Sujal Patel
About Sujal Patel
Sujal Patel is Chief Executive Officer, President, Secretary, and a director of Nautilus Biotechnology, serving on the board and as CEO since June 2021. He co-founded Legacy Nautilus and previously founded Isilon Systems, later serving as President of EMC’s Isilon Storage Division after EMC acquired Isilon in December 2010. Patel holds a B.S. in Computer Science from the University of Maryland, College Park and is 50 years old as of April 22, 2025 . In 2024, Nautilus’ executive bonus plan thresholds were not met; no cash bonuses were paid to executives, signaling strict performance gating in incentive compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nautilus Biotechnology (New Nautilus) | CEO, President, Secretary, and Director | Since Jun 2021 | Leads commercialization and corporate strategy as CEO; board member |
| Legacy Nautilus | Co-founder; CEO and director | Jan 2017–Jun 2021 | Built platform and organization pre-Business Combination |
| Isilon Systems, Inc. | Founder; various executive roles; CEO (2007–2010) | 2001–2010 | Scaled enterprise storage company; acquired by EMC in Dec 2010 |
| EMC (Isilon Storage Division) | President, Isilon Storage Division | Dec 2010–Oct 2012 | Led division post-acquisition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Madrona Venture Group | Strategic Director | Since Jan 2015 | Strategic guidance to venture firm; industry/network connectivity |
Fixed Compensation
| Component | 2023 | 2024 | 2025 Notes |
|---|---|---|---|
| Base Salary ($) | 535,000 | 535,000 | Unchanged for 2025 per board decision |
| Target Cash Bonus (% of Salary) | 80% | 85% (effective Jan 1, 2024) | Unchanged for 2025 |
| Actual Cash Bonus Paid ($) | 291,040 (NEIP) | 0 (no payout; thresholds not met) | — |
Performance Compensation
Equity Awards (Grant-date fair value; see “Outstanding Equity Awards” for details)
| Year | Option Awards ($) |
|---|---|
| 2023 | 1,065,622 |
| 2024 | 1,425,193 |
Annual Cash Incentive (2024 Bonus Plan)
| Metric | Weighting | Target | Actual | Payout | Vesting/Form |
|---|---|---|---|---|---|
| Profiling milestones (corporate) | Not disclosed | Thresholds set by Comp Comm | Company below thresholds | 0% (no bonus) | Cash |
| Commercial activities (corporate) | Not disclosed | Thresholds set by Comp Comm | Company below thresholds | 0% (no bonus) | Cash |
| Cash management metrics (corporate) | Not disclosed | Thresholds set by Comp Comm | Company below thresholds | 0% (no bonus) | Cash |
Notes:
- 100% of Patel’s 2024 cash incentive was tied to corporate performance goals; all threshold goals had to be achieved to reach 75% attainment; Compensation Committee determined no payout .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 18,972,881 shares (14.8% of 126,148,469 outstanding as of Apr 22, 2025) |
| Breakdown | 10,141,721 shares held directly; 5,280,476 via PFV I, LLC; 1,814,035 via Sujal Patel 2020 Children’s Trust; 1,736,649 options exercisable within 60 days |
| Voting/Investment Control | Manager of PFV I, LLC and trustee of the Patel Trust (disclaims beneficial ownership of trust except to pecuniary interest) |
| Vested vs. Unvested (within 60 days) | 1,736,649 options counted as exercisable within 60 days; see option detail below for remaining unvested |
| Hedging/Pledging | Company policy prohibits short sales, derivatives, hedging, and pledging/margin; applies to directors and officers |
| Ownership Guidelines | Compensation Committee monitors compliance with any stock ownership guidelines; specific multiples not disclosed |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Plan | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 1/31/2021 | 2017 Plan | 772,298 | 16,435 | 10.00 | 1/31/2031 | 25% vested on 1/31/2022; remaining 1/36 monthly; fully vested by 1/31/2025 |
| 2/25/2022 | 2021 Plan | 283,333 | 116,667 | 3.78 | 2/25/2032 | 25% vested on 2/25/2023; remaining 1/36 monthly |
| 2/27/2023 | 2021 Plan | 311,458 | 338,542 | 2.00 | 2/27/2033 | 25% vested on 1/1/2024; remaining 1/36 monthly |
| 3/1/2024 | 2021 Plan | — | 650,000 | 2.72 | 3/1/2034 | 25% vested on 1/1/2025; remaining 1/36 monthly |
Additional equity plan context:
- 2017 Plan options outstanding company-wide as of 12/31/2024: 4,941,629; 2021 Plan options outstanding: 11,693,146; 2021 Plan evergreen increased by 6,305,308 shares on Jan 1, 2025 .
