DEF 14A of Niagen Bioscience, Inc., Apr 25, 2024

DEF 14A of Niagen Bioscience, Inc.

Filed Apr 25, 2024 · FY20230001628280-24-018138

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated the eight individuals listed below to serve as directors. Our nominees include (i) six independent directors, as defined in the rules for companies traded on Nasdaq, (ii) one ChromaDex officer, Mr. Robert Fried, who became our Chief Executive Officer in June 2018 and (iii) one affiliated director, Mr. Frank Jaksch, who transitioned from Executive Chairman to Chairman of the Board in July 2022. Mr. Frank Jaksch, Jr. will not meet the criteria for an independent board member for a minimum of three years following his transition from an executive role, as required by Nasdaq Stock Market listing standards. Furthermore, according to Institutional Shareholder Services (ISS) classification, Mr. Jaksch, Jr. will be permanently ineligible for classification as an independent board member due to his prior position as CEO of the Company. Current Nominees and Election Information Each of our director nominees currently serves on the Board and was elected to a one-year term at the 2023 Annual Stockholders’ Meeting. Each director to be elected at the Annual Meeting will serve until the next annual meeting of stockholders and until his or her successor is elected and duly qualifies, or, if sooner, until such director’s death, resignation or removal. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board of Directors, unless the Board reduces the number of directors to be elected. Election of a director to the Board requires a plurality of the votes cast at the Annual Meeting. For each of the eight director nominees standing for election, the following pages set forth certain biographical information, including age as of the Record Date, a description of their principal occupation, business experience, and the primary qualifications, attributes and skills that the Nominating and Corporate Governance Committee considered in recommending each of them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2024 Annual Stockholders’ Meeting.

  2. Nominees for Election to Board of Directors

    Nominees for Election to Board of Directors

  3. Nominees for Election to Board of Directors

    | Nominee | Age | Director Since | | Frank Jaksch, Jr. | 55 | 2000 | | Robert Fried | 64 | 2015 | | Steven Rubin | 63 | 2017 | | Wendy Yu | 48 | 2017 | | Gary Ng | 52 | 2021 | | Kristin Patrick | 53 | 2022 | | Ann Cohen | 63 | 2022 | | Hamed Shahbazi | 49 | 2022 |

