Gwen Weld

About Gwen Weld

Gwen Weld is Chief People Officer (CPO) of Nautilus Biotechnology (NAUT), serving since April 2022; she is age 67, with prior senior HR leadership roles at Microsoft and Isilon Systems and recent interim/consulting roles at Amperity and OctoML . She studied business administration at Pace University, and reports to the CEO with responsibilities customary for the CPO role; her employment is at‑will per confirmatory letter terms . Nautilus remains a development-stage company with no revenue disclosed; operating expenses rose to $81.5M in FY2024 (from $76.2M FY2023) and net loss increased to $70.8M (from $63.7M), framing pay-for-performance context during her tenure . The company guided to a late‑2026 platform launch and implemented a ~16% headcount reduction in early 2025, relevant to HR execution risk and retention dynamics .

Past Roles

External Roles

No current public company directorships disclosed for Ms. Weld .

Fixed Compensation

Performance Compensation

The Executive Incentive Compensation Plan permits the administrator to adjust awards and apply clawback provisions consistent with SEC/Dodd‑Frank rules .

Equity Ownership & Alignment

• Company equity plans govern Weld’s awards; the 2021 Plan provides stock options/RSUs/performance awards with typical 4‑year vesting (often 25% at year 1 then monthly); acceleration can occur in certain change‑in‑control scenarios or if awards are not assumed .

Employment Terms

• Role and reporting: Chief People Officer; reports to CEO; duties customary for CPO .
• Employment status: At‑will; confirmatory employment letter dated July 31, 2023 .
• Location: Seattle, WA (corporate offices), with customary travel .
• Severance (outside CIC period): Lump sum equal to 50% of base salary; employer‑paid COBRA premiums up to six months (as described for named executives including Ms. Weld in 2023 proxy) .
• Change‑in‑Control (CIC Period): Lump sum equal to 100% of base salary and 100% of target bonus; employer‑paid COBRA up to 12 months; 100% acceleration of time‑based unvested equity (performance‑based at target) if not assumed/substituted; subject to release; no tax gross‑ups with 280G best‑net/cutback .
• Clawback Policy: Adopted Oct 2, 2023 per SEC rules; applies to cash/equity incentive comp in case of required accounting restatements .
• Benefits: Executives receive same benefits as employees (health, dental, vision, life, AD&D, disability, FSA, 401(k) with no company match); no executive‑specific perquisites programs .
• Equity Plans: Awards under 2017 and 2021 plans; options generally 10‑year term; plan administrator retains discretion over vesting, treatment in M&A, and potential exchange programs .

Performance & Track Record

• Company milestones: Announced expectation to launch proteome analysis platform in late 2026 .
• Workforce actions: Headcount reduced by ~16% to align resources and extend cash runway (announced Feb 2025) .
• Liquidity: Cash, cash equivalents, and investments were $206.3M as of Dec 31, 2024; management expects runway through 2027 .

Compensation Structure Analysis

• Increasing at‑risk pay: Target bonus increased from 40% (2022) to 45% (2023), indicating a higher variable pay mix tied to corporate goals .
• Incentive discipline: 2024 Bonus Plan paid zero based on corporate goal shortfalls, signaling alignment of payouts with performance outcomes at least for NEOs; Weld’s individual payout not disclosed .
• Equity emphasis: Company’s compensation framework relies heavily on stock options under 2021 Plan, with robust administrator discretion and standard vesting; acceleration mechanisms are defined under change‑in‑control scenarios .

Risk Indicators & Red Flags

• No tax gross‑ups in CIC agreements; 280G cutback/best‑net provisions in place (shareholder‑friendly) .
• Formal clawback policy adopted in 2023 under SEC rules .
• Pledging/hedging: No specific pledging or hedging disclosures found for Ms. Weld; companywide policy details not located in reviewed sections .

Compensation Peer Group and Say‑on‑Pay

• Peer group details and say‑on‑pay outcomes for 2024/2025 proxies not located in reviewed sections; not disclosed for Ms. Weld .

Expertise & Qualifications

• Education: Studied business administration at Pace University .
• Domain expertise: Long‑tenured HR leadership across global recruiting, staffing, and infrastructure roles; interim and consulting experience in high‑growth software contexts .

Work History & Career Trajectory

Equity Plan Mechanics (Reference)

• Option vesting examples in NAUT disclosures: a common pattern is 25% vesting at first anniversary, then 1/36 monthly thereafter under the 2021 Plan; unassumed awards in a change‑in‑control can fully vest, with performance goals deemed at target .

Investment Implications

• Alignment: Weld’s compensation includes an increased variable component (target bonus up to 45% in 2023) and equity under the 2021 Plan, supporting pay-for-performance alignment; 2024 zero bonus outcome for NEOs underscores discipline, though her individual payout is not disclosed .
• Retention risk: Company’s late‑2026 launch timeline and 2025 workforce reduction increase execution/retention challenges under Weld’s HR remit; severance/CIC terms mitigate departure risk but could crystallize in a transaction scenario .
• Trading signals: No Form 4 data located in filings reviewed; limited visibility into Weld’s insider transactions; 2023 ownership was small (<1%), suggesting low direct selling pressure from Weld specifically .
• Governance quality: Presence of clawback and absence of tax gross‑ups in CIC agreements are positive governance markers; lack of disclosed stock ownership guidelines for executives is a minor gap .