Matthew McIlwain
About Matthew McIlwain
Independent director of Nautilus Biotechnology since June 2021 (Legacy Nautilus director since January 2021); age 60 as of April 22, 2025; Managing Director at Madrona Venture Group since 2002 (joined as Venture Partner in 2000). Education: B.A. in Government and Economics (Dartmouth), M.P.P. (Harvard Kennedy School), M.B.A. (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madrona Venture Group | Managing Director | 2002–present; Venture Partner 2000–2002 | Affiliate of significant shareholder; investment oversight in tech/life sciences |
| Genuine Parts Company | VP, Business Process | 1996–2000 | Operational leadership |
| McKinsey & Company | Consultant | 1992–1995 | Strategy advisory |
| Credit Suisse First Boston | Investment Banking | 1987–1989 | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smartsheet Inc. (NYSE: SMAR) | Director | Disclosed as current | Public company directorship; committee roles not disclosed in NAUT proxy |
| Madrona Venture Group | Managing Director | 2002–present | Affiliate to Madrona funds that are NAUT holders |
Board Governance
- Independence: Determined independent under Nasdaq standards; board majority independent; McIlwain among seven independent directors .
- Committees: Chair, Nominating & Governance; Member, Audit Committee (Audit Committee members: Epperly—Chair, McIlwain, Posard) .
- Class/tenure: Agreed to resign as Class II and stand for election as Class I in 2025 to balance classes; service continued uninterrupted upon election .
- Board leadership: Independent Chair (Posard); no lead independent director designated given independent chair structure .
- Executive sessions: Non‑employee directors meet in executive session at least twice annually .
- Attendance: Each director attended ≥75% of board and committee meetings; board met four times in 2024 and four times in 2023; five times in 2022 .
Fixed Compensation
| Component | Policy Amount (Annual) | Notes |
|---|---|---|
| Board retainer (non‑employee) | $40,000 | Paid quarterly in arrears |
| Audit Committee member | $10,000 | Member fee (chair receives $20,000) |
| Nominating & Governance Committee chair | $10,000 | Member fee $5,000 |
| Chair of Board (if applicable) | $40,000 | Not applicable to McIlwain |
| Year | Fees Earned (Cash, $) | Option Awards (Grant‑date Fair Value, $) | Total ($) |
|---|---|---|---|
| 2023 | 60,000 | 142,976 | 202,976 |
| 2024 | 60,000 | 89,782 | 149,782 |
- Structure alignment: McIlwain’s 2023–2024 cash fees are consistent with policy for board retainer ($40k) + audit member ($10k) + nom/gov chair ($10k) .
Performance Compensation
| Feature | Policy/Term | Details |
|---|---|---|
| Initial Option Award | $370,000 grant‑date fair value, capped at 90,000 shares (post‑Feb 2023 amendment) | Vests 1/36 monthly; 10‑year term; exercise price = FMV at grant |
| Annual Option Award | $185,000 grant‑date fair value, capped at 45,000 shares | Vests 1/12 monthly; proration for partial year service |
| Change‑in‑Control | Full acceleration of outstanding director equity | Applies to awards granted while serving as non‑employee director |
| Award Instrument | Stock options under 2021 Equity Incentive Plan | Standard 10‑year term; FMV strike |
| Year | Option Awards ($ FV) | Outstanding Options (as of year‑end) | Exercisable Within 60 Days (as of 4/22/2025) |
|---|---|---|---|
| 2023 | 142,976 | 167,747 | — |
| 2024 | 89,782 | 212,747 | 212,747 |
- No performance‑conditioned director equity (RSUs/PSUs) disclosed; awards are time‑vested stock options .
Other Directorships & Interlocks
- Public directorship: Smartsheet Inc. (NYSE: SMAR) .
- Significant holder affiliation: Managing Director at Madrona; entities affiliated with Madrona beneficially own 5.3% of NAUT .
- Compensation committee interlocks: None disclosed; NAUT executives do not sit on other entities’ comp committees with reciprocity .
Expertise & Qualifications
- Deep investing experience in technology and life sciences; prior operating and consulting roles (Genuine Parts, McKinsey) and investment banking foundation .
- Advanced degrees in public policy and business; board qualification cited as industry background and investment experience .
