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 ~~director nominees for election at the Annual Meeting,~~directors, has indicated his intention to ~~serve~~resign from service as a director ~~if elected at~~effective as of the ~~Annual Meeting, through~~close of business on the date of our ~~2022~~ Annual ~~Meeting of Stockholders.~~

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

~~Four~~

Three Class ~~III~~I directors have been nominated for election at the Annual Meeting, each for a three-year term expiring in ~~2024,~~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 ~~Roelof Botha~~Roy Baynes, James Healy, ~~Steve Chapman~~, ~~Todd Cozzens~~and ~~Matthew Rabinowitz~~Gail Marcus for ~~election~~re-election as Class ~~III~~I directors.

Information Regarding the Nominees and Other Directors

Nominees for Class ~~III~~I Directors ~~For~~With a Term Expiring in ~~2024~~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, ~~47,~~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 ~~Square,~~23andme, a personal genetics company; Block, Inc. ~~(NYSE: SQ)~~, a provider of payments, financial and marketing services; Bird Global, a last-mile electric vehicle sharing company; MongoDB, Inc. ~~(Nasdaq: MDB)~~, a document-oriented database program developer; Unity, Inc, a 3D and VR content development platform; Eventbrite, Inc. ~~(NYSE: EB)~~, an event management and ticketing platform; ~~Unity, Inc (NYSE: U), a 3D and VR content development 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, ~~42,~~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

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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 ~~(NASDAQ: HCAT)~~ 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. Our board of directors believes that Mr. Cozzens is qualified to serve as a director based on his financial and managerial experience, his service on private company boards of directors and his experience with healthcare technology and information systems. Mr. Cozzens currently serves as the chair of our compensation committee and also serves on our audit committee.

~~Matthew Rabinowitz, Ph.D.~~, 48, 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. Prior to that, Dr. Rabinowitz co-founded an intelligent online merchandizing company which was sold in 2000. 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, awarded to 20 companies worldwide annually. He currently serves as a member of the board of directors or advisory board of a number of 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 service on a private company board, and his experience in the technology industry.

~~Incumbent Class II Directors Whose Term Expires in 2023~~

~~Monica Bertagnolli, M.D.,~~ 62, joined our board of directors in November 2020. Dr. Bertagnolli has held various professor of surgery roles at Harvard Medical School since 1999 and is currently professor of surgery in the field of surgical oncology. Dr. Bertagnolli is also 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 chair of the board of directors of the ASCO: Association of Clinical Oncology (ASCO), group chair and president of the Alliance for Clinical Trials in Oncology Foundation, and chief executive officer of Alliance Foundation Trials, LLC. In addition, Dr. Bertagnolli serves on the board of directors of Leap Therapeutics, Inc. (NASDAQ: LPTX), 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

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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.~~, 50, joined our board of directors in August 2019. Dr. Chapman is a founder, investor, and active independent board member. She most recently 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 (NYSE: GE) 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 is also a co-founder of a life sciences incubator, where she partners with entrepreneurs to launch new healthcare 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~~, 73, 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 (Nasdaq: GPRO), 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. (Nasdaq: HOLX), 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 (Nasdaq: OXFD), a commercial-stage diagnostics company, since 2013; Vivus, Inc. (Nasdaq: VVUS), a biopharmaceutical company, since 2013; and DermTech (Nasdaq: DMTK), 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. (OTCMKTS: ARYX), a private drug discovery and development company, Infinity Pharmaceuticals, Inc. (Nasdaq: INFI), 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~~, 48, is a co-founder of our company and has served as our Chief Technology Officer from 2007 to December 2020 and as a member of our board of directors. In 1999, Mr. Sheena co-founded PhoneSpots, Inc. (formerly PocketThis, Inc.), a mobile technology company serving mobile carriers worldwide. From June 1999 to December 2007, Mr. Sheena held various roles at PhoneSpots, Inc.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.

~~Incumbent Class I Directors Whose Term Expires in 2022~~

~~Roy Baynes~~, ~~M.D., Ph.D.~~, 66, has served as a member of our board of directors since July 2018. Dr. Baynes has been the senior vice president, head of global clinical development and chief medical officer at Merck Research Laboratories (NYSE: MRK), a biopharmaceutical company, since December 2013. Prior to this, Dr. Baynes served as senior vice president of oncology, inflammation and respiratory therapeutics at Gilead Sciences Inc. (Nasdaq: GILD), a biotechnology company, from January 2012 to December 2013 and the vice president global development and therapeutic area head hematology oncology at Amgen Inc.

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(Nasdaq: AMGN), a biopharmaceutical company, from 2002 to 2012. Dr. Baynes has served as a director of Atara Biotherapeutics, Inc. (Nasdsq: ATRA), a biopharmaceutical company, since September 2018 and as a director of Retrophin, Inc. (Nasdaq: RTRX), a biopharmaceutical company, since July 2016. Dr. Baynes has 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.

~~James Healy, M.D., Ph.D.~~, 56, 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 (OTCMKTS: BAYRY) (as successor to Miles Laboratories), a research based pharmaceutical company, and ISTA Pharmaceuticals, Inc. (Nasdaq: ISTA), a company specializing in ophthalmic pharmaceutical products. Dr. Healy is currently on the board of directors of Ascendis Pharma A/S (Nasdaq: ASND), a clinical-stage biopharmaceutical company; Coherus BioSciences, Inc. (Nasdaq: CHRS), a biologics platform company; Karuna Therapeutics Inc. (Nasdaq: KRTX), a clinical-stage biopharmaceutical company; Nucana plc (Nasdaq: NCNA), a clinical-stage biopharmaceutical company; ObsEva SA (Nasdaq: OBSV), a clinical-stage biopharmaceutical company; Y-mAbs (Nasdaq: YMAB), an oncology biologics development company; and three private companies. Dr. Healy has previously served on a number of public company boards of directors, including Amarin Corporation plc (Nasdaq: AMRN), a commercial-stage biopharmaceutical company; Anthera Pharmaceuticals, Inc. (OTCMKTS: ANTH), a biopharmaceutical company; Auris Medical Holding AG (Nasdaq: EARS), a specialty pharmaceuticals company; Edge Therapeutics, Inc. (Nasdaq: EDGE), a clinical-stage biotechnology company; and Iterum Therapeutics PLC (Nasdaq: ITRM), a clinical-stage pharmaceutical 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.~~, 64, 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. (NYSE: GTS), 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.

~~There are no family relationships among any of our directors or executive officers.~~

See “Corporate Governance” and “Corporate Governance — Director Compensation” below for additional information regarding our board of directors.

Family Relationship~~TABLE OF CONTENTS~~

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 ~~III~~ 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, ~~2021.~~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, ~~2021.~~2022. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because ~~we value~~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 ~~approval~~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, ~~2020~~2021 and ~~2019:~~2020:


	2021		2020
Audit Fees⁽¹⁾	$	2,798,575	$	2,781,962
Audit-Related Fees⁽²⁾		425,000		—
Tax Fees⁽³⁾		10,091		28,291
All Other Fees⁽⁴⁾		—		2,000
Total Fees	$	3,233,666	$	2,812,253

2020 2019
Audit Fees(1)
$ 2,781,962 $ 2,634,312
Audit-Related Fees — —
Tax Fees(2)
28,291 10,000
All Other Fees(3)
2,000 2,000
Total Fees $ 2,812,253 $ 2,646,312

(1)

Audit Fees: This category represents fees for professional services provided in connection with the integrated audit of our consolidated financial statements and of our internal control over financial reporting, review of our quarterly condensed consolidated financial statements, and audit services provided in connection with other regulatory or statutory filings for which we have engaged Ernst& Young LLP, including our registered public offerings.

(2)	Audit-Related Fees: This category includes due diligence services in connection with consummated and proposed acquisitions.

(3)	Tax Fees: This category consists of tax compliance, tax planning, and tax advice, including foreign tax return preparation.

(4)	All Other Fees: This category consists of subscription fees for accounting standards and financial reporting content database.

~~(1)~~

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Audit Fees: This category represents fees for professional services provided in connection with the integrated audit of our consolidated financial statements and of our internal control over financial reporting, review of our quarterly condensed consolidated financial statements, and audit services provided in connection with other regulatory or statutory filings for which we have engaged Ernst & Young LLP, including our registered public offerings.

~~(2)~~

~~Tax Fees: This category consists of tax compliance, tax planning, and tax advice, including foreign tax return preparation.~~

~~(3)~~

~~All Other Fees: This category consists of subscription fees for accounting standards and financial reporting content database.~~

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, ~~generally~~ pre-approves of all audit and permissible non-audit services

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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 ~~2020~~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, ~~2021.~~

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, ~~2020~~2021, which was another ~~successful~~milestone year for ~~Natera,~~us, driven by strong performance in our financial and operating results, ~~research and development achievements~~clinical data generation, and commercial activities across all areas of focus in the ~~business, in particular considering the significant and unprecedented impact of the COVID-19 pandemic.~~

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 ~~2021~~2022 annual meeting of stockholders, pursuant to the compensation disclosure rules of the SEC, including the ~~2020~~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 ~~2022~~2023 annual meeting of stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
~~PROPOSAL THREE.~~

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:

•●

prohibiting conflicts of interest (including protecting corporate opportunities);

•●

protecting our confidential and proprietary information and that of our customers and vendors;

•●

treating our employees, customers, suppliers and competitors fairly;

•●

encouraging full, fair, accurate, timely and understandable disclosure;

•●

protecting and properly using company assets;

•●

complying with laws, rules and regulations (including insider trading laws); and

•●

encouraging the reporting of any unlawful or unethical behavior.

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

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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 —~~ 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 ~~2021~~2022 Annual Meeting.

~~Dr. Bertagnolli was recruited to join our board through the services of a third party search firm.~~

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. ~~The~~As discussed in “Executive Sessions” below, the independent members of our board of directors ~~will hold separate regularly scheduled~~meet in executive session at both regular and specially called meetings ~~at which only independent directors are present.~~

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

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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. ~~The~~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 ~~evolve,~~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 ~~deems~~has determined that it is in the best ~~interest~~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)



Total number of directors	11
	Female	Male	Non-Binary	Did not disclose gender
Directors	3	8	-	-
Demographic information
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	-	-	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	11

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

~~Our audit committee was established in May 2015.~~

During the year ended December 31, ~~2020,~~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. ~~During the year ended December 31, 2020 and until~~ Mr. Rosenman ~~joined~~serves as the ~~audit committee as its~~ chair ~~in February 2020, Mr. Botha served as a member~~ of the audit ~~committee and Dr. Marcus served as its chair.~~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.

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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 ~~will be approved~~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

~~Our compensation committee was established in October 2013.~~

During the year ended December 31, ~~2020,~~2021, our compensation committee held ~~seven~~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.~~programs, including oversight of human capital management matters. Among other ~~things,~~matters, specific responsibilities of our compensation committee include evaluating the performance of our chief executive officer and our executive chairman and determining ~~our chief executive officer’s compensation. The~~each of their compensation, ~~committee also determines~~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. Our compensation committee also~~awards, reviews and approves various other compensation and benefits policies and ~~matters.~~

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, ~~2020,~~2021, our compensation committee engaged the compensation consulting services of ~~Radford, a compensation consulting firm,~~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. ~~Radford~~Aon reports directly to the compensation committee. ~~Radford~~Aon does not provide any services to us other than the services provided to the compensation committee. The compensation committee believes that ~~Radford~~Aon does not have any conflicts of interest in advising the compensation committee under applicable SEC rules or Nasdaq listing standards.

Our chief executive ~~officers~~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~~officer’s recommendations. Our compensation committee has delegated authority to a committee of executive officers to grant options and restricted stock units to, ~~employees~~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

~~Our nominating and corporate governance committee was established in May 2015.~~

During the year ended December 31, ~~2020,~~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. ~~During the year ended December 31, 2020 and until Dr. Bertagnolli joined the committee in March 2021, Dr. Healy served as a~~

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~~member of the 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 ~~evaluates~~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.~~

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, ~~2020,~~2021, the compensation committee of our board of directors was comprised of Messrs. Cozzens and Rosenman and Drs. Chapman and Healy. ~~Mr. Rosenman joined our compensation committee upon becoming an independent director in February 2020.~~ None of our executive officers serves, or served during our year ended December 31, ~~2020,~~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 ~~five~~six times during the year ended December 31, ~~2020.~~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, ~~2020.~~

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. ~~Six~~Seven of our directors attended our annual meeting of stockholders in ~~2020.~~

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:

●our audit committee is responsible for overseeing the management of risks associated

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with our financial reporting, accounting and auditing, and cyber- and information security matters;

●our compensation committee oversees the management of risks associated with our compensation policies and programs; and

●our nominating and corporate governance committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors and director succession planning.

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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 ~~Radford~~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, ~~2020,~~2022, our non-employee directors are entitled to receive initial and annual equity awards. During the year ended December 31, ~~2020,~~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 his or her equity awards:~~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 ~~directors~~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 directors~~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, ~~2020~~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. Effective January 2020, upon the recommendation of the compensation committee, our board of directors approved increases to our director compensation to continue to bring such compensation more in alignment with compensation programs of other companies in our peer group, as well as our compensation philosophy. The following table sets forth the annual cash retainer that each non-employee director was eligible to receive during the year ended December 31, ~~2020.~~

2021.

~~Position~~
Position	Retainer ($)
Board Member		45,000
Lead Independent Director		25,000
Audit Committee Chair		20,000
Compensation Committee Chair		15,000
Nominating and Corporate Governance Committee Chair		10,000
Audit Committee Member		10,000
Compensation Committee Member		7,500
Nominating and Corporate Governance Committee Member		5,000
Audit Committee Observer		N/A

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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, with the~~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~~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, ~~2020~~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, ~~2020.~~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, ~~2020.~~

Name
Fees Earned or
Paid in Cash
($)(1)

Stock
Awards
($)(2)(3)

Option
Awards
($)(4)(5)

Total
($)

Dr. Roy Baynes 50,000 116,896 144,977 311,873
Dr. Monica Bertagnolli* — — — —
Roelof Botha — — 393,419 393,419
Dr. Rowan Chapman 52,500 116,896 144,977 314,373
Todd Cozzens 70,000 233,792 — 303,792
Dr. James Healy 57,500 116,896 144,977 319,373
Dr. Gail Marcus 32,917 233,792 45,223 311,932
Herm Rosenman 70,833 116,896 144,977 332,706
2021.


	Fees Earned or	Stock	Option
	Paid in Cash	Awards	Awards	Total
Name	($)⁽¹⁾	($)⁽²⁾⁽³⁾	($)⁽²⁾⁽⁴⁾	($)
Dr. Roy Baynes	50,000	123,041	161,079	334,120
Dr. Monica Bertagnolli*	27,083	184,514	241,557	453,154
Roelof Botha	74,852	—	322,158	397,011
Dr. Rowan Chapman	52,500	123,041	161,079	336,620
Todd Cozzens	70,000	246,082	—	316,082
Dr. James Healy	61,458	123,041	161,079	345,578
Dr. Gail Marcus	64,833	246,082	—	310,965
Herm Rosenman	72,500	123,041	161,079	356,620

Dr. Bertagnolli was elected to our board of directors effective as of November 17, 2020. Dr. Bertagnolli has elected not to receive any cash or equity compensation pursuant to our director compensation program for services rendered prior to the Company’s 2021 Annual Meeting of Stockholders.

