DEF 14A of Veru Inc.
Filed Jan 28, 2026 · FY20250001140361-26-002671
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors has established the number of directors at six. The Board of Directors has nominated Mitchell S. Steiner, M.D., F.A.C.S., Harry Fisch, M.D., F.A.C.S., Michael L. Rankowitz, Grace Hyun, M.D., Lucy Lu, M.D., and Loren Katzovitz for election as directors, all to serve until the 2027 Annual Meeting of Shareholders. All of the nominees are incumbent directors. We anticipate that the nominees for election as directors will be candidates when the election is held. However, if any of the nominees should be unable or unwilling to serve, the proxies, pursuant to the authority granted to them by the Board of Directors, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authority with respect to the election of directors). Below is information as of the date of this Proxy Statement about each nominee for election to our Board of Directors at the Annual Meeting. The information presented includes information each nominee has given us about his or her age, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. The information presented also includes, under the heading “Director Qualifications,” a description for each nominee of the specific experience, qualifications, attributes and skills that led the Nominating and Governance Committee and the Board of Directors to conclude that he or she should serve as a director. Our Nominating and Corporate Governance Committee regularly evaluates the mix of experience, qualifications, attributes and skills of our directors using a matrix of areas that the Committee considers important for our business. In addition to the information presented below regarding the nominee’s specific experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board of Directors to conclude that the nominee should serve as a director, the Nominating and Corporate Governance Committee and the Board of Directors also considered the qualifications and criteria described below under “Corporate Governance Matters – Director Nominations” with the objective of creating a complementary mix of directors.
Nominees for Election as Directors
Nominees for Election as Directors MITCHELL S. STEINER, M.D., F.A.C.S.
Age: 65; Elected Director: 2016; Present Term Ends: 2026 Annual Meeting
Age: 65; Elected Director: 2016; Present Term Ends: 2026 Annual Meeting Mitchell S. Steiner, M.D., F.A.C.S. has served as President and Chief Executive Officer of the Company and as a director of the Company since October 2016 and as Chairman of the Board since March 2018. Dr. Steiner was the co-founder of Aspen Park Pharmaceuticals, Inc. (“Aspen Park”), and served as Aspen Park’s Chief Executive Officer, President and Vice Chairman of the Board from July 2014 to October 2016. From 2014 to 2016, Dr. Steiner was a consultant and then the President, Urology and member of senior management of OPKO Health, Inc. (NASDAQ:OPK) and had responsibilities for the launch, marketing, sales and reimbursement of 4Kscore prostate cancer test to urologists and primary care physicians. Dr. Steiner was also the co-founder of GTx, Inc., a men’s health and oncology public company, where he served as Chief Executive Officer and Vice Chairman of Board of Directors from 1997 to 2014. Dr. Steiner is a Board Certified Urologist and a Fellow of the American College of Surgeons and has held numerous academic appointments, including Assistant Professor of Urology, Cell Biology, and Pathology at Vanderbilt School of Medicine from 1993 to 1995 and Chairman and Professor of Urology, Director of Urologic Oncology and Research and the Chair of Excellence in Urologic Oncology at the University of Tennessee from 1995 to 2004. Dr. Steiner holds a B.A. in Molecular Biology and Chemistry from Vanderbilt University and an M.D. from the University of Tennessee. He performed his surgical and urologic training at The Johns Hopkins Hospital and postdoctoral research fellow in cell biology at Vanderbilt School of Medicine. Dr. Steiner’s medical background and extensive leadership and management experience, including strategic planning, marketing, new product development, market research, operations, corporate communication, corporate transactions, as well as a deep knowledge of the Company’s industry, business and strategic evolution and his experience as the President, Chief Executive Officer and co-founder of Aspen Park, all led to the conclusion that he should serve as a director and Chairman, President and Chief Executive Officer of the Company. HARRY FISCH, M.D., F.A.C.S. Harry Fisch, M.D., F.A.C.S. has served as a director of the Company since October 2016, as Vice Chairman of the Board since March 2018 and as Chief Corporate Officer of the Company since January 2018. Dr. Fisch was the co-founder of Aspen Park and served as the Chairman of the Board and Chief Scientific Officer of Aspen Park from July 2014 to October 2016. Since 1994, Dr. Fisch has served as the Chief Executive Officer and President of Millennium Sciences, Inc. Dr. Fisch has also had numerous academic and clinical appointments including Clinical Professor of Urology and Reproductive Medicine at Weill College of Medicine, Cornell University from 2009 to 2022, Director of the Male Reproductive Center at Albert Einstein College of Medicine/Montefiore Medical Center from 1998 to 1999 and Professor of Clinical Urology at Columbia University, College of Physicians and Surgeons from 1999 to 2009. Dr. Fisch is a Board Certified Urologist and a Fellow of the American College of Surgeons. Dr. Fisch holds a B.A. in Chemistry from the State University of New York at Binghamton, an M.D. from Mount Sinai School of Medicine, New York, and performed his surgical and urologic training at Albert Einstein College of Medicine/Montefiore Medical Center.
