Natera (NTRA) DEF 14ADefinitive proxy

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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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:

☐  Preliminary Proxy Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒  Definitive Proxy Statement

☐  Definitive Additional Materials

☐  Soliciting Material under §240.14a-12

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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 the appropriate box):

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April 13, 2022

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Natera, Inc. (the Annual Meeting) that will be held on Wednesday, May 25, 2022 at 11:30 a.m. Pacific Time. The meeting will be held as a virtual meeting, which will be conducted via live webcast. You will be able to attend and participate in the Annual Meeting online, including viewing the meeting, submitting questions and voting, by visiting www.virtualshareholdermeeting.com/NTRA2022 on the meeting date and following the instructions contained on your notice of Annual Meeting, on your proxy card or on the instructions accompanying your proxy materials.

Details regarding attending the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. We encourage you to read this information carefully.

At the Annual Meeting, three persons will be elected as Class I directors to our board of directors. In addition, we will ask stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022, and to approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in this proxy statement. Our board of directors recommends the approval of each of the three proposals. Such other business will be transacted as may properly come before the Annual Meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the Internet. On or around April 13, 2022, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy statement for our 2022 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2021 (the 2021 Annual Report). The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the virtual Annual Meeting. Please review the instructions on the Notice you received in the mail regarding each of these voting options. If you attend the virtual Annual Meeting, you will have the right to revoke your proxy and vote your shares. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

Thank you for your ongoing support of Natera.

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NATERA, INC.

13011 McCallen Pass

Building A Suite 100

Austin, Texas 78753

NOTICE OF ANNUAL MEETING

FOR 2022 ANNUAL MEETING OF STOCKHOLDERS

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The Notice will be mailed to stockholders of record on or about April 13, 2022. The Notice contains instructions on how to access our proxy statement for our 2022 Annual Meeting of Stockholders and our 2021 Annual Report (together, the proxy materials). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.

If you have any questions regarding this information or the proxy materials, please visit our website at www.natera.com or contact our investor relations department at 650-249-9090.

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This notice of Annual Meeting, proxy statement and accompanying form of proxy card are being made available on or about April 13, 2022.

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NATERA, INC.

13011 McCallen Pass

Building A Suite 100

Austin, Texas 78753

PROXY STATEMENT FOR THE NATERA, INC.

2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2022

This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2022 annual meeting of stockholders (the Annual Meeting) to be held at 11:30 a.m. Pacific Time on Wednesday, May 25, 2022, and any postponements or adjournments thereof. The Annual Meeting will be held in a virtual meeting format only, and will be accessible by visiting www.virtualshareholdermeeting.com/NTRA2022. There is no physical location for the Annual Meeting. Beginning on or about April 13, 2022, we intend to begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access our proxy statement for our 2022 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2021 (the 2021 Annual Report and together with our proxy statement, the proxy materials). As used in this proxy statement, the terms “Natera,” the “Company,” “we,” “us,” and “our” mean Natera, Inc. and its subsidiaries unless the context indicates otherwise.

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QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

You can find directions on how to instruct us to send proxy materials for the Annual Meeting and/or future proxy materials to you by email by following the instructions provided at www.proxyvote.com. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you revoke it.

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during the meeting, by visiting www.virtualshareholdermeeting.com/NTRA2022. You will need the control number included on the Notice.

The live webcast of the Annual Meeting will begin promptly at 11:30 a.m. Pacific Time on Wednesday, May 25, 2022. Online check-in will begin at 11:15 a.m. Pacific Time on Wednesday, May 25, 2022, and you should allow ample time for the check-in procedures.

You will need to obtain your own Internet access if you choose to attend the virtual Annual Meeting online and/or vote over the Internet. A webcast replay of the virtual Annual Meeting will be available until May 25, 2023.

Stock Ownership

Beneficial owners — Many Natera stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name.” The Notice was forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

Quorum and Voting

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Under the General Corporation Law of the State of Delaware and our Bylaws, abstentions and broker “non-votes” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting.

Beneficial owners — If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.

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Proposal Two — 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.

Proposal Three — The affirmative vote of a majority of votes cast is required to approve, on an advisory (non- binding) basis, the compensation of our named executive officers. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the meeting. This 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.

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then the persons named as proxy holders will vote your shares in the manner recommended by our board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

If you are a stockholder of record and you do not return a proxy card and do not vote your shares, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

Beneficial owners — If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Please note that brokers may not vote your shares on the election of directors or the advisory vote on the compensation of our named executive officers, in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

If you are a stockholder of record, you may change your vote by (i) filing with our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares or (ii) by attending and voting at the Annual Meeting (please note that attendance at the Annual Meeting will not, by itself, revoke a proxy). A stockholder of record that has voted on the Internet or by telephone may also change his or her vote by later making a timely and valid Internet or telephone vote.

If you are a beneficial owner of shares held in street name, you may change your vote (i) by submitting new voting instructions to your broker, trustee or other nominee or (ii) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending and voting at the Annual Meeting.

Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent so as to be delivered to our principal executive offices, Attention:

Corporate Secretary.

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Stockholder Proposals and Director Nominations

Requirements for stockholder proposals to be considered for inclusion in our proxy materials — Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our 2023 annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 2023 annual meeting of stockholders, stockholder proposals must be received by our Corporate Secretary no later than December 14, 2022, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

Requirements for stockholder proposals to be brought before an annual meeting — In addition, our bylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders, including nominations for the election of directors. In general, nominations for the election of directors may be made by our board of directors or any committee thereof or any stockholder, who (i) is a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting, (ii) is entitled to vote at such meeting, and (iii) has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations.

Our Bylaws also provide that the only business that may be conducted at an annual meeting is business that is (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of our board of directors, (ii) otherwise properly brought before the meeting by or at the direction of our board of directors (or any

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committee thereof) or (iii) properly brought before the meeting by a stockholder who has delivered written notice to our Corporate Secretary no later than the Notice Deadline (as defined below). You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. Stockholders may request a free copy of our bylaws from contacting our Corporate Secretary at 13011 McCallen Pass, Building A Suite 100, Austin, Texas 78753, Attn: Corporate Secretary.

The “Notice Deadline” is defined as that date which is not less than 90 days nor more than 120 days prior to the one-year anniversary of the previous year’s annual meeting of stockholders. As a result, the Notice Deadline for the 2023 annual meeting of stockholders is no earlier than January 25, 2023 and no later than February 24, 2023. Proposals that are not received in a timely manner will not be voted on at the 2023 annual meeting of stockholders. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC.

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we need not present the proposal for vote at such meeting.

Recommendation of director candidates — Stockholders may recommend candidates to our board of directors for consideration by our nominating and corporate governance committee by following the procedures set forth below in “Corporate Governance — Stockholder Recommendations for Nominations to the Board of Directors.”

Additional Information about the Proxy Materials

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contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

Any written requests for additional information, copies of the proxy materials, including the 2021 Annual Report, notices of stockholder proposals, recommendations for candidates to our board of directors, communications to our board of directors or any other communications should be sent to the address above.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD VIRTUALLY ON MAY 25, 2022.

The proxy statement and 2021 Annual Report are available at www.proxyvote.com.

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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 11. Our board of directors is currently comprised of 11 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 certificate of incorporation and bylaws that are 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. Mr. Cozzens, one of our directors, has indicated his intention to resign from service as a director effective as of the close of business on the date of our Annual Meeting.

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 I directors have been nominated for election at the Annual Meeting, each for a three-year term expiring in 2025, or until such director’s successor has been duly elected and qualified. Upon the recommendation of our nominating and corporate governance committee, our board of directors has nominated Roy Baynes, James Healy, and Gail Marcus for re-election as Class I directors.

Information Regarding the Nominees and Other Directors

Nominees for Class I Directors With a Term Expiring in 2025

Roy Baynes, M.D., Ph.D., 67, has served as a member of our board of directors since July 2018. Dr. Baynes has served as senior vice president and head of global clinical development at Merck Research Laboratories, the research division of Merck and Co., Inc., since 2013, and as chief medical officer of Merck and Co, Inc., a global healthcare company, since 2016. Prior to joining Merck Research Laboratories, Dr. Baynes served as senior vice president of oncology, inflammation and respiratory therapeutics at Gilead Sciences Inc., a biotechnology company, from January 2012 to December 2013 and the vice president global development and therapeutic area head hematology oncology at Amgen Inc., a biopharmaceutical company, from 2002 to 2012. Prior to joining Amgen, Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes has served as a director of Atara Biotherapeutics, Inc., a biopharmaceutical company, since September 2018 and as a director of Travere Inc. (formerly known as Retrophin, Inc.), a biopharmaceutical company, since July 2016. Dr. Baynes holds an M.D. and a Ph.D. from the University of the Witwatersrand, Johannesburg, South Africa. Our board of directors believes that Dr. Baynes is qualified to serve as a director based on his extensive experience in the biopharmaceutical industry and experience on other public company boards of directors. Dr. Baynes currently serves on our nominating and corporate governance committee.

