Myron Czuczman
Citius PharmaceuticalsAbout Myron Czuczman
Chief Medical Officer and Executive Vice President at Citius Pharmaceuticals (CTXR) since July 2020; age 65 as of January 2025 . Previously Vice President, Global Clinical R&D and Therapeutic Area Head (Lymphoma/CLL) at Celgene (2015–2020), and chief of the Lymphoma/Myeloma Service and head of the Lymphoma Translational Research Laboratory at Roswell Park Comprehensive Cancer Center, with professorships at SUNY Buffalo and Roswell Park . Education: MD from Penn State; BS in Biochemistry (magna cum laude) from University of Pittsburgh; Internal Medicine residency at Weill Cornell North Shore/MSKCC; Hematology/Oncology fellowship at Memorial Sloan-Kettering . Company performance context during his tenure: TSR declined (value of $100 investment: $59.61 in FY22, $33.69 in FY23, $24.68 in FY24), net losses persisted; EBITDA remained negative (see table) .*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 | $59.61 | $33.69 | $24.68 |
| EBITDA ($) | -$33,313,122* | -$36,729,350* | -$41,994,249* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citius Pharmaceuticals | Chief Medical Officer & EVP | July 2020–present | Led medical strategy and clinical development; contributed to LYMPHIR approval and oncology spin-out |
| Celgene Corporation | VP, Global Clinical R&D; TA Head Lymphoma/CLL | Jun 2015–Jan 2020 | Directed global clinical programs in lymphoma/CLL |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roswell Park Comprehensive Cancer Center | Chief, Lymphoma/Myeloma Service; Head, Lymphoma Translational Research Lab; Professor of Oncology | Over two decades (noted) | Leadership in translational research and clinical practice |
| SUNY Buffalo School of Medicine | Tenured Professor of Medicine | Over two decades (noted) | Academic leadership and oncology/hematology education |
Fixed Compensation
| Item | FY 2022 | FY 2023 |
|---|---|---|
| Base Salary | $400,000 | $437,500 |
| Target Bonus % of Salary | Up to 35% | Up to 35% |
| Actual Non-Equity Incentive Paid | $150,000 | $133,875 (≈85% of $157,500 potential) |
| Other Compensation | $917 | — |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financing of product candidates | Not disclosed | Annual corporate goals set Dec 2022 | Goals achieved ≈85% on average | $133,875 cash bonus for FY23 | N/A (cash) |
| Market capitalization | Not disclosed | Corporate goal | ≈85% achievement | Included in above | N/A |
| Clinical dev: Mino-Lok, Halo-Lido | Not disclosed | Corporate goals | ≈85% achievement | Included in above | N/A |
| LYMPHIR approval/launch/commercialization | Not disclosed | Corporate goals | ≈85% achievement | Included in above | N/A |
Notes:
- Company reports long-term incentives primarily in the form of stock options; RSUs/PSUs have not been granted historically .
- Options generally vest over time based on continued employment; performance-based vesting not used to date .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | Ownership % | Composition | Pledged Shares |
|---|---|---|---|---|
| Jan 19, 2024 | 800,000 | Less than 1% (out of 158,966,576 outstanding) | Options and/or common as per SEC rules; detailed breakdown not provided in this table | Not disclosed; company has no formal anti-pledging policy but strongly discourages pledging |
| Jan 14, 2025 | 44,000 | Less than 1% (out of 8,593,433 outstanding) | Consists of options vested/vesting within 60 days | Not disclosed; pledging discouraged |
Outstanding option awards (as of FY 2023 year-end; post-split adjustments not applicable to this table):
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 07/14/2030 | 500,000 | — | $1.19 | 07/14/2030 |
| 10/11/2031 | 200,000 | 100,000 | $2.04 | 10/11/2031 |
| 10/04/2032 | 100,000 | 200,000 | $1.25 | 10/04/2032 |
| 10/10/2033 | — | 300,000 | $0.70 | 10/10/2033 |
Additional alignment and policy notes:
- No option repricings in FY 2023 and FY 2024 .
- Board has not adopted formal anti-hedging/anti-pledging policies; insider trading policy strongly discourages hedging/margin accounts/pledging and requires trade preclearance for executives .
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Agreement | Employment Agreement effective July 14, 2020 |
| Base Salary & Bonus Eligibility | Base $400,000; bonus up to 35% of salary; increased salary to $450,000 effective Jan 1, 2023 |
| Term | At-will; continues until terminated by either party |
| Severance (Without Cause / Good Reason) | 12 months of salary and certain benefits; annual bonus prorated to termination date; subject to release |
| Change-in-Control | “Good Reason” includes Change in Control (sale of substantially all assets, merger, or >50% change in voting stock) |
| Equity Acceleration | Not disclosed |
| Non-Compete / Non-Solicit | During employment and 6 months post-termination |
| Clawback | Not disclosed |
| Ownership Guidelines | Not disclosed |
| Hedging/Pledging | No formal anti-hedging/pledging policy; strongly discouraged by insider trading policy; mandatory preclearance for executives |
Performance & Track Record
- LYMPHIR FDA approval (Aug 2024) and planned launch; Dr. Czuczman highlighted clinical benefit and immunomodulatory differentiation .
- Oncology spin-out (Citius Oncology, CTOR) operating under shared services; Dr. Czuczman serves as CMO across entities .
- Investigator-initiated Phase I combination of pembrolizumab + LYMPHIR showed encouraging signals; Dr. Czuczman commentary supports advancing to Phase II .
Compensation Committee Analysis
- Compensation components: salary, annual bonuses tied to corporate goals, and stock options under omnibus plans (2014/2018/2020/2021/2023) .
- Peer group utilized by FW Cook for reference (not strict benchmarking): Arbutus, Cidara, CorMedix, Cue Biopharma, Hepion, HOOKIPA, Matinas, OpGen, Oragenics, Regulus, Scorpius Holdings, SCYNEXIS, Spero, XBiotech .
Say-on-Pay & Governance Notes
- Say-on-pay proposal presented in 2025 proxy; Board recommended “FOR” approval .
- Board and committees meeting cadence and independence described; insider trading and governance documents posted on company site .
Risk Indicators & Red Flags
- Persistent negative EBITDA and declining TSR during FY22–FY24 .*
- No formal anti-hedging/anti-pledging policy, though strongly discouraged; potential alignment risk if pledging occurs (monitor) .
- Limited disclosed personal share ownership; 2025 beneficial ownership consists of options within 60 days (no direct common listed) .
Open Items (Insider Trading Activity)
- Form 4 transactions for Dr. Czuczman over the last 12–24 months were not available in the documents searched; company requires preclearance and enforces trading windows . Consider monitoring EDGAR/Form 4 feeds for upcoming vesting/exercise-related sales pressure.
Investment Implications
- Pay-for-performance is primarily short-term cash bonuses versus corporate goals and long-term stock options; lack of RSUs/PSUs reduces explicit multi-year performance linkage but options maintain upside-only value alignment .
- Severance protection (12 months salary + benefits; pro-rata bonus; Good Reason includes change-in-control) suggests moderate retention risk mitigation; non-compete/non-solicit duration of 6 months is comparatively short for a CMO, implying some post-departure mobility risk .
- Ownership alignment appears modest based on disclosed beneficial holdings and options, with no formal anti-pledging policy; monitor for any pledging or Form 4 selling around vesting dates .
- Company performance headwinds (negative EBITDA, weak TSR) increase scrutiny on incentive design and future equity grant practices; absence of option repricings in FY23–FY24 is a positive governance signal .