Ann Cohen
About Ann Cohen
Ann Cohen, 64, has served as an independent director of Niagen Bioscience (NAGE) since April 2022; she chairs the Audit Committee, is designated an SEC “audit committee financial expert,” and serves on the Compensation Committee . She is Executive Vice President and Chief Financial Officer of The Institute of Internal Auditors (IIA) and is a Florida-licensed CPA and Certified Global Management Accountant with an M.S.F. from Florida International University and a B.S. in Accounting from the University of Florida . The Board has affirmatively determined her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Institute of Internal Auditors (IIA) | Executive Vice President & CFO | — | Oversees finance, project management, IT; deep governance/controls experience |
| Taylor Morrison Homes (formerly Taylor Woodrow) | Senior financial leadership roles | — | Led GAAP/IFRS reporting, planning, ERM; large-scale homebuilder context |
| Starwood Vacation Ownership (division of Starwood Hotels & Resorts) | Senior financial leadership roles | — | Financial leadership at a NYSE company; acquired by Marriott in 2016 |
| Sunterra Corporation | Senior financial leadership roles | — | Financial leadership at NYSE-listed vacation ownership company |
| PricewaterhouseCoopers | Auditor (career start) | — | Public accounting foundation; audit committee liaison experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Institute of Internal Auditors (IIA) | Executive Vice President & CFO | — | International professional association role, not a public company board |
| Other public company directorships | None disclosed | — | No other public boards disclosed in biography/proxy |
Board Governance
- Independence: The Board determined Cohen is independent under Nasdaq listing standards; Audit and Compensation Committees are fully independent .
- Committee roles: Audit Committee Chair; Compensation Committee member; SEC “financial expert” designation .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and relevant committee meetings; five directors attended the June 20, 2024 annual meeting .
- Committee meeting cadence FY2024: Audit (4), Compensation (7), Nominating & Corporate Governance (3) .
| Committee | Role | Meetings FY2024 |
|---|---|---|
| Audit | Chair; Financial Expert | 4 |
| Compensation | Member | 7 |
| Nominating & Corporate Governance | Not a member | 3 |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Audit Committee Chair fee | $20,000 |
| Compensation Committee member fee (non-chair) | $7,500 |
| Total fees earned in cash | $67,500 |
Notes:
- Additional $30,000 annual retainer applies to Chairman or Lead Independent Director (not applicable to Cohen) .
Performance Compensation
| Award | Grant Date | Units | Exercise Price | Vesting | Accounting Fair Value |
|---|---|---|---|---|---|
| Annual non-employee director stock options | 6/20/2024 | 20,000 | $2.71 | 100% on first anniversary | $36,319 (ASC 718) |
| Initial election stock options (policy) | — | 40,000 | FMV on grant | Over 3 years | — |
- Structure: Non-employee director compensation is a mix of cash and equity; annual option grants vest based on time, not performance .
- Plan constraints: Non-employee director total compensation is capped at $600,000 per annual service period ($900,000 if first appointed during the period), measured at grant-date fair value for awards plus cash fees .
Performance Metrics Tied to Director Compensation
| Metric | Disclosure |
|---|---|
| Performance-based (TSR/Financial) conditions | Not applicable; director options are time-vested |
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| None disclosed | — | — |
- No compensation committee interlocks; none of the Compensation Committee members (including Cohen) are officers/employees; no cross-board interlocks involving company executives in the past year .
Expertise & Qualifications
- SEC audit committee financial expert; Florida CPA and CGMA credentials .
- Deep GAAP/IFRS reporting, risk management, audit firm engagement, and SEC reporting experience from senior finance roles and PwC background .
- CFO of IIA, reinforcing governance and internal audit expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options Exercisable within 60 Days | Options Outstanding |
|---|---|---|---|---|
| Ann Cohen | 100,000 | <1% | 100,000 | 100,000 |
- Ownership policy: Directors must hold at least 2x annual base retainer; compliance required within 5 years (with possible 3-year extension). All current directors are within compliance timelines; as of 12/31/2024, certain individuals had achieved required levels while others (including directors) were within deadlines .
- Trading policies: Hedging, short sales, and derivative transactions in company securities are prohibited; Form 4 pre-clearance required for directors/executives .
Governance Assessment
-
Strengths
- Independent audit chair with SEC “financial expert” credentials; oversight scope includes auditor selection, internal controls, related-party approvals, and annual cybersecurity risk review .
- Strong committee cadence in FY2024 (Audit 4; Compensation 7), indicating active oversight; Board-level attendance above 75% threshold .
- Compensation Committee uses external advisor (Exequity LLP since 2018) and conducted a compensation risk assessment concluding programs are not reasonably likely to have a material adverse effect .
- Insider trading and ownership policies designed to align interests and prevent hedging .
-
Watch items / potential red flags
- Director equity is time-based options with no performance conditions, which can weaken pay-for-performance alignment for board-level compensation .
- Cohen’s beneficial ownership consists of options (100,000 exercisable within 60 days), suggesting limited ownership of outright common shares; monitor progress against 2x retainer ownership guideline by the five-year deadline from April 2022 .
- Related-party transactions exist (e.g., Watson’s Agreement through prior significant shareholder and Nestlé/ NHSc supply agreement), though no specific conflicts tied to Cohen are disclosed; as Audit Chair, she is responsible for related-party review and approval oversight .
-
Independence and interlocks
- Board affirmed Cohen’s independence; audit and compensation committees fully independent; no compensation committee interlocks or insider participation .
Overall, Cohen brings substantial financial governance expertise and independent oversight as Audit Chair. Key alignment consideration is the time-based nature of director equity and ensuring progress toward stock ownership guidelines, while continued vigilant handling of related-party approvals under Audit Committee procedures supports investor confidence .