Mitchell Steiner
VERUAbout Mitchell Steiner
Mitchell S. Steiner, M.D., F.A.C.S., age 64, has served as VERU’s President & CEO since October 2016, a director since 2016, and Chairman since March 2018. He is a board-certified urologist with prior academic roles at Vanderbilt (1993–1995) and University of Tennessee (1995–2004), and co-founded GTx and Aspen Park; he also held senior leadership at OPKO Health (2014–2016) . Pay-versus-performance shows indexed TSR of $135.05 (FY2022), $8.44 (FY2023), and $9.03 (FY2024) alongside net losses of $(84,041)k, $(93,153)k, and $(37,801)k, respectively, indicating shareholder value volatility during the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aspen Park Pharmaceuticals | Co-founder; CEO, President, Vice Chairman | 2014–2016 | Built men’s health/oncology platform; executive leadership |
| OPKO Health (NASDAQ: OPK) | Consultant; President, Urology, senior management | 2014–2016 | Led launch/marketing/reimbursement for 4Kscore prostate cancer test |
| GTx, Inc. | Co-founder; CEO; Vice Chairman | 1997–2014 | Grew publicly traded men’s health/oncology company |
| Vanderbilt School of Medicine | Assistant Professor (Urology, Cell Biology, Pathology) | 1993–1995 | Academic research and training |
| University of Tennessee | Chairman & Professor of Urology; Director of Urologic Oncology & Research | 1995–2004 | Led clinical program; Chair of Excellence in Urologic Oncology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GTx, Inc. | Vice Chairman of Board | 1997–2014 | Public men’s health/oncology company |
| Aspen Park Pharmaceuticals | Vice Chairman of Board | 2014–2016 | Co-founder; executive leadership |
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 |
|---|---|---|
| Base Salary | $865,524 | $804,049 |
| Option Awards (Grant-date Fair Value) | $3,828,717 | $516,774 |
| Nonequity Incentive Plan Compensation (Annual Bonus Paid) | $0 | $656,380 |
| All Other Compensation | $19,800 | $0 |
| Total Reported Compensation | $4,714,041 | $1,977,203 |
Performance Compensation
- Annual incentive bonus program pays cash and/or options based on corporate and individual goal achievement (general corporate matters, drug candidate development, and FC2 business). No payout in FY2023; FY2024 payout was $656,380 .
- Company adopted a clawback policy effective Nov 30, 2023 for accounting restatements; April 1, 2024 restatement did not trigger recoupment .
Pay vs Performance Metrics
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Indexed Total Shareholder Return (Initial $100 on 9/30/2021) | $135.05 | $8.44 | $9.03 |
| Net Loss (USD thousands) | $(84,041) | $(93,153) | $(37,801) |
| CEO Summary Compensation Table Total | $6,096,281 | $4,714,041 | $1,977,203 |
| CEO Compensation Actually Paid (Item 402(v)) | $9,344,904 | $(5,951,853) | $1,827,392 |
Equity Award Vesting and Change-of-Control Treatment
- Options generally vest over three years from grant; all options vest upon a change of control per the equity plan .
- 5/7/2024 grant: 376,000 options to Steiner at $1.63 exercise; vest one-third on 5/7/2025, 5/7/2026, 5/7/2027; grant-date fair value $516,774 .
Key Option Holdings (as of 9/30/2024)
| Grant/Block | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Legacy grants (multiple 2017–2020 blocks) | 1,681,? see below | — | $1.20–$2.75 | 2027–2030 |
| 11/03/2021 | 240,000 | 120,000 | $8.35 | 11/03/2031 |
| 04/22/2022 | 200,000 | 100,000 | $11.21 | 04/22/2032 |
| 11/02/2022 | 124,000 | 248,000 | $11.46 | 11/02/2032 |
| 05/09/2023 | 124,667 | 249,333 | $1.37 | 05/09/2033 |
| 05/07/2024 | — | 376,000 | $1.63 | 05/07/2034 |
Note: Company policy prohibits option repricing without shareholder approval; minimum 12-month vesting with limited exceptions .
