Matthew Murphy
About Matthew Murphy
Matthew Murphy is General Counsel of Nautilus Biotechnology, serving since June 2021 following service as Legacy Nautilus’ General Counsel beginning April 2021. He is 60 years old (as of April 22, 2025), holds a B.S. in Fermentation Science (UC Davis) and a J.D. (University of San Francisco), and previously held senior legal roles at BioElectron, 10x Genomics, Siluria Technologies, and Pacific Biosciences . Nautilus remains pre-revenue and has not generated revenue to date; net loss was $53.2 million for the nine months ended September 30, 2024, with cash, cash equivalents and investments of $221.2 million, reflecting ongoing development and commercialization efforts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioElectron Technology Corporation | General Counsel | Aug 2016 – Jul 2018 | Led legal function at clinical-stage biotechnology firm; supported corporate governance and transactions . |
| 10x Genomics, Inc. | Vice President, General Counsel and Secretary | Feb 2014 – Jul 2016 | Built legal infrastructure for scaling genomics tools company; managed IP and corporate matters . |
| Siluria Technologies, Inc. | Vice President and General Counsel | Prior to 2014 (dates not specified) | Guided legal aspects for advanced materials/energy tech company . |
| Pacific Biosciences of California, Inc. | Vice President and General Counsel | Prior to 2014 (dates not specified) | Supported legal operations at life-science sequencing company . |
| Strategic consultant & Consulting General Counsel (various life sciences/technology companies) | Consultant | Jul 2018 – Aug 2020 | Provided advisory services across legal, transactions, and strategic matters . |
| Advisor to various life sciences companies | Advisor | Aug 2020 – Mar 2021 | Supported legal/strategic needs ahead of joining Nautilus . |
External Roles
- None disclosed in company filings for public company directorships or committee positions .
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $363,000 | Jul 28, 2023 | Confirmatory employment letter; subject to review by Board/Comp Committee . |
| Target Bonus % | 40% of base salary | FY 2023 program | Annual cash bonus opportunity; actual payout contingent on performance and continued employment; not guaranteed . |
| Equity Eligibility | Eligible for stock options/other awards under company plans | Ongoing | Grants at Board/Committee discretion; terms per applicable plan . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance goals under 2024 Bonus Plan (profiling milestones; commercial activities; cash management) | Not disclosed for individual executives | Thresholds set to reach 75% minimum attainment across goals | Company did not achieve threshold target levels in 2024 | No bonuses paid under 2024 Bonus Plan (applies to NEOs; Murphy payout not disclosed) | Cash incentive plan; payments require continued employment and committee approval . |
Notes: The Executive Incentive Compensation Plan allows cash or equity settlement at the administrator’s discretion and is subject to clawback; committee retains discretion to adjust awards . The proxy discloses 2024 outcomes for NEOs; Matthew Murphy’s individual payout is not disclosed.
Equity Ownership & Alignment
- Hedging/pledging prohibited: Insider trading policy bans short sales; trading in public options/derivatives; hedging; pledging; and holding shares in margin accounts .
- Compensation clawback: Compensation recovery policy effective October 2, 2023 requires recovery of incentive comp upon certain accounting restatements per SEC/Dodd-Frank rules .
- Equity plans context: As of Dec 31, 2024, options outstanding totaled 16,634,775 across the 2017 and 2021 plans; remaining shares available for future issuance under equity plans were 28,292,799 (2021 Plan 23,784,439; ESPP 4,508,360). These are plan-level figures, not individual holdings .
- Beneficial ownership: Individual ownership for Matthew Murphy is not disclosed in the 2025 proxy’s table; officers/directors as a group owned 55,294,615 shares plus 8,443,750 options exercisable within 60 days (group total) .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment status | At-will | Per confirmatory employment letter; duties as General Counsel; reports to CEO . |
| Severance (outside CIC Period) | 50% of Salary lump sum + employer-paid COBRA premiums up to 6 months | Requires termination without Cause or resignation for Good Reason; standard release; at-will employment preserved . |
| Severance (during CIC Period: from 3 months pre-CIC to 1 year post-CIC) | 100% of Salary + 100% of Target Bonus lump sums; employer-paid COBRA premiums up to 12 months; 100% acceleration of unvested time-based equity | Equity acceleration applies to time-based awards; performance-based awards governed by plan terms; subject to release; three-month lookback and one-year tail around CIC . |
| CIC Agreement term | 3-year initial term from Jul 31, 2023; auto-renews annually unless 90-day nonrenewal notice; extends to 12 months post-CIC if <12 months remaining | No tax gross-ups; 280G “best-net” cutback applies; standard definitions of Cause, Good Reason, Disability . |
| Equity treatment if not assumed in change in control | Full vesting/exercisability; performance goals deemed achieved at target unless otherwise provided | Plan-level rule under 2017/2021 plans . |
| Incentive plan/clawback | Awards subject to clawback policy and committee discretion | Clawback policy and plan discretion detailed . |
| Trading governance | Pre-clearance, blackout windows, and prohibitions under Insider Trading Policy | GC serves as or designates Compliance Officer per policy . |
Investment Implications
- Pay-for-performance alignment: Murphy’s target bonus (40% of salary) ties compensation to corporate goals under the Incentive Plan; 2024 plan paid zero to NEOs due to thresholds not met, signaling discipline on bonus gating .
- Severance/CIC economics: Outside CIC, severance is modest (50% salary); within CIC, severance increases (100% salary + 100% bonus) with double-trigger equity acceleration of time-based awards—market-typical, with no tax gross-ups and a 280G cutback curbing excessive parachute payments .
- Retention and insider selling pressure: Equity acceleration is limited to time-based awards upon qualifying CIC termination; plan-level rules provide full vesting if awards are not assumed by an acquirer—potentially increasing post-CIC selling pressure, but hedging and pledging prohibitions reduce misalignment risks .
- Governance and risk: Strong trading controls (no hedging/pledging) and a formal clawback policy mitigate misconduct/restatement risk; legal oversight by the GC is central as Nautilus advances towards commercialization while remaining pre-revenue and loss-making—net loss $53.2 million in 9M 2024 and no revenue to date, underscoring execution risk and the importance of disciplined incentive design .