cdxcdef14a_apr2021

DEF 14A 1 cdxcdef14a_apr2021.htm DEFINITIVE PROXY STATEMENT cdxcdef14a_apr2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
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CHROMADEX CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ChromaDex Corporation

10900 Wilshire Blvd, Suite 600

Los Angeles, CA 90024

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 17, 2021

April 21, 2021

To the stockholders of ChromaDex Corporation:

Notice is hereby given that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of ChromaDex Corporation, a Delaware corporation (“we,” “us,” “our,” “ChromaDex,” or the “Company”), will be held on June 17, 2021, at 3:00 p.m. Pacific Time. You are being asked to vote on the following matters:

(1)	To elect the eight nominees for director named herein;
(2)	To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021
(3)	To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this Proxy Statement;
(4)	To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers; and
(5)	To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof.

The accompanying proxy statement contains additional information and should be carefully reviewed by stockholders.

Because of the COVID-19 pandemic, the Annual Meeting will be a completely virtual meeting of stockholders, conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online and vote your shares electronically by visiting: www.meetingcenter.io/241643867 at the meeting date and time described in the accompanying proxy statement. The password for the meeting is CDXC2021. There is no physical location for the Annual Meeting. We are utilizing the latest technology to provide safe access for our stockholders. Hosting a virtual meeting will enable greater stockholder attendance and participation from any location. Questions related to the Annual Meeting or voting matters can be submitted by email to InvestorRelations@Chromadex.com. We encourage you to attend online and participate. We recommend that you log in a few minutes before the Annual Meeting start time of 3:00 p.m. Pacific Time on June 17, 2021, to ensure you are logged in when the Annual Meeting begins.

Pursuant to the bylaws of the Company, the Board of Directors has fixed the close of business on April 20, 2021 as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Annual Meeting and any adjournment thereof. Holders of the Company’s Common Stock are entitled to vote at the Annual Meeting.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in “street name”). Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about April 27, 2021 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on April 20, 2021. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Frank L. Jaksch Jr.

Executive Chairman of the Board

Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS


Introduction	1

Questions and Answers About these Proxy Materials and Voting	2

Proposal 1: Election of Directors	7

Information Regarding the Board of Directors and Corporate Governance	11

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm	17

Proposal 3: Approval of the Compensation of Named Executive Officers	18

Proposal 4: Advisory vote on the frequency of solicitation of advisory shareholder approval of executive compensation	19

Executive Officers	20

Executive Officers and Management Compensation	21

Delinquent Section 16(a) Reports	37

Certain Relationships and Related Transactions	38

Security Ownership of Certain Beneficial Owners and Management	40

Householding of Proxy Materials	43

Other Business	44

-i-

Proposal	Vote Required for Approval	Effect of Abstention	Effect of Broker Non-Vote

Election of eight members to our Board of Directors	Plurality of the votes cast (the eight directors receiving the most “For” votes)	None.	None.
Ratification of the Appointment of Marcum LLP as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2021	“For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter	Against.	Not applicable(1).
Approval, on an advisory basis, the compensation of the Company's named executive officers	“For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter	Against.	None.
Advisory vote on the frequency of shareholder advisory votes on executive compensation	The frequency receiving the votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter; however, in the event that no frequency receives a majority, we will consider whichever frequency receives a plurality of the votes to be the frequency preferred by the stockholders	Against.	None.

		Director
Name	Age	Since
Frank Jaksch, Jr.	52	2000
Stephen A. Block	76	2007
Jeff Baxter	59	2015
Robert Fried	61	2015
Kurt Gustafson	53	2016
Steven Rubin	60	2017
Wendy Yu	45	2017
Tony Lau	32	2017

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Stephen Block (2)	65,000	-	53,775	-	-	-	118,775
Jeff Baxter (3)	55,000	-	53,775	-	-	-	108,775
Kurt Gustafson (4)	97,500	-	53,775	-	-	-	151,275
Steven Rubin (5)	50,000	-	53,775	-	-	-	103,775
Wendy Yu (6)	45,000	-	53,775	-	-	-	98,775
Tony Lau (7)	47,500	-	53,775	-	-	-	101,275