Equity Ownership
| As‑of Date | Beneficially Owned Shares | % Outstanding | Breakdown |
|---|---|---|---|
| 4/18/2022 | 6,516,125 | 5.2% | Includes 459,075 held by McIlwain and 36,280 options exercisable within 60 days; Madrona Fund VI holdings included |
| 4/17/2023 | 6,602,592 | 5.3% | — |
| 4/22/2025 | 6,692,592 | 5.3% | 5,798,394 (Madrona Fund VI), 222,376 (Madrona Fund VI‑A), 459,075 (McIlwain direct), 212,747 options exercisable within 60 days |
- Policy prohibits hedging, short sales, pledging, and margin accounts for directors and employees—reduces alignment risk from pledging/hedging .
Governance Assessment
- Strengths: Independent director with chair role on Nominating & Governance; Audit Committee membership (financial oversight); board structure with independent chair; documented executive sessions; attendance compliance; prohibitions on hedging/pledging .
- Alignment: Material personal and affiliated ownership (5.3%) aligns incentives; option‑based director pay maintains leverage to long‑term equity value .
- Potential conflicts: Madrona funds’ significant holdings and prior related‑party transactions (Madrona participated in Series B financing and 2021 stock transfer) warrant ongoing monitoring when committee decisions (e.g., nominations) could influence governance—footnotes identify McIlwain as a Madrona affiliate .
- Pay design signals: Reduction in annual director option fair value in 2024 vs 2023 ($89,782 vs $142,976) reduces dilution; equity remains time‑vested without performance metrics (typical for directors) .
RED FLAGS
- Affiliate transactions: Historical related‑party financings and stock transfers involving entities affiliated with McIlwain; ensure recusal and robust conflict management in future transactions .
- Change‑in‑control full acceleration of director equity may be viewed as shareholder‑unfriendly if not balanced by strong independence and performance oversight .
Related Party Transactions (context)
| Transaction | Date | Parties | Amount/Details |
|---|---|---|---|
| Series B Preferred Financing | Apr–May 2020 | Madrona entities; others | Madrona entities purchased 963,855 shares ($12.45/share; $11,999,995 total); McIlwain affiliate designation |
| Stock Transfer Agreement | Feb 7, 2021 | Purchasers incl. Madrona Fund VI; seller Mallick | Madrona purchased 23,448 shares for $796,060; affiliate relationships noted (McIlwain) |
Committee Assignment Snapshot
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 (2023); 3 (2024) | Members: McIlwain, Pande, Akinsanya; Epperly to join post‑2025 annual meeting |
| Audit Committee | Member | — | Report signed by Epperly (Chair), McIlwain, Posard; oversees financial reporting |
| Compensation Committee | Not a member | 4 (2023) | Members: Posard (Chair), Altman, Nazem |
Director Compensation Structure (Policy)
| Element | Term |
|---|---|
| Cash fees | Board retainer $40k; committee chair/member fees as listed above; paid quarterly |
| Equity | Stock options only; Initial Award $370k FV (≤90k shares), Annual Award $185k FV (≤45k shares); monthly vesting; 10‑yr term; FMV strike; full acceleration on change‑in‑control |
| Limits | Annual cap: $1,000,000 total value (cash + equity) per director |
Independence, Attendance & Engagement
- Independent under Nasdaq; no family relationships among directors/executives; seven of nine directors independent (pre‑2025 resizing to seven seats) .
- Attendance: ≥75% of board/committee meetings; encouragement to attend annual meeting (six attendees in 2024 and 2023) .
- Board resizing: 2025 reduction from nine to seven directors; McIlwain moved to Class I to balance classes; continuity maintained .
Equity Ownership Guidelines
- Compensation committee monitors compliance with any stock ownership guidelines; quantitative multiples not disclosed .
Policy Protections
- Insider Trading Policy: prohibits short sales, public options trading in NAUT, hedging transactions, pledging/margin accounts—mitigates misalignment risks .
Summary Implications for Investors
- Governance effectiveness supported by McIlwain’s chair role in nominations, audit oversight, and stable attendance; independence affirmed by Nasdaq standards .
- Monitor potential conflicts given Madrona affiliations and historical transactions; expect robust recusal practices and transparent related‑party disclosures .
- Director pay primarily option‑based with reasonable cash fees; 2024 reduction in equity grant value suggests prudence on dilution amidst market conditions .