Roelof Botha

About Roelof Botha

Roelof Botha is Lead Independent Director of Natera and has served on the board since 2007; he is 51 years old and brings a finance and technology background, including prior service as PayPal’s CFO (2000–2003) and long tenure at Sequoia Capital (managing member since 2007; with Sequoia since 2003) . He holds a BSc in Actuarial Science, Economics, and Statistics from the University of Cape Town and an MBA from Stanford University . Natera’s board has determined him to be independent under Nasdaq rules and appointed him Lead Independent Director given the Executive Chairman is not independent .

Past Roles

External Roles

Board Governance

• Roles and independence: Lead Independent Director; member, Nominating, Corporate Governance and Compliance Committee (NCGCC). Independent under Nasdaq rules .
• Committee structure: Fully independent committees; Botha serves on NCGCC (chair: Gail Marcus). NCGCC held 4 meetings in 2024 .
• Board leadership: Separated Chair (Executive Chairman) and CEO roles; Corporate Governance Guidelines specify next chair will be independent; Lead Independent Director facilitates agendas and executive sessions .
• Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of board/committee meetings and attended the 2024 annual meeting; regular executive sessions at board and committee meetings .
• Other public boards count: Botha currently sits on three other public company boards, highlighting broad external networks .

Fixed Compensation

• Program structure (2024; updated for 2025):
  • Annual board cash retainer: $55,000 in 2024; increased to $60,000 effective 2025 .
  • Lead Independent Director additional cash retainer: $40,000 .
  • Committee member retainers: Audit $12,500; Human Capital $10,000; NCGCC $7,500; Chairs: Audit $25,000; Human Capital $20,000; NCGCC $15,000 .
  • Annual director equity award (RSUs), service-based: $325,000 in 2024; increased to $355,000 in 2025 (vests after 12 months of service) .
  • Additional annual equity retainer (RSUs) for Lead Independent Director and each committee chair: $45,000, vests 1/4 at grant then quarterly over 9 months .
  • Non-employee directors may elect to receive cash retainers in fully vested RSUs granted quarterly in arrears .

Performance Compensation

• Director equity structure: Annual RSUs vest based on service (12 months); Lead Independent/committee chair RSU retainers vest 1/4 at grant and quarterly thereafter; change-in-control triggers full vesting of director RSUs .
• Equity plan guardrails: Annual limit for non-employee director compensation (cash plus grant-date fair value of awards) capped at $900,000 (initial year cap $1,250,000); no option/SAR repricing without stockholder approval .
• Clawback: All awards under the Equity Plan are subject to clawback consistent with applicable law and company policy .
• Performance metrics: No director-specific performance metrics disclosed; director equity vests on time/service conditions .

Other Directorships & Interlocks

• External public boards: Block, MongoDB, Unity (current) .
• Potential interlock/conflict exposure: Sequoia-affiliated funds participated in MyOme’s Series B financing; Natera has collaboration/commercialization agreements and warrants with MyOme. Natera’s board established an independent committee to oversee the MyOme relationship and approve any transactions as needed .
• Committee service at Natera: NCGCC member; not on Audit or Human Capital (Compensation) Committees .

Expertise & Qualifications

• Financial and investment acumen from CFO role at PayPal and decades in venture capital, including extensive board experience across technology and life sciences .
• Academic credentials in actuarial science, economics, statistics (U. Cape Town) and MBA (Stanford) align with Natera’s data-intensive, technology-enabled diagnostics model .

Equity Ownership

Governance Assessment

• Strengths

  • Lead Independent Director with clear responsibilities; independent status affirmed; separation of Chair and CEO roles improves oversight .
  • Active NCGCC member; independent committees with frequent executive sessions; full-board and committee meetings held regularly; minimum 75% attendance met by all directors; annual meeting attendance by all directors .
  • Director pay practices align with service-based equity; optional RSUs in lieu of cash enhance ownership alignment; modest increases to reflect workload; compensation caps and clawbacks mitigate risk .
  • Independent compensation consultant engaged (Aon) to advise committee and board programs, indicating governance rigor .

• Watch items / potential conflicts

  • MyOme related-party exposure: Sequoia-affiliated participation, with Botha tied to Sequoia; Natera has economic interests (warrants, collaboration). The board formed an independent committee to oversee and approve as appropriate; continued monitoring of committee process and disclosures recommended .
  • Multi-board commitments: Three current public boards may create time allocation risk; however, Natera reports strong attendance and engagement metrics in 2024 .

• Signals of investor alignment

  • Strong company say-on-pay support (94.5% “For” in 2024) indicates shareholder confidence in compensation governance practices, supporting the broader governance environment in which Botha operates .
  • Prohibitions on hedging/pledging and no repricing policy support alignment and discipline .