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James Healy, M.D., Ph.D., 57, has served as a member of our board of directors since November 2014. Dr. Healy has been a general partner at Sofinnova Investments, Inc. (formerly Sofinnova Ventures), a biotechnology investment firm, since June 2000. Prior to June 2000, Dr. Healy held various positions at Sanderling Ventures, a venture capital firm, Bayer Healthcare Pharmaceuticals (as successor to Miles Laboratories), a research based pharmaceutical company, and ISTA Pharmaceuticals, Inc., a company specializing in ophthalmic pharmaceutical products. Dr. Healy is currently on the board of directors of Ascendis Pharma A/S, a clinical-stage biopharmaceutical company; CinCor Pharma Inc., a clinical-stage biopharmaceutical company; Karuna Therapeutics Inc., a clinical-stage biopharmaceutical company; Nucana plc, a clinical-stage biopharmaceutical company; Y-mAbs, an oncology biologics development company; and one private company. Dr. Healy has previously served on a number of public company boards of directors, including Amarin Corporation plc, a commercial-stage biopharmaceutical company; Anthera Pharmaceuticals, Inc., a biopharmaceutical company; Auris Medical Holding AG, a specialty pharmaceuticals company; Coherus BioSciences, Inc., a biologics platform company; Edge Therapeutics, Inc., a clinical-stage biotechnology company; Iterum Therapeutics PLC, a clinical-stage pharmaceutical company; ObsEva SA, a clinical-stage biopharmaceutical company; and several private companies. Dr. Healy holds a Bachelor of Arts in Molecular Biology and in Scandinavian Studies from the University of California at Berkeley, and an M.D. and Ph.D. in Immunology from Stanford University School of Medicine. Our board of directors believes that Dr. Healy is qualified to serve as a director due to his significant medical background, extensive experience investing and working in the life science industry, and his extensive service on the boards of directors of other public and private life sciences companies. Dr. Healy currently serves on our nominating and corporate governance committee and on our compensation committee.

Gail Marcus, D.H.A., 65, has served as a member of our board of directors since March 2017. Dr. Marcus is currently an assistant professor of health professions at Hofstra University, and previously served as assistant professor and director of the Global Healthcare Management and Biomedical Informatics programs, and as department chair of the Pharmaceutical Business and Administrative Services program, at the Massachusetts College of Pharmacy and Health Sciences from April 2016 to July 2019. From 2015 to September 2017, Dr. Marcus served as a consultant and practice leader in the healthcare consulting practice of Exceptional Leaders International, a consulting company. From October 2012 to December 2015, Dr. Marcus served as chief executive officer and president of Calloway Laboratories, a provider of clinical toxicology laboratory services. Prior to that, Dr. Marcus held a variety of leadership roles with diagnostics, pharmacy benefit management and managed care companies. Dr. Marcus currently serves on the boards of directors of Triple S Management Corp., an insurance holding company, as well as a number of private companies and non-profit organizations, and served on the Centers for Medicare & Medicaid Services Advisory Panel on Clinical Diagnostic Laboratory Tests from 2015 to 2019. Dr. Marcus holds a Bachelor of Arts in Spanish and Mathematics from Wesleyan University, an M.S.E. in Computer and Information Sciences from the University of Pennsylvania Moore School of Engineering, an M.B.A. from the Wharton School of the University of Pennsylvania, and a Doctorate of Health Administration from the Medical University of South Carolina. Our board of directors believes that Dr. Marcus is qualified to serve as a director based on her financial and managerial experience and service on other boards of directors. Dr. Marcus currently serves as the chair of our nominating and corporate governance committee and also serves on our audit committee.

Incumbent Class III Directors With Terms Expiring in 2024

Roelof Botha, 48, has served as a member of our board of directors since 2007. Mr. Botha has been with Sequoia Capital, a venture capital firm, since 2003, and has been a managing member of Sequoia Capital Operations, LLC since 2007. From 2000 to 2003, Mr. Botha served in a number of roles at PayPal, Inc., ultimately as the chief financial officer. Mr. Botha currently serves on the board of directors of 23andme, a personal genetics company; Block, Inc., a provider of payments, financial and marketing services; Bird Global, a last-mile electric vehicle sharing company; MongoDB, Inc., a document-oriented database program developer; Unity, Inc, a 3D and VR content development platform; Eventbrite, Inc., an event management and ticketing platform; and a number of private companies. Mr. Botha has announced that he will not stand for reelection to the board of directors of Eventbrite, Inc. after the expiration of his current term in June 2022. Mr. Botha has previously served on the board of directors of Square, Inc., a provider of payments, financial and marketing services. Mr. Botha holds a Bachelor of Science in Actuarial Science, Economics, and Statistics from the University of Cape Town and an M.B.A. from Stanford University. Our board of directors believes that Mr. Botha is qualified to serve as a director based on his financial and managerial experience, his service

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on other public and private company boards of directors and his familiarity with technology companies. Mr. Botha is our Lead Independent Director and currently serves on our nominating and corporate governance committee.

Our board of directors considered the vote received by Mr. Botha at the 2021 annual meeting of stockholders as well as his qualifications and expertise and his contributions to the board of directors and the board committees on which he serves. Based on this assessment, the board of directors determined that it was in the best interests of our company and stockholders that Mr. Botha continue his service as a member of the board of directors and the board committees on which he serves.

Steve Chapman, 43, has served as a member of our board of directors and as our Chief Executive Officer since January 2019. Mr. Chapman has been with our company since December 2010, serving as our Chief Operating Officer from July 2017 to January 2019; our Chief Commercial Officer from August 2016 to July 2017; our Senior Vice President, Commercial Operations from January 2014 to August 2016; and Vice President, Sales from December 2010 to January 2014. Prior to joining our company, Mr. Chapman worked at Genzyme Genetics Corp., a biotechnology company, from 2003 to 2010. Mr. Chapman holds a Bachelor of Science in Microbiology, Immunology and Molecular Genetics from University of California, Los Angeles. Our board of directors believes that Mr. Chapman is qualified to serve as a director based on his experience in various management and executive roles at our company and his experience in the biotechnology field.

Matthew Rabinowitz, Ph.D., 49, is a co-founder of our company and currently serves as our Executive Chairman. Dr. Rabinowitz served as our Chief Executive Officer from 2005 to January 2019, and served as a member of our board of directors since 2005. He served as Chairman of our board of directors from May 2015 to January 2019, at which time he assumed the role of Executive Chairman. Prior to co-founding our company, Dr. Rabinowitz served from 2000 to 2003 as chief executive officer and from 2003 to 2007 as chief technology officer of Rosum Corporation, a location services technology company. Dr. Rabinowitz served as a consulting professor at Stanford University from 2004 to 2012 and as visiting faculty in the Genetics Department of Harvard University from 2018 to 2019. Dr. Rabinowitz has over 100 patents and publications in signal processing, machine learning, bio-informatics, and high-throughput genetic testing. He received the Scott Helt Memorial Award from the Institute of Electrical and Electronics Engineers and two companies he founded have received the Technology Pioneer Award from the World Economic Forum. He currently serves as a member of the board of directors or advisory board of a number of private technology companies. Dr. Rabinowitz holds a Bachelor of Science degree in Engineering and Physics, a Master of Science in Electrical Engineering, and a Ph.D. in Electrical Engineering, from Stanford University. Our board of directors believes that Dr. Rabinowitz is qualified to serve as a director based on his experience as our co-founder and Chief Executive Officer, his private company board experience, and his experience in the technology industry.

