Leonard Mazur
Citius PharmaceuticalsAbout Leonard Mazur
Leonard Mazur is Chief Executive Officer, Executive Chairman, Secretary, and Director at Citius Pharmaceuticals (CTXR). He has served on the Board since September 2014 and became CEO in May 2022; he is also President and CEO of majority-owned subsidiary Citius Oncology and Secretary of subsidiary NoveCite . Mazur is 79, holds a B.A. and M.B.A. from Temple University, and served in the U.S. Marine Corps Reserves . Company performance disclosure shows cumulative TSR values of $24.68 (FY2024), $33.69 (FY2023), and $59.61 (FY2022), with net losses of $40.2M (FY2024), $33.7M (FY2023), and $33.6M (FY2022); the company reports no revenue and uses non-financial goals for executive bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citius Pharmaceuticals | Executive Chairman; CEO; Secretary; Director | Director since Sep 2014; CEO since May 2022 | Executive leadership of CTXR and subsidiaries (Citius Oncology, NoveCite) |
| Citius Oncology (subsidiary) | President & CEO | Current | Leading commercialization of LYMPHIR and pipeline advancement |
| Akrimax Pharmaceuticals (private) | Co‑founder, Vice Chairman | Founded 2008 | Launched and acquired prescription drugs from major pharma |
| Triax Pharmaceuticals | Co‑founder, Chief Operating Officer | 2005–2012 | Built specialty dermatology platform |
| Genesis Pharmaceutical | Founder, CEO | 1995–2005 | Built and sold to Pierre Fabre in 2003 |
| Medicis Pharmaceutical | Executive Vice President | Prior to 2005 | Senior sales/marketing leadership |
| ICN Pharmaceuticals | VP, Sales & Marketing | Prior to 2005 | Commercial leadership |
| Knoll Pharma (BASF); Cooper Laboratories | Various leadership roles | Prior to 2005 | Commercial leadership |
| Leonard‑Meron Biosciences (LMB) | Chairman (pre‑acquisition) | Pre‑2016 | Guided subsidiary prior to acquisition |
External Roles
| Organization | Role | Years |
|---|---|---|
| Hillstream BioPharma (Nasdaq: HILS) | Director | Since Aug 2021 |
| Manor College | Board of Trustees | Current; recipient, Ellis Island Medal of Honor |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (Mazur) | $475,000 | $475,000 |
| Target Annual Bonus (% of salary) | Up to 50% | Up to 50% |
| Actual Annual Bonus Paid (Mazur) | $201,875 | $213,750 |
| Director Fees | No separate director compensation per employment agreement | No separate director compensation per employment agreement |
Performance Compensation
- Annual bonus framework: Company goals set in Dec 2023 for FY2024 covered financing for product candidates, clinical development of Mino‑Lok and Halo‑Lido, and approval/launch/commercialization of LYMPHIR; a market capitalization goal was also included; average achievement was 90% leading to Mazur’s $213,750 cash bonus (90% of his $237,500 target) .
- Equity vehicle: CTXR primarily uses stock options (not RSUs/PSUs) under the 2023 Omnibus Plan; restricted stock is allowed but none granted to date; valuation via Black‑Scholes; awards aim to align with long‑term performance and retention .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financing milestones (CTXR programs) | Not disclosed | Not disclosed | Goals substantially met | 90% of target bonus paid | N/A (cash bonus) |
| Clinical development (Mino‑Lok, Halo‑Lido) | Not disclosed | Not disclosed | Goals substantially met | 90% of target bonus paid | N/A (cash bonus) |
| LYMPHIR approval/launch/commercialization | Not disclosed | Not disclosed | Goals substantially met | 90% of target bonus paid | N/A (cash bonus) |
| Market capitalization | Not disclosed | Not disclosed | Considered for payout | 90% of target bonus paid | N/A (cash bonus) |
| Equity Awards (FY) | Award Type | Grant Value | Notes |
|---|---|---|---|
| 2024 Mazur | Options (CTXR + Citius Oncology) | $2,832,518 total; includes $2,035,000 for Citius Oncology options | Valued under ASC 718; used for long‑term alignment |
| 2023 Mazur | Options (CTXR + Citius Oncology) | $1,304,238 total; includes $508,750 for Citius Oncology options | Valued under ASC 718 |
Equity Ownership & Alignment
- Beneficial ownership as of Jan 14, 2025: 753,627 CTXR shares (8.4%) consisting of 410,214 common, 81,933 options exercisable/vesting within 60 days, and 261,480 warrants .
