Eugene Holuka
Citius PharmaceuticalsAbout Eugene Holuka
Dr. Eugene Holuka, age 65, has served as an independent director of Citius Pharmaceuticals (CTXR) since June 2016. He is an internist and attending physician at Staten Island University Hospital (since 1991), with academic appointments as Adjunct Clinical Assistant Professor at Touro College of Osteopathic Medicine (since 2011) and associate professor at the Zucker School of Medicine at Hofstra University. He received the Ellis Island Medal of Honor in 2000 and serves on the NECO Committee Board (since 2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citius Pharmaceuticals, Inc. | Independent Director | Since June 2016 | Compensation Committee member; Nominating & Governance Committee Chair |
| Leonard-Meron Biosciences (LMB) | Scientific Advisory Board Member | Apr 2014 – Mar 2016 | Product/clinical guidance pre-merger |
| Staten Island University Hospital | Attending Physician (Internal Medicine) | Since 1991 | Clinical leadership in internal medicine |
| Touro College of Osteopathic Medicine | Adjunct Clinical Assistant Professor | Since 2011 | Medical education |
| Zucker School of Medicine, Hofstra University | Associate Professor | Current | Medical education |
| NECO Committee Board | Board Member | Since 2005 | Community leadership |
| Forum’s Children Foundation | Executive Committee Member | 2000 – 2008 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Staten Island University Hospital | Attending Physician | Since 1991 | No |
| Touro College of Osteopathic Medicine | Adjunct Clinical Assistant Professor | Since 2011 | No |
| Zucker School of Medicine at Hofstra University | Associate Professor | Current | No |
| NECO Committee Board | Board Member | Since 2005 | No |
| Forum’s Children Foundation | Executive Committee Member | 2000 – 2008 | No |
CTXR disclosed that, except where noted in biographies, directors are not serving as directors of other reporting companies; Dr. Holuka’s biography lists no current public company directorships .
Board Governance
- Independence: The Board determined Dr. Holuka is independent under Nasdaq listing standards; Leonard Mazur (CEO/Chair) and Myron Holubiak (Executive Vice Chairman) are not independent due to employment .
- Committee assignments: Compensation Committee member; Nominating & Governance Committee Chair. Audit & Risk Committee comprises McGrath (Chair), Dutia, Smith; Compensation Committee comprises Dutia (Chair), Holuka, Webb; Nominating & Governance Committee comprises Holuka (Chair), McGrath, Webb .
- Attendance: In fiscal 2024, each director nominee attended at least 75% of Board and committee meetings; similarly at least 75% in fiscal 2023 .
- Lead Independent Director: Suren Dutia serves as Lead Independent Director (selected Dec 2023), presiding over independent sessions and advising on conflict matters .
- Executive sessions: Policy of regularly conducting executive sessions of non-employee directors at scheduled meetings .
Fixed Compensation
| Component | Policy/Amount | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 | Included | Included |
| Committee Chair retainers | Audit & Risk: $17,000; Compensation: $12,000; Nominating & Governance: $10,000 | N&G Chair applicable | N&G Chair applicable |
| Committee member retainers | Audit: $8,500; Compensation: $6,000; Nominating & Governance: $5,000 | Applicable | Applicable |
| Lead Independent Director premium | $15,000 (not applicable to Holuka) | N/A | N/A |
| Meeting fees | None (no additional compensation for meetings) | None | None |
| Reported cash fees to Dr. Holuka | — | $51,000 | $56,000 |
Notes:
- Non-employee director policy established with input from independent consultant FW Cook; amounts reflect post reverse split adjustments where applicable .
- Reported cash fees are the actual amounts recognized under ASC 718/accrual policy; they reflect role and committee service in each year .
Performance Compensation
| Component | Grant Policy | FY 2023 Option Awards (Fair Value) | FY 2024 Option Awards (Fair Value) |
|---|---|---|---|
| Annual equity grant (options) | 3,000 options per year (post 1-for-25 reverse split adjustment); previously 75,000 options pre-split | $139,970 | $218,055 (incl. Citius Oncology options valued at $180,000) |
| Vesting/metrics for director awards | Not specifically disclosed; equity awarded as part of annual compensation | — | — |
CTXR uses stock options broadly to align interests; for executives, options vest over time and may reflect milestones; director-specific vesting terms are not detailed in the proxy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public reporting companies) | — | — | None disclosed |
Expertise & Qualifications
- Internal medicine physician with nearly 35 years of practice; attending physician at Staten Island University Hospital since 1991 .
- Academic roles: Adjunct Clinical Assistant Professor (Touro College of Osteopathic Medicine, since 2011); associate professor at Zucker School of Medicine .
- Recognitions: Ellis Island Medal of Honor (2000); NECO Committee Board member (since 2005) .
- Prior advisory role at LMB Scientific Advisory Board (2014–2016), supporting clinical strategy pre-merger .
The Board cites healthcare industry experience as the basis for his director qualifications .
Equity Ownership
| As-of Date | Common Shares Owned | Options Exercisable/Vesting ≤60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Jan 14, 2025 | 95 | 15,533 | 15,628 | <1% (based on 8,593,433 shares) |
| Apr 18, 2025 | 95 | 15,533 | 15,628 | <1% (based on 9,825,335 shares) |
| Additional context: |
- Beneficial ownership tables are adjusted for the 1-for-25 reverse split completed Nov 25, 2024 .
- No pledging/hedging policy adopted; insider trading policy strongly discourages hedging/pledging but does not prohibit or require approvals, representing an alignment gap .
Governance Assessment
- Committee influence: As Chair of Nominating & Governance and member of Compensation, Dr. Holuka is central to board refreshment, governance standards, and director/executive pay oversight—positive for board effectiveness when combined with his independent status .
- Attendance/engagement: Met the ≥75% attendance threshold in FY2023 and FY2024; no reported failures of duty—neutral to positive signal for engagement .
- Ownership alignment: Beneficial ownership is minimal (<1%) and largely via options; while CTXR uses options to align interests, low outright shareholdings reduce “skin-in-the-game” optics relative to best-practice director ownership guidelines (none disclosed by CTXR) .
- Compensation structure: Director pay is a mix of fixed cash retainers and annual options; FY2024 option value increased versus FY2023 (partly via Citius Oncology options), which can raise inflation concerns if not tied to robust performance, though CTXR frames equity as alignment rather than performance-linked .
- Policies and red flags:
- RED FLAG: No formal anti-hedging or anti-pledging policy (only discouragement), which is below evolving governance norms and can undermine alignment .
- Neutral: Clawback policy adopted per Dodd-Frank requirements (applies to incentive compensation) .
- Related parties: Recent related-party warrant extensions involved CEO and Executive Vice Chairman; no related-party transactions disclosed for Dr. Holuka, reducing conflict risk at the director level .
Overall, Dr. Holuka’s medical expertise and committee leadership bolster governance effectiveness; the primary investor-confidence gaps are low personal share ownership and CTXR’s absence of formal anti-hedging/pledging restrictions .