Incumbent Class II Directors With Terms Expiring in 2023

Monica Bertagnolli, M.D., 63, joined our board of directors in November 2020. Dr. Bertagnolli has held various roles at Harvard Medical School since 1999 and is currently the Richard E. Wilson, MD Endowed Professor of Surgery in the field of surgical oncology. Dr. Bertagnolli is also an associate surgeon in the Surgical Oncology division at Brigham and Women’s Hospital and Dana-Farber Cancer Institute; she was previously, from 2008-2018, chief of the Surgical Oncology division. Dr. Bertagnolli also serves as the group chair of the Alliance for Clinical Trials in Oncology, and president and chief executive officer of the Alliance for Clinical Trials in Oncology Foundation. Dr. Bertagnolli is a Member of the US National Academy of Medicine, serves on the Board of Directors of the American Cancer Society, and previously served as president and chair of the board of directors of the American Association of Clinical Oncology (ASCO). In addition, Dr. Bertagnolli serves on the board of directors of Leap Therapeutics, Inc., as well as on numerous committees and advisory boards. Dr. Bertagnolli holds a BSE in Biochemical Engineering, an M.D. from the University of Utah College of Medicine and an M.A. in the Science of Medicine from Harvard University. Our board of directors believes that Dr. Bertagnolli is qualified to serve as a director based on her career as a leading oncology researcher and her extensive clinical experience in oncology.

Rowan Chapman, Ph.D., 51, joined our board of directors in August 2019. Dr. Chapman is the chief executive officer of Initiate Studios, a life sciences incubator that she co-founded in November 2020, and also serves as chief business officer for Dynamics Special Purpose Corporation, which was formed in 2021 to pursue acquisition

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opportunities in healthcare or healthcare-related industries. She previously served as head of Johnson & Johnson Innovation, Western North America, Australia and New Zealand from January 2017 to August 2019. Prior to that, Dr. Chapman held various roles with General Electric Company from 2012 to 2016, including as head of precision diagnostics at GE Healthcare Life Sciences, managing director of New Business Creation at GE Ventures, and head of healthcare investing at GE Ventures. Prior to that, she held operational roles in early and growth-stage startups and was a partner at Mohr Davidow Ventures for over 11 years, gaining extensive experience as a board member and board advisor for a wide variety of technology and data-enabled companies. Dr. Chapman currently serves as a member of the board of directors of a number of private companies. Dr. Chapman holds a Bachelor of Arts degree in Biochemistry and a Doctor of Philosophy degree in Biochemistry and Molecular Biology from the University of Cambridge, United Kingdom. Our board of directors believes that Dr. Chapman is qualified to serve as a director based on her business development, operating and investment experience in the healthcare and biopharmaceutical industries. Dr. Chapman currently serves on our compensation committee.

Herm Rosenman, 74, has served as a member of our board of directors since February 2017, and served as our Chief Financial Officer from February 2014 to January 2017. Prior to joining our company, he held the position of senior vice president — finance and chief financial officer at Gen-Probe Incorporated, a developer, manufacturer and marketer of diagnostic and screening products using nucleic acid probes, from June 2001 to August 2012, when Gen-Probe was acquired by Hologic, Inc., a developer, manufacturer and supplier of diagnostic products, medical imaging systems, and surgical products. From April 2012 to February 2014, Mr. Rosenman focused on his board memberships. Mr. Rosenman has served on the board of directors of Oxford Immunotec Global PLC, a commercial-stage diagnostics company, since 2013; Vivus, Inc., a biopharmaceutical company, since 2013; and DermTech, a molecular dermatology company, since 2017. Mr. Rosenman also previously served on the board of directors of Medistem, Inc., a stem cell therapy company, ARYx Therapeutics Inc., a private drug discovery and development company, Infinity Pharmaceuticals, Inc., a drug discovery and development company, and a number of privately held companies. Mr. Rosenman holds a B.B.A. in Accounting and Finance from Pace University and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania. Our board of directors believes that Mr. Rosenman is qualified to serve as a director based on his experience as our chief financial officer, his experience in the biopharmaceutical industry and his experience serving on the boards of directors of other companies. Mr. Rosenman became an independent director in February 2020, and currently serves as the chair of our audit committee and also serves on our compensation committee.

Jonathan Sheena, 49, is a co-founder of our company. Mr. Sheena has served as a member of our board of directors since 2007, and served as our Chief Technology Officer from 2007 to December 2020. Prior to co-founding our company, Mr. Sheena co-founded PhoneSpots, Inc. (formerly PocketThis, Inc.), a mobile technology company serving mobile carriers worldwide, in 1999. Mr. Sheena held various roles at PhoneSpots, Inc. from June 1999 to December 2007, including vice president of product management and chief technology officer. Mr. Sheena holds a Bachelor of Science in Electrical Engineering and Computer Science, and a Master of Engineering in Electrical Engineering and Computer Science, from the Massachusetts Institute of Technology. Our board of directors believes that Mr. Sheena is qualified to serve as a director based on his experience as our co-founder and Chief Technology Officer, his experience with entrepreneurial companies, and his particular familiarity with technology companies.

Director Resigning at the Conclusion of the Annual Meeting

Todd Cozzens, 65, has served as a member of our board of directors since 2011. Mr. Cozzens is the co-founder and managing partner of Transformation Capital Partners, L.P., a a growth equity fund focused on healthcare information technology and services companies. Transformation Capital Partners, L.P. is the successor management company to Leerink Transformation Partners (LTP), which Mr. Cozzens also co-founded and of which he served as managing partner since its inception in 2016. Prior to forming LTP, Mr. Cozzens co-led healthcare investing at Sequoia Capital, a venture capital firm, from 2012 to 2015, and prior to that led several business areas with Optum, a subsidiary of UnitedHealth Group, including strategy and M&A. From 2000 to 2010, Mr. Cozzens was the co-founder and served as chief executive officer of Picis Inc., a provider of electronic medical record software to hospitals, until it was acquired by the UnitedHealth Group in 2010 and subsequently became a division of Optum. Mr. Cozzens currently serves on the boards of directors of Health Catalyst, LLC and a number of private companies. Mr. Cozzens holds a Bachelor of Arts degree from Marquette University, and completed the Program for Management Development at Harvard University. Mr. Cozzens currently serves as the chair of our compensation committee and also serves on our audit committee.

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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 bio 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.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS I

NOMINEES NAMED ABOVE.

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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, 2022. 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, 2022. 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, 2021 and 2020:

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Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the 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 2021 were pre-approved by our audit committee.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022.

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PROPOSAL THREE

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with SEC rules, stockholders are being asked to approve, on a non-binding advisory basis, the compensation of our named executive officers 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 named executive officers 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.

The compensation committee has continued to utilize a compensation program that encourages, incentivizes and rewards performance. The compensation committee believes that this philosophy significantly contributed to our success in the year ended December 31, 2021, 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 2022 annual meeting of stockholders, pursuant to the compensation disclosure rules of the SEC, including the 2021 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 2023 annual meeting of stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS.

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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 Stock Market. 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 and corporate governance 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 and corporate governance 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 is posted in the Investor Relations section of our website at http://investor.natera.com. We intend to disclose 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:

Board Composition

Our business affairs are managed under the direction of our board of directors, which is currently composed of 11 members. Eight of our directors — Messrs. Botha, Cozzens and Rosenman and Drs. Baynes, Bertagnolli, Chapman, Healy and Marcus — are independent within the meaning of the listing rules of the Nasdaq Global Select Market (Nasdaq). Our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of

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stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

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 and corporate governance committee considers relevant business and other experience and demonstrated character and judgment as described in our Policies and Procedures for Director Candidates, which are posted in the Investor Relations section of our website at http://investor.natera.com. There are no differences in the manner in which our nominating and corporate governance 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 and corporate governance committee and our board of directors.

In addition to the considerations described above, our nominating and corporate governance committee considers the current composition of the board of directors in its evaluation of candidates for membership. The 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. While we do not have a stand-alone diversity policy in considering whether to recommend any director nominee, including candidates recommended by stockholders, the nominating and corporate governance committee views diversity to be one significant factor out of the many listed above, all of which must be considered as a whole when evaluating a director candidate’s overall profile. Furthermore, our nominating and corporate governance 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 and corporate governance committee also considers the number of additional private and public companies on which such nominee serves, and any comments submitted by our stockholders on the service of such nominee.

The nominating and corporate governance committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in our 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.” Our nominating and corporate governance committee has not received any recommended nominations from any of our stockholders in connection with the 2022 Annual Meeting.

Director Independence

Our common stock is listed on the Nasdaq Global Select Market. 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 nominating and corporate governance committees be independent. Under Nasdaq rules, a director will only qualify as an “independent 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.

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Our board of directors has determined that none of our non-employee directors — Messrs. Botha, Cozzens and Rosenman and Drs. Baynes, Bertagnolli, Chapman, Healy and Marcus — 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 “Executive Sessions” 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, Messrs. Cozzens and Rosenman and Drs. Healy and Marcus, qualifies as an independent director pursuant to Rule 10A-3. Each member of our compensation committee — Messrs. Cozzens and Rosenman and Drs. Chapman and Healy — 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.

