NAUTILUS, INC. (NYSE:NLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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NAUTILUS, INC. (NYSE:NLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Long-Term Incentive Plan Awards for 2018

In a meeting held on February 21, 2018 the Board of Directors of Nautilus, Inc. (the “Company”) approved, upon recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”), the following equity compensation awards to certain of the Company’s executive officers:

Officer

Title

Restricted Stock Units

Performance Stock Units

Bruce M. Cazenave

Chief Executive Officer

31,513

23,110

William B. McMahon

Chief Operating Officer

19,118

13,236

Sidharth Nayar

Chief Financial Officer

15,631

10,421

Wayne M. Bolio

SVP, Law & Human Resources, General Counsel

13,362

8,908

79,624

55,675

The awards consist of restricted stock unit awards and performance stock unit awards, both granted under the Company’s 2015 Long-Term Incentive Plan. The restricted stock unit awards entitle the grantee to receive the number of common shares set forth beside their name above on the third anniversary of the grant date, subject to the grantee’s continuous employment with the Company through such date. The performance unit awards vest based on achievement of goals established for growth in operating income as a percentage of net revenue and return on invested capital over a three-year performance period. The number of shares vested under the performance unit awards following conclusion of the performance period will be determined based on the level at which the goals are achieved. The number of shares vesting under the performance unit awards can range from 60% of the shares subject to the award, if minimum thresholds are achieved, to a maximum of 150%.

Short-Term Incentive Program Performance Targets for 2018

Also during the meeting held on February 21, 2018, the Compensation Committee of the Board of Directors of the Company established award eligibility and fixed annual performance targets for the below-named officers under the Company’s short-term incentive program. The Company’s short-term incentive program focuses on achievement of certain annual financial goals for operating income and revenue growth, as well as successful execution of key strategic initiatives and achievement of personal performance goals established for the evaluation period.

Under the short-term incentive program, individual plan participants are eligible to receive incentive compensation based on a target percentage of their base salary. The amount payable is determined based upon the weighted average percentage achievement of the financial, strategic and personal performance goals established for the annual plan period. Subject to certain minimum thresholds, achievement below 50% of goal on a combined basis results in payout of less than the target award, and achievement of greater than 50% of goal on a combined basis results in a payout of greater than the target award, with a maximum award of 150% of targeted payout. The target award amount applicable to each of our named executive officers is set forth in the table below:

Officer

Title

Target Award Amount (% of base salary)

Bruce M. Cazenave

Chief Executive Officer

50%

William B. McMahon

Chief Operating Officer

75%

Sidharth Nayar

Chief Financial Officer

60%

Wayne M. Bolio

SVP, Law & Human Resources, General Counsel

50%


About NAUTILUS, INC. (NYSE:NLS)

Nautilus, Inc. is a consumer fitness products company. The Company operates through two segments: Direct and Retail. The Direct segment offers products directly to consumers through television advertising, catalogs and the Internet. The Retail segment offers its products through a network of independent retail companies with stores and Websites located in the United States and internationally. The Company’s principal business activities include designing, developing, sourcing and marketing of cardio and strength fitness products and related accessories for consumer use, primarily in the United States and Canada, but also in international markets outside North America. It markets cardiovascular, strength and nutrition fitness products. The Company offers its products under the brands, including Nautilus, Bowflex, Octane Fitness, Schwinn and Universal. The Company’s warehousing and distribution facilities are located in Oregon and Ohio.