Roelof Botha

About Roelof Botha

Roelof Botha, age 51, serves as Lead Independent Director at Unity Software and is a Senior Steward at Sequoia Capital; he previously served as Unity’s Independent Chair from October 2023 to May 2024 . He has been on Unity’s board since 2009 and holds a B.S. in actuarial science, economics, and statistics from the University of Cape Town and an MBA from Stanford Graduate School of Business .

Past Roles

External Roles

Board Governance

• Independence: Board determined Botha is independent under NYSE standards .
• Board leadership: Executive Chair James M. Whitehurst; Botha serves as Lead Independent Director with authority over agendas, meeting schedules, information to the board, presiding over independent director sessions, and liaison duties to shareholders .
• Committee memberships: Audit Committee member (chair is Robynne Daly). Botha is identified as an “audit committee financial expert” .
• Committee meeting cadence (2024): Audit (8), Human Capital & Compensation (7), Nominating & Corporate Governance (5) .
• Attendance: Board met 5 times in 2024; each director attended at least 75% of aggregate board and committee meetings during their service period .

Fixed Compensation (Director Pay in 2024)

• Director Compensation Policy: Amended Sept 2023 and Apr 2024 with consultant Semler Brossy; clarified Chair vs Lead Independent Director distinctions without changing total compensation; annual RSU grant equals $285,000 minus any Cash Election, divided by closing stock price on annual meeting date .
• Change-in-control and death benefits: Outstanding director RSUs and any cash amounts elected vest fully immediately prior to closing of a change in control; death benefit accelerates 50% (if within first year of service) or 100% (after first year) of RSUs; similar pro-rata rules for any cash elections .

Performance Compensation

• Structure: Unity’s non-employee director compensation is RSU-based with time-based vesting; no performance metrics disclosed for director equity awards .
• Anti-hedging/anti-pledging: Company prohibits hedging and pledging of Unity stock for directors and employees .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership: Former CFO of PayPal; designated audit committee financial expert at Unity .
• Technology investing/strategy: Senior Steward at Sequoia; extensive public board experience in tech .
• Education: B.S. (Actuarial Science/Economics/Statistics), University of Cape Town; MBA, Stanford GSB .

Equity Ownership

• Large shareholders: Sequoia Capital entities held 32,365,162 shares (7.8%), and Silver Lake entities held 34,735,404 shares (8.4%), as of March 1, 2025; Botha expressly disclaims beneficial ownership of Sequoia-held shares .
• Convertible notes: Sequoia-affiliated and Silver Lake-affiliated entities purchased $1,000,000,000 principal of 2.0% Convertible Senior Notes due 2027; $20,000,000 interest paid in 2024; IRA provides registration rights; as of March 1, 2025, conversion would not have resulted in shares deliverable to Sequoia/Silver Lake given settlement terms .

Governance Assessment

• Board effectiveness: Botha’s audit expertise and role as Lead Independent Director strengthen oversight of financial reporting, risk (including cybersecurity/data privacy via audit committee remit), and governance process; independence affirmed by the Board under NYSE standards .
• Alignment: 2024 compensation taken entirely in equity ($319,985 RSU grant, no cash), plus meaningful beneficial ownership (577,438 shares), supports alignment with shareholder value; hedging/pledging prohibited; director ownership guidelines apply .
• Potential conflicts and mitigants:
  • RED FLAG: Sequoia’s significant ownership and participation in Unity’s $1B 2027 converts plus IRA rights introduces related-party exposure given Botha’s senior role at Sequoia .
  • Mitigants: Board’s independence determination; Audit Committee oversight of related-party transactions; Botha’s explicit disclaimer of Sequoia beneficial ownership; formal related-person transaction review policy .
• Attendance/engagement: Board met five times in 2024; all directors, including Botha, met or exceeded 75% attendance; audit committee met eight times, indicating active engagement in financial oversight .

Overall signal: Strong governance credentials and equity alignment, with a notable related-party nexus via Sequoia that is subject to formal oversight. Continued transparency on any Sequoia-linked transactions and Audit Committee recusal practices would further bolster investor confidence .