Myron Holubiak
Citius PharmaceuticalsAbout Myron Holubiak
Myron Holubiak, age 77, is Executive Vice Chairman of Citius Pharmaceuticals and has served on the board since October 2015; he was President & CEO from October 2015 to April 2022 and became Executive Vice Chairman in May 2022 . He also serves as Secretary of Citius Oncology and acting CEO of NoveCite, and previously was President of Roche Laboratories (1998–2001); he holds a B.S. in Molecular Biology & Biophysics (University of Pittsburgh) with advanced business training (Harvard Business School, University of London) and health economics training (University of York) . Company pay-versus-performance disclosures show cumulative TSR values of $59.61 (FY22), $33.69 (FY23), and $24.68 (FY24) on a $100 base and net losses of $(33.6)M, $(33.7)M, and $(40.2)M, respectively, providing context for incentive outcomes during his leadership/board tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citius Pharmaceuticals | President & CEO | 2015–2022 | Led development/commercialization agenda prior to transitioning to Executive Vice Chairman |
| Citius Pharmaceuticals | Executive Vice Chairman | 2022–Present | Senior leadership/board role; officer of subsidiaries (Citius Oncology Secretary; NoveCite acting CEO) |
| Leonard-Meron Biosciences (LMB) | Founder; CEO & President | 2013–2016 | Founded LMB (acquired by Citius 2016) to advance anti-infective asset; provided early-stage leadership |
| Roche Laboratories | President | 1998–2001 | Ran U.S. pharma operations; deep commercial leadership |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Assembly Biosciences (Nasdaq: ASMB) | Director | 2010–Present | Public biopharma board experience |
| BioScrip (Nasdaq: BIOS) | Director; Chairman (last 2 yrs) | 2002–2016 | Home infusion leader; governance/turnaround experience |
| bioAffinity Technologies (private) | Director | N/D | Private company board role |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary (Executive Vice Chairman) | $450,000 | $450,000 |
| Target bonus % of salary | 50% (per employment agreement) | 50% (per employment agreement) |
| Actual cash bonus paid | $191,250 | $202,500 |
| Bonus determination basis | Corporate goals; Board/Comp Committee discretion | Corporate goals; Board/Comp Committee discretion |
Performance Compensation
| Metric | Weighting | Target | Actual/Outcome | Payout | Vesting/Form |
|---|---|---|---|---|---|
| Financing objectives (for product candidates) | Not disclosed | Set annually by Board | Met to a substantial extent (part of 90% overall) | 90% of target bonus achieved | Annual cash bonus |
| Clinical development: Mino-Lok, Halo-Lido | Not disclosed | Set annually by Board | Met to a substantial extent (part of 90% overall) | 90% of target bonus achieved | Annual cash bonus |
| Approval/launch/commercialization: LYMPHIR | Not disclosed | Set annually by Board | Met to a substantial extent (part of 90% overall) | 90% of target bonus achieved | Annual cash bonus |
| Market capitalization goal | Not disclosed | Set annually by Board | Met to a substantial extent (part of 90% overall) | 90% of target bonus achieved | Annual cash bonus |
Additional equity incentives:
- Equity vehicle: Stock options (primary long-term incentive; company has not granted RSUs/PSUs to date) .
- FY2024 option awards grant-date accounting value: $1,547,088 (includes $825,000 of Citius Oncology options) .
- FY2023 option awards grant-date accounting value: $953,123 (includes $206,250 of Citius Oncology options) .
Equity Ownership & Alignment
Beneficial ownership (Holubiak)
| As-of date | Total beneficial shares | % of outstanding | Common shares | Options exercisable/vesting ≤60 days | Warrants |
|---|---|---|---|---|---|
| Jan 14, 2025 | 216,251 | 2.5% (of 8,593,433 shares) | 79,690 | 58,894 | 77,667 |
| Apr 18, 2025 | 216,251 | 2.2% (of 9,825,335 shares) | 79,690 | 58,894 | 77,667 |
Outstanding option detail (FY2024 year-end; post 1-for-25 reverse split)
| Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|
| 1,067 | — | $202.50 | 10/01/2025 |
| 1,600 | — | $86.25 | 09/13/2027 |
| 6,000 | — | $40.50 | 09/04/2028 |
| 7,000 | — | $16.75 | 10/08/2029 |
| 8,000 | — | $25.25 | 10/06/2030 |
| 12,000 | — | $50.00 | 07/22/2031 |
| 17,334 | 8,666 | $51.00 | 10/11/2031 |
| 5,334 | 10,666 | $31.25 | 10/04/2032 |
| — | 16,000 | $17.50 | 10/10/2033 |
Warrants and extensions (aggregate across Leonard Mazur and Myron Holubiak; individual holder split not disclosed):
- 111,732 warrants, $19.25 strike → term extended to 09/27/2025 (originally 2019 offering) .
