Document

DEF 14A 1 nautilus2021proxy_definiti.htm DEF 14A Document

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

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NAUTILUS, INC.

(Name of Registrant as Specified in Its Charter)

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Letter to Shareholders

As CEO, I am proud to be leading Nautilus Inc. through the most exciting time for our Company and in the fitness category since our founding in 1986. Over the last year, the world has been profoundly challenged, and our industry has seen an incredible evolution as our customers have adapted to the realities of the COVID-19 pandemic. We believe this has created a long-term fundamental shift in consumer behavior, which we believe will significantly enhance the home fitness market for years to come. The combination of long-term assets, progress we’ve made before and during the pandemic, and a recently launched transformative strategic direction has resulted in Nautilus being better positioned to be a leader in the home fitness category than any other time in our 35-year history. I could not be prouder of the team’s efforts, our results, and our long-term prospects.

Since I joined in the second half of 2019, our team has worked tirelessly to determine the right strategy needed to leverage our strengths and to build long-term relationships with our customers. Although 2020 was unique as the macro environment was challenged by the global pandemic, we fully capitalized on the opportunity as our customers pivoted towards at-home fitness. We accelerated our strategy with the launch of JRNY®, our new digital platform that elevates the fitness experience across all of our products. We created ambitious goals for 2020 that would lead us on the right path to prepare for our digital transformation, and I am proud of the considerable progress we have made over the past year.

2020 Goals Achieved

•Accelerate Connected Fitness through the Portfolio

◦We created an impressive roadmap and launched eight new connected fitness cardio products across three modalities, all with screens and JRNY® connectivity. This not only permits us to help more consumers reach their fitness goals on an ongoing long-term basis, but it also provides an important component of the installed base to more rapidly accelerate JRNY® membership growth.

•Find a Sustainable Model for Direct-to-Consumer

◦We evaluated our past direct-to-consumer strategy and activated a new plan to accelerate our return to profitable growth. This included pulling back on promotional spending and shifting our mindset to a “total media” approach, adding PR and social media strategies to more traditional paid media programs. As a result of our efforts, direct sales grew by 101% year-over-year.

•Drive Profitable Growth in Retail

◦We produced the best year ever in Retail with revenue growth of 95%, excluding sales related to the Octane brand, by strengthening partnerships with strategic accounts and onboarding new customers outside of the traditional sporting goods space. In the pandemic, more retailers began to carry fitness products, and we effectively managed supply and demand to develop and sustain long-term relationships.

•Strengthen the Balance Sheet

◦We secured $70 million in new debt financing and, combined with our strong financial performance, improved our ending cash position from $11 million to $94 million in 2020.

2020 Financial Highlights

Not only did the achievement of our 2020 goals enhance our digital transformation and prepare Nautilus for our new long-term strategy, but we also delivered tremendous performance for the year. Revenue grew 79% year-over-year, or 97% if we exclude sales related to the Octane brand. This growth was driven by strong demand for our strength and cardio products. We saw continued momentum in the connected-fitness bikes we introduced in late 2019, the Bowflex® C6 and Schwinn® IC4, and increased demand for the Bowflex® SelectTech® strength products. Importantly, we have seen a positive response to our new JRNY® powered Bowflex® connected-fitness products, including the award-winning VeloCore® bikes, new Treadmills, and new Max Trainers®. Further, our ability to balance outsized revenue growth with prudent cost management enabled us to deliver the highest level of operating income in 18 years.

“North Star Journey to 2026”: Our New Long-Term Strategy Unveiled

As part of our strategic evaluation, we made the decision to focus solely on home fitness, and therefore, sold our commercially focused Octane Fitness brand. We’ve also made focusing decisions relative to the role of each brand in our portfolio. In 2020, evolving the supply chain became mission critical and we worked to increase capacity of up to five times pre-pandemic levels to better meet elevated home fitness demand.

To continue the momentum we have achieved, we put in place a long-term strategy we call “North Star Journey to 2026.” This plan leverages our strengths of well-known brands, a broad portfolio of quality equipment and wide omnichannel distribution, while addressing the Company’s inherent weaknesses that the team and I diagnosed when I first arrived at Nautilus. This strategic direction was the result of a six-month process of analyzing data, forming insights, and ultimately committing to a sustainable plan that we are passionate about and expect will deliver value to our stakeholders over the long run. I hope you were able to attend our March 18, 2021, Investor Day roll-out of North Star. The webcast is still available in the investor relations section of our website. Here are the key elements of the strategy.