Director Qualifications
Director Qualifications Dr. Fisch’s medical background, experience in the pharmaceutical industry and deep understanding of the Company’s industry, business and strategic evolution, as well as his experience as the Chairman of the Board, Chief Scientific Officer and a co-founder of Aspen Park, all led to the conclusion that he should serve as a director of the Company.
MICHAEL L. RANKOWITZ
MICHAEL L. RANKOWITZ
Age: 68; Elected Director: 2018; Present Term Ends: 2026 Annual Meeting
Age: 68; Elected Director: 2018; Present Term Ends: 2026 Annual Meeting Michael L. Rankowitz has served as a director of the Company since March 2018. Mr. Rankowitz has served as a Senior Advisor at Morgan Stanley since 2001. From 1980 to 2001, Mr. Rankowitz was employed at Morgan Stanely, most recently from 1992 to 2001 as a managing director, where he also served as a co-head of Global High Yield and was responsible for risk management, research and sales for high yield, emerging markets, bank debt and distressed securities. Mr. Rankowitz has held directorships with NF Investment Corp., Carlyle Funds, 1st Tee of Metropolitan New York, Discover Card, Clarent Hospital Corp., New York Racing Authority, International Dyslexia Association - New York Branch, Trinity School (New York) and Browning School (New York). He has a B.S. in Mathematics from the University of Vermont.
Director Qualifications
Director Qualifications Mr. Rankowitz’s extensive experience in investment banking, particularly in corporate finance transactions and risk management, led to the conclusion that he should serve as a director of the Company. GRACE HYUN, M.D.
Age: 54; Elected Director: 2020; Present Term Ends: 2026 Annual Meeting
Age: 54; Elected Director: 2020; Present Term Ends: 2026 Annual Meeting Grace Hyun, M.D., has served as a director of the Company since August 2020. Ms. Hyun has served as a Director of Pediatric Urology at NYU Langone Hospital-Brooklyn and a Clinical Associate Professor at NYU Langone School of Medicine since 2017. From 2011 to 2017, Ms. Hyun served as an Associate Director of Pediatric Urology at The Mount Sinai Medical Center and as an Assistant Professor at The Mount Sinai School of Medicine. She has served as a board member to the New York Section of the American Urological Association, the New York Academy of Medicine and the Societies of Pediatric Urology. She received her M.D. from Cornell University Medical School and has a B.A. in History from Columbia University.
Director Qualifications
Director Qualifications Dr. Hyun’s medical background and deep understanding of the Company’s industry led to the conclusion that she should serve as a director of the Company. LUCY LU, M.D.
Age: 51; Appointed Director: 2021; Present Term Ends: 2026 Annual Meeting
Age: 51; Appointed Director: 2021; Present Term Ends: 2026 Annual Meeting Lucy Lu, M.D. has served as a director of the Company since May 2021 and previously from October 2016 to March 2019. Dr. Lu has served as Chief Strategy Officer of Fortress Biotech, Inc. since April 2025. She also served as a director of Fortress Biotech, Inc. from December 2022 to April 2025. She served as Chief Operations Officer of Innovative Cellular Therapeutics, Inc., a company focused on developing cell therapy for solid tumors, from April 2022 to February 2024. From February 2015 to March 2022, Dr. Lu was President, Chief Executive Officer and a director of Avenue Therapeutics, Inc., a company focused on pharmaceutical therapies used in the acute care setting. From February 2012 to June 2017, Dr. Lu was the Executive Vice President and Chief Financial Officer of Fortress Biotech, Inc. Prior to working in the biotech industry, Dr. Lu had 10 years of experience in healthcare-related equity research and investment banking. From February 2007 to January 2012, Dr. Lu was a senior biotechnology equity analyst with Citigroup Investment Research. From 2004 until joining Citigroup, she was with First Albany Capital, serving as Vice President from April 2004 until becoming a Principal of First Albany Capital in February 2006. Dr. Lu obtained her M.D. from the New York University School of Medicine and her M.B.A. from the Leonard N. Stern School of Business at New York University. Dr. Lu obtained a B.A. from the University of Tennessee’s College of Arts and Science. Dr. Lu’s extensive experience in leadership positions in the pharmaceutical and medical products industries and her knowledge of the Company from her previous service as a director led to the conclusion that she should serve as a director of the Company.
