Frank Jaksch Jr.
About Frank L. Jaksch Jr.
Frank L. Jaksch Jr. (age 56) is Co-Founder of Niagen Bioscience, Inc. and has served on the Board since February 2000; he was CEO (2000–June 2018), Executive Chairman (June 2018–June 2022), and has been non-independent Chairman since July 2022. He holds a B.S. in Chemistry and Biology from Valparaiso University and brings deep scientific, commercial, and international business experience to the Board. Under Nasdaq rules he is not independent for at least three years following his executive transition, and ISS classifies him as permanently non-independent due to prior CEO service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Niagen Bioscience (formerly ChromaDex) | Co-Founder; Director | Feb 2000–present | Longstanding governance continuity and scientific/commercial domain expertise . |
| Niagen Bioscience | Chief Executive Officer | Feb 2000–Jun 2018 | Led growth and strategy; extensive sales/marketing and international operations oversight . |
| Niagen Bioscience | Executive Chairman | Jun 2018–Jun 2022 | Oversaw research, strategy, operations; focus on scientific/novel products . |
| Niagen Bioscience | Chairman of the Board (non-independent) | Jul 2022–present | Board leader; agenda-setting and oversight; paired with Lead Independent Director . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ayana Bio | Chief Executive Officer; Director | Appointed Jul 2022 | Plant and fungal bioactive ingredients; health and wellness . |
| Metadeq | Director | Appointed Jan 2020 | NASH/metabolic disease diagnostics . |
| Phenomenex | International Subsidiaries Manager | 1993–1999 | Managed international subsidiaries and business development . |
Board Governance
- Role: Chairman of the Board (affiliated); Steven Rubin is Lead Independent Director to balance oversight and preside over executive sessions of independent directors .
- Independence: Board majority independent; Jaksch not independent for ≥3 years post-executive role; ISS classifies him permanently non-independent .
- Committee membership (Jaksch): None; Audit, Compensation, and Nominating Committees have independent members and defined charters .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and committee meetings; 5 current directors attended the 2024 annual meeting .
| Committee | Chair | 2024 Meetings | Jaksch Membership |
|---|---|---|---|
| Audit | Ann Cohen | 4 | None . |
| Compensation | Steven Rubin | 7 | None . |
| Nominating & Corporate Governance | Kristin Patrick | 3 | None . |
Fixed Compensation
| Component | Policy / Amount | Details |
|---|---|---|
| Annual cash retainer (director) | $40,000 | Standard non-employee director retainer . |
| Chairman/Lead Independent add’l retainer | $30,000 | Paid to Chairman or Lead Independent Director . |
| Committee chair fees | $10,000–$20,000 | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000 . |
| Committee member fees (non-chair) | $5,000–$10,000 | Audit $10,000; Compensation $7,500; Nominating $5,000 . |
| 2024 cash fees (Jaksch) | $70,000 | Retainer plus Chairman differential . |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting | 2024 FV ($) |
|---|---|---|---|---|---|
| Annual stock option (Jaksch) | 6/20/2024 | 20,000 | $2.71 | 100% vest at 1-year anniversary | $36,319 . |
- Director equity structure: Annual option grant of 20,000 shares vests over one year; initial election grants of 40,000 options vest over three years; exercise price equals grant-date fair market value .
- Outstanding director awards (as of 12/31/2024): Jaksch — stock awards 166,668; option awards 436,965 .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Notes |
|---|---|---|---|
| Ayana Bio | CEO & Director | Private | No disclosed related-party transactions with Niagen Bioscience . |
| Metadeq | Director | Private | No disclosed related-party transactions with Niagen Bioscience . |
- Board seat designations: Pioneer Step and Champion River (affiliates of major holder Solina Chau) designate Wendy Yu and Gary Ng to the Board, indicating significant shareholder representation; no disclosure of such designation for Jaksch .
Expertise & Qualifications
- Scientific and operational credentials in chemistry-related industries; extensive sales/marketing and international business experience beneficial to Niagen’s consumer health positioning .
- Long-tenured founder-level governance continuity and product/market development oversight .
Equity Ownership
| Holder/Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Frank L. Jaksch Jr. (beneficial) | 2,756,196 | 3.48% | Includes 2,075,052 shares via Black Sheep, FLP (shared voting/dispositive), 77,511 directly, and 166,668 restricted stock; options exercisable within 60 days: 436,965 . |
| Shares outstanding (record date) | 78,684,309 | — | Reference denominator for % ownership . |
- Stock ownership guidelines: Directors must hold ≥2x annual base retainer; Company states all non-employee directors are in compliance; Jaksch has achieved required ownership levels as of 12/31/2024 .
- Hedging/short-sale restrictions: Company Insider Trading Policy prohibits hedging and short sales; advance approval required for director transactions; no pledging disclosure identified in the proxy .
Governance Assessment
- Strengths: Deep domain expertise and founder continuity; clear Lead Independent Director structure with executive sessions; committees are fully independent and active (Audit 4, Compensation 7, Nominating 3 meetings in 2024) .
- Alignment: Material personal ownership and compliance with director ownership guidelines; directors compensated with mix of cash and equity; 2024 say-on-pay support for NEOs was ~96%, indicating broad investor alignment with compensation practices .
- Risks/RED FLAGS: Non-independent Chair (affiliated, prior CEO) may concentrate agenda control; ISS permanent non-independence designation elevates scrutiny; presence of major shareholder designees (Yu, Ng) creates potential for influence dynamics; continued monitoring advised for related-party transactions (none involving Jaksch disclosed) .
- Attendance/engagement: Board-level attendance thresholds met (≥75%); continued expectation to attend annual meetings (five directors did in 2024) .
Net takeaways: Governance mitigants (Lead Independent Director, independent committees, ownership guidelines) partially offset the non-independent Chair risk. No disclosed related-party transactions tied to Jaksch, and director pay structure appears standard with modest equity. Investors should monitor independence balance and any future interlocks or transactions involving his external roles .