Sector: Consumer Staples
NIAGEN BIOSCIENCE INC · Meeting: June 24, 2026
Directors FOR
7
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Election of Eight Director Nominees
Against Analysis
Mr. Rubin currently holds public board seats at Niagen Bioscience, OPKO Health, Cocrystal Pharma, Entera Bio, and Red Violet — that is at least five public company board seats simultaneously, which exceeds the policy limit of four; this level of board commitments raises concern that he cannot devote adequate time and attention to each board.
For Analysis
Long-tenured co-founder and Chairman with deep industry knowledge; the company's 3-year price return of +255.2% outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp threshold required to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
CEO and executive director with relevant experience; the company's 3-year price return of +255.2% outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp threshold required to trigger a vote against; no attendance or overboarding concerns identified.
Director with relevant marketing and management experience representing a major investor; the company's strong 3-year TSR outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp trigger threshold; no overboarding, attendance, or independence issues identified.
Director with retail industry expertise representing a major investor; the company's 3-year price return of +255.2% outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp threshold; the proxy confirms attendance above 75% and no overboarding concerns are apparent.
Independent director with extensive consumer marketing experience; the company's 3-year TSR outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp trigger threshold; no attendance, overboarding, or independence concerns identified.
Independent director and Audit Committee Chair with strong financial credentials including CPA designation and senior CFO experience, satisfying the financial expertise requirement for audit committee service; the company's 3-year TSR outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp trigger threshold.
Independent director with relevant technology and operational expertise as a founder and CEO of WELL Health Technologies; the company's 3-year TSR outperforms XBI (SPDR S&P Biotech ETF) by +197.3 percentage points, well above the 65pp trigger threshold; one late Form 4 filing is noted but is an administrative issue, not a governance trigger under policy.
Seven of eight directors receive a FOR vote; Steven Rubin is flagged AGAINST solely due to overboarding — he simultaneously holds board seats at five public companies, exceeding the policy limit of four. The company's exceptional 3-year total shareholder return of +255.2%, which outperforms the XBI (SPDR S&P Biotech ETF) benchmark by +197.3 percentage points, means the TSR trigger does not apply to any director. All directors met the 75% attendance requirement. Ann Cohen, who serves as Audit Committee Chair, has appropriate financial qualifications as a CPA and former CFO.
CEO
Robert Fried
Total Comp
$8,381,900
Prior Support
97%%
CEO Robert Fried's total reported compensation of $8,381,900 for 2025 is driven primarily by a single one-time award of 1,518,600 performance stock units with a reported grant-date value of $5,220,188 — that is one large award covering a seven-year performance period but reported entirely in the current year, making it appear far above what a biotech CEO at a roughly $381 million company would typically earn. While the performance stock units do require the stock price to reach $15 to $50 thresholds (more than triple to more than ten times the current stock price) and could ultimately deliver nothing if those targets are missed, the reported value still triggers a significant above-benchmark flag under our pay level test. Compounding the concern is that in the same year this compensation was granted, the company's stock fell nearly 39% while the XBI (SPDR S&P Biotech ETF) rose 58%, a gap of nearly 97 percentage points — meaning shareholders experienced steep losses while the CEO received a historically large pay package, which fails the pay-for-performance alignment check for incentive compensation granted above benchmark during a period of severe underperformance relative to biotech peers.
Auditor
Crowe LLP
Tenure
1 yrs
Audit Fees
$483,000
Non-Audit Fees
$0
Crowe LLP has served as the company's auditor only since December 2024 — roughly one year — so there is no long-tenure independence concern; the company paid zero non-audit fees in 2025, meaning the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns; Crowe is a large national accounting firm appropriate for a company of this size.
The 2026 Niagen Bioscience annual meeting presents three proposals: director elections, auditor ratification, and a Say on Pay vote. We vote FOR six of eight directors (AGAINST Steven Rubin due to overboarding), FOR auditor Crowe LLP (short tenure, zero non-audit fees), and AGAINST the Say on Pay proposal due to an outsized CEO pay package of $8.4 million — anchored by a large one-time performance stock unit grant — that was awarded in a year when the company's stock fell nearly 39% while the XBI (SPDR S&P Biotech ETF) benchmark rose 58%.
