Suren Dutia
About Suren Dutia
Suren Dutia (age 82) is a Class III director of Citius Oncology (CTOR), serving since August 12, 2024, and the Board’s Lead Independent Director since August 2024 . He brings a background in entrepreneurship, financial management, and start-up leadership, with prior CEO and chairman experience, and holds B.S. and M.S. degrees in chemical engineering, a B.A. in political science (Washington University, St. Louis), and an MBA (University of Dallas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xscribe Corporation | Chief Executive Officer & Chairman | 1989–1998 | Led public company; executive leadership |
| TiE (global entrepreneurship non-profit) | Chief Executive Officer | Feb 2006–May 2010 | Grew global entrepreneurship network |
| Ewing Marion Kauffman Foundation | Senior Fellow | Mar 2011–Dec 2016 | Entrepreneurship policy thought leadership |
| Skandalaris Center, Washington University | Senior Fellow | 2010–2013 | Entrepreneurship & innovation engagement |
| LifeProof | Director | Feb 2011–May 2013 | Board oversight |
| Anvita Health | Director | Jul 2000–Dec 2011 | Board oversight |
| Dynatech Corporation | Various positions | Prior to Xscribe | Operational and leadership roles |
| Medical instruments company | President | Prior to Xscribe | Executive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citius Pharmaceuticals, Inc. (CTXR) | Outside Independent Director | Since Oct 2015 | CTXR is CTOR’s controlling stockholder (79.1%) |
| Flint Rehab | Director | Since 2016 | Private company board |
| Vahan Inc. | Director | Since 2016 | Private company board |
| UC Irvine Center for Digital Transformation | Advisory Board Member | Since May 2012 | Technology transformation advisory |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit & Risk Committee member and designated “audit committee financial expert” (with Dennis McGrath) .
- Independence: Determined independent under Nasdaq rules; only the CEO (Leonard Mazur) and Executive Vice Chairman (Myron Holubiak) are non-independent .
- Lead Independent Director: Serves since August 2024; presides over executive sessions of non-employee directors and advises on conflict matters .
- Attendance and engagement: In fiscal 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 5 times, Audit & Risk 3 times, Compensation and Nominating acted with the full Board (zero standalone meetings) .
Fixed Compensation
| Component (Directors) | FY2024 Status | Notes |
|---|---|---|
| Annual retainer (cash) | Not established | Board has not yet approved a non-employee director compensation plan |
| Committee membership/Chair fees | Not established | To be considered as part of future plan |
| Meeting fees | Not established | No director compensation paid in FY2024 |
| Other cash compensation | Not established | Not disclosed |
There was no director compensation for the year ended September 30, 2024; the Compensation Committee may engage an independent advisor to structure director pay .
Performance Compensation
- Anticipated equity: Non-employee directors are expected to receive stock options as part of annual compensation once the plan is approved; historically, options were granted by CTXR in July 2023 for work on LYMPHIR prior to the spin-out; CTOR paid no director compensation in FY2024 .
- Equity plan capacity: The 2024 Omnibus Plan shares reserved increased from 15,000,000 to 30,000,000; 15,300,000 shares available immediately post-approval, ~18.32% of CTOR outstanding shares .
Performance award metrics permitted under the 2024 Plan (applicable to participants including directors if granted performance-based awards):
| Metric Category | Examples |
|---|---|
| Earnings/Income | Net earnings, net income (before/after taxes), EPS |
| Revenue | Net sales growth, attainment of revenue levels |
| Profitability | Net operating profit, margins (gross/operating), EBITDA |
| Returns | ROA, ROE, ROC, ROS |
| Cash Flow | Operating FCF, cash flow per share, CF return on capital |
| Shareholder Value | Share price growth, total shareholder return |
| Efficiency | Productivity ratios, operating efficiency, expense ratios/targets |
| Balance Sheet | Working capital levels, debt reduction, capital targets |
| Milestones/Events | Regulatory/clinical/manufacturing milestones; M&A/project consummation |
CTOR has adopted a clawback policy for recovery of erroneously-awarded incentive compensation per SEC and listing rules .
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure | Interlock/Notes |
|---|---|---|---|---|
| Citius Pharmaceuticals, Inc. | CTXR | Independent Director | Since Oct 2015 | CTXR owns 79.1% of CTOR; shared services agreement and note create related-party exposure |
- Related-party framework: CTOR pays CTXR an aggregate quarterly fee of ~$940,000 under the Amended & Restated Shared Services Agreement (IT, facilities, accounting, IR, HR, scientific services) with auto-renewals unless terminated; CTXR’s independence-reviewed by Audit & Risk Committee .
- Promissory note: $3,800,111 unsecured, non-interest-bearing note to CTXR; amended Sep 10, 2025 to be repayable upon cumulative capital raises ≥$30 million (debt, equity, or LYMPHIR royalty monetization) .
Expertise & Qualifications
- Financial and entrepreneurial expertise; designated audit committee financial expert .
- Education: B.S. & M.S. in chemical engineering; B.A. in political science (Washington University, St. Louis); MBA (University of Dallas) .
- Sector experience: Healthcare, technology, and start-up leadership; advisory roles in digital transformation .
Equity Ownership
| Ownership Type | Shares | Status | % of Outstanding |
|---|---|---|---|
| Stock options (exercisable within 60 days) | 150,000 | Currently exercisable | * |
- “*” denotes less than 1% ownership per the Company’s presentation; CTOR had 83,513,442 shares outstanding as of September 19, 2025 .
- No disclosures of pledging or hedging by Mr. Dutia; CTOR lacks a formal anti-hedging/anti-pledging policy, though insider trading policy strongly discourages such activity .
Governance Assessment
-
Positive signals:
- Independent leadership: Lead Independent Director since Aug 2024; regular executive sessions strengthen independent oversight .
- Committee influence: Chairs Compensation Committee; serves on Audit & Risk and is an audit committee financial expert, enhancing pay governance and financial oversight .
- Independence affirmed under Nasdaq standards; attendance at least 75% in FY2024 supports engagement .
-
Watch items / RED FLAGS:
- Controlling shareholder interlock: Simultaneous directorship at CTXR (79.1% owner) plus CTOR’s shared services and financing arrangements introduce structural conflicts; mitigation relies on Audit & Risk Committee review of related-party transactions .
- Equity overhang: 2024 Plan increase to 30,000,000 shares with 15,300,000 available (~18.32% of outstanding) is dilutive; demands strong pay-for-performance discipline by the Compensation Committee (chaired by Dutia) .
- Policy gap: No formal anti-hedging/anti-pledging policy (activities discouraged but allowed), which is shareholder-unfriendly versus best practices; clawback policy is in place .
- Compensation process maturity: No CTOR director compensation plan approved for FY2024 and Compensation Committee acted with the full Board (0 meetings), raising process clarity/rigor concerns as CTOR transitions to a standalone public entity .