Natera, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: NTRA · Form: DEF 14A · Filed: Apr 24, 2024 · CIK: 1604821

Sentiment: neutral

Topics: Natera, NTRA, DEF 14A, Proxy Statement, Corporate Governance

TL;DR

<b>Natera, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending June 12, 2024.</b>

AI Summary

Natera, Inc. (NTRA) filed a Proxy Statement (DEF 14A) with the SEC on April 24, 2024. Natera, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 24, 2024. The filing covers the period ending June 12, 2024. The company's fiscal year ends on December 31. Natera, Inc. is incorporated in Delaware. The company's principal executive offices are located in Austin, TX.

Why It Matters

For investors and stakeholders tracking Natera, Inc., this filing contains several important signals. This DEF 14A filing is a standard disclosure for public companies, providing shareholders with information regarding annual meetings, director elections, executive compensation, and other corporate governance matters. Shareholders should review this document to understand key proposals, executive compensation details, and to make informed voting decisions.

Risk Assessment

Risk Level: low — Natera, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance disclosures rather than immediate financial or operational news.

Analyst Insight

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Natera, Inc. file this DEF 14A?

Natera, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 24, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Natera, Inc. (NTRA).

Where can I read the original DEF 14A filing from Natera, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Natera, Inc..

What are the key takeaways from Natera, Inc.'s DEF 14A?

Natera, Inc. filed this DEF 14A on April 24, 2024. Key takeaways: Natera, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 24, 2024.. The filing covers the period ending June 12, 2024.. The company's fiscal year ends on December 31..

Is Natera, Inc. a risky investment based on this filing?

Based on this DEF 14A, Natera, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance disclosures rather than immediate financial or operational news.

What should investors do after reading Natera, Inc.'s DEF 14A?

Review the proxy statement for details on executive compensation, director nominations, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does Natera, Inc. compare to its industry peers?

Natera, Inc. operates in the medical laboratories industry, providing diagnostic and screening services.

Are there regulatory concerns for Natera, Inc.?

As a public company, Natera, Inc. is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

Industry Context

Natera, Inc. operates in the medical laboratories industry, providing diagnostic and screening services.

Regulatory Implications

As a public company, Natera, Inc. is subject to SEC regulations and disclosure requirements, including the filing of proxy statements.

What Investors Should Do

  1. Review the executive compensation details for Named Executive Officers.
  2. Examine proposals related to director elections and corporate governance.
  3. Note any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from a previous filing type.

Filing Stats: 4,501 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-04-24 16:58:58

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 6 Proposal One – Election of Directors 7 General 7 Nominees 7 Information Regarding the Nominees and Other Directors 8 Family Relationship 13 Vote Required 13 Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm 14 General 14 Vote Required 14 Principal Accounting Fees and Services 14 Pre-Approval of Audit and Non-Audit Services 15 Proposal Three – Advisory Vote to Approve Executive Compensation 16 Vote Required 16 Proposal Four – Approval of Amended and Restated 2015 Equity Incentive Plan 17 The Background of the Amended and Restated 2015 Equity Incentive Plan 17 Why Stockholders Should Vote to Approve the Amended Plan 17 Reasons for the Amended Plan Proposal 18 Consequences if the Amended Plan is Not Approved 19 Material Terms of the Amended Plan 19 Certain Federal Income Tax Aspects of Awards Granted Under the Amended Plan 22 New Plan Benefits 24 Existing Plan Benefits 24 Vote Required 25 Corporate Governance 26 Governance of Our Company 26 Code of Conduct 26 Board Composition 27 Considerations in Evaluating Director Nominees 27 Director Independence 27 Board Leadership Structure 28 Board Diversity Matrix 29 Board Committees 29 Stockholder Recommendations for Nominations to the Board of Directors 33 Compensation Committee Interlocks and Insider Participation 33 Meetings of the Board of Directors 33 Executive Sessions 33 Board Oversight of Risk 33 Director Compensation 33 Stockholder Communications with the Board of Directors 37 Corporate Responsibility and Sustainability 37 Executive Officers 39

Executive Compensation

Executive Compensation 40 Compensation Discussion and Analysis 40 Compensation Committee Report 58 Summary Compensation Table 59 2023 Grants of Plan-Based Awards 60 Outstanding Equity Awards at 2023 Fiscal Year-End 62 Fiscal 2023 Option Exercises and Stock Vested 64 Severance and Change in Control Benefits 64

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 78 Equity Compensation Plan Information 81 Certain Relationships and Related Party Transactions 82 Section 16(a) Beneficial Ownership Reporting Compliance 84 Audit Committee Report 85 Other Matters 86 Questions And Answers About Procedural Matters 87 Annual Meeting 87 Stock Ownership 88 Quorum and Voting 89 Stockholder Proposals and Director Nominations 92 Additional Information about the Proxy Materials 94 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 12, 2024 94 This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2024 annual meeting of stockholders (the Annual Meeting) to be held at 9:30 a.m. Pacific Time on Wednesday, June 12, 2024, 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/NTRA2024. There is no physical location for the Annual Meeting. Beginning on or about April 24, 2024, 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 2024 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 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. Table of Contents Proxy Summary About The Meeting Meeting Date & Time Wednesday, June 12, 2024 at 9:30 a.m. Pacific Time. Virtual Meeting The Annual Meeting will be held in virtual meeting format at virtualshareholdermeeting.com/NTRA2024. There is no physical location fo

Executive Compensation Highlights

Executive Compensation Highlights The following charts illustrate the pay mix of our CEO and of our other named executive officers (NEOs) in 2023. Our CEO's pay mix comprised 94% variable, at-risk compensation. 50% of his total target compensation was performance-based, primarily in the form of performance-based restricted stock units (PSUs). Our other NEOs' pay mix comprised 90% variable, at-risk compensation, and 48% of total target compensation was performance-based, also primarily in the form of PSUs. CEO Pay Mix Other NEO Pay Mix 6 2024 Proxy Statement Table of Contents Proposal One Election Of Directors General Our board of directors may establish the authorized number of directors from time to time by resolution. The number of authorized directors is currently ten. Our board of directors is currently comprised of ten members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Our amended and restated certificate of incorporation and amended and restated bylaws that are currently in effect authorize only our board of directors to fill vacancies on our board of directors until the next annual meeting of stockholders. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. All of our director nominees have indicated their willingness to serve if elected, but if any of our director nominees should be unable or unwilling to stand for election, the shares represented by proxy may be voted for a substitute designated by our board of directors, unless a contrary instruction is indicated o

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