Jonathan Rothberg
About Jonathan M. Rothberg, Ph.D.
Jonathan Rothberg (age 61) is Hyperfine’s Founder and a non‑employee director since December 2021; he previously served as CEO of Legacy Hyperfine (2014–2021). He holds a B.S. in chemical engineering (Carnegie Mellon) and Ph.D./M.Phil./M.S. in biology (Yale), and is a National Medal of Technology and Innovation laureate recognized for inventing high‑speed DNA sequencing. He controls Hyperfine via 100% of Class B shares and is not independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Hyperfine | Founder; CEO | 2014–2021 | Led initial commercialization; transitioned to director in 2021 |
| Liminal Sciences | Founder; Director | Since 2018 | Neurology tech incubation under 4Catalyzer umbrella |
| 4Catalyzer (incubator) | Founder; Chairman | Ongoing | Built portfolio using AI, sequencing, silicon supply chain |
| Ion Torrent Systems | Founder; Chairman/CEO/CTO | 2007–2010 | Pioneered semiconductor sequencing |
| RainDance Technologies | Founder; Chairman/CEO | 2004–2009 | Microdroplet genomics platform |
| ClarifI, Inc. | Co‑Founder; Chairman | 1999–2007 | Genomics tools venture |
| 454 Life Sciences | Founder; Chairman/CEO/CTO | 1999–2006 | First massively parallel DNA sequencing; first individual human genome sequenced |
| CuraGen Corporation | Founder; Chairman/CEO | 1993–2004 | Early genomics company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum‑Si (Nasdaq: QSI) | Chairman, Director | Current | Protein sequencing; board leadership interlock with HYPR director Ruth Fattori (also QSI director) |
| Butterfly Network (NYSE: BFLY) | Director | Current | Point‑of‑care ultrasound; 4Catalyzer portfolio company |
| Yale School of Medicine | Adjunct Professor of Research (Genetics) | Current | Academic affiliation |
| Carnegie Mellon University | Trustee | Current | University governance |
| identifeye HEALTH (private) | Founder; Board member | Current | Ophthalmic diagnostics; 4Catalyzer company |
Board Governance
- Board composition and independence: Hyperfine is a “controlled company”; only John Dahldorf, Ruth Fattori, and Daniel Wolterman are independent. Rothberg is not independent.
- Chair transition: R. Scott Huennekens resigned as Chair and director on May 22, 2025; Daniel Wolterman appointed Chair.
- Committee composition (Rothberg not listed on any standing committee):
- Audit: Dahldorf (Chair), Fattori, Wolterman; met 4 times in 2024.
- Compensation: Fattori (Chair), Dahldorf; met 4 times in 2024.
- Nominating & Corporate Governance: Wolterman (Chair), Fattori; met 4 times in 2024.
- Attendance: No director attended fewer than 75% of meetings; Board met 6 times in 2024; committees met 12 times.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual director cash retainer ($) | $50,000 (policy) | $50,000 (paid) | $50,000 (paid) |
| Committee/Chair fees applicable to Rothberg ($) | N/A (not a committee member/chair) | N/A | N/A |
| Total cash fees received ($) | $51,370 | $50,000 | $50,000 |
Director Compensation Policy (current as amended): cash retainers—Board $50k; Chair add’l $40k; Audit Chair $20k/member $10k; Comp Chair $15k/member $7.5k; N&CG Chair $10k/member $5k.
Performance Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual director option grant (shares) | 112,000 | 79,200 | Waived by Rothberg (and Huennekens) |
| Exercise price ($/share) | $1.97 | $0.87 | — (waived) |
| Vesting schedule | One‑year, next annual meeting | One‑year, next annual meeting | — |
| Reported grant‑date fair value ($) | $220,640 | $68,904 | — |
Other Directorships & Interlocks
| Company | Ticker | Role | Interlock/Notes |
|---|---|---|---|
| Quantum‑Si | QSI | Chairman | Interlock: HYPR director Ruth Fattori also QSI director |
| Butterfly Network | BFLY | Director | 4Catalyzer company |
- Controlled‑company governance impact: Rothberg’s voting control can determine director elections and auditor ratification.
Expertise & Qualifications
- Distinguished inventor and entrepreneur: National Medal of Technology and Innovation; multiple industry awards (WSJ Gold Medal for Innovation; Nature Methods Method of the Year; SXSW Best in Show; Connecticut Medal of Technology; DGKL Prize).
