Matthew Posard
About Matthew L. Posard
Independent Chairperson of Nautilus Biotechnology’s board since June 2021; age 58 as of April 22, 2025; B.A. in Management Science (UC San Diego). Founding Partner at Explore-DNA with prior senior commercial roles at Illumina (2006–2015), Trovagene/Cardiff Oncology (EVP/CCO, 2015–2016), and GenePeeks (President/CCO, 2017–2018). Serves on the board of Halozyme Therapeutics (NASDAQ: HALO). Tenure at NAUT: Director since 2021; independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Explore-DNA | Founding Partner | Current | Life sciences/diagnostics consulting |
| Illumina, Inc. | Multiple executive leadership roles | 2006–2015 | Commercial leadership in genomics tools |
| Trovagene (now Cardiff Oncology) | EVP & Chief Commercial Officer | Mar 2015–Apr 2016 | Oncology therapeutics commercialization |
| GenePeeks, Inc. | President & Chief Commercial Officer | Feb 2017–Apr 2018 | Genetic information commercialization |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Halozyme Therapeutics (HALO) | Director | Current | Not disclosed in NAUT proxy |
Board Governance
- Independence: Board determined Posard is independent; seven of nine directors independent in 2025 .
- Leadership structure: Independent Chair; roles of CEO and Chair separated; board cites his deep company/industry knowledge and governance experience .
- Committees:
- Compensation Committee: Chair (members: Posard, Altman, Nazem; Akinsanya to join after 2025 AGM) .
- Audit Committee: Member (Epperly—Chair, McIlwain, Posard) .
- Nominating & Governance Committee: Not a member .
- Attendance: Board held 4 meetings in FY2024; each director attended at least 75% of board and committee meetings; six directors attended the 2024 AGM .
- Executive sessions: Non‑employee directors meet in executive session periodically, at least twice per year .
- Related‑party oversight: Audit Committee reviews related‑party transactions; none disclosable since Jan 1, 2023 .
Fixed Compensation
| Component | FY2024 Cash ($) | Notes |
|---|---|---|
| Annual retainer – director | 40,000 | Outside Director Compensation Policy |
| Annual retainer – non‑employee Chair | 40,000 | Paid in addition to director retainer |
| Compensation Committee Chair fee | 14,000 | Chair receives chair fee, not member fee |
| Audit Committee member fee | 10,000 | Member fee |
| Total FY2024 fees (Posard) | 104,000 | Matches director comp table |
- Fees paid quarterly in arrears; reasonable travel reimbursed .
- Director compensation annual cap: Outside Director Compensation Policy caps aggregate cash+equity at $1,000,000; the 2021 Plan separately caps outside director aggregate compensation at $750,000 (increased to $1,000,000 in initial year) .
Performance Compensation
| Equity Award | FY2024 Grant Date Fair Value ($) | Type | Vesting | Key Terms |
|---|---|---|---|---|
| Annual Award (Stock Options) | 89,782 | Non‑employee director stock options | 1/12 monthly after grant date, subject to service | 10‑year term; exercise price = 100% FMV at grant; CIC acceleration to full vesting for non‑employee director awards granted while serving as director |
- Program design:
- Initial Award for new directors: options sized to $370,000 fair value or 90,000 shares, 1/36 monthly vesting .
- Annual Award: options sized to $185,000 fair value or 45,000 shares, 1/12 monthly vesting .
- Grant timing governed by Equity Incentive Award Grant Policy; no timing around MNPI; grants avoid closed trading windows .
- Change‑in‑control: non‑employee director awards accelerate to full vesting; exercise price at FMV; max 10‑year term .
- Clawback: Company adopted Dodd‑Frank–compliant compensation recovery policy effective Oct 2, 2023 .
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock/Conflict |
|---|---|---|---|
| Halozyme Therapeutics (HALO) | Director | Biotech | No NAUT‑disclosed related‑party transactions in 2023–2025; no conflicts disclosed |
- No related‑party transactions disclosable since Jan 1, 2023 under Item 404; NAUT’s policy mandates Audit Committee approval of any such transactions .
Expertise & Qualifications
- Commercial and operating expertise across life sciences tools and diagnostics; executive roles at Illumina and oncology companies .
- Governance: Independent Chair; Compensation Committee Chair; Audit Committee member; experience aligns with oversight of pay, equity plans, and financial controls .
- Education: B.A., Management Science, UC San Diego .
Equity Ownership
| Holder | Shares | Classification | Notes |
|---|---|---|---|
| Matthew L. Posard | 50,000 | Direct | Beneficial ownership table |
| Matthew and Elizabeth Posard Trust | 100,000 | Indirect (trust) | Posard as trustee |
| Options exercisable within 60 days | 444,943 | Options | Included in beneficial ownership per SEC rules |
| Total beneficial ownership | 594,943 | <1% of outstanding | “Less than 1%” in proxy; 126,148,469 shares outstanding 4/22/2025 |
- Hedging/pledging: Company policy prohibits short sales, derivatives, hedging, and pledging of NAUT securities by directors/officers/employees .
Governance Assessment
- Strengths:
- Independent Chair providing separation of leadership from management; broad life sciences commercial background .
- Chairs Compensation Committee and serves on Audit Committee, reinforcing oversight of executive pay, equity plans, clawback policy, and financial reporting .
- Attendance threshold met; board and committees active (Board: 4 meetings; Audit: 4; Comp: 4; N&G: 3 in FY2024) .
- Clear policies on insider trading, equity grant timing, and prohibition on hedging/pledging; no related‑party transactions disclosed (reduces conflict risk) .
- Potential watch‑items:
- Director equity entirely in stock options (vs RSUs/DSUs), which can increase sensitivity to stock price volatility; ensure no repricing/exchange programs are used without shareholder‑friendly rationale (plan allows exchange programs but none disclosed for directors) .
- External board at HALO: no disclosed interlocks or transactions, but continued monitoring for any ecosystem overlaps or future transactions advisable .
Bottom line: Posard’s independent chairmanship, dual committee roles, and compliance posture support board effectiveness. Compensation mix (cash plus option grants with monthly vesting and CIC acceleration) aligns with long‑term equity but warrants ongoing monitoring for dilution and option program governance .