  4. Nominees for Election to Board of Directors

    Frank L. Jaksch, Jr., 55, is a Co-Founder of the Company and has served as a member of the Board since February 2000. Mr. Jaksch served as Co-Chairman of the Board from February 2000 to May 2010, as Chief Executive Officer from February 2000 to June 2018 and as Chairman of the Board from May 2010 to October 2011. In June 2018, Mr. Jaksch transitioned from Chief Executive Officer to Executive Chairman of the Board. In July 2022, Mr. Jaksch transitioned from his executive position and became Chairman of the Board. During his time as Executive Chairman, Mr. Jaksch oversaw research, strategy and operations for the Company with a focus on scientific and novel products for global markets. Currently, Mr. Jaksch serves as a director and Chief Executive Officer of Ayana Bio, a biotechnology company that produces plant and fungal bioactive ingredients for health and wellness, which he was appointed to in July 2022. Mr. Jaksch also currently serves as a director for Metadeq, a global NASH and metabolic diseases diagnostics company, which he was appointed to in January 2020. From 1993 to 1999, Mr. Jaksch served as International Subsidiaries Manager of Phenomenex, a life science supply company where he managed the international subsidiary and international business development divisions. Mr. Jaksch earned a B.S. degree in Chemistry and Biology from Valparaiso University. The Nominating and Corporate Governance Committee believes that Mr. Jaksch’s years of experience working in chemistry-related industries, his extensive sales and marketing background, and his knowledge of international business bring an understanding of the industries in which the Company operates as well as scientific expertise to the Board. Robert Fried, 64, became Chief Executive Officer in June of 2018. He has served as a director of the Company since July 2015, President and Chief Operating Officer from January to June 2018 and President and Chief Strategy Officer from March 2017 to January 2018. Mr. Fried also served as a member of the Nominating and Corporate Governance Committee from July 2015 to March 2017. Mr. Fried has served as Chairman of the Board of Directors of Tiger Media, Inc., which is now known as Fluent, Inc. (NASDAQ: FLNT), an information solutions provider focused on data-driven digital marketing services, from 2011 until June 2015. From 2007 to 2017, Mr. Fried was the founder and Chief Executive Officer of Spiritclips LLC, now called Hallmark Movies Now, a subscription streaming video service, which was acquired by Hallmark Cards Inc. in 2012. Mr. Fried is an Academy Award winning motion picture producer whose credits include Rudy, Collateral, Boondock Saints, So I Married an Axe Murderer, Godzilla, and numerous others. From December 1994 until June 1996, he was President and Chief Executive Officer of Savoy Pictures, a unit of Savoy Pictures Entertainment, Inc. Mr. Fried has also held several executive positions including Executive Vice President in charge of Production for Columbia Pictures, Director of Film Finance and Special Projects for Columbia Pictures, and Director of Business Development at Twentieth Century Fox. Mr. Fried holds an M.S. from Cornell University and an M.B.A. from the Columbia University Graduate School of Business. The Nominating and Corporate Governance Committee believes that Mr. Fried’s past experience as Chairman of the Board of Directors of another public company brings financial expertise and industry knowledge to the Board and his role as Chief Executive Officer provides important insight into the strategic operations of the Company. Steven D. Rubin, 63, has been a director of the Company since March 2017 and is a member of the Audit Committee and the Chair of the Compensation Committee. In June 2022, the Board of Directors appointed Mr. Rubin as Lead Independent Director of the Board of Directors. Mr. Rubin currently serves as OPKO Health, Inc.’s (NASDAQ: OPK) Executive Vice President – Administration since May 2007 and as a director since February 2007. He has extensive experience as a practicing lawyer, and as general counsel and board member to multiple public companies. Mr. Rubin currently serves on the board of directors of the following companies: Cocrystal Pharma, Inc. (NASDAQ:COCP), a biotechnology company developing new treatments for viral diseases; Eloxx Pharmaceuticals (NASDAQ: ELOX), a biotechnology company engaged in ribosomal RNA targeted genetic therapies for rare diseases; and Red Violet, Inc., (NASDAQ: RDVT) a leading analytics and information solutions provider. Mr. Rubin previously served as the Senior Vice President, General Counsel and Secretary of IVAX from August 2001 until September 2006. Mr. Rubin previously served as a director of the following companies: Neovasc, Inc. (NASDAQ:NVCN), a company developing and marketing medical specialty vascular devices; Non-Invasive Monitoring Systems, Inc. (OTCBB:NIMU), a medical device company; Castle Brands, Inc. (NYSE:ROX), a developer and marketer of premium brand spirits; Kidville, Inc. (OTCBB:KVIL), an operator of large, upscale facilities, catering to newborns through five-year-old children and their families and offers a wide range of developmental classes for newborns to five-year-olds; VBI Vaccines Inc. (NASDAQ CM: VBIV), a commercial-stage biopharmaceutical company developing a next generation of vaccines; Dreams, Inc. (NYSE MKT: DRJ), a vertically integrated sports licensing and products company; Safestitch Medical, Inc. prior to its merger with TransEnterix, Inc.; and, PROLOR Biotech, Inc.; and Cognit, Inc. (NASDAQ:COGT), a data and analytics company providing cloud-based mission-critical information and performance marketing solutions. Mr. Rubin holds a B.A. degree from Tulane University and a Juris Doctor from University of Florida. The Nominating and Corporate Governance Committee believes that Mr. Rubin’s past experience as general counsel and board member of multiple public companies bring financial expertise, industry knowledge, and a background working with public marketplaces to the Board. Wendy Yu, 48, has been a director of the Company since August 2017 and a member of the Nominating and Corporate Governance Committee since March 2018. Since 2012, Ms. Yu has served as the Chief Digital Officer of Horizons Digital Group Limited (affiliate of Horizons Ventures Limited, a Hong Kong based investment firm), overseeing the Asia expansion of Horizons’ portfolio companies and directing public relations, communications, marketing and events. Ms. Yu graduated from University of Toronto, majoring in Commerce and Psychology. Ms. Yu serves as the director nominated by Pioneer Step Holdings Limited pursuant to rights granted to Pioneer Step Holdings Limited pursuant to that certain Securities Purchase Agreement, dated April 26, 2017, by and among the Company and the certain purchasers named therein (the “April 2017 Purchase Agreement”). The Nominating and Corporate Governance Committee believes that Ms. Yu’s experience in management, marketing and communications bring valuable expertise to the Board.