Five Strategic Pillars of Our North Star Strategy

1) Adopt a Consumer-First Mindset

◦We have restructured our approach to product development by gathering consumer input at the beginning of the process and testing marketing messages earlier in the development cycle to ensure our communications are driving an emotional connection with the consumer. We moved from a traditional product-led approach to a model focused on strength and cardio category management for Bowflex®, Schwinn® and JRNY®. We have better segmented our customers and are targeting new high-growth segments, including more displaced gym-goers. Moving forward, we will focus our product portfolio in the mid and premium tiers of each category.

2) Scale a Differentiated Digital Offering

◦A strong JRNY® platform will enable us to give our customers the best connected-fitness experience. Nautilus is delivering an amazing combination of high quality, innovative physical equipment with a digital platform that allows members to access a wide variety of hyper-personalized workouts. This includes coaching, immersive content and entertainment features at an incredible value. JRNY® creates a connected fitness experience, allowing end-users to both personalize how they want to work out and,

through artificial intelligence, ensuring that each workout is unique and motivationally challenging. JRNY® is a platform that crosses product modalities and we have plans to scale it through our current and future customer base, as well as through partnerships.

3) Focus Investments on Core Businesses

◦We will be more disciplined about investments across brands, consumer segments, products and geographies, making fewer, bigger and bolder bets. This includes plans to have a more focused and deliberate portfolio, where every product within each brand will have a clearly identified reason for being, all centered on what the customer wants. International growth will also be a large opportunity and we have identified countries we believe represent the best profit pools.

4) Evolve Supply Chain to Be a Strategic Advantage

◦We plan to continue our progress to bring capacity more in line with the levels of elevated demand. Over the long term, we will work to create geographic diversity to reduce risk and transport times. We recently recruited a world-class supply chain leader to build upon our progress and take our supply chain capabilities to the next level.

5) Build Organizational Capabilities to Win

◦The most important piece of Nautilus’ strategic plan is unleashing the power of our team. The profound change in our digital transformation must be carefully sequenced and managed. This transformation requires existing skills to be leveraged and new capabilities to be built. Our leaders are passionate about personal development and know that our people are the foundation for achieving our North Star plan. We have a new mission, vision and values, and we recently hired a new Chief People Officer to help us evolve our organizational capabilities and talent management.

While our path forward represents the next phase for our Company, we remain committed to our heritage of delivering innovative products using hundreds of patents in our portfolio. Our broad distribution and incredible network of retail partners, combined with our direct-to-consumer roots, gives our customers a seamless omni-channel experience. Our people work at Nautilus because they love our industry and are guided by our mission to help people lead healthier lives. Our brands continue to be strong with high consumer awareness and award-winning modalities. Nautilus stands for high quality and good value. These attributes create a strong base that will allow us to continue to build our connected fitness platform and drive significant growth over the long term.

The future is bright for the “new” Nautilus. We believe we are now better positioned than ever before to build a clear competitive advantage through new customers, deeper retail relationships, and a stronger financial profile. This is in addition to cementing a new leadership team that will execute on our North Star plan, digitally transform the business and unlock sustainable long-term growth and profitability. We will leverage our brands, products, innovation, distribution and digital assets to build a healthier world, one person at a time.

On behalf of all of us at Nautilus, I thank you for your continued support at the most exciting time in our Company’s long history.

Onwards and upwards,

Jim Barr

Chief Executive Officer

NAUTILUS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Nautilus, Inc.:

The annual meeting of shareholders of Nautilus, Inc. will be held on Wednesday, June 16, 2021, at 1:00 p.m. Pacific Daylight Time. With the health and well-being of our shareholders, employees, directors, auditors, and those corporate partners who normally attend the annual meeting in mind and to reduce costs and environmental impact, this year's annual meeting will be a completely virtual meeting and will be conducted via live webcast. You will not be able to attend the annual meeting in person. You will be able to participate in the annual meeting of shareholders online, vote and submit your questions during the meeting by visiting www.meetingcenter.io/276664349, for the following purposes:


1.			To elect a Board of Directors, consisting of six (6) members, to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified;


2.			To approve the compensation of the named executive officers in a non-binding, advisory vote, as reported in this Proxy Statement;


3.			To ratify the Audit Committee's appointment of Grant Thornton LLP as our independent registered public accounting firm for the transition period ended March 31, 2021 and the fiscal year ending March 31, 2022; and


4.			To consider and act upon any other matter which may properly come before the annual meeting or any adjournment thereof.

