Table of Contents

​

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NATERA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

​

​

​

​

​

​

​

​

​

​

​

​

​

Table of Contents

​

Voluntary Electronic Delivery of Proxy Materials

A Sustainable Future Demands Informed Strategic Decisions Today

Environmental Impact Statement

Combined with your adoption of electronic delivery of proxy materials, and the elimination of 15,687* printed sets of proxy materials, we can reduce the impact on the environment by:

​

Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visit www.papercalculator.org.

​

*  Number of our stockholders in 2023 who elected to receive proxy materials electronically instead of hard copy.

​

​

​

Table of Contents

​

​

April 24, 2024

Dear Stockholder:
​

​

​

Table of Contents

​

​

​

​

​

Notice of Annual Meeting for 2024 Annual Meeting of Stockholders

​

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement and vote by following the instructions in the Notice of Internet Availability of Proxy Materials (the Notice) that you received and submit your proxy by the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. If you hold your shares through an account with a broker, bank, trustee, or other nominee, please follow the instructions you receive from them to vote your shares. You may change or revoke your proxy at any time before it is voted at the virtual Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About Procedural Matters.”

​

​

​

​

​

​

Table of Contents

​

​

​

Table of Contents

​

Proxy Summary

​

Table of Contents

Proxy Summary

Business Performance Highlights and Recent Strategic Updates

Table of Contents

Proxy Summary

Our Board of Directors

The following is an overview of our Board of Directors as of April 1, 2024. Our Class III directors are each standing for re-election at our 2024 Annual Meeting. Additional information about each director can be found starting on page 8 of this proxy.

​

​

​

​

Table of Contents

Proxy Summary

Board Skills, Expertise & Experience

​

Board Highlights

​

Four out of our last five director appointments have been women:

​

Table of Contents

Proxy Summary

Corporate Governance Highlights

​

​

​

Table of Contents

Proxy Summary

Executive Compensation Highlights

The following charts illustrate the pay mix of our CEO and of our other named executive officers (NEOs) in 2023. Our CEO’s pay mix comprised 94% variable, at-risk compensation. 50% of his total target compensation was performance-based, primarily in the form of performance-based restricted stock units (PSUs). Our other NEOs’ pay mix comprised 90% variable, at-risk compensation, and 48% of total target compensation was performance-based, also primarily in the form of PSUs.

​

​

​

​

Table of Contents

​

Proposal One

Election Of Directors

General

Our board of directors may establish the authorized number of directors from time to time by resolution. The number of authorized directors is currently ten. Our board of directors is currently comprised of ten members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Our amended and restated certificate of incorporation and amended and restated bylaws that are currently in effect authorize only our board of directors to fill vacancies on our board of directors until the next annual meeting of stockholders. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

All of our director nominees have indicated their willingness to serve if elected, but if any of our director nominees should be unable or unwilling to stand for election, the shares represented by proxy may be voted for a substitute designated by our board of directors, unless a contrary instruction is indicated on the proxy.

In addition to the information set forth below regarding our director nominees and the skills that led our board of directors to conclude that these individuals should serve as directors, we believe that all of our director nominees have a reputation for integrity, honesty and adherence to the highest ethical standards. We believe they each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and their board of director duties.

Nominees

Three Class III directors have been nominated for election at the Annual Meeting, each for a three-year term expiring in 2027, or until such director’s successor has been duly elected and qualified. Upon the recommendation of our nominating, corporate governance and compliance committee, our board of directors has nominated Roelof Botha, Steven Chapman, and Matthew Rabinowitz for re-election as Class III directors.

​

Table of Contents

Proposal One Election Of Directors

Information Regarding the Nominees and Other Directors

Nominees for Class III Directors For Terms Expiring in 2027

​

​

​

Table of Contents

Proposal One Election of Directors

​

Incumbent Class II Directors With Terms Expiring in 2026

​

Table of Contents

Proposal One Election Of Directors

Table of Contents

Proposal One Election of Directors

Incumbent Class I Directors With Terms Expiring in 2025

​

​

Table of Contents

Proposal One Election Of Directors

​

Table of Contents

Proposal One Election of Directors

​

See “Corporate Governance” and “Corporate Governance — Director Compensation” below for additional information regarding our board of directors.

Family Relationship

Our Chief Legal Officer, Daniel Rabinowitz, is the brother of our Executive Chairman, Matthew Rabinowitz. Please see Daniel Rabinowitz’s biography in the section titled “Executive Officers” below. Other than this relationship, there are no family relationships among any of our directors or executive officers.

Vote Required

The election of directors requires a plurality vote of the shares of common stock voted at the meeting. “Plurality” means that the individuals who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of withholding, abstention or a broker non-vote) will not be counted in such nominee’s favor.

​

​

​

Table of Contents

​

Proposal Two
Ratification of the Appointment of Independent Registered Public Accounting Firm

General

​

Our audit committee has appointed the firm of Ernst & Young LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2024. Ernst & Young LLP has audited our financial statements since the year ended December 31, 2011.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of the company and its stockholders.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because it values our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP will attend the virtual Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

Vote Required

The affirmative vote of a majority of votes cast is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Abstentions will have no effect on the outcome of this proposal. If this proposal does not receive the affirmative vote of a majority of the votes cast on the proposal, the audit committee will reconsider the appointment.