- 156,863 warrants, $28.75 strike → term extended to 08/14/2025 (2018 private placement) .
- 51,780 warrants, $35.50 strike → term extended to 04/05/2025 (April 2019 offering) .
Alignment and policies:
- Anti-hedging/anti-pledging: no formal prohibition; insider trading policy strongly discourages hedging or pledging; no pledging disclosed for Holubiak .
- Clawback policy: adopted per Dodd-Frank/SEC rules .
Employment Terms
- Role and pay: Executive Vice Chairman; base salary $450,000; eligible for annual bonus up to 50% of salary, based on financial, clinical, and business milestones set annually by the Board .
- Term/renewal: 18-month initial term; auto-renews for additional one-year terms unless terminated by either party .
- Severance (non-CoC): If terminated without Cause or resigns for Good Reason, salary and certain benefits for the longer of the remaining term or six months, contingent on a release .
- Change-of-control: If terminated in connection with a change of control or within six months after, lump-sum equal to base salary due for remainder of term, full annual bonus, and benefits for remainder of term (i.e., termination in proximity to CoC required) .
- Restrictive covenants: Non-compete and non-solicit during employment and for 12 months post-termination; confidentiality and assignment of inventions provisions apply .
Board Governance & Service
- Board tenure and roles: Director since Oct 2015; Executive Vice Chairman since May 2022; not independent due to employment status .
- Committee roles: Standing committees (Audit & Risk; Compensation; Nominating & Governance) are composed entirely of independent directors; Holubiak is not listed as a member of these committees .
- Leadership structure and independence: CEO serves as Chairman; Suren Dutia is Lead Independent Director; non-employee directors regularly hold executive sessions .
- Attendance: Each director nominee attended at least 75% of Board and applicable committee meetings in FY2024 .
Compensation Peer Group (used for benchmarking; FW Cook)
- Arbutus Biopharma; Cidara Therapeutics; CorMedix; Cue Biopharma; Hepion Pharmaceuticals; HOOKIPA Pharma; Matinas BioPharma; OpGen; Oragenics; Regulus Therapeutics; Scorpius Holdings; SCYNEXIS; Spero Therapeutics; XBiotech .
- Consultant independence: FW Cook engaged by Compensation Committee; determined independent with no conflicts .
Related Party Transactions (Governance red flags to monitor)
- The company extended the term of legacy investor/insider warrants in 2018–2019 financings held by Leonard Mazur and Myron Holubiak (aggregate quantities and strikes as listed above), which can affect potential selling pressure and overhang if exercised; placement agent warrants were also extended .
Say-on-Pay & Shareholder Feedback
- Non-binding “Say-on-Pay” proposal scheduled at the March 10, 2025 annual meeting; the company currently intends to hold advisory votes every three years (next expected 2028); approval thresholds described but results not provided in this proxy .
Investment Implications
- Pay-for-performance alignment shows mixed signals: FY2024 cash bonus paid at 90% of target despite continued net losses, though management cites substantial progress on financing, development, and LYMPHIR commercialization objectives underlying bonus metrics .
- Strong equity linkage: Holubiak beneficially owns ~2.2%–2.5% with a sizable option portfolio across high strike prices and staggered expirations (first expiring 10/01/2025), reinforcing long-term alignment but limiting near-term in-the-money incentives without stock appreciation .
- Governance mitigants and risks: Independent committees and Lead Independent Director balance a combined CEO/Chairman structure and executive vice chair role, but absence of a formal anti-pledging ban is a governance risk factor (policy discourages but does not prohibit) .
- Contract economics: Double-trigger change-of-control protection within six months and relatively modest non-CoC severance (remainder of term or six months) reduce golden parachute optics but still ensure continuity incentives .
- Warrant term extensions involving insiders can signal future exercise overhang or liquidity windows; monitor subsequent Form 4 activity and option/warrant expirations for trading signals .
Key numbers to track: FY2024 bonus payout (90% of target), option awards value ($1.55M), beneficial ownership (216,251 shares; 2.2%–2.5%), earliest option expiry (10/01/2025), policy stance on hedging/pledging (discouraged, not banned) **[1506251_0001213900-25-006984_ea022803801-def14a_citius.htm:27]** **[1506251_0001213900-25-006984_ea022803801-def14a_citius.htm:29]** **[1506251_0001213900-25-006984_ea022803801-def14a_citius.htm:23]** **[1506251_0001213900-25-035755_ea0239291-def14a_citius.htm:16]** **[1506251_0001213900-25-006984_ea022803801-def14a_citius.htm:29]** **[1506251_0001213900-25-006984_ea022803801-def14a_citius.htm:20]**.