🧾 What This Document Is

This is Natera's Definitive Proxy Statement (DEF 14A) for its 2026 Annual Shareholder Meeting. It outlines what shareholders will vote on, introduces board nominees, explains executive pay, and seeks approval for key company actions. Think of it as an agenda and guidebook for the virtual meeting on June 11, 2026.

🏢 What The Company Does

👉 In simple terms: Natera develops advanced genetic tests using cell-free DNA (cfDNA) to detect cancer, monitor pregnancies, and check organ transplants. They operate labs in Austin, San Carlos, and Boulder. Their mission is to make genetic testing standard in healthcare for earlier, personalized interventions.

📅 The Big Event: 2026 Annual Meeting

When: June 11, 2026, at 11:30 AM Pacific Time
Where: Fully virtual at www.virtualshareholdermeeting.com/NTRA2026
Who can vote: Shareholders owning stock as of April 15, 2026.
Your vote matters even if you don't attend! Vote via Internet, phone, or mail.

🗳️ What You're Voting On (5 Proposals)

The Board recommends voting FOR Proposals 1, 2, 3, and 5, and "ONE YEAR" for Proposal 4.

👥 Elect Directors: Vote for 4 nominees (Rowan Chapman, Herm Rosenman, Jonathan Sheena, Eric Rubin) to join the Board.
- Why it matters: Directors oversee the company's strategy and management.
💼 Ratify Auditors: Approve Ernst & Young LLP as the company's accountant for 2026.
- Why it matters: Shareholders confirm the choice of the independent financial watchdog.
💰 Advisory Vote on Executive Pay ("Say-on-Pay"): Approve the compensation of top executives.
- Why it matters: A non-binding vote giving shareholders a voice on pay practices.
📅 Advisory Vote on Pay Vote Frequency: Choose if you want "Say-on-Pay" votes every 1, 2, or 3 years. The Board recommends every year.
- Why it matters: Determines how often shareholders get to express views on executive pay.
📈 Approve More Stock Awards: Increase shares available for employee stock grants by 3.2 million shares.
- Why it matters: Needed to attract/retain talent in a competitive market; dilution is a key factor.

👥 Who's Running the Show (Board Nominees)

Nominees for 3-year terms (Class II):
- Rowan Chapman (Age 55): Biotech venture expert, Stanford lecturer.
- Herm Rosenman (Age 78): Ex-Natera CFO, audit committee chair.
- Jonathan Sheena (Age 53): Natera co-founder, ex-CTO.
Nominee for 2-year term (Class I):
- Eric H. Rubin (Age 67): Former Merck oncology drug development leader.
Key Board Fact: 73% independent (8 of 11 directors). Lead Independent Director is Roelof Botha (Sequoia Capital).

💼 Executive Compensation Highlights

Focus on "At-Risk" Pay: 94% of CEO's total compensation and 90% of other top executives' pay is variable (depends on performance or stock price).
Performance-Based: 50% of CEO's target comp and 48% of other NEOs' target comp is tied to performance-based stock units (PSUs).
Why it matters: Aligns executives' interests with shareholders – they only get big rewards if the company does well.

📈 Equity Plan Amendment (Proposal 5 Deep Dive)

Request: Add 3.2 million shares to the 2015 Equity Incentive Plan.
Reason: Headcount grew ~40% in 2025; equity is crucial for hiring/retention in competitive biotech.
Dilution Impact: Total potential dilution (existing awards + new shares) = 14.78% – below the peer median (16.01%).
Burn Rate Declining: 5.73% (2023) → 4.33% (2024) → 2.56% (2025). Requested 2026 burn rate = 2.65%.
Why it matters: Balances need for talent incentives vs. shareholder dilution. Without approval, cash compensation may rise.

🏛️ Corporate Governance Highlights

Strong Independence: Fully independent Audit, Human Capital, and Nominating Committees.
Regular Board Reviews: External counsel conducts board, committee, and director evaluations.
Sustainability Push: Encouraging electronic delivery of proxy materials (saved 47,132 paper sets).
Clawback Policy: All equity awards subject to recoupment if needed.
Director Skills: Board expertise covers biotech ops, finance, clinical development, HR, tech, cybersecurity.

🧠 The Analogy

Think of this proxy statement as preparing for a big family shareholders' meeting. The document is the agenda, telling you who's up for re-election to lead the family business (directors), how much the top managers are getting paid and why (executive pay), and if you should approve giving them more company shares to reward the staff (equity plan). The Board is your guide, recommending what choices are best for the family's long-term health.

🧩 Final Takeaway

Natera's 2026 shareholder meeting focuses on renewing board leadership, confirming pay practices, and securing equity tools for growth in a competitive market, all underpinned by strong governance and sustainability efforts. Shareholders must decide if the company's direction and executive incentives align with their vision for its future in the fast-paced genetic testing field.

NTRA Shareholders vote on directors and 3.2 million equity shares