Karina Fedasz
About Karina Fedasz
Interim CEO and Interim CFO of Onconetix (principal executive and principal financial/accounting officer), appointed Interim CFO on June 10, 2024 and Interim CEO on April 2, 2025; age 52; MBA (Finance) from Columbia Business School, BA from UCLA; inactive CPA (CA) . Background spans capital raising, forecasting, M&A, and operating finance across media/technology/biotech, including roles at Evofem Biosciences (Head of Business Development), IDW Media (including CFO, managed IPO), and MOCEAN (CFO) . No TSR, revenue, or EBITDA performance metrics tied to her compensation are disclosed in ONCO’s proxy filings reviewed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various clients (incl. non-profit; early-stage AI/data-driven health & wellness tracker) | Consultant | Jan 2023 – Jun 2024 | Supported capital raising, modeling/forecasting, cash flow management, M&A advisory |
| Evofem Biosciences (Nasdaq) | Head of Business Development | Feb 2022 – Dec 2022 | Business development in women’s health biotech |
| IDW Media Holdings | Roles incl. Chief Financial Officer | Aug 2019 – Oct 2021 | Managed company’s initial public offering; led finance in media company context |
| MOCEAN | Chief Financial Officer | Apr 2018 – Aug 2019 | Finance leadership at integrated agency for entertainment/gaming/brands |
External Roles
Not disclosed in Onconetix filings reviewed (executive biography, governance, and compensation sections) .
Fixed Compensation
- Fedasz was engaged via a consulting agreement upon her Interim CFO appointment; she later assumed Interim CEO responsibilities with no incremental compensation .
| Component | Terms | Effective dates |
|---|---|---|
| Consulting fee (Interim CFO) | $15,000 per month for up to 80 hours of monthly service | Jun 10, 2024 – one-year term, terminable by either party with 30 days’ notice |
| Signatory services | $2,500 per month | Jun 10, 2024 – one-year term |
| Incremental pay on CEO appointment | None (no additional compensation when appointed Interim CEO) | Apr 2, 2025 |
| Summary Compensation (Named Executive Officers) | 2024 |
|---|---|
| Salary ($) | $197,125 |
| Bonus ($) | — (not disclosed for Fedasz) |
| Stock awards ($) | — (none disclosed for Fedasz) |
| Option awards ($) | — (none disclosed for Fedasz) |
| All other compensation ($) | — (none disclosed for Fedasz) |
Additional company-wide compensation context for benchmarking:
- Former CFO Bruce Harmon’s employment agreement contemplated $325,000 base and 30% target bonus; he received $66,153 severance upon resignation .
- Former CEO Neil Campbell’s agreement contemplated $475,000 base and 50% target bonus; he received $158,333 severance after resignation .
Performance Compensation
- No bonus plan, PSU/RSU, or options were disclosed for Fedasz in 2024; no additional compensation on CEO appointment, and no outstanding executive equity awards as of 12/31/2024 .
- Company compensation plans (Equity Incentive Plans) are in place, but there is no disclosure of Fedasz-specific performance award metrics, targets, or payouts for 2024 .
Clawback policy: Adopted January 17, 2024, compliant with Exchange Act Section 10D and Nasdaq listing standards; covers recovery of erroneously awarded incentive compensation to officers after accounting restatements, for the prior three completed fiscal years .
Equity Ownership & Alignment
| Ownership detail | Status |
|---|---|
| Beneficial ownership (as of Oct 21, 2025 record date) | Not listed as a beneficial owner; table shows “-” for number of shares and percentage for Karina M. Fedasz |
| Vested vs unvested shares | None disclosed (no awards outstanding for named executives at 12/31/2024) |
| Options (exercisable/unexercisable) | None disclosed for Fedasz |
| Shares pledged as collateral | Not disclosed in filings reviewed |
| Stock ownership guidelines (executives) | Not disclosed in filings reviewed |
Implications:
- Minimal “skin in the game” and no near-term vesting cadence reduce insider-selling pressure but weaken alignment and retention incentives absent new equity grants .
Employment Terms
| Item | Detail |
|---|---|
| Interim CFO appointment | Effective June 10, 2024 |
| Interim CEO appointment | Effective April 2, 2025 |
| Current titles and officer certifications | Interim CEO and Interim CFO (principal executive and principal financial/accounting officer); executed SOX 302 and 906 certifications for Q3 2025 10-Q |
| Contract structure | Consulting agreement (one-year term; either party can terminate with 30 days’ written notice) |
| Cash compensation terms | $15,000/month for up to 80 hours of service; $2,500/month signatory services |
| Change-in-role economics | No additional compensation granted upon appointment as Interim CEO |
| Severance / CoC | No Fedasz-specific severance or change‑in‑control terms disclosed; plan-level equity treatment on corporate transactions described, but no outstanding awards for her at FY‑end 2024 |
Risk Indicators and Context Relevant to Compensation/Retention
- Listing and capital structure: Company undertook a reverse stock split (Board-authorized range 1-for-10 to 1-for-150; later executed at 1:85) to address Nasdaq bid-price deficiency and maintain listing; ongoing capital raises via Series D/E Preferred and warrants require shareholder approval to unlock full anti-dilution adjustments and facilitate conversions/exercises .
- Internal control environment and auditor turnover: Material weaknesses disclosed across 2023–2024 (segregation of duties, control precision, expense approvals, related-party processes, ITGC); auditor changed from EisnerAmper to MaloneBailey in Feb 2025 . These factors increase scrutiny on executive certifications and can influence clawback exposure and incentive design .
- Liquidity and debt: Multiple forbearance/waiver agreements with Veru on legacy notes; amendment/restatement increased principal on a Veru note; Keystone short-term financing with subordination and mandatory prepayment mechanics—together point to tight liquidity and financing dependencies during Fedasz’s interim tenure .
- Governance dynamics: Executive chair changes (Sapirstein appointed Executive Chairman Feb 2025, then resigned Mar 28, 2025), Board composition changes, and Fedasz dual‑hatting as CEO/CFO concentrate accountability and may impact succession and retention planning .
Compensation Structure Analysis
- Cash-heavy, consulting-based compensation with no disclosed performance bonus or equity for 2024 indicates limited pay-for-performance linkage at the executive level for Fedasz in the period reviewed .
- No incremental compensation upon elevation to Interim CEO further underscores cash cost-containment but may under-incentivize long-term value creation without subsequent equity grants .
- Clawback adoption aligns with best practices and investor expectations for any future incentive pay .
- Absence of outstanding equity and zero reported beneficial ownership diminishes alignment and could elevate retention risk in a turnaround/capital constrained context unless addressed prospectively .
Investment Implications
- Alignment and retention: Fedasz currently has no disclosed equity ownership or outstanding awards; near-term selling pressure is minimal, but so is alignment—watch for post‑meeting equity grants or program changes that add performance‑linked equity and ownership guidelines .
- Certification and controls: Dual‑hat CEO/CFO structure, auditor change, and disclosed material weaknesses heighten execution risk around financial reporting; clawback policy mitigates some downside but reinforces importance of tightening controls under her certifications .
- Capital structure overhang: Series D/E anti‑dilution, floor prices, and warrant mechanics create equity overhang and potential dilution; outcomes of shareholder approvals and subsequent conversions/exercises are key near‑term stock drivers that intersect with compensation affordability and retention levers .
- Governance/succession: Interim status, consulting agreement with 30‑day termination right, and no added CEO pay suggest flexibility but also potential continuity risk until a permanent structure and incentive framework are formalized .