Jonathan Rothberg
About Jonathan M. Rothberg, Ph.D.
Founder of Legacy Butterfly and current director at Butterfly Network (BFLY); age 61 as of April 1, 2025. Previously Chairperson from the business combination closing in February 2021 to April 2023 and Interim CEO from December 2022 to April 2023; prior Legacy Butterfly roles include CEO (2014–2020) and President (March–April 2014). Education: Ph.D./M.Phil./M.S. in Biology from Yale University and B.S. in Chemical Engineering from Carnegie Mellon; distinguished scientist/entrepreneur awarded the U.S. National Medal of Technology and Innovation and member of the National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butterfly Network (post-SPAC) | Chairperson of Board | Feb 2021 – Apr 2023 | Led board transition post-combination; founder influence |
| Butterfly Network | Interim Chief Executive Officer | Dec 2022 – Apr 2023 | No additional comp for interim role |
| Legacy Butterfly | Chairman of Board | Mar 2014 – Feb 2021 | Pre-SPAC governance leadership |
| Legacy Butterfly | Chief Executive Officer | Mar 2014 – Apr 2020 | Built core ultrasound business |
| Legacy Butterfly | President | Mar 2014 – Apr 2014 | Early-stage operating leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Quantum-Si (Nasdaq: QSI) | Interim CEO and Executive Chairman | Current |
| Hyperfine (Nasdaq: HYPR) | Vice Chairman | Current |
| 4Catalyzer/portfolio companies (AI Therapeutics, Tesseract Health, Detect, 4Bionics, etc.) | Founder | Ongoing innovation ecosystem |
Board Governance
- Independence: Company identifies five independent directors (Robbins, Carfora, Edelman, Phanstiel, Schwartz); Rothberg is not listed as independent .
- Committee assignments:
- Technology Committee member; committee met three times in FY2024; chaired by Dr. Edelman .
- Nominating & Corporate Governance Committee member until April 2024; committee met once in FY2024; chaired by Dr. Schwartz .
- Controlled company: Rothberg beneficially owns 100% of Class B shares (20 votes/share) and controls a majority of voting power; BFLY is a NYSE “controlled company.” Automatic conversion of Class B to Class A effective February 12, 2028 will end controlled status on or before that date .
- Lead Independent Director: Larry Robbins serves as LID; policy retainer $40,000 effective April 2025 .
- Related-party oversight: Audit Committee chartered to review related party transactions; company maintains formal related person transaction policy .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 58,903 |
| Annual Director Stock Awards (grant-date fair value) | 149,999 |
| Option Awards | — |
| Total | 208,902 |
Director compensation policy (effective structure):
- Annual cash retainer: $50,000 .
- Committee retainers: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000; Technology Chair $15,000; Technology Member $7,500; Lead Independent Director $40,000 (effective April 2025) .
Notes: Rothberg’s 2024 cash fees prorated due to resignation from the Nominating & Corporate Governance Committee in April 2024 .
Performance Compensation
| Equity Award Details (2024) | Value/Units | Grant Date | Vesting |
|---|---|---|---|
| RSUs granted | 157,894 | 06/10/2024 | Director annual grant; time-based vesting per policy |
| Annual director equity policy | $150,000 (2024 RSU value) | — | Annual grant increased to $185,000 effective April 2025; options or RSUs; 10-year option term; vests over the annual meeting cycle |
Outstanding director equity (as of 12/31/2024):
- Options outstanding: 21,645 (fully vested) .
- Unvested RSUs: 157,894 .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock Considerations |
|---|---|---|---|
| Quantum-Si | QSI | Interim CEO & Executive Chairman | Medical technology adjacency; founder network overlap |
| Hyperfine | HYPR | Vice Chairman | Imaging/medtech adjacency; founder network overlap |
Expertise & Qualifications
- Recognized pioneer in sequencing technologies; National Medal of Technology and Innovation recipient .
- Founder of multiple deep tech/medtech companies via 4Catalyzer; broad commercialization track record .
- Academic affiliations: Trustee of Carnegie Mellon; Adjunct Professor of Genetics at Yale; member of National Academy of Engineering .
- Degrees: Yale (Ph.D., M.Phil., M.S. Biology); Carnegie Mellon (B.S. Chemical Engineering) .
Equity Ownership
| Security | Beneficially Owned | Percent of Class | Voting Power Impact |
|---|---|---|---|
| Class A Common | 9,592,810 shares | 4.3% | 1 vote/share |
| Class B Common | 26,426,937 shares | 100.0% of Class B | 20 votes/share; 71.8% total voting power |
Ownership breakdown (as of April 1, 2025):
- Direct: 2,641,924 Class A shares; options 21,645 exercisable within 60 days .
- Spouse: 726,696 Class A shares .
- Children’s trusts (entities owned by trusts): 6,202,545 Class A shares .
- Class B held via 4C Holdings I–V LLC (sole manager: Rothberg) totaling 26,426,937 shares .
Controlled company sunset: Class B automatic conversion to Class A effective February 12, 2028 .
Related Party & Contracts
- Advisory Agreement: Rothberg serves as strategic advisor to the CEO and Board; cash consulting fee $16,667 per month; terminable by either party on 30 days’ notice; upon termination, only earned but unpaid fees are due .
Say-on-Pay & Shareholder Feedback (context)
| Proposal (2024 Annual Meeting) | Votes For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 579,270,270 | 15,449,010 | 380,096 | 51,242,848 |
| Class B conversion amendment | 593,283,270 | 1,310,039 | 506,067 | 51,242,848 |
Governance Assessment
- Alignment signals:
- Significant equity ownership and control (71.8% voting power), ensuring strong founder influence over strategic direction .
- Active committee participation (Technology) and prior Nominating & Governance membership indicate ongoing engagement with product/innovation oversight .
- Absence of interim CEO compensation suggests restraint during leadership transition .
- Risks and RED FLAGS:
- Controlled company status with majority voting power held by Rothberg; potential minority shareholder protection concerns until Class B conversion in 2028 .
- Related-party Advisory Agreement paying $16,667/month while serving on the Board creates potential conflict of interest; oversight depends on Audit Committee rigor .
- Not listed among independent directors; independence concerns given founder status and consulting relationship .
- Compensation structure observations:
- Director pay mix skewed to equity (2024 RSUs $149,999 vs. cash $58,903), which supports alignment, though consulting cash adds fixed income separate from board retainer .
- Policy increased annual director equity grant to $185,000 effective April 2025, raising guaranteed board equity vs. performance linkage (director awards time-based) .
- Committee composition and checks:
- Independent chairs on Audit (Phanstiel), Compensation (Carfora), Nominating (Schwartz), Technology (Edelman) support board effectiveness despite controlled status .
- Formal related-party review procedures exist; investor confidence hinges on consistent application regarding Rothberg’s advisory services .
Overall, Rothberg’s deep technical pedigree and founder ownership provide strategic continuity; governance risk centers on controlled company dynamics and the ongoing advisory/consulting arrangement. The 2028 sunset on super-voting Class B shares is a key milestone for governance normalization .