Employment Terms
- Employment letter: Amended and restated confirmatory employment letter effective July 31, 2023; at-will; supersedes prior arrangements .
- Severance (outside CIC Period): If terminated without cause or resigns for good reason, lump sum cash equal to 100% of base salary and employer-paid COBRA premiums for up to 12 months .
- Change-in-Control (CIC) Agreements (July 2023; auto-renew for one-year terms; extend to 12 months post-CIC if CIC occurs late in term):
- During CIC Period (3 months before CIC through 12 months after): If terminated without cause or resigns for good reason, lump sum cash equal to 150% of base salary and 150% of target bonus; employer-paid COBRA premiums up to 18 months; 100% acceleration of time-based unvested equity awards (performance-based awards not automatically accelerated) .
- 280G treatment: Best-net cutback (no excise tax gross-up) .
- Clawback: Compensation recovery policy adopted Oct 2, 2023, compliant with SEC/Dodd-Frank rules for restatements .
- Benefits/Perquisites: Standard employee benefits; no executive-specific programs; 401(k) with no company match; reported perquisite was $1,200 for parking in 2024 .
Board Service and Governance
- Board service: Director since 2021; Class I nominee elected at 2025 Annual Meeting .
- Independence: Not independent due to management role (CEO/President/Secretary) .
- Board leadership: Roles of Chairperson and CEO are separated; independent Chairperson is Matthew L. Posard, reducing consolidation-of-power risk .
- Committees: Board committees (Audit, Compensation, Nominating & Governance) comprise independent directors; Patel is not a member of these committees .
- Director compensation: As an employee-director, Patel received no additional compensation for board service .
Director Election and Shareholder Votes (context)
- 2025 Annual Meeting results: Patel elected Class I director (Votes For: 84,321,482; Withheld: 828,529; Broker non-votes: 14,566,152). Auditor ratification passed (For: 99,504,636; Against: 137,708; Abstain: 73,819). Say-on-pay results were not disclosed in the 8-K filing .
Compensation Structure Analysis
- Mix shift: 2024 saw higher option grant value ($1.43M vs. $1.07M in 2023) alongside zero cash bonus, increasing reliance on long-term equity and at-risk pay .
- Target bonus increased: Target cash bonus opportunity raised from 80% to 85% of salary for 2024; unchanged for 2025 .
- Performance gating: Compensation Committee paid no bonuses for 2024 due to thresholds not met across corporate goals (profiling, commercial, cash management) .
- Governance safeguards: Double-trigger CIC acceleration (requires qualifying termination within CIC window); no tax gross-ups; robust anti-hedging/pledging policy .
Related Party Transactions
- None disclosable since January 1, 2023; policy in place for identification and approval of related person transactions .
Multi-year Summary Compensation (CEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 535,000 | 535,000 |
| Bonus ($) | — | — |
| Non-Equity Incentive Plan Compensation ($) | 291,040 | 0 (no payout) |
| Option Awards ($, grant-date fair value) | 1,065,622 | 1,425,193 |
| All Other Compensation ($) | 1,200 | 1,200 |
| Total ($) | 1,892,862 | 1,961,393 |
Employment & Contracts Summary
| Term | Patel |
|---|---|
| Employment agreement type | Amended & restated confirmatory employment letter (at-will), effective 7/31/2023 |
| Severance (no CIC) | 100% base salary + up to 12 months employer-paid COBRA |
| Severance (CIC Period; double-trigger) | 150% base + 150% target bonus; up to 18 months employer-paid COBRA; 100% acceleration of time-based equity |
| 280G treatment | Best-net cutback; no gross-up |
| Clawback | SEC-compliant policy (10/2/2023) |
Investment Implications
- Alignment and control: Patel’s 14.8% beneficial stake (with direct, LLC, and trust holdings) aligns incentives with shareholders and provides meaningful influence; anti-pledging policy reduces overhang risk from collateralized shares .
- Near-term selling pressure: Monthly option vesting across multiple grants (notably the 650,000-share 2024 grant) creates a steady cadence of potential exercisability, implying periodic 10b5-1 activity could occur; monitor Form 4s for execution patterns .
- Performance discipline: Zero 2024 bonus demonstrates strict adherence to threshold performance gating; increases credibility of pay-for-performance but may elevate retention risk if persistent .
- Downside protection in CIC but shareholder-friendly terms: Double-trigger acceleration, no 280G gross-ups, and best-net cutback balance executive protection with governance norms .
- Governance structure: Separation of Chair and CEO and independent committees mitigate dual-role risks from Patel’s CEO/Director combination .