  5. Nominees for Election to Board of Directors

    Gary Ng, 52, has been a director of the Company and a member of the Compensation Committee since December 2021. Mr. Ng is presently Project Director at Horizon Ventures Limited, a position he has held since March 2021. Mr. Ng currently serves on the board of directors of the following companies: Hydration Labs, Inc., a company that manufactures and markets water coolers and does business as Bevi; Voyage Foods, Inc., a food technology company that creates sustainable versions of food and drinks; and Ava Food Labs, Inc., provides alcoholic beverages and does business as Endless West. Previously, Mr. Ng served as a non-executive director and consultant at Typhoon Group Holdings, Limited from March 2019 and before that he served for approximately 12 years in various positions, including as Managing Director, across different business units within A.S. Watson Group, including Fortress, Watson’s the Chemist and ParknShop. Prior to joining A.S. Watson Group Mr. Ng also held manager positions at Espirit and Marks & Spencer in Hong Kong. Mr. Ng has broad experience in the retail industry, including in apparel, electrical appliances, health and beauty and food and has worked within retail chains as well as suppliers. Mr. Ng holds an M.B.A. and B.A. degree from The Chinese University of Hong Kong. Mr. Ng serves as the director nominated by Champion River Ventures Limited (“Champion River”) pursuant to rights granted to Champion River pursuant to the April 2017 Purchase Agreement. The Nominating and Corporate Governance Committee believes that Mr. Ng’s broad experience in the retail industry brings valuable insight as the Company focuses on its strategy for the Company’s consumer product. Kristin Patrick, 53, has been a director of the Company since April 2022 and serves as the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. Ms. Patrick currently serves as Executive Vice President and Chief Marketing Officer of Claires, Inc, a position she has held since March 2021 and serves as an independent director for Super League Gaming, Inc. (NASDAQ: SLGG), which she was appointed to in November 2018. Previously, Ms. Patrick served as Global Chief Marketing Officer of brand Pepsi at Pepsico, Inc., a position she held from June 2013 to January 2019. Prior to her time with Pepsico, Inc., Ms. Patrick served as Chief Marketing Officer of Playboy Enterprises, Inc. from October 2011 to June 2013, and as Executive Vice President of Marketing Strategy for William Morris Endeavor from January 2010 to October 2011. Ms. Patrick also held senior marketing positions at Liz Claiborne's Lucky Brand, Walt Disney Company, Calvin Klein, Revlon and NBC Universal and Gap, Inc. A Brandweek "Next Gen Marketer" and Reggie Award recipient, Ms. Patrick received her B.A. from Emerson College and attended Southwestern University. The Nominating and Corporate Governance Committee believes that Ms. Patrick’s experience in consumer marketing will assist the Board and management with initiating marketing programs to enable us to meet our short-term and long-term growth objectives. Ann Cohen, 63, has been a director of the Company since April 2022 and serves as the Chair of the Audit Committee and a member of the Compensation Committee. Ms. Cohen currently serves as Executive Vice President and the Chief Financial Officer of The Institute of Internal Auditors (The IIA), an international professional association, overseeing all financial, risk management, and information technology. Prior to joining The IIA, Ms. Cohen served in senior financial leadership roles for both public and private companies including Taylor Morrison Homes (formerly Taylor Woodrow), a $2.5 billion international residential home builder and mixed-use property developer, Starwood Vacation Ownership, a $600 million international division of Starwood Hotels and Resorts, a NYSE traded company which was acquired by Marriott International in 2016, and Sunterra Corporation, a $450 million NYSE traded international vacation ownership company. In her career, Ms. Cohen has overseen financial reporting under Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS), business planning and analysis, financial and operational strategies, human resources, information technology, enterprise risk management, the acquisition and disposition of projects, and regulatory reporting including SEC reporting. Ms. Cohen has also worked closely with various public accounting firms and audit committees. Ms. Cohen began her accounting career as an auditor with PricewaterhouseCoopers. Ms. Cohen is a Certified Public Accountant (Florida) and a Certified Global Management Accountant. She holds a M.S.F. from Florida International University and a B.S in Accounting from the University of Florida. The Nominating and Corporate Governance Committee believes that Ms. Cohen’s current role as Chief Financial Officer of The IIA and extensive financial leadership experience at both private and public companies provides her with valuable financial understanding. Hamed Shahbazi, 49, has been a director of the Company and a member of the Nominating and Corporate Governance Committee since August 2022. Mr. Shahbazi has over 20 years of experience as a technology focused operator. He is the founder and current Chief Executive Officer and Chairman of WELL Health Technologies Corp., valued at more than $1.0 billion in enterprise value. WELL is focused on consolidating and modernizing primary healthcare facilities and practices, currently operating Canada's largest network of outpatient clinics with total staff of approximately 5,000 team members delivering millions of patient visits per year. Mr. Shahbazi is the owner and current President of Impactreneur Capital Corp. which has more than a dozen investments in leading digital content, ehealth, insuretech and other technology inspired companies. Prior to WELL and Impactreneur, Mr. Shahbazi founded TIO Networks (TSXV:TNC) in 1997, a kiosk solution provider which he transitioned into a multi-channel payment solution provider, specializing in bill payment and other financial services. In July of 2017, TIO Networks was acquired by PayPal (NASDAQ:PYPL) for CAD$304 million. Mr. Shahbazi received his B.S. in civil engineering from the University of British Columbia. Over his career, Mr. Shahbazi has gained extensive experience in strategic mergers, acquisitions, and divestitures, both as an operator and board member with more than 80 successful transactions. The Nominating and Corporate Governance Committee believes that Mr. Shahbazi’s current and past experience as an executive leader and founder of multiple companies brings operational and technological expertise to the Board. In addition, Mr. Shahbazi’s experience in the area of corporate governance and public company financial reporting through his multiple board memberships of public companies is especially valuable to the Board in his capacity as a member of Nominating and Corporate Governance Committee.

  6. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity. The Compensation Committee, consisting solely of independent directors, has the primary responsibility for reviewing director compensation and considering any changes in how we compensate our non-employee directors. The Nominating and Corporate Governance Committee assists the Compensation Committee in determining director compensation and recommending changes to the Board. The Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation. Robert Fried, our Chief Executive Officer, received his annual salary which is disclosed in our Executive Officers and Management Compensation section and no additional compensation was paid for serving on the board. The 2023 annual compensation for non-employee directors consisted of the following elements:

  7. DIRECTOR COMPENSATION

    | Board Fees | | | Cash Retainer (1) | $40,000 | | Annual option grant (2) | 20,000 shares | | Initial election option grant (3) | 40,000 shares | | Committee Fees | | | Audit Committee Chair | $20,000 | | Compensation Committee Chair | $15,000 | | Nominating and Corporate Governance Committee Chair | $10,000 | | Non-chair Audit Committee member | $10,000 | | Non-chair Compensation Committee member | $7,500 | | Non-chair Nominating and Corporate Governance Committee member | $5,000 |

  8. DIRECTOR COMPENSATION

    (1)An additional annual retainer of $30,000 is paid for serving as Chairman of the Board or Lead Independent Director. (2)On the date of each annual meeting, each person who continues to serve as a non-employee director will receive an annual grant which will vest over a one year period, subject to the director’s continuing service on our Board, and will have an exercise price per share equal to the fair market value of our common stock on the date of grant. (3)Each initial grant for a non-employee director will vest over a three year period, subject to the director’s continuing service on our Board, and will have an exercise price per share equal to the fair market value of our common stock on the date of grant.

