Jonathan Sheena
NateraAbout Jonathan Sheena
Co‑founder of Natera and director since 2007; previously served as Chief Technology Officer (2007–Dec 2020). Age 52. He holds a B.S. and M.Eng. in Electrical Engineering and Computer Science from MIT. The board does not classify him as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natera, Inc. | Co‑founder; Chief Technology Officer | 2007–Dec 2020 | Led technology development; deep familiarity with company technologies |
| PhoneSpots, Inc. (formerly PocketThis) | Co‑founder; VP Product Management; CTO | Jun 1999–Dec 2007 | Mobile technology product leadership |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| MyOme, Inc. (private) | Director; Stockholder | Current (disclosed 2025 proxy) | Natera has a collaboration/commercialization agreement and equity warrants; independent board committee oversees the relationship. Matthew Rabinowitz (NTRA Executive Chairman) is MyOme chair/founder; Daniel Rabinowitz (NTRA CLO) is a stockholder; Sequoia-affiliated funds also participated in MyOme financing |
Board Governance
- Committee assignments and chairs: No current committee assignments (not listed on Audit, Human Capital, or Nominating/Corporate Governance/Compliance rosters).
- Independence: Not listed among independent directors (independent directors: Botha, Rosenman, Baynes, Bertagnolli, Rowan Chapman, Healy, Marcus, Williams‑Brinkley).
- Tenure: Director since 2007 (Class II); 18 years of service as of 2025.
- Attendance: All directors attended at least 75% of board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors hold executive sessions at board and committee meetings.
- Board leadership: Lead Independent Director is Roelof Botha; next board chair to be independent per guidelines.
Fixed Compensation (Director Program Terms)
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Board member annual cash retainer | $55,000 | $60,000 | Non‑employee directors may elect RSUs in lieu of cash; options no longer allowed effective 2024 |
| Lead Independent Director retainer (cash) | $35,000 | $40,000 | — |
| Audit Committee Chair (cash) | $20,000 | $25,000 | — |
| Human Capital/Compensation Committee Chair (cash) | $20,000 | $20,000 | Committee renamed Human Capital in 2025 |
| NCGCC Chair (cash) | $15,000 | $15,000 | — |
| Audit Committee Member (cash) | $10,000 | $12,500 | — |
| Human Capital/Compensation Committee Member (cash) | $7,500 | $10,000 | — |
| NCGCC Member (cash) | $5,000 | $7,500 | — |
| Annual equity award (RSUs) | $325,000 | $355,000 | Vests in full after 12 months of board service |
| Additional equity retainer for Lead/Chairs (RSUs) | $45,000 | $45,000 | 25% vests at grant; remainder vests quarterly over 9 months |
| Annual per‑director comp cap (cash + equity) | $900,000 | $900,000 | $1,250,000 in initial year |
Note: The 2024 director compensation table lists other non‑employee directors receiving cash/RSUs; Jonathan Sheena is not included, and no specific director compensation amounts are disclosed for him for 2024.
Performance Compensation (Director Equity Mechanics)
| Equity Vehicle | Vesting | Performance Metrics |
|---|---|---|
| Annual RSU grant | 100% after 12 months of continuous service | None (time‑based only) |
| Lead/Chair RSU retainer | 25% at grant; remaining 75% in equal quarterly installments over 9 months | None (time‑based only) |
| Change‑in‑control | Director RSUs fully vest upon a change in control prior to termination of service | — |
Other Directorships & Interlocks
| Entity | Relationship Detail | Potential Conflict / Mitigation |
|---|---|---|
| MyOme, Inc. | Natera–MyOme collaboration and commercialization agreement; Natera holds warrants; Sheena is a MyOme director and stockholder; Matthew Rabinowitz is MyOme chair/founder; Sequoia‑affiliated funds (linked to director Roelof Botha) participated in MyOme’s Series B; CLO Daniel Rabinowitz is a MyOme stockholder | Related‑party exposure; Natera’s board established an independent committee to oversee all MyOme transactions and terms. |
Expertise & Qualifications
- Founder/operator technologist with deep company/technology knowledge; prior CTO tenure (2007–2020).
- Technical credentials: B.S./M.Eng. in EECS (MIT).
- Entrepreneurial product leadership in mobile technology prior to Natera.
Equity Ownership
| Holder | Beneficial Ownership Detail | Percent of Class |
|---|---|---|
| Jonathan Sheena | 247,493 shares directly; 43,282 shares via Caraluna Trust I; 43,282 shares via Caraluna Trust II; 99,740 shares issuable within 60 days (options/RSUs) | <1% of outstanding |
| Ownership guidelines | Directors required to hold a multiple of cash retainer; policy increased to 5x (from 3x) in Jan 2025; all directors were in compliance in 2024. | |
| Hedging/Pledging | Company prohibits hedging and pledging of company securities for directors and employees. |
Governance Assessment
- Board effectiveness and independence: Sheena is a long‑tenured founder‑director and not independent; he currently holds no committee seats, which can limit committee‑level influence but helps avoid independence conflicts on key committees. Attendance thresholds were met by all directors in 2024; independent director executive sessions are standard practice.
- Conflicts/related‑party oversight: Material related‑party nexus exists through MyOme; governance mitigation includes an independent board committee overseeing all MyOme dealings (appropriate safeguard, but remains a monitoring point). RED FLAG: Related‑party exposure warrants ongoing scrutiny.
- Director pay/alignment: Director program is equity‑heavy (time‑based RSUs) with increased 2025 retainers, a $900k annual cap, and robust ownership/anti‑hedging rules—generally shareholder‑aligned. Sheena had no individual 2024 director compensation disclosed (not listed in non‑employee director comp table).
- Shareholder signals: Strong say‑on‑pay support (94.5% For in 2024) and continued approval in 2025 (107,796,630 For; 4,604,390 Against; 147,007 Abstain) indicate broad investor confidence in compensation governance.
Overall: Sheena brings deep technical and company‑specific expertise and significant ownership, but his non‑independent status and MyOme ties are the principal governance risks; the board’s independent‑committee oversight and strong ownership/anti‑hedging policies partially mitigate these concerns.