Only shareholders who held their shares at the close of business on April 16, 2021, the record date, are entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof.

All shareholders are cordially invited to participate in the annual meeting. Whether or not you plan to participate in the annual meeting, please sign and promptly return the enclosed proxy card, which you may revoke at any time prior to its use. A prepaid, self-addressed envelope is enclosed for your convenience. Your shares will be voted at the annual meeting in accordance with your proxy.



			By Order of the Board of Directors,

			/s/ Wayne M. Bolio
			WAYNE M. BOLIO Secretary

Vancouver, Washington

April 29, 2021

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held On June 16, 2021:

Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a Notice of Annual Meeting and a 2020 Annual Report to Shareholders, and by notifying you of the availability of our proxy materials on the Internet. The Notice of Annual Meeting, Proxy Statement and 2020 Annual Report to Shareholders are available at http://www.nautilusinc.com. In accordance with the SEC rules, the materials on the website are searchable, readable and printable, and the website does not have “cookies” or other tracking devices which identify visitors.

2021 ANNUAL MEETING OF SHAREHOLDER

PROXY STATEMENT

TABLE OF CONTENTS


PROXY STATEMENT						1

PROPOSAL 1: ELECTION OF DIRECTORS						5

INFORMATION CONCERNING THE BOARD OF DIRECTORS						8

CORPORATE RESPONSIBILITY						11

DIRECTOR COMPENSATION						13

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						14

EXECUTIVE OFFICERS						15

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION						17

COMPENSATION DISCUSSION AND ANALYSIS						18

EXECUTIVE COMPENSATION						25
Summary Compensation Table						25
Grants of Plan-Based Awards						26
Outstanding Equity Awards at Fiscal Year-End						27
Options Exercises and Stock Vested						28
CEO Pay Ratio						28

POTENTIAL POST-EMPLOYMENT PAYMENTS						29

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION						32

AUDIT COMMITTEE REPORT TO SHAREHOLDERS						33

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202 2						34



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE						36

CODE OF ETHICS						36

HOUSEHOLDING						36

OTHER MATTERS						36



APPENDIX A: SAMPLE PROXY CARD						37


2020 Director Compensation
	Fees Earned or Paid in Cash		Stock Awards (1)		Total
Richard A. Horn	$	80,504	$	115,934	$	196,438
M. Carl Johnson, III	96,504		115,934		212,438
Patricia M. Ross	55,878		115,934		171,812
Anne G. Saunders	80,504		115,934		196,438
Marvin G. Siegert	85,504		115,934		201,438
Ronald P. Badie (2)	29,168		—		29,168




(1) Stock award amounts reflect the aggregate grant date fair value of awards granted during 2020, based on a grant of 17,460 shares (derived from a blended forty-five day moving average of the price of Nautilus common stock). See Notes 1 and 18 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for information on determining the fair value of stock awards and other related information.
(2) Ronald P. Badie's term as a director ended on his retirement May 1, 2020.


Equity Awards Outstanding at December 31, 2020
	Unvested Stock Awards (# of Shares) (1)	Option Awards (# of Shares) (2)
Patricia M. Ross	17,460	15,000
Richard A. Horn	17,460	—
M. Carl Johnson, III	17,460	—
Anne G. Saunders	17,460	—
Marvin G. Siegert	17,460	—




(1) Stock awards vest on May 5, 2021.
(2) Stock options vested on March 9, 2021.


Name of Beneficial Owner	Total Shares Beneficially Owned (2)	Percentage Beneficially Owned (3)
Granahan Investment Management, Inc. (4)	3,597,568	11.8	%
BlackRock, Inc. (5)	2,179,024	7.1	%
Dimensional Fund Advisors LP (6)	1,722,888	5.6	%
The Vanguard Group (7)	1,516,091	5.0	%



Non-Employee Directors (1)
M. Carl Johnson, III (2) & (8)	138,262	*
Richard A. Horn (2)	79,077	*
Marvin G. Siegert (2)	64,077	*
Anne G. Saunders (2)	38,077	*
Patricia M. Ross (2) & (9)	32,460	*
Named Executive Officers (1)
James Barr, IV	283,417	*
Aina E. Konold	94,668	*
Christopher K. Quatrochi	43,636	*
Wayne M. Bolio	32,068	*
Becky L. Alseth	11,621	*
All Directors and Executive Officers as a Group (14 persons)	1,060,181	3.5	%