Our Corporate Governance Guidelines are posted in the Investor Relations section of our website at http://investor.natera.com.

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Board Diversity Matrix (as of April 13, 2022)

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Board Committees

Our board of directors has established three standing board committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors and its committees set schedules for meeting 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 generally described below. The committees regularly report on their activities and actions to the full board of directors. 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.

Audit Committee

During the year ended December 31, 2021, our audit committee held four meetings. The members of our audit committee are currently comprised of Messrs. Cozzens and Rosenman and Drs. Healy and Marcus, each of whom is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members and each of whom can read and understand fundamental financial statements. Mr. Rosenman serves as the chair of the audit committee. Our board of directors has determined that Mr. Rosenman qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the SEC and Nasdaq.

The audit committee of our board of directors oversees our accounting and financial management practices, system of internal controls, our audit and financial reporting processes and the quality and integrity of our reported financial statements, and the performance of our internal audit function. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews our interim and year-end operating results with our management and our independent registered public accounting firm and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions are considered by and require the approval of our audit committee before we enter into them, as required by applicable SEC rules and Nasdaq listing standards.

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Compensation Committee

During the year ended December 31, 2021, our compensation committee held six meetings. The members of our compensation committee are currently Messrs. Cozzens and Rosenman and Drs. Chapman and Healy, each of whom our board of directors has determined qualify as independent under Rule 10C of the Exchange Act and related Nasdaq listing standards, and each of whom 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. Mr. Cozzens serves as chair of the compensation committee. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation policies and programs, including oversight of human capital management matters. Among other matters, specific responsibilities of our compensation committee include evaluating the performance of our chief executive officer and our executive chairman and determining each of their compensation, and determining the compensation of our other executive officers in consultation with our chief executive officer. In addition, our compensation committee administers our stock-based compensation plans, including granting equity awards and approving modifications of such awards, reviews and approves various other compensation and benefits policies and matters, and assists in the oversight of the Company’s human capital management strategies and practices, including in conjunction with the nominating and corporate governance committee as appropriate.

During the year ended December 31, 2021, our compensation committee engaged the compensation consulting services of the Human Capital Solutions subdivision of Aon plc (Aon), to advise the compensation committee regarding the amount and types of compensation that we provide to our executive and senior officers and directors and how our compensation practices compared to the compensation practices of other companies. Aon reports directly to the compensation committee. Aon does not provide any services to us other than the services provided to the compensation committee. The compensation committee believes that Aon does not have any conflicts of interest in advising the compensation committee under applicable SEC rules or Nasdaq listing standards.

Our chief executive officer may make recommendations on the form and amount of executive compensation (other than his own compensation), but the compensation committee makes the final decision and is not bound by our chief executive officer’s recommendations. Our compensation committee has delegated authority to a committee of executive officers to grant options and restricted stock units to, and to modify certain equity awards held by, individuals who provide services to the Company who (i) are not “officers” under Rule 16a-1(f) under the Exchange Act or (ii) do not report directly to our chief executive officer.

Nominating and Corporate Governance Committee

During the year ended December 31, 2021, our nominating and corporate governance committee held four meetings. The members of our nominating and corporate governance committee are Mr. Botha and Drs. Baynes, Bertagnolli and Marcus, each of whom is independent under the rules and regulations of the SEC and Nasdaq. Dr. Marcus serves as chair of the nominating and corporate governance committee. The nominating and corporate governance committee oversees, on behalf of our board of directors, matters relating to corporate and board governance. Specific responsibilities of our nominating and corporate governance committee include overseeing the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to our board of directors, and the evaluation of the performance of our board of directors and individual directors. Our nominating and corporate governance committee is also responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our governance practices and making recommendations to our board of directors concerning corporate governance matters, as well as assisting the board in its oversight of the Company’s environmental, social and corporate governance strategies and initiatives.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee has adopted Policies and Procedures for Director Candidates. 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

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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, 2021, the compensation committee of our board of directors was comprised of Messrs. Cozzens and Rosenman and Drs. Chapman and Healy. None of our executive officers serves, or served during our year ended December 31, 2021, 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 six times during the year ended December 31, 2021. 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, 2021.

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. Seven of our directors attended our annual meeting of stockholders in 2021.

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 the end of each committee meeting.

Board Oversight of Risk

One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our executive and senior officers are responsible for the day-to-day management of the material risks we face. Our board of directors administers its oversight function directly as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. Specifically, the three standing board committees are responsible for oversight of the following risks:

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Our board of directors encourage management to promote a corporate culture that incorporates risk management into our company’s day-to-day business operations.

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, as amended effective January 1, 2022, our non-employee directors are entitled to receive initial and annual equity awards. During the year ended December 31, 2021, non-employee directors received an annual equity award valued at $250,000, 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 of continuous service as a member of our board of directors following the grant date. In addition, new non-employee directors receive an initial equity award valued at $375,000, 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. Further, each initial 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. Each non-employee director may elect to receive: (i) 100% of the total dollar value of his or her equity awards in the form of restricted stock units (RSUs), (ii) 100% of the total dollar value of his or her equity awards in the form of options to purchase shares of our common stock, or (iii) half of the total dollar value of his or her equity awards in RSUs and half in options. The number of RSUs covered by an award is determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. The number of shares underlying stock options is calculated based on a 2:1 ratio to RSUs. Under our 2015 Equity Incentive Plan, 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, 2021 each non-employee director was eligible to receive compensation for his or her service on our board of directors and committees thereof consisting of annual cash retainers. The following table sets forth the annual cash retainer that each non-employee director was eligible to receive during the year ended December 31, 2021.

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Effective January 2022, upon the recommendation of the compensation committee, our board of directors approved an increase of $10,000 to our Lead Independent Director compensation to continue to bring our director compensation more in alignment with compensation programs of other companies in our peer group, as well as our compensation philosophy.

Under our non-employee director compensation program, as amended in March 2022 as described below, each non-employee director may also 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 are

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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 are computed in accordance with the Black-Scholes model used by us for valuing options in our financial statements; each such option has a term of ten years (subject to earlier expiration upon the termination of the director’s service) and is 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 are computed based on the average price per share of the Company’s Common Stock in the 30 days prior to the grant date.

In March 2022, all of our non-employee directors and certain of our executives elected to change in their form of compensation such that they would each receive equity in lieu of their respective salaries and cash retainers for the remainder of 2022. In connection with such election, our board of directors approved an amendment to our director compensation program to enable each non-employee director to elect to receive all or a portion of his or her annual cash retainer in the form of fully vested RSUs. Pursuant to such amendment, each of Drs. Baynes, Bertagnolli, R. Chapman and Healy and Messrs. Cozzens and Rosenman elected to receive RSUs in lieu of their respective cash retainers for the for the remainder of 2022. Mr. Botha will continue to receive stock option awards in lieu of his cash retainer, based on his prior election; and Dr. Marcus will continue to receive stock option awards in lieu of one-half of her cash retainer based on her prior election, and has elected to receive RSUs in lieu of one-half of her cash retainer. All such elections will remain effective for all subsequent fiscal quarters until such non-employee director changes his or her election. The RSUs will have a grant date fair market value equal to the quarterly cash retainer otherwise payable to such non-employee director and calculated in accordance with our non-employee director compensation program, as amended.

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

The following table sets forth information about the compensation for service during the year ended December 31, 2021 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, 2021. 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, 2021.

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The following table summarizes the fully-vested options granted to our non-employee directors in lieu of cash retainers for our fiscal year 2021:

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Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with our board of directors or with an individual member of our board of directors may do so by writing to our board of directors or to the particular member of our board of directors, care of the Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All clearly marked written communications, other than unsolicited

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advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. Please note that the foregoing communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding.

Corporate Responsibility and Sustainability

We seek to create positive environmental and social impacts by supporting our employees, connecting with our communities, and being prudent stewards over Natera.

Employee Well-Being

We operate in an industry in which competition for highly qualified personnel is intense. In addition to our compensation programs, we are highly focused on talent acquisition, retention and development. We conduct an annual employee engagement survey, the results of which inform internal company and management goals to help ensure impactful and meaningful actions in response to feedback received. Our annual employee evaluation process helps us to support developing employees as well as identify and cultivate high performers, and we have various initiatives underway to further develop leaders and managers. We offer compensation and benefits programs, which can vary by region, and can include annual bonuses, stock-based compensation awards, a 401(k) plan with employee matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental leave, and employee assistance programs. We work to ensure pay equity by annually assessing our compensation practices and working with external compensation consultants to design and benchmark our program.