  9. Director Compensation For Fiscal Year 2023 Table

    Director Compensation For Fiscal Year 2023 Table The following table details the compensation of ChromaDex’s non-employee directors for the 2023 fiscal year.

  10. Director Compensation For Fiscal Year 2023 Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards($) (1) | All Other Compensation ($) | Total ($) | | Steven Rubin | 95,000 | 22,311 | — | 117,311 | | Wendy Yu | 45,000 | 22,311 | — | 67,311 | | Gary Ng | 47,500 | 22,311 | — | 69,811 | | Ann Cohen | 67,500 | 22,311 | — | 89,811 | | Kristin Patrick | 60,000 | 22,311 | — | 82,311 | | Frank Jaksch Jr. | 70,000 | 22,311 | — | 92,311 | | Hamed Shahbazi | 45,000 | 22,311 | — | 67,311 |

  11. Director Compensation For Fiscal Year 2023 Table

    (1)This column reflects the total dollar amount to be recognized for financial statement reporting purposes with respect to the fair value of the stock awards granted to each of the directors during the 2023 fiscal year in accordance with Accounting Standard Codification (ASC) 718, Stock Compensation. For a description of certain assumptions in the calculation of the fair value of the Company’s stock options, see Note 11 of the ChromaDex Corporation consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. The table below outlines the details of the stock options which were granted to directors during the 2023 fiscal year.

  12. Director Compensation For Fiscal Year 2023 Table

    | Grant Date | Options Granted to Each Recipient | Exercise Price | Vesting Terms | Recipients | | 6/15/2023 | 20,000 | $1.67 | One-year period with 100% vest on the first anniversary of the grant date. | Messrs. Rubin, Ng, Jaksch Jr., and Shahbazi and Mses. Yu, Cohen and Patrick |

  13. Director Compensation For Fiscal Year 2023 Table

    The table below outlines the aggregate number of stock awards and option awards outstanding as of December 31, 2023 for each of ChromaDex’s non-employee directors.

  14. Director Compensation For Fiscal Year 2023 Table

    | Name | Stock Awards Outstanding | Option Awards Outstanding | | Steven Rubin | — | 180,000 | | Wendy Yu | — | 160,000 | | Gary Ng | — | 80,000 | | Ann Cohen | — | 80,000 | | Kristin Patrick | — | 80,000 | | Frank Jaksch Jr. | 166,668 | 516,966 | | Hamed Shahbazi | — | 60,000 |

  15. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  16. Annual Incentive Cash Bonus

    Annual Incentive Cash Bonus In addition to base salary, we may award variable annual cash bonus awards to executive officers with reference to certain predefined financial and strategic goals. These performance goals for fiscal year 2023 are disclosed in the 2023 Annual Incentive Cash Bonuses table below. For each of our executive officers, the Compensation Committee establishes a bonus target, expressed as a percentage of base salary, which is used to determine the cash bonus amount, subject to the level of achievement of the applicable performance goals, and further subject to the Compensation Committee’s discretion to make downward adjustments in the cash bonus amount actually paid. The bonus percentages at target of 60% of annual base salary for Mr. Fried and 50% of annual base salary for Ms. Gerber, were determined based on our overall compensation philosophy. We regularly evaluate our compensation philosophy to ensure impact with our employees and to remain competitive among our peers. Upon completion of the applicable fiscal year, the Compensation Committee assesses the Company’s performance and determines the variable annual cash bonus to be awarded to each of the executive officers based on the achievement of the financial and strategic goals that were set earlier in the year. As noted above, the Compensation Committee retains discretion to reduce the amount of bonus actually awarded to levels below those determined based on performance. Our variable Annual Incentive Cash Bonus program is reviewed on at least an annual basis to determine that it is operating as intended.

