Robert Smith - Director | Citius Pharmaceuticals (CTXR) Executive Profile & Compensation

About Robert Smith

Robert J. Smith (age 64) has served as an independent director of Citius Pharmaceuticals (CTXR) since March 2024. He is a 35+ year biopharmaceutical executive with deep experience in business development, M&A, corporate/commercial strategy, and R&D leadership at Pfizer and Wyeth. He holds a B.S. in Neuroscience and an MBA in Finance & Corporate Accounting from the University of Rochester (Simon). His recent tenure includes leading Pfizer’s Global Gene Therapy Business (2016–Jan 2024) and senior business development roles across multiple units and alliance management functions .

Past Roles

Organization	Role	Tenure	Committees/Impact
Pfizer Inc.	Senior Vice President, Global Gene Therapy Business	May 2016 – Jan 2024	Led gene therapy and rare disease early commercial development activities
Pfizer Inc.	Senior Vice President, Business Development & Alliance Management	Oct 2009 – Jan 2024	Led worldwide R&D BD; strategy teams for animal health, Capsugel, consumer health, nutrition; alliance management across global biopharma
Wyeth Pharmaceuticals	Senior Vice President, Mergers & Acquisitions	Apr 2008 – Oct 2009	Led and managed Wyeth’s global M&A group
Wyeth Pharmaceuticals	Senior Vice President, Global Licensing	Prior to Apr 2008 (dates not specified)	Completed a wide variety of transactions supporting commercial and R&D divisions

External Roles

Organization	Role	Tenure	Notes/Committees
AM Pharma B.V.	Board observer	Not disclosed	Private company; observer capacity
Bamboo Therapeutics Inc.	Director	Jan 2016 – Aug 2016	Private company board service
Ignite Immunotherapeutics Inc.	Director	Dec 2016 – Oct 2019	Private company board service
Iterum Therapeutics Limited (Nasdaq: ITRM)	Board observer	Not disclosed	Public company; observer (not a director)
Alliance for Regenerative Medicine (ARM)	Board Executive Committee; Chair, Governance & Operations Committee	Since 2018	Governance leadership; executive committee member
Foundation for Cell and Gene Medicine (FCGM)	Board Executive Committee	Since 2019	Executive committee member
Life Sciences PA	Member	Not disclosed	Industry association
BioNJ	Member	Since 2021	Industry association
Duke Margolis Value Based Agreements Advisory Board	Member	Not disclosed	Advisory board member
Ocugen, Inc.	Business Advisory Board member	Not disclosed	Advisory capacity (not board director)
Venture Investors LLC	Investment Advisory Committee member	Not disclosed	Advisory capacity
Focused Ultrasound Foundation	Cell & Gene Therapy Scientific Advisory Board member	Not disclosed	Scientific advisory role

Board Governance

Independence: Smith is classified as independent under Nasdaq standards; CTXR’s board identifies five independent directors, including Smith .
Committee assignments: Audit and Risk Committee member (Chair: Dennis McGrath; other members: Suren Dutia, Robert Smith). Audit committee financial experts designated: McGrath and Dutia (Smith not designated as “financial expert”) .
Attendance: In FY 2024, the Board held seven meetings; Audit & Risk held four. Each director nominee attended at least 75% of Board and applicable committee meetings since appointment .
Committee activity: Compensation and Nominating & Governance took actions as full Board (no separate meetings) in FY 2024; committee charters posted on company website .
Tenure: Smith joined the CTXR Board in March 2024 .

Fixed Compensation

Component	Policy/Amount	FY2024 Actual (Robert Smith)
Annual cash retainer (non-employee director)	$40,000	$26,810 (partial-year)
Meeting fees	None (no additional fees for meetings)	None
Audit Committee member retainer	$8,500 annually	Included in cash total
Chair retainers (not applicable to Smith)	Audit Chair $17,000; Comp Chair $12,000; Nominating Chair $10,000	N/A
Lead Independent Director retainer (not applicable to Smith)	$15,000	N/A

Consultant: Non-employee director pay plan was informed by FW Cook (independent compensation consultant) .