Principal Accounting Fees and Services

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by Ernst & Young LLP during the years ended December 31, 2023 and 2022:

​

​

Table of Contents

Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee, or the chair of our audit committee, if such approval is needed between meetings of the audit committee, pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All audit services for 2023 were pre-approved by our audit committee.

​

​

​

​

Table of Contents

​

Proposal Three
Advisory Vote on Executive Compensation

In accordance with SEC rules, stockholders are being asked to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement. This is commonly referred to as a “Say-On-Pay” proposal.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. As described further in the “Executive Compensation” section of this proxy statement, including the “Compensation Discussion and Analysis” and the related tables and narrative, the primary goals of our compensation program are to attract, retain and motivate highly qualified employees, motivate the performance of our employees towards, and reward the achievement of, clearly defined corporate goals, and align our employees’ long-term interests with those of our stockholders.

Our compensation committee has continued to utilize a compensation program that encourages, incentivizes and rewards performance. Our compensation committee believes that this philosophy significantly contributed to our success in the year ended December 31, 2023, which was another milestone year for us, driven by strong performance in our financial and operating results, clinical data generation, and commercial activities across all areas of focus in the business.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), we are asking stockholders to vote on the following resolution:

RESOLVED, that the Company’s stockholders hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2024 annual meeting of stockholders, pursuant to the compensation disclosure rules of the SEC, including the 2023 Summary Compensation Table and the accompanying tables and narrative, including the “Compensation Discussion and Analysis.”

​

Vote Required

The affirmative vote of a majority of votes cast is required to approve, on an advisory (non-binding) basis, this “Say-On-Pay” Proposal. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the meeting.

This “Say-On-Pay” vote is advisory, and therefore not binding on our compensation committee or board of directors. Our board of directors and our compensation committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when evaluating our executive compensation programs. We have determined to hold an advisory vote to approve, on a non-binding advisory basis, the compensation of our named executive officers annually, and the next such advisory vote will occur at the 2025 annual meeting of stockholders.

​

​

​

Table of Contents

​

Proposal Four

Approval of Amended and Restated 2015 Equity Incentive Plan

The Background of the Amended and Restated 2015 Equity Incentive Plan

We are asking stockholders to approve an amendment and restatement of our 2015 Equity Incentive Plan (as amended and restated, the Amended Plan). Our board of directors has approved the Amended Plan, subject to stockholder approval at the Annual Meeting. As of December 31, 2023, 3,332,104 shares remained available for grant under the Natera, Inc. 2015 Equity Incentive Plan (Existing Plan). As of such date, awards covering 13,522,868 shares were outstanding under the Existing Plan.

The Amended Plan increases the number of shares available for future grant by six million. Our compensation committee and our board of directors believe that this share increase is necessary to ensure that we have a sufficient reserve of shares available to enable us to make equity award grants that attract and retain the services of key individuals essential to our long-term growth and success. The Existing Plan was originally adopted by our board of directors on June 18, 2015 and has a ten year term which expires on June 18, 2025. In order to allow us to continue to grant equity awards to eligible service providers under this plan, we are proposing to amend and restate the Existing Plan to, among other things:

Why Stockholders Should Vote to Approve the Amended Plan

Equity Compensation Is Important in a Competitive Labor Market

In the biotechnology industry, and particularly in the San Francisco Bay Area where we have an office and laboratory facilities, there is significant competition for experienced and educated individuals with the skills necessary to execute our strategy and advance our business. Our success depends on our ability to attract and retain such highly qualified personnel. To compete in a competitive market for talent, we believe that it is important to offer competitive compensation packages that include equity and cash components. Equity compensation is an important part of our employment value proposition.

Table of Contents

Corporate Governance

Equity Awards Are a Key Part of Our Compensation Program

Equity compensation is a key element of the total compensation we provide because equity grants align our employees’ and directors’ interests with those of our other stockholders, effectuate a culture of ownership among our employees and other recipients, and preserve our cash resources. Equity incentives link long-term performance and payouts through the value of our shares. We believe that employees and other recipients with a personal stake in our future success are motivated to achieve our objectives and increase stockholder value. These unique and valuable aspects of equity compensation have made it a key element of our compensation strategy, and thus we grant equity compensation to individuals across multiple levels of our organization to provide opportunities to participate in ownership of the Company.

Equity Compensation Is Important to Talent Acquisition and Retention

Equity compensation is important to our ability to attract, motivate and retain employees and officers and, as noted above, to be successful in the competitive market for highly skilled individuals. We use equity incentives as a key tool to motivate and reward recipients to execute our long-term strategy and, through their equity, share in the stockholder value they create. Long-term equity grants also promote retention because recipients usually must remain in service in order for their equity to vest.

Monitoring of Dilution, Burn Rate and Overhang

In connection with contemplating the number of shares to authorize for issuance under the Amended Plan, our compensation committee considered the potential dilution to current stockholders, as measured by the burn rate and overhang, and projected future share usage, among other things. Our compensation committee is cognizant that our equity compensation programs have a dilutive effect on our stockholders, and continuously strives to balance this concern with our need to compete for and motivate employee talent using practices that are prevalent in the market, including equity grants.