  17. 2023 Annual Incentive Cash Bonus Structure and Payouts

    2023 Annual Incentive Cash Bonus Structure and Payouts In 2024, we paid Annual Incentive Cash Bonuses (AICB) of $268,221 and $149,665, respectively, to our named executive officers Robert Fried and Brianna Gerber under the 2023 AICB program. The majority of the AICB award is based on ChromaDex’s achievement of certain financial performance goals, with a smaller portion tied to the achievement of pre-established qualitative goals. For fiscal year 2023, AICB awards were tied to the achievement of predetermined levels of the following: (i) total net sales, (ii) total operating income / (loss) before provision for AICB, (iii) department operating income / (loss) with adjustments for certain extraordinary items of loss or expense, (iv) specified qualitative corporate goals and (v) specified qualitative department goals as described in the table below for Mr. Fried and Ms. Gerber. The predetermined levels of department operating income / (loss) and specified qualitative department goals may vary by department. The net sales goal was achieved at 105%, the total operating income (loss) goal was achieved at 161%, the department operating income / (loss) goal was achieved at 100% for Mr. Fried and 100% for Ms. Gerber. The Compensation Committee determined that 43% of the qualitative corporate goals were achieved and 14% and 25% of qualitative department goals were achieved for Mr. Fried and Ms. Gerber, respectively. The weight factor of the goals, the threshold, target and maximum threshold and the actual incentive bonus payouts were as set forth in the following table. For both Mr. Fried and Ms. Gerber, while actual achievement of qualitative department goals would have resulted in a payout percentage of 43% and 73%, respectively, with respect to this bonus target, the Compensation Committee elected to reduce the payout percentages for both Mr. Fried and Ms. Gerber, as contemplated by the Annual Incentive Cash Bonus Structure to the percentages set forth below to recalibrate the overall payout to more appropriately reflect delayed progress toward entering new verticals.

  18. 2023 Annual Incentive Cash Bonus Structure and Payouts

    | Executive Bonus Targets | Weight Factor | 2023 Threshold | 2023 Target | 2023 Max-out | 2023 Actual | Payout % | Base Salary | Target Bonus % | Bonus Payment | | Robert Fried, Chief Executive Officer | | | | | | | | | | | Total Company - Net Sales | 40% | $73,746 | $79,725 | $87,697 | $83,570 | 49.6% | $500,000 | 60% | $148,978 | | Total Company - Operating Income / (Loss) | 15% | (13,140) | (8,760) | (3,066) | (3,462) | 22.0% | 500,000 | 60% | $66,079 | | Department - Operating Income / (Loss) | 10% | (7,370) | (7,035) | (6,701) | (7,035) | 10.0% | 500,000 | 60% | $30,036 | | Qualitative Corporate Goals (1) | 10% | N/A | N/A | N/A | 43% | 4.3% | 500,000 | 60% | $12,916 | | Qualitative Department Goals (2) | 25% | N/A | N/A | N/A | 14% | 3.4% | 500,000 | 60% | $10,212 | | Total | | | | | | 89.3% | | | $268,221 | | Brianna Gerber, Chief Financial Officer | | | | | | | | | | | Total Company - Net Sales | 40% | 73,746 | 79,725 | 87,697 | 83,570 | 49.6% | 325,000 | 50% | 80,514 | | Total Company - Operating Income / (Loss) | 15% | (13,140) | (8,760) | (3,066) | (3,462) | 22.0% | 325,000 | 50% | 35,712 | | Department - Operating Income / (Loss) | 10% | (13,227) | (12,627) | (12,028) | (12,635) | 10.0% | 325,000 | 50% | 16,233 | | Qualitative Corporate Goals (1) | 10% | N/A | N/A | N/A | 43% | 4.3% | 325,000 | 50% | 6,979 | | Qualitative Department Goals (3) | 25% | N/A | N/A | N/A | 25% | 6.3% | 325,000 | 50% | 10,227 | | Total | | | | | | 92.2% | | | $149,665 |

  19. 2023 Annual Incentive Cash Bonus Structure and Payouts

    (1)Qualitative corporate goals consisted of (i) achieving profitable growth, (ii) entering new markets, (iii) continuing to develop and grow the brand, (iv) advancing and leveraging our intellectual property, and (v) continuing to foster innovative, productive, and supportive corporate culture. (2)Qualitative department goals for Mr. Fried were set in line with the qualitative corporate goals actual achievement. (3)Qualitative department goals for Ms. Gerber were based on (i) achieving sustainable and profitable growth and (ii) advancing competencies around strategic objectives.

  20. Long-Term Incentives

    Long-Term Incentives All of our named executive officers are eligible to receive long-term stock-based incentive awards under the ChromaDex Corporation 2017 Equity Incentive Plan, as amended (the “2017 Plan”) as a means of providing such individuals with a continuing proprietary interest in our success. The 2017 Plan provides for the grant of stock options, restricted stock units, restricted stock awards and other stock-based awards. Historically, our executives have been granted stock options and, on occasion, restricted stock units as the Compensation Committee believes that stock options provide incentives to grow stockholder value since our executive officers can realize value only if our stock price appreciates over the exercise price, which is the closing market price on the date of grant and that restricted stock units help build ownership in the Company and serve as a valuable retention tool. These grants have typically been awarded annually each February. Our 2017 Plan enhances our ability to attract and retain the services of qualified individuals. We intend our equity programs to be competitive in relation to the market and industry peer group. The stock options and restricted stock unit awards are generally subject to a one-year cliff vesting period after which one-third of the shares vest with the remaining shares vesting in ratable monthly installments over a two-year period subject to continued services to the Company. Beginning in the second quarter of 2022, newly granted restricted stock units are generally subject to a three-year vesting period with 1/3rd vesting per year on each anniversary of the grant date, subject to continued services to the Company. Until vested, the restricted stock units may not be transferred, and vested shares are subject to our insider trading policy. Stock options generally have a maximum term of ten years. The table below outlines the details of the stock options which were granted to officers during the 2023 fiscal year. No restricted stock unit awards were granted to officers during 2023.

