Ruth Williams-Brinkley
NateraAbout Ruth Williams-Brinkley
Independent director at Natera since March 2023; age 73; BS and MS in Nursing from DePaul University; long-tenured healthcare operator (Kaiser Permanente, CommonSpirit, Ascension affiliates) and currently principal of RWB Advisory Services (formed January 2024). Serves on Natera’s Human Capital Committee; board determined she is independent under Nasdaq rules and she is standing for re‑election as a Class I director at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser Foundation Health Plan of the Mid‑Atlantic States | President | Through Jan 2024 | Oversaw care delivery and health plan operations across DC/MD/VA regions. |
| Kaiser Foundation Health Plan and Hospitals of the Northwest | President | Nov 2017 – Jun 2020 | Regional leadership of integrated delivery and financing. |
| KentuckyOne Health (CommonSpirit affiliate) | President & CEO | 2011 – 2017 | Led Kentucky’s largest integrated health system. |
| Carondelet Health Network (Ascension affiliate) | President & CEO | 2008 – 2011 | Tucson market leadership. |
| Memorial Health Care System (CommonSpirit affiliate) | President & CEO | 2002 – 2008 | Chattanooga market leadership. |
| CommonSpirit Health | Corporate System VP | 1998 – 2002 | Corporate responsibilities across a large national system. |
| Early career | Nursing staff and management | Various | Clinical and managerial progression. |
| RWB Advisory Services | Founder | Formed Jan 2024 | Healthcare consulting/advisory services. |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Travere Therapeutics, Inc. | Director (since Sep 2021) | Public | Shared external board with Natera director Roy Baynes (interlock). |
| University of Phoenix | Director | Private | Education sector governance. |
| Results Physiotherapy (acquired 2021) | Former Director | Private | Board service until acquisition by Upstream Rehabilitation. |
| Chattem, Inc. (acquired 2009) | Former Director | Public (historical) | Service prior to Sanofi acquisition. |
| Non‑profits | Director | N/A | Multiple organizations (not enumerated). |
Board Governance
- Committee memberships: Human Capital Committee (member). Not a chair.
- Independence: Board determined Williams‑Brinkley is independent under Nasdaq rules; all HCC members meet Rule 10C independence.
- Attendance and engagement: Board met 5 times in 2024; all directors attended at least 75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting. HCC held 5 meetings in 2024, with independent consultant Aon engaged and regular succession oversight.
- Executive sessions: Independent directors hold executive sessions at board and committee meetings.
- Compensation committee interlocks: None—no Natera executive served on another company’s board/comp committee with reciprocal ties in 2024.
- Governance safeguards: Lead Independent Director role (Roelof Botha); fully independent committees; prohibition on hedging/pledging company stock; director compensation capped per plan ($900k annually; $1.25m in initial year).
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Board member cash retainer (2024) | $55,000 | Standard annual cash retainer for non‑employee directors. |
| Human Capital Committee member retainer (2024) | $10,000 | Committee membership fee (HCC). |
| Total fees earned in cash (2024) | $65,000 | Williams‑Brinkley elected to receive retainers entirely in cash. |
| Director compensation cap (per year) | $900,000 | Aggregate cash+equity cap; $1,250,000 in initial appointment year. |
Performance Compensation
| Equity Component | Grant Value | Vesting & Terms | Notes |
|---|---|---|---|
| Annual RSU award (2024) | $325,000 | Vests in full after 12 months of continuous board service. | |
| Annual RSU award (2025 program change) | $355,000 | Effective beginning 2025; same 12‑month vesting. | |
| Initial RSU upon joining board (if applicable) | $425,000 | Vests in equal annual installments over 3 years. | |
| Chair/Lead Ind. Director equity retainer | $45,000 | Granted as RSUs; 25% immediate, remainder quarterly over 9 months; not applicable to Williams‑Brinkley. | |
| Change‑of‑control treatment (director awards) | N/A (term) | Director RSUs become fully vested upon change in control if service continues to closing. | |
| Clawback policy (equity) | N/A (term) | All awards subject to company clawback/recoupment policies per law. |
Other Directorships & Interlocks
| External Board | Shared Natera Director(s) | Interlock Risk View |
|---|---|---|
| Travere Therapeutics, Inc. | Roy Baynes (Travere director since 2016); Williams‑Brinkley (since 2021) | Information flow interlock across two Natera directors; monitor for related‑party exposure (none disclosed involving Williams‑Brinkley). |
Expertise & Qualifications
- Deep operating experience in integrated health systems and managed care; former president across multiple Kaiser regions and large Catholic health systems; nursing clinical background (BS/MS DePaul).
- Human capital, succession, and executive compensation oversight through HCC service; Aon engaged as independent consultant; committee oversaw CEO/executive compensation and succession planning in 2024.
- Current governance exposure across biopharma (Travere) and education (University of Phoenix).
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| RSUs outstanding (12/31/2024) | 2,964 | Director RSUs under standard program. |
| Options outstanding (12/31/2024) | 11,830 | Non‑employee director option holdings. |
| Options granted since plan inception (to 3/31/2025) | 11,830 | Cumulative under equity plan. |
| Beneficial ownership counted within 60 days (as of 3/15/2025) | 8,214 shares | Options/RSUs exercisable/vesting within 60 days. |
| Shares outstanding (as of 3/15/2025) | 135,539,896 | Basis for % calc. |
| Ownership % of shares outstanding | ~0.006% (8,214 / 135,539,896) | Below 1% threshold. |
| Hedging/pledging status | Prohibited by company policy; no pledges noted that could cause change of control. | |
| Director stock ownership guidelines | Directors subject to stock ownership guidelines (amount not specified in proxy). |
Fixed vs. Equity Mix (2024 Director Compensation)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (board + HCC member) | $65,000 | All in cash (no RSUs in lieu of cash). |
| Equity awards (RSUs grant date fair value) | $320,972 | Annual director equity award; vests per program. |
| Total | $385,972 | Director compensation disclosed for 2024. |
Potential Conflicts & Related‑Party Exposure
- No Williams‑Brinkley‑specific related‑party transactions disclosed; company does disclose extensive MyOme relationships involving other insiders with an independent committee overseeing them.
- Hedging/pledging prohibited; company notes no arrangements (including pledges) that may result in change of control.
- Travere interlock with Roy Baynes could create information flow overlap; no transactions or conflicts disclosed involving Williams‑Brinkley.
Risk Indicators & RED FLAGS
- RED FLAG (interlock): Two Natera directors (Williams‑Brinkley and Baynes) serve on Travere’s board—monitor for committee overlap or information advantages; no related transactions disclosed.
- Attendance: Satisfactory—≥75% at board/committee meetings; attended 2024 annual meeting.
- Policies: Company forbids hedging/pledging; clawback policy covers equity awards; independent compensation consultant with no conflicts.
Governance Assessment
Williams‑Brinkley strengthens Natera’s HCC with deep healthcare operations expertise and clinical background; independence confirmed and attendance satisfactory. Compensation mix skews toward equity (annual RSUs with standard vesting), but her personal beneficial ownership is modest (<1%), typical for outside directors; guidelines apply though compliance status is not individually disclosed. The Travere interlock with Roy Baynes warrants monitoring for potential information advantages, but no related‑party transactions or conflicts are disclosed involving Williams‑Brinkley, and governance controls (independent committees, clawback, hedging/pledging prohibitions, external consultant) support investor confidence.