Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2022, the board of directors (the “Board”) of Nautilus Biotechnology, Inc. (the “Company”), upon recommendation of the Nominating and Governance Committee of the Board, appointed Karen Akinsanya to the Board, effective immediately. Dr. Akinsanya will serve as a Class III director, with a term expiring at the annual meeting of stockholders to be held in 2024.
Dr. Akinsanya has served as President of R&D, Therapeutics of Schrödinger, Inc. (NASDAQ: SDGR), a life sciences company, since February 2022, and its Executive Vice President and Chief Biomedical Scientist since January 2020 and previously served as its Senior Vice President and Chief Biomedical Scientist from April 2018 to December 2019. Prior to joining Schrödinger, Dr. Akinsanya spent 12 years at Merck & Co., Inc., or Merck, a pharmaceutical company, beginning in 2005, where she held a variety of positions across Merck Research Labs, including Associate Vice President, Early Scientific Assessment Lead, Business Development & Licensing from December 2013 to July 2017, Collaboration Lead and Executive Director, Cardiovascular Research from January 2010 to December 2013, and Associate Director of Clinical Pharmacology from October 2005 to December 2009. Prior to Merck, Dr. Akinsanya held a number of roles in drug discovery at Ferring Pharmaceuticals in the United Kingdom and the United States from 1997 to 2005. In 2007, Dr. Akinsanya founded Envision Science Group LLC, or Envision, a translational science consulting company, where she currently serves as President. Dr. Akinsanya provided consulting services on behalf of Envision to companies in the pharmaceutical industry between July 2017 and April 2018. Dr. Akinsanya is currently a member of the board of directors of the Imperial College Foundation and the Board of Trustees of The Rockefeller University. Dr. Akinsanya received a B.Sc. in Biochemistry from Queen Mary College, University of London, a Ph.D. in Endocrine Physiology from the Imperial College and completed postdoctoral studies at the Ludwig Institute for Cancer Research, University College, London. The Board believes that she is qualified to serve as a director of the Company because of her extensive industry background and experience in the life sciences industry.
Dr. Akinsanya will be compensated in accordance with the Company’s outside director compensation policy (the “Policy”). Pursuant to the Policy, Dr. Akinsanya will be entitled to receive $40,000 per year for service as a member of the Board, paid quarterly in arrears on a pro-rata basis.
In connection with her appointment to the Board as a non-employee director and pursuant to the Company’s 2021 Equity Incentive Plan and the Policy, Dr. Akinsanya also automatically received an initial award of stock options to purchase 105,998 shares of Common Stock of the Company (the “Initial Award”) with an aggregate grant date fair value (determined in accordance with U.S. GAAP) of $370,000, which will vest as to one thirty‑sixth (1/36th) of the shares subject to the Initial Award on a monthly basis following the Initial Award’s grant date on the same day of the month as such grant date (or on the last day of the month, if there is no corresponding day in such month), subject to Dr. Akinsanya continuing to be a service provider of the Company.
Dr. Akinsanya has entered into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.24 to the Company’s Form S-4/A (File No. 333-254796) filed with the Securities and Exchange Commission on April 26, 2021.
There is no arrangement or understanding between Dr. Akinsanya and any other persons pursuant to which Dr. Akinsanya was elected as a director. In addition, Dr. Akinsanya is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Dr. Akinsanya and any of the Company’s directors or executive officers.