If the Amended Plan is approved, potential dilution from existing outstanding equity awards plus shares available for future awards, each as of March 31, 2024, and the 6,000,000 additional shares reserved for issuance, totals 19.80% of shares outstanding. Of this, approximately 2.87% of shares outstanding represent outstanding vested stock options held by our co-founder and executive chairman, reflecting his continued confidence and belief in our company’s business and long term prospects. Compared to the potential share dilution resulting from recent share requests of peer companies in our Global Industry Classification Standard industry group with a market capitalization between $1,000,000,000 and $2,000,000,000, our potential dilution falls below the median of 20.59% dilution, at the 45th percentile of such requests. Compared to the potential share dilution resulting from the share requests of such peer companies that have conducted share requests each year for the preceding five years, our potential dilution falls at the 31st percentile, significantly below the median of 23.84% dilution.

The Size of Our Share Reserve Request Is Reasonable

If our request to approve the Amended Plan and its share reserve is approved, we will have approximately 8,318,170 shares available for grant after the Annual Meeting. The shares of our common stock that will be available for future awards under the Amended Plan is estimated, based on our current plans and operating assumptions, to last for approximately one year (i.e., until our 2025 annual meeting of stockholders), which we believe is a reasonable equity compensation spending rate that is within a market range. However, while this estimate is based on our current plans and operating assumptions, there can be no guarantee that future events, including changes in future business conditions and our stock price, will not require us to grant equity awards more rapidly or slowly than currently expected.

Reasons for the Amended Plan Proposal

Stockholder approval of the Amended Plan is necessary in order for us to (1) meet the stockholder approval requirements of the Nasdaq Stock Market (Nasdaq)and (2) grant incentive stock options (ISOs).

Table of Contents

Corporate Governance

Consequences if the Amended Plan is Not Approved

If the Amended Plan is not approved by our stockholders, we will be subject to the current share limit set forth in the Existing Plan and the Existing Plan will terminate as of June 18, 2025, the tenth anniversary of the date our board of directors originally adopted the plan. We believe our ability to recruit, retain and incentivize top talent will be adversely affected if the Amended Plan is not approved. The Amended Plan is the only plan that allows us to grant equity awards to our current employees and other service providers. If we are not able to grant equity awards under the Amended Plan, we will be forced to increase the cash component of our compensation programs, which we believe will adversely impact our business.

Material Terms of the Amended Plan

The material terms of the Amended Plan are summarized below. This summary, however, is not intended to be a complete description of the Amended Plan and is qualified in its entirety by reference to the complete text of the Amended Plan, which is attached to this proxy statement as Appendix A. To the extent there is a conflict between the terms of this summary and the Amended Plan, the terms of the Amended Plan will control.

Types of Awards 

The Amended Plan provides for the grant of stock options to purchase shares of our common stock (including ISOs or nonstatutory stock options (NSOs)), stock appreciation rights (SARs), restricted shares, and stock units (collectively, awards).

Eligibility

Employees (including officers), non-employee directors, and consultants who render services to us or our affiliates (whether now existing or subsequently established) are eligible to receive awards under the Amended Plan. As of April 23, 2024, approximately 3,712 persons (including six executive officers and seven non-employee directors) were eligible to participate in the Amended Plan.

Administration

The Amended Plan may be administered by our board of directors or by one or more committees to which the board of directors delegates such administration (as applicable, the Administrator). Our compensation committee will act as the Administrator of the Amended Plan pursuant to a delegation of authority from our board of directors, and the compensation committee will have complete discretion to make all decisions relating to the Amended Plan and outstanding awards, including modifications of outstanding awards.

Share Reserve

The aggregate number of shares of our common stock that may be issued under the Amended Plan shall not exceed the sum of (a) 24,198,178 shares, (b) the number of shares reserved under the Company’s 2007 Stock Plan, as amended (2007 Plan) that are not issued or outstanding on the date the Amended Plan is approved by our stockholders, (c) any shares that are outstanding under the 2007 Plan on the date the Amended Plan is approved by our stockholders and that subsequently expire or lapse unexercised and shares issued pursuant to the awards granted under the 2007 Plan that are outstanding on the date the Amended Plan is approved by our stockholders and are subsequently forfeited or repurchased by us, and (d) the additional shares returned to the share reserve pursuant to the following paragraph, provided that no more than 694,730 shares, in the aggregate, are added to the Amended Plan pursuant to clauses (b) and (c).

In general, to the extent that awards under the Amended Plan are forfeited or expire for any reason before being exercised or settled in full, the shares subject to such awards shall again become available for issuance under the Amended Plan. If SARs are exercised or stock units are settled, then only the number of shares (if any) actually issued to the participant shall reduce the number of shares available under the Amended Plan. If restricted shares or shares issued upon exercise of options are reacquired by us pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares shall again become available for issuance under the Amended Plan.

Table of Contents

Corporate Governance

Shares applied to pay the exercise price of options or to satisfy tax withholding obligations related to an award shall again become available for issuance under the Amended Plan. Further, to the extent an award is settled in cash rather than shares, the cash settlement shall not reduce the number of shares available under the Amended Plan.

In addition, the number of shares that we may issue under the Amended Plan will not be reduced by the number of shares subject to any awards we grant in substitution or assumption of any outstanding awards that were previously issued by a corporation acquired by us, provided that shares subject to any award that is assumed or substituted by us will not again become available for grant to the extent the assumed or substituted award is later forfeited, expired or settled in cash.

