Natera (NTRA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 11, 2026, to be held virtually, with four director elections, ratification of the auditor, advisory votes on executive compensation and its frequency, and an amendment to the equity incentive plan on the agenda.

• 2025 saw strong financial performance: $2.3 billion in revenue (36% growth), 3.5 million tests processed, and significant product launches and acquisitions.

• Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors (terms expiring 2029) and one Class I director (term expiring 2028).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory (non-binding) vote on executive compensation and on the frequency of future say-on-pay votes (board recommends annual frequency).

• Approval sought for an amendment to the 2015 Equity Incentive Plan to increase authorized shares by 3.2 million.

Board of directors and corporate governance

• Board consists of 11 members, 73% independent, with a lead independent director and separated CEO/Chair roles.

• Regular board and committee self-evaluations, annual refreshment, and external legal counsel involvement.

• Committees: Audit, Human Capital, and Nominating/Corporate Governance/Compliance, all fully independent.

• Board diversity and expertise in diagnostics, finance, business strategy, and technology.