- Beneficial ownership as of Apr 18, 2025: 753,627 shares (7.4% of 9,825,335 common outstanding); held 1 share of Series A Preferred Stock (issued solely for special meeting vote mirroring mechanism) .
| Date | Common Owned | Options (≤60 days) | Warrants | Total Beneficial Ownership | % of Common Outstanding |
|---|---|---|---|---|---|
| Jan 14, 2025 | 410,214 | 81,933 | 261,480 | 753,627 | 8.4% (out of 8,593,433) |
| Apr 18, 2025 | 410,214 | 81,933 | 261,480 | 753,627 | 7.4% (out of 9,825,335) |
| Apr 18, 2025 (Series A Pref) | N/A | N/A | N/A | 1 Series A Preferred share held by Mazur | Votes mirror common on share increase |
- Option schedule (selected CTXR tranches): Mazur had exercisable options at strikes $86.25 (exp 9/13/2027), $40.50 (9/04/2028), $16.75 (10/08/2029), $25.25 (10/06/2030), $50.00 (7/22/2031); plus mixed exercisable/unexercisable tranches at $51.00 (10/11/2031), $31.25 (10/04/2032), and an unexercisable tranche at $17.50 (10/10/2033) .
| Option Tranche | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| CTXR Options | 1,600 | — | $86.25 | 9/13/2027 |
| CTXR Options | 6,000 | — | $40.50 | 9/04/2028 |
| CTXR Options | 7,000 | — | $16.75 | 10/08/2029 |
| CTXR Options | 8,000 | — | $25.25 | 10/06/2030 |
| CTXR Options | 12,000 | — | $50.00 | 7/22/2031 |
| CTXR Options | 17,334 | 8,666 | $51.00 | 10/11/2031 |
| CTXR Options | 7,333 | 14,667 | $31.25 | 10/04/2032 |
| CTXR Options | — | 22,000 | $17.50 | 10/10/2033 |
- Hedging/pledging: Board has not adopted a formal anti‑hedging or anti‑pledging policy; insider trading policy strongly discourages hedging or pledging company securities .
- Clawback: Company has adopted a clawback policy consistent with Dodd‑Frank and SEC rules .
- Ownership guidelines: Not disclosed; no formal guidelines noted in proxy .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated Employment Agreement dated Oct 19, 2017 (Mazur) |
| Current roles | CEO since May 1, 2022; Executive Chairman and Secretary |
| Base salary progression | $250,000 original; increased to $375,000 (Jan 1, 2021), $400,000 (Aug 1, 2021), $475,000 (Oct 1, 2022) |
| Target annual bonus | Up to 50% of salary; goals set annually by Board |
| Term & renewal | 3‑year initial term ended Oct 19, 2020; auto‑renews annually; most recent extension Oct 19, 2024 |
| Severance (no cause / good reason) | 12 months’ salary and certain benefits; next immediate vesting tranche of unvested options accelerates |
| Change‑of‑control | If terminated within 90 days prior or within 2 years post CoC: lump sum 18 months’ salary, 18 months benefits, all unvested options vest |
| Disability | Salary continuation up to 90 consecutive days or 180 aggregate days in any 12‑month period |
| Non‑compete | 9 months post‑termination |
| Non‑solicitation | 24 months post‑termination |
| Board service | Company will use best efforts to nominate Mazur; he serves without separate director compensation |
Board Governance
- Board service: Director since September 2014; currently CEO and Executive Chairman; Lead Independent Director is Suren Dutia .
