Not independent
Tenure on this board
5.0 yrs
2 nominees · 4 ballot items.
Elect two Class II directors (Parag Mallick and Farzad Nazem); ratify PricewaterhouseCoopers LLP as independent auditor for 2026; approve, on an advisory basis, named executive officer compensation for fiscal 2025 (Say-on-Pay); and vote, on an advisory basis, on the frequency of future Say-on-Pay votes (options: 1, 2 or 3 years; board recommends one year).
Elect two Class II directors, Parag Mallick and Farzad Nazem, each to hold office until the 2029 annual meeting and until their respective successors are elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as Nautilus’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of Nautilus’s named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the company’s named executive officers for fiscal 2025, as disclosed in the proxy statement. Management is required to solicit this advisory vote because Nautilus ceased to be an emerging growth company as of December 31, 2025, and the vote is intended to provide shareholders a mechanism to express their view on executive pay. The Board and compensation committee present the disclosure and ask for a vote FOR to signal shareholder support for the company’s pay practices; they state that the result will inform future compensation decisions though it will not be binding. The company frames the Say-on-Pay vote as a tool for investor feedback and commits to engage with shareholders if there is a significant vote against the proposal. Nautilus’s disclosed compensation program mixes base salary, long-term equity awards, and performance-based cash incentives tied to corporate milestones (data analysis, application validation, and cash management), which the compensation committee asserts align management incentives with corporate objectives. Given the advisory nature, a strong FOR vote would give the board greater flexibility to continue current compensation design, while a significant AGAINST vote would likely trigger outreach and potential program adjustments. The company notes that abstentions count as votes against for purposes of the required majority and that broker non-votes will not affect the outcome; this matters for holders in street name. From a governance perspective, the presence of clawback and change-in-control/severance arrangements described elsewhere in the filing, and the company’s commitment to annual review of compensation, are relevant context for assessing whether the compensation framework is aligned with long-term shareholder value. Analysts should weigh the disclosed pay elements and performance metrics against the company’s 2025 operational and financial outcomes when evaluating whether a FOR or AGAINST vote is warranted.
Non-binding advisory vote to indicate whether future advisory votes on executive compensation should be held every one, two, or three years (the Board recommends every one year).
This proposal asks shareholders, on a non-binding basis, to indicate their preferred frequency for future advisory votes on executive compensation (every one, two, or three years). The proposal is procedural but important for governance: it determines how often shareholders will have the formal opportunity to express views on pay. Management recommends the annual option, arguing that yearly votes align with the company’s annual compensation review cycle and provide more direct, timely shareholder input. Because the vote is advisory and non-binding, the board may ultimately select a different cadence if it believes that is in shareholders’ best interests, though it states it will consider the outcome when making a determination. For investors, an annual frequency increases the cadence of shareholder engagement and can accelerate governance responses to pay concerns, while a multi-year frequency reduces the administrative burden and avoids potentially short-term pressure on pay design. The company’s context—no longer an emerging growth company and subject to Dodd-Frank advisory vote requirements—means management must solicit this input; it also signals the board’s willingness to be accountable to shareholders on compensation matters. Broker non-votes and abstentions do not affect the selection of the frequency (the option with the highest number of votes wins), but abstentions are recorded and may influence perceptions of shareholder sentiment. Analysts should consider how the selected frequency would interact with the company’s compensation disclosure and investor outreach practices when assessing governance risk and potential future compensation adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | a16z Capital Management, L.L.C. | 13.9% | 17,653,917 | $68M |
| 2 | PERCEPTIVE ADVISORS LLC | 9.9% | 12,594,211 | $49M |
| 3 | Cercano Management LLC | 5.6% | 7,172,985 | $28M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.0% | 2,545,597 | $10M |
| 5 | Clearstead Advisors, LLC | 1.8% | 2,329,784 | $9M |
| 6 | Comprehensive Financial Management LLC | 1.7% | 2,207,619 | $9M |
| 7 | AMAZON COM INC | 1.1% | 1,457,055 | $6M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.0% | 1,273,383 | $5M |
| 9 | SENTINEL TRUST CO LBA | 0.6% | 750,000 | $3M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 0.6% | 741,246 | $3M |
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