Annual Limit on Compensation of Non-Employee Directors

The aggregate grant date fair value of awards granted to each non-employee director during any fiscal year, together with the value of any cash compensation paid to the non-employee director during such fiscal year, may not exceed $900,000 per non-employee director. This limit is increased to $1,250,000 in the fiscal year a non-employee director is initially appointed or elected to our board of directors. Compensation paid to an individual for services as an employee or consultant, but not as a non-employee director, will not count towards these limitations.

Incentive Stock Option Limit

No more than 24,892,908 shares of our common stock may be issued under the Amended Plan upon the exercise of ISOs.

No Repricings

Other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers, spin-offs and certain other similar transactions, unless stockholder approval is obtained, neither the Administrator nor any other person may decrease the exercise price of any outstanding option or SAR after the date of grant, cancel or allow an optionee to surrender an outstanding option or SAR to us as consideration for the grant of a new option or SAR with a lower exercise price or the grant of another type of award the effect of which is to reduce the exercise price of any outstanding option or SAR or take any other action with respect to an option or SAR that would be treated as a repricing under the rules and regulations of the Nasdaq.

Stock Options and Stock Appreciation Rights

The per share exercise price of stock options granted under the Amended Plan is determined by the Administrator in its discretion; provided, however, that unless an option is intended to comply with Code Section 409A, the exercise price may not be less than 100% of the fair market value of a share of our common stock on the date the option is granted. The exercise price of options granted under the Amended Plan may be paid in cash or, with the Administrator’s consent:

An optionee who exercises a SAR receives the increase in value of a share of our common stock over the exercise price. The exercise price for SARs may not be less than 100% of the fair market value of a share of our common stock on the date the SAR is granted. Amounts paid with respect to SARs may be made in cash, in shares, or any combination thereof.

Table of Contents

Corporate Governance

Options and SARs vest as determined by the Administrator at the time of grant. Options and SARs expire at the time determined by the Administrator, up to a maximum of ten years from the date of grant. They generally expire earlier if the optionee’s service terminates prior to the expiration of the original term.

The aggregate fair market value, determined at the time of grant, of shares of our common stock that are exercisable with respect to ISOs for the first time by an optionee during any calendar year under all of our equity plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Shares

Restricted shares may be granted under the Amended Plan in consideration for (a) cash or cash equivalents, (b) property, (c) past or future services, (d) full-recourse promissory notes, (e) cancellation of other equity awards or (f) any other form of legal consideration approved by the Administrator. Restricted shares may be subject to vesting, which is tied to service, attainment of performance-based conditions, or a combination of both, as determined by the Administrator. Recipients of restricted shares generally have all of the rights of a stockholder with respect to those shares, including voting rights, however any dividends and other distributions on restricted shares will generally be subject to the same conditions and restrictions as the underlying shares to which they were paid.

Stock Units

Stock units may be granted under the Amended Plan for no consideration. In general, these awards will be subject to vesting, as determined by the Administrator. Vesting may be tied to length of service, attainment of performance-based conditions, or a combination of both, as determined by the Administrator. Settlement of vested stock units may be made in cash, shares or any combination thereof, as determined by the Administrator. Recipients of stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. At the Administrator’s discretion and pursuant to the Amended Plan, dividend equivalents on stock units will be subject to the same vesting conditions and restrictions as the stock units to which they attach.

Changes in Capital Structure

In the event of certain changes in our capitalization, including a stock split, a stock dividend, or a combination or consolidation of the outstanding shares (by reclassification or otherwise) into a lesser number of shares, adjustments will automatically be made to (a) the number and kind of shares reserved for issuance under the Amended Plan and the limit on ISOs, and (b) the number and kind of shares subject to each outstanding award and/or the exercise price of each outstanding award. In the event of an extraordinary dividend, a recapitalization, a spin-off or similar occurrence, the Administrator shall, in its sole discretion, make one or more of the foregoing adjustments as it deems appropriate.

Corporate Transactions

In the event that we are a party to a merger, consolidation, or a change in control transaction, all outstanding awards will be governed by the terms of the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which we are a party, in a manner determined by the Administrator). Such treatment may include any of the following actions with respect to each outstanding award:

Table of Contents

Corporate Governance

The Administrator also has the discretion, either at the time an award is granted or at any time while the award remains outstanding, to accelerate the vesting upon the occurrence of a change of control, whether or not the award is to be assumed or replaced in the transaction, or in connection with a termination of the participant’s service following the transaction.

For this purpose, a change in control transaction includes:

Clawback Policy

All awards granted under the Amended Plan, all amounts paid under the Amended Plan and all shares of our common stock issued under the Amended Plan will be subject to recoupment, clawback or recovery by us in accordance with applicable law and policy adopted by us.

Amendments or Termination

Our board of directors may amend or terminate the Amended Plan at any time and for any reason and no awards will be made under the Amended Plan after it is terminated. If not terminated earlier by our board of directors, the Amended Plan will automatically terminate ten years after the later of (a) the date when our board of directors approves the Amended Plan or (b) the date when our board of directors approves the most recent increase in our share reserve that was also approved by our stockholders.

