Steven Rubin
About Steven Rubin
Steven D. Rubin (age 64) has served on Niagen Bioscience, Inc.’s (NAGE) Board since March 2017; he is Lead Independent Director (since June 2022), Chair of the Compensation Committee, a member of the Audit Committee, and designated an “audit committee financial expert.” He holds a B.A. from Tulane University and a J.D. from the University of Florida and brings extensive legal and public company governance experience, including executive and director roles across healthcare and technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Niagen Bioscience, Inc. (NAGE) | Director | 2017–present | Board service |
| Niagen Bioscience, Inc. (NAGE) | Lead Independent Director | Jun 2022–present | Presides over executive sessions of independent directors; liaison to Chair |
| Niagen Bioscience, Inc. (NAGE) | Compensation Committee Chair | Current | Oversees exec and director pay; retained Exequity as independent consultant; annual risk review of comp plans |
| Niagen Bioscience, Inc. (NAGE) | Audit Committee Member; Audit Committee Financial Expert | Current | Financial reporting oversight; related party transaction approvals; cybersecurity risk review |
| IVAX Corporation | Senior Vice President, General Counsel and Secretary | Aug 2001–Sep 2006 | Legal leadership at public company |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| OPKO Health, Inc. (NASDAQ: OPK) | EVP – Administration; Director | EVP since May 2007; Director since Feb 2007 | Public company executive and director |
| Cocrystal Pharma, Inc. (NASDAQ: COCP) | Director | Current | Biotech; antiviral therapeutics |
| Eloxx Pharmaceuticals (NASDAQ: ELOX) | Director | Current | Biotech; genetic therapies |
| Red Violet, Inc. (NASDAQ: RDVT) | Director | Current | Data analytics and information solutions |
| Prior public boards | Director | Prior | Neovasc; Non-Invasive Monitoring Systems; Castle Brands; Kidville; VBI Vaccines; Dreams; Safestitch/TransEnterix; PROLOR Biotech; COGNIT (COGT) |
Board Governance
- Independence and role: The Board affirmatively determined Rubin is independent under Nasdaq rules; he serves as Lead Independent Director (since June 2022) and as liaison between independent directors and the non-independent Chair .
- Committee assignments and activity: Audit (member; audit committee financial expert) and Compensation (Chair). In 2024, Audit met 4x and Compensation met 7x .
- Attendance: The Board met 4x in 2024; each director attended at least 75% of Board and committee meetings .
- Governance processes: Annual Board/committee self-evaluations; robust committee charters; independent compensation consultant (Exequity) retained since 2018; compensation risk review found programs not reasonably likely to have a material adverse effect .
- Controls and policies: Clawback policy compliant with Dodd‑Frank (effective Oct 2, 2023); Insider Trading Policy prohibits hedging/short sales and requires pre-clearance; Stock Ownership Policy (directors: 2x retainer) with current compliance for all non-employee directors .
Fixed Compensation (Director; FY2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Lead Independent Director fee | $30,000 |
| Compensation Committee Chair fee | $15,000 |
| Audit Committee member fee | $10,000 |
| Total cash fees (reported) | $95,000 |
Performance Compensation (Director; FY2024–FY2025)
| Award | Grant date | Quantity | Exercise price | Vesting | Reported fair value |
|---|---|---|---|---|---|
| Non-employee director stock option | 2024-06-20 | 20,000 | $2.71 | 100% on first anniversary | $36,319 (FY2024 option awards) |
| Non-employee director stock option (Form 4) | 2025-06-24 | 20,000 | $14.13 | Not disclosed in Form 4; typically NAGE annual meeting vesting schedule | Post-transaction derivative holdings 20,000; Form 4 URL: https://www.sec.gov/Archives/edgar/data/1386570/000162828025033063/0001628280-25-033063-index.htm |
Note: Director equity awards are time-based options; no performance metric framework applies to director equity grants .
Other Directorships & Interlocks
| Company | Relationship to NAGE | Interlock/Conflict Noted |
|---|---|---|
| OPKO Health, COCP, ELOX, RDVT | External boards/employer | No NAGE-related interlocks disclosed in proxy . |
| Significant shareholders/partners (for context) | Watson (A.S. Watson Retail), Nestlé Health Science | Related-party transactions involve significant shareholders/partners; no disclosure naming Rubin as a party . |
Expertise & Qualifications
- Legal and governance expertise: Former SVP/GC/Secretary at IVAX; experienced public company director and executive .
- Financial oversight: Designated “audit committee financial expert” by the Board; Audit Committee member .
- Board leadership: Lead Independent Director, chairing independent director executive sessions and coordinating agenda topics .
- Multi-sector exposure: Executive/director roles spanning biotech, health, and data analytics industries .
Equity Ownership (as of Record Date and FY-end)
| Metric | Amount |
|---|---|
| Total beneficial ownership (as of Apr 25, 2025) | 207,000 shares; <1% of shares outstanding |
| Options exercisable within 60 days (as of Apr 25, 2025) | 200,000 |
| Options outstanding (as of Dec 31, 2024) | 200,000 |
| Ownership guideline (directors) | 2x annual cash retainer; all non-employee directors in compliance |
Insider Trades (Form 4)
| Transaction date | Form | Type | Security | Quantity | Price | Post-transaction derivative holdings | Link |
|---|---|---|---|---|---|---|---|
| 2025-06-24 (filed 2025-06-25) | 4 | Award (A) | Stock Option (right to buy) | 20,000 | $14.13 | 20,000 | https://www.sec.gov/Archives/edgar/data/1386570/000162828025033063/0001628280-25-033063-index.htm |
Governance Assessment
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Signals supporting investor confidence:
- Independent status, Lead Independent Director responsibilities, and Audit Committee financial expertise enhance oversight quality .
- Strong committee activity (Audit 4x; Compensation 7x in 2024) and positive say‑on‑pay support (96% for 2023 pay at 2024 AGM) point to functional governance and shareholder alignment .
- Clear policies on clawbacks, insider trading (hedging ban), and stock ownership promote alignment and risk control .
-
Potential areas to monitor:
- Multiple external directorships and an executive role at OPKO Health imply meaningful time commitments; no interlocks or related‑party ties with NAGE disclosed, but ongoing monitoring for conflicts remains prudent .
-
RED FLAGS
- None identified specific to Rubin in the latest proxy: no related‑party transactions involving Rubin; no legal proceedings disclosed; hedging prohibited; directors in compliance with ownership guidelines .