Dennis McGrath
Citius PharmaceuticalsAbout Dennis M. McGrath
Dennis M. McGrath, age 67, has served as an independent director of Citius Pharmaceuticals (CTXR) since February 2023. He is a seasoned finance and operating executive, currently President and Chief Financial Officer of PAVmed, Inc. (Nasdaq: PAVM) and CFO of Lucid Diagnostics, and is designated an “audit committee financial expert” by CTXR’s Board. McGrath began his career at Arthur Andersen (CPA since 1981) and holds a B.S., maxima cum laude, in accounting from LaSalle University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PhotoMedex, Inc. (Nasdaq: PHMD, former) | Director, President & CFO; prior CEO; prior VP Finance & CFO | 2000–2017; CEO 2009–2011; President & CFO 2011–2017; CFO 2000–2009 | Led multiple public-company M&A; turnaround awards |
| AnswerThink Consulting Group (Nasdaq: ANSR, now HCKT) | COO, Internet Practice; Acting CFO of Think New Ideas during merger | 1999–2000 | Business consulting and tech integration leadership |
| TriSpan, Inc. | CFO, EVP, Director | 1996–1999 | Company sold to AnswerThink in 1999 |
| Think New Ideas, Inc. (Nasdaq: THNK) | Acting CFO during merger | 1999–2000 | M&A execution support |
| Arthur Andersen & Co. | Audit/Accounting; Certified Public Accountant | Began career; CPA since 1981 | Foundational audit credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAVmed, Inc. (Nasdaq: PAVM) | President; Chief Financial Officer | CFO since 2017; President since 2019 | Senior executive leadership |
| Lucid Diagnostics (PAVmed subsidiary) | Chief Financial Officer | Since IPO consummation | Public subsidiary finance leadership |
| DarioHealth Corp. (Nasdaq: DRIO) | Director; Audit & Compensation Committee Chair | Current | Governance leadership (audit/comp chair) |
| LIV Process (formerly BioVector, Inc.) | Director | Current | Board service |
| Cagent Vascular, Inc. | Director; Audit Chair | 2014–2024 | Prior governance leadership |
| Embrella Cardiovascular, Inc. | Director | 2007–2009 | Prior board service (sold to Edwards Lifesciences) |
| Taylor University | Board of Visitors | Current | Academic advisory role |
| Manor College | Board of Trustees | Current | Trustee service |
Board Governance
- Independence: The Board determined McGrath is independent under Nasdaq listing standards .
- Committee assignments:
- Audit & Risk Committee Chair; members: McGrath (Chair), Suren Dutia, Robert Smith; McGrath and Dutia designated audit committee financial experts .
- Nominating & Governance Committee member; committee consists of Dr. Holuka (Chair), McGrath, Carol Webb .
- Attendance: In fiscal 2024, each director nominee attended at least 75% of Board and applicable committee meetings; Board met 7 times; Audit & Risk met 4 times .
- Lead Independent Director: Suren Dutia; Board regularly holds executive sessions of non-employee directors .
- Policies: Clawback policy adopted; Board has not adopted formal anti-hedging/anti-pledging policy, though insider trading policy strongly discourages hedging/pledging .
Fixed Compensation
- Non-employee director cash retainer structure (approved July 2021 with FW Cook input):
- Base annual retainer: $40,000
- Lead Independent Director retainer: +$15,000
- Committee chairs: Audit & Risk +$17,000; Compensation +$12,000; Nominating & Governance +$10,000
- Committee member retainers: Audit $8,500; Compensation $6,000; Nominating $5,000 .
| Director | Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|---|
| Dennis M. McGrath | FY2024 | $62,000 | Reflects base ($40k) + Audit Chair ($17k) + Nominating member ($5k) |
Performance Compensation
- Annual director equity entitlement: Non-employee directors receive 3,000 stock options annually (post 1-for-25 split adjustment) .
