Hamed Shahbazi
About Hamed Shahbazi
Hamed Shahbazi (age 50) has served as an independent director of Niagen Bioscience, Inc. since 2022 and sits on the Nominating & Corporate Governance Committee; he brings over 20 years as a technology-focused operator and board member across healthcare and fintech . He is founder/CEO and Chairman of WELL Health Technologies Corp., co‑founder and Chairman of HEALWELL AI Inc. (TSX: AIDX), and previously founded TIO Networks (acquired by PayPal in July 2017 for CAD$304 million); he holds a B.S. in civil engineering from the University of British Columbia .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| TIO Networks (TSXV:TNC) | Founder; transitioned company from kiosks to multi‑channel payments; sold to PayPal | Founded 1997; acquired July 2017 for CAD$304m | Built and exited a fintech platform via strategic sale to PayPal |
External Roles
| Organization | Role | Scope/Notes |
|---|---|---|
| WELL Health Technologies Corp. | Founder, CEO & Chairman | Canada’s largest network of outpatient clinics; ~7,000 staff; “valued at more than $1.0B in enterprise value” |
| HEALWELL AI Inc. (TSX: AIDX) | Co‑founder & Chairman | AI/data science for preventative care |
| Impactreneur Capital Corp. | Owner & President | > a dozen investments across digital content, eHealth, insuretech, and tech |
Board Governance
- Independence: Board affirmatively determined Mr. Shahbazi is independent under Nasdaq rules .
- Committee assignments (FY2024): Nominating & Corporate Governance (member); not on Audit or Compensation .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings; Nominating & Governance met 3 times .
- Governance processes: His committee oversees board nominations, committee composition, ESG oversight, succession planning, and corporate governance principles .
- Stock ownership policy: Directors required to hold 2× annual retainer; Company states all non‑employee directors are in compliance (within initial/extended deadlines as applicable) .
Committee Membership Detail
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 4 |
| Compensation | No | — | 7 |
| Nominating & Corporate Governance | Yes | No | 3 |
Fixed Compensation
| Component (Directors) | Policy Rate | 2024 Actual – H. Shahbazi |
|---|---|---|
| Board cash retainer | $40,000 | — |
| Committee fee – Nominating & Corporate Gov. member | $5,000 | — |
| Total cash fees | — | $45,000 |
Notes: Lead Independent Director/Chairman add’l retainers not applicable to Mr. Shahbazi .
Performance Compensation
| Grant/Status | Grant Date | Type/Shares | Exercise Price | Vesting | Accounting Fair Value |
|---|---|---|---|---|---|
| Annual director grant | 6/20/2024 | Stock options: 20,000 | $2.71 | 100% on 1st anniversary, service‑based | $36,319 (per recipient) |
| Initial election grant (policy) | Upon initial appointment | Stock options: 40,000 | FMV at grant | 3‑year vesting, service‑based | Policy term (director‑level) |
| Options outstanding (12/31/2024) | — | 80,000 | — | — | Outstanding count |
No director performance metrics are tied to these awards; grants are time‑based (service‑conditioned) options per director program .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Related‑Party Relevance to NAGE |
|---|---|---|
| WELL Health Technologies Corp. | CEO & Chairman | No related‑party transactions involving Mr. Shahbazi disclosed in the proxy – |
| HEALWELL AI Inc. (TSX: AIDX) | Chairman | No related‑party transactions involving Mr. Shahbazi disclosed in the proxy – |
Niagen’s related‑party disclosures in 2024 focused on A.S. Watson and Nestlé supply arrangements; no transactions were identified relating to Mr. Shahbazi’s entities –.
Expertise & Qualifications
- Technology operator and founder with >80 M&A transactions as operator/board member; deep experience in roll‑ups and divestitures .
- Healthcare services and AI/data science leadership via WELL Health and HEALWELL AI .
- Education: B.S. in civil engineering (University of British Columbia) .
Equity Ownership
| Item (as of 4/25/2025 unless noted) | Amount |
|---|---|
| Beneficial ownership (shares) | 66,667 (<1% of outstanding) |
| Of which: options exercisable within 60 days | 66,667 |
| Options outstanding (12/31/2024) | 80,000 |
| Director ownership guideline status | Company states directors are in compliance (policy = 2× retainer) |
Governance Assessment
- Independence and committee fit: Independent director serving on Nominating & Corporate Governance, aligning with his experience in governance and corporate development .
- Engagement: Met the company’s minimum attendance expectations (≥75% of meetings); Board held 4 meetings in 2024 and N&G held 3 .
- Pay structure: Balanced cash ($45,000 in 2024) and equity (20,000 options; $36,319 FV) consistent with disclosed director program; equity time‑vests and aligns interests with shareholders .
- Alignment and policies: Company maintains a clawback policy (effective Oct 2, 2023), a stock ownership policy (directors at 2× retainer; compliance reported), and an insider trading policy prohibiting hedging/shorts—supportive of shareholder‑friendly governance .
- Other roles: Concurrent leadership roles (CEO/Chair of WELL Health; Chair of HEALWELL AI) broaden industry perspective; these roles are disclosed for transparency .
- Red flags and risks: No legal proceedings disclosed for directors in the past ten years; no related‑party transactions disclosed involving Mr. Shahbazi; no pledging disclosed in the proxy –.
- Shareholder sentiment: Prior year say‑on‑pay support was >96%, indicating favorable investor perception of compensation governance more broadly .