Niagen Bioscience Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight director nominees to serve until the next annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Named Executive Officers Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This advisory "say-on-pay" proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its compensation philosophy—designed to attract, retain, and incentivize executives through a mix of base salary, annual cash bonuses tied to financial and qualitative goals, and long-term equity incentives, predominantly stock options and a material performance stock unit (PSU) award for the CEO. Notably, the Company granted the CEO a one-time PSU award of 1,518,600 PSUs with multi-tiered VWAP thresholds and a seven-year performance period, which creates significant upside if sustained share-price performance targets are achieved; this is a salient context point for investors assessing alignment and pay-for-performance. Management emphasizes that its pay programs are intended to reward achievement of net sales and net income goals, align executives’ interests with stockholders, and retain key leadership; the Compensation Committee also retains discretion in awards and has historically used benchmarking and an independent consultant. The Board recommends a "FOR" vote, noting prior strong stockholder support (over 97% in 2025) and describing the vote as a tool for stockholder feedback—while making clear the vote is advisory and non-binding. From a governance perspective, material elements include robust performance metrics for annual bonuses, stock ownership guidelines, a clawback policy, and an insider trading policy; however, critics may focus on the CEO’s large PSU opportunity, the size of total CEO compensation in 2025 relative to peers and the 67:1 CEO pay ratio reported for 2025. The proposal’s resolution does not change pay directly but signals shareholder sentiment; if a significant negative vote occurs, the Board and Compensation Committee indicate they will consider and may respond with changes to compensation design or disclosure. Overall, the proposal centers on whether shareholders believe current disclosure and the structure of pay appropriately align executive incentives with sustainable stockholder value creation, taking into account the CEO’s contingent long-term awards and recent increases in base salary and bonus targets.

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When is the Niagen Bioscience Inc 2026 annual meeting?

Niagen Bioscience Inc (NAGE) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

What is the record date for the Niagen Bioscience Inc 2026 meeting?

The record date for the Niagen Bioscience Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Niagen Bioscience Inc's 2026 meeting?

The board is presenting 8 director nominees at the Niagen Bioscience Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Niagen Bioscience Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Niagen Bioscience Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.