Farzad Nazem
About Farzad Nazem
Independent director of Nautilus Biotechnology (Class II), age 63 as of April 22, 2025, serving on the board since June 2021. Former Chief Technology Officer at Yahoo! and Vice President at Oracle’s Web and Media Server Division; B.S. in Computer Science from California Polytechnic State University–San Luis Obispo. The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Chief Technology Officer | 11+ years | Led technology strategy and operations |
| Oracle Corporation | Vice President, Web & Media Server Division | 10+ years | Senior leadership in software infrastructure |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in NAUT proxy for Mr. Nazem |
Board Governance
- Independence: Independent director per Nasdaq standards .
- Committee memberships (2024/2025): Compensation Committee member; chair is Matthew Posard. Altman departed in 2025; Akinsanya added post-2025 annual meeting .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024; Compensation Committee met 4x; Audit Committee met 4x; Nominating & Governance met 3x .
- Executive sessions: Non‑employee directors meet in executive session at least twice annually .
- Board size/structure: Seven authorized directorships effective June 20, 2025; staggered three classes .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $40,000 | $40,000 | Outside Director Compensation Policy |
| Compensation Committee member fee (cash) | $7,000 | $7,000 | Member fee; chair fee is $14,000 (not applicable to Nazem) |
| Total cash fees (Nazem) | $47,000 | $47,000 | Matches policy (retainer + committee membership) |
Performance Compensation
| Award Term | 2023 | 2024 | Vesting/Performance | Other Terms |
|---|---|---|---|---|
| Annual stock option grant (Nazem) – grant-date fair value | $142,976 | $89,782 | Annual Award vests 1/12 monthly; service‑based (no performance metrics) | 10-year term; exercise price = FMV at grant |
| Annual Award framework (policy) | Target $185,000 or 45,000 shares cap | Target $185,000 or 45,000 shares cap | Service-based, monthly vesting | Full acceleration upon change in control for non‑employee director awards |
| Initial Award framework (policy) | $370,000 target or 90,000 shares cap | $370,000 target or 90,000 shares cap | Vests 1/36 monthly; service‑based | 10-year term; exercise price = FMV |
| Director annual comp limit | $1,000,000 total cash+equity cap per fiscal year | $1,000,000 cap | Applies to non‑employee directors | Non‑transferability except as permitted |
Year-over-year, Nazem’s option grant fair value decreased (2023: $142,976; 2024: $89,782), indicating lower equity grant value or valuation inputs; cash fees remained flat at $47,000 .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Interlocks/Conflicts | None of the compensation committee members (including Nazem) are or were NAUT executives; no executive officer sits on another entity’s board/comp committee with reciprocal interlocks . |
| Related party transactions | None disclosable since January 1, 2023; no proposed transactions . |
Expertise & Qualifications
- Deep technical leadership (Yahoo CTO; Oracle VP), relevant to NAUT’s proteomics platform development .
- Independent compensation committee member; board skills include technology and management experience .
- Education: B.S., Computer Science, Cal Poly SLO .
Equity Ownership
| Holder | Shares | Options exercisable ≤60 days | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| Farzad Nazem (incl. affiliates) | 1,888,146 via HAND Capital, LLC | 212,747 | 2,100,893 | 1.7% |
- Ownership alignment: Material personal stake via HAND Capital, plus director options outstanding (as of Dec 31, 2024) of 212,747 options .
- Pledging/Hedging: Company policy prohibits hedging and pledging of NAUT securities by directors .
- Ownership guidelines: Compensation Committee monitors compliance with any stock ownership guidelines (numeric thresholds not disclosed) .
Governance Assessment
- Board effectiveness: Nazem’s technology pedigree complements NAUT’s scientific leadership; independence and committee service support governance rigor .
- Alignment: Cash fees modest; equity compensation primarily options with service-based vesting; meaningful share ownership via HAND Capital signals skin-in-the-game .
- Engagement: Board/committee attendance ≥75%; Compensation Committee met four times in 2024, indicating active oversight .
- Policies: Strict insider trading prohibitions on hedging/pledging; change-in-control acceleration for non‑employee director awards is standard but should be monitored for entrenchment risk .
- RED FLAGS: None disclosed for related-party transactions, legal proceedings, hedging/pledging, or attendance shortfalls. Year-over-year decline in option grant fair value is not a red flag by itself; no evidence of option repricing or award modification .
Director Compensation (Detail)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash (Nazem) | $47,000 | $47,000 |
| Option awards (grant-date fair value) | $142,976 | $89,782 |
| Total | $189,976 | $136,782 |
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member (Chair: Posard) | 4 |
| Audit | Not a member | 4 |
| Nominating & Governance | Not a member | 3 |
Voting Support (Signal)
| Annual Meeting | Director | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| 2023 | Farzad Nazem | 95,381,887 | 169,190 | 13,665,128 |
Related Party & Conflict Checks
- No related party transactions involving Nazem since January 1, 2023; Audit Committee oversees related party transaction policy .
- No family relationships among directors/officers .
- No disclosed interlocks that could impair independence .
Risk Indicators
- Hedging/pledging prohibited; no disclosures of violations .
- EGC status historically exempts NAUT from say-on-pay; reduced disclosure regime noted (context for executive comp governance) .