Robert Fried
About Robert Fried
Robert Fried, 65, is Chief Executive Officer of Niagen Bioscience (formerly ChromaDex) since June 2018 and a director since July 2015; prior roles include President & COO (Jan–Jun 2018) and President & Chief Strategy Officer (Mar 2017–Jan 2018) . He holds an M.S. from Cornell University and an M.B.A. from Columbia University; he is an Academy Award–winning film producer and former CEO of Savoy Pictures . Under his tenure, 2024 net sales reached $99.6 million and CAP-linked TSR measured as a $100 investment rose to $123.09 by 2024; 2024 net income was $8.55 million . Say‑on‑pay support has been strong (96% approval in 2024 for FY2023 compensation), and 2025 say‑on‑pay also passed with 54.9M for vs. 1.16M against .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Niagen Bioscience | President & COO | 2018 (Jan–Jun) | Operational leadership preceding CEO appointment |
| Niagen Bioscience | President & Chief Strategy Officer | 2017–2018 | Strategy formulation prior to COO role |
| Spiritclips (Hallmark Movies Now) | Founder & CEO | 2007–2017 | Built/exit to Hallmark Cards (2012), consumer streaming scale |
| Fluent, Inc. (NASDAQ: FLNT) | Chairman of the Board | 2011–2015 | Public company governance in data‑driven marketing |
| Savoy Pictures | President & CEO | 1994–1996 | Led studio operations and finance |
| Columbia Pictures | EVP Production; Director Film Finance | 1990s | Production oversight and film finance expertise |
| Twentieth Century Fox | Director of Business Development | 1990s | Corporate development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Fluent, Inc. | Chairman of the Board | 2011–2015 | Public board leadership |
| Spiritclips / Hallmark Movies Now | Founder & CEO | 2007–2017 | Built subscription streaming service; sold to Hallmark Cards in 2012 |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Base | Notes |
|---|---|---|---|
| 2024 | 500,000 | 60% (aligned to executive plan) | Target framework adjusted in 2019; paid via AICB |
| 2025 | 650,000 (effective Jan 1, 2025) | 75% (from FY2025 onward) | Per 2025 amendment to employment agreement |
Multi‑year summary (CEO):
| Year | Salary ($) | Non‑Equity Incentive ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | 286,497 | — | 424,898 | 736 | 1,212,131 |
| 2023 | 500,000 | 268,221 | — | 391,249 | 736 | 1,160,206 |
| 2022 | 500,000 | 234,808 | — | 423,306 | 736 | 1,158,850 |
Performance Compensation
2024 Annual Incentive Cash Bonus (AICB) metrics and payout (CEO):
| Metric | Weight | Threshold | Target | Max | Actual | Payout % | Bonus ($) |
|---|---|---|---|---|---|---|---|
| Total Company – Net Sales | 35% | 92,922 | 103,247 | 113,572 | 99,597 | 28.8% | 86,399 |
| Total Company – Net Income/(Loss) | 30% | (5,481) | (1,820) | 127 | 8,856 | 45.0% | 134,999 |
| Qualitative Corporate Goals | 10% | N/A | N/A | N/A | 37% | 4.4% | 13,200 |
| Qualitative Department Goals | 25% | N/A | N/A | N/A | 69% | 17.3% | 51,899 |
| Total | 100% | — | — | — | — | 95.5% | 286,497 |
2024/2025 equity incentives:
- Stock options granted Feb 22, 2024: 399,568 options, $1.52 strike; one‑third vested Feb 22, 2025, remainder vests monthly over 24 months thereafter .
- Performance Stock Units (PSUs) granted Feb 25, 2025: 1,518,600 PSUs with 60‑day VWAP hurdles; 5‑year transfer restrictions; vesting eligible upon Change‑in‑Control at transaction price .
PSU price hurdles:
| 60‑day VWAP Threshold | PSUs Vesting |
|---|---|
| $15 | 759,300 |
| $20 | 189,825 |
| $30 | 189,825 |
| $40 | 189,825 |
| $50 | 189,825 |
Option vesting and outstanding (selected):
- Exercisable within 60 days of Apr 25, 2025: 2,604,060 options included in beneficial ownership computation .
- No option exercises or RSU vesting by CEO in 2024; value realized was $0 for both categories .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (incl. exercisable options) | 4,250,788 shares; 5.23% of outstanding |
| Shares outstanding (Record Date) | 78,684,309 |
| CEO ownership guideline | 6× annual base salary; CEO is in compliance |
| Shares subject to options exercisable within 60 days | 2,604,060 |
| Direct and indirect holdings breakdown | 972,314 direct; plus trust and family holdings as detailed in proxy |
| Pledging/Hedging | Hedging and short sales prohibited; pledging not disclosed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement dates | Amended & Restated Executive Employment Agreement (Jun 22, 2018); Amendment Feb 25, 2025 |
| Base/Bonus | Base: $500k (2019 onward) ; $650k effective Jan 1, 2025 ; Target bonus: 60% (2019–2024), 75% from FY2025 |
| Severance (without cause/for good reason) | 18 months base; 12 months COBRA; acceleration of time‑based equity that would vest by 1 year anniversary; 3‑year option exercise window; prorated bonus |
| Death/Disability | Prorated bonus eligibility |
| PSUs special terms | If terminated without Cause or for Good Reason: unvested PSUs remain outstanding up to 12 months; transfer restrictions expire |
| Non‑compete/confidentiality | Non‑compete while employed; confidentiality restrictions |
| Clawback policy | Adopted Oct 2, 2023 under Dodd‑Frank/Nasdaq; applies to last 3 fiscal years |
Potential termination payouts (as of Dec 31, 2024, termination without cause):
| Item | Amount ($) |
|---|---|
| Severance (18 months base) | 750,000 |
| Option awards (intrinsic value of unvested options eligible to vest) | 1,317,116 (at $5.31 px) |
| Medical (COBRA) | 11,602 |
| Total | 2,078,718 |
Board Governance
- Board service and independence: Director since 2015; not independent due to CEO role .