~~(1)~~

~~The amounts shown in this column represent the aggregate amounts of all fees earned or paid in cash for services as a director in 2020 as described above.~~

~~(2)~~

The amounts in this column include the aggregate grant date fair value of RSUs granted during the year ended December 31, 2020, computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021, for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards.

~~The amounts in this column represent restricted stock units granted to each of our non-employee directors on June 12, 2020 as part of each such director’s annual equity award.~~

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~~(3)~~

~~As of December 31, 2020, our non-employee directors held the following RSUs:~~

~~Name~~

Dr. Bertagnolli was elected to our board of directors effective as of November 17, 2020, and elected not to receive any cash or equity compensation pursuant to our director compensation program for services rendered prior to the Company’s 2021 annual meeting of stockholders.

(1)

The amounts shown in this column represent the aggregate amounts of all fees earned or paid in cash for services as a director in 2021 as described above. For Mr. Botha and Dr. Marcus, the amounts include annual cash retainers that the directors elected to receive in the form of fully vested options, as follows:

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~~RSUs~~(i)

Mr. Botha: $18,700 with respect to the option granted to Mr.Botha on April 9, 2021, $18,688 with respect to the option granted to Mr.Botha on July 23, 2021, $18,724 with respect to the option granted to Mr.Botha on October 8, 2021, and $18,741 with respect to the options granted to Mr.Botha on January 14, 2022; and

	(ii)	Dr. ~~Roy Baynes~~		~~2,856~~
Marcus: $8,113 with respect to the option granted to Dr. ~~Rowan Chapman~~			~~2,856~~
~~Todd Cozzens~~			~~5,712~~
Marcus on April 9, 2021, $8,083 with respect to the option granted to Dr. ~~James Healy~~			~~2,856~~
Marcus on July 23, 2021, $8,099 with respect to the option granted to Dr. ~~Gail~~ Marcus			~~5,712~~
~~Herm Rosenman~~			~~2,856~~	on October 8, 2021, and $8,089 with respect to the options granted to Dr.Marcus on January 14, 2022.

~~(4)~~

The amounts in this column include the aggregate grant date fair value of option awards granted to or earned by the director for compensation for service during the year ended December 31, 2020, computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021, for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards.

~~The amounts in this column consist of:~~

~~(i)~~

$144,977 with respect to the option to purchase 5,712 shares of our common stock granted to each of Drs. Baynes, Chapman and Healy, and Mr. Rosenman; $321,047 with respect to the option to purchase 12,649 shares of our common stock granted to Mr. Botha; and $13,452 with respect to the option to purchase 530 shares of our common stock granted to Dr. Marcus; each granted on June 12, 2020 with an exercise price of $40.93 as part of each such director’s annual equity award; and

~~(ii)~~

$16,234 with respect to the option granted to Mr. Botha on April 24, 2020, $18,735 with respect to the option granted to Mr. Botha on July 10, 2020, $18,704 with respect to the option granted to Mr. Botha on October 9, 2020, and $18,699 with respect to the options granted to Mr. Botha on January 8, 2021, in each case in accordance with Mr. Botha’s election to receive his cash retainer in the form of fully vested options; and

~~(iii)~~

$7,484 with respect to the option granted to Dr. Marcus on April 24, 2020, $8,100 with respect to the option granted to Dr. Marcus on July 10, 2020, $8,802 with respect to the option granted to Dr. Marcus on October 9, 2020, and $8,105 with respect to the options granted to Dr. Marcus on January 8, 2021, in each case in accordance with Dr. Marcus’s election to receive a portion of her cash retainer in the form of fully vested options.

~~(5)~~

The following table summarizes the fully-vested options granted to our non-employee directors in lieu of cash retainers for our fiscal year ~~2020:~~2021:


		Exercise Price	Option Awards
	Grant Date	($)	R. Botha	G. Marcus
Q1	04/09/2021	104.98	272	118
Q2	07/23/2021	114.00	252	109
Q3	10/08/2021	114.07	252	109
Q4	01/14/2022	67.37	424	183

Option Awards
Grant Date
Exercise Price
($)
R. Botha G. Marcus
Q1 4/24/2020 22.61 718 331
Q2 7/10/2020 46.92 643 278
Q3 10/9/2020 73.58 405 175
Q4 1/8/2021 111.17 263 114

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~~As of December 31, 2020, our non-employee directors held the following outstanding options to purchase shares of our common stock:~~

~~Name~~(2)

The amounts in these columns include the aggregate grant date fair value of stock awards and option awards granted during theyear ended December31, 2021, computed in accordance with FASB ASC Topic 718. See Note9 to our consolidated financial statements included in our Annual Report on Form10-K for theyear ended December31, 2021 filed on February25, 2022, for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards.

(3)	As of December31, 2021, our non-employee directors held the following outstanding RSUs:

	~~Options~~
Name		RSUs
Dr. Roy Baynes			~~42,942~~	1,307
~~Roelof Botha~~ Dr. Monica Bertagnolli			~~11,424~~	1,306
Dr. Rowan Chapman			~~35,712~~	1,307
Todd Cozzens			~~136,365~~	2,614
Dr. James Healy			~~38,881~~	1,307
Dr. Gail Marcus			~~38,474~~	2,614
Herm Rosenman			~~193,815~~	1,307

(4)	As of December 31, 2021, our non-employee directors held the following outstanding options to purchase shares of our common stock:


Name		Options
Dr. Roy Baynes		45,556
Dr. Monica Bertagnolli		3,920
Roelof Botha		6,267
Dr. Rowan Chapman		16,326
Todd Cozzens		33,760
Dr. James Healy		41,495
Dr. Gail Marcus		38,924
Herm Rosenman		151,926

Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with ~~the~~our board of directors or with an individual member of ~~the~~our board of directors may do so by writing to ~~the~~our board of directors or to the particular member of ~~the~~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 ~~that bring value~~ 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 ~~benefits package that includes competitive pay, an annual incentive plan, a defined contribution savings~~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 ~~employer match,~~effort to keep our employees safe and ~~senior-level equity, among~~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 ~~health-related and other benefits.~~

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, ~~in lieu of our annual company holiday party in 2020,~~ Natera ~~donated~~Nurtures is an employee-led initiative whose aim is to ~~the International 22q11.2 Foundation, the American Association of Kidney Patients,~~provide an employee resource for volunteer events; and the ~~Ronald McDonald House Charities.~~

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

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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.

~~In response to~~

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Environmental

At the ~~COVID-19 pandemic, we implemented significant changes that we determined were in the best interests~~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 ~~and which comply with government orders~~to drive sustainability projects throughout our operations, while inspiring all employees to take action in ~~all the states and countries~~their personal lives. Our intent is to reduce our environmental footprint in areas where we ~~operate. In an effort to keep~~can make the greatest impact, including by innovating within our ~~employees safe~~supply chain, in waste operations, and ~~to maintain operations during the COVID-19 pandemic, we implemented a number~~in energy efficiency, as well as implementing eco-friendly initiatives and engaging in community outreach and involvement.

Table 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, requiring face masks while on company premises, and implementing temperature checks and COVID-19 testing requirements in order to enter company facilities.

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EXECUTIVE OFFICERS

The following table provides information concerning our executive officers as of March 15, ~~2021:~~

2022:

~~Name~~		~~Age~~		~~Position(s)~~
Name	Age		Position(s)
Steve Chapman	43	42		Chief Executive Officer, President and Director
Michael Brophy	42	41		Chief Financial Officer
Robert Schueren	60		Chief Operating Officer
Daniel Rabinowitz	53		Secretary and Chief Legal Officer
Matthew Rabinowitz	49	48		Executive Chairman (former Chief Executive Officer and President)
~~Robert Schueren~~		59		~~Chief Operating Officer~~
~~Jonathan Sheena~~		48		~~Founder and Director (former Chief Technology Officer)~~

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

Michael Brophyhas 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.

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

Robert Schuerenhas 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.

~~Jonathan Sheena~~.

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 ~~additional~~material aspects of our ~~2020~~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”:~~

“NEOs,” during our 2021 fiscal year:

~~Name~~		~~Position~~
Name	Position
Steven L. Chapman		Chief Executive Officer (CEO)
Michael B. Brophy		Chief Financial Officer (CFO)
Robert A. Schueren		Chief Operating Officer (COO)
~~Matthew Rabinowitz~~ Daniel Rabinowitz*	Chief Legal Officer (CLO)	~~Executive Chairman~~
Jonathan Sheena* Matthew Rabinowitz	Executive Chairman	~~Founder, Director, and Former Chief Technology Officer~~

~~Mr. Sheena stepped down as our Chief Technology Officer effective November 30, 2020 but remains employed with us as a Co-Founder and continues to serve as a director on our board.~~

*	Mr. Rabinowitz was promoted to Chief Legal Officer effective April 1, 2021 and previously served as the Company’s General Counsel.

Quick CD&A Reference Guide

	Executive Summary			Section I
	Compensation Philosophy and Objectives			Section II
	Compensation Determination Process			Section III
	Components of our Compensation Program			Section IV
	Additional Compensation Policies and Practices			Section V

~~Executive Summary~~

Executive Summary

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 ~~or cfDNA,~~(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 ~~best-in-class~~high accuracy and coverage. Our ~~technology has been proven clinically and commercially~~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.

~~We are~~ Our technology is now ~~translating our success~~also being proven in ~~women’s health and applying our core technology to~~ 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 toin the organ health market, ~~initially~~ with ~~a test~~tests to assess ~~kidney transplants for~~organ transplant rejection. Since 2009, we have launched a comprehensive suite of 11products 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 ~~women’s health space, as well as products~~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 ~~oncology~~the United States, we have a global network of over 100 laboratory and ~~in organ health.~~ distribution partners, including many of the largest international laboratories.

We launched Panorama, our non-invasive prenatal test ~~or NIPT,~~(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 ~~represent~~represented the significant majority of our ~~revenues.~~

revenues in 2021.

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~~2020~~

2021 Select Business Highlights

~~2020~~

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

●

Total revenues were $625.5 million, a 60% increase over the prior year and exceeding our revenue guidance for the year, driven primarily by a 53% increase in tests processed over the prior year

●

Gross profit was $307.1 million, representing a gross margin of 49.1% compared to 48% in 2020¹

●

We had a strong year of clinical data generation across all areas of our business, which resulted in readouts, presentations and publications of important study data in 2021 and early 2022. Highlights include:

publication of results from our SNP based Microdeletion and Aneuploidy RegisTry (SMART) study, the largest prospective NIPT study to date, in the American Journal of Obstetrics and Gynecology highlighting strong performance for both aneuploidies and microdeletions;

data presented at the ASCO Gastrointestinal Cancers Symposium from the prospective, multi-site CIRCULATE-Japan study using our Signatera molecular residual disease (MRD) test, demonstrating for the first time that MRD testing is predictive of chemotherapy benefit in colorectal cancer; and

large scale, prospective data on the performance of our Prospera transplant assessment test in each of kidney, heart and lung, the latter two of which represent new Prospera tests that we launched during 2021

●

We made significant strides towards expanding reimbursement coverage across all areas of our business:

we achieved an important milestone with the publication of 22q11.2 microdeletion syndrome data from our SMART study in the American Journal of Obstetrics and Gynecology, addressing a set of criteria that we understand to be prerequisite for 22q11.2 microdeletion syndrome screening to be included in practice guidelines issued by the American College of Obstetricians and Gynecologists for routine prenatal screening;

we received a final local coverage determination from the Centers for Medicare & Medicaid Services (CMS) Molecular Diagnostics Services Program (MoLDX) for the serial use of our Signatera MRD test for Medicare patients being treated with immunotherapy, regardless of tumor type; and

our Prospera test gained reimbursement coverage under a local coverage determination issued by MoLDX that provides a pathway to coverage of donor-derived cell-free DNA (dd-cfDNA) testing to evaluate solid organ transplants

•

●

We validated and launched significant, technology-enabled improvements to three of our major product offerings:

our Panorama NIPT test is now powered by artificial intelligence to enable highly accurate results on samples for which a result would otherwise be difficult to determine;

our Signatera test is able to assess the rate of change in quantity over time, or velocity, of ctDNA in early-stage colorectal cancer patients, to provide additional information that may be used to predict patient survival and outcomes, further stratify MRD-positive patients, and inform disease management; and

we enhanced the performance of our Prospera Kidney test with the ability to report, in addition to the fraction of dd-cfDNA, the quantity of dd-cfDNA and total cfDNA

~~Total revenues were $391 million, a 29% increase over the prior year and exceeding our revenue guidance for the year, driven primarily by a 28% increase in tests processed over the prior year~~

•

~~Gross profit was $187.4 million, a 48% increase over 2019, representing a gross margin of 48% compared to 42% in 2019, primarily due to increased test volumes and improved cost of goods sold per test~~1

•

We saw the unique aspects of our technology in non-invasive prenatal testing, or NIPT, highlighted in a long-awaited change to professional society guidelines issued by the American College of Obstetrics and Gynecology, or ACOG, and supported by the Society for Maternal-Fetal Medicine, or SMFM, supporting NIPT for all pregnancies; following this change, most of the largest commercial insurers in the U.S. updated their coverage policies to include NIPT for all pregnancies

•

We showed exceptional performance of our technology across several metrics in our SNP based Microdeletion and Aneuploidy RegisTry, or SMART, study, the largest prospective NIPT study and the only to collect genetic confirmation of outcomes on the vast majority of subjects; this study also served to validate our new artificial intelligence platform for our Panorama NIPT

•

We received final Medicare coverage for our Signatera molecular residual disease, or MRD, test in colorectal cancer, marking our first covered indication for Signatera; this was followed quickly by a draft local coverage determination to expand Medicare coverage to immunotherapy response monitoring

•

~~We obtained positive Medicare coverage and favorable reimbursement pricing for our Prospera organ transplant test~~

•

We expanded our laboratory footprint at our Austin, Texas facility to significantly increase our testing capacity, enabling us to further improve upon our cost of goods sold, and to support our growth and operational continuity

Natera had ~~a remarkable~~another milestone year despite the ~~significant and unprecedented~~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 ~~acted quickly~~were able to modify our business practices in order to prioritize the health and safety of our employees, customers and business partners, including implementing measures to support the continued functionality of our laboratories. Furthermore, we introduced innovative services and initiatives to enable continuity of care and access to our testing services across our women’s health, oncology and organ health businesses. As a result ofbuild upon our efforts and the innovations we implemented in 2020, and again saw both our test volumes ~~as well as~~and the average ~~blended~~ selling ~~price~~prices of our tests ~~increased from~~increase in 2021 over the ~~previous year, resulting in a positive impact to our results~~prior year.

¹	Gross profit is calculated as GAAP total revenues, which were $625.5 million in fiscal 2021, less GAAP cost of revenues, which was $318.4 million in fiscal 2021. Gross margin is calculated as gross profit divided by GAAP total revenues.

Table of ~~operations for the year.~~Contents

We incurred additional and unforeseen operating costs as a result of the COVID-19 pandemic, and experienced a significant diversion of our management’s and employees’ time, attention and other resources to COVID response measures and initiatives; despite these circumstances, we decided not to adjust any of the performance or payout metrics under our cash and non-cash incentive programs. Nevertheless, we exceeded, by meaningful margins, two out of three of our company performance targets, reflecting a very successful 2020 driven by the achievements highlighted above.

