Carol Webb
Citius PharmaceuticalsAbout Carol Webb
Carol Webb (age 78) is an independent director of Citius Pharmaceuticals, serving on the Board since March 2016 following service as a director of Leonard‑Meron Biosciences (LMB) beginning March 17, 2014. She holds a B.S. in Biology from Bowling Green State University and brings 40+ years of pharmaceutical sales, marketing, and business development experience, including senior roles at Johnson & Johnson, Ortho Biotech, and Roche Laboratories .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Leonard‑Meron Biosciences (LMB) | Director | Mar 17, 2014 – Mar 2016 | Joined prior to CTXR’s acquisition of LMB |
| Citius Pharmaceuticals (CTXR) | Director | Mar 2016 – present | Independent director; committee work detailed below |
| Johnson & Johnson | Company Group Chairman | 2000 – 2005 | Senior leadership in pharma portfolio |
| Ortho Biotech (J&J) | President; Vice President; Executive Director; Product Management; Senior Product Director | 1987 – 2000 | Broad commercial leadership |
| Roche Laboratories | Sales Representative; Sales Trainer; Product Manager; Manager of Public Policy | 1972 – 1983 | Commercial and policy experience |
External Roles
| Category | Current Public Boards | Prior Public Boards | Non-profit/Academic |
|---|---|---|---|
| Disclosure | None disclosed in proxy biographies (CTXR states directors are not serving on other reporting company boards unless indicated) | None disclosed | Not disclosed |
Board Governance
- Independence: The Board determined Carol Webb is independent under Nasdaq listing standards; CTXR’s CEO Leonard Mazur and Executive Vice Chairman Myron Holubiak are not independent due to employment .
- Committee assignments (FY2024/FY2025): Compensation Committee member; Nominating & Governance Committee member. Committee chairs are Suren Dutia (Compensation) and Dr. Eugene Holuka (Nominating & Governance). Audit & Risk Committee (FY2025) is McGrath (Chair), Dutia, and Robert Smith (Webb not a member) .
- Board/committee meetings and attendance: FY2024 Board held seven meetings; Audit & Risk held four; Compensation and Nominating & Governance acted via full Board with no separate meetings. Each director nominee attended at least 75% of Board and committee meetings in FY2024; similar ≥75% attendance disclosed for FY2023 (nine Board meetings) .
- Lead Independent Director and executive sessions: Suren Dutia serves as Lead Independent Director; the Board regularly holds executive sessions of non‑employee directors .
Fixed Compensation
- Structure (non‑employee directors): Annual retainer $40,000; no per‑meeting fees; incremental retainers: Lead Independent Director $15,000; Audit Chair $17,000; Compensation Chair $12,000; Nominating & Governance Chair $10,000; members: Audit $8,500; Compensation $6,000; Nominating & Governance $5,000 .
- Carol Webb’s cash fees:
- FY2022: $51,000
- FY2024: $52,676
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Fees ($) | $51,000 | $51,000 | $52,676 |
| Notes | Structure per July 2021 plan (retainers above) | Same plan; 75,000 options per year pre reverse split | Plan unchanged; reverse split adjusted option count |
Performance Compensation
- Equity compensation: Non‑employee directors receive annual stock option grants; pre reverse split entitlement was 75,000 options; post 1‑for‑25 reverse split (Nov 25, 2024), entitlement is 3,000 options annually .
- Option award grant values (financial reporting):
- FY2022: $154,390
- FY2023: $139,970
- FY2024: $218,055; option awards included grants of Citius Oncology options valued at $180,000 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($) | $154,390 | $139,970 | $218,055 (includes Citius Oncology option value $180,000) |
| Annual Director Option Entitlement | 75,000 options | 75,000 options | 3,000 options (post 1‑for‑25 split) |
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Historical vesting detail (illustrative grants): Options granted to Webb vested over defined periods/dates, e.g., Sep 4, 2018 grant vested on Sep 4, 2019; Oct 8, 2019 grant vested on Oct 8, 2020; earlier grants in 2014–2017 vested over 12–36 months .
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Director award limit: 2023 Omnibus Stock Incentive Plan caps total annual value (cash plus equity grant-date fair value) for non‑employee directors at $2,000,000, with limited exceptions for a non‑executive Chair; provides standard 10‑year option term and performance award mechanics (company‑wide criteria available for executives) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Webb in CTXR proxy .
- Interlocks/Comp Committee analysis: CTXR’s Compensation Committee (Dutia – Chair; Holuka; Webb) uses independent consultant FW Cook; the committee determined FW Cook is independent and conflict‑free .
