Gary Ng
About Gary Ng
Gary Ng (age 53) has served as an independent director of Niagen Bioscience (NAGE) since December 2021 and is a member of the Compensation Committee. He is Project Director at Horizon Ventures Limited (since March 2021) and brings extensive Asia retail and consumer experience; he holds an MBA and BA from The Chinese University of Hong Kong . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.S. Watson Group (Fortress; Watson’s the Chemist; ParknShop) | Various roles including Managing Director | ~12 years (prior to 2019) | Broad retail leadership across apparel, appliances, health/beauty, food |
| Typhoon Group Holdings Limited | Non-executive director and consultant | Mar 2019 – Mar 2021 | Governance/consulting |
| Esprit; Marks & Spencer (Hong Kong) | Manager positions | Prior to A.S. Watson Group | Retail operations/merchandising |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Horizon Ventures Limited | Project Director | Mar 2021 – Present | Investment/portfolio oversight |
| Notpla Limited | Director | Current | Sustainable packaging (seaweed-based) |
| Voyage Foods, Inc. | Director | Current | Food technology (sustainable versions) |
| Ava Food Labs, Inc. (Endless West) | Director | Current | Alcoholic beverages innovation |
| Hydration Labs, Inc. | Director | Jul 2022 – Nov 2023 | Former board service |
Board Governance
- Committee assignments (as of record date): Compensation Committee member (not chair). Compensation Committee (7 meetings in FY2024) .
- Independence: Board determined Ng is independent under Nasdaq listing standards .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings .
- Board structure: Affiliated Chairman (Frank Jaksch Jr.) with a Lead Independent Director (Steven Rubin) overseeing executive sessions; independence safeguards noted .
- Shareholder-aligned election outcome: Re‑elected June 24, 2025 with 55,782,912 “For”, 333,650 “Withheld” votes; broker non‑votes 9,590,210 .
- Nomination rights/affiliation: Ng was designated under investor nomination rights by Champion River Ventures Limited (part of a group ultimately controlled by Solina Chau), which—along with Pioneer Step—has rights to appoint two directors (Ng and Wendy Yu) .
Fixed Compensation
| Component (Non-Employee Directors – FY2024 program) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Board retainer |
| Committee member fees | $7,500 (Comp Committee member) | Non-chair compensation committee member fee |
| Committee chair fees (if applicable) | Audit $20,000; Comp $15,000; N&CG $10,000 | Not applicable to Ng (non-chair) |
| Additional retainer (LID/Chair) | $30,000 | Not applicable to Ng |
Director-specific FY2024 compensation for Gary Ng:
| Name | Fees Earned (Cash) | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Gary Ng | $47,500 | $36,319 | $83,819 |
Performance Compensation
- Annual equity grant: 20,000 stock options granted 6/20/2024 at $2.71, 100% vesting on first anniversary (one-year cliff) .
- Equity outstanding (as of 12/31/2024): Stock awards outstanding: none; Option awards outstanding: 100,000 .
| Equity Detail (FY2024) | Grant Date | Quantity | Exercise Price | Vesting |
|---|---|---|---|---|
| Annual non-employee director option grant | 06/20/2024 | 20,000 | $2.71 | 100% on 1-year anniversary |
Note: Non-employee director equity is time-vested; no performance metrics apply to director equity awards .
Other Directorships & Interlocks
- Current boards: Notpla Limited; Voyage Foods, Inc.; Ava Food Labs, Inc. (Endless West) .
- Prior public/interlocks: None disclosed that create a Compensation Committee interlock; the proxy states no compensation interlocks among Comp Committee members (Ng, Rubin, Cohen) .
- Shareholder designation: Seat designated by Champion River Ventures under the April 2017 Purchase Agreement; related investor group holds a significant stake and controls two board designations .
Expertise & Qualifications
- Retail and consumer operating expertise across Asia; senior roles at leading retail chains (Fortress, Watson’s, ParknShop) .
- Investment/technology exposure via Horizon Ventures; board experience in sustainable packaging and food-tech .
- Education: MBA and BA, The Chinese University of Hong Kong .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Shares Subject to Options Exercisable within 60 Days | As of |
|---|---|---|---|---|
| Gary Ng | 100,000 | <1% | 100,000 | Apr 25, 2025 |
- Ownership guidelines: Directors must hold stock equal to 2x annual base retainer; all current non-employee directors (including Ng) are in compliance timelines, with CEO and Chairman having achieved required ownership levels as of 12/31/2024 .
- Hedging/shorting prohibited under Insider Trading Policy; options/derivatives and short sales are banned; pre‑clearance required for director transactions .
Insider Trades
| Year | Option Exercises | RSUs Vested | Notes |
|---|---|---|---|
| 2024 | None | None | No exercises or RSU vesting for Ng reported in FY2024 |
Related-Party Exposure and Conflicts
- Investor-affiliated designation: Ng is a nominee of Champion River (part of a group controlled by Solina Chau, a major beneficial owner with 24.52% when aggregating holdings), which also designated Wendy Yu; this implies potential influence from a significant shareholder bloc, though the Board affirms Ng’s independence .
- Historical related-party sales: The Company sold ~$8.7M of Tru Niagen products to A.S. Watson (a related party at the time due to Li Ka Shing’s ownership links) from Jan 1, 2024 to Aug 20, 2024, after which Watson ceased to be a related party; Audit Committee ratified the agreement .
- Nestlé supply/deferred revenue: Ongoing commercial arrangement and deferred revenue recognition disclosed; NHSc is a >5% holder post a 2022 agreement but has no board representation per disclosure .
- Indemnification agreements in place for directors .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: Over 96% approval for FY2023 NEO compensation at the 2024 Annual Meeting; Compensation Committee maintained its approach in FY2024 .
- 2025 Director election: Strong support for Ng’s re‑election (55.78M For; 0.33M Withheld) .
Compensation Committee Oversight (Context for Ng’s committee role)
- Committee composition: Independent directors; members Steven Rubin (Chair), Gary Ng, Ann Cohen; 7 meetings in FY2024 .
- Consultant: Exequity LLP retained since 2018; independence factors considered per SEC/Nasdaq rules .
- Risk assessment: Committee concluded programs are not reasonably likely to have a material adverse effect on the Company .
- Clawback: Dodd‑Frank/Nasdaq‑compliant clawback policy effective Oct 2, 2023 (three‑year lookback; recovers incentive comp on restatement) .
Governance Assessment
-
Strengths
- Independent director with deep retail/consumer expertise aligned to Niagen’s consumer strategy; active service on the Compensation Committee .
- Solid engagement indicators: met attendance threshold; Compensation Committee met seven times in 2024; strong re‑election support in 2025 .
- Robust governance frameworks: anti‑hedging policy, stock ownership guidelines for directors, updated clawback policy .
-
Watch items / potential red flags
- Shareholder affiliation: Board seat designated by a major shareholder group (Champion River/Pioneer Step under Solina Chau’s control), concentrating influence (two board seats); continue monitoring independence in practice .
- Ownership alignment: As of the record date, beneficial ownership consists of options (100,000) with no direct share holdings disclosed; monitor progress toward guideline attainment beyond options .
- Related‑party optics: Historic related‑party sales to A.S. Watson (ended Aug 20, 2024) combined with Ng’s prior career at A.S. Watson could draw perception risk despite cessation and Audit Committee oversight .
Overall, Ng adds relevant consumer/retail operating and Asia market expertise, serves on a key governance committee, and was strongly supported by shareholders, but his investor‑designee status and option‑heavy ownership warrant ongoing monitoring of independence and alignment .