Certain Federal Income Tax Aspects of Awards Granted Under the Amended Plan

This is a general summary of the federal income tax aspects of awards that may be made under the Amended Plan based on existing U.S. federal income tax laws. It does not describe a number of special tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences of a holder’s death. The tax consequences of awards granted under the Amended Plan depend upon the type of award.

Incentive Stock Options

No taxable income is recognized by an optionee upon the grant or vesting of an ISO, and no taxable income is recognized at the time an ISO is exercised unless the optionee is subject to the alternative minimum tax. The excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares is includable in alternative minimum taxable income.

If the optionee holds the purchased shares for more than one year after the date the ISO was exercised and more than two years after the ISO was granted (required ISO holding periods), then the optionee will generally recognize long-term capital gain or loss upon disposition of such shares. The gain or loss will equal the difference between the amount realized upon the disposition of the shares and the exercise price paid for such shares. If the

Table of Contents

Corporate Governance

optionee disposes of the purchased shares before satisfying either of the required ISO holding periods, then the optionee will recognize ordinary income equal to the fair market value of the shares on the date the ISO was exercised over the exercise price paid for the shares (or, if less, the amount realized on a sale of such shares). Any additional gain will be a capital gain and will be treated as short-term or long-term capital gain depending on how long the shares were held by the optionee.

Nonstatutory Stock Options

No taxable income is recognized by an optionee upon the grant or vesting of an NSO. The optionee will generally recognize ordinary income in the year in which the option is exercised equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. If the optionee is an employee or former employee, the optionee will be required to satisfy the tax withholding requirements applicable to such income. Upon resale of the purchased shares, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the optionee.

Restricted Shares

A participant who receives an award of restricted shares generally does not recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income when the shares vest, subject to withholding if the participant is an employee or former employee. The amount of taxable income is equal to the fair market value of the shares on the vesting date(s) less the cash, if any, paid for the shares. Alternatively a participant may make a one-time election to recognize income at the time the participant receives restricted shares in an amount equal to the fair market value of the restricted shares (less any cash paid for the shares) on the date of the award by making an election under Section 83(b) of the Code.

Stock Units

In general, no taxable income results upon the grant of a stock unit. The recipient will generally recognize ordinary income, subject to withholding if the recipient is an employee or former employee, equal to the fair market value of the shares that are delivered to the recipient upon settlement of the stock unit. Upon resale of the shares acquired pursuant to a stock unit, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the recipient.

Stock Appreciation Rights

In general, no taxable income results upon the grant of a SAR. A participant will generally recognize ordinary income in the year of exercise equal to the value of the shares or other consideration received. In the case of a current or former employee, this amount is subject to withholding.

Section 409A

The foregoing description assumes that Section 409A of the Code does not apply to an award. In general, options and SARs are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of the underlying stock at the time the option or SAR was granted. Stock units are subject to Section 409A unless they are settled within two and one half months after the end of the later of (i) the end of our fiscal year in which vesting occurs or (ii) the end of the calendar year in which vesting occurs. Restricted share awards are not generally subject to Section 409A. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% U.S. federal tax in addition to the U.S. federal income tax at the participant’s usual marginal rate for ordinary income.

Table of Contents

Corporate Governance

Tax Consequences to Us

We will generally be entitled to an income tax deduction at the time and to the extent a participant recognizes ordinary income as a result of an award granted under the Amended Plan. However, Section 162(m) of the Code may limit the deductibility of certain awards granted under the Amended Plan.

New Plan Benefits

Because the Amended Plan is discretionary, benefits to be received by individual participants are not determinable. However, pursuant to our non-employee director compensation program (described in the section of this proxy statement titled “Corporate Governance—Director Compensation”), non-employee members of our board of directors receive equity awards annually in connection with our annual meeting of stockholders. The table set forth below describes the value of the equity awards that our current non-employee directors as a group will be granted on or as soon as reasonably practicable following the date of our 2024 annual meeting of stockholders, assuming each non-employee director is re-elected to our board of directors, and highlights the fact that none of our named executive officers or other employees will receive any set benefits or awards conditioned upon stockholder approval of the Amended Plan.

Existing Plan Benefits

The following table sets forth information about stock options granted under the Existing Plan since inception through March 31, 2024:

Table of Contents

Corporate Governance

​

We are asking stockholders to vote on the following resolution:

RESOLVED, that the Company’s stockholders hereby approve the amendment and restatement of the Company’s 2015 Equity Incentive Plan in the form annexed to this proxy statement as Appendix A.

​

Vote Required

The affirmative vote of a majority of votes cast is required to approve the Amended and Restated 2015 Equity Incentive Plan. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the meeting. If this proposal is not approved, the Existing Plan will remain in effect until its expiration on June 18, 2025, after which time we will not be able to grant any further equity awards under the Existing Plan.

​

​

​

​

​

Table of Contents

​

Corporate Governance

Governance of Our Company

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace. Our corporate governance guidelines and code of conduct, together with our amended and restated certificate of incorporation, and our amended and restated bylaws and the charters for each of our board committees, form the basis for our corporate governance framework. We also are subject to the Sarbanes-Oxley Act, the rules and regulations of the SEC and the corporate governance rules of the Nasdaq. Our board of directors has established three standing committees to assist it in fulfilling its responsibilities to the Company and its stockholders: the audit committee, the compensation committee and the nominating, corporate governance and compliance committee.

Corporate Governance Guidelines

Our corporate governance guidelines are designed to help ensure effective corporate governance of our company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director responsibilities, director compensation, director orientation and continuing education, communications from stockholders to our board of directors, succession planning and the annual evaluations of our board of directors and its committees. Our corporate governance guidelines are reviewed by the nominating, corporate governance and compliance committee and amended by our board of directors when appropriate. The full text of our corporate governance guidelines is available on our website at http://investor.natera.com. A printed copy may also be obtained by any stockholder upon request to our Corporate Secretary.

Code of Conduct

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior officers. The full text of our code of conduct, as may be amended from time to time, is posted in the Investor Relations—Governance—Governance Documents section of our website at http://investor.natera.com. We intend to post future amendments to, or waiver of, our code of conduct, at the same location on our website identified above. Among other matters, our code of conduct is designed to deter unlawful or unethical behavior, including:

Table of Contents

Corporate Governance

Board Composition

Our business affairs are managed under the direction of our board of directors, which is currently composed of ten members. Seven of our directors — Messrs. Botha and Rosenman, Drs. Baynes, Chapman, Healy and Marcus, and Ms. Williams-Brinkley — are independent within the meaning of the listing rules of the Nasdaq. Our board of directors is divided into three classes with staggered three-year terms. Directors in a particular class will be elected for a three-year term at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing to serve for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor or the earlier of his or her death, resignation or removal. The classification of our board of directors may have the effect of delaying or preventing changes in our control or management.

Considerations in Evaluating Director Nominees

When considering potential candidates for membership on our board of directors, our nominating, corporate governance and compliance committee considers relevant business and other experience, including the number of additional private and public companies on which such nominee serves, and demonstrated character and judgment, as described in our Policies and Procedures for Director Candidates, which are posted in the Investor Relations—Governance Documents section of our website at http://investor.natera.com. In addition, our nominating, corporate governance and compliance committee considers the current composition of the board of directors in its evaluation of candidates for membership. Our board of directors believes that factors such as range and diversity of expertise, perspective in areas relevant to our business, character, judgment, diversity, age, independence, expertise, experience, length of service and other commitments as it relates to each individual board member as well as the board of directors as a whole are important considerations in determining board composition. Our board of directors considers diversity to include both gender and racial/ethnic diversity, and is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. Our nominating, corporate governance and compliance committee includes both gender and racial/ethnic diversity as significant factors to be considered along with the others listed above as a whole when evaluating a director candidate’s overall profile. Our nominating, corporate governance and compliance committee believes that, as a group, the nominees for election at the Annual Meeting complement the overall composition of our board of directors and bring a diverse range of backgrounds, experiences and perspectives to the board of directors’ deliberations.

In considering director nominees, our nominating, corporate governance and compliance committee also considers any comments submitted by our stockholders regarding the service of such nominee.

The nominating, corporate governance and compliance committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in our amended and restated bylaws and our Policies and Procedures for Director Candidates, which are each posted in the Investor Relations section of our website at http://investor.natera.com, as further described below under “Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.” There are no differences in the manner in which our nominating, corporate governance and compliance committee evaluates a candidate that is recommended for nomination for membership on our board of directors by a stockholder, as opposed to a candidate that is recommended for nomination for membership on the board of directors by our nominating, corporate governance and compliance committee and our board of directors. Our nominating, corporate governance and compliance committee has not received any stockholder nominations in connection with the Annual Meeting.

Director Independence

Our common stock is listed on the Nasdaq. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nomination committees be independent. Under Nasdaq rules, a director will only qualify as an “independent

Table of Contents

Corporate Governance

director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that none of our non-employee directors — Messrs. Botha and Rosenman, Drs. Baynes, Chapman, Healy and Marcus, and Ms. Williams-Brinkley — has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq rules. As discussed in the “Executive Sessions” section below, the independent members of our board of directors meet in executive session at both regular and specially called meetings of the board of directors.

Audit and compensation committee members must also satisfy the enhanced independence criteria set forth in Rule 10A-3 and 10C-1, respectively, under the Exchange Act, and corresponding Nasdaq rules. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Each member of our audit committee, Mr. Rosenman and Drs. Chapman, Healy and Marcus, qualifies as an independent director pursuant to Rule 10A-3. Each member of our compensation committee — Drs. Chapman and Healy, Mr. Rosenman, and Ms. Williams-Brinkley — qualifies as independent under Rule 10C of the Exchange Act and related Nasdaq listing standards, and each is an “outside director” as such term is defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, and a “non-employee director” as such term is defined under Rule 16b-3 of the Exchange Act.

Board Leadership Structure

Pursuant to our Corporate Governance Guidelines, our board of directors may separate or combine the roles of the chairman of the board of directors and chief executive officer when and if it deems it advisable and in our best interests and in the best interests of our stockholders to do so. These roles are currently separated, as Dr. Rabinowitz currently serves as Executive Chairman of our board of directors, while Mr. Chapman serves as our Chief Executive Officer. Our board of directors regularly evaluates its leadership structure to determine which structure best serves the interests of the company and of our stockholders as we implement our growth and business plans, and believes that separating the roles of the chairman of the board of directors and chief executive officer is the appropriate leadership structure for us at this time, as it allows our Chief Executive Officer to focus on our day-to-day business while allowing our Executive Chairman to continue to advise the company and its management, provide strategic guidance, and interface with our board of directors.

In addition, pursuant to our Corporate Governance Guidelines, if the chairman of our board of directors is not an independent director, the board of directors will appoint a Lead Independent Director to facilitate communication between management, the independent directors and the chairman of our board of directors, as well as participate in setting agendas for meetings and presiding at executive sessions of the board of directors. Although the roles of the chairman of the board of directors and chief executive officer are currently separated, because our executive chairman is not an independent director, our board of directors has determined that it is in the best interests of the company and its stockholders to maintain the appointment of Mr. Botha as the Lead Independent Director. In addition, our board of directors has amended our Corporate Governance Guidelines to provide that the next chairman of the board to succeed Dr. Rabinowitz will be an independent director.

Our Corporate Governance Guidelines are posted on our Investor Relations website at http://investor.natera.com.

Table of Contents

Corporate Governance

Board Diversity Matrix (as of April 10, 2024)

​

Board Oversight of Risk; Board Committees

One of the key functions of our board of directors is informed oversight of risk, which includes understanding the material risks faced by the Company and the means by which management manages such risks, as well as understanding the level of risk that’s appropriate for our Company in the context of the business, legal and regulatory environments in which the Company operates. Our board of directors encourages management to promote a corporate culture that incorporates risk management into our company’s day-to-day business operations. Our board of directors performs its oversight function directly as a full board; through three standing committees that address risks inherent in their respective areas of oversight; and through special committees formed from time to time to oversee and address risks relating to specific matters. Each standing committee of the board receives regular reports from the executive and management team and outside advisors, as appropriate, who are responsible for the respective areas of risk that such committee oversees. Each standing committee of the board provides regular reports to the full board of directors at board meetings.

​

​

​

​

​

​

​

​

​

​

​

Table of Contents

Corporate Governance

The three standing board committees are responsible for oversight of the following risks:

​

Our Chief Legal Officer and our Chief Compliance Officer engage with our board of directors on a regular basis, each providing quarterly reports to the board on legal, regulatory and compliance matters as well as providing updates as needed or as requested by our board of directors. In addition, our Chief Compliance Officer and Chief Technology Officer attend regular meetings of our board of directors, and provide reports and engage in discussions relating to cyber- and information security matters. Our board of directors believes that the structure it has implemented, coupled with its regular interaction with senior management and engagement of outside experts and advisors, is appropriate and effectively facilitates the board’s carrying out of its risk oversight responsibility.

Our board of directors and its committees set schedules for meetings throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. Our board of directors has delegated various responsibilities and authority to its committees as noted above and described in more detail below. Each member of each committee of our board of directors qualifies as an independent director in accordance with applicable SEC rules and Nasdaq listing standards. Each committee of our board of directors has a written charter approved by our board of directors. Copies of each charter are posted in the Investor Relations section of our website at http://investor.natera.com.

​

Table of Contents

Corporate Governance

​

​

Table of Contents

Corporate Governance

​

​

Table of Contents

Corporate Governance

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating, corporate governance and compliance committee has adopted Policies and Procedures for Director Candidates, the full text of which is available on our website at http://investor.natera.com. Stockholder recommendations for candidates to our board of directors must be received by December 31 of the year prior to the year in which the recommended candidates will be considered for nomination, must be directed (i) by email to corpsec@natera.com and (ii) in writing to Natera, Inc., 13011 McCallen Pass, Building A Suite 100, Austin, Texas 78753, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between us and the candidate within the last three years and evidence of the recommending person’s ownership of our capital stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on the board of directors, including issues of character, judgment, diversity, age, independence, expertise, corporate experience, length of experience, other commitments and the like, personal references and an indication of the candidate’s willingness to serve.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2023, the compensation committee of our board of directors was comprised of Drs. Chapman and Healy, Mr. Rosenman, and Ms. Williams-Brinkley. None of our executive officers serves, or served during the year ended December 31, 2023, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our board of directors or our compensation committee.

Meetings of the Board of Directors

The full board of directors met five times during the year ended December 31, 2023. All directors attended at least 75% of the aggregate of the total number of meetings of the board of directors and of any committees of the board of directors of which he or she was a member during the year ended December 31, 2023.

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. We have scheduled our Annual Meeting on the same day as a regularly scheduled board of directors meeting in order to facilitate attendance by the members of our board of directors. Five of our directors attended our annual meeting of stockholders in 2023.

Executive Sessions

Executive sessions of our independent directors are generally held at each regularly scheduled meeting of our board of directors and at other times they deem necessary. Our board of director’s policy is to hold executive sessions both with and without the presence of management. Our board committees also generally meet in executive session at each committee meeting.

Director Compensation

Our board of directors approves the form and amount of director compensation. Our compensation committee retains the services of Aon to advise it on the structure of our director compensation program and executive officers may make recommendations on the form and amount of director compensation, but the board makes the final decision and is not bound by compensation committee or executive officer recommendations.