- Technical depth: Pioneered massively parallel DNA sequencing; initiated Neanderthal Genome Project; multiple genomics patents and commercializations.
- Board/leadership experience across medtech and life sciences; academic appointments (Yale Genetics).
Equity Ownership
| Metric | As of Apr 1, 2023 | As of Apr 1, 2024 | As of Mar 31, 2025 |
|---|---|---|---|
| Class A shares owned | 2,976,689 | 3,068,562 | 3,187,091 |
| Class B shares owned | 15,055,288 | 15,055,288 | 15,055,288 |
| Class B ownership (%) | 100% | 100% | 100% |
| Options exercisable within 60 days (shares) | 982,500 | 1,067,845 | 1,179,845 |
| Voting power (combined classes, %) | 84.9% | 84.7% | 84.1% |
Policy on hedging/pledging: Company prohibits short‑term trading, hedging (e.g., collars/straddles), and non‑recourse pledges for directors and employees.
Related‑Party Transactions (Rothberg‑affiliated ecosystem)
| Arrangement | Counterparty | 2023 Amount ($) | 2024 Amount ($) | Terms/Notes |
|---|---|---|---|---|
| Sublease of Guilford HQ; Palo Alto space license/lease | 4Catalyzer (Rothberg‑founded) | 399,000 | 509,000 | Month‑to‑month; pro‑rata expenses under master leases |
| Master Services Agreement (shared services) | 4Catalyzer | 178,000 | 132,000 | Admin/IT/HR/legal; statements of work; amounts at FMV |
| Technology & Services Exchange Agreements (TSEA) | 4Catalyzer portfolio companies | — | — | Non‑core tech sharing; personnel services; IP ownership/limited license structure; FMV fees via work orders |
| Advisory Agreement (terminated) | Rothberg | — | — | $16,667/month consulting fee; terminated June 13, 2022 |
Governance controls: Related‑party transactions require Audit Committee review/approval; policy defines thresholds and approval process.
Governance Assessment
-
Strengths
- Deep technical and commercialization expertise; broad network across medtech/life sciences boards.
- High “skin‑in‑the‑game” ownership; long‑term alignment via Class B control and substantial options.
- Anti‑hedging/pledging policy reduces misalignment risks.
- 2025 decision to waive annual director option grant suggests sensitivity to dilution and optics.
-
Risks and red flags
- Controlled company status; Rothberg holds 84.1% voting power via 100% of Class B—potential to override minority investors.
- Related‑party exposure through 4Catalyzer sublease, shared services, and TSEA with portfolio companies. RED FLAG (ongoing payments; cross‑company IP/services).
- Non‑independent director; not on standing committees but influence via voting control. RED FLAG
- Historical advisory relationship with cash fee (terminated in 2022) could raise perceived conflicts.
-
Mitigations and signals
- Board seeks to sunset dual‑class structure in December 2028; Rothberg indicated intention to vote in favor (2024 proxy).
- Formal related‑party transaction policy with Audit Committee oversight.
- Chair transition to independent director (Wolterman) in May 2025 enhances independent oversight at the board level.
Attendance (Board/Committees)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings (#) | 5 | 4 | 6 |
| Committee meetings (#, total) | 26 | 14 | 12 |
| Rothberg attendance | ≥75% (companywide statement) | ≥75% | ≥75% |
Director Compensation Mix (YoY)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees ($) | $51,370 | $50,000 | $50,000 |
| Option awards ($, grant‑date FV) | $100,000 | $220,640 | $68,904 |
| Total ($) | $151,370 | $270,640 | $118,904 |
Observations: Equity grants moved from $100k (2022 policy) to fixed‑share grants (79,200 options from 2024) with lower fair values given market prices; 2025 grant waived.
Notes on Compensation Committee Practices
- Independent consultants engaged: Aon (2023–2024) and Compensia/Aon (2024) for exec and director comp; committee assessed consultant independence; board makes final decisions.
- Director equity program: beginning 2024, automatic annual grant of 79,200 options vesting by next annual meeting; 2025 grant waived by Rothberg/Huennekens.
Policy References
- Insider trading/anti‑hedging and non‑recourse pledging: directors must pre‑clear transactions; quarterly blackouts; prohibited speculative/hedging transactions and non‑recourse pledges.
- Corporate governance guidelines and committee charters (posted): Audit, Compensation, N&CG.