Name	Age	Current Position(s) with Nautilus	Officer Since
James Barr, IV	58	Chief Executive Officer	2019
Aina E. Konold	52	Chief Financial Officer	2019
Garry R. Wiseman	44	Senior Vice President and Chief Digital Officer	2020
Becky L. Alseth	59	Chief Marketing Officer	2020
Ellen Raim	63	Chief People Officer	2021
John R. Goelz	50	Chief Supply Chain Officer	2021
Christopher K. Quatrochi	52	Senior Vice President, Innovation	2018
Wayne M. Bolio (1)	64	Senior Vice President, General Counsel	2003
Jay E. McGregor	65	Vice President, General Manager, Retail North America	2018
Jeffery L. Collins	54	Vice President, General Manager, International	2014


Name						Position
James Barr, IV						Chief Executive Officer
Aina E. Konold						Chief Financial Officer
Becky L. Alseth (1)						Chief Marketing Officer
Wayne M. Bolio						Senior Vice President, General Counsel
Christopher K. Quatrochi						Senior Vice President, Innovation


●	Acushnet Holdings Corp. (GOLF)	●	Lifetime Brands, Inc. (LCUT)
●	Bassett Furniture Industries, Inc. (BSET)	●	Malibu Boats, Inc. (MBUU)
●	Callaway Golf Co. (ELY)	●	Marine Products Corporation (MPX)
●	Ethan Allen Interiors Inc. (ETH)	●	MasterCraft (MCFT)
●	Flexsteel Industries, Inc. (FLXS)	●	Movado Group, Inc. (MOV)
●	Hooker Furniture Corporation (HOFT)	●	Vera Bradley, Inc. (VRA)
●	iRobot Corporation (IRBT)	●	ZAGG Inc. (ZAGG)
●	Johnson Outdoors Inc. (JOUT)


			Individual Bonus Target (% of eligible wages)
James Barr, IV			100%
Aina E. Konold			60%
Becky L. Alseth			50%
Wayne M. Bolio			50%
Christopher K. Quatrochi			50%


Corporate Financial Criteria Weighting
Net Sales	EBITDA	Combined Corporate Financial Factor
20%	30%	50%


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)			Grant Date Fair Value of Stock and Option Awards ($)(3)
	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (# Shares)	Target (# Shares)	Maximum (# Shares)
James Barr, IV		$	137,500	$	550,000	$	825,000	—	—	—	$	—
	5/5/2020	—		—		—		206,277	257,846	322,308	4,677,326


Aina E. Konold		53,510		214,038		312,058		—	—	—	—

Becky L. Alseth		27,644		110,577		165,865		—	—	—	—
	5/5/2020	—		—		—		44,439	51,276	59,822	930,147


Wayne M. Bolio		33,125		132,500		198,750		—	—	—	—
	5/5/2020	—		—		—		53,836	62,118	72,471	1,126,821



Christopher K Quatrochi		34,567		138,269		207,404		—	—	—	—
	5/5/2020	—		—		—		47,106	54,353	63,412	985,963


Corporate Financial Achievement
Net Sales	EBITDA	Combined Corporate Financial Factor
40%	60%	100%


Individual Performance Factor Achievement
James Barr, IV			50%
Aina E. Konold			50%
Becky L. Alseth			50%
Wayne M. Bolio			50%
Christopher K. Quatrochi			50%


Incentive Amounts Earned
James Barr, IV	$	825,000
Aina E. Konold	321,058
Becky L. Alseth	165,865
Wayne M. Bolio	198,750
Christopher K. Quatrochi	207,404


			Restricted Stock Units(1)
Becky L. Alseth (2)			25,000
Becky L. Alseth (3)			10,000


(1) RSUs vest in three equal annual installments on the anniversary of the grant date.
(2) RSUs awarded for new hire.
(3) RSUs awarded for promotion.


	Restricted Stock Units (1)	Performance Stock Units (2)
James Barr, IV	128,923	128,923
Aina E. Konold	—	—
Becky L. Alseth	69,184	17,092
Wayne M. Bolio	41,412	20,706
Christopher K. Quatrochi	36,235	18,118


(1) RSUs vest in three equal annual installments on the anniversary of the grant date. Shares granted to Ms. Alseth include her award upon hire to the position of Vice President of Marketing and Direct, as well as her award for her promotion to Chief Marketing Officer as described above under "New Hire Equity Grants."
(2) PSUs are subject to vesting based on achievement of specific financial targets for the three-year vesting term of the award. The actual number of PSUs vested can range from 0% to 150%, depending on the attainment of specific company performance goals.