Pursuant to our non-employee director compensation program, our non-employee directors are entitled to receive an initial equity award upon joining our board of directors, and annual equity awards thereafter. Pursuant to such compensation program, during the year ended December 31, 2023, non-employee directors were each entitled to an annual equity award valued at $275,000, to be granted on or as soon as reasonably practicable following our annual meeting of stockholders. Each such annual equity award vests in full following the completion of 12 months

Table of Contents

Corporate Governance

of continuous service as a member of our board of directors following the grant date. Additionally, pursuant to such compensation program, any new non-employee directors are entitled to receive an initial equity award valued at $425,000, to be granted on or as soon as reasonably practicable following the date of such director’s initial election or appointment to our board of directors. Such initial equity award vests in equal annual installments over three years of continuous service following the director’s election to our board of directors. Each initial and annual equity award held by a non-employee director will become fully vested if we are subject to a change in control prior to the termination of a director’s service.

Pursuant to our non-employee director compensation program, during the year ended December 31, 2023, each non-employee director could elect to receive: (i) 100% of the total dollar value of his or her initial and annual equity awards in the form of either restricted stock units (RSUs) or options to purchase shares of our common stock, or (ii) half of the total dollar value of his or her equity awards in RSUs and half in options, with the number of RSUs covered by an award determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant and the number of shares underlying stock options calculated based on the Black-Scholes value of our common stock on the date of grant, as a percentage of the closing price per share of our common stock (Black-Scholes Percentage) on the date of grant, applied to the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. Each such option has a term of ten years (subject to earlier expiration upon the termination of the director’s service) and was granted with an exercise price equal to the closing price per share of our common stock on the grant date. Effective beginning January 1, 2024, all equity awards are made in the form of RSUs. Under our 2015 Equity Incentive Plan (prior to its amendment and restatement on March 7, 2024), under which equity awards are granted to our non-employee directors as well as to our employees, the aggregate grant date fair value of awards granted to a non-employee director may not exceed $500,000 in any one fiscal year of the Company, except that the grant date fair value of awards granted to a newly appointed non-employee director may not exceed $1,000,000 in the fiscal year of the Company in which such director is initially appointed.

In addition, during the year ended December 31, 2023, each non-employee director was entitled to receive compensation for his or her service on our board of directors and committees thereof consisting of annual cash retainers as set forth in the following table.

​

Under our non-employee director compensation program, during the year ended December 31, 2023, each non-employee director could elect to receive all or a portion of his or her annual cash retainer(s) in the form of either fully vested options to purchase, or fully vested RSUs covering, shares of our common stock. Such options or RSUs were granted by our compensation committee on a quarterly basis, in arrears, with an aggregate grant date fair value equal to the elected cash amount that otherwise would have been payable for such quarter. The number of shares subject to such options were computed in accordance with the Black-Scholes method described above; each such option has a term of ten years (subject to earlier expiration upon the termination of the director’s service) and was granted with an exercise price equal to the closing price per share of our common stock on the grant date. The number of shares subject to such RSUs were computed based on the average closing price per

Table of Contents

Corporate Governance

share of the Company’s Common Stock in the 30 days prior to the grant date. Effective January 1, 2024, our non-employee directors may no longer elect to receive equity in the form of options in lieu of their annual cash retainers but may continue to elect to receive equity in the form of RSUs in lieu of their annual cash retainers.

For 2023, each of Drs. Baynes and Healy and Mr. Rosenman continued to receive RSUs in lieu of their respective cash retainers based upon their prior election. Dr. Marcus continued to receive RSUs in lieu of one-half of her cash retainer and stock option awards in lieu of one-half of her cash retainer based on her prior election until June 2023, when she elected to start receiving her retainer entirely in cash. Mr. Botha continued to receive stock option awards in lieu of his cash retainer, based on his prior election. Ms. Williams-Brinkley, upon joining the board in February 2023, elected to receive stock option awards in lieu of her cash retainer. Dr. Chapman elected to receive her retainer entirely in cash.

Pursuant to a March 2024 amendment to our non-employee director compensation program, effective beginning in 2024, the value of each non-employee director’s annual equity award has been increased to $325,000. In addition, the annual cash retainer for board member service was increased from $50,000 to $55,000; the additional annual cash retainer for the lead independent director and the audit committee chair was increased by $5,000; and the additional annual cash retainer for each non-chair committee member was increased by $2,500. Our compensation committee views such increases to be reasonable and appropriate given the overall increase in director responsibilities and time commitment as our company has matured and our business has expanded and grown in complexity. In addition, the lead independent director and the chair of each committee is entitled to receive, in addition to their annual cash retainers, an annual equity retainer valued at $45,000. Our board of directors, upon recommendation of the compensation committee with guidance from its independent compensation consultant, determined to award such retainer grants to reflect the significantly higher workload and time commitment of the lead independent director and the chair of each committee, while maintaining alignment of such directors to our stockholders’ interests.

We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

​

Table of Contents

Corporate Governance

The following table sets forth information about the compensation for service during the year ended December 31, 2023 of each of the non-employee members of our board of directors who served as a director during such year. A non-employee director is a director who is not employed by us and who does not receive compensation from us or have a business relationship with us that would require disclosure under certain SEC rules. Other than as set forth in the table and described more fully below, we did not pay any fees to, make any equity awards or non-equity awards to or pay any other compensation to the non-employee members of our board of directors for service during the year ended December 31, 2023. None of our employees who also served as members of our board of directors are included in the table below as such individuals did not receive any compensation from us for service as a director during the year ended December 31, 2023.

​