Ozan Pamir
About Ozan Pamir
Ozan Pamir, 34, is Chief Financial Officer of Niagen Bioscience (NAGE) since October 2024; he holds a BA in Economics and Finance from McGill University and is a CFA charterholder . Company performance context: 2024 net sales were $99.6 million and net income $8.6 million; the company’s total shareholder return (value of $100) stood at $123.09 at year-end 2024 . His 2024 cash bonus paid in 2025 under the AICB program reflected strong performance against net income and net sales targets, with a 95.5% payout on his pro-rated base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 180 Life Sciences (NASDAQ: ATNF) | Chief Financial Officer | Oct 2018 – Sep 2024 | Led finance, investor relations, and capital markets in biotech; corporate finance and strategy |
| Unify Pharmaceuticals | Chief Financial Officer and Board Member | Aug 2019 – Jul 2021 | Finance leadership and board governance in drug development; capital markets exposure |
| Enosi Life Sciences | Chief Financial Officer | May 2020 – Apr 2021 | Finance leadership; corporate strategy and capital markets activity |
| Ventum Financial Corp (f.k.a. Echelon Wealth Partners) | Vice President, Investment Banking | Jun 2014 – Oct 2018 | Executed financing transactions; investment banking experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Unify Pharmaceuticals | Board Member | Aug 2019 – Jul 2021 | Board-level oversight; governance contributions |
Fixed Compensation
| Component | 2024 Value | 2025/Contract Terms |
|---|---|---|
| Base Salary | $69,231 (prorated) | $400,000 annual per offer letter |
| Target Bonus % | 50% of base (prorated for 2024) | 50% of base, Board-set goals |
| Non-Equity Incentive (AICB) | $33,043 paid for 2024 | Based on net sales, net income, corporate and department goals |
| Option Awards (Grant-Date Fair Value) | $357,869 in 2024 | See Performance Compensation/Equity tables |
| All Other Compensation | $1,498 (401k match, life insurance) | Standard executive benefits |
| Severance (Termination w/o Cause) | $300,000 total (salary continuation) | 9 months’ base salary continuation |
Performance Compensation
| Metric | Weighting | 2024 Threshold | 2024 Target | 2024 Max | 2024 Actual | Payout % | Base Salary | Target Bonus % | Bonus Payment |
|---|---|---|---|---|---|---|---|---|---|
| Total Company – Net Sales | 35% | $92,922 | $103,247 | $113,572 | $99,597 | 28.8% | $69,231 | 50% | $9,965 |
| Total Company – Net Income/(Loss) | 30% | $(5,481) | $(1,820) | $127 | $8,856 | 45.0% | $69,231 | 50% | $15,570 |
| Qualitative Corporate Goals | 10% | N/A | N/A | N/A | 37% | 4.4% | $69,231 | 50% | $1,522 |
| Qualitative Department Goals | 25% | N/A | N/A | N/A | 69% | 17.3% | $69,231 | 50% | $5,986 |
| Total | — | — | — | — | — | 95.5% | — | — | $33,043 |
- Qualitative department goals for Pamir: (i) driving operational cost efficiencies, (ii) optimizing financial and budgetary discipline, (iii) securing strategic long-term supply partnerships, (iv) advancing key corporate initiatives, and (v) strengthening stakeholder engagement .
Long-Term Incentives (2024 Grants)
| Grant Date | Award Type | Number | Exercise Price | Expiration | Vesting Schedule | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| 10/21/2024 | Stock Options | 146,544 | $3.46 | 10/20/2034 | 1/3 on 10/21/2025; remaining in 24 equal monthly installments, subject to service | $357,869 |
Option Exercises and Stock Vested (2024)
| Name | Options Exercised (#) | Value Realized ($) | RSUs Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Ozan Pamir | — | $— | — | $— |
Equity Ownership & Alignment
Beneficial Ownership (as of April 25, 2025)
| Holder | Shares Beneficially Owned | Aggregate % Ownership | Options Exercisable within 60 Days |
|---|---|---|---|
| Ozan Pamir | 2,907 | * (<1%) | — |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Stock Options | — | 146,544 | $3.46 | 10/20/2034 | 1/3 vests 10/21/2025; then monthly over 24 months |
Ownership Policies and Restrictions
- Stock Ownership Policy: NEOs must hold stock equal to 3x annual base salary; achievement required within 5 years (with possible 3-year extension). As of Dec 31, 2024, certain executives met levels (Jaksch, Fried), and remaining NEOs are within their compliance windows .
