Suren Dutia
Citius PharmaceuticalsAbout Suren Dutia
Independent director of Citius Pharmaceuticals (CTXR) since October 2015; selected as Lead Independent Director in December 2023. Age 80 as of November 30, 2022; degrees include B.S. and M.S. in chemical engineering, B.A. in political science (Washington University, St. Louis) and an MBA (University of Dallas). Designated an “audit committee financial expert,” and Chair of the Compensation Committee, reflecting financial management background and oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xscribe Corporation | Chief Executive Officer and Chairman | 1989–1998 | Led operations and governance as CEO/Chairman |
| TiE (non-profit) | Chief Executive Officer | Feb 2006–May 2010 | Global entrepreneurship advocacy; executive leadership |
| LifeProof | Director | Feb 2011–May 2013 | Board service at consumer tech accessory company |
| Anvita Health | Director | Jul 2000–Dec 2011 | Board service at healthcare analytics company |
| Dynatech Corporation | Management roles | Prior to 1989 | Various positions; management experience |
| Medical instruments company | President | Prior to 1989 | Executive leadership in medical devices |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Flint Rehab | Director | Since 2016 |
| Vahan Inc. | Director | Since 2016 |
| Ewing Marion Kauffman Foundation | Senior Fellow | Mar 2011–Dec 2016 |
| Skandalaris Center, Washington University | Senior Fellow | 2010–2013 |
| Center for Digital Transformation, UC Irvine | Advisory Board Member | Since May 2012 |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined all directors (except CEO Leonard Mazur and Executive Vice Chair Myron Holubiak) are independent under Nasdaq rules; Mr. Dutia is independent . |
| Lead Independent Director | Selected as Lead Independent Director in Dec 2023; presides over independent director sessions and advises on actual/perceived conflicts . |
| Audit & Risk Committee | Member; committee composition in 2024: McGrath (Chair), Dutia, Webb; Smith to replace Webb contingent on election. Dutia designated an “audit committee financial expert” . |
| Compensation Committee | Chair; members Holuka and Webb; oversight of executive compensation, agreements, goals and performance . |
| Nominating & Governance Committee | Not a member; 2024 composition: Holuka (Chair), McGrath, Webb . |
| Meetings & Attendance | FY2023: Board held 9 meetings; Audit & Risk held 4; Compensation held no meetings (acted with full Board). Each director nominee attended ≥75% of Board and relevant committee meetings . |
| Executive Sessions | Policy of regularly conducting executive sessions of non-employee directors . |
| Clawback | Company adopted a clawback policy consistent with Dodd-Frank/SEC rules . |
| Hedging/Pledging Policy | No formal anti-hedging or anti-pledging policy; Insider Trading Policy strongly discourages hedging or pledging . |
Fixed Compensation
| Metric | FY2022 | FY2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $57,000 | $57,000 |
| Meeting Fees | None (no per-meeting compensation) | None (no per-meeting compensation) |
Performance Compensation
| Metric | FY2022 | FY2023 |
|---|---|---|
| Option Awards (ASC 718 Fair Value, $) | $154,390 | $139,970 |
| Annual Director Option Grant Policy (Qty) | 75,000 options per year (effective Oct 1, 2021) | 75,000 options per year |
| Options Held – Citius Pharma Common (as of 9/30) | 251,667 | 326,667 |
| Options Held – Citius Oncology (as of 9/30) | N/A disclosed for 2022 | 150,000; valuation $60,000 |
Director Compensation Structure (Non-Employee Directors)
| Component | Amount |
|---|---|
| Annual Cash Retainer | $40,000 |
| Lead Independent Director Retainer | +$15,000 |
| Audit & Risk Committee Chair Retainer | +$17,000 |
| Compensation Committee Chair Retainer | +$12,000 |
| Nominating & Governance Committee Chair Retainer | +$10,000 |
| Audit & Risk Committee Member Retainer | +$8,500 |
| Compensation Committee Member Retainer | +$6,000 |
| Nominating & Governance Committee Member Retainer | +$5,000 |
| Meeting Fees | None |
| Equity Compensation | Annual grant of 75,000 stock options |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Dutia in proxy biographies; section notes directors generally are not directors in other reporting companies unless indicated . |
| Compensation consultant | FW Cook engaged by Compensation Committee; determined independent, no conflicts; interacts with management for data only . |
Expertise & Qualifications
- Financial management background; entrepreneurship leadership (TiE CEO), board roles in healthcare/technology; designated “audit committee financial expert” .
- Education: B.S. and M.S. (chemical engineering) and B.A. (political science) from Washington University; MBA from University of Dallas .
Equity Ownership
| Metric | Jan 19, 2024 (Record Date) | Apr 18, 2025 (Record Date) |
|---|---|---|
| Beneficial Ownership – Common Stock (shares) | 326,667 (consists of shares issuable upon exercise of options) | 16,067 (consists of shares issuable upon exercise of options vested/vesting within 60 days) |
| % of Shares Outstanding | <1% (based on 158,966,576 shares outstanding) | <1% (based on 9,825,335 shares outstanding; figures adjusted for 1-for-25 reverse split effected Nov 25, 2024) |
| Shares Pledged | Not disclosed; company discourages pledging but has no formal prohibition |
Governance Assessment
- Positive: Independence, Lead Independent Director role, and “audit committee financial expert” designation support effective oversight and investor confidence .
- Positive: Formal clawback policy adopted; regular executive sessions of non-employee directors .
- Watch item: Compensation Committee held no meetings in FY2023 (actions taken with full Board), which may signal lighter specialized committee engagement despite Mr. Dutia serving as Chair; continued monitoring warranted .
- Watch item / structural risk: No formal anti-hedging or anti-pledging policy, though such activities are strongly discouraged by Insider Trading Policy .
- Alignment: Director pay mix includes meaningful annual option grants (75,000 options); however, Mr. Dutia’s beneficial ownership remains <1%, suggesting modest direct “skin in the game” relative to outstanding shares .