Melissa Epperly
About Melissa Epperly
Independent director since 2021; age 47 (as of April 22, 2025). Former CFO across multiple biopharma companies; MBA from Harvard Business School and BA in Biochemistry & Economics from the University of Virginia. She serves as Audit Committee Chair and is designated an “audit committee financial expert,” and is deemed independent under Nasdaq rules. Tenure on NAUT’s board began in June 2021; she also serves on Roivant Sciences’ board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zentalis Pharmaceuticals (NASDAQ: ZNTL) | Chief Financial Officer | Sep 2019 – Apr 2024 | Led finance for clinical-stage oncology; CFO through key development milestones |
| PsiOxus Therapeutics Ltd. | Chief Financial Officer | Jun 2018 – Aug 2019 | Led company’s financial operations for gene therapy oncology platform |
| R-Pharm US | Chief Financial Officer and Head of Business Development | Oct 2015 – Jun 2018 | Led financial operations and BD for commercial-stage oncology company |
| Anchorage Capital Group | Director | Aug 2012 – Sep 2015 | Credit-focused hedge fund; investment and finance experience |
| Goldman Sachs | Vice President, Equity Research | Prior (dates not disclosed) | Sell-side equity research in NY and London |
| Bain & Company | Management Consultant | Prior (dates not disclosed) | Strategy consulting |
| Morgan Stanley | Healthcare Investment Banker | Prior (dates not disclosed) | Capital markets and advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roivant Sciences Ltd (NASDAQ: ROIV) | Director | Current | Not disclosed in NAUT proxy |
Board Governance
- Independence: Board determined Epperly is independent; she is one of seven independent directors (out of nine; moving to seven total seats post-AGM).
- Committees: Audit Committee Chair; current members are Epperly, McIlwain, Posard; Epperly and McIlwain are audit committee financial experts. She is slated to join the Nominating and Governance Committee after the annual meeting.
- Attendance: In FY2024 the board held 4 meetings; each director attended at least 75% of board and applicable committee meetings; six directors attended the 2024 annual meeting.
- Executive sessions: Non‑employee directors meet in executive session at least twice per year.
- Risk oversight: Audit Committee oversees major financial risks, cybersecurity, related party transactions, code of conduct compliance; Compensation Committee oversees compensation-related risks.
- Hedging/pledging policy: Prohibits short sales, derivatives, hedging, and pledging of company securities.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non‑employee Director) | $40,000 | Paid quarterly in arrears |
| Audit Committee Chair fee | $20,000 | Chairs receive chair fee, not member fee |
| Audit Committee Member fee | $10,000 | Not additive if chair |
| Nominating & Governance Chair fee | $10,000 | — |
| Nominating & Governance Member fee | $5,000 | — |
| Compensation Committee Chair fee | $14,000 | — |
| Compensation Committee Member fee | $7,000 | — |
| Director (FY2024) | Cash Fees ($) | Option Awards Fair Value ($) | Total ($) |
|---|---|---|---|
| Melissa Epperly | $60,000 | $89,782 | $149,782 |
Notes:
- Epperly’s $60,000 cash equals $40,000 director retainer + $20,000 Audit Chair fee; consistent with policy.
- Outside Director Compensation Policy allows non‑employee Chair of the Board to receive an additional $40,000 (not applicable to Epperly).
Performance Compensation
| Equity Award Type | Grant Value / Share Cap | Vesting | Terms |
|---|---|---|---|
| Initial Award (Options) | Lesser of $370,000 grant-date fair value or 90,000 shares | 1/36 monthly from grant date; 10‑year max term; strike = FMV at grant | |
| Annual Award (Options) | Lesser of $185,000 grant-date fair value or 45,000 shares; prorated for partial year service | 1/12 monthly from grant date; 10‑year max term; strike = FMV at grant | |
| Change-in-control acceleration | Full vesting of director equity awards granted while serving as non‑employee director upon a change in control; also full vesting if awards are assumed and director service terminates post‑transaction (other than voluntary resignation not at acquirer’s request) | ||
| Annual limit | Director compensation capped at $1,000,000 per fiscal year (cash + equity grant-date fair value) under policy; 2021 Plan also includes director compensation limits | ||
| FY2024 Option grant to Epperly | $89,782 grant-date fair value (FASB ASC 718) | Vests per Annual Award schedule (monthly) |
Clawbacks and Grant Practices:
- Equity Granting Policy avoids timing grants around MNPI; grants occur on defined schedules and outside blackout windows.
- Dodd-Frank compliant compensation recovery policy adopted Oct 2, 2023; incentive comp subject to recovery upon accounting restatement; 2021 Plan includes clawback/forfeiture provisions.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Roivant Sciences Ltd (NASDAQ: ROIV) | Director | No related party transactions disclosed by NAUT since Jan 1, 2023; Audit Committee reviews related party dealings. |
Expertise & Qualifications
- Financial leadership across biopharma; prior sell-side equity research, strategy consulting, and investment banking, indicating capital markets fluency and governance relevance for an audit chair.
- Designated “audit committee financial expert” by the board; meets Nasdaq independence and financial literacy requirements.
- Educational credentials: MBA (Harvard); BA Biochemistry & Economics (UVA).
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Ownership Detail |
|---|---|---|---|
| Melissa Epperly | 249,028 | <1% | Consists of options exercisable within 60 days of Apr 22, 2025 |
Additional alignment/controls:
- Outstanding options as of Dec 31, 2024: 249,028.
- Prohibition on pledging and hedging of NAUT stock; policy also bans short sales and trading in publicly-traded derivatives.
- Shares outstanding at record date: 126,148,469 (context for % ownership).
Governance Assessment
- Strengths: Independent director with deep finance background; Audit Committee Chair and “financial expert”; clear prohibition on hedging/pledging; formal related party transaction policy; no related person transactions disclosed since 2023; adequate attendance and executive session cadence. These factors support investor confidence in oversight of reporting, controls, and conflicts.
- Compensation alignment: Director pay is modest, with equity predominantly time-based options that vest monthly, aligning incentives with long‑term performance while avoiding guaranteed cash escalation; CI provisions provide standard acceleration without tax gross‑ups.
- Board effectiveness signals: Audit Committee met four times in 2024 and issued its report; committee remit includes cybersecurity, financial risk, and related party reviews; Epperly’s chair role and expertise are positive governance indicators.
- Potential risks/RED FLAGS: Limited—external board seat at ROIV presents theoretical interlock risk, but NAUT discloses no related party transactions; attendance threshold met; hedging/pledging prohibited. Monitor future committee changes and any NAUT–ROIV transactions.
Director Compensation Mix (FY2024)
| Category | Amount ($) | Mix (%) |
|---|---|---|
| Cash Fees | $60,000 | 40.0% |
| Equity (Options, grant-date fair value) | $89,782 | 60.0% |
| Total | $149,782 | 100.0% |
Committee Assignments, Chair Roles, and Engagement
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 4 | Financial expert designation; oversees financial reporting, internal controls, cybersecurity, related party reviews |
| Nominating & Governance | Incoming Member (post‑AGM) | 3 | Effective upon conclusion of the annual meeting |
| Compensation Committee | Not a member | 4 | Committee oversees ownership guidelines and clawback policy |
Independence, Attendance & Engagement
| Metric | Disclosure |
|---|---|
| Independence | Board confirmed Epperly as independent under Nasdaq listing standards |
| Board attendance | Each director attended at least 75% of board and committee meetings in FY2024; board held 4 meetings |
| Annual meeting attendance | Six directors attended 2024 annual meeting |
| Executive sessions | Non‑employee directors meet ≥2 times/year in executive session |
Related Party Transactions & Conflicts
| Item | Disclosure |
|---|---|
| Related person transactions | None disclosable since Jan 1, 2023; policy requires Audit Committee approval of any future related person transactions >$120,000 |
| Insider trading and pledging | Short sales, hedging, derivatives trading (other than compensatory awards), and pledging prohibited |
Compensation Structure Notes (Policy-Level)
| Item | Disclosure |
|---|---|
| Grant timing & blackout compliance | Equity Grant Policy avoids timing around MNPI; grants scheduled and outside blackout windows |
| Clawbacks | Company-wide clawback policy (Oct 2, 2023) for incentive comp upon restatements; 2021 Plan includes clawback/forfeiture |
| Director compensation caps | Annual aggregate cap for non‑employee directors ($1,000,000) under policy and limits in the plan |
Summary Judgment for Investors
- Epperly’s governance profile (independent audit chair, financial expert, strong finance career) is a positive signal for reporting quality and risk oversight; attendance thresholds and executive sessions are met.
- Alignment is reasonable with modest cash fees and equity vesting monthly; robust restrictions against hedging/pledging reduce misalignment risk; no related party transactions reported.
- Ongoing monitoring: track committee changes post‑AGM, any NAUT–ROIV interactions, and continued compliance with clawback and grant policy practices.