In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interests of our employees and which comply with government orders in all the states and countries where we operate. In an effort to keep our employees safe and to maintain operations during the COVID-19 pandemic, we implemented a number of health-related measures, including implementing a general work from home policy and restricting on-site access to essential employees such as laboratory personnel, increasing hygiene, cleaning and sanitizing procedures at our office and laboratory facilities, and policies regarding matters such as masking and vaccinations in accordance with local rules and guidelines.

More recently, in response to recent events in Russia and Ukraine, we have created a company fund to support Naterans with family members in Ukraine, to help with family relocation or other emergency needs.

Community Involvement

We believe that it is important to make a difference by helping others in our communities. We pursue that goal through financial support and volunteering our time and talents. For example, Natera Nurtures is an employee-led initiative whose aim is to provide an employee resource for volunteer events; and the Green Team is an employee-led initiative to promote a culture of sustainability at our company. We have also partnered with organizations on various initiatives, such as donating surplus food to local nonprofits in order to benefit local communities as well as reduce Scope 3 emissions.

Diversity and Inclusion

Diversity is one of our company core values, and we believe in creating an inclusive and equitable environment that represents a broad spectrum of backgrounds and cultures. We have two employee resource groups committed to furthering our efforts in this area. Women of Natera and our Diversity & Inclusion Group both serve as resources to the organization in fostering a culture of inclusion and diversity by providing a platform of networking, ongoing learning and exchange to support professional development and promote workplace equality and diversity. In addition, we have a donation matching program that supports healthcare organizations that are committed to diversity and inclusion, whereby the company matches employee donations to March of Dimes, Health Equity Initiative and Ronald McDonald House Charities.

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Environmental

At the heart of our organization is a desire to do good – in caring for patients, ensuring the health and well-being of our workforce, and responsible stewardship of the planet and our environment. We believe that protecting our planet requires leadership from all sectors of industry, including biotechnology and health care organizations such as ours; to that end, we have increased our efforts and focus in promoting and maintaining a culture of sustainability and environmental responsibility. We believe that sustainability is every employee’s responsibility, and have created an internal Environmental, Social, and Governance (ESG) core team whose responsibility is to advise and steer projects, events and programs across the organization; we’ve also created an employee-led Green Team to empower employees to drive sustainability projects throughout our operations, while inspiring all employees to take action in their personal lives. Our intent is to reduce our environmental footprint in areas where we can make the greatest impact, including by innovating within our supply chain, in waste operations, and in energy efficiency, as well as implementing eco-friendly initiatives and engaging in community outreach and involvement.

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EXECUTIVE OFFICERS

The following table provides information concerning our executive officers as of March 15, 2022:

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Steve Chapman. See biographical information set forth above under “Proposal One — Election of Directors — Information Regarding the Nominees and Other Directors.”

Michael Brophy has served as our Chief Financial Officer since February 2017. Previously, he served as our Senior Vice President, Finance and Investor Relations since September 2016, and prior to that, as our Vice President, Corporate Development and Investor Relations since September 2015. Prior to joining Natera, Mr. Brophy served as an executive director from January 2014 to September 2015, and as a vice president from 2011 to 2013, in the investment banking division at Morgan Stanley where he focused on advising corporate clients in the life science tools and diagnostics sector. Mr. Brophy holds an M.B.A. from the University of California, Los Angeles and a Bachelor of Science in Economics from the United States Air Force Academy.

Robert Schueren has served as our Chief Operating Officer since January 2019. Prior to joining Natera, Mr. Schueren served as chief executive officer and president of IntegenX Inc., a biotechnology company, from March 2013 to January 2019. Mr. Schueren served as vice president and general manager of the Genomics Solutions division at Agilent Technologies Inc. from January 2010 to January 2013; and prior to that, Mr. Schueren served at various companies including Genentech, Inc. and Arcturus Bioscience. Mr. Schueren recently joined the board of directors of Olink Holding AB, a provider of proteomics products and services. Mr. Schueren holds a Bachelor of Science in Pharmacy from Temple University.

Daniel Rabinowitz has served as our Secretary and Chief Legal Officer since April 2021, prior to which he served as our Secretary and General Counsel. Prior to joining Natera in 2004, Mr. Rabinowitz was a corporate partner at the law firm McDermott, Will & Emery from 2001 to 2004, and, before that, was also a corporate lawyer at the law firm Davis Polk & Wardwell from 1994 to 2001. Mr. Rabinowitz holds a Bachelor of Arts degree and a Bachelor of Laws degree from the University of the Witwatersrand, South Africa, and a Master of Laws degree from New York University School of Law.

Matthew Rabinowitz. See biographical information set forth above under “Proposal One — Election of Directors — Information Regarding the Nominees and Other Directors.”

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis (CD&A) describes the philosophy, objectives, process, components and material aspects of our 2021 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for the following individuals who were our “named executive officers,” or “NEOs,” during our 2021 fiscal year:

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Quick CD&A Reference Guide

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Company Overview

We are a diagnostics company with proprietary molecular and bioinformatics technology that we are applying to change the management of disease worldwide. Our cell-free DNA (cfDNA) technology combines our novel molecular assays, which reliably measure many informative regions across the genome from samples as small as a single cell, with our statistical algorithms which incorporate data available from the broader scientific community to identify genetic variations covering a wide range of serious conditions with high accuracy and coverage. Our initial focus was in the women’s health space, in which we develop and commercialize non- or minimally-invasive tests to evaluate risk for, and thereby enable early detection of, a wide range of genetic conditions, such as Down syndrome. Our technology is now also being proven in the oncology market, in which we are commercializing, among others, a personalized blood-based DNA test to detect molecular residual disease and monitor disease recurrence, as well as in the organ health market, with tests to assess organ transplant rejection. Since 2009, we have launched a comprehensive suite of products to improve patient care outcomes in women’s health, oncology and organ health. We intend to continue to expand our product portfolio and launch new products in the future. We seek to enable even wider adoption of our technology through our global cloud-based distribution model. In addition to our direct sales force in the United States, we have a global network of over 100 laboratory and distribution partners, including many of the largest international laboratories.

We launched Panorama, our non-invasive prenatal test (NIPT) in 2013 and have since gone from being the fourth company to enter the NIPT market to being the market leader by volume in the United States. We launched our Horizon carrier screening test in 2012. Panorama and Horizon together represented the significant majority of our revenues in 2021.

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2021 Select Business Highlights

2021 was another very successful year for us, driven by strong performance in our financial and operating results, clinical data generation, and commercial activities, including the following key accomplishments:

Natera had another milestone year despite the continued impact of the COVID-19 pandemic which severely affected, and to varying degrees continues to affect, the U.S. and other major economies and financial markets worldwide. We were able to build upon our efforts and the innovations we implemented in 2020, and again saw both our test volumes and the average selling prices of our tests increase in 2021 over the prior year.

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2021 Say on Pay Vote and Stockholder Engagement

At the 2021 annual meeting of stockholders, our stockholders approved the compensation of our NEOs on an advisory basis, with approximately 96% of the votes cast “For” such approval. The compensation committee interpreted stockholder approval of the executive compensation program at such a level as indicating that a substantial majority of stockholders view our executive compensation program, plan design and governance as continuing to be well aligned with our stockholders, their investor experience and business outcomes.

To ensure investor views are incorporated into our planning process, we engage with stockholders on an ongoing basis to gather their perspectives. Through this stockholder outreach, we have established important feedback channels that serve as a valuable resource for ongoing input from our stockholders.

2021 Target Pay Mix

For our NEOs, the 2021 target pay mix reflects the compensation committee’s executive compensation philosophy by emphasizing both short- and long-term incentives and objectives. The compensation committee allocated compensation of our NEOs among base salary, target annual cash incentives, and the grant date fair market value of long-term equity incentives in the form of both time-based and performance-based restricted stock units and options. The values and allocations were determined by the compensation committee with reference to the allocations among such elements at our peer group companies, taking into consideration our philosophy of emphasizing long-term incentives over cash compensation. The 2021 target pay mix summarized below includes both the annual refresh awards and the Performance LTIs described below under “Compensation Program Components—Long-Term Incentives”.

Each compensation element is discussed below and set forth in more detail in the 2021 Summary Compensation Table and 2021 Grants of Plan-Based Awards Table below.

Key Aspects of the 2021 Executive Compensation Program

Base Salaries. In 2021, the base salary of our Executive Chairman remained unchanged. In an effort to align base salaries with the competitive market and to recognize the efforts that resulted in the Company’s strong performance, the compensation committee increased the base salary of our CEO by 8.0%. Base salaries of our CFO and COO were increased by 3.0%, also to recognize their efforts that contributed to the Company’s strong performance in the year; and the base salary of our CLO, who was not an NEO in 2020, increased by 5.5% in connection with his promotion to such role during 2021.

Annual Cash Incentives. The compensation committee utilized company financial goals as the performance metrics for its annual cash incentive program. The compensation committee worked closely with management and with guidance from its independent compensation consultant to establish the targets and goals, setting them at levels that it considered

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rigorous and challenging, requiring substantial effort to achieve, appropriately incentivizing performance, and taking into account the relevant risks and opportunities.

The financial performance metrics consisted of the following components:

The compensation committee set a challenging revenue target of $549.2 million, which represented year-over-year growth of 40%. In addition, the compensation committee applied a rigorous performance curve, with the performance threshold for payout set at 85% of the target. The product gross margin target of 48.4% was also demanding, set at 140 basis points higher than the prior year, with the threshold performance for payout set at 80% of target. The cash flow goal was also designed to require substantial effort, taking into account the extensive investments and operating goals planned for the year, and set the performance threshold for payout at a cash burn of 125% of target (representing a lower level of cash flow). The compensation committee selected these metrics to incentivize the executive officers in the critical strategic priorities determined by our board of directors, consisting of top line revenue growth, operating profitability and cash flow management.

As described above, we grew total revenue in 2021 by 60% to $625.5 million driven by a 51% increase in volumes during the year. We increased our product gross margin to 49.1%. Our cash flow was $(374.1) million, which was below (i.e., represented a greater negative cash flow) the threshold level of performance for that metric. Based on these financial results, the compensation committee determined that overall weighted company financial achievement relative to the goals was 100.7% of target.

2021 Long-Term Incentives. In 2021, the long-term incentive equity awards granted to our NEOs consisted of both performance-based and time-based awards.

The compensation committee approved the grant of standard annual long-term incentive refresh awards to the NEOs, which were equally split between performance-based awards and time-based awards. The refresh awards granted to our Executive Chairman were in the form of time-based stock options and performance-based stock options (PSOs), and the refresh awards granted to our other NEOs were in the form of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs).

Each annual refresh performance-based award requires the achievement of an annual revenue target designed to be achievable, with substantial effort, within three years of the date of grant; and the time-based RSUs vest incrementally over 4 years, subject to continued service. Our compensation committee believes that the combination of performance-based and time-based awards incentivizes both the achievement of business and operational goals as well as continued service and retention.

To further support our pay-for-performance philosophy, further align the compensation of our executive officers with the interests of our stockholders, and further incentivize creation of incremental and long-term shareholder value, the compensation committee approved the grant of additional performance-based long-term incentives (Performance LTIs) in 2021 to each NEO. The 2021 Performance LTIs, in the form of PSOs for our Executive Chairman and PSUs for each of our other NEOs, partially vest based on the achievement of a specified market valuation of the Company within a six-year performance period, and vest further if such market valuation level is maintained over the longer term.

Later in the year, the compensation committee granted supplemental time-based RSUs to our CFO and COO to reward their exceptional performance during the year. The RSUs vest incrementally over 4 years, subject to continued service.

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CEO Compensation. Set forth below is a table summarizing the total annual compensation for our CEO in 2021.

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The compensation committee considers compensation to be “at risk” if it is subject to company or individual performance metrics or continued services requirements. The compensation committee utilizes at-risk compensation to tie compensation to performance, incentivize the achievement of long-term value to stockholders and promote retention. Approximately 98% of our CEO’s total 2021 compensation was variable and at-risk, with approximately 96% of his compensation in the form of equity. The PSUs and PSOs are tied to market valuation and revenue hurdles, and represented 86% of all 2021 equity grants to our CEO and 82% of his total compensation. The RSUs vesting over four years represented the remaining 14% of 2021 equity grants to our CEO.

II.Compensation Philosophy and Objectives

The primary objectives of our executive compensation program are to:

Reward the achievement of specified Company performance goals (pay for performance):   The compensation committee has designed our executive compensation program to include both cash and equity incentives tied to performance goals to motivate our executive officers to achieve key business objectives by tying the value of the compensation they receive to our performance relative to these business objectives.

Align our executive officers’ interests with those of our stockholders through long-term incentives linked to revenue growth and enhancement of stockholder value and that also facilitate executive retention:   The compensation committee uses equity for long-term incentive opportunities in order to motivate and reward executive officers to (i) deliver sustained long-term value to stockholders and (ii) achieve multiyear strategic goals, such as revenue growth and growth in our market valuation. The compensation committee believes using equity based on a mix of time- and performance-based goals creates strong alignment between the interests of our executive officers and those of our stockholders.

Attract, retain and motivate superior executive talent with market competitive compensation:   We must compete for executive talent in the fiercely competitive biopharmaceutical and technology industries in Austin, Texas and Silicon Valley, California. We seek high-caliber executive officers and managers who have diverse experience, expertise, capabilities and backgrounds to manage our business and carry out our strategy. The compensation committee references the amounts and compensation structures of executive officers in the companies in our compensation peer group and in industry surveys in connection with recruiting our executive officers and determining competitive pay levels.

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Compensation Program Governance

The compensation committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

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III. Compensation Determination Process

Role of the Compensation Committee

Pursuant to its charter, our compensation committee was established by our board of directors to assist with its oversight of the forms and amounts of compensation for our CEO and our other executive officers. Specifically, our compensation committee reviews annually and determines the appropriate compensation levels for our CEO and, in consultation with our CEO, our other executive officers, including base salaries, cash and equity-based incentive compensation, and employment or severance or change in control agreements. Our compensation committee establishes annual corporate goals and objectives for our CEO and other executive officers, in consultation with our management, and evaluates performance against such goals. Such goals and objectives also form the framework for the incentive compensation program applicable to our employees.

Our compensation committee also administers our incentive plans for employees and other service providers, including our equity incentive plans, although it has delegated to our CEO and CFO joint authority to approve certain equity award grants and modifications (other than to our executive officers) within established and specified guidelines and limitations. Finally, the compensation committee recommends to our board of directors for its approval the form and amount of compensation to be paid to the non-employee members of our board of directors.

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The compensation committee believes that the total compensation paid to our executive officers should be fair, reasonable and competitive, and that a significant portion of the total compensation should be tied to our annual and long-term performance.

Role of the Independent Compensation Consultant

Our compensation committee believes it is useful to obtain independent, objective expertise and counsel in connection with fulfilling its duties, and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities and duties.

The compensation committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), as its independent compensation consultant for 2021 compensation decisions. Aon reported directly to the compensation committee, and the compensation committee has the sole authority to retain, terminate and obtain the advice of Aon at the Company’s expense.

For 2021, Aon reviewed and advised on all principal aspects of our executive and non-executive compensation programs, including:

When making decisions about our executive compensation program, while the compensation committee takes into consideration the review and recommendations of Aon, ultimately the compensation committee makes its own independent decisions in determining our executives’ compensation.

Pursuant to SEC and Nasdaq rules, the compensation committee assessed the independence of Aon. The compensation committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence in doing so. The compensation committee also considered the nature and amount of work performed for the compensation committee and the fees paid for those services in relation to the firm’s total revenues. The compensation committee concluded that Aon was independent and that there were no conflicts of interest on the basis of its consideration of the foregoing and other relevant factors.

Compensation Peer Groups and Peer Selection Process

Relevant market and benchmark data provide a solid reference point and helpful context for making decisions. When making decisions about structure and component mix in designing our executive compensation program, the compensation committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of comparable peer companies, as derived from public filings and other sources.

With the assistance of Aon, the compensation committee developed a peer group using the following criteria: life sciences industry with an emphasis on companies in the genetic testing / bioinformatics space, stage of development, market capitalization, revenue and geography.

In an effort to maximize the appropriateness and thus usefulness of the peer group, and in light of changes in the key aspects of the Company, the compensation committee made certain changes to the peer group used for 2021 from the peer group used for 2020. In 2021, the compensation committee removed Inogen, Natus Medical, Precigen/Intrexon, and Vocera Communications, as these companies fell below our market capitalization range, as well as Genomic Health,

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which was acquired. The compensation committee added 10x Genomics, Amicus Therapeutics, Exelixis, Guardant Health, Penumbra and Veracyte, each of which met the peer group selection criteria.

The peer group referenced for decisions relating to 2021 executive compensation consisted of the following companies:

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The compensation committee has committed to review the peer group annually, consistent with best practices for corporate governance.

