Parag Mallick

About Parag Mallick

Parag Mallick is Nautilus Biotechnology’s Co‑founder, Chief Scientist, and a continuing Class II director. He is 48 years old (as of April 22, 2025) and has served as Chief Scientist and director since June 2021, with prior service in the same roles at Legacy Nautilus since December 2016 . Dr. Mallick holds a B.S. in Computer Science from Washington University in St. Louis and a Ph.D. in Chemistry and Biochemistry from UCLA; he is an Associate Professor at Stanford (2017–present), previously Assistant Professor (2011–2017), and served as Director of Clinical Proteomics at Cedars‑Sinai (2005–2009) . The board cites his scientific expertise and deep understanding of Nautilus’s business, operations, and strategy as qualifications for board service . In 2024, Nautilus’s corporate performance did not meet threshold targets under its executive bonus plan, resulting in no cash bonus payments to named executives, including Dr. Mallick .

Past Roles

External Roles

Fixed Compensation

Notes:

• Confirmatory employment letter effective July 31, 2023 (at‑will) .
• For 2025, the board did not adjust Dr. Mallick’s base salary or cash bonus opportunity .

Performance Compensation

2024 Executive Incentive Compensation Plan (Bonus Plan):

• Structure: Three corporate performance goals related to profiling milestones, commercial activities, and cash management; each goal carried a specific weighting and threshold requirement (threshold achievement across goals required to reach 75% attainment). All named executives’ cash incentive opportunities were 100% tied to corporate goals .
• Outcome: Compensation Committee determined thresholds were not achieved; no bonuses paid for 2024 .

Program oversight and policies:

• Equity Granting Policy: Grants approved by the Compensation Committee with standardized grant timing and avoidance of closed trading windows; not timed around MNPI releases .
• Insider Trading Policy: Prohibits short sales, derivative trading, hedging, and pledging of Nautilus securities .
• Clawback Policy: Dodd‑Frank compliant compensation recovery policy effective October 2, 2023 .

Equity Ownership & Alignment

Additional alignment factors:

• Director status: No additional director compensation; Mallick, as a management director, did not receive non‑employee director fees or awards in 2024 .
• Hedging/Pledging: Company policy prohibits hedging and pledging; no pledging disclosed in the proxy .
• Stock Ownership Guidelines: Compensation Committee monitors compliance if guidelines are adopted; specifics not disclosed .

Outstanding Equity Awards (as of Dec 31, 2024):

Vested vs. unvested implications:

• As of 12/31/2024, significant unvested tranches exist across 2022–2024 grants, with monthly vesting creating potential periodic liquidity events; hedging/pledging policies mitigate misalignment risk .

Employment Terms

• Status: At‑will under an amended and restated confirmatory employment letter effective July 31, 2023 .
• Base salary and target bonus: 2023 salary $420,000; 2024 salary unchanged; target bonus increased from 50% (2023) to 55% (2024); unchanged for 2025 .
• Change‑in‑Control (CIC) & Severance:
  • Outside CIC Period: Lump sum cash equal to 50% of base salary and employer‑paid COBRA for up to 6 months upon termination without cause or resignation for good reason .
  • CIC Period (3 months before to 1 year after CIC): Lump sum cash equal to 100% of base salary and 100% of target bonus; employer‑paid COBRA for up to 12 months; 100% acceleration of time‑based equity awards; performance‑based equity treatment per plan/agreements .
  • No excise tax gross‑ups; best‑net cutback applies for 280G .
• Definitions of “cause,” “good reason,” “change in control,” “disability” specified in CIC Agreements (initial term 3 years; auto‑renews unless notice; extends to 12 months post‑CIC if CIC occurs near renewal) .

Board Governance & Service

• Board tenure and class: Class II director; current term expires 2026 .
• Independence: Not independent due to management role as Chief Scientist; board maintains majority independence overall .
• Committee roles: No committee memberships listed for Dr. Mallick; committees comprised of independent directors (Audit, Compensation, Nominating & Governance) .
• Leadership: Board separates Chair and CEO roles; independent Chair (Matthew L. Posard) .
• Attendance/executive sessions: In 2024, each director attended at least 75% of board and committee meetings; non‑employee directors meet in executive session at least twice per year .
• Hedging/pledging prohibition and governance documents (Corporate Governance Guidelines, Code of Business Conduct) are in place .
• Emerging Growth Company status: Exempt from say‑on‑pay and certain disclosure requirements through December 31, 2025, unless earlier exited EGC status .

Director Compensation

• Non‑employee director policy (cash retainers and option awards) applies only to outside directors; as a management director, Dr. Mallick did not receive additional director compensation in 2024 .

Compensation Structure Analysis

• Cash vs. equity mix: For 2024, salary remained flat, no cash bonus paid, and equity option grant value increased versus 2023 (option grant fair value rose from $459,037 in 2023 to $613,929 in 2024), indicating greater reliance on equity amid performance non‑payout .
• Bonus design discipline: All named executive bonuses tied 100% to corporate goals; thresholds not met led to 0 payout for 2024 (supports pay‑for‑performance alignment) .
• Policy safeguards: Clawback policy adopted; strict insider trading/hedging/pledging prohibitions; standardized equity grant timing (reduces timing/arbitrage risks) .

Risk Indicators & Red Flags

• Related party transactions: None disclosable since Jan 1, 2023; audit committee oversees related party policy .
• Hedging and pledging: Prohibited by policy .
• Equity award changes/repricing: No repricing disclosure; plan allows administrator flexibility, but no such actions disclosed .
• Say‑on‑pay: Not held due to EGC status; potential governance engagement required as EGC status sunsets after 2025 .

Equity Ownership & Director/Officer Group Context

Major holders context (for benchmarking potential influence):

• Entities affiliated with Andreessen Horowitz: 17,653,917 shares; 14.0% .
• Perceptive Life Sciences Master Fund Ltd.: 12,594,211 shares; 10.0% .
• Entities affiliated with Madrona Ventures: 6,692,592 shares; 5.3% .

Investment Implications

• Alignment: Mallick’s 17.0% beneficial ownership strongly aligns incentives with shareholders; board policies prohibit hedging/pledging, reinforcing alignment .
• Near‑term vesting cadence: The 3/1/2024 option grant vested 25% on 1/1/2025 and continues monthly vesting for 36 months; additional unvested tranches from 2022–2023 grants vest monthly. This creates ongoing potential supply from option exercises, though insider trading windows and policy restrictions apply .
• Pay‑for‑performance: Zero 2024 bonus payout indicates discipline against unmet thresholds; compensation mix relies on long‑dated options, increasing retention tether to platform milestones .
• Retention and change‑of‑control: CIC terms (100% of salary and target bonus; full acceleration of time‑based equity) provide protection yet maintain performance‑equity differentiation; no tax gross‑ups mitigate shareholder‑unfriendly optics .
• Governance: Dual role (management + director) is mitigated by majority‑independent board, independent Chair, and independent committees; Mallick is not a member of board committees .

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Appendix: Named Executive Multi‑Year Compensation (excerpt)

All figures reflect SEC/FASB ASC 718 grant‑date fair value for equity and actual payouts as disclosed .