Performance Compensation

Equity Component	Policy/Grant	FY2024 Award Detail	Notes
Annual stock options (CTXR)	3,000 options per year (post 1-for-25 reverse split)	Option award accounting value: $21,614	At 9/30/2024, Smith held 3,000 CTXR options
RSUs/PSUs	Not disclosed	None disclosed for directors	No director stock awards shown for Smith
Subsidiary equity (Citius Oncology)	Option grants valued at $180,000 were issued to certain directors (Dutia, Webb, Holuka, McGrath)	Not issued to Smith (not listed among recipients)	Indicates differentiation vs peers

Vesting/strike/expiration: Not disclosed for Smith’s CTXR options .
Performance metrics tied to director equity: Not disclosed; director compensation appears time-based (retainers + option grants) .

Other Directorships & Interlocks

Item	Disclosure
Other public company directorships	None; except as indicated in biographies, none of CTXR’s directors serves as a director in another reporting company (Smith’s roles include an “observer” at Iterum Therapeutics, not a director)
Potential interlocks	Advisory role at Ocugen (biotech) noted; no CTXR-related transactions disclosed

Expertise & Qualifications

Domains: Gene therapy, rare diseases, BD/M&A, alliance management, corporate strategy across large-cap pharma .
Education: B.S. Neuroscience; MBA Finance & Corporate Accounting (University of Rochester, Simon) .
Industry leadership: Executive committee roles at ARM and FCGM; Chair of ARM Board’s Governance & Operations Committee .

Equity Ownership

Holder	Common Shares Beneficially Owned	% of Outstanding
Robert Smith	3,000	Less than 1%

Basis: Percentages computed on 9,825,335 common shares outstanding at record date (April 18, 2025), adjusted for 1-for-25 reverse split (Nov 25, 2024) .
Ownership guidelines: Not disclosed.
Hedging/pledging: No formal anti-hedging or anti-pledging policy; insider trading policy strongly discourages hedging or pledging .

Governance Assessment

Board effectiveness and independence: Smith strengthens independence on the Audit & Risk Committee; however, he is not designated as an “audit committee financial expert,” which places heavier reliance on McGrath and Dutia for technical oversight .
Engagement and attendance: He met at least the 75% attendance threshold in his first partial fiscal year; Audit & Risk convened four times, providing core oversight touchpoints .
Alignment and incentives: Smith’s FY2024 compensation was modest and primarily fixed retainer plus standard CTXR options; he did not receive the large subsidiary option grants that peers received, which may signal lower dilution/alignment risk but also lower equity “skin in the game” vs peers .
Ownership: Beneficial ownership is small (<1%), which limits alignment; no ownership guideline disclosure to benchmark adequacy .
Related-party/conflicts: Company reports no related-party transactions above thresholds since Oct 1, 2022; reduces direct conflict risk . Smith’s nomination was brought to Nominating & Governance by the CEO, which can reflect chair influence on board refresh; independence remains affirmed under Nasdaq standards .
RED FLAGS
- Absence of formal anti-hedging/anti-pledging policy (only “strong discouragement”) is a governance weakness relative to best practice .
- Low personal share ownership (<1%) reduces alignment signal for investors .
- Not designated as “audit committee financial expert” while serving on Audit & Risk may be viewed as a skill-gap risk if committee workload increases .
Mitigants
- Significant large-cap pharma governance and transaction background (Pfizer/Wyeth) and leadership in industry bodies (ARM/FCGM) support strategic oversight quality .
- Independent status; no disclosed related-party transactions; stable audit oversight processes and pre-approval policies .

Notes and Sources

Biography, education, tenure, external roles:
Independence, age table:
Audit & Risk Committee composition and “financial expert” designations:
Board/committee meetings and attendance:
Director compensation plan and FY2024 actuals:
Beneficial ownership and share counts (record date April 18, 2025):
Related-party transactions disclosure: