Rowan Chapman
NateraAbout Rowan Chapman
Rowan Chapman, Ph.D. is an independent Class II director of Natera (since 2019), age 54, chair of the Human Capital Committee and member of the Audit Committee. She is NACD Directorship Certified® and holds a BA in Biochemistry and a Ph.D. in Biochemistry and Molecular Biology from the University of Cambridge; background includes operating, investing, and business development leadership across Johnson & Johnson Innovation, GE Healthcare/GE Ventures, venture capital, and life sciences incubation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Initiate Studios; BEVC | Co‑founder/advisor; advisor to early-stage investment fund | Current | Life sciences incubation/investing focus |
| Dynamics Special Purpose Corporation | Chief Business Officer | Mar 2021 – Jun 2022 | SPAC leadership; transaction execution |
| Johnson & Johnson Innovation (Western NA, Australia, NZ) | Head | Jan 2017 – Aug 2019 | External innovation sourcing/partnerships |
| GE Healthcare Life Sciences | Head of Precision Diagnostics | 2012 – 2016 | Diagnostic strategy/product initiatives |
| GE Ventures | Managing Director, New Business Creation; Head of Healthcare Investing | 2012 – 2016 | Corporate venture formation and healthcare investing |
| Mohr Davidow Ventures | Partner and board/advisor roles | ~11 years | Venture investing across technology/data-enabled companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford University (Bioengineering) | Adjunct Lecturer | Current | Academic engagement |
| Venture capital fund (name not disclosed) | Director | Current | Board service |
| Multiple private companies | Director/advisor | Current | Private company governance |
Board Governance
- Independence: Board determined Dr. Chapman is independent under Nasdaq rules; all audit and human capital committee members meet enhanced independence criteria .
- Committee assignments: Chair, Human Capital Committee; Member, Audit Committee .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at each regular board meeting; committees also meet in executive session .
- Board leadership: Separated Executive Chairman and CEO roles; Lead Independent Director is Roelof Botha .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Human Capital Committee | Chair | 5 | Oversees compensation policies, succession planning; engaged Aon (independent consultant), no identified conflicts |
| Audit Committee | Member | 4 | Oversees financial reporting, controls, information security; significant related party transactions require audit committee approval |
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Policy details |
|---|---|---|
| Board member cash retainer | 55,000 | Increased to 60,000 effective 2025 |
| Human Capital Committee chair cash retainer | 20,000 | Chair workload supplement |
| Audit Committee member cash retainer | 12,500 | Member retainer |
| Total cash earned (Rowan Chapman, 2024) | 87,500 | Consistent with her roles |
Performance Compensation (Director)
| Equity Component | 2024 Value ($) | Vesting |
|---|---|---|
| Annual RSU grant (standard program) | 325,000 | Vests 100% after 12 months' continuous board service |
| Committee/Lead equity retainer (RSU) | 45,000 (for chairs/lead independent) | 1/4 vests on grant; remainder vests quarterly over 9 months |
| Total stock awards (Rowan Chapman, 2024) | 365,702 | Reflects annual RSUs plus chair equity retainer |
- 2025 program adjustments: Annual RSU increased to $355,000; board cash retainer increased to $60,000 .
- Performance metrics: None for directors; equity is time-based RSUs (no PSU metrics disclosed for director grants) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Dr. Chapman |
| MyOme, Inc. | Private company | — | Related-party ties exist for other Natera insiders (Executive Chairman Matthew Rabinowitz, Director Jonathan Sheena, CLO Daniel Rabinowitz, funds affiliated with Sequoia via Lead Independent Director), with an independent board committee overseeing Natera–MyOme transactions . No Chapman involvement disclosed . |
Expertise & Qualifications
- Advanced scientific credentials (Ph.D. Cambridge), broad operating/investing background across diagnostics, ventures, and innovation leadership; NACD Directorship Certified® .
- Academic engagement (Stanford adjunct lecturer) enhances domain expertise and governance perspective .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 28,273 (3,238 common + 25,035 options/RSUs vesting/exercisable within 60 days of Mar 15, 2025) |
| RSUs outstanding (as of Dec 31, 2024) | 3,086 |
| Options outstanding (as of Dec 31, 2024) | 25,035 |
| Ownership % of shares outstanding | <1% |
| Stock ownership guidelines | Directors: 3x annual cash retainer (raised to 5x Jan 2025); all directors were in compliance in 2024 |
| Hedging/pledging policy | Prohibited for employees and directors |
Governance Assessment
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Strengths:
- Independent director, chairing the Human Capital Committee with use of independent consultant (Aon) and stated absence of consultant conflicts; full committee independence and formal severance/change-of-control governance for executives .
- Strong engagement/attendance, regular executive sessions, and robust committee oversight of compensation and risk (including audit oversight of related party transactions and cybersecurity) .
- Director compensation predominantly in equity (time-based RSUs), aligning interests; adherence to stock ownership guidelines; hedging/pledging prohibited .
- Shareholder support signal: 2024 Say‑on‑Pay approval ~94.5% of votes cast, indicating broad investor alignment with compensation oversight .
-
Potential risks/red flags:
- Broader board related-party exposure via MyOme interlocks among other insiders; mitigated by establishment of an independent committee to oversee and approve terms (no Chapman involvement disclosed) .
- Classified board (staggered terms) may delay control changes; balanced by high independence and Lead Independent Director structure .
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Director compensation mix (signal): For 2024, Chapman’s compensation was $87,500 cash and $365,702 equity, indicating a heavy equity component and ownership alignment . Program increases in 2025 modestly lift director cash/equity levels amid company growth/complexity .