- Prior committee service: Nominating & Corporate Governance Committee member (2015–2017) .
- Board leadership: Affiliated Chairman (Frank Jaksch Jr.); Lead Independent Director (Steven Rubin) providing counterbalance (executive sessions, agenda setting) .
- Attendance: Board held 4 meetings in 2024; each director attended ≥75% of meetings .
- CEO receives no separate director pay .
Committee membership snapshot (FY2024):
| Name | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Ann Cohen | Chair; Financial Expert | Member | — |
| Steven Rubin | Member; Financial Expert; Lead Independent Director | Chair | — |
| Kristin Patrick | Member | — | Chair |
| Gary Ng | — | Member | — |
| Hamed Shahbazi | — | — | Member |
| Wendy Yu | — | — | Member |
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory approval for FY2023 NEO compensation: over 96% support .
- 2025 Annual Meeting votes: Say‑on‑pay For 54,899,483; Against 1,160,619; Abstain 56,460; Broker non‑votes 9,590,210 .
Performance & Track Record
Pay vs Performance (selected measures; $100 investment baseline at end of FY2019):
| Year | CEO CAP ($) | Avg CAP Non‑PEO ($) | TSR (Company) | TSR (Peer Sector) | Net Income (Loss) $000 | Net Sales $000 |
|---|---|---|---|---|---|---|
| 2024 | 2,989,985 | 490,938 | 123.09 | 132.37 | 8,550 | 99,597 |
| 2023 | 1,032,920 | 595,554 | 33.18 | 128.23 | (4,938) | 83,570 |
| 2022 | 843,376 | 546,641 | 38.98 | 127.63 | (16,540) | 72,050 |
| 2021 | 2,098,802 | 1,007,306 | 86.77 | 126.13 | (27,128) | 67,449 |
| 2020 | 1,311,277 | 815,729 | 111.37 | 113.29 | (19,925) | 59,257 |
Compensation Structure Analysis
- Shift to performance equity: Large 2025 PSU grant (1.52M units) with five discrete stock price hurdles and multi‑year performance window, reinforcing long‑term TSR alignment and retention through transfer restrictions .
- Cash/equity mix stability: 2022–2024 CEO total pay ~$1.16–$1.21M annually with consistent option grant values; AICB tied predominantly to net sales and net income performance .
- Clawback/insider controls: Formal clawback policy (Oct 2023) and strict insider trading policy (hedging/shorts prohibited; pre‑clearance required) .
- Equity program capacity: Share reserve increased by 4.75M in 2025; burn rate 4.6% in 2024 vs peer benchmark 5.94%; full dilution 17.1% as of 2024 ; approved by shareholders June 24, 2025 .
Related Party Transactions & Red Flags
- Watson’s distribution relationship (Asia exclusivity) was related party until Aug 20, 2024 due to prior ownership; $8.7M of sales Jan–Aug 2024; ceased to be related party post‑sale; Audit Committee oversight per policy .
- Nestlé Health Science supply agreement: ongoing deferred revenue recognition ($732k recognized in 2024; $2.6M deferred at 12/31/2024) .
- Legal proceedings: none reported for officers/directors in past 10 years .
- No disclosure of share pledging; hedging prohibited; no tax gross‑ups disclosed .
Director Compensation (context)
Non‑employee directors receive cash retainers and annual options; CEO receives no additional board compensation .
Compensation Committee Analysis
- Composition and independence: Rubin (Chair), Ng, Cohen; all independent; 7 meetings in 2024 .
- Consultant: Exequity LLP retained since 2018 for benchmarking; independence factors considered .
- Risk review: Committee concluded programs are not reasonably likely to have a material adverse effect .
Board Service History and Dual‑Role Implications
- Robert Fried serves as CEO and director; not independent due to employment .
- Board separation: CEO is not Chair; however Chair is affiliated (former executive/CEO), mitigated by Lead Independent Director role overseeing executive sessions and agendas .
- Prior committee service: Nominating & Corporate Governance (2015–2017), providing governance exposure before executive roles .
Investment Implications
- Alignment/retention: The 2025 PSU award creates strong upside only at sustained stock price thresholds ($15–$50 VWAP for 60 trading days), with 5‑year transfer restrictions—clear TSR alignment and retention hooks .
- Near‑term selling pressure: CEO had no option exercises or RSU vesting in 2024; one‑third of the 2024 option grant vested in Feb 2025; PSUs remain performance‑based, reducing routine sale pressure vs. time‑based RSUs .
- Ownership signal: 5.23% beneficial stake and compliance with 6× salary guideline indicate meaningful skin‑in‑the‑game; no pledging disclosed, and hedging is prohibited .
- Change‑of‑control economics: Severance and equity acceleration terms are moderate (18 months base; time‑based equity catch‑up; PSU vesting determined by deal price), limiting golden parachute risk while preserving retention .
- Execution risk: AICB tied to net sales and profitability (2024 net income performance significantly exceeded target), suggesting discipline on profitable growth; however equity overhang and ongoing program scale require sustained performance and TSR to avoid dilution headwinds .