Natera Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
The Board of Directors (the “Board”) of Natera, Inc., a Delaware corporation (the “Company”), based on the recommendation of the Board’s Nominating, Corporate Governance and Compliance Committee, (i) increased the size of the full Board from ten to eleven members and (ii) appointed Monica Bertagnolli as a member of the Board, in each case effective as of March 6, 2025. Dr. Bertagnolli previously served as a member of the Board from November 2020 until her resignation in August 2022 in connection with her appointment as Director of the National Cancer Institute.
Dr. Bertagnolli will serve as a Class III director, with an initial term expiring at the 2027 annual meeting of stockholders. There is no arrangement or understanding between Dr. Bertagnolli and any other persons pursuant to which Dr. Bertagnolli was elected as a director.
The Board determined that Dr. Bertagnolli qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of The Nasdaq Stock Market. The Board has appointed Dr. Bertagnolli to the Nominating, Corporate Governance and Compliance Committee of the Board.
In connection with her appointment to the Board, Dr. Bertagnolli will be entitled to receive cash and equity compensation consistent with that of the Company’s other non-employee directors. Such compensation is described in the Company’s Amended Compensation Program for Non-Employee Directors filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 as Exhibit 10.10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company’s form Notice of Stock Unit Award and form Stock Unit Agreement were filed with the SEC on June 18, 2024 as Exhibit 10.1 to the Company’s Current Report on Form 8-K. The initial equity award granted to Dr. Bertagnolli will vest as to one-third of the shares covered by such award on each of June 12, 2025, 2026, and 2027.
The Company also entered into an Indemnification Agreement with Dr. Bertagnolli, providing for indemnification and advancement of litigation and other expenses to Dr. Bertagnolli to the fullest extent permitted by law for claims relating to her service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on March 16, 2017 as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
There are no family relationships between Dr. Bertagnolli and any of the Company’s directors or executive officers, and Dr. Bertagnolli does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Natera, Inc. | ||
| By: | /s/ Michael Brophy | |
| Michael Brophy | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Dated: March 12, 2025