Daniel Rabinowitz
NateraAbout Daniel Rabinowitz
Daniel Rabinowitz is Natera’s Secretary and Chief Legal Officer; he has served as CLO since April 1, 2021, after previously serving as Secretary and General Counsel, and has been employed by Natera since July 2004 . He is 55 years old and holds a BA and LLB from the University of the Witwatersrand (South Africa) and an LLM from New York University School of Law . Annual incentive design emphasizes company execution with three metrics—Revenue (weighted 55%), Product Gross Margin, and Operating Cash Flow—tying cash payouts to growth, profitability and cash generation; for 2023 his bonus weighting was 50% company/50% individual and moved to 80%/20% for 2024 . Hedging and pledging of company stock are prohibited, and executive stock ownership guidelines require other executive officers to hold stock equal to at least 1× base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Davis Polk & Wardwell | Corporate Lawyer | 1994–2001 | Not disclosed |
| McDermott Will & Emery | Corporate Partner | 2001–2004 | Not disclosed |
| Natera, Inc. | Secretary & General Counsel | 2004–Mar 2021 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MyOme, Inc. | Stockholder | 2021–present (initial investment Dec 2021; warrants 2024) | Related-party affiliation overseen by an independent committee |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $405,000 | $433,700 |
| Target Bonus (% of Base) | 45% | 50% |
| Bonus Weighting (Company/Individual) | 50% / 50% | 80% / 20% |
Performance Compensation
| Metric | Weighting | Notes |
|---|---|---|
| Revenue | 55% | Company-selected metric emphasizing top-line growth |
| Product Gross Margin | Not disclosed | Focus on operating profitability |
| Operating Cash Flow | Not disclosed | Focus on cash generation |
| Non-Equity Incentive Plan Compensation ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Payout | $169,459 | $162,150 | $193,112 |
- For 2022, NEO payouts were settled in fully vested RSUs granted March 17, 2023; the 2024 proxy notes this settlement approach for 2022 awards .
- For NEOs generally, 2023 and 2024 amounts were paid in fully vested RSUs; this disclosure applies to NEOs, but Daniel was not listed as a 2024 NEO .
Equity Ownership & Alignment
| Beneficial Ownership | 2022 | 2023 | 2024 |
|---|---|---|---|
| Shares Beneficially Owned (#) | 233,417 | 277,477 | 200,809 |
| Percent of Class | <1% (indicated as “*”) | <1% (indicated as “*”) | <1% (indicated as “*”) |
| Fiscal 2022 Exercises/Vesting | Options Exercised (#) | Value Realized on Exercise ($) | RSUs/Stock Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Daniel Rabinowitz | 80,385 | $5,415,537 | 21,753 | $1,085,865 |
- Hedging/pledging: Company policy prohibits hedging transactions and pledging or margin accounts for insiders .
- Ownership guidelines: Other executive officers must hold stock equal to at least 1× base salary .
- Compliance status vs guidelines for Daniel is not disclosed in proxies.
Equity Grants & Vesting Schedules
| Award Type | Grant/Vesting Commencement | Vesting Schedule Details |
|---|---|---|
| Stock Options | Jan 7, 2019 | 4-year schedule: 25% after 12 months; remainder in 36 equal monthly installments |
| RSUs | Jan 7, 2019 | 4-year schedule: 25% after 12 months; remainder in 12 equal quarterly installments |
| Stock Options | Jan 22, 2021 | 4-year schedule: 25% after 12 months; remainder in 36 equal monthly installments |
| 2021 Grants of Plan-Based Awards (Grant Date 01/22/2021 and 10/22/2021) | Type | Quantity (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| All Other Stock Awards (RSUs) | RSUs | 10,304 | $1,233,904 |
| All Other Stock Awards (RSUs) | RSUs | 10,304 | $1,233,904 |
| Equity Incentive Plan Awards (Performance-based) | PSUs (Threshold/Target) | 5,000 / 10,000 | $947,525 |
- Certain PSUs granted to NEOs (including Daniel) vest based on revenue or market valuation milestones; treatment on change-in-control involves certification and service-based vesting if milestones are not satisfied .
Employment Terms
| Provision | Standard | Change-in-Control (CIC) |
|---|---|---|
| Cash Severance | Lump sum equal to 6 months’ base salary upon involuntary termination (without cause or for good reason) | 12 months’ base salary if termination occurs within 12 months following a CIC |
| COBRA Premiums | Up to 12 months paid by company | Same |
| Equity Acceleration | Greater of (i) 50% of then‑unvested equity awards or (ii) forward vesting as if 12 additional months of service were provided | 100% acceleration of then‑unvested equity awards if termination within 12 months following CIC |
| CIC Single‑Trigger Acceleration | Prior to April 2023, certain awards eligible for acceleration upon CIC even absent termination | Provision removed via April 2023 amendment to his employment agreement |
- No excise tax gross‑ups are provided to NEOs in a CIC .
- No perquisites or personal benefits are provided to NEOs per CD&A disclosures .
Compensation Summary (Select Years)
| Component ($) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | $379,309 | $394,734 | $407,594 | Not separately disclosed |
| Stock Awards (Grant Date Fair Value) | $3,415,333 | $1,793,354 | $2,715,379 | Not separately disclosed |
| Option Awards (Grant Date Fair Value) | — | — | — | Not separately disclosed |
| Non‑Equity Incentive Plan Compensation | $169,459 | $162,150 | $193,112 | Not separately disclosed |
| All Other Compensation | $8,700 | $9,150 | $9,900 | Not separately disclosed |
| Total Compensation | $3,972,801 | $2,359,388 | $3,325,985 | $4,262,703 (total for 2024 per related‑party section) |
Governance and Related Party Considerations
- MyOme collaboration and equity interests: Natera holds warrants and equity in MyOme; Daniel is a MyOme stockholder, and Natera’s board has established an independent committee to oversee the relationship and approve terms as necessary .
- Compensation committee/oversight: 2024 Compensation Committee members were Rowan Chapman (Chair), James Healy, Herm Rosenman, and Ruth Williams‑Brinkley; in 2025, the Human Capital Committee provided the CD&A report with the same membership listed .
Investment Implications
- Equity‑heavy pay mix with explicit performance linkages: Daniel’s compensation is substantially equity‑based in recent years, with annual incentives governed by revenue (55%), product gross margin, and operating cash flow—indicating alignment with top‑line growth, profitability, and cash generation .
- Retention and CIC economics: Severance terms are moderate (6 months base salary) with double‑trigger CIC acceleration (12 months salary and 100% equity acceleration upon qualifying termination within 12 months of CIC), and the April 2023 amendment removed single‑trigger acceleration—reducing windfall risk and signaling shareholder‑friendly governance .
- Selling pressure indicators: Significant option exercises in 2022 (80,385 options; $5.42M realized) plus RSU vesting could create periodic supply; monitor Form 4 filings and vesting calendars for incremental selling pressure signals .
- Alignment safeguards: Prohibitions on hedging/pledging and stock ownership guidelines (1× salary for executive officers) support alignment, though Daniel’s precise compliance status versus guidelines is not disclosed; his beneficial ownership remains <1% of shares outstanding .
- Related‑party scrutiny: The MyOme relationship (with Daniel as a stockholder and family ties to the Executive Chairman) is mitigated by independent board oversight but remains a governance watch‑item for investors .