  21. Long-Term Incentives

    | Recipient | Grant Date | Options Granted | Exercise Price | Vesting Terms | | Robert Fried | 2/15/2023 | 306,366 | $1.82 | On February 15, 2024, one-third of the options will vest and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. | | Brianna Gerber | 2/15/2023 | 163,996 | $1.82 | On February 15, 2024, one-third of the options will vest and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. |

  22. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Several of our executives have employment and other agreements that provide for severance payment arrangements and/or acceleration of stock option and stock award vesting in the event of a termination without cause or resignation with good reason or an acquisition or other change in control of our company. These agreements are aimed to reduce distractions by letting our executives focus on the business, and are described in greater detail below under the heading “Employment Agreements”.

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the annual and long-term compensation earned by our Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial officer) each of whom served during the year ended December 31, 2023 as our named executive officers.

  24. Summary Compensation Table

    | Name | Year | Salary ($) | Non-Equity Incentive Plan ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) | All Other Compensation ($) (5) | Total ($) | | Robert Fried | 2023 | 500,000 | 268,221 | — | — | 391,249 | 736 | 1,160,206 | | Chief Executive Officer | 2022 | 500,000 | 234,808 | — | — | 423,306 | 736 | 1,158,850 | | | 2021 | 500,000 | 179,131 | — | — | 423,293 | 736 | 1,103,160 | | Brianna Gerber | 2023 | 325,000 | 149,665 | — | — | 209,433 | 7,490 | 691,588 | | Chief Financial Officer | 2022 | 269,096 | 83,869 | 150,000 | 113,751 | 218,818 | 6,851 | 842,384 |

  25. Summary Compensation Table

    (1)The amounts shown in this column constitute the cash bonuses made to the named executive officers pursuant to the Company’s Annual Incentive Cash Bonus program as described in greater detail in the “Compensation Discussion and Analysis” in this Proxy Statement. (2)In fiscal year 2022, Brianna Gerber was awarded a cash discretionary bonus to motivate and retain her during the transition period of the former Chief Financial Officer, Kevin Farr, prior to her appointment as an executive officer. (3)The amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards computed in accordance with the ASC 718. All assumptions made in the valuations are contained and described in Note 11 of the ChromaDex Corporation consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. The Company provided a one-time special grant of restricted stock units to Ms. Gerber in fiscal year 2022 in connection with her transition to Chief Financial Officer. (4)The amounts shown are the aggregate grant date fair value of stock option awards amounts computed in accordance with ASC 718. All assumptions made in the valuations are contained and described in Note 11 of the ChromaDex Corporation consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. (5)The amounts shown reflect matching 401(k) contributions and life insurance premiums paid by the Company.

  26. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards made to our named executive officers during 2023.

  27. Grants of Plan-Based Awards

    | | Grant Date | Estimated future possible payouts under non-equity incentive plan awards: | | | All Other Stock Awards: Number of Shares or Stock Units(#) | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Robert Fried | 1/1/2023 | 150,000 | 300,000 | 450,000 | — | — | — | — | | | 2/15/2023 | — | — | — | — | 306,366 | 1.82 | 391,249 | | Brianna Gerber | 1/1/2023 | 81,250 | 162,500 | 243,750 | — | — | — | — | | | 2/15/2023 | — | — | — | — | 163,996 | 1.82 | 209,433 |

  28. Grants of Plan-Based Awards

    (1)The amounts shown are the aggregate grant date fair value of awards granted under our 2017 Equity Incentive Plan in fiscal year 2023 computed in accordance with ASC 718. For a description of certain assumptions in the calculation of the fair value of the Company’s stock options, see Note 11 of the ChromaDex Corporation consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023.

  29. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth the equity incentive awards held by our named executive officers as of December 31, 2023:

  30. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (7) | Market Value of Shares or Units of Stock That Have Not Vested ($) (8) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Robert Fried | 66,667 | — | 3.30 | 7/29/2025 | — | — | — | — | | | 20,000 | — | 2.61 | 11/15/2026 | — | — | — | — | | | 500,000 | — | 2.72 | 3/11/2027 | — | — | — | — | | | 300,000 | — | 5.85 | 1/20/2028 | — | — | — | — | | | 744,097 | — | 3.83 | 6/21/2028 | — | — | — | — | | | 162,569 | — | 3.84 | 2/20/2029 | — | — | — | — | | | 165,155 | —(1) | 3.27 | 2/23/2030 | — | — | — | — | | | 51,260 | 4,661(2) | 11.83 | 3/13/2031 | — | — | — | — | | | 146,940 | 93,508(3) | 2.67 | 2/16/2032 | — | — | — | — | | | — | 306,366(4) | 1.82 | 2/14/2033 | — | — | — | — | | Brianna Gerber | 11,140 | — | 3.55 | 11/29/2028 | — | — | — | — | | | 22,266 | — | 3.84 | 2/20/2029 | — | — | — | — | | | 60,000 | —(1) | 3.27 | 2/23/2030 | — | — | — | — | | | 10,000 | —(5) | 4.92 | 8/5/2030 | — | — | — | — | | | 29,333 | 2,667(2) | 11.83 | 3/13/2031 | — | — | — | — | | | 34,574 | 22,002(3) | 2.67 | 2/16/2032 | — | — | — | — | | | 44,648 | 55,812(6) | 1.69 | 8/11/2032 | — | — | — | — | | | — | — | — | — | 44,873 | 64,168 | — | — | | | — | 163,996(4) | 1.82 | 2/14/2033 | — | — | — | — |

