Jaime Bartushak

About Jaime Bartushak

Jaime Bartushak, 57, serves as Chief Financial Officer (since November 27, 2017) and Chief Business Officer (since May 1, 2022) of Citius Pharmaceuticals, and also serves as Treasurer and Chief Financial Officer of majority‑owned subsidiary Citius Oncology; he brings 20+ years of finance, BD, restructuring, and strategic planning experience, was a founder of Leonard‑Meron Biosciences (LMB), and helped lead the sale of PreCision Dermatology to Valeant in 2014 . No company TSR, revenue growth, or EBITDA growth metrics tied specifically to his tenure were disclosed in the proxy materials reviewed.

Past Roles

External Roles

Fixed Compensation

Salary progression (history):

• Increased to $290,000 effective Oct 1, 2018; to $300,000 effective Jan 1, 2021; to $325,000 effective Aug 1, 2021; to $400,000 effective May 1, 2022 upon appointment as CBO .

Performance Compensation

Annual cash incentive (FY 2024 structure and outcome):

• Company goals set Dec 2023 covering: financing of product candidates; clinical development of Mino‑Lok and Halo‑Lido; approval, launch and commercialization of LYMPHIR; and a market capitalization goal. Most were met to a substantial extent, yielding average achievement of 90%; payout to Bartushak was $144,000 (90% of $160,000 target) .

Equity awards (grant‑date accounting values recognized):

Option program design:

• Options are granted at fair market value; typically time‑vested (the company has not used performance‑based vesting to date); 10‑year term; Black‑Scholes valuation; equity is the primary long‑term incentive given development stage and cash preservation priorities .

Outstanding equity awards at FY‑end 2024 (post 1‑for‑25 reverse split adjustment):

Option repricing: No repricings or modifications in FY 2024 .

Citius Oncology (CTOR) equity grants (Form 4, separate issuer):

Note: CTOR awards are disclosed here because Mr. Bartushak serves as an officer of Citius Oncology; they are distinct from CTXR equity and could influence future selling pressure at the subsidiary level.

Equity Ownership & Alignment

Security ownership (as of April 18, 2025; adjusted for 1‑for‑25 reverse split):

Policies and alignment:

• No formal anti‑hedging or anti‑pledging policy; insider trading policy strongly discourages hedging and pledging .
• Clawback policy adopted to recover erroneously‑awarded incentive compensation (Dodd‑Frank/SEC/listing compliance) .
• No stock ownership guidelines disclosed for executives; none disclosed regarding pledging by Mr. Bartushak specifically .

Employment Terms

Investment Implications

• Pay‑for‑performance: FY 2024 bonus paid at 90% of target reflects Board‑assessed achievement of financing, clinical, commercialization, and market‑cap objectives; near‑term cash incentive outcomes are linked to operational catalysts rather than GAAP profitability, aligning with a development‑stage profile .
• Retention and equity mix: Long‑dated, time‑vested options dominate long‑term incentives; subsidiary (CTOR) awards add additional multi‑year vesting overhang, implying low near‑term forced selling from vesting but creating future supply as tranches vest and, if applicable, options move in the money .
• Alignment and risk controls: Direct CTXR ownership is small (<1%); while a clawback policy is in place, the absence of a formal anti‑pledging policy (despite discouragement) is a governance gap for alignment; no ownership guidelines are disclosed .
• Change‑of‑control economics: With Good Reason including change‑in‑control, severance can be triggered without a “double trigger,” which may be viewed as shareholder‑unfriendly relative to best practices and could influence negotiations in strategic transactions .
• Clean options history: No option repricings in FY 2024, reducing one potential red flag; continued reliance on at‑market option grants maintains a performance‑based framework where value accrues only with share price appreciation .