LOREN KATZOVITZ
LOREN KATZOVITZ
Age: 64; Appointed Director: 2024; Present Term Ends: 2026 Annual Meeting
Age: 64; Appointed Director: 2024; Present Term Ends: 2026 Annual Meeting Mr. Katzovitz has served as a director of the Company since August 2024. Mr. Katzovitz has served as Senior Managing Director of Centiva Capital since December 2023. From September 2017 to October 2023, Mr. Katzovitz served as Managing Director of Lazard Asset Management. He previously led several businesses related to Guggenheim Partners, which he joined in 2002. Mr. Katzovitz was Guggenheim Partners’ President and a Managing Partner until 2006. During this time, he co-founded Guggenheim Advisors and Guggenheim Alternative Asset Management (GAAM), serving as its Chairman & CEO until 2011. Then, Mr. Katzovitz transitioned his role at GAAM to launch Guggenheim Global Trading (GGT), which served as Guggenheim Partners Proprietary investment vehicle. He then formed Deimos Asset Management which was formed through a management buyout of GGT. Mr. Katzovitz holds a B.S. degree from the University of Southern California.
Summary Compensation Table
Summary Compensation Table The table shown below provides information for the Company’s last two fiscal years regarding compensation paid by the Company to the person who served as Chief Executive Officer during fiscal 2025 and the two other most highly compensated executive officers of the Company based on their total compensation during fiscal 2025. The individuals listed in this table are referred to elsewhere in this proxy statement as the “named executive officers.”
Summary Compensation Table
| Name and Principal Position | Year | Salary | Option Awards(1) | Nonequity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Mitchell S. Steiner, Chairman, President and Chief Executive Officer | 2025 | $836,211 | $163,296 | $636,156 | $14,000 | $1,649,663 | | | 2024 | $804,049 | $516,774 | $656,380 | — | $1,977,203 | | K. Gary Barnette, Chief Scientific Officer | 2025 | $615,619 | $44,928 | $266,460 | $14,000 | $941,007 | | | 2024 | $591,941 | $140,189 | $270,606 | — | $1,002,736 | | Harry Fisch Vice Chairman and Chief Corporate Officer | 2025 | $505,633 | $44,928 | $218,855 | — | $769,416 | | | 2024 | $486,186 | $140,189 | $222,260 | — | $848,635 |
Summary Compensation Table
| (1) We have used equity incentive compensation in the form of grants of stock options subject to time-based vesting criteria to further achieve our goals of aligning our shareholders’ interests with those of our named executive officers and to promote our executive retention objectives. The amount in this column equals the grant date fair value of the award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of the grant date fair value are included in Note 10 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 17, 2025. |
Summary Compensation Table
| (2) The Company has an annual incentive bonus program which provides participating named executive officers with the opportunity to receive annual payouts in cash and/or options to purchase shares of Common Stock. Participants are eligible to receive payouts upon achievement of corporate goals and individual goals. Corporate goals for fiscal 2024 and fiscal 2025 included specific objectives relating to general corporate matters and development for our drug candidates as well as the performance of our FC2 business for the fiscal 2024 bonus and the sale of the FC2 business for the fiscal 2025 bonus. Payouts are equal to each participant’s target amount multiplied by the weighted percentage achievement of the corporate goals and the participant’s individual goals. |
Summary Compensation Table
| (3) The amount of “All Other Compensation” consists of matching contributions by the Company under the Company’s retirement plan for its employees. |
Pay Versus Performance
Pay Versus Performance The Company and its Compensation Committee are committed to ensuring alignment between Company performance and executive compensation to encourage and reward management for the creation of stockholder value. This Pay versus Performance disclosure provides an additional perspective on our pay and performance alignment. This perspective is enhanced by the inclusion of Compensation Actually Paid (CAP) to our named executive officers, which captures the annual change in management’s total, company-derived wealth. This provides a distinct view from total compensation for our named executive officers as set forth in the “Summary Compensation Table” (SCT) pay, which captures the annual economic cost of compensation to the Company.
