Herm Rosenman
NateraAbout Herm Rosenman
Herm Rosenman (age 77) has served on Natera’s board since February 2017; he previously served as Natera’s Chief Financial Officer (Feb 2014–Jan 2017) and earlier was SVP–Finance and CFO at Gen‑Probe (2001–2012, acquired by Hologic). He holds a B.B.A. in Accounting and Finance (Pace University) and an M.B.A. in Finance (Wharton) . He is independent under Nasdaq rules, chairs the Audit Committee, and serves on the Human Capital (compensation) committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natera, Inc. | Chief Financial Officer | Feb 2014–Jan 2017 | Led finance transitioning to public-company scale |
| Gen‑Probe Incorporated | SVP–Finance & CFO | Jun 2001–Aug 2012 | CFO through sale to Hologic; diagnostics sector experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DermTech, Inc. (public) | Director | Since 2017 | Molecular dermatology; current public directorship count 1 |
| Oxford Immunotec Global PLC (public) | Director | 2017–2021 | Company sold to PerkinElmer |
| Vivus, Inc. (public) | Director | 2013–2021 | Biopharma board service |
| Medistem, ARYx Therapeutics, Infinity Pharmaceuticals, various private cos. | Director | Various | Life sciences governance experience |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair and Human Capital Committee member; designated Audit Committee financial expert along with Gail Marcus .
- Attendance and engagement: Board met five times in 2024; all directors attended at least 75% of aggregate board and committee meetings. Audit Committee held four meetings in 2024; Rosenman chaired. All directors attended the 2024 annual meeting of stockholders .
- Executive sessions: Independent directors hold executive sessions at board and committee meetings .
- Related-party oversight: Significant related‑party transactions must be reviewed/approved by the Audit Committee; the company has formal policies and an independent committee overseeing the MyOme relationship (Rosenman is not identified as a related person in MyOme) .
Fixed Compensation
| 2024 Director Retainer Schedule | Amount ($) |
|---|---|
| Board Member | 55,000 |
| Lead Independent Director | 40,000 |
| Audit Committee Chair | 25,000 |
| Human Capital Committee Chair | 20,000 |
| Nominating, Corporate Governance & Compliance Chair | 15,000 |
| Audit Committee Member | 12,500 |
| Human Capital Committee Member | 10,000 |
| Nominating, Corporate Governance & Compliance Member | 7,500 |
| Audit Committee Observer | 7,500 |
| Herm Rosenman 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Director (Audit Chair; HCC Member) | 87,991 | 365,702 | 453,692 |
- Election to equity in lieu of cash: In 2024, Rosenman elected to receive fully vested RSUs in lieu of all cash retainers; RSUs were granted quarterly with grant‑date fair value equal to the foregone cash amount .
- Program changes for 2025: Annual cash retainer increased to $60,000; annual director equity award increased to $355,000 effective 2025 .
- Expense reimbursement: Policy reimburses reasonable out‑of‑pocket expenses for meeting attendance .
Performance Compensation
- Annual and initial equity: 2024 annual director equity award generally valued at $325,000 (RSUs, vest 12 months); chair and lead independent director additional annual equity retainer $45,000 in RSUs, vesting one‑quarter at grant and remainder in equal quarterly installments over nine months; director awards accelerate upon change in control while in service .
| RSUs Granted in Lieu of Cash Retainers (Herm Rosenman) | 4/26/2024 | 7/26/2024 | 10/25/2024 | 1/31/2025 |
|---|---|---|---|---|
| Shares | 244 | 206 | 178 | 133 |
| Grant‑Date Fair Value ($) | 22,365 | 21,150 | 20,945 | 23,530 |
- Performance metrics for director equity: None; director RSUs are time‑based under the program (performance metrics are used for executive officers, not directors) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | DermTech (since 2017) |
| Prior public company boards | Oxford Immunotec (2017–2021); Vivus (2013–2021) |
| Interlocks/overlaps | No compensation committee interlocks disclosed for 2024; HCC comprised of Chapman, Healy, Rosenman, Williams‑Brinkley . MyOme related‑party oversight handled by an independent committee; Rosenman not listed as a MyOme related person . |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; prior CFO roles at Natera and Gen‑Probe; financial sophistication under SEC/Nasdaq .
- Industry experience: Diagnostics and biopharma; extensive board service across life sciences .
- Education: B.B.A. Accounting & Finance (Pace); M.B.A. Finance (Wharton) .
Equity Ownership
| Ownership (as of March 15, 2025 unless noted) | Shares |
|---|---|
| Total beneficial ownership | 132,282; less than 1% of shares outstanding |
| Directly held | 62,934 |
| Options/RSUs exercisable/vesting within 60 days | 69,348 |
| RSUs outstanding (12/31/2024) | 3,086 |
| Stock options outstanding (12/31/2024) | 69,348 |
| Shares outstanding (denominator for % calc) | 135,539,896 |
Alignment policies:
- Stock ownership guidelines: Directors must hold 3x annual cash retainer; amended Jan 2025 to 5x for non‑employee directors; compliance reported for all directors in 2024 .
- Hedging/pledging: Prohibited for directors and employees .
Governance Assessment
- Strengths: Independent director and Audit Chair with “financial expert” designation; active committee engagement (audit held 4 meetings); high board attendance and annual meeting participation; robust anti‑hedging/pledging and ownership guidelines; RSU election in lieu of cash suggests long‑term alignment .
- Compensation structure: Mix of cash retainers and equity, with added RSU retainer for committee chairs; 2025 increase in equity and cash retainer reflects increased responsibilities; annual equity awards are time‑based, avoiding complex performance hurdles for directors .
- Related‑party oversight: Formal policy requires Audit Committee approval; independent committee established for MyOme matters (a company with multiple ties to other Natera insiders), mitigating conflict risk .
- Shareholder signals: 2024 Say‑on‑Pay passed with ~94.5% “For” votes, indicating broad investor support for pay practices; positive for overall governance sentiment though focused on executives .
- RED FLAGS: None specific to Rosenman identified in proxy (no family relationships; no hedging/pledging; no option repricing; Section 16 compliance issues noted did not involve Rosenman) . Potential systemic risk exists around related‑party exposure to MyOme, but oversight mechanism via independent committee is disclosed .