  31. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)On February 25, 2021, one-third of the options vested and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. (2)On March 15, 2022, one-third of the options vested and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. (3)On February 17, 2023, one-third of the options vested and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. (4)On February 15, 2024, one-third of the options vested and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. (5)On August 6, 2021, one-third of the options vested and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. (6)On August 12, 2023, one-third of the options vested and the remaining shares vest in a series of 24 equal monthly installments thereafter, subject to the applicable grantee’s continued service. (7)On August 12, 2023, one-third of the units vested, one-third will vest on August 12, 2024 and the remaining one-third will vest on August 12, 2025, subject to the applicable grantee’s continued service. (8)The amounts shown reflect the aggregate market value based on the closing market price of the Company’s stock on December 31, 2023 of $1.43.

  32. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During fiscal year 2023, no named executive officers exercised stock options. The following table summarizes, with respect to our named executive officers, all restricted stock units that vested during the year ended December 31, 2023:

  33. Option Exercises and Stock Vested

    | | Restricted Stock Units | | | Name | Number of Shares Vested (#) | Value Realized on Vesting ($) (1) | | Robert Fried | — | $— | | Brianna Gerber | 22,435 | $35,672 | | (1)The value realized on the vesting of restricted stock units is equal to the number of shares vested multiplied by the market price of our common stock. The market price is the closing price of our common stock on the vesting date. | | |

  34. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following tables describe and quantify the severance and other benefits potentially payable to our named executive officers as of December 31, 2023.

  35. Potential Payments Upon Termination Table*

    Potential Payments Upon Termination Table*

  36. Potential Payments Upon Termination Table*

    | Name | Severance ($)(1) | Accrued Compensation ($)(2) | Option Awards ($)(3) | Restricted Stock Awards ($)(4) | Medical ($)(5) | Total ($) | | Robert Fried | 750,000 | 63,702 | — | — | 11,094 | 824,796 | | Brianna Gerber | 325,000 | 40,781 | — | 32,085 | — | 397,866 |

  37. Potential Payments Upon Termination Table*

    *Reflects a termination without cause or resignation for good reason. (1)Continuation of base salary for 18 months for Rob Fried and 12 months for Brianna Gerber. (2)Accrued compensation is comprised of any earned or accrued base salary, vacation pay and other payments and benefits earned and payable by law. (3)The amounts in this column represent the intrinsic value of “in-the-money” unvested options as of December 31, 2023 that would vest in accordance with the executive officer’s employment agreement. Values were derived using the closing price of the Company’s common stock on December 31, 2023 of $1.43. (4)The amounts in this column represent the value of unvested restricted stock award as of December 31, 2023 that would vest in accordance with the executive officer’s employment agreement. Value was derived using the closing price of the Company’s common stock on December 31, 2023 of $1.43. (5)Medical is comprised of health insurance premiums for the period specified in each executive officer's employment agreement.

  38. Potential Payments Upon Change in Control Table*

    Potential Payments Upon Change in Control Table*

  39. Potential Payments Upon Change in Control Table*

    | Name | Severance ($)(1) | Accrued Compensation ($)(2) | Option Awards ($)(3) | Restricted Stock Awards ($)(4) | Medical ($)(5) | Total ($) | | Robert Fried | 750,000 | 63,702 | — | — | 11,094 | 824,796 | | Brianna Gerber | 325,000 | 40,781 | — | 32,085 | — | 397,866 |

  40. Potential Payments Upon Change in Control Table*

    *Reflects involuntary termination benefits in the event of a termination without cause or resignation for good reason in connection with a change in control. (1)Continuation of base salary for 18 months for Rob Fried and 12 months for Brianna Gerber. (2)Accrued compensation is comprised of any earned or accrued base salary, vacation pay and other payments and benefits earned and payable by law. (3)The amounts in this column represent the intrinsic value of “in-the-money” unvested options as of December 31, 2023 that would vest in accordance with the executive officer’s employment agreement. Values were derived using the closing price of the Company’s common stock on December 31, 2023 of $1.43. (4)The amount in this column represent the value of unvested restricted stock award as of December 31, 2023 that would vest in accordance with the executive officer’s employment agreement. Value was derived using the closing price of the Company’s common stock on December 31, 2023 of $1.43. (5)Medical is comprised of health insurance premiums for the period specified in each executive officer's employment agreement.