- FY2024 option awards included grants in then-wholly owned subsidiary Citius Oncology, Inc.; grant-date value for McGrath: $180,000 .
- CTXR options held by McGrath at 9/30/2024: 6,000 (adjusted post-split) .
| Director | Fiscal Year | Option Awards ($) | Type/Notes |
|---|---|---|---|
| Dennis M. McGrath | FY2024 | $244,269 | Includes $180,000 Citius Oncology options; CTXR options outstanding 6,000 at 9/30/2024 |
No performance metrics, vesting schedules, or strike price details are disclosed for director option awards; CTXR’s plans generally use options with fair market exercise price and time/performance vesting for employees, but director-specific vesting terms are not specified .
Other Directorships & Interlocks
| Company | Listing | Role | Committee/Interlock Notes |
|---|---|---|---|
| PAVmed, Inc. | Nasdaq: PAVM | President & CFO | Executive role; no CTXR interlock disclosed |
| Lucid Diagnostics | Nasdaq (subsidiary of PAVmed) | CFO | Executive role; no CTXR interlock disclosed |
| DarioHealth Corp. | Nasdaq: DRIO | Director; Audit & Compensation Chair | Governance leadership; no CTXR interlock disclosed |
| LIV Process (BioVector) | Private | Director | No CTXR interlock disclosed |
CTXR did not disclose shared directorships with competitors/suppliers/customers involving McGrath .
Expertise & Qualifications
- Audit and financial expertise: Designated audit committee financial expert; decades as CFO/President of public companies .
- M&A execution: Led multiple public-company acquisitions (Surgical Laser Technologies, ProCyte, LCA Vision, Think New Ideas) .
- Credentials: CPA since 1981 (Arthur Andersen); B.S. in accounting, maxima cum laude, LaSalle University .
- Industry recognition: SmartCEO 2012 CEO of the Year (Turnaround), E&Y 2013 Entrepreneur of the Year finalist, PACT finalist (2011) .
Equity Ownership
| Record Date | CTXR Common Stock Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| Jan 14, 2025 | 6,000 | <1% | Consists solely of options exercisable or vesting within 60 days |
| Apr 18, 2025 | 6,000 | <1% | Consists solely of options exercisable or vesting within 60 days |
CTXR did not disclose director stock ownership guidelines or pledging/hedging activity by McGrath; Board has no formal anti-hedging/anti-pledging policy but strongly discourages such practices via insider trading policy .
Governance Assessment
- Board effectiveness: McGrath chairs Audit & Risk and serves on Nominating & Governance, bringing deep audit and public company CFO experience; designated financial expert strengthens oversight of reporting, controls, and cybersecurity risk .
- Independence & engagement: Board independence affirmed; attendance at least 75% in FY2024 across Board/committee meetings for all nominees; lead independent director structure with regular executive sessions supports oversight and mitigates management dominance .
- Alignment & incentives: Director pay skews toward equity via options, including grants in Citius Oncology; McGrath’s CTXR beneficial ownership consists solely of options (no disclosed direct shareholding), suggesting incentive alignment primarily through option upside rather than current share ownership .
- Conflicts/related parties: CTXR’s related-party transactions disclosed involve warrants held by executives (Mazur, Holubiak); no related-party transactions involving McGrath were disclosed; Audit & Risk Committee oversees related-party reviews .
- Red flags and watch items:
- No formal anti-hedging/anti-pledging policy (though strongly discouraged via policy) may be viewed as a governance gap by some investors .
- Equity-heavy director compensation includes subsidiary option grants (Citius Oncology), which may complicate straightforward alignment assessment across the CTXR group unless subsidiary incentives are clearly tied to CTXR shareholder outcomes .
Overall, McGrath’s audit leadership, financial expertise, and independent status bolster board oversight; absence of disclosed conflicts and adequate meeting attendance support investor confidence, with policy modernization on hedging/pledging as a potential enhancement .