Role of Management

Our compensation committee works with members of our management, including our CEO, and our human resources, finance and legal professionals. Our CEO provides recommendations to the compensation committee regarding most compensation matters, including executive compensation and our annual and long-term incentive programs, and participates in discussions and decisions regarding compensation of our other executive officers. Our CEO, with members of our management, assists the compensation committee by providing information on corporate and individual performance and management’s perspective and recommendations on compensation matters for each executive officer, except for our CEO, whose performance is evaluated, and compensation determined, solely by the compensation committee. Our CEO is not present during voting or deliberations on his compensation. The compensation committee does not delegate any of its responsibilities to others in setting the compensation of our executive officers.

IV.Compensation Program Components

2021 Components

The compensation committee utilizes the components of compensation set forth in the chart below to achieve its executive compensation program objectives. The compensation committee regularly reviews all components of the program in order to ensure continued alignment between each executive officer’s total compensation and our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our overall company strategy and goal of enhancing long-term stockholder value.

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Base Salary

Base salaries help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team and provide fixed compensation to executive officers. Base salaries vary among executive officers based on a variety of considerations, including skills, experience, achievements and the competitive market for the position, and are individually determined according to each executive officer’s areas of responsibility, role and experience. The following were the annual base salaries of our NEOs for 2021, including a comparison to 2020.

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From time to time, the compensation committee may consider and approve base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries, but may also include a change in the competitive market, change of role or responsibilities, recognition for achievements, or market trends. The compensation committee establishes initial base salaries for newly-hired executive officers through arm’s-length negotiations at the time the executive officer is hired, taking into consideration the factors described above.

Annual Cash Incentive Plan

To focus and incentivize our executives to achieve short-term corporate financial performance objectives and reward performance and our overall success, with the intent ultimately of increasing stockholder value, a portion of each NEO’s compensation is tied to the achievement of our annual goals. Our NEOs are eligible to receive annual cash incentive awards, with the target bonus opportunity determined as a percentage of their base salary. The amount of the payout, if any, under the annual incentive plan is based upon achievement relative to company performance targets, and for NEOs other than our CEO and Executive Chairman, individual performance.

The following were the target bonus opportunities of our NEOs for 2021, as well as the relative weighting of company and individual performance for purposes of calculating their annual cash incentive payout:

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Using the peer group as a reference point, the compensation committee viewed our CEO’s target incentive opportunity as being below the competitive market, and thus increased such target opportunity in 2021 from 60% of base salary to 80% of base salary, to position his target total cash compensation (exclusive of equity grants) modestly above the 25^th percentile of our peer group.

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Company Performance

Our achievement against three financial metrics determines the amount of the payout, if any, under the company performance element of the annual cash incentive plan.

The compensation committee selected the financial metrics of Revenue, Product Gross Margin and Operating Cash Flow to focus executive officers on the critical strategic priorities of top line revenue growth, operating profitability and cash generation.

In setting the performance metric levels, the compensation committee chose target thresholds that it considered rigorous and challenging and that took into account the relevant risks and opportunities, and the Company’s business objectives. In particular, the compensation committee reviewed the relevant financial objectives set as a result of the development of the fiscal year budget, considering various risks of achieving specific actions that underlie the targets, the implied performance relative to prior years, and risks associated with various macroeconomic factors.

The compensation committee also set a minimum performance threshold for each financial metric below which no payout would be earned for such metric, and maximum payout amounts for each metric. The intent of the minimum performance threshold was to help motivate performance for what were considered challenging metrics, and to reward efforts that may have resulted in substantial, though not complete, achievement of the metrics. The minimum performance threshold for 2021 Revenue was set at a high-performance level of 85% of the target goal, resulting in a 50% payout for such performance. The minimum performance threshold for Product Gross Margin was set at 80%, also resulting in a 50% payout for such performance. For the Operating Cash Flow goal, no bonus was to be earned unless the Company’s cash burn was no higher than 125% of the target goal, resulting in a 50% payout for such performance. The compensation committee set the maximum payout level for all three financial metrics at 120% of the target goal, a level that presents a significant challenge requiring exceptionally strong performance. The maximum amount for a metric could be earned upon achieving the Revenue and Product Gross Margin metrics at 115% and 120%, respectively, of the target goal, and upon achieving Operating Cash Flow of 75% or lower of the target cash burn goal. The minimums and maximums for each metric are set forth in the table in “—Achievement” below.

Achievement

Based upon a review of our audited financial results and performance for 2021, the compensation committee confirmed achievement of our company performance goals as set forth in the “Metric Achieved” column in the table below, resulting in an overall weighted average payout of 100.7% for such goals.

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Individual Performance

Under the 2021 annual cash incentive plan, the NEOs other than the CEO and Executive Chairman were also incentivized by an individual performance measure. This component of the executive compensation program is included to provide for a well-rounded assessment of executive performance encompassing leadership and the broad spectrum of responsibilities inherent in senior executive roles, resulting in an improved correlation of pay and performance.

With respect to Messrs. Brophy, Schueren, and D. Rabinowitz, our compensation committee, based on the recommendation of our CEO, determined achievement of the individual performance component of their incentive compensation at 100% of target, 110% of target, and 100% of target, respectively.

Payout

The compensation committee determined the cash incentive compensation payout for 2021 performance based on achievement of the company and individual performance elements described above, in accordance with each NEO’s weighting for each element. The total cash incentive compensation paid to each NEO for 2021 performance is set forth in the following table.

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Long-Term Incentives

Long-term equity incentives represent the third and largest component of the executive compensation program. The long-term incentive opportunity is designed to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. Our compensation committee has found these equity types to be effective in aligning the interests of management, including our NEOs, to company financial and business performance and to the creation of overall stockholder value, and to appropriately reward executives for growing our business.

We utilize both time-based and performance-based equity awards. Our performance-based equity awards vest either upon the achievement of specified business goals (referred to in this Compensation Discussion and Analysis as Performance Stock Units (PSUs) and Performance Stock Options (PSOs)), or upon the achievement of market capitalization-based goals (referred to in this Compensation Discussion and Analysis as Performance LTIs). Because executive officers will generally only receive value if they remain employed by us over the required term, long-term equity incentives promote retention and foster an ownership culture among our executive officers, as they are also stockholders with a personal stake in the value they are incentivized to create, and they promote retention. These equity incentives also support a compensation philosophy that emphasizes pay that rewards performance. We generally grant Performance LTIs only to certain executives whose performance we believe more directly impacts, and therefore can be incentivized by, market valuation-based goals.

In 2021, as in prior years, the types of equity vehicles granted to the NEOs included PSUs, PSOs and Performance LTIs, complemented by time-based RSUs and stock options.

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The compensation committee establishes target value of long-term incentive opportunities for each of the NEOs. In determining the value and size of the long-term incentive opportunity, the compensation committee considers:

Performance LTI awards are not a part of our standard annual equity refresh program; rather, our compensation committee has granted these awards strategically, when it has deemed it appropriate to do so based on Company performance and outlook as well as individual performance and goals. In 2020, the compensation committee had made grants of Performance LTIs to our CEO, CFO and COO, which required a 70% increase in market valuation from the grant date in order to vest, to a market valuation of $4 billion. To further incentivize our CEO, the compensation committee granted Mr. Chapman additional Performance LTI awards requiring achievement of a market valuation metric of $5 billion, representing a 117% increase in our market valuation from the grant date. At the time of grant, these goals were expected to take up to two to three years to achieve. However, our market valuation (or share price) performance significantly exceeded expectations during the year, reflecting a series of extraordinary accomplishments; as a result, the $4 billion milestone was achieved in September 2020, and the $5 billion milestone was achieved in October 2020.

Consequently, in 2021, to leverage and expand upon the incentives intended by the 2020 Performance LTI awards in support of our pay-for-performance philosophy, to align with the interests of our stockholders, and to further incentivize creation of incremental and long-term shareholder value, the compensation committee approved the grant to our CEO, CFO, COO and Executive Chairman of new supplemental Performance LTIs. In addition, in connection with

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Mr. Daniel Rabinowitz’s promotion to CLO effective April 2021, in October 2021 the compensation committee granted a 2021 Performance LTI award to Mr. Daniel Rabinowitz.

Consistent with prior Performance LTI awards, subject to the NEO’s continued service, 50% of the 2021 Performance LTIs vest based on achievement of a specified market valuation milestone within the performance period. The awards vest further in 25% increments, also subject to the NEO’s continued service, at each of nine and 15 months after the market valuation milestone is met, if such valuation level is maintained as of each such date. The market valuation target of $13 billion for the 2021 Performance LTIs was designed to require a substantial increase in the Company’s market valuation – approximately 40%, or $3.6 billion – in order for such Performance LTI to begin vesting. As of March 31, 2022, the Company’s market valuation was approximately $3.9 billion; an increase in our market valuation of approximately 232%, or $9.1 billion, is required for the Performance LTI awards to begin vesting. The performance period within which the milestone must be met in order for each 2021 Performance LTI to begin vesting is six years from the grant date.