						Restricted Stock Units (1)
James Barr, IV						10,195
Aina E. Konold						3,568
Becky L. Alseth						2,636
Wayne M. Bolio						—
Christopher K. Quatrochi						2,636


(1) RSUs vest in three equal annual installments on the anniversary of the grants.
(2) Mr. Bolio will be retiring in May 2021 and, therefore, no 2021 awards were granted.


	Year	Salary		Bonus (1)		Stock Awards(2)		Option Awards(3)		All Other Compensation(4)		Total
James Barr, IV	2020	$	571,154	$	825,000	$	1,712,097	$	—	$	9,625	$	3,117,876
Chief Executive Officer (5)	2019	211,539		—		1,173,321		531,405		455,419		2,371,684
	2018	—		—		—		—		—		—
Aina E. Konold	2020	370,192		321,058		—		—		109,810		801,060
Chief Financial Officer (6)	2019	5,385		—		694,800		—		100,000		800,185
	2018	—		—		—		—		—		—
Becky Alseth	2020	221,400		165,865		614,623		—		29,135		1,031,023
Chief Marketing Officer (7)	2019	—		—		—		—		—		—
	2018	—		—		—		—		—		—
Wayne M. Bolio	2020	275,192		225,250		412,464		—		5,376		918,282
Senior Vice President, General Counsel	2019	265,000		26,500		19,240		—		9,625		320,365
	2018	263,077		265,013		—		—		9,208		537,298
Christopher K. Quatrochi	2020	286,731		233,904		360,904		—		4,703		886,242
Senior Vice President, Innovation	2019	265,000		26,500		22,200		—		4,601		318,301
	2018	254,808		—		365,512		—		59,344		679,664


(1) The amounts reported reflect cash bonus payments earned pursuant to the short-term incentive plan. Additionally, Mr. Bolio's and Mr. Quatrochi's amounts reflect the second installment of a cash bonus granted in early 2019 and earned in January 2020.
(2) The amounts reported reflect the aggregate grant date fair value of equity awards granted under our 2015 LTIP. For further information regarding our stock-based compensation, see Notes 1 and 18 of Notes to Consolidated Financial Statements, included in our Annual Report on Form 10-K for the year ended December 31, 2020.
(3) The amount reflects the aggregate grant date fair value of a stock option awarded to Mr. Barr upon his employment as Chief Executive Officer.
(4) The amounts reported in this column reflect employer paid 401(k) match and/or taxable fringe benefits. Additionally, Mr. Barr's 2019 amount includes a discretionary bonus of $275,000 as a sign-on bonus and $174,496 in relocation payments; Ms. Konold's 2020 and 2019 amounts each include a $100,000 installment of her sign-on bonus, which totaled $200,000; and Mr. Quatrochi's 2018 amount includes $20,025 sign-on bonus and $35,000 relocation bonus.
(5) Mr. Barr joined Nautilus on July 29, 2019.
(6) Ms. Konold joined Nautilus on December 10, 2019.
(7) Ms. Alseth joined Nautilus on March 2, 2020.


(1) Amounts reflect potential payments to our NEOs under our short-term incentive program for the year ended December 31, 2020. For amounts actually earned by our NEOs in 2020, see “Summary Compensation Table” located herein. Participation in the program is limited to those executives who are employed by us at the time the incentive payments are made. The threshold is calculated assuming the company financial factors are achieved at the minimum level, and the employee achieving an estimated lowest payout level at 10% for individual contribution. The target payout is calculated assuming the company financial factors are achieved at 100%, and the employee obtains 100% of the target payout level for individual contribution. The maximum payout is calculated assuming the company financial are achieved at the maximum level and the employee achieves 100% of the target payout level for individual contribution, which is the maximum. For further information regarding our short-term incentive program, see “Short-Term Incentive Program” located herein.
(2) Amounts reflect potential stock to be earned pursuant to RSU and PSU awards. The RSUs vest in three equal annual installments on the anniversary of the grant date, subject to grantee's continuous employment through such date. The PSUs vest based on achievement of goals established for growth in operating income as a percentage of net revenue and return on invested capital for a three-year performance period. The number of shares vesting under the PSU awards following conclusion of the performance period will be determined based on the level at which the financial goals are achieved. The number of shares vesting can range from 60% of the PSU awards if minimum thresholds are achieved to a maximum of 150%. See Notes 1 and 18 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information.
(3) See Notes 1 and 18 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for detailed information regarding determining the fair value of stock-based awards and other relevant information.