- Independence: The Board determined Mazur (CEO/Chairman) and Myron Holubiak (Executive Vice Chairman) are not independent; all other directors are independent under Nasdaq standards .
- Committees: Audit & Risk (McGrath Chair, members Dutia and Smith), Compensation (Dutia Chair, members Holuka and Webb), Nominating & Governance (Holuka Chair, members McGrath and Webb) .
- Board activity: In FY2024, Board held 7 meetings; Audit & Risk 4; Compensation and Nominating acted via full Board; each director nominee attended ≥75% of meetings .
- Executive sessions: Regular sessions of non‑employee directors; Lead Independent Director presides .
- Special voting mechanism: For the 2025 special meeting to increase authorized shares, the company issued one Series A Preferred share to Mazur with 1,000,000,000 votes that mirror common vote proportions; redeemed automatically after the vote; designed to ensure decisive outcome without overriding common holders .
Compensation Peer Group (Benchmarking)
- Peer group used as a reference by Compensation Committee (not strict benchmarking): Arbutus Biopharma; Cidara Therapeutics; CorMedix; Cue Biopharma; Hepion; HOOKIPA; Matinas BioPharma; OpGen; Oragenics; Regulus; Scorpius; SCYNEXIS; Spero; XBiotech .
- Committee does not set pay to specific percentile; peer data is one input among several .
Related Party Transactions (Governance Signals)
- Warrant term extensions for Mazur and Holubiak:
- Sept 25, 2024: extended 111,732 warrants (exercise $19.25) to Sept 27, 2025; also extended 7,774 underwriter warrants ($27.97) to Sept 27, 2025 .
- Aug 2023 and Aug 2024: extended 156,863 warrants ($28.75) to Aug 14, 2025; extended 7,576 placement agent warrants ($39.84) to Aug 8, 2025 .
- Apr 3, 2024: extended 51,780 warrants ($35.50) to Apr 5, 2025; extended 9,605 placement agent warrants ($48.28) to Apr 5, 2025 .
- Company states Mazur and Holubiak participated on the same basis as other investors; Audit & Risk Committee oversees related party transactions .
Director Compensation (for context)
- Non‑employee director plan (FY2024): Annual retainer $40,000; Lead Independent $15,000; Audit Chair $17,000; Compensation Chair $12,000; Nominating Chair $10,000; Audit member $8,500; Compensation member $6,000; Nominating member $5,000; plus 3,000 stock options (post reverse split) annually .
- Mazur, as an employee director, does not receive separate director fees per his employment agreement .
Say‑On‑Pay & Shareholder Feedback
- Non‑binding advisory say‑on‑pay proposal included in 2025 proxy; company intends future advisory votes every three years (next expected 2028) . Vote thresholds and broker rules described; specific approval percentages not disclosed in the proxy .
Investment Implications
- Alignment: Mazur’s significant beneficial ownership (7–8% depending on date) and long‑dated option tranches support alignment with shareholder value creation over a multi‑year horizon; options extend into 2031–2033 .
- Retention risk: Employment agreement includes 12‑month severance and robust CoC protections (18‑month salary/benefits and full acceleration), plus non‑compete (9 months) and non‑solicit (24 months), which mitigate near‑term retention risk but create potential change‑of‑control cost and dilution from accelerated vesting .
- Trading signals: Multiple near‑term warrant extensions expiring in 2025 for Mazur and Holubiak could create episodic exercise/supply dynamics; however, company reports no option repricings and relies on options over RSUs/PSUs, implying management’s upside is more tied to share price appreciation .
- Governance: Combined CEO/Chairman role with Lead Independent Director oversight and regular executive sessions addresses some independence concerns, but dual‑role remains a governance watchpoint; Series A Preferred mirroring vote mechanism is unusual but structured not to override common preference .
- Performance linkages: Bonuses tied to operational milestones (financing, clinical progression, product launch/commercialization) rather than financial metrics given pre‑commercial status; recent net losses and TSR declines underscore execution risk around pipeline and LYMPHIR commercialization .