- Compensation peer group used by FW Cook (examples): Arbutus Biopharma; CorMedix; Hookipa; SCYNEXIS; Spero; etc. (full list in proxy) .
Expertise & Qualifications
- Education: B.S. in Biology, Bowling Green State University .
- Industry expertise: Senior commercial leadership at J&J/Ortho Biotech and Roche; 40+ years in pharma sales/marketing/business development .
- Board qualifications: CTXR cites Webb’s extensive commercial experience as rationale for Board service .
Equity Ownership
- Beneficial ownership and composition:
- As of Jan 14, 2025: 16,006 shares beneficially owned (<1%); consisting of 473 shares of common stock and 15,533 options vested or vesting within 60 days .
- As of Apr 18, 2025: 16,006 shares beneficially owned (<1%); consisting of 473 shares of common stock and 15,533 options vested or vesting within 60 days .
| Metric | Jan 14, 2025 | Apr 18, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 16,006 (<1%) | 16,006 (<1%) |
| Composition: Common Shares | 473 | 473 |
| Composition: Options (vested/vesting ≤60 days) | 15,533 | 15,533 |
- Hedging/pledging: CTXR has no formal anti‑hedging or anti‑pledging policy but its insider trading policy “strongly discourages” hedging or pledging of company securities . No pledging/hedging by Webb is disclosed.
Governance Assessment
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Strengths:
- Independence and seasoned commercial background; active committee membership (Compensation; Nominating & Governance); Board cites her 40+ years of pharma leadership as qualification .
- Attendance: ≥75% of Board/committee meetings in FY2024 (and FY2023), indicating engagement .
- Alignment: Director pay structure emphasizes equity via options; Webb’s option awards represent a significant portion of her total compensation, supporting “skin‑in‑the‑game” alignment .
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Considerations / potential red flags:
- Hedging/pledging not strictly prohibited (discouraged policy), which is less shareholder‑friendly than categorical prohibitions; no specific ownership guidelines for directors disclosed .
- Related‑party transactions disclosed involved warrant extensions for executives (Mazur/Holubiak) and placement agent warrants; none linked to Webb, but continued reliance on equity financing and warrant modifications merits ongoing monitoring .
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Shareholder votes (signal of support):
- Director election (Carol Webb): 2024 For 33,187,520; Withheld 3,982,555; Broker Non‑Votes 48,196,369 ; 2025 For 2,429,356; Withheld 856,221; Broker Non‑Votes 1,969,380 .
- Say‑on‑pay: 2025 advisory approval—For 1,943,011; Against 1,196,649; Abstain 145,916; Broker Non‑Votes 1,969,380 .
| Vote Metric | 2024 | 2025 |
|---|---|---|
| Director Election (For – Carol Webb) | 33,187,520 | 2,429,356 |
| Director Election (Withheld – Carol Webb) | 3,982,555 | 856,221 |
| Broker Non‑Votes | 48,196,369 | 1,969,380 |
| Say‑on‑Pay (For / Against / Abstain / BNV) | — | 1,943,011 / 1,196,649 / 145,916 / 1,969,380 |
Notes on Related Party Transactions and Conflicts
- No related‑party transactions involving Webb were disclosed in FY2022; FY2024 warrant extensions involved executives and placement agents, not Webb .
Director Compensation – Trend Summary (Carol Webb)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Fees ($) | $51,000 | $51,000 | $52,676 |
| Option Awards ($) | $154,390 | $139,970 | $218,055 |
| Total ($) | $205,390 | $190,970 | $270,731 |
CTXR director pay is set by a July 2021 plan; no meeting fees; defined chair/member retainers; annual director options moved from 75,000 pre split to 3,000 post split. FY2024 option awards included grants of Citius Oncology options valued at $180,000 for Webb .
Compliance Committee Infrastructure
- Compensation Committee composition and consultant independence (FW Cook) reaffirmed; FW Cook does not perform other work for CTXR; committee deemed consultant independent and conflict‑free .
- Audit & Risk Committee financial experts: Dennis McGrath and Suren Dutia designated; Audit & Risk oversees related‑party transactions .
Summary
Carol Webb is an experienced, independent director with deep commercial pharma credentials, active committee involvement, and consistent meeting attendance. Her compensation mix is equity‑oriented via options, supporting alignment; governance structures (independent consultant; committee oversight) are in place. Areas to monitor include CTXR’s permissive stance (discouraged but not banned) on hedging/pledging and broader financing actions (e.g., warrant extensions), though no conflicts pertaining to Webb were disclosed .