  41. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO Under the Dodd-Frank Act and the related SEC rules (the “Rule”), the Company is required to provide to its stockholders specified disclosure regarding the relationship of CEO total compensation to the total compensation of its median employee, referred to as “pay-ratio” disclosure. For fiscal 2023, •the median of the annual total compensation of all employees of the Company (other than the CEO) was $129,600 and •the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,160,206. •Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was approximately 9 to 1. Set forth below is a description of the methodology the Company used to identify the median employee for purposes of the Rule. To determine the Company’s total population of employees as of December 31, 2023, the Company included all of its full-time and part-time employees, including employees of consolidated subsidiaries. To identify the “median employee” from the Company’s employee population as determined above, the Company compared the aggregate amount of each employee’s 2023 base salary, 2023 incentive bonus, equity awards granted in 2023 and matching 401(k) contributions. In making this determination, the Company annualized the compensation of employees who were employed by the Company for less than the entire fiscal year. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of employees. Using this approach, the Company selected the employee at the median of its employee population. The Company then calculated annual total compensation for this employee using the same methodology used to calculate annual total compensation for the named executive officers as set forth in the Summary Compensation Table. The Company determined that the employee’s annual total compensation for the fiscal year ended December 31, 2023 was $129,600.

  42. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under Nasdaq listing standards adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid (CAP), as computed in accordance with Item 402(v) of Regulation S-K, to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our "Compensation Discussion and Analysis". The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other named executive officers (NEOs) for each year from 2020 to 2023, compared to our total shareholder return (TSR) from the last trading day of fiscal year 2019 through the end of each such year, and our net income and operating income for each such year.

  43. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: (4) | | | | | Year | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid to PEO | Average SCT Total for (Non-PEO) NEOs | Average Compensation Actually Paid to (Non-PEO) NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Loss (Thousands) | Net Sales (Thousands) | | | (1)(2) | (1)(3) | (1)(2) | (1)(3) | | | (5) | (5) | | 2023 | $1,160,206 | $1,032,920 | $691,588 | $595,554 | $33.18 | $128.23 | $(4,938) | $83,570 | | 2022 | $1,158,850 | $843,376 | $721,425 | $546,641 | $38.98 | $127.63 | $(16,540) | $72,050 | | 2021 | $1,103,160 | $2,098,802 | $786,258 | $1,007,306 | $86.77 | $126.13 | $(27,128) | $67,449 | | 2020 | $1,126,685 | $1,311,277 | $719,114 | $815,729 | $111.37 | $113.29 | $(19,925) | $59,257 |

  44. PAY VERSUS PERFORMANCE

    (1)NEOs included in these columns reflect the following individuals:

  45. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2023 | Robert Fried | Brianna Gerber | | 2022 | Robert Fried | Kevin Farr*, Frank Jaksch Jr.*, Brianna Gerber | | 2021 | Robert Fried | Kevin Farr, Frank Jaksch Jr., Lisa Harrington* | | 2020 | Robert Fried | Kevin Farr, Frank Jaksch Jr., Mark Friedman*, Megan Jordan* | | *No longer serving as executive officer at the respective fiscal year-end. | | |

  46. PAY VERSUS PERFORMANCE

    (2)Reflects the total compensation paid to our PEO and the average total compensation of our non-PEO NEOs as calculated in the Summary Compensation Table (SCT) for each year shown. (3)CAP has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal year 2023 the following amounts were deducted from and added to the total compensation number shown in the SCT:

  47. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2023 (For PEO) | | Fiscal Year 2023 (Average for Non-PEO NEOs) | | | Summary Compensation Table Total Compensation | | $1,160,206 | | $691,588 | | Less: Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | | (391,249) | | (209,433) | | Less: Change in Pension Value | | — | | — | | Add: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 284,706 | | 152,401 | | Adjust for: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | (21,902) | | (30,410) | | Adjust for: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | — | | — | | Adjust for: Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | 1,159 | | (8,592) | | Less: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | — | | — | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | — | | — | | Compensation Actually Paid | | $1,032,920 | | $595,554 |

  48. PAY VERSUS PERFORMANCE

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, see Note 11 of the ChromaDex Corporation consolidated financial statements included in the Annual Report on Form 10-K.

  49. PAY VERSUS PERFORMANCE

    | | Fiscal Year 2023 | | Restricted Stock Units | | | Stock Price | $1.43 - $1.68 | | Stock Options | | | Expected Term (years) | 5.0 - 8.7 | | Strike Price | $1.69 - $11.83 | | Volatility | 72.3% - 77.6% | | Dividend Yield | 0% | | Risk-Free Interest Rate | 3.3% - 4.7% |

  50. PAY VERSUS PERFORMANCE

    (4)The amounts shown compare the Company’s cumulative TSR with the Russell 3000 Pharmaceuticals and Biotechnology Sector (Sub-Index Ticker IQT689273826) cumulative TSR for the period beginning on the last trading day of fiscal year 2019 through the end of the applicable fiscal year. Pursuant to SEC rules, the comparison assumes that the value of the investment in the Company’s common shares and the Russell 3000 Pharmaceuticals and Biotechnology Sector was $100 and that all dividends were reinvested. The Company has not declared or paid any cash dividends on its common stock during any of the years presented. (5)Net Loss and Net Sales shown as reported in our audited financial statements for each year. In the Company's assessment, Net Sales is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the company in fiscal year 2023 to link compensation actually paid to performance.

  51. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between information presented in the Pay vs. Performance table.

  52. Compensation Actually Paid Versus Total Shareholder Return

    Compensation Actually Paid Versus Total Shareholder Return The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group, the Russell 3000 Pharmaceuticals and Biotechnology Sector:

  53. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income:

  54. Compensation Actually Paid Versus Net Sales

    Compensation Actually Paid Versus Net Sales The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net sales: