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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

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

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):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:
$

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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[MISSING IMAGE: lg_nateracondelthrive-4c.jpg]

April 13, 2021

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Natera, Inc. that will be held on Tuesday, May 25, 2021 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/NTRA2021 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, four persons will be elected as Class III 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, 2021, to approve, on an advisory (non-binding) basis, the compensaction 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, 2021, 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 2021 Annual Meeting of Stockholders and our 2020 Annual Report on Form 10-K. 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.

Very truly yours,

[MISSING IMAGE: sg_stevenchapman-bw.jpg]

Steve Chapman
Chief Executive Officer and President

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NATERA, INC.
13011 McCallen Pass
Building A Suite 100
Austin, Texas 78753

NOTICE OF ANNUAL MEETING
FOR 2021 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:

Tuesday, May 25, 2021 at 11:30 a.m. Pacific Time.

Virtual Meeting Location:

The Annual Meeting will be held in virtual meeting format at www.virtualshareholdermeeting.com/NTRA2021. There is no physical location for the Annual Meeting.

For instructions on how to attend and vote your shares at the virtual Annual Meeting, see the information in the accompanying proxy statement in the section titled “Questions and Answers About Procedural Matters.”

Items of Business:

(1)

To elect the four directors named in the proxy statement accompanying this notice to serve as Class III directors until the annual meeting of stockholders held in 2024 and until their successors are duly elected and qualified.

(2)

To ratify the appointment of Ernst & Young LLP as Natera, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

(3)

To approve, on an advisory (non-binding) basis, the compensation of our named executive officers, as disclosed in this proxy statement.

(4)

To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Our board of directors recommends a vote “FOR” each of the director nominees and “FOR” each of proposals 2 and 3. These items of business are more fully described in the proxy statement accompanying this notice.

Adjournments and
Postponements:

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date:

You are entitled to vote if you were a record owner of Natera, inc. common stock as of the close of business on April 1, 2021.

Voting:

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

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instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About Procedural Matters.”

The Notice will be mailed to stockholders of record on or about April 13, 2021. The Notice contains instructions on how to access our proxy statement for our 2021 Annual Meeting of Stockholders and our 2020 Annual Report to Stockholders on Form 10-K (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.

By order of the board of directors,

Steve Chapman
Chief Executive Officer and President

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about April 13, 2021.

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	Page
QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS		1
Annual Meeting		1
Stock Ownership		2
Quorum and Voting		3
Stockholder Proposals and Director Nominations		6
Additional Information about the Proxy Materials		7
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2021		8
PROPOSAL ONE – ELECTION OF DIRECTORS		9
General		9
Nominees		9
Information Regarding the Nominees and Other Directors		9
PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		14
General		14
Principal Accounting Fees and Services		14
Pre-Approval of Audit and Non-Audit Services		14
PROPOSAL THREE – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		16
CORPORATE GOVERNANCE		17
Governance of Our Company		17
Code of Conduct		17
Board Composition		17
Director Independence		18
Considerations in Evaluating Director Nominees		18
Board Leadership Structure		19
Board Committees		19
Stockholder Recommendations for Nominations to the Board of Directors		21
Compensation Committee Interlocks and Insider Participation		21
Meetings of the Board of Directors		21
Executive Sessions		21
Board Oversight of Risk		21
Director Compensation		22
Stockholder Communications with the Board of Directors		25
Corporate Responsibility and Sustainability		25
EXECUTIVE OFFICERS		27
EXECUTIVE COMPENSATION		28
Compensation Discussion and Analysis		28
Compensation Committee Report		42
Summary Compensation Table		42
2020 Grants of Plan-Based Awards		43
Outstanding Equity Awards at 2020 Fiscal Year-End		45
Fiscal 2020 Option Exercises and Stock Vested		49

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	Page
Severance and Change in Control Benefits		49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		55
EQUITY COMPENSATION PLAN INFORMATION		58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		58
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		59
AUDIT COMMITTEE REPORT		60
OTHER MATTERS		61

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NATERA, INC.
13011 McCallen Pass
Building A Suite 100
Austin, Texas 78753

PROXY STATEMENT FOR THE NATERA, INC.

2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2021

This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2021 annual meeting of stockholders (the Annual Meeting) to be held at 11:30 a.m. Pacific Time on Tuesday, May 25, 2021, 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/NTRA2021. There is no physical location for the Annual Meeting. Beginning on or about April 13, 2021, 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 2021 Annual Meeting of Stockholders and our 2020 Annual Report to Stockholders on Form 10-K (together, 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.

QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

Why am I receiving these proxy materials?

You are receiving these proxy materials from us because you were a stockholder of record of Natera, Inc. at the close of business on April 1, 2021 (the Record Date). Our board of directors is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held virtually on Tuesday, May 25, 2021 at 11:30 a.m. Pacific Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. We intend to commence distribution of the Notice, and if applicable, proxy materials to stockholders on or about April 13, 2021. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.

How can I get electronic access to the proxy materials?

Our proxy materials are available at www.proxyvote.com and on our website at http://investor.natera.com. Our website address is included for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

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 terminate it.

What is included in the proxy materials?

The proxy materials include:

•

this proxy statement for the Annual Meeting;

•

our 2020 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended December 31, 2020; and

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•

the proxy card or a voting instruction form for the Annual Meeting, if you have requested that the proxy materials be mailed to you.

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and named executive officers, corporate governance, and certain other required information.

How can I attend the virtual Annual Meeting?

The Annual Meeting will be held in a virtual meeting format. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location, improved communication and cost savings to our stockholders and support the health of our stockholders and employees given the continuing public health impact of the coronavirus pandemic (COVID-19). You may participate in the virtual Annual Meeting if you were a stockholder of Natera as of the close of business on April 1, 2021 (the Record Date), or if you hold a valid proxy for the Annual Meeting. You will be able to attend and participate in the Annual Meeting, including submitting questions and voting your shares during the meeting, by visiting www.virtualshareholdermeeting.com/NTRA2021. 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. Online check-in will begin at 11:15 a.m. Pacific Time, 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, 2022.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. We encourage you to check in at 11:15 a.m. Pacific Time on May 25, 2021, the day of the Annual Meeting, to allow ample time for check-in procedures and so you may address any technical difficulties before the Annual Meeting live webcast begins.

Why are you holding a virtual Annual Meeting?

We are holding this year’s Annual Meeting in a virtual-only format in light of the continuing public health impact of the ongoing COVID-19 pandemic, to support the health, safety and well-being of our directors, management, stockholders and community. In addition, we believe that the virtual meeting format will provide expanded access, improved communication and cost savings for our stockholders and our company, while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. Just as with our prior in-person meetings, during the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting and as time permits.

Stock Ownership

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholders of record — If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the “stockholder of record,” and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Annual Meeting.

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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

How many shares must be present or represented to conduct business at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws (the Bylaws), and Delaware state law. The presence — by meeting attendance or by proxy — of a majority of the aggregate voting power of the issued and outstanding shares of stock entitled to vote at the meeting will constitute a quorum at the meeting. Except as otherwise expressly provided by our amended and restated certificate of incorporation, or certificate of incorporation, or Bylaws, the holders of shares of common stock will vote together as a single class on all matters submitted to a vote or for the consent of the stockholders of Natera. Each holder of common stock will have the right to one vote per share of common stock. A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (“withhold,” or “abstain”) with respect to a particular matter.

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.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Who is entitled to vote at the Annual Meeting?

Holders of record of our common stock at the close of business on April 1, 2021, the Record Date, are entitled to receive notice of and to vote their shares at the Annual Meeting. As of the Record Date, we had 87,627,484 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder of common stock of Natera will be entitled to one vote for each share of common stock held as of the close of business on the Record Date. We do not have cumulative voting rights for the election of directors.

How can I vote my shares while attending the virtual Annual Meeting?

Shares held in your name as the stockholder of record may be voted at the virtual Annual Meeting. Shares held beneficially in street name may be voted at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the virtual Annual Meeting, we recommend that you also submit your proxy card, if you have requested one, or following the voting directions described below, so that your vote will be counted if you later decide not to attend the virtual Annual Meeting.

How can I vote my shares without attending the virtual Annual Meeting?

Stockholder of record — If you are a stockholder of record, there are three ways to vote without attending the Annual Meeting:

•

Via the Internet — You may vote by proxy via the Internet by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials by mail, by following the instructions provided on the proxy card.

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•

By Telephone — You may vote by proxy by telephone by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials by mail, by calling the toll free number found on the proxy card.

•

By Mail — If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

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.

What proposals will be voted on at the Annual Meeting?

At the Annual Meeting, stockholders will be asked to vote:

(1)

to elect the four directors identified in this proxy statement to serve as Class II directors until the annual meeting held in 2024 and until their successors are duly elected and qualified;

(2)

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021;

(3)

to approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

(4)

to transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

What is the voting requirement to approve each of the proposals?

Proposal One — 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.

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.

How does the board of directors recommend that I vote?

Our board of directors unanimously recommends that you vote your shares:

•

“FOR” the four nominees for election as director listed in Proposal One.

•

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.

•

“FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

What happens if I do not give specific voting instructions?

Stockholder of record — If you are a stockholder of record and you:

•

indicate when voting on the Internet or by telephone that you wish to vote as recommended by our board of directors; or

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•

sign and return a proxy card without giving specific voting instructions,

SEC Form DEF 14A filed by Natera, Inc.