CITIUS ONCOLOGY, INC.
For the period ended Sep 30, 2025. Filed Dec 23, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Dec 23, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 11. Executive Compensation
EXECUTIVE COMPENSATION
Our Named Executive Officers (as identified below) also are employees of Citius Pharma. The services of Citius Pharma’s employees as our Named Executive Officers are provided to us pursuant to an amended and restated shared services agreement with Citius Pharma. For the fiscal years ended September 30, 2025 and 2024, pursuant to the shared services agreement, Citius Pharma allocated a portion of the salary and non-equity incentive compensation paid during each of those fiscal years to the services provided to us by its employees acting as our Named Executive Officers. No benefits provided by Citius Pharma are allocated to any of our Named Executive Officers.
Executive Compensation Objectives
We seek to achieve the following broad goals in our executive compensation programs and decisions regarding individual compensation:
| o | Attract and retain executives critical to our overall success. |
| o | Reward executives for contributions to achieving strategic goals that enhance stockholder value. |
| o | Foster and maintain a company culture of ownership, creativity and innovation. |
| o | Motivate our executive officers to achieve critical long- and short-term development, product and financial milestones set by the Board in consultation with management. |
Named Executive Officers
Our “Named Executive Officers” for the year ended September 30, 2025 consist of Mr. Mazur, our Chief Executive Officer, and Mr. Holubiak, our Secretary, and Dr. Czuczman, our Chief Medical Officer, who were the two most highly compensated executive officers other than Mr. Mazur serving as executive officers as of September 30, 2025.
General Compensation Process
The Compensation Committee is responsible for determining the elements and levels of compensation for our Named Executive Officers. In doing so, the Compensation Committee reviews our corporate performance against financial and corporate achievement measures, assesses individual performance and evaluates recommendations of the Chief Executive Officer regarding compensation for other Named Executive Officers. Deliberations of the Compensation Committee may occur within a meeting of the full Board at which all members of the Compensation Committee are in attendance and the Board may take action in such meetings upon the advice of the Compensation Committee Chair and/or its members.
To assist in its deliberations regarding executive compensation, the Compensation Committee may engage the services of an independent executive compensation advisor. The Company would anticipate that the Compensation Committee may work with such independent executive compensation advisor to develop a peer group of companies within the biotechnology and pharmaceuticals industries.
Components of Compensation
The key components of our executive compensation package are cash compensation (salary) and long-term equity incentive awards. These components are administered with the goal of providing total compensation that recognizes meaningful differences in individual performance, is competitive, varies the opportunity based on individual and corporate performance, and is valued by our Named Executive Officers.
Base Salary
It is the Compensation Committee’s objective to set a competitive rate of annual base salary for each Named Executive Officer. The Compensation Committee believes competitive base salaries are necessary to attract and retain top quality executives, since it is common practice for public companies to provide their named executive officers with a guaranteed annual component of compensation that is not subject to performance risk. The Compensation Committee, on its own or with outside consultants may establish salary ranges for our Named Executive Officers, with minimum to maximum opportunities that cover the normal range of market variability. The actual base salary for each Named Executive Officer is then derived from those salary ranges based on his responsibility, tenure and past performance and market comparability. Annual base salaries for the Named Executive Officers are reviewed and approved by the Compensation Committee. Changes in base salary are based on the scope of an individual’s current job responsibilities, individual performance in the previous performance year, target pay position relative to the peer group, and our salary budget guidelines. The Compensation Committee reviews established goals and objectives and determines an individual’s achievement of those goals and objectives and considers the recommendations provided by the Chief Executive Officer to assist it in determining appropriate salaries for the Named Executive Officers other than the Chief Executive Officer.
The base salary information for our Named Executive Officers for the fiscal years ended September 30, 2025 and 2024 is set forth in the Summary Compensation Table below.
Long-Term Incentive Equity Awards
We believe that long-term corporate success is achieved with an ownership culture that encourages high performance by our employees through the use of stock-based awards. The Plans were each established to provide our employees, including our Named Executive Officers, with incentives to help align employees’ interests with the interests of our stockholders. The Compensation Committee believes that the use of stock-based awards offers the best approach to achieving our compensation goals of incentivizing long-term performance. We have historically elected to use stock options as the primary long-term equity incentive vehicle; however, the Compensation Committee has the ability under our stock plans to grant restricted stock and other equity awards as part of our long-term incentive program, although no such awards have been granted to date. We have selected the Black-Scholes method of valuation for stock-based compensation. The Compensation Committee generally oversees the administration of our stock plans.