	Option Awards						Stock Awards
	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unearned Unexer-cised Options (#) Unexer-cisable	Option Exercise Price		Option Expiration Date (1)	Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
James Barr, IV	7/29/2019 (2)	227,388	454,775	$	1.79	7/29/2027	446,979	$	8,108,199	—	$	—
	5/5/2020	—	—	—		—	128,923	2,338,663		128,923	2,338,663
Aina E. Konold	12/10/2019 (5)	—	—	—		—	293,333	5,321,061		—	—
Becky L. Alseth	3/9/2020 (6)	—	—	—		—	25,000	453,500		—	—
	5/5/2020	—	—	—		—	34,184	620,098		17,092	310,049
	10/13/2020	—	—	—		—	10,000	181,400		—	—
Wayne M. Bolio	2/21/2018	—	—	—		—	13,362	242,387		8,908	161,591
	9/9/2019	—	—	—		—	6,500	117,910		—	—
	5/5/2020	—	—	—		—	41,412	751,214		20,706	375,607
Chris K. Quatrochi	1/10/2018	—	—	—		—	10,000	181,400		—	—
	2/21/2018	—	—	—		—	12,248	222,179		7,795	141,401
	9/9/2019	—	—	—		—	7,500	136,050		—	—
	5/5/2020	—	—	—		—	36,235	657,303		18,118	328,661


(1) Options granted under our 2015 LTIP and prior plans generally expire seven years from the date of grant. All options described in the table were granted under our 2015 LTIP.
(2) Option awards vest in three equal annual installments, beginning on the first anniversary of the grant date.
(3) RSUs vest in three equal annual installments on the anniversary of the grant date.
(4) PSU awards will be earned and vest if the applicable performance goal(s) have been achieved at the end of the three-year performance period.
(5) RSU inducement grants awarded on December 11, 2019 outside of our 2015 LTIP. Ms. Konold received an initial inducement grant of 200,000 RSUs, 66,667 vested in December 2020, and will receive a second inducement grant of 160,000 RSUs, each of which vest in three equal annual installments on the first three anniversaries of the grant dates in December and May, respectively.
(6) RSU inducement grant awarded on March 9, 2020 outside of our 2015 LTIP. Ms. Alseth received an initial inducement grant of 25,000 RSUs which vest in three equal annual installments on the first three anniversaries of the grant date in March.


	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise	Value Realized on Exercise(1)	Number of Shares Acquired on Vesting	Value Realized on Vesting (1)



James Barr IV	—	—	223,490	2,382,403
Aina E. Konold	—	—	66,667	1,134,006
Becky L. Alseth	—	—	—	—
Wayne M. Bolio	2,871	16,723	11,750	112,393
Christopher K. Quatrochi	—	—	7,500	111,450


(1) The market value realized was determined based on the NYSE closing price of our common stock on the date of exercise or the vesting date, as applicable.


	Salary Continuation or Severance(1)		Benefits or Perquisites(2)		Accelerated Vesting of Equity Awards ($)(3)
James Barr, IV	$	550,000	$	12,864	$	12,374,437
Aina E. Konold	288,750		9,030		5,321,061
Becky L. Alseth	162,500		3,287		1,007,047
Wayne M. Bolio	132,500		6,432		1,648,709
Christopher K. Quatrochi	108,333		5,615		1,666,994


(1) Amounts that may be paid under the applicable employment agreement, assuming termination occurred on December 31, 2020.
(2) Per their individual employment agreements, all NEOs are entitled to continued health benefits for themselves and their covered dependents, at active-employee premium rates, during the period in which they are entitled to severance payments.
(3) The value of the accelerated vesting of outstanding and unvested equity awards has been calculated based on the closing market price of our common stock on December 31, 2020.


Type of Fees	2020		2019
Audit Fees (1)	$	830,640	$	803,047
Tax Fees (2)	111,505		35,835
Audit-Related Fees (3)	—		—
All Other Fees(4)	—		—
Total	$	942,145	$	838,882


(1) Fees for the audit of our consolidated financial statements included in Annual Reports on Form 10-K, review of our condensed consolidated financial statements included in Quarterly Reports on Form10-Q and services that are normally provided by the accountant in connection with our statutory and regulatory filings or engagements, including the audit of internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.
(2) Fees billed for tax compliance, tax advice and tax planning services rendered during the respective periods. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters, assistance with sales tax and assistance with tax audits.
(3) Audit-related fees includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.
(4) All other fees includes fees for services other than the services reported in audit fees, audit-related fees and tax fees.

SEC Form DEF 14A filed by Nautilus Group, Inc. (The)