Jonathan Rothberg
About Jonathan M. Rothberg, Ph.D.
Jonathan M. Rothberg, age 61, is a director of Quantum‑Si; he founded Legacy Quantum‑Si, served as Executive Chairman (2015–2020), Interim CEO (Feb–Oct 2022), and Chairman until May 27, 2024 before transitioning to director status . He holds a Ph.D., M.Phil., and M.S. in biology from Yale University and a B.S. in chemical engineering from Carnegie Mellon University, and is widely recognized for founding multiple genomics and biotech companies (454 Life Sciences, Ion Torrent, RainDance, CuraGen) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum‑Si (Legacy Quantum‑Si / Q‑SI Operations Inc.) | Founder; Executive Chairman; CEO (Legacy); Interim CEO; Chairman; Director | Executive Chair: Dec 2015–Nov 2020; CEO: Dec 2015–Nov 2020; Interim CEO: Feb–Oct 2022; Chairman: Jun 2021–May 27, 2024; Director: current | Founder and strategic leader; transitioned from Chair to Director in May 2024 |
| Ion Torrent Systems, Inc. | Founder; Chairman; CEO; CTO | 2007–2010 | Pioneered semiconductor sequencing |
| RainDance Technologies, Inc. | Founder; Chairman; CEO | 2004–2009 | Microfluidics innovations |
| 454 Life Sciences Corporation | Founder; Chairman; CEO; CTO | 1999–2006 | Early next‑gen sequencing platform |
| CuraGen Corporation | Founder; Chairman; CEO | 1993–2004 | Genomics company; public company leadership |
| ClarifI, Inc. | Co‑founder; Chairman | 1999–2007 | Strategic advisory in diagnostics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Butterfly Network, Inc. (public) | Director; Interim CEO (prior) | Interim CEO: Mar 2014–Apr 2020; Director: current | Ongoing board oversight; portable ultrasound innovation |
| Yale School of Medicine | Adjunct Professor of Research of Genetics | Since July 2015 | Academic research engagement |
| 4Catalyzer medical technology incubator (private) | Founder and Chairman; affiliated entities include Hyperfine, AI Therapeutics, identifeye Health, Detect, Liminal Sciences, Protein Evolution | Ongoing | Platform for cross‑company technology sharing; multiple interlocks with QSI |
Board Governance
- Structure and independence: QSI is a controlled company under Nasdaq rules due to Dr. Rothberg’s majority voting power; the board nonetheless maintains a majority of independent directors (8 of 10) . Dr. Rothberg is not classified as independent .
- Committee assignments: Current standing committees (Audit; Compensation; Nominating & Corporate Governance) do not list Dr. Rothberg as a member or chair .
- Attendance and engagement: In FY2024, the board met 5 times and committees met 14 times; no director fell below 75% attendance .
- Controlled company considerations: His voting control enables election outcomes and advisory vote approvals, concentrating governance influence .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Committee/Chair Fees Included | Equity Type | Equity Grant Date | Equity Fair Value ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 72,047 | Included in fees per policy | Stock Options | May 16, 2024 (annual director grant) | 145,000 | 217,047 |
Policy detail:
- Annual director cash retainer $50,000; Chairman retainer $50,000; committee chair/member retainers per schedule (Audit chair $20k; Audit member $10k; Comp chair $15k; Comp member $7.5k; N&G chair $10k; N&G member $5k) .
- Annual equity: options with grant‑date fair value $145,000, vesting over the period between annual meetings; initial RSUs of $285,000 for new directors vest over 3 years .
Performance Compensation (Director)
| Award | Metric Linkage | Grant Detail | Vesting | Value/Count |
|---|---|---|---|---|
| Annual Director Options | None (time‑based) | Annual grant post‑meeting | Vests at next annual meeting, continuous service required | $145,000 FV; 113,281 options granted in 2024 |
| Advisory Agreement Option (non‑board comp) | None (service‑based consulting) | 250,000 options granted Mar 2023 for advisory services | Per 2021 Plan terms (not performance‑based) | 250,000 options |
No director‑level performance metrics (revenue, EBITDA, TSR, ESG) are disclosed for Dr. Rothberg’s director equity; annual grants are time‑vested .
Other Directorships & Interlocks
| Entity | Type | Relation/Role | Interlock/Transaction |
|---|---|---|---|
| Butterfly Network, Inc. | Public | QSI director also serves on Butterfly board | Governance interlock; information flow potential |
| 4Catalyzer (and affiliates) | Private | Founder/Chair; family‑controlled ecosystem | Historic and ongoing services/licenses between QSI and 4C affiliates (see Related Party) |
| Protein Evolution, Inc. (PEI) | Private | Chairman; family‑controlled | Collaboration with QSI on protein engineering; terminated May 1, 2024 |
Expertise & Qualifications
- Deep technical expertise in genomics, sequencing, microfluidics; serial founder across multiple life sciences platforms .
- Academic credentials in biology (Yale) and chemical engineering (CMU); adjunct professor role strengthens scientific governance .
- Prior public company leadership (CuraGen, 454, Ion Torrent) and current public board experience (Butterfly Network) .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Options Exercisable (≤60 days) | Total Voting Power % |
|---|---|---|---|---|---|---|
| Jonathan M. Rothberg, Ph.D. (incl. affiliated entities) | 14,163,134 | 8.66% | 19,937,500 | 100% | 430,361 | 73.48% |
Notes:
- Beneficial ownership includes shares held directly, by spouse, by multiple LLCs/trusts, and options exercisable within 60 days; he disclaims beneficial ownership of spouse’s and 23rd Century Capital LLC’s shares .
- Each Class B share carries 20 votes; his holdings confer majority voting control .
Governance Assessment
- Strengths: Foundational scientific expertise and company‑specific knowledge; broad life sciences network; significant personal capital at risk via substantial equity holdings .
- Risks and RED FLAGS:
- Controlled company status with concentrated voting power (73.48%), enabling unilateral influence over elections and advisory items .
- Extensive related‑party transactions with 4Catalyzer affiliates (services, subleases, technology licenses), creating potential conflicts of interest and information asymmetries .
- Advisory Agreement with personal option grant (250,000) while serving as board chair/director may raise questions on role clarity and independence .
- Multiple exclusive licenses to family‑controlled entities (Detect, LAM Therapeutics, identifeye Health, PEI) with royalty and fee structures; although some collaborations were terminated, residual rights persist (e.g., exclusive perpetual licenses) .
- Mitigants: Termination of PEI collaboration effective May 1, 2024; cessation of certain related leases (e.g., PB & AJ Express; office leases ended June 2023) reducing direct cash flows to family entities; use of independent compensation consultant (Aon) for executive comp .
Related Party Exposure (Detail)
| Transaction | Counterparty | Terms | FY2024/FY2023 Cash Impact |
|---|---|---|---|
| Master Services Agreement (MSA) for admin/IT/legal/HR services | 4Catalyzer (4C) | Services via statements of work post‑Business Combination; QSI may engage 4C as needed | ~$276,000 (2024); ~$484,000 (2023) |
| Historic lease arrangements | PB & AJ Express, LLC (managed by Michael Rothberg) | Month‑to‑month lease; ended June 2023 | ~$156,400 (2023); none in 2024 |
| Subleases/licenses for office space | 4C (Oceanco LLC; unrelated landlords) | Per diem/month‑to‑month; no formal rental agreements | Included in MSA totals; immaterial components |
| Technology & Services Exchange (TSEA) + Exclusive Licenses | Detect; LAM Therapeutics; identifeye Health; Protein Evolution | Perpetual exclusive licenses; identifeye: $100,000 upfront + mid‑single‑digit royalties; PEI low single‑digit royalties; PEI collaboration terminated May 1, 2024 | Ongoing license rights; no FY2024 amounts due from PEI; ~$280,000 due FY2023 (settled) |
Director Compensation Mix and Ownership Alignment
- Mix: 2024 director pay was predominantly equity‑based via options ($145,000 FV), with cash fees of $72,047; annual grants are time‑vested and align incentives with TSR without short‑term meeting fees .
- Alignment: Material beneficial ownership and control (Class B) provide strong “skin‑in‑the‑game,” but super‑voting structure can misalign with minority shareholder preferences .
- Hedging/pledging: Company insider trading policy restricts hedging, margin accounts, and pledged securities; no specific disclosure of pledged QSI shares by Dr. Rothberg .
Independence, Attendance, and Engagement
| Attribute | Status |
|---|---|
| Independence | Not independent (controlled company; not listed among independent directors) |
| Committee roles | None disclosed on standing committees (Audit/Comp/N&G) |
| Attendance | ≥75% (no director below threshold in FY2024) |
| Years on QSI board | Since Business Combination closing (June 2021) |
Other Notes on Compensation Governance (Company‑Level)
- Compensation Committee uses independent consultant (Aon Human Capital Solutions); affirmed independence under SEC/Nasdaq rules .
- Executive Severance Plan: double‑trigger change‑in‑control benefits include salary+target bonus with multipliers (CEO 1.5x; other execs 1.0x) and full vesting of outstanding unvested equity for participants; COBRA contributions provided (12–18 months) .
Equity Holdings (Director‑Level Grants Outstanding)
| Instrument | Quantity (as of FY2024 year‑end) | RSUs |
|---|---|---|
| Stock Options (director) | 543,642 | 0 |
RED FLAGS
- Majority voting control via Class B (73.48%) and ability to determine outcomes on director elections and say‑on‑pay, diminishing minority shareholder influence .
- Breadth of related‑party services and exclusive licenses to family‑controlled entities (Detect, LAM Therapeutics, identifeye Health, PEI; 4C MSA), posing recurring conflict‑of‑interest risks .
- Advisory Agreement option grant while board chair/director, potentially blurring lines between governance oversight and compensated services .