The following is a summary of the equity awards granted to our NEOs in 2021.

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The compensation committee intends to continue to utilize long-term incentive awards as part of our compensation program. In addition to the annual equity refresh awards, the compensation committee may on occasion grant supplemental awards, including supplemental time-based awards and Performance LTIs, to recognize and reward exceptional performance or to incentivize future performance. In addition, the compensation committee generally also grants long-term incentive awards to individuals who are promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities and to incentivize such individual accordingly – such as was the case with Mr. Daniel Rabinowitz’s promotion to CLO during 2021, as well as in situations involving a leadership transition, or to newly-hired executive officers.

Other Elements of Compensation

Retirement Benefits

We have established a 401(k) tax-deferred savings plan, which permits participants, including our NEOs, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. We are responsible for administrative costs of the 401(k) plan. We match contributions made by our employees, including our NEOs, to the 401(k) plan in an amount equal to 50% of the employee’s contribution, up to 6% of the employee’s

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compensation (comprising base salary and bonus) and subject to other limitations under applicable laws. For all employees hired on or after January 1, 2015, matching contributions vest 25% after the first full year of service, 50% after the second full year of service, 75% after the third full year of service, and 100% after the fourth full year of service. Matching contributions are fully vested for all employees hired before January 1, 2015, including all of our NEOs except for Mr. Schueren, who was hired in January 2019.

Employee Benefits and Perquisites

Our named executive officers are eligible to participate in our health and welfare plans to the same extent as are all full-time employees generally. Benefits offered to our named executive officers serve a different purpose than do the other elements of total compensation. In general, they are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death. We generally do not provide our named executive officers with perquisites or other personal benefits.

Change in Control and Severance Arrangements

As further described immediately below and in “Severance and Change in Control Benefits” further below, we believe that the possibility of a change in control creates uncertainty for our officers regarding their continued employment because such transactions frequently result in senior management changes. Change in control protections help to alleviate concerns of our officers regarding the possible occurrence of such a transaction, allowing them to focus their attention on our business. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles.

Pursuant to our arrangements with each of Messrs. Chapman, Brophy, Schueren, Mr. Daniel Rabinowitz and Dr. Matthew Rabinowitz, if we terminate the employment of such executive for reasons other than good cause (including such executive’s death or permanent disability), or if such executive resigns for certain good reasons, then he will be eligible to receive certain cash severance and other benefits and accelerated vesting of equity or equity-based awards, with such benefits enhanced if such involuntary termination occurs in connection with our change in control. Generally, such benefits are contingent on execution of a general release of claims by the officer. We have not provided any excise tax gross-ups to any of our named executive officers in the event of a change of control. Additional details are provided under “Severance and Change in Control Benefits” below.

In recognition of Mr. Chapman’s strong performance in his role as our CEO, our compensation committee has approved new severance and change in control benefits that will apply to Mr. Chapman. Our compensation committee has authorized the preparation of an amendment to Mr. Chapman’s amended and restated employment agreement to reflect the approved terms, which are described in further detail under “Severance and Change in Control Benefits” below.

Dr. Rabinowitz is also eligible for accelerated vesting of certain of his equity if we are subject to a change in control (regardless of whether he also experiences an involuntary termination in connection with such change in control). In addition, in light of Dr. Rabinowitz’s evolving role and responsibilities with us since stepping down as our CEO, and in recognition of the value of his ongoing contributions to the Company, in May 2021 our compensation committee approved certain amendments to Dr. Rabinowitz’s employment agreement with us, including to certain terms relating to severance and change in control, which are described in further detail under “Severance and Change in Control Benefits” below.

Certain Developments Following End of Our 2021 Fiscal Year

In January 2022, as part of its annual review of executive compensation, our compensation committee approved the following base salaries for our named executive officers and the following annual target cash incentive bonus

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opportunities. The “New Base Salary” column in the table below reflects each executive officer’s base salary effective as of January 1, 2022.

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*No change from 2021.

In March 2022, in order to express confidence in the Company’s fundamentals and outlook, certain of our executives and all of our non-employee directors elected to change their form of compensation such that they will each receive equity in lieu of their respective salaries and cash retainers for the remainder of 2022. In connection with such election, the compensation committee approved the grant of RSUs to each of Messrs. Chapman, Brophy, and Schueren and Dr. Rabinowitz for the number of shares of our common stock indicated in the table below, which have a grant date fair value equal to each such executive’s salary for the remainder of 2022, calculated based on the Company’s closing price on the Nasdaq Stock Market on March 11, 2022. The RSUs will vest in full on December 31, 2022, subject to each such executive’s continuous service to the Company through the vesting date.

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Hedging and Pledging Policy

We maintain an Insider Trading Policy that, among other things, prohibits all employees and agents, including our named executive officers, directors, consultants and independent contractors, or their designees, from engaging in “hedging” transactions with respect to our securities. This includes short sales, hedging of stock ownership positions, transactions involving derivative securities relating to our securities (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities that are either (i) granted to an employee or director of Natera as part of the compensation of such employee or director or (ii) held, directly, or indirectly, by such employee or director. In addition, we also restrict pledging of our securities as collateral for a loan or holding our securities in margin accounts; subject, however, to certain limited exceptions, including transactions pursuant to a trading plan that complies with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Executive Stock Ownership Guidelines

We believe that Natera and our stockholders are best served when executive officers manage the business with a long-term perspective. As such, in January 2021, we adopted stock ownership guidelines that apply to our executive officers as well as our directors, as we believe stock ownership is an important tool to strengthen the alignment of interests among our leadership and our stockholders, to reinforce our officers’ and directors’ commitment to us, and to

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demonstrate our commitment to sound corporate governance. The following table summarizes our stock ownership requirements.

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The following are the types of shares and equity rights that are included in the calculation of stock ownership for purposes of this policy:

Individuals covered by our stock ownership policy are expected to attain the applicable target ownership within five years of the later of (i) policy adoption, (ii) promotion (where a new guideline applies), or (iii) joining the Company or board of directors, as applicable.

Risk Analysis of Our Compensation Plans

Our management assesses and discusses with our compensation committee our compensation policies and practices for our employees as they relate to our risk management. Based on this assessment, we do not believe that any risks arise from such policies and practices that are reasonably likely to have a material adverse effect on us now or in the future.

Timing of Equity Awards

Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled quarterly compensation committee meetings whenever practicable. Our process is generally to approve the annual equity refresh grants, including performance-based awards, at meetings of the compensation committee in the first half of each year. However, the compensation committee may otherwise approve the grant of equity awards outside of a pre-scheduled meeting in connection with a new hire, promotion, and other circumstances where the compensation committee deems it appropriate to make such grants.

Tax Considerations: Section 162(m)

When reviewing compensation matters, the compensation committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers. The compensation committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of the Company and its stockholders.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee

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is required to render service in exchange for the award. Grants of stock options and restricted stock units under our equity incentive award plans are accounted for under ASC Topic 718. Our Board or compensation committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, the compensation committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

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Compensation Committee Report

The compensation committee of our board of directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in this proxy statement, with our management. Based on this review and discussion, the compensation committee has recommended to our board of directors that the Compensation Discussion and Analysis be included in our proxy statement.

Members of the Natera, Inc. Compensation Committee:

Todd Cozzens, Chair

Rowan Chapman

James Healy

Herm Rosenman

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Summary Compensation Table

The following table provides information concerning the compensation for services rendered during the years ended December 31, 2019, 2020 and 2021 by our Chief Executive Officer, Chief Financial Officer and our three other executive officers as of December 31, 2021, whom we refer to as our named executive officers.

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In accordance with SEC rules, the grant date fair value of an award subject to a performance condition is based on the probable outcome of the condition. For the performance-based awards reflected in the table, the grant date fair value assumes such awards will become eligible to vest at their target level (no maximum is applicable to such awards).

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2021 Grants of Plan-Based Awards

The following table sets forth certain information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2021. Except as otherwise indicated in the footnotes to the table below, all of the following awards were made under our 2015 Equity Incentive Plan. For a description of the acceleration of vesting provisions applicable to the stock options and stock units granted to our named executive officers, see the section of this proxy statement entitled “Potential Payments Upon Termination or Change in Control.”

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