Item 5.02   Departure of Directors or Certain officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On March 19, 2020, the Board of Directors (the "Board") of Nautilus, Inc. (the "Company") increased the size of the Board from six to seven directors and appointed Patricia "Patty" M. Ross as a director and as a member of the Compensation Committee of the Board (the "Compensation Committee") and the Audit Committee of the Board (the "Audit Committee").

Ms. Ross will serve until the Company's 2020 annual meeting of shareholders (the "Annual Meeting") and until Ms. Ross' successor shall have been duly elected and qualified, or until Ms. Ross' earlier death, resignation, disqualification or removal. There is no arrangement or understanding between Ms. Ross and the Company or any other person pursuant to which she was selected as a director. Ms. Ross is not a party to and does not have any direct or indirect material interest in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Ross entered into the Company's standard form of indemnification agreement.

As compensation for her service, and in accordance with the Company's non-employee director compensation policy, Ms. Ross will receive an annual retainer of $42,500, payment of $1,500 for attendance at each Board meeting and, following the Annual Meeting, is expected to receive a grant of restricted stock units. Additionally, in connection with her appointment to the Compensation Committee and Audit Committee, Ms. Ross will receive an additional payment of $1,500 for her attendance at each committee meeting.

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