- Insider Trading Policy: Prohibits trading with MNPI, hedging, short sales, and derivatives; advance approval required for executive transactions .
- Transfer restrictions: Options/SARs may not be transferred to financial institutions without prior stockholder approval .
- Shares pledged as collateral: No pledging disclosures identified for Pamir in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Appointment and Start Date | Appointed CFO; commenced service Oct 21, 2024 |
| Offer Letter Compensation | $400,000 base; 50% target bonus; benefits per executive plans |
| Severance (Without Cause) | Nine months’ base salary continuation |
| Potential Termination Payments (Dec 31, 2024) | Severance $300,000; Option Awards $—; Medical $—; Total $300,000 (termination without cause scenario) |
| Change-of-Control Treatment | Under the 2017 Plan, acceleration is only as provided in award agreements; absent such provisions, no acceleration upon change-of-control |
| Clawback Policy | Effective Oct 2, 2023; recoupment of incentive-based compensation for “big R” and “little r” restatements covering the prior 3 fiscal years; applies to current/former executives |
| Non-Compete/Non-Solicit | Proxy notes a non-compete for CEO and confidentiality for NEOs; specific non-compete for Pamir not disclosed |
Performance & Track Record
| Year | TSR (Value of $100) | Net Sales ($000s) | Net Income (Loss) ($000s) |
|---|---|---|---|
| 2024 | $123.09 | $99,597 | $8,550 |
| 2023 | $33.18 | $83,570 | $(4,938) |
| 2022 | $38.98 | $72,050 | $(16,540) |
| 2021 | $86.77 | $67,449 | $(27,128) |
| 2020 | $111.37 | $59,257 | $(19,925) |
- 2024 AICB outcomes used net sales and net income before AICB as core metrics; results achieved were 97% of net sales goal and 686% of net income goal .
- Say-on-Pay support at 2025 Annual Meeting: For 54,899,483; Against 1,160,619; Abstain 56,460; Broker Non-Votes 9,590,210 .
Compensation Committee Analysis
- Committee: Steven Rubin (Chair), Gary Ng, Ann Cohen; seven meetings in FY2024; Exequity LLP serves as the independent compensation consultant since 2018 .
- Philosophy: Mix of base, annual cash bonus, and equity incentives; significant portion of compensation is at risk tied to performance; no fixed target percentile against peers; decisions consider peer data and performance .
Related Party & Risk Indicators
- Related party transactions are overseen under a formal policy; major historical customer relationship (Watson) ceased to be related party after Aug 20, 2024; $8.7 million sales to Watson in 2024 pre-change .
- Equity burn rate and dilution managed: 2024 burn rate 4.6% vs peer benchmark 5.94%; full dilution 17.1% .
- No reported option exercises or RSU vesting by Pamir in 2024; indicates low immediate selling pressure .
Equity Incentive Plan and Future Grants
- 2017 Plan amended June 24, 2025 to add 4.75 million shares for issuance; ESPP approved (650,000 shares; 85% of lesser of offering/purchase date price) .
- New plan benefits table shows cumulative awards subject to grant since 2017: Pamir 163,774 units (historical grant count) through March 31, 2025 .
Investment Implications
- Alignment and retention: Pamir’s direct ownership is minimal (2,907 shares; <1%), but he holds a meaningful new-hire option grant vesting starting Oct 21, 2025 and monthly thereafter; monitor Form 4s and potential 10b5-1 plans for selling pressure as vesting phases in .
- Pay-for-performance: AICB is primarily tied to net sales and net income, with disclosed qualitative goals; 2024 payout of 95.5% reflects performance leverage, supporting compensation alignment with operating results .
- Severance economics: Without-cause termination yields nine months’ salary and no automatic vest acceleration per the plan’s default; change-of-control acceleration depends on award agreements, reducing windfall risk if double-trigger is enforced .
- Governance and risk controls: Robust clawback compliant with Dodd-Frank/Nasdaq and prohibition on hedging/short sales reduce risk of misaligned incentives; stock ownership guidelines require 3x salary within 5 years, placing Pamir under a build-up period that may incrementally increase skin-in-the-game .
- Program dilution context: Equity burn rate below peer benchmark and dilution managed, but the June 2025 plan share increase enables continued equity grants—investors should track overhang and grant cadence versus performance and retention goals .