Pay Versus Performance Table
Pay Versus Performance Table The following table shows the past two fiscal years’ of SCT pay, CAP, our indexed total shareholder return (TSR), and our net income. Pay vs. Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1&2) | Compensation Actually Paid to PEO(1&3) | Average Summary Compensation Table Total for Non-PEO NEOs(1&2) | Average Compensation Actually Paid to Non-PEO NEOs(1&3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Loss (thousands)(5) | | 2025 | $1,649,663 | $1,384,231 | $855,212 | $778,954 | $3.30 | $(22,726) | | 2024 | $1,977,203 | $1,827,392 | $925,686 | $896,816 | $6.68 | $(37,801) | | 2023 | $4,714,041 | $(5,951,853) | $1,615,858 | $(2,144,042) | $6.25 | $(93,153) |
Pay Versus Performance Table
| 1 | The Company’s Principal Executive Officer (PEO) and Named Executive Officers (NEOs) included in these columns reflect the following: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2025 | Mitchell Steiner | K. Gary Barnette and Harry Fisch | | 2024 | Mitchell Steiner | K. Gary Barnette and Harry Fisch | | 2023 | Mitchell Steiner | Michele Greco and K. Gary Barnette |
Pay Versus Performance Table
| 2 | Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. |
Pay Versus Performance Table
| 3 | The following table details the adjustment to the Summary Compensation Table Total Pay for our PEO and the average for our other NEOs, to determine “compensation actually paid”, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
Pay Versus Performance Table
| | PEO | | | NEO Average | | | | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Summary Compensation Table Total | $1,649,663 | $1,977,203 | $4,714,041 | $855,212 | $925,686 | $1,615,858 | | Less: Reported Fair Value of Equity Awards(a) | (163,296) | (516,774) | (3,828,717) | (44,928) | (140,189) | (1,030,871) | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year (b) | 118,177 | 216,298 | 301,459 | 32,514 | 58,677 | 81,813 | | Add: Fair Value of Equity Awards Granted in the Year that Vested in the Year (b) | 0 | 0 | 0 | 0 | 0 | 0 | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | (65,832) | 156,453 | (1,999,699) | (22,313) | 55,479 | (761,211) | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (b) | (154,481) | (5,788) | (5,138,937) | (41,531) | (2,837) | (2,049,631) | | Less: Fair Value at end of Prior Year of Equity Awards Granted in Prior Years that Forfeited During the Year(b) | 0 | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid | $1,384,231 | $1,827,392 | $(5,951,853) | $778,954 | $896,816 | $(2,144,042) |
Pay Versus Performance Table
| (a) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance Table
| (b) Fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP, including expected term, expected volatility, expected dividend yield, and risk-free interest rates. See Note 10 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 17, 2025. |
Pay Versus Performance Table
| 4 | The amounts reflect the indexed total shareholder return of our Common Stock at the end of each fiscal year. In each case, assume an initial investment of $100 on September 30, 2022, and reinvestment of dividends, if any. |
Pay Versus Performance Table
| 5 | The dollar amounts reported represent the net income reflected in our audited financial statements for the applicable year. |
Relationship between Compensation Actually Paid and the Company’s Net Loss and Total Shareholder Return
Relationship between Compensation Actually Paid and the Company’s Net Loss and Total Shareholder Return As described in more detail under “Proposal 4: Non-Binding Advisory Vote on Executive Compensation,” the Company’s executive compensation program reflects a pay-for-performance philosophy. Because the Company’s business is focused on its drug development program and its research and development expenses can fluctuate based on the status of its clinical trial activity, the Company does not look to net loss as a performance measure for its executive compensation program. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. A large component of the Company’s executive compensation is equity-based to align compensation with performance, but compensation also includes annual cash bonuses that are designed to incentivize our named executive officers to achieve annual corporate goals. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table above. Net Loss. The Company’s net loss has decreased from $93.2 million in fiscal 2023 to $37.8 million in fiscal 2024 and $22.7 million in fiscal 2025. The compensation actually paid to the Company’s PEO (as computed in accordance with SEC rules) was $(6.0) million in fiscal 2023, $1.8 million in fiscal 2024 and $1.4 million in fiscal 2025, and the average compensation actually paid to the Company’s non-PEO NEOs (as computed in accordance with SEC rules) was $(2.1) million in fiscal 2023, $0.9 million in fiscal 2024 and $0.9 million in fiscal 2025. Total Shareholder Return. The value of an initial fixed $100 investment based on total shareholder return value was $6.25 as of the end of fiscal 2023, $6.68 as of the end of fiscal 2024 and $3.30 as of the end of fiscal 2025. The compensation actually paid to the Company’s PEO (as computed in accordance with SEC rules) was $(6.0) million in fiscal 2023, $1.8 million in fiscal 2024 and $1.4 million in fiscal 2025, and the average compensation actually paid to the Company’s non-PEO NEOs (as computed in accordance with SEC rules) was $(2.1) million in fiscal 2023, $0.9 million in fiscal 2024 and $0.9 million in fiscal 2025.
DIRECTOR COMPENSATION AND BENEFITS
DIRECTOR COMPENSATION AND BENEFITS