~~2020~~

2021 Say on Pay Vote and Stockholder Engagement

At the ~~2020~~2021 annual meeting of stockholders, our stockholders approved the compensation of our NEOs on an advisory basis, with approximately ~~95%~~96% of the votes cast “For” such approval. The compensation committee interpreted stockholder approval of the executive compensation program at such a level as

~~Gross profit is calculated as GAAP total revenues less GAAP cost of revenues. Gross margin is calculated as gross profit divided by GAAP total revenues.~~

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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.

~~2020~~

2021 Target Pay Mix

For our NEOs, the ~~2020~~2021 target pay mix reflects the compensation committee’s executive compensation philosophy by emphasizing both short- and long-term incentives and objectives.

Consistent with this philosophy, a meaningful majority of annual target total compensation is variable, at-risk pay. Specifically, as illustrated by the following graphics, in 2020, 95% of our CEO’s target total compensation was at-risk compensation, and 87% of the target total compensation for our CFO and COO was at risk. The compensation committee considers compensation to be “at risk” if it is subject to company or individual performance metrics. The compensation committee allocated compensation of our NEOs among base salary, target annual cash ~~incentive plan amounts~~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 ~~and consistent with,~~ the allocations among such elements at ~~the~~our peer group ~~companies.~~

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”.

Diagram

Description automatically generated

Each compensation element is discussed below and set forth in more detail in the ~~2020~~2021 Summary Compensation Table and ~~2020~~2021 Grants of Plan-Based Awards Table below.

Key Aspects of the ~~2020~~2021 Executive Compensation Program

~~2020 CEO Compensation~~. Approximately 95% of total CEO compensation was variable and at-risk, with 92% in the form of equity. Performance-based restricted stock units (PSUs) and options tied to market capitalization and revenue hurdles represented 79% of all equity grants and 73% of total compensation. The other 21% of equity grants was in the form of time-based restricted stock units (RSUs) vesting over four years.

Base Salaries. In ~~2020,~~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 ~~CEO~~CFO and COO were increased by 8%3.0%, also to recognize their efforts that contributed to the Company’s strong performance in the year; and the base salary of our ~~CFO~~CLO, who was not an NEO in 2020, increased by ~~19%~~5.5% in connection with his promotion to such role during 2021.

Annual Cash ~~Incentive~~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.

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The financial performance metrics consisted of the following components:

(i)

Revenue, weighted at 55%,

(ii)

Product Gross Margin, weighted at 35%, and

(iii)

Operating Cash Flow, weighted at 10%.

~~(i)~~

~~Revenue, weighted at 55%,~~

~~(ii)~~

~~Gross Margin, weighted at 35%, and~~

~~(iii)~~

~~Cash Flow, weighted at 10%.~~

The compensation committee set a challenging revenue target of ~~$352 million.~~$549.2 million, which represented year-over-year growth of 40%. In addition, the compensation committee applied a rigorous performance curve, with ~~a minimum~~the performance threshold for payout set at 85% of the target. The product gross margin target of 48.4% was also demanding, ~~200~~set at 140 basis points higher than the prior year, with ~~minimum~~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 ~~substantial planned~~extensive investments and operating goals planned for the year, and set ~~a minimum~~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 ~~2020~~2021 by ~~29%~~60% to ~~$391~~$625.5 million ~~based on~~driven by a ~~28%~~51% increase in ~~tests processed~~volumes during the year. We increased our product gross margin to ~~48%; and our~~49.1%. Our cash flow was ~~$(145) million.~~$(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 ~~107.9%~~100.7% of target.

~~2020~~

2021 Long-Term Incentives. ~~Our 2020~~In 2021, the long-term ~~incentives for~~incentive equity awards granted to our NEOs ~~was comprised~~consisted of ~~PSUs, RSUs and Performance LTIs (other than for our Executive Chair, who received a mix 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 ~~CEO, who received an equity mix consisting~~other NEOs were in the form of ~~all five types~~time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs).

Each annual refresh performance-based award requires the achievement of ~~equity). The PSU performance metric was~~ an annual revenue target designed to be achievable, with substantial effort, within three ~~years. The Performance LTIs were granted~~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, ~~and to~~further align the compensation of our executive officers with the interests of our stockholders, and ~~took~~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 ~~and stock options that begin to~~for each of our other NEOs, partially vest based on the achievement of a specified market ~~capitalization thresholds~~valuation of the Company within a six-year performance period, and vest further if such ~~capitalization levels are~~market valuation level is maintained over the longer term. ~~The two market capitalization targets were set so as to require an increase of approximately 70% and 117%, respectively,~~

Later in the ~~Company’s~~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.

Long-Term Incentives

Annual Awards⁽¹⁾

Performance LTIs⁽²⁾

Type of
Compensation

Base
Salary
($)

Target
Annual Cash
Incentive
($)

PSUs
($)

RSUs
($)

PSOs
($)

Total
($)

Compensation

525,000

420,000

3,100,000

7,231,313

8,386,125

22,762,438

% of Total

2.3%

1.8%

13.6%

31.8%

36.8%

100%

(1)

The grant value of each annual refresh award is a pre-determined dollar value from which the number of PSUs and RSUs to be granted were calculated.

(2)

Represents the aggregate grant date fair value of stock awards or option awards granted in the applicable fiscalyear computed in accordance with FASB ASC Topic 718.

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 ~~capitalization in order for such Performance LTIs~~valuation and revenue hurdles, and represented 86% of all 2021 equity grants to ~~begin vesting.~~

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.~~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:


What We Do
	Pay for Performance		The majority of ~~total~~our executive compensation is variable and at-risk.
	Diverse and Balanced Short- and Long-Term Compensation		The allocation of incentives among the annual cash incentive plan and ~~the~~ long-term ~~incentive plan~~equity awards incentivizes continued performance to reach shorter-term goals without over-emphasizing short-term performance at the expense of achieving long-term goals.
	Combination of Balanced Performance Metrics		To ensure that no single measure affects compensation disproportionately, we use a diverse set of financial and ~~milestone~~operational performance ~~metrics~~goals in the design of our incentive program, including revenue growth and growth in our ~~annual incentive plan.~~	market valuation.
	Independent Compensation Consultant		To provide information and advice for use in compensation committee decision-making, our compensation committee has engaged an independent compensation consultant.
	Peer Data		For compensation decisions, we develop and reference a peer group of companies based on industry, revenue, development stage, ~~and~~ market capitalization ~~to reference.~~	and geography.
	Cap Bonus Payouts; Fixed Equity Grants		We generally grant equity by reference to a specified dollar value. Our annual cash incentive plan has an upper limit on the amount of cash that may be earned.
	Risk Assessment		We conduct an annual risk assessment of our compensation program.
Stock Ownership Guidelines		Effective beginning in January 2021, our executive officers and directors are required to maintain certain levels of stock ownership.

	What We Don’t Do
No Hedging of Company Securities		We prohibit employees and non-employee directors from engaging in hedging or short sale transactions in Company securities.
No Excessive Perks		We generally do not provide any perquisites to executive officers.
No Excise Tax Gross-Ups		We do not provide excise tax gross-ups.

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.

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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 ~~Radford, part of the Rewards~~Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), as its independent compensation consultant for ~~2020~~2021 compensation decisions. ~~Radford~~Aon reported directly to the compensation committee, and the compensation committee has the sole authority to retain, terminate and obtain the advice of ~~Radford~~Aon at the Company’s expense.

For ~~2020, Radford~~2021, Aon reviewed and advised on all principal aspects of our executive and non-executive compensation programs, including:

●

assisting in developing a peer group of publicly-traded companies to help assess our compensation programs;

●

assisting in developing a competitive compensation strategy and consistent executive and non-executive compensation assessment practices relevant to a public company, including review and recommendation of our performance-based cash and equity-based incentive programs, as well as the equity strategy for the Company covering type of equity, dilution and grant levels; and

●

meeting regularly with the compensation committee to review all elements of executive compensation, including the competitiveness of the executive compensation program against peer companies.

•

~~assisting in developing a peer group of publicly-traded companies to help assess our compensation programs;~~

•

~~meeting regularly with the compensation committee to review all elements of executive compensation, including the competitiveness of the executive compensation program against approved peer companies.~~

When making decisions about our executive compensation program, while the compensation committee takes into consideration the review and recommendations of ~~Radford,~~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 ~~Radford.~~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 ~~Radford~~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 ~~Radford,~~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 ~~2020~~2021 from the peer group used for ~~2019. The~~2020. In 2021, the compensation committee removed ~~Imperva~~Inogen, Natus Medical, Precigen/Intrexon, and ~~Pacific Biosciences (acquired), MiMedx Group (delisted), Castlight Health (below~~Vocera Communications, as these companies fell below our market capitalization ~~range) and Eagle Pharmaceuticals (not~~range, as well ~~aligned).~~as Genomic Health,

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

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The peer group ~~used in connection with~~referenced for decisions relating to ~~2020~~2021 executive compensation consisted of the following companies:


10x Genomics, Inc.		Model N, Inc.
Amicus Therapeutics, Inc.		NanoString Technologies, Inc.
Cardiovascular Systems, Inc.			~~Invitae Corporation~~		Nevro Corp.
	CareDx, Inc.		NeoGenomics, Inc.
Emergent BioSolutions Inc.		New Relic, Inc.
Exelixis, Inc.		Penumbra, Inc.
FibroGen, Inc.		PTC Therapeutics, Inc.
Glaukos CorporationQualys, Inc.Guardant Health, Inc.		Quidel Corporation
Invitae Corporation		Supernus Pharmaceuticals, Inc.
iRhythm Technologies, Inc.			~~New Relic,~~ Teladoc Health, Inc.
	~~Emergent BioSolutions Inc.~~			Ironwood Pharmaceuticals, Inc.		~~PTC Therapeutics,~~ Veracyte, Inc.
	~~FibroGen, Inc.~~			Luminex Corporation		~~Qualys, Inc.~~
	~~Genomic Health, Inc.~~			~~Model N, Inc.~~		~~Quidel Corporation~~
	~~Glaukos Corporation~~			~~NanoString Technologies, Inc.~~		~~Supernus Pharmaceuticals, Inc.~~
	~~Inogen, Inc.~~			~~Natus Medical Incorporated~~		~~Teladoc Health, Inc.~~
	~~Intrexon Corporation~~			~~NeoGenomics, Inc.~~		~~Vocera Communications, Inc.~~

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

~~2020~~

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.~~

strategy and goal of enhancing long-term stockholder value.

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	~~Element~~			~~Description~~		~~Purpose~~
Element		Description		Purpose
Base Salary			Fixed cash compensation ~~Determined~~ based on each executive officer’s role, individual skills, experience, performance, positioning relative to competitive market and internal equity.		Base salaries are intended to provide stable compensation to executive officers, allow us to attract and retain superior executive talent and maintain a consistent, stable leadership team.
	Short-Term Incentives: Annual Cash Incentive Opportunities			Variable cash compensation based on the level of achievement of certain pre-determined annual performance objectives ~~and comprise~~tied to company and/or individual performance. Performance metrics typically include financial objectives. Performance against company financial goals must be at least 75-85% of target in order to earn any credit toward a payout with respect to that goal. Cash incentives based on company performance are capped at a maximum of 120% of base salary.		Annual cash incentive opportunities are designed to align our executive officers in pursuing our short-term goals; payout levels are generally determined based on actual financial results and the degree of achievement of company and individual performance.
	Long-Term Incentives: Equity-Based Compensation			Variable equity-based compensation. ~~Performance-based~~ Annual performance-based equity: restricted stock units (PSUs) and stock options (PSOs) that vest based on the attainment of performance goals. ~~Performance LTIs:~~ Annual time-based equity: Restricted stock units (RSUs) and stock options that vest over time based on continued service. Supplemental performance awards: PSUs and PSOs that vest based on the attainment of market ~~capitalization-based~~valuation-based performance ~~goals.~~ ~~Time-based equity: Restricted stock units (RSUs) and stock options that vest~~goals over ~~time.~~ multiple measurement periods.		Equity-based compensation is designed to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders, as well as to attract and retain executive officers for the long term.

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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 ~~2020,~~2021, including a comparison to ~~2019.~~

NEO 2019 Base Salary ($) 2020 Base Salary ($) Change (%)
Steven L. Chapman 450,000 486,000 8
Michael B. Brophy 353,600 420,800 19
Robert A. Schueren 412,000 445,000 8
Matthew Rabinowitz* 333,000 333,000 0
Jonathan Sheena** 198,000 198,000 0
2020.


NEO	2020 Base Salary ($)	2021 Base Salary ($)	Change (%)
Steven L. Chapman	486,000	525,000	8
Michael B. Brophy	420,800	433,400	3
Robert A. Schueren	445,000	458,400	3
Daniel Rabinowitz*	360,000	380,000	5.5
Matthew Rabinowitz**	333,000	333,000	0

~~Reflects 60% full-time equivalent salary~~

~~Reflects time commitment of 30 hours / week~~

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In 2020, the base salary of our Executive Chairman remained unchanged. In an effort to align base salaries within the market range of the peer group, the compensation committee increased the base salaries of the CEO and the COO by 8%, and the base salary of the CFO by 19%.

*	Mr. Rabinowitz was promoted to CLO, and became an executive officer of the Company, effective April 1, 2021

**	Reflects 60% full-time equivalent salary

From time to time, the compensation committee ~~might~~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 ~~the~~our CEO and Executive Chairman, individual performance.

The following were the target bonus opportunities of our NEOs for ~~2020,~~2021, as well as the relative weighting of company and individual performance for purposes of calculating their annual cash incentive payout:


	Target Incentive Bonus	Company Performance	Individual Performance
NEO	(% of Base Salary)	(%)	(%)
Steven L. Chapman	80	100	—
Michael B. Brophy	50	80	20
Robert A. Schueren	50	80	20
Daniel Rabinowitz	45	50	50
Matthew Rabinowitz	50	100	—

NEO
Target Incentive Bonus
(% of Base Salary)

Company Performance
(%)

Individual Performance
(%)

Steven L. Chapman 60 100 0
Michael B. Brophy 50 80 20
Robert A. Schueren 50 80 20
Matthew Rabinowitz* 50 100 0
Jonathan Sheena** 40 80 20

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 ~~measures~~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.

●

Revenue (weighted 55%). The compensation committee emphasized revenue growth as the highest priority in light of the Company’s stage of development and market opportunity. We generate revenues primarily from the sale of our Panorama and HCS tests. Our two primary distribution channels are our direct sales force and our laboratory partners.

●

Product Gross Margin (weighted 35%). Product gross margin is defined as GAAP total revenues less GAAP cost of revenues divided by GAAP total revenues.

●

Operating Cash Flow (weighted 10%). Cash flow represents the difference between the Company’s cash balance at the beginning of the year and at the end of the year, excluding cash provided by financing activities.

•

~~Revenue (weighted 55%)~~. The compensation committee emphasized revenue growth as the highest priority in light of the Company’s stage of development and market opportunity and window. We generate revenues primarily from the sale of our Panorama and HCS tests. Our two primary distribution channels are our direct sales force and our laboratory partners.

•

~~Gross Margin (weighted 35%). Gross margin is defined as GAAP total revenues less GAAP cost of revenues divided by GAAP total revenues.~~

•

~~Cash Flow (weighted 10%). Cash flow represents the difference between the Company’s cash balance at the beginning of the year and at the end of the year, excluding cash provided by financing activities.~~

In setting the performance metric levels, the compensation committee chose ~~targets~~target thresholds that it considered rigorous and challenging and that took into account the relevant risks and ~~opportunities.~~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, ~~and~~ the implied performance relative to prior years, and risks associated with various macroeconomic factors.

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The compensation committee also set a minimum performance threshold for each ~~target~~financial metric below which no payout ~~was~~would be earned for such ~~target,~~metric, and maximum payout amounts for each ~~target.~~metric. The intent of the minimum performance threshold was to help motivate performance for what were considered challenging ~~targets,~~metrics, and to reward efforts that may have resulted in substantial, though not complete, achievement of the ~~targets.~~metrics. The minimum performance threshold for ~~2020~~2021 Revenue was set at a high-performance level of 85% of the target goal, resulting in a 50% payout for ~~that~~such performance. The minimum performance ~~level. The~~ threshold for Product Gross Margin was set at 80%, also resulting in a 50% payout atfor such ~~threshold performance level.~~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 ~~that performance level.~~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, which~~performance. The maximum amount for a metric could be earned upon achieving the Revenue and Product Gross Margin ~~goals~~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 ~~or lower. These minimum thresholds~~goal. The minimums and ~~maximum payouts~~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 ~~2020,~~2021, the compensation committee confirmed achievement of our company performance goals as ~~follows,~~set forth in the “Metric Achieved” column in the table below, resulting in an overall weighted average payout of ~~107.9%~~100.7% for such goals.


Performance Metric	Relative Weighting (%)	Minimum Performance Threshold (% of target)	Target Metric			Maximum Payout (% of target )	Metric Achieved			Achievement (% of target)	Weighted Payout % of target payout)
Revenue	55	85	$	549.2 million		115	$	625.5 million		113.9	118.5
Product Gross Margin	35	80		48.4	%	120		49.1	%	101.5	101.5
Cash Burn	10	75	$	(265.2) million		125	$	(374.1) million		70.9	0.0
Payout		50		100	%	120					100.7

Performance Metric
Relative
Weighting
(%)

Minimum
Performance
Threshold
(% of target)
Target Metric
Maximum
Payout
(% of
target
payout)
Metric Achieved
Achievement
As a % of
Target

Weighted Payout
(% of target payout)

Revenue 55 85 $352.0 million 115 $391.0 million 111.1 114.8
Gross Margin 35 80 44.0% 120 47.9% 108.9 108.9
Cash Burn 10 75 $(145.0) million 125 $(173.7) million 83.5 67
Payout 50 100% 120 107.9

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Individual Performance

Under the ~~2020~~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 ~~Sheena,~~D. Rabinowitz, our compensation committee, based on the recommendation of our CEO, determined achievement of the individual performance component of their incentive compensation at ~~110%,~~100% of target, 110% of target, and 100%, of target, respectively.

Payout

The compensation committee determined the cash incentive compensation payout for ~~2020~~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 ~~2020~~2021 performance is set forth in the following table.

Executive Officer
Total
Target
Bonus ($)
Financial Performance Goals Individual Performance Factor
Total Actual
Award ($)

Total Payout
(% of
Target)

Target ($) Payout ($) Target ($)
Achievement
(%)
Payout ($)
Steve Chapman* 275,041 275,041 296,884 N/A N/A N/A 296,884 107.9
Michael Brophy* 197,650 158,120 170,678 39,530 110 43,483 214,161 108.4
Robert Schueren* 218,398 174,718 188,594 43,680 110 48,047 236,641 108.4
Matthew Rabinowitz 167,000 167,000 180,263 N/A N/A N/A 180,263 107.9
Jonathan Sheena* 79,150 63,320 68,349 15,830 100 15,830 84,179 106.4


	Total	Financial Performance Goals		Individual Performance Factor			Total Actual*
	Target*			Target		Payout	Award	Total Payout
Executive Officer	Bonus ($)	Target ($)	Payout ($)	($)	Achievement (%)	($)	($)	(% of Target)
Steve Chapman	388,340	388,340	391,153	N/A	N/A	N/A	391,153	100.72
Michael Brophy	214,996	171,997	173,243	42,999	100	42,999	216,242	100.58
Robert Schueren	227,397	181,918	183,236	45,479	110	50,027	233,263	102.58
Daniel Rabinowitz	168,847	84,423	85,035	84,424	100	84,424	169,459	100.36
Matthew Rabinowitz	167,000	167,000	168,210	N/A	N/A	N/A	168,210	100.72

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~~Total target amounts listed represent the prorated amount for the year, due to the effective date of compensation increases being April 1 of each year.~~

Except with respect to Dr. Matthew Rabinowitz, whose base salary did not change during the year, the total target amounts listed, and actual amounts calculated, represent prorated amounts for the year taking into account the base salary of the NEO both before and after such NEO’s base salary increase on April 1, 2021.

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.

~~The long-term incentives create strong alignment between~~ Our compensation committee has found these equity types to be effective in aligning the interests of management, including our ~~executive officers~~NEOs, to company financial and business performance and to the ~~interests~~creation of overall stockholder value, and to appropriately reward executives for growing our ~~stockholders.~~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.

~~Equity Vehicles~~

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 ~~2019 we began to utilize two~~2021, as in prior years, the types of ~~performance-based~~ equity awards to incentivize executives — one contingent upon business goals (Performance Stock Units, or PSUs), and a supplemental award contingent upon market capitalization-based goals (Performance LTIs). 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 overall stockholder value, and to appropriately reward executives for growing our business. In 2020, the long-term incentive grantsvehicles granted to the NEOs ~~again generally~~ included PSUs, ~~as well as~~PSOs and Performance LTIs, ~~along with a mix of~~complemented by time-based RSUs ~~performance-based~~and stock ~~options (PSOs) and time-based stock~~ options.

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Equity Vehicle			Vesting Condition		Rationale for Use
Performance-based equity awards (PSUs and PSOs), comprising 50% of the annual refresh award			Annual revenue target, to be achieved within a 3-year performance period		Focuses executive leadership team on singular goal of growing top line revenues and expanding market share to fuel further growth
Time-based equity awards (RSUs and stock options), comprising 50% of the annual refresh award	4-year period; 25% vests 12 months after the grant date, with the remainder vesting incrementally thereafter	Aligns with stockholders	~~4 years~~	Promotes retention	~~Complementary vehicle to deliver value through time-based vesting, reinforcing~~ Reinforces an ownership culture and a commitment to our company
Performance LTIs (RSUs and stock options)			Market ~~capitalization~~valuation target, to be achieved within a 6-year performance ~~period~~period; vesting begins upon achievement of milestone, with additional vesting 9 and 15 months thereafter, if target market valuation is maintained at each such time		Market ~~capitalization~~valuation goals tie executive officer compensation directly to pursuit of key strategic goals that create significant stockholder value Aligns executive officer interests and experience with those of stockholders Promotes focus on long-term value creation

The ~~following is a summary~~compensation committee establishes target value of long-term incentive opportunities for each of the ~~equity awards granted to our NEOs in 2020.~~

Annual Refresh Performance LTIs
NEO
Grant Value ($)(1)

Performance Based
(#)(2)

Time Based (#)(3)
RSUs (#) Options (#)
Steve Chapman 4,975,800 82,390 82,390 75,000(4) 150,000(4)
Michael Brophy 2,200,000 36,666 36,666 35,000 0
Robert Schueren 2,639,400 43,990 43,990 35,000 0
Matthew Rabinowitz N/A 128,500 128,500 0 0
Jonathan Sheena 429,000 7,150 7,150 0 0

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~~(1)~~

~~The grant value of each annual refresh award is a pre-determined dollar value from which the number of PSUs and RSUs to be granted were calculated.~~

~~(2)~~

All NEOs received PSUs with the exception of Dr. Rabinowitz, who received PSOs. The performance target for these PSUs and PSOs requires achievement by the Company of a specified annual revenue goal within a performance period of three years.

~~(3)~~

~~All NEOs received RSUs with the exception of Dr. Rabinowitz, who received stock options.~~

~~(4)~~

The award is allocated 50% to the $4 billion market capitalization target and 50% to the $5 billion market capitalization target. The Performance LTIs granted to all other NEOs are allocated 100% to the $4 billion market capitalization target. The $4 billion market capitalization target was achieved on September 2, 2020 and the $5 billion market capitalization target was achieved on October 1, 2020, but the awards underlying each target remain subject to further vesting nine and fifteen months thereafter.

NEOs. In determining the ~~appropriate mix, allocation~~value and ~~amount~~size of ~~each NEO’s~~the long-term incentive opportunity, the compensation committee ~~considered~~ considers:

●

the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies

●

individual performance and criticality of, and expected future, contributions of the NEO

●

time in role, skills and level of experience, and

●

retention considerations.

Performance LTI awards are not a part of ~~allocations~~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 ~~proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies;~~outlook as well as individual performance and ~~criticality~~goals. In 2020, the compensation committee had made grants of ~~and expected future, contributions of the NEO; time in role, skills and level of experience, and retention considerations. The 2020 long-term incentives, excluding the~~ Performance LTIs ~~were awarded as~~to our CEO, CFO and COO, which required a ~~mix of 50% performance-based equity and 50% time-based equity.~~

~~The performance target for~~70% increase in market valuation from the ~~Performance LTIs required achievement of~~grant date in order to vest, to a market ~~capitalization metric~~valuation of $4 billion. The target represented an increase of approximately 70% from our market capitalization at grant, which the compensation committee intended at such time to take up to two to three years to achieve, particularly given the prevailing economic and market conditions when such equity was awarded in March 2020 at the beginning of the COVID-19 pandemic. As described at the beginning of this Compensation Discussion and Analysis, our performance exceeded expectations during the year, and this milestone was achieved in September 2020.

To further incentivize our CEO, the compensation committee granted Mr. Chapman additional Performance LTI awards requiring achievement of a market ~~capitalization~~valuation metric of $5 billion, representing a 117% increase in our market ~~capitalization. The~~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 ~~period for this remaining outstanding~~significantly exceeded expectations during the year, reflecting a series of extraordinary accomplishments; as a result, the $4 billion milestone ~~is six years from grant, or March 2026. This~~was achieved in September 2020, and the $5 billion milestone was achieved in October 2020. ~~Including such~~

Consequently, in 2021, to leverage and expand upon the incentives intended by the 2020 Performance ~~LTIs,~~LTI awards in support of our ~~CEO’s~~pay-for-performance philosophy, to align with the interests of our stockholders, and to further incentivize creation of incremental and long-term ~~equity incentive mix was 79% performance-based~~shareholder value, the compensation committee approved the grant to our CEO, CFO, COO and ~~21% time-based.~~Executive Chairman of new supplemental Performance LTIs. In addition, in connection with

~~The first 50%~~

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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 ~~began vesting upon achieving~~to Mr. Daniel Rabinowitz.

Consistent with prior Performance LTI awards, subject to the ~~relevant~~NEO’s continued service, 50% of the 2021 Performance LTIs vest based on achievement of a specified market ~~capitalization milestone. An additional~~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 ~~award vests upon completion~~to begin vesting. As of ~~nine months~~March 31, 2022, the Company’s market valuation was approximately $3.9 billion; an increase in our market valuation of ~~continuous service after achieving~~approximately 232%, or $9.1 billion, is required for the ~~relevant milestone, if the market capitalization at such time is at or above such milestone.~~Performance LTI awards to begin vesting. The ~~final 25% vests upon completion of 15 months of continuous service after achieving~~performance period within which the milestone ifmust be met in order for each 2021 Performance LTI to begin vesting is six years from the ~~market capitalization at such time~~grant date.

The following is ~~at or above such milestone.~~a summary of the equity awards granted to our NEOs in 2021.


	Annual Refresh Awards			Supplemental Awards
			Time		Performance LTIs
		Performance	Based
		Based	RSUs /	Time
	Grant Value	PSUs / PSOs	Options	Based
NEO	($)⁽¹⁾	(#)⁽²⁾	(#)⁽³⁾	RSUs (#)	RSUs (#)	Options (#)
Steve Chapman	6,200,000	28,393	28,393	--	75,000	150,000
Michael Brophy	4,000,000	18,318	18,318	20,000	25,000	--
Robert Schueren	4,000,000	18,318	18,318	20,000	25,000	--
Daniel Rabinowitz	2,250,000	10,304	10,304	--	10,000	--
Matthew Rabinowitz	N/A	28,621	28,621	--	--	162,758

(1)

The grant value of each annual refresh award is a pre-determined dollar value from which the number of PSUs and RSUs to be granted were calculated. This method was not applied to Dr. Rabinowitz’s annual refresh grant, which was instead based on the number of shares specified in his employment agreement, as amended.

(2)	All NEOs received PSUs with the exception of Dr.Rabinowitz, who received PSOs. The performance target for these PSUs and PSOs requires achievement by the Company of a specified annual revenue goal within a performance period ending on December 31, 2024.

(3)	All NEOs received RSUs with the exception of Dr.Rabinowitz, who received stock options.

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 ~~program. In addition,~~awards, the compensation committee may on occasion grant ~~such~~supplemental awards, ~~when an individual is~~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;~~accordingly – such as was the case with Mr. Daniel Rabinowitz’s promotion to ~~recognize major accomplishments; or~~CLO during 2021, as well as in situations involving a leadership transition, ~~as well as~~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)

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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 ~~stockholder~~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, ~~Sheena~~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, ~~but in either case only if such termination occurs on or after the date that he has completed three years of continuous service with us,~~ 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. ~~All~~Generally, such benefits are contingent on execution of a general release of claims by the officer.

In addition, Dr. Rabinowitz and Mr. Sheena are eligible for accelerated vesting of certain of their equity if we are subject to a change in control (regardless of whether they also experience an involuntary termination in connection with such change in control).

~~Additional details are provided under “Severance and Change in Control Benefits” below.~~

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 ~~2020~~2021 Fiscal Year

In January ~~2021,~~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 ~~April~~January 1, ~~2021.~~

2022.


Executive Officer	New Base Salary		Target Cash Incentive Opportunity (as a percentage of base salary)
Steve Chapman	$	675,000	100	%
Michael Brophy	$	448,500	50	%
Robert Schueren	$	474,400	50	%
Daniel Rabinowitz	$	393,300	45	%
Matthew Rabinowitz*	$	333,000	50	%

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Executive Officer New Base Salary
Target Cash
Incentive
Opportunity
(as a
percentage of
base salary)

Steve Chapman $ 525,000 80%
Michael Brophy $ 433,400 50%
Robert Schueren $ 458,400 50%
Matthew Rabinowitz $ 333,000* 50%
Jonathan Sheena $ 203,900 40%

No change from ~~2020.~~

~~Additional Compensation Policies~~2021.

In March 2022, in order to express confidence in the Company’s fundamentals and ~~Practices~~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.



Executive Officer	2022 Remaining Base Salary		RSUs (#)
Steve Chapman	$	534,375	13,708
Michael Brophy	$	355,063	9,108
Robert Schueren	$	375,567	9,634
Matthew Rabinowitz	$	263,625	6,763

Additional Compensation Policies and Practices

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 ~~executive officers~~leadership and our stockholders, to reinforce ~~executive~~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.

~~Position~~
Position	Multiple of Base Salary
CEO	3x	3x
Other Executive Officers	1x	1x
Non-Employee Directors		3x annual cash retainer

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

●

shares of our common stock that are owned outright and not subject to vesting conditions;

●

shares of our common stock that are held through any Company-sponsored plan such as a qualified retirement plan and/or a supplemental executive retirement plan; and

●

vested and exercisable stock options.

~~Covered executive officers~~

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/~~~~Board.~~

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

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approve the annual equity refresh grants, including of 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.

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, ~~2018,~~ 2019, 2020 and ~~2020~~2021 by our Chief Executive Officer, Chief Financial Officer and our three other executive officers as of December 31, ~~2020,~~2021, whom we refer to as our named executive officers.


					Non-Equity
			Stock	Option	Incentive Plan	All Other
Name and Principal		Salary	Awards	Awards	Compensation	Compensation	Total
Position	Year	($)	($)⁽¹⁾	($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾	($)
Steve Chapman	2021	525,732	14,031,437	8,386,125	391,153	8,700	23,304,147
Chief Executive Officer and President	2020	486,732	5,541,484	1,749,563	296,884	8,550	8,083,213
	2019	450,752	3,023,986	2,496,000	218,807	11,366	6,200,911
Michael Brophy	2021	436,732	9,096,200	—	216,242	8,529	9,757,703
Chief Financial Officer	2020	409,152	2,507,620	—	214,161	8,412	3,139,345
	2019	354,035	2,605,295	415,000	157,293	10,294	3,541,917
Robert Schueren	2021	464,756	9,096,200	—	233,263	8,700	9,802,919
Chief Operating Officer	2020	445,984	2,880,558	—	236,641	8,550	3,571,733
	2019	410,782	2,797,388	696,150	200,178	8,240	4,112,738
Daniel Rabinowitz*	2021	379,309	3,415,333	—	169,459	8,700	3,972,801
Chief Legal Officer
Matthew Rabinowitz	2021	334,002	—	9,626,909	168,210	—	10,129,121
Executive Chairman	2020	334,002	—	3,297,310	180,263	—	3,811,575
	2019	334,772	129,789	1,887,600	162,403	—	2,514,564

*	Mr. Rabinowitz was employed by the Company but was not one of our named executive officers in 2020 or 2019. Accordingly, compensation information is only provided for 2021.

(1)

Represents the aggregate grant date fair value of equity awards granted to the officer in the applicable fiscalyear, computed in accordance with FASB ASC Topic 718. See Note9 to our consolidated financial statements included in our Annual Report on Form10-K for theyear ended December31, 2021 filed on February25, 2022 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. The fair value of performance-based awards with market conditions are estimated using a Monte Carlo simulation model.

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Name and Principal Position Year
Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
($)(2)

All Other
Compensation
($)(3)

Total
($)

Steve Chapman
Chief Executive Officer and President
2020 486,732 — 5,541,484 1,749,563 296,884 8,550 8,083,213
2019 450,752 — 3,023,986 2,496,000 218,807 11,366 6,200,911
2018 372,927 32,089 341,315 569,963 166,861 1,483,155
Michael Brophy
Chief Financial Officer
2020 409,152 — 2,507,620 — 214,161 8,412 3,139,345
2019 354,035 — 2,605,295 415,000 157,293 10,294 3,541,917
2018 340,000 52,515 449,014 188,015 136,469 1,166,013
Matthew Rabinowitz
Executive Chairman
2020 334,002 — — 3,297,310 180,263 — 3,811,575
2019 334,772 — 129,789 1,887,600 162,403 — 2,514,564
2018 500,000 110,511 469,410 4,074,476 213,110 5,367,507
Robert Schueren
Chief Operating Officer*
2020 445,984 — 2,880,558 — 236,641 8,550 3,571,733
2019 410,782 — 2,797,388 696,150 200,178 8,240 4,112,738
Jonathan Sheena
Founder, Director, and
Former Chief
Technology Officer**
2020 201,415 — 364,078 — 84,179 8,317 657,989
2019 206,040 — 273,992 181,563 79,226 11,863 752,684

~~Mr. Schueren was appointed as our Chief Operating Officer effective January 7, 2019. Accordingly, compensation information is only provided for 2019 and 2020.~~

Mr. Sheena was employed by us, but was not one of our named executive officers in 2018. Accordingly, compensation information is only provided for 2019 and 2020. Further, Mr. Sheena resigned as our Chief Technology Officer effective November 30, 2020; however, he remains employed with us as a Founder.

~~(1)~~

Represents the aggregate grant date fair value of equity awards granted to the officer in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 26, 2021 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards.

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).

(2)	Represents amounts paid on March11, 2022 for service during theyear ended December31, 2021 pursuant to our 2021 Management Cash Incentive Plan.

(3)	Represents company matching contributions made to the executive officer’s 401(k)account.

~~(2)~~

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~~Represents amounts paid on March 12,~~

2021 ~~for service during the year ended December 31, 2020 pursuant to our Management Cash Incentive Plan.~~

~~(3)~~

~~Represents company matching contributions to the executive’s 401(k) contributions.~~

~~2020~~ 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, ~~2020.~~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.”


										All Other		All Other
										Stock		Option		Exercise	Grant Date
										Award:		Awards:		or	Fair Value
		Date of	Estimated Future Payouts Under			Estimated Future				Number of		Number of		Base	of Stock
		Board or	Non-Equity Incentive Plan			Payouts Under Equity				Shares of		Securities		Price of	and
		Compensation	Awards⁽¹⁾			Incentive Plan Awards				Stock or		Underlying		Option	Option
	Grant	Committee	Threshold	Target	Maximum	Threshold		Target		Units		Options		Awards	Awards
Name	Date	Approval⁽²⁾	($)	($)	($)	(#)		(#)		(#)		(#)		($/Sh)	($)⁽³⁾
Steve Chapman	N/A		194,170	388,340	466,008	—		—				—		—
	01/22/2021	01/21/2021	—	—	—	—		—		28,393	⁽⁴⁾				3,400,062
	01/22/2021	01/21/2021	—	—	—	—		28,393	⁽⁵⁾	—		—		—	3,400,062
	01/22/2021	01/21/2021	—	—	—	37,500	⁽⁶⁾	75,000	⁽⁶⁾	—		—			7,231,313
	01/22/2021	01/21/2021	—	—	—	75,000	⁽⁷⁾	150,000	⁽⁷⁾	—		—		119.75	8,386,125
Michael Brophy	N/A		107,498	214,996	257,995	—		—		—		—		—
	01/22/2021	01/21/2021	—	—	—	—		—		18,318	⁽⁴⁾	—		—	2,193,581
	01/22/2021	01/21/2021	—	—	—	—		18,318	⁽⁵⁾	—		—		—	2,193,581
	01/22/2021	01/21/2021	—	—	—	12,500	⁽⁶⁾	25,000	⁽⁶⁾	—		—		—	2,410,438
	10/22/2021	10/21/2021	—	—	—					20,000	⁽⁴⁾				2,298,600
Robert Schueren	N/A		115,972	231,945	278,334	—		—		—		—		—
	01/22/2021	01/21/2021	—	—	—	—		—		18,318	⁽⁴⁾	—		—	2,193,581
	01/22/2021	01/21/2021	—	—	—	—		18,318	⁽⁵⁾	—		—		—	2,193,581
	01/22/2021	01/21/2021	—	—	—	12,500	⁽⁶⁾	25,000	⁽⁶⁾	—		—		—	2,410,438
	10/22/2021	10/21/2021	—	—	—					20,000	⁽⁴⁾				2,298,600
Daniel Rabinowitz	N/A		84,423	168,847	202,616	—		—		—		—		—	—
	01/22/2021	01/21/2021	—	—	—	—		—		10,304	⁽⁴⁾	—		—	1,233,904
	01/22/2021	01/21/2021	—	—	—	—		10,304	⁽⁵⁾	—		—		—	1,233,904
	10/22/2021	10/21/2021	—	—	—	5,000	⁽⁶⁾	10,000	⁽⁶⁾	—		—		—	947,525
Matthew Rabinowitz	N/A		83,500	167,000	200,400			—		—		—		—
	05/28/2021	05/21/2021	—	—	—	—		—		—		28,621	⁽⁸⁾	94.14	1,442,673
	05/28/2021	05/21/2021	—	—	—	—		28,621	⁽⁹⁾	—		—		94.14	1,442,800
	05/28/2021	05/21/2021	—	—	—	81,289	⁽⁷⁾	162,578	⁽⁷⁾	—		—		94.14	6,741,436

(1)

Pursuant to our equity grant policy, as amended, in general equity awards are granted effective as of the next occurring second or fourth Friday of a calendarmonth (or, if such date is not a trading day, the first trading day thereafter) following the date of the applicable compensation committee or board of directors meeting or the effective date of a written consent (including e-mail) of our compensation committee or board of directors.

(2)

As described in greater detail in “Compensation Discussion and Analysis,” our named executive officers were granted cash incentive bonus opportunities under our 2021 Management Cash Incentive Plan based on achievement during our 2021 fiscal year of company financial performance goals. The amounts shown in the “threshold” column reflect the minimum amount payable if a single goal with the lowest weighting was achieved. The amounts shown in the “target” column reflect the amounts payable if all of the goals were achieved. The amounts shown in the “maximum” column reflect the maximum amount that could be paid, where applicable, for overachievement of the target goal. All amounts shown take into consideration the relative weight of the company financial performance goals, as compared to individual performance, for each executive.

~~TABLE OF CONTENTS~~

Name
Grant
Date

Date of
Board or
Compensation
Committee
Approval(2)

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)

Estimated Future
Payouts Under Equity
Incentive Plan Awards

All
Other
Stock
Award:
Number
of
Shares of
Stock or
Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

Exercise
or
Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair Value
of Stock
and
Option
Awards
($)(3)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Steve Chapman N/A N/A 14,580 291,600 349,920 — — — —
3/27/2020 3/13/2020 — — — — — 82,930(4) — — 2,111,398
3/27/2020 3/13/2020 — — — — 82,930(5) — — — 2,111,398
3/27/2020 3/13/2020 — — — 37,500(6) 75,000(6) — — 25.46 859,313
3/27/2020 3/13/2020 — — — 37,500(7) 75,000(7) — — 25.46 890,250
3/27/2020 3/13/2020 — — — 18,750(8) 37,500(8) — — — 686,344
3/27/2020 3/13/2020 — — — 18,750(9) 37,500(9) — — — 632,344
Michael Brophy N/A N/A 8,416 168,320 201,984 — — — — —
3/27/2020 3/13/2020 — — — — — 36,666(4) — — 933,516
3/27/2020 3/13/2020 — — — — 36,666(5) — — — 933,516
3/27/2020 3/13/2020 — — — 17,500(8) 35,000(8) — — — 640,588
Matthew Rabinowitz N/A N/A 8,350 167,000 200,400 — — — — —
3/27/2020 3/27/2020 — — — — — — 128,500(10) 25.46 1,648,655
3/27/2020 3/27/2020 — — — — 128,500(11) — — 25.46 1,648,655
Robert Schueren N/A N/A 8,900 178,000 213,600 — — — — —
3/27/2020 3/13/2020 — — — — — 43,990(4) — — 1,119,985
3/27/2020 3/13/2020 — — — — 43,990(5) — — — 1,119,985
3/27/2020 3/13/2020 — — — 17,500(8) 35,000(8) — — — 640,588
Jonathan Sheena N/A N/A 3,168 63,360 76,032 — — — — —
3/27/2020 3/13/2020 — — — — — 7,150(4) — �� — 182,039
3/27/2020 3/13/2020 — — — — 7,150(5) — — — 182,039

~~(1)~~

As described in greater detail in “Compensation Discussion and Analysis,” our named executive officers were granted cash incentive bonus opportunities based on achievement during our 2020 fiscal year of company financial performance goals. The amounts shown in the “threshold” column reflect the minimum amount payable if a single goal with the lowest weighting was achieved. The amounts shown in the “target” column reflect the amounts payable if all of the goals were achieved. The amounts shown in the “maximum” column reflect the maximum amount that could be paid, where applicable, for overachievement of the target goal. All amounts shown take into consideration the relative weight of the company financial performance goals, as compared to individual performance, for each executive.

On March 2, ~~2021,~~2022, our compensation committee confirmed our achievement against the goals, as described in greater detail in “Compensation Discussion and Analysis”.

(3)	The amounts in this column represent the aggregate grant date fair value of stock awards or option awards granted to the officer in the applicable fiscalyear computed in accordance with FASB ASC Topic 718. See Note9 of the

~~(2)~~

Table of Contents

Pursuant to our equity grant policy, as amended, in general equity awards are granted effective as of the next occurring second or fourth Friday of a calendar month (or, if such date is not a trading day, the first trading day thereafter) following the date of the applicable compensation committee or board of directors meeting or the effective date of a written consent (including e-mail) of our compensation committee or board of directors.

notes to our consolidated financial statements in our Annual Report on Form10-K filed on February25, 2022, for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards.

~~(3)~~

The amounts in this column represent the aggregate grant date fair value of stock awards or option awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 26, 2021, for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards.

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

~~TABLE OF CONTENTS~~

the table, grant date fair value assumes such awards will become eligible to vest at their target level (no maximum is applicable to such awards).

(4)	RSUs vest over fouryears of service from the grant date, with 25% vesting upon completion of oneyear of service and the remainder in 12 equal quarterly installments thereafter.

(5)	RSUs vest upon our achievement of a specified annual revenue goal on or prior to the performance period end date of December31, 2024, subject to continued service through the date of achievement. No threshold or maximum is applicable to this award, as it vests in full at the target level.

(6)

50% of the RSUs vest upon our achievement of a market valuation of at least $13 billion within sixyears of the grant date, subject to continued service through the date of achievement, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market valuation remains at or above such $13 billion market valuation milestone (as calculated as described in the applicable award agreement). The threshold amount represents the 50% of the award that vests upon achievement of the market valuation metric; the target amount represents the full amount of the award. No maximum is applicable to this award.

(7)

50% of the option vests upon our achievement of a market valuation of at least $13 billion within sixyears of the grant date, subject to continued service through the date of achievement, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market valuation remains at or above such $13 billion market valuation milestone (as calculated as described in the applicable award agreement). The threshold amount represents the 50% of the award that vests upon achievement of the market valuation metric; the target amount represents the full amount of the award. No maximum is applicable to this award.

(8)	Option vests over fouryears of service from the grant date, with 25% vesting upon completion of oneyear of service and the remainder in 36 equalmonthly installments thereafter.

(9)	Option vests upon our achievement of a specified annual revenue goal on or prior to the performance period end date of December31, 2024, subject to continued service through the date of achievement. No threshold or maximum is applicable to this award, as it vests in full at the target level.

~~(4)~~

Table of Contents

~~RSUs vest over four years of service from the grant date, with 25% vesting upon completion of one year of service and the remainder in 12 equal quarterly installments thereafter.~~

~~(5)~~

RSUs vest upon our achievement of a specified annual revenue goal on or prior to the performance period end date of December 31, 2023. No threshold or maximum is applicable to this award, as it vests in full at the target level.

~~(6)~~

50% of the option vests upon our achievement of a market capitalization of at least $4 billion within six years of the grant date, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $4 billion market capitalization milestone (as calculated as described in the applicable award agreement). On September 2, 2020, the $4 billion market capitalization milestone was achieved. The threshold amount represents the 50% of the award that vests upon achievement of the market capitalization metric; the target amount represents the full amount of the award. No maximum is applicable to this award.

~~(7)~~

50% of the option vests upon our achievement of a market capitalization of at least $5 billion within six years of the grant date, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $5 billion market capitalization milestone (as calculated as described in the applicable award agreement). On October 1, 2020, the $5 billion market capitalization milestone was achieved. The threshold amount represents the 50% of the award that vests upon achievement of the market capitalization metric; the target amount represents the full amount of the award. No maximum is applicable to this award.

~~(8)~~

50% of the RSUs vest upon our achievement of a market capitalization of at least $4 billion within six years of the grant date, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $4 billion market capitalization milestone (as calculated as described in the applicable award agreement). On September 2, 2020, the $4 billion market capitalization milestone was achieved. The threshold amount represents the 50% of the award that vests upon achievement of the market capitalization metric; the target amount represents the full amount of the award. No maximum is applicable to this award.

~~(9)~~

50% of the RSUs vests upon our achievement of a market capitalization of at least $5 billion within six years of the grant date, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $5 billion market capitalization milestone (as calculated as described in the applicable award agreement). On October 1, 2020, the $5 billion market capitalization milestone was achieved. The threshold amount represents the 50% of the award that vests upon achievement of the market capitalization metric; the target amount represents the full amount of the award. No maximum is applicable to this award.

~~(10)~~

~~Option vests over four years of service from the grant date, with 25% vesting upon completion of one year of service and the remainder in 36 equal monthly installments thereafter.~~

~~(11)~~

Option vests upon our achievement of a specified annual revenue goal on or prior to the performance period end date of December 31, 2023. No threshold or maximum is applicable to this award, as it vests in full at the target level.

Outstanding Equity Awards at ~~2020~~2021 Fiscal Year-End

The following table provides information regarding each unexercised option and all unvested RSUs held by each of our named executive officers as of December 31, ~~2020.~~2021. The number of shares subject to each award and, where applicable, the exercise price per share, reflect all changes as a result of our capitalization adjustments. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.


	Option Awards							Stock Awards
													Equity
													Incentive
											Equity		Plan
											Incentive		Awards:
	Equity										Plan		Market or
	Incentive										Awards:		Payout
	Plan									Market	Number of		Value of
	Awards:		Number of	Number of				Number		Value of	Unearned		Unearned
	Securities		Securities	Securities				of Shares		Shares or	Shares, Units		Shares,
	Underlying		Underlying	Underlying				or Units		Units of	or Other		Units or
	Unearned,		Unexercised	Unexercised		Option		of Stock		Stock That	Rights that		Other Rights
	Unexercised		Options	Options		Exercise	Option	That Have		Have Not	Have Not		that Have
	Options		(#)	(#)		Price	Expiration	Not Vested		Vested⁽¹⁾	Vested		Not Vested⁽¹⁾
Name	(#)		Vested	Unvested		($)	Date	(#)		($)	(#)		($)
Steve Chapman	—		3,052	9,158	⁽²⁾	9.29	3/8/2028	—		—	—		—
	—		2,083	27,084	⁽³⁾	13.01	1/10/2029	—		—	—		—
	—		2,084	31,250	⁽⁴⁾	20.27	4/11/2029	—		—	—		—
			18,750	—		25.46	3/27/2030	—		—	—		—
	18,750	⁽⁵⁾		—		25.46	3/27/2030	—		—	—		—
	150,000	⁽⁶⁾				119.75	1/22/2031
	—		—	—		—	—	2,297	⁽²⁾	214,517	—		—
	—		—	—		—	—	15,625	⁽³⁾	1,459,219	—		—
	—		—	—		—	—	16,535	⁽⁴⁾	1,544,203	—		—
	—		—	—		—	—	46,649	⁽⁷⁾	4,356,550	—		—
								28,393	⁽⁸⁾	2,651,622	—		—
	—		—	—		—	—	—		—	9,375	⁽⁵⁾	875,531
	—		—	—		—	—	—		—	28,393	⁽⁹⁾	2,651,622
											75,000	⁽⁶⁾	7,004,250
Michael Brophy	—		7,049	3,021	⁽²⁾	9.29	3/8/2028	—		—	—		—
	—		8,334	15,625	⁽⁴⁾	19.68	3/21/2029	—		—	—		—
	—		—	—		—	—	3,021	⁽²⁾	282,131	—		—
	—		—	—		—	—	5,387	⁽⁴⁾	2,503,092	—		—
	—		—	—		—	—	20,625	⁽⁷⁾	1,926,169	—		—
								18,318	⁽⁸⁾	1,710,718
								20,000	⁽¹⁰⁾	1,867,800
	—		—	—		—	—	—		—	7,353	⁽¹¹⁾	686,697
											18,318	⁽⁹⁾	1,710,718
											25,000	⁽⁶⁾	2,334,750
Robert Schueren	—		13,945	34,532	⁽¹²⁾	13.01	1/10/2029	—		—	—		—
	—		—	—		—	—	19,923	⁽¹²⁾	1,860,609	—		—
	—		—	—		—	—	24,745	⁽⁷⁾	2,310,936	—		—
	—		—	—		—	—	18,318	⁽⁸⁾	1,710,718
								20,000	⁽¹⁰⁾	1,867,800
	—		—	—		—	—	—		—	18,318	⁽⁹⁾	1,710,718
	—		—	—		—	—	—		—	25,000	⁽⁶⁾	2,334,750
Daniel Rabinowitz	—		26,562	1,771	⁽²⁾	9.29	3/8/2028	—		—	—		—
	—		40,385	—		9.59	4/7/2026	—		—	—		—
	—		67,500	—		10.41	6/8/2027	—		—	—		—
	—		29,218	13,282	⁽⁴⁾	19.68	3/21/2029	—		—	—		—
	—		—	—		—	—	1,771	⁽²⁾	16,453	—		—
	—		—	—		—	—	4,463	⁽⁴⁾	87,832	—		—
	—		—	—		—	—	12,272	⁽⁷⁾	312,945	—		—
	—		—	—		—	—	10,304	⁽⁸⁾	962,291	—		—
	—		—	—		—	—	—		—	6,450	⁽¹¹⁾	130,742
	—		—	—		—	—	—		—	10,304	⁽⁹⁾	962,291
	—		—	—		—	—	—		—	10,000	⁽⁶⁾	933,900
Matthew Rabinowitz	—		630,036	—		2.66	2/25/2024	—		—	—		—
	—		613,496	—		5.40	12/9/2024	—		—	—		—
	—		300,000	—		9.59	4/7/2026	—		—	—		—
	—		225,000	—		10.41	6/8/2027	—		—	—		—
	—		200,000	—		10.41	6/8/2027	—		—	—		—
	—		168,581	11,239	⁽²⁾	9.29	3/8/2028	—		—	—		—
	—		18,498	1,682	⁽¹³⁾	10.29	4/12/2028	—		—	—		—
	—		600,000	—		13.04	12/28/2028	—		—	—		—
	—		151,250	68,750	⁽⁴⁾	20.27	4/11/2029	—		—	—		—
	—		56,218	72,282	⁽⁷⁾	25.46	3/26/2030	—		—	—		—
	—		128,500	—		25.46	3/26/2030	—		—	—		—
				28,621	⁽¹⁴⁾	94.14	5/27/2031
	28,621	⁽⁹⁾				94.14	5/28/2031
	162,758	⁽⁶⁾				94.14	5/28/3031
	—		—	—		—	—	2,819	⁽²⁾	263,266	—		—
	—		—	—		—	—	614	⁽¹³⁾	57,341	—		—
	—		—	—		—	—	2,002	⁽⁴⁾	186,967	—		—

Table of Contents

(1)	Market value is based on the fair market value of our common stock at the close of trading on December31, 2021, the last trading day of fiscalyear 2021, which was $93.39.

(2)

As applicable, option vests over fouryears of continuous service following the vesting commencement date of March9, 2018, with 25% vesting upon completion of 12months of service and the remainder in 36 substantially equalmonthly installments thereafter; RSUs vest over fouryears of continuous service following the vesting commencement date of March9, 2018, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(3)

As applicable, option vests over fouryears of continuous service following the vesting commencement date of January2, 2019, with 25% vesting upon completion of 12months of service and the remainder in 36 substantially equalmonthly installments thereafter; RSUs vest over fouryears of continuous service following the vesting commencement date of January2, 2019, with 25% vesting upon completion of 12months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(4)

As applicable, option vests over fouryears of continuous service following the vesting commencement date of March22, 2019, with 25% vesting upon completion of 12months of service and the remainder in 36 substantially equalmonthly installments thereafter; RSUs vest over fouryears of continuous service following the vesting commencement date of March22, 2019, with 25% vesting upon completion of 12months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(5)

50% of the award (option or RSUs, as applicable) vests upon our achievement of a market valuation of at least $5 billion on or prior to March26, 2026, subject to continued service through the date of achievement, with an additional 25% vesting upon completion of each of nine and 15months of continuous service following such achievement, but only if our market valuation remains at or above such $5 billion market valuation milestone (as calculated as described in the applicable award agreement). On October1, 2020, the $5 billion market valuation milestone was achieved and thereafter an additional 25% of the award vested on the nine month milestone date.

(6)

50% of the award (option or RSUs, as applicable) vests upon our achievement of a market valuation of at least $13 billion within sixyears of the grant date, subject to continued service through the date of achievement, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market valuation remains at or above such $13 billion market valuation milestone (as calculated as described in the applicable award agreement).

(7)	Award (option or RSUs, as applicable) vests over fouryears of continuous service following the vesting commencement date of March27, 2020, with 25% vesting upon completion of 12months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(8)	RSUs vest over fouryears of continuous service following the vesting commencement date of January 22, 2021, with 25% vesting upon completion of 12months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(9)	Award (option or RSUs, as applicable) vests upon the Company’s achievement of a specified annual revenue goal on or prior to the performance period end date of December 31, 2024, subject to continued service through the date of achievement.

(10)	RSUs vest over fouryears of continuous service following the vesting commencement date of October 22, 2021, with 25% vesting upon completion of 12months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(11)

The RSUs vest upon the Company’s achievement of specified financial and operating goals on or prior to the performance period end date of December 31, 2022, subject to continued service through the date of achievement. On February 23, 2021, the goals were achieved with respect to 50% of the RSUs, resulting in the vesting of such

Table of Contents

~~TABLE OF CONTENTS~~

Option Awards Stock Awards
Name
Equity
Incentive
Plan
Awards:
Securities
Underlying
Unearned,
Unexercised
Options
(#)

Number of
Securities
Underlying
Unexercised
Options
(#)
Vested

Number of
Securities
Underlying
Unexercised
Options
(#)
Unvested

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
that Have
Not Vested(1)
($)

Steve Chapman — 4,468 6,704(2) 10.41 6/8/2027 — — — —
— 2,084 3,125(3) 10.73 7/13/2027 — — — —
— 3,052 45,788(4) 9.29 3/8/2028 — — — —
— 2,083 52,084(5) 13.01 1/10/2029 — — — —
— 4,167 56,250(6) 20.27 4/11/2029 — — — —
62,500(7) 18,750 — 13.01 1/10/2029 — — — —
37,500(8) 37,500(8) — 25.46 3/26/2030 — — — —
37,500(9) 4,770(9) — 25.46 3/26/2030 — — — —
— — — — — 1,118(2) 111,263 — —
— — — — — 11,482(4) 1,142,689 — —
— — — — — 28,125(5) 2,799,000 — —
— — — — — 29,763(6) 2,962,014 — —
— — — — — 82,930(10) 8,253,194 — —
— — — — — — — 31,250(7) 3,110,000
— — — — — — — 18,750(8) 1,741,600
— — — — — — — 18,750(9) 1,741,600
— — — — — — — 82,930(11) 8,253,194
Michael Brophy — 3,860 6,704(2) 10.41 6/8/2027 — — — —
— — 15,105(4) 9.29 3/8/2028 — — — —
— 1,042 28,125(6) 19.68 3/21/2029 — — — —
— — — — — 1,118(2) 111,263 — —
— — — — — 15,105(4) 1,503,250 — —
— — — — — 9,696(6) 964,646 — —
— — — — — 36,666(10) 3,649,000 — —
— — — — — — — 25,000(7) 2,526,750
— — — — — — — 17,500(8) 1,741,600
— — — — — — — 36,666(11) 3,649,000
— — — — — — — 14,706(12) 495,445
Matthew Rabinowitz — 630,036 — 2.6569 2/24/2024 — — — —
— 613,496 — 5.3953 12/9/2024 — — — —
— 300,000 — 9.59 4/7/2026 — — — —
— 196,875 28,125(13) 10.41 6/8/2027 — — — —
— 200,000 — 10.41 6/8/2027 — — — —
— 123,626 56,194(4) 9.29 3/8/2028 — — — —
— 13,453 6,727(14) 10.29 4/12/2028 — — — —
— 600,000 — 13.04 12/27/2028 — — — —
— 96,250 123,750(6) 20.27 4/11/2029 — — — —
— — 128,500(10) 25.46 3/26/2030 — — — —

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RSUs. The goals were achieved with respect to the remaining 50% of the RSUs, and such RSUs vested, on March 2, 2022.

(12)

As applicable, option vests over fouryears of continuous service following the vesting commencement date of January7, 2019, with 25% vesting upon completion of 12months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of January 7, 2019, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(13)

As applicable, option vests over fouryears of continuous service following the vesting commencement date of April13, 2018, with 25% vesting upon completion of 12months of service and the remainder in 36 substantially equalmonthly installments thereafter; RSUs vest over fouryears of continuous service following the vesting commencement date of April13, 2018, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

(14)	Option vests over fouryears of continuous service following the vesting commencement date of January22, 2021, with 25% vesting upon completion of 12months of service and the remainder in 36 substantially equalmonthly installments thereafter.

~~(1)~~

~~Market value is based on the fair market value of our common stock at the close of trading on December 31, 2020, the last trading day of fiscal year 2020, which was $99.52.~~

~~(2)~~

As applicable, option vests over four years of continuous service following the vesting commencement date of March 21, 2017, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of March 21, 2017, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

~~(3)~~

Option vests over four years of continuous service following the vesting commencement date of March 12, 2017, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter.

~~(4)~~

As applicable, option vests over four years of continuous service following the vesting commencement date of March 9, 2018, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of March 9, 2018, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

~~TABLE OF CONTENTS~~

~~(5)~~

As applicable, option vests over four years of continuous service following the vesting commencement date of January 2, 2019, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of January 2, 2019, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

~~(6)~~

As applicable, option vests over four years of continuous service following the vesting commencement date of March 22, 2019, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of March 22, 2019, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

~~(7)~~

18.75% of the award (options or RSUs, as applicable) vested upon our achievement of a market capitalization of at least $2 billion within four years of January 2, 2019, with an additional 9.375% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $2 billion milestone (as calculated as described in the applicable award agreement). An additional 31.25% of the award vested upon our achievement of a market capitalization of at least $3 billion within six years of January 2, 2019, with an additional 15.625% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $3 billion milestone (as calculated as described in the applicable award agreement). On September 19, 2019, the $2 billion market capitalization milestone was achieved, and on June 8, 2020, the $3 billion market capitalization milestone was achieved.

~~Such awards are subject to limited acceleration in the event of our change in control or the involuntary termination of the executive.~~

~~(8)~~

50% of the award (option or RSU, as applicable) vested upon our achievement of a market capitalization of at least $4 billion on or prior to March 26, 2026, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $4 billion milestone (as calculated as described in the applicable award agreement). On September 2, 2020, the $4 billion market capitalization milestone was achieved.

~~(9)~~

50% of the award (option or RSUs) vests upon our achievement of a market capitalization of at least $5 billion on or prior to March 26, 2026, with an additional 25% vesting upon completion of each of nine and 15 months of continuous service following such achievement, but only if our market capitalization remains at or above such $5 billion market capitalization milestone (as calculated as described in the applicable award agreement). On October 1, 2020, the $5 billion market capitalization milestone was achieved.

~~(10)~~

Award (option or RSUs, as applicable) vests over four years of continuous service following the vesting commencement date of March 27, 2020, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

~~(11)~~

~~Award (option or RSUs, as applicable) vests upon the Company’s achievement of a specified annual revenue goal on or prior to the performance period end date of December 31, 2023.~~

~~(12)~~

50% of the RSUs vest upon the Company’s achievement of specified goal(s) in each of its emerging businesses and its reproductive health business, in each case on or prior to the performance period end date of December 31, 2022.

~~(13)~~

Option vests over four years of continuous service following the vesting commencement date of June 9, 2017, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter.

~~(14)~~

As applicable, option vests over four years of continuous service following the vesting commencement date of April 13, 2018, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of April 13, 2018, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

~~(15)~~

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36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of January 7, 2019, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter.

Fiscal ~~2020~~2021 Option Exercises and Stock Vested

The following table provides information regarding the number of shares each of our named executive officers acquired upon exercise of stock options and the vesting of RSUs during fiscal ~~2020.~~

Option awards Stock Awards
Name
Number of
shares
acquired on
exercise
(#)

Value
realized on
exercise
($)(1)

Number of
shares
acquired on
vesting
(#)

Value
realized on
vesting
($)(2)

Steve Chapman 401,077 17,622,927 146,176 7,993,076
Michael Brophy 79,513 6,690,527 91,592 5,328,145
Matthew Rabinowitz — — 14,901 796,258
Robert Schueren 60,000 2,972,550 95,390 5,163,177
Jonathan Sheena 237,100 10,040,724 16,820 948,036
2021.


	Option Awards		Stock Awards
	Number of		Number of
	shares	Value	shares	Value
	acquired on	realized on	acquired on	realized on
	exercise	exercise	vesting	vesting
Name	(#)	($)⁽¹⁾	(#)	($)⁽²⁾
Steve Chapman	228,614	21,300,965	214,617	22,291,229
Michael Brophy	20,807	1,617,344	120,071	12,381,977
Robert Schueren	19,023	1,807,705	121,672	12,571,642
Daniel Rabinowitz	34,615	3,076,413	61,668	6,037,202
Matthew Rabinowitz	—	—	14,501	1,522,192

~~(1)~~

Computed in accordance with Securities and Exchange Commission rules based on the excess of the fair market value of our common stock on the exercise date over the exercise price per share of such common stock date multiplied by the number of options exercised and does not necessarily reflect proceeds received by the officer.

(1)

Computed in accordance with Securities and Exchange Commission rulesbased on the excess of the fair market value of our common stock on the exercise date over the exercise price per share of our common stock multiplied by the number of options exercised and does not necessarily reflect proceeds received by the officer.

(2)	Computed in accordance with Securities and Exchange Commission rulesbased on the fair market value of our common stock on the vesting date multiplied by the number of units vested and does not necessarily reflect proceeds received by the officer.

~~(2)~~

Computed in accordance with Securities and Exchange Commission rules based on the fair market value of our common stock on the vesting date multiplied by the number of units vested and does not necessarily reflect proceeds received by the officer.

Severance and Change in Control Benefits

We have entered into arrangements with each of our named executive officers that provide for cash severance and related benefits and vesting acceleration of equity awards held by such named executive officers if such officer is subject to an involuntary termination or if we experience a change in control, in each case as further described below. ~~Termination-related benefits generally apply only if an officer has completed three years of continuous service with the Company.~~ In addition, the officer generally must (a) return all of our property in the officer’s possession, (b) resign as a member of our board of directors and all of our subsidiaries, to the extent applicable and (c) execute and allow to become effective a general release of claims against us. As

Table of ~~December 31, 2020, all~~Contents

For purposes of ~~our~~each named executive ~~officers have satisfied such three-year service condition with the exception of Mr. Schueren.~~

~~Mr. Chapman~~

~~Pursuant to his amended and restated~~officer’s employment agreement, ~~with us effective as of January 2, 2019, if Mr. Chapman is subject to~~ an involuntary ~~termination, then he will be entitled to:~~

•

a lump-sum cash payment equal to 12 months’ base salary, except that such lump-sum cash payment will be equal to 18 months’ base salary, plus incentive compensation calculated as if all performance criteria had been satisfied at 100% of the applicable target level, if such termination is within 18 months following a change in control of the Company;

•

payment by us of the monthly premiums under COBRA for up to 12 months, except that such monthly premiums will continue for up to 18 months if such termination is within 12 months following a change in control of the Company; and

•

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within 18 months following a change in control of the Company and such termination is not an involuntary termination resulting solely from a reduction of Mr. Chapman’s level of authority or responsibility, Mr. Chapman will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

~~Involuntary~~ termination means a separation from our service as a result of either the involuntary discharge of the executive by us for reasons other than cause or by the executive due to good ~~reason.~~reason, each as defined in such named executive officer’s employment agreement.

Mr. Chapman

Mr. Chapman’s amended and restated employment agreement with us effective as of January 2, 2019 provides that if Mr. Chapman is subject to an involuntary termination, then he will be entitled to:

●

payment by us of themonthly premiums under COBRA for up to 12months, except that suchmonthly premiums will continue for up to 18months if such termination is within 12months following a change in control of the Company; and

●

accelerated vesting of equity or equity-based awards equal to the greater of (i)50% of his then-unvested equity or equity-based awards and (ii)forward vesting of such equity or equity-based awards as if he had provided an additional 12months of service to us, except that if such termination is within 18 months following a change in control of the Company and such termination is not an involuntary termination resulting solely from a reduction of Mr. Chapman’s level of authority or responsibility, Mr. Chapman will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

In November 2021, in recognition of Mr. Chapman’s strong performance in his role as our CEO, our compensation committee approved the following revisions with respect to Mr. Chapman’s severance and change in control benefits:

●

if Mr. Chapman is subject to an involuntary termination, then (i) we will, in good faith, consider entering into a consulting agreement with Mr. Chapman to provide certain future services to us, and (ii) his unvested performance-based equity awards will remain outstanding and eligible to vest for the 18-month period following the date that he ceases to provide services to us, subject to the achievement of the applicable performance conditions during such period; and

●

to specify that the accelerated vesting that Mr. Chapman is entitled to receive upon an involuntary termination within 18 months following a change in control is 100% of his then-unvested equity or equity-based awards, including his then-unvested performance-based equity awards.

Our compensation committee has authorized the preparation of an amendment to Mr. Chapman’s amended and restated employment agreement to reflect the approved terms.

Mr. Brophy

If Mr. Brophy is subject to an involuntary termination, then he will be entitled to:

●

a lump-sum cash payment equal to six months’ base salary, except that such lump-sum cash payment will be equal to 12 months’ base salary if such termination is within 12 months following a change in control of the Company;

●

payment by us of themonthly premiums under COBRA for up to 12months; and

●

•

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•

~~payment by us of the monthly premiums under COBRA for up to 12 months; and~~

•

additional 12 months of service to us, except that if such termination is within 12 months following a change in control of the Company and such termination is not an involuntary termination resulting solely from a reduction of Mr. Brophy’s level of authority or responsibility, Mr. Brophy will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

Mr. Schueren

If Mr. Schueren is subject to an involuntary termination, ~~resulting solely from a reduction~~then he will be entitled to:

●

payment by us of themonthly premiums under COBRA for up to 12months; and

●

accelerated vesting of equity or equity-based awards equal to the greater of (i)50% of his then-unvested equity or equity-based awards and (ii)forward vesting of such equity or equity-based awards as if he had provided an additional 12 months of service to us; except that if such termination is within 12 months following a change in control of the Company and such termination is other than due to cause or permanent disability, or if he resigns due to a reduction in his base salary or following notice that his principal workplace will be relocated by more than 30 miles, Mr. Schueren will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

Mr. ~~Brophy’s level of authority or responsibility,~~Daniel Rabinowitz

If Mr. ~~Brophy~~Rabinowitz is subject to an involuntary termination, then he will be entitled to:

●

payment by us of themonthly premiums under COBRA for up to 12months; and

●

Dr. Matthew Rabinowitz

Pursuant to his amended and restated employment agreement with ~~respect to 100% of his then-unvested equity or equity-based awards.~~

~~Dr. Rabinowitz~~

Ifus, as most recently amended in May 2021, if Dr. Rabinowitz is subject to an involuntary termination, then he will be entitled to:

•

●

a lump-sum cash payment equal to nine months’ base salary, except that such lump-sum cash payment will be equal to 18 months’ base salary if such termination is within 12 months following a change in control of the Company;

●

payment by us of themonthly premiums under COBRA for up to 12months, except that suchmonthly premiums will continue for up to 18months if such termination is within 12months following a change in control of the Company; and

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●

accelerated vesting of equity or equity-based awards equal to the greater of (i)50% of his then-unvested equity or equity-based awards and (ii)forward vesting of such equity or equity-based awards as if he had provided an additional 12months of service to us, except that if such termination occurs following a change in control of the Company and such termination is other than due to cause or permanent disability, or if he resigns due to a reduction in his base salary or following notice that his principal workplace will be relocated by more than 30 miles, Dr. Rabinowitz will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

If Dr. Rabinowitz and our board of directors are unable, prior to September 30, 2023, to mutually agree to terms for Dr. Rabinowitz’s continued service as Executive Chairman beyond December 31, 2023, then his employment with us will be ~~equal to 18 months’ base salary if such termination is within 12 months following a change in control~~terminated as of ~~the Company;~~

•

accelerated vesting of equity or equity-based awards equal to the greater of (i) 50% of his then-unvested equity or equity-based awards and (ii) forward vesting of such equity or equity-based awards as if he had provided an additional 12 months of service to us, except that if such termination is within 12 months following a change in control of the Company and such termination is other than due to cause or permanent disability, or if he resigns due to a reduction in his base salary or following notice that his principal workplace will be ~~relocated by more than 30 miles, Dr. Rabinowitz will~~entitled to receive the benefits for an involuntary termination described above. In addition, in such event,

●

if our board of directors extends an offer to Dr. Rabinowitz to continue to serve as Chairman of the Board and he so serves, his remaining then-outstanding equity will continue to vest pursuant to the terms of the applicable equity incentive plans and award agreements as he continues to serve as a non-employee director on our board of directors; and

●

if our board of directors does not extend such an offer, Dr. Rabinowitz will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

In addition, in the event that we are subject to a change in control, 50% of the then-unvested portion of any equity or ~~equity-based~~equity -based awards granted to Dr. Rabinowitz will become fully vested and, if applicable, exercisable, and the remaining unvested portion will vest over the shorter of 12 months or the then-remaining vesting period.

~~Mr. Schueren~~

~~If Mr. Schueren is subject~~

Definitions

Good reason

With respect to ~~an involuntary termination, then he will be entitled to:~~

•

~~payment by us of the monthly premiums under COBRA for up to 12 months; and~~

•

~~accelerated vesting of equity or equity-based awards equal to the greater of (i) 50% of his then-unvested equity or equity-based awards and (ii) forward vesting of such equity or equity-based awards~~

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~~as if he had provided an additional 12 months of service to us; except that if such termination is within 12 months following a change in control of the Company and such termination is~~our named executive officers other than ~~due to cause or permanent disability, or if he resigns due to a reduction in his base salary or following notice that his principal workplace will be relocated by more than 30 miles,~~ Mr. ~~Schueren will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.~~

~~Mr. Sheena~~

~~If Mr. Sheena is subject to an involuntary termination, then he will be entitled to:~~

•

~~payment by us of the monthly premiums under COBRA for up to 12 months; and~~

•

accelerated vesting of equity or equity-based awards equal to the greater of (i) 50% of his then-unvested equity or equity-based awards and (ii) forward vesting of such equity or equity-based awards as if he had provided an additional 12 months of service to us; except that if such termination is within 12 months following a change in control of the Company and such termination is other than due to cause or permanent disability, or if he resigns due to a reduction in his base salary or following notice that his principal workplace will be relocated by more than 30 miles, Mr. Sheena will receive accelerated vesting with respect to 100% of his then-unvested equity or equity-based awards.

In addition, in the event that we are subject to a change in control, 50% of the then-unvested portion of any equity or equity-based awards granted to Mr. Sheena will become fully vested and, if applicable, exercisable, and the remaining unvested portion will vest over the shorter of 12 months or the then-remaining vesting period.

~~Definitions~~

~~Good~~Chapman, good reason means a voluntary resignation by the executive following:

●

a change in position that materially reduces the officer’s level of authority or responsibility without consent

●

a reduction in then-current base salary or

●

receipt of notice that the officer’s principal workplace will be relocated by more than 30 miles.

•

~~a change in position that materially reduces the officer’s level of authority or responsibility without consent~~

•

~~a reduction in then-current base salary or~~

•

~~receipt of notice that the officer’s principal workplace will be relocated by more than 30 miles.~~

~~Good~~

With respect to Messrs. Brophy, Schueren and Mr. Daniel Rabinowitz, good reason will not be deemed to exist unless the officer provides us with notice of the condition constituting good reason within 90 days after such condition comes into existence, ~~and~~ we fail to remedy such condition, and the resignation becomes effective within six months after the condition first comes into existence.

With respect to ~~Messrs.~~Mr. Chapman, ~~Brophy~~in November 2021 our compensation committee approved a new definition of good reason that will apply under Mr. Chapman’s amended and ~~Schueren,~~restated employment agreement with us. Pursuant to the new definition, good reason means, in each case without Mr. Chapman’s prior written consent, any action by us that:

●

results in a material diminution in his duties, authority or responsibilities or a diminution in his title or position (other than for cause); modifying his title or failing to nominate or maintain him on our board (other than for cause) each constitutes good reason;

●

requires him to report to any person other than the board of directors;

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●

reduces his base salary, annual cash or equity incentive opportunity amounts, or other employee benefits in which he participates;

●

relocates his principal place of employment to a location more than 25 miles from our office in San Carlos, California; or

●

constitutes a material breach by us of his amended and restated employment agreement.

Good reason will not be deemed to exist unless Mr. Chapman provides us with notice of the condition constituting good reason within 120 days after such condition comes into existence, we fail to remedy such condition within 30 days following such notice, and Mr. Chapman terminates his employment with us within 120 days following the expiration of such cure period. Our compensation committee has authorized the preparation of an amendment to Mr. Chapman’s amended and restated employment agreement to reflect the new definition.

Cause

With respect to all of our named executive officers other than Dr. Rabinowitz, cause means an officer’s:

●

unauthorized use or disclosure of our confidential information or trade secrets

●

a material breach of any agreement with us

●

a material failure to comply with our written policies or rules

●

commission of, or plea of guilty or no contest to, a felony

●

gross negligence, willful misconduct or commission of an act of fraud in dealings with us

●

failure to perform, or apply the requisite effort to, an officer’s assigned duties (with respect to Mr. Brophy, abandonment or neglect of his duties)

●

other than with respect to Mr.Brophy, failure to cooperate in good faith with a governmental or internal investigation of us or our directors, officers or executives, if such cooperation is requested or

●

death or permanent disability.

•

~~unauthorized use or disclosure of our confidential information or trade secrets~~

•

~~a material breach of any agreement with us~~

•

~~a material failure to comply with our written policies or rules~~

•

~~commission of, or plea of guilty or no contest to, a felony~~

•

~~gross negligence, willful misconduct or commission of an act of fraud in dealings with us~~

•

~~failure to perform, or apply the requisite effort to, an officer’s assigned duties (with respect to Mr. Brophy, abandonment or neglect of his duties)~~

•

other than with respect to Mr. Brophy, failure to cooperate in good faith with a governmental or internal investigation of us or our directors, officers or executives, if such cooperation is requested or

•

~~death or permanent disability.~~

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With respect to Dr. Rabinowitz, ~~and Mr. Sheena,~~ cause means ~~an officer’s~~the commission of, or plea of guilty or no contest to, a felony; commission of an act of fraud in dealings with us; abandonment or neglect of duties for an extended period of time, application of less than full time effort to us; or death or permanent disability.

Change in Control means the consummation of our merger or consolidation with or into another entity or our dissolution, liquidation or winding up.

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The following table reflects the potential payments and benefits to which our named executive officers would be entitled under the arrangements described above, assuming that both a change in control (if applicable) and an involuntary termination of employment occurred on December 31, ~~2020~~2021 (the last day of our ~~2020~~2021 fiscal year).

Name
Cash
Severance
(Salary)
($)

Cash
Severance
(Incentive
Compensation)
($)

COBRA
Benefit
($)(1)

Equity
Acceleration
($)(2)

Total
($)

Steve Chapman
Involuntary Termination(3)
486,000 — 27,688 38,624,217 39,137,905
Change in Control Termination(4)
729,000 291,600 41,532 29,238,073 30,300,205
Change in Control Acceleration(5)
— — — 26,056,569 26,056,569
Michael Brophy
Involuntary Termination(3)
210,400 — 27,688 13,217,047 13,455,135
Change in Control Termination(4)
420,800 — 27,688 10,433,977 10,882,465
Change in Control Acceleration(5)
— — — 9,342,141 9,342,141
Matthew Rabinowitz
Involuntary Termination(3)
333,000 — 17,229 22,876,167 23,226,396
Change in Control Termination(4)
499,500 — 25,844 42,591,492 43,116,836
Change in Control Acceleration(5)
— — — 21,295,746 21,295,746
Robert Schueren
Involuntary Termination(3)
222,500 — 19,133 13,264,313 13,505,946
Change in Control Termination(4)
445,000 — 19,133 13,691,542 14,155,675
Change in Control Acceleration(5)
— — — 8,607,485 8,607,485
Jonathan Sheena
Involuntary Termination(3)
99,000 — 19,133 4,175,568 4,293,701
Change in Control Termination(4)
198,000 — 19,133 5,696,183 5,913,316
Change in Control Acceleration(5)
— — — 3,489,996 3,489,996


		Cash
	Cash	Severance
	Severance	(Incentive	COBRA	Equity
	(Salary)	Compensation)	Benefit	Acceleration	Total
Name	($)	($)	($)⁽¹⁾	($)⁽²⁾	($)
Steve Chapman
Involuntary Termination⁽³⁾	525,000	—	28,134	12,871,636	13,424,770
Change in Control Termination⁽⁴⁾	787,500	420,000	42,201	25,114,184	26,363,885
Change in Control Acceleration⁽⁵⁾	—	—	—	2,149,219	2,149,219
Michael Brophy
Involuntary Termination⁽³⁾	216,700	—	22,162	6,978,416	7,217,278
Change in Control Termination⁽⁴⁾	433,400	—	22,162	11,741,163	12,196,725
Change in Control Acceleration⁽⁵⁾	—	—	—	686,697	686,697
Robert Schueren
Involuntary Termination⁽³⁾	229,200	—	22,162	9,018,023	9,269,385
Change in Control Termination⁽⁴⁾	458,400	—	22,162	14,571,213	15,051,775
Change in Control Acceleration⁽⁵⁾	—	—	—	—	—
Daniel Rabinowitz
Involuntary Termination⁽³⁾	190,000	—	28,134	3,734,370	3,952,504
Change in Control Termination⁽⁴⁾	380,000	—	28,134	5,714,714	6,122,848
Change in Control Acceleration⁽⁵⁾	—	—	—	602,366	602,366
Matthew Rabinowitz
Involuntary Termination⁽³⁾	249,750	—	15,723	8,031,757	8,297,230
Change in Control Termination⁽⁴⁾	499,500	—	23,584	5,764,833	6,287,917
Change in Control Acceleration⁽⁵⁾	—	—	—	5,764,833	5,764,833

~~(1)~~

(1)	Reflects actual cost of COBRA as in effect as of December 31, 2021, based on each officer’s elections with respect to our health insurance plans.

(2)	Reflects the number of options and/or RSUs vesting, multiplied by $93.39, the closing price of a share of our common stock on December31, 2021 (the 2021 Closing Price) less (in the case of options) the exercise price per share.

(3)	Defined as an involuntary termination without cause or a voluntary resignation for good reason, in each case as defined above with respect to each officer.

~~Reflects actual cost of COBRA as in effect as of December 31, 2020, based on each officer’s elections with respect to our health insurance plans.~~

~~(2)~~

Reflects the number of options and/or RSUs vesting, multiplied by $99.52, the closing price of a share of our common stock on December 31, 2020 less (in the case of options) the exercise price per share.

In general, each officer is entitled to accelerated vesting equal to the greater of 50% of the then-unvested portion of such award or 12 months’ additional vesting in the event of an involuntary termination not in connection with a change in ~~control~~control.

With respect to Mr. Chapman, the above treatment applies with respect to his time-based equity awards. With respect to his performance-based equity awards, any then unvested performance-based equity awards will remain outstanding and eligible to vest for the 18-month period following the date that he ceases to provide services to us, subject to the achievement of the applicable performance conditions during such period.

With respect to the options and stock units granted to Mr. Chapman that vest, in part, upon our achieving a $5 billion market valuation, we have assumed that the performance milestones will have been satisfied at all relevant dates.

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With respect to the stock units granted to Messrs. Chapman, Brophy, Schueren and Daniel Rabinowitz that vest, in part, upon our achieving a $13 billion market valuation, we have assumed the performance milestones will not have been satisfied, and the value of such awards have not been included here.

With respect to the stock units granted to Mr. Chapman that vest, in part, upon our achievement of certain revenue targets, we have assumed such targets will not have been satisfied, and the value of such awards have not been included here.

With respect to the options granted to Mr. Chapman and Dr. Rabinowitz that have an exercise price greater than our 2021 Closing Price, no amounts would be payable with respect to such awards and the value of such awards have not been included here

(4)	Defined as an involuntary termination within 12months (18months in the case of Mr.Chapman) of our change in control.

In general, each officer is entitled to accelerated vesting equal to 100% of the then-unvested portion of each award in the event of a change in control termination.

~~(3)~~

~~Defined as an involuntary termination without cause or a voluntary resignation for good reason, in each case as defined above with respect to each officer.~~

With respect to the options granted to Mr. Chapman, and the stock units granted to Messrs. Chapman, Brophy and Schueren that vest, in part, upon our achieving certain market capitalizations, we have assumed that the performance milestones will have been satisfied at all relevant dates.

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~~(4)~~

~~Defined as an involuntary termination within 12 months (18 months in the case of Mr. Chapman) of our change in control.~~

With respect to the performance stock unit awards granted to Messrs. Brophy and ~~Sheena~~Daniel Rabinowitz that vest based on achievement of certain ~~Emerging Business~~financial and ~~Reproductive Health business~~operating goals, notwithstanding anything in their employment arrangements to the contrary, in the event that we are subject to a change in control and we are valued for purposes of such transaction at $1.5 billion or greater, any unvested stock units subject to such award will vest in full as of immediately prior to such change in control. Because such award will have already vested on the change in control, the value of such acceleration has not been included here.

~~The~~

With respect to the options and stock units granted to Mr. Chapman ~~and the stock units granted to Messrs. Chapman, Brophy and Schueren~~ that vest, in part, upon our achieving ~~certain~~a $5 billion market ~~capitalizations or revenue targets,~~valuation, we have ~~been~~ excluded the value of such awards here with the assumption that the performance metrics will have been met in connection with, or prior to, such change in control.

~~The performance option granted to~~

As described below, Dr. Rabinowitz ~~has been included here.~~

~~(5)~~

~~Dr. Rabinowitz and Mr. Sheena are~~is entitled to 50% acceleration of ~~50% of their~~his then-unvested equity awards in the event of a change in control. Because 50% of his awards will have already vested upon a change in control, the value of the remaining 50% of his awards has been included here.

(5)

Dr.Rabinowitz is entitled to acceleration of 50% of his then-unvested equity awards in the event of a change in control, with the remainder vesting over no greater than a 12-month period following such change in control. In general, no other officer is entitled to accelerated vesting of his then-unvested equity awards solely due to the occurrence of a change in control.

With respect to the options and stock units granted to Mr. Chapman that vest, in part, upon our achieving a $5 billion market valuation, we have included the value of such awards here with the assumption that the performance metrics will have been met in connection with such change in control.

~~The options granted~~

With respect to ~~Mr. Chapman, and~~ the stock units granted to Messrs. Chapman, Brophy, Schueren and ~~Schueren~~Daniel Rabinowitz that vest, in part, upon our achieving ~~certain~~a $13 billion market ~~capitalizations~~valuation or certain revenue targets, we have assumed the performance milestones will not have been ~~excluded here.~~

~~The performance option granted to Dr. Rabinowitz has~~satisfied in connection with such change in control, and the value of such awards have not been included here.

With respect to the performance stock unit awards granted to Messrs. Brophy and ~~Sheena~~Daniel Rabinowitz that vest based on achievement of certain ~~Emerging Business~~financial and ~~Reproductive Health business~~operating goals, notwithstanding anything in their employment arrangements to the contrary, in the event that we are subject to a change in control and we are valued for purposes of such transaction at ~~$1.5~~$ 1.5 billion or greater, any unvested stock units subject to such award will vest in full as of immediately prior to such change in control. ~~Such~~The value of such awards have been included here on the assumption that they will accelerate.

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With respect to the stock options and stock units ~~granted to Messrs. Chapman, Brophy, and Schueren~~ that vest in part based on achievement of certain market ~~capitalization~~valuation milestones, in the event of a change in control our finance team will evaluate whether a milestone has been achieved based on our value in connection with such change in control. Following such certification (if any), the awards will vest solely based on provision of continuous service by the officer through each applicable vesting date, ~~and~~ subject to vesting acceleration as otherwise provided in the officer’s employment arrangements and, for Mr. Chapman, the post-termination vesting period for Mr. Chapman under the approved terms of the amendment to his employment agreement, in each case as described above.

In the event of an involuntary termination prior to our change in control, any unvested portion of such award will be eligible for vesting acceleration in connection with such involuntary termination as described above:

●

if a milestone is achieved within 60days following such involuntary termination; or

●

if a milestone has been achieved prior to such involuntary termination, only if the milestone value is equaled or exceeded on the date of such involuntary termination or when averaged during the 3-month period ending on the date of such involuntary termination.

•

~~If a milestone is achieved within 60 days following such involuntary termination; or~~

•

If a milestone has been achieved prior to such involuntary termination, only if the milestone value is equaled or exceeded on the date of such involuntary termination or when averaged during the 3-month period ending on the date of such involuntary termination.

CEO Pay Ratio

The following is a discussion regarding the ratio of the annual total compensation of Mr. Chapman, our CEO and principal executive ~~oficer,~~officer, to our median employee’s annual total compensation, for ~~2020.~~2021. Under SEC rules, we are required to identify our median employee only once every three years and calculate annual total compensation for that employee each year, referred to as “pay-ratio” disclosure, as long as, during the 2021 fiscal year, there have been no changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the pay-ratio disclosure.

However, we have opted to identify our median employee for 2021 based on our employee population as of October 1, 2021, as described below.

The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. Because the SEC’s rules for identifying

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the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Neither the compensation committee nor our management use our pay ratio to make compensation decisions.

For purposes of identifying our “median employee,” we used our employee population as of October 1, ~~2020~~2021 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). ~~During 2020, we did not have any non-U.S. employees.~~ To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments, and estimates:

●

We calculated the 2021 annual total compensation of each employee, excluding Mr.Chapman, as the sum of (1)annual base salary for permanent salaried employees, or hourly rate multiplied by expected annual work schedule for hourly employees; (2)target annual cash incentive compensation, if applicable; and (3)grant date fair value of equity awards granted during theyear.

●

In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2021, through the determination date.

•

We calculated the 2020 annual total compensation of each employee, excluding Mr. Chapman, as the sum of (1) annual base salary for permanent salaried employees, or hourly rate multiplied by expected annual work schedule for hourly employees; (2) variable compensation, if applicable; (3) grant date fair value of equity awards granted during the year; (4) non-equity incentive plan compensation earned in 2020; and (4) Natera’s matching contributions to the employee’s 401(k) tax-deferred savings plan or registered retirement savings plan account.

•

~~In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2020, through the determination date.~~

We calculated the annual total compensation for fiscal ~~2020~~2021 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For fiscal ~~2020,~~2021, the annual total compensation for Mr. Chapman and our median employee were ~~$8,083,213~~$23,343,147 and ~~$155,316,~~$176,384, respectively. Accordingly, the resulting ratio of the two amounts is approximately ~~52:~~132:1. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 15, ~~2021~~2022 for:

●

each of our named executive officers;

●

each of our directors;

●

all of our executive officers and directors as a group; and

●

each person, or group of affiliated persons, who is known by us to beneficially own five percent (5%) or more of our common stock.

•

~~each of our named executive officers;~~

•

~~each of our directors;~~

•

~~all of our executive officers and directors as a group; and~~

•

~~each person, or group of affiliated persons, who is known by us to beneficially own 5% or more of our common stock.~~

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on ~~87,034,895~~95,948,954 shares of common stock outstanding at March 15, ~~2021.~~2022. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options and restricted stock units held by that person or entity that are currently exercisable or that will become exercisable or vest within 60sixty (60) days of March 15, ~~2021.~~2022. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Natera, Inc., 13011 McCallen Pass, Building A Suite 100, Austin, Texas 78753.

Shares Beneficially
Owned

Name of Beneficial Owner Shares
Percent of
Class

Named Executive Officers and Directors:
Roy Baynes(1)
31,270 *
Monica Bertagnolli 0 *
Roelof F. Botha(2)
1,195,047 1.37
Michael Brophy(3)
97,773 *
Rowan Chapman 2,000 *
Steve Chapman(4)
111,796 *
Todd Cozzens(5)
94,168 *
James I. Healy(6)
3,163,345 3.63
Gail Marcus(7)
38,588 *
Matthew Rabinowitz(8)
4,102,288 4.56
Herm Rosenman(9)
245,090 *
Robert Schueren(10)
80,376 *
Jonathan Sheena(11)
684,795 *
All Executive Officers and Directors as a Group (13 persons) 9,846,536 10.