Equity Ownership & Alignment
- Beneficial ownership (as-of May 28, 2025): 10,209,998 shares (6.8%) comprising 6,942,709 direct, 144,000 in trusts for adult children, and 3,123,289 subject to options exercisable within 60 days .
- Beneficial ownership (as-of Jan 16, 2025): 9,859,997 shares (6.6%) comprising 6,942,709 direct, 144,000 in trusts, and 2,773,288 subject to options exercisable within 60 days .
Ownership Detail
| Date | Total Beneficial Shares | % of Class | Direct | Trusts | Options (≤60 days) |
|---|---|---|---|---|---|
| 01/16/2025 | 9,859,997 | 6.6% | 6,942,709 | 144,000 | 2,773,288 |
| 05/28/2025 | 10,209,998 | 6.8% | 6,942,709 | 144,000 | 3,123,289 |
- Insider Trading Policy prohibits hedging; pledging or margin accounts require pre-clearance by the General Counsel .
Employment Terms
- Steiner Employment Agreement (effective Oct 31, 2016; auto-renewing annually): minimum base salary $375,000; eligible for annual bonus; equity plan participation; termination without cause or for good reason yields 1 year base salary continuation plus medical/dental coverage; includes noncompete, nonsolicit, and nondisclosure covenants .
- Equity awards accelerate on change of control under the equity incentive plan at the Committee’s discretion; awards may accelerate and restrictions lapse .
Board Governance
- Roles: Chairman of the Board and CEO (combined since March 2018); board determined Steiner and Fisch are not independent directors; no Lead Independent Director position .
- FY2024 Board Activity: 14 board meetings; all incumbent directors attended 100% of board and committee meetings; Audit Committee met 11 times; Compensation Committee met 2 times; Nominating Committee met 0 times .
- Committee memberships (FY2024): Audit—Lucy Lu (Chair), Rankowitz, Katzovitz; Compensation—Rankowitz (Chair), Hyun, Lu, Katzovitz; Nominating—Eisenberger (Chair), Rankowitz, Hyun .
Director Compensation (context)
- Non-employee directors receive stock options, with no cash retainers; e.g., FY2024 option grant fair values ranged ~$54.6k–$63.4k per director; outside directors held specified vested/unvested options and vesting schedules .
Related Party Transactions and Risk Indicators
- Related party employment: Steiner’s daughter employed in non-officer role; total compensation $267,000 in FY2024; Fisch’s son employed; total compensation $302,000 .
- Audit changes and internal control issues: Dismissed RSM; engaged Cherry Bekaert; material weaknesses led to restatements of FY2023 and FY2022, with going concern emphasis in FY2023; Audit Committee monitored independence and pre-approvals .
- Clawback policy adopted Nov 30, 2023; April 2024 restatement did not trigger recoupment .
- Reverse stock split and Nasdaq continued listing risk cited by Board; shareholder approval sought in July 2025 to cure minimum bid price deficiency by Aug 25, 2025 .
Compensation Structure Analysis
- Mix shift: FY2023 featured heavy option grant value ($3.83M), while FY2024 option grant value fell to $0.52M with cash bonus resuming ($0.66M); suggests pivot from equity-heavy 2023 to more balanced FY2024 compensation .
- At-risk pay: Options subject to time-based vesting; all options accelerate at change of control, potentially increasing sale incentives; options not repriced without shareholder approval .
- Governance protections: Minimum 12-month vesting; clawback policy in place; hedging prohibited and pledging restricted .
Investment Implications
- Alignment: Steiner’s ~6.6–6.8% beneficial stake and multi-year option holdings signal material alignment; hedging prohibited and pledging restricted, reducing misalignment risk .
- Incentive dynamics: Full acceleration of equity on change of control may tilt incentives toward strategic transactions if core performance lags; FY2022–FY2024 TSR and net losses highlight execution risk .
- Governance risk: Combined CEO/Chair role and absence of a Lead Independent Director heighten oversight concerns; however, all standing committees are chaired by independent directors with full attendance in FY2024 .
- Operating/financial risk context: Restatements and prior going concern disclosure, auditor change, and reliance on reverse split to maintain Nasdaq listing reinforce near-term financing and execution headwinds .