Stock Options
Our 2024 Omnibus Stock Incentive Plan (the “2024 Plan”) authorizes us to grant options to purchase shares of common stock to our employees, directors and consultants. Our 2023 Omnibus Stock Incentive Plan (the “2023 Plan”) authorizes us to grant the same. Upon the adoption of the 2024 Plan, we ceased granting awards under the 2023 Plan.
The Compensation Committee reviews and approves stock option awards to Named Executive Officers based upon a review of competitive compensation data, an assessment of individual performance, a review of each Named Executive Officer’s existing long-term incentives, and retention considerations. Periodic stock option grants are made at the discretion of the Compensation Committee to eligible employees and, in appropriate circumstances, after consideration of any recommendations of our Chief Executive Officer.
Stock options granted to employees have an exercise price equal to the fair market value of our common stock on the day of grant, typically vest over a time or upon the achievement of certain performance-based milestones and are based upon continued employment, and generally expire 10 years after the date of grant. The fair value of the options granted to the Named Executive Officers and reflected in the Summary Compensation Table is determined in accordance with the Black-Scholes method of valuation for share-based compensation. Incentive stock options also include certain other terms necessary to ensure compliance with the Code.
We expect to continue to use stock options as a long-term incentive vehicle because:
| o | Stock options align the interests of our Named Executive Officers with those of our stockholders, supporting a pay-for performance culture, foster employee stock ownership, and focus the management team on increasing value for our stockholders. |
| o | Stock options are performance-based. All of the value received by the recipient of a stock option is based on the growth of the stock price. In addition, stock options can be issued with vesting based on the achievement of specified milestones although we have not used such performance-based vesting to date. |
| o | Stock options help provide balance to the overall executive compensation program as base salary and annual bonuses focus on short-term compensation, while stock options focus on long-term compensation. |
| o | The vesting period of stock options over time encourages executive retention and is designed to increase stockholder value. In determining the number of stock options to be granted to our Named Executive Officers, we take into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value and the individual’s historic and recent performance and the value of stock options in relation to other elements of the individual Named Executive Officer’s total compensation. |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
While we do not have a formal written policy in place with regard to the timing of awards of options or similar awards in relation to the disclosure of material nonpublic information, our equity awards are generally granted on fixed dates determined in advance. On limited occasions, our Compensation Committee or Board may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes.
The Committee approves all equity award grants on or before the grant date and does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, the Committee does not time the release of material nonpublic information based on equity award grant dates.
Executive Benefits and Perquisites
Our Named Executive Officers are not currently parties to employment agreements. We will consider entering into employment agreements as necessary and advisable. In addition, consistent with our compensation philosophy, we intend to establish benefits for our Named Executive Officers, including medical, dental and life insurance and the ability to contribute to a 401(k) plan. We would expect these benefits to be comparable to benefit levels for comparable companies.
Pension Benefits
We do not maintain any qualified or non-qualified defined benefit plans. As a result, none of our Named Executive Officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. Our Compensation Committee or Board may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.
Nonqualified Deferred Compensation
None of our Named Executive Officers participate in or have account balances in nonqualified defined contribution plans or other non-qualified deferred compensation plans maintained by us. Our Compensation Committee or Board may elect to provide our officers and other employees with non-qualified defined contribution or other non-qualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
Summary Compensation Table
The following table sets forth information regarding compensation paid to our Named Executive Officers for the years ended September 30, 2025 and 2024.
| Name & Position · Fiscal Year · Salary (1) · Bonus · Stock Award (2) · Option Awards (2) · All Other Compensation · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Leonard Mazur | 2025 | $166,250 | $ | -- | $2,975,000 | $647,723 | $ | -- | $3,788,973 |
| Chief Executive Officer and Executive Chairman | 2024 | $166,250 | $ | -- | -- | $2,035,000 | $ | -- | $2,201,250 |
| Myron Holubiak | 2025 | $450,000 | $ | -- | $1,487,500 | $242,896 | $ | -- | $2,180,396 |
| Executive Vice Chairman | 2024 | $450,000 | $ | -- | -- | $825,000 | $ | -- | $1,275,000 |
| Myron Czuczman | 2025 | $225,000 | $ | -- | $1,443,750 | $323,862 | $ | -- | $1,992,612 |
| Chief Medical Officer | 2024 | $225,000 | $ | -- | -- | $770,000 | $ | -- | $995,000 |
| (1) | The salary represents that portion of the total salary received by the Named Executive Officer from Citius Pharma that has been allocated to Citius Oncology pursuant to the Shared Services Agreement. |
| (2) | The dollar amount set forth in the table above represents the aggregate grant date fair value for all restricted stock awards or option awards, as applicable, granted to the executive officer with respect to the fiscal year in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the restricted stock awards or stock options, the exercise of the stock options, or the sale of the common stock underlying such restricted stock awards or stock options. |
Outstanding Equity Awards at Fiscal Year-End 2025
The following table contains certain information concerning unexercised options for our executive officers as of September 30, 2025.
| Option Awards · Stock Awards | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name · Number of Securities Underlying Unexercised Options Exercisable · Number of Securities Underlying Unexercised Options Unexercisable · Option Exercise Price · Option Expiration Date · Number of shares or units of stock that have not vested · Market value of shares or units of stock that have not vested | |||||||||
| Leonard Mazur | 2,466,667 | 1,233,333 | (1) | $2.15 | 07/05/2033 | - | - | ||
| Chief Executive Officer and Chairman | 266,667 | 533,333 | (2) | $1.07 | 12/12/2034 | - | - | ||
| - | - | - | - | 1,700,000 | (3) | $3,451,000 | (4) | ||
| Myron Holubiak | 1,000,000 | 500,000 | (1) | $2.15 | 07/05/2033 | - | - | ||
| Executive Vice Chairman | 100,000 | 200,000 | (2) | $1.07 | 12/12/2034 | - | - | ||
| - | - | - | - | 850,000 | (3) | $1,725,500 | (4) | ||
| Myron Czuczman | 933,333 | 466,667 | $2.15 | 07/05/2033 | - | - | |||
| Chief Medical Officer | 133,333 | 266,667 | $1.07 | 12/12/2024 | - | - | |||
| - | - | - | - | 825,000 | (3) | $1,674,750 | (4) | ||
| (1) | This option, originally issued by Citius Oncology Sub, Inc., vests over three years, beginning July 5, 2023, with 1/36th every month for the first year, and the 1/3 each on the second and third anniversary of July 5, 2023, provided that grantee provides continuous service to the Company or a related entity as of each such vesting date. The option was assumed by Citius Oncology, Inc. in the Merger, which closed August 12, 2024. |
| (2) | The options will vest in three substantially equal installments on the first, second and third anniversaries of December 12, 2024, provided that grantee provides continuous service to the Company or a related entity as of each such vesting date. |
| (3) | The shares will vest in total on the third anniversary of September 19, 2025, subject to the grantee’s continuous service to the Company or a related entity as of each such vesting date. |
| (4) | Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on September 30, 2025, which was $2.03. |
Option Repricing
We did not engage in any repricing or other modifications to any of our executive officers’ outstanding options during the year ended September 30, 2025.
Director Compensation
Director Compensation for the Fiscal Year ended September 30, 2025
The Board has not yet approved a compensation plan for non-employee directors. To assist in its deliberations regarding non-employee compensation, the Compensation Committee may engage the services of an independent compensation advisor. The Company would anticipate that the Compensation Committee may work with such independent compensation advisor to develop a peer group of companies within the biotechnology and pharmaceuticals industries.
Also, as part of the non-employee director compensation plan, we anticipate that non-employee directors would be entitled to receive stock options as part of their annual compensation. In December 2024, our non-employee directors were awarded stock option awards and in September 2025, our non-employee directors were awarded restricted stock awards, each for their service as non-employee directors.
Director compensation for the year ended September 30, 2025 was as follows:
| Name · Fees Earned or Paid in Cash (1) · Stock Awards (1) · Option Awards (1) · All Other Compensation · Total | ||||||
|---|---|---|---|---|---|---|
| Suren Dutia (2) | $ | - | $525,000 | $95,813 | - | $620,813 |
| Dr. Eugene Holuka (2) | $ | - | $525,000 | $95,813 | - | $620,813 |
| Joel Mayersohn (2) | $10,000 | $525,000 | $191,626 | - | $726,626 | |
| Dennis McGrath (2) | $ | - | $525,000 | $95,813 | - | $620,813 |
| Robert Smith (2) | $ | - | $525,000 | $95,813 | - | $620,813 |
| Carol Webb (2) | $ | - | $525,000 | $95,813 | - | $620,813 |
| (1) | The dollar amount set forth in the table above represents the aggregate grant date fair value for all restricted stock awards or option awards, as applicable, granted to the director with respect to the fiscal year in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the restricted stock awards or stock options, the exercise of the stock options, or the sale of the common stock underlying such restricted stock awards or stock options. |
| (2) | At September 30, 2025, the non-employee directors held the following options to purchase shares of Citius Oncology common stock: Mr. Dutia, 275,000; Dr. Holuka 275,000; Mr. Mayersohn 250,000; Mr. McGrath; 275,000; Mr. Smith 125,000; and Ms. Webb 275,000. . |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.