Name	Audit	Compensation	Nominating and Corporate Governance
Jeff Baxter	X		X
Stephen Block	X	X(1)
Kurt Gustafson	X(1)	X
Tony Lau		X
Steven Rubin			X(1)
Wendy Yu			X
Total meetings in fiscal year ended December 31, 2020	6	5	2

	Fiscal Year Ended
Marcum, LLP	December 31, 2020	December 31, 2019
Audit Fees (1)	$374,000	$434,000
Audit-Related Fees	$—	$—
Tax Fees	$—	$—
All Other Fees	$—	$—

Name	Age	Position
Frank Jaksch, Jr.	52	Executive Chairman of the Board
Robert Fried	61	Chief Executive Officer and Director
Kevin Farr	63	Chief Financial Officer
Mark Friedman (1)	63	Former Chief Legal Officer, General Counsel and Corporate Secretary
Megan Jordan (2)	51	Former Chief Communications Officer and Senior Vice President of Global Marketing

Executive Bonus Targets	Weight Factor	2020 Threshold	2020 Target	2020 Max-out	2020 Actual	Payout %	Base Salary	Target Bonus %	Bonus Payment

Robert Fried, Chief Executive Officer
Total Company - Net Sales	45%	$48,871	$65,161	$81,451	$59,257	41%	$500,000	60%	$122,419
Total Company - Operating Income / (Loss)	25%	(27,881)	(22,305)	(16,729)	(18,770)	29%	500,000	60%	86,885
Qualitative Corporate Goals	30%	N/A	N/A	N/A	90%	27%	500,000	60%	81,000
Total	100%					96.9%			$290,304

Kevin Farr, Chief Financial Officer
Total Company - Net Sales	45.0%	48,871	65,161	81,451	59,257	41%	309,000	50%	63,046
Total Company - Operating Income / (Loss)	25.0%	(27,881)	(22,305)	(16,729)	(18,770)	29%	309,000	50%	44,746
Qualitative Corporate Goals	30.0%	N/A	N/A	N/A	90%	27%	309,000	50%	41,715
Total	100%					96.9%			$149,507

Frank Jaksch, Executive Chairman
Total Company - Net Sales	45.0%	48,871	65,161	81,451	59,257	41%	381,100	50%	77,756
Total Company - Operating Income / (Loss)	25.0%	(27,881)	(22,305)	(16,729)	(18,770)	29%	381,100	50%	55,187
Qualitative Corporate Goals	30.0%	N/A	N/A	N/A	90%	27%	381,100	50%	51,449
Total	100%					96.9%			$184,392

Mark Friedman, General Counsel
Total Company - Net Sales	45.0%	48,871	65,161	81,451	59,257	41%	309,000	50%	63,046
Total Company - Operating Income / (Loss)	25.0%	(27,881)	(22,305)	(16,729)	(18,770)	29%	309,000	50%	44,746
Qualitative Corporate Goals	30.0%	N/A	N/A	N/A	90%	27%	309,000	50%	41,715
Total	100%					96.9%			$149,507

Megan Jordan, Chief Communications Officer & SVP of Global Marketing
Total Company - Net Sales	45.0%	48,871	65,161	81,451	26,659	41%	300,000	40%	49,107
Total Company - Operating Income / (Loss)	25.0%	(27,881)	(22,305)	(16,729)	1,691	29%	300,000	40%	34,754
Qualitative Corporate Goals	30.0%	N/A	N/A	N/A	17%	5.2%	300,000	40%	6,139
Total	100%					75.1%			$90,000

Title	Ownership Guideline
Chief Executive Officer	Six times annual base salary
All other Named Executive Officers	Three times annual base salary
Members of the Board	Two times annual base retainer

Name	Year	Salary	Non-Equity Incentive Plan	Stock Awards (1)	Option Awards (2)	All Other Compensation (3)	Total ($)
Robert Fried	2020	$519,231	$290,304	-	$316,414(8)	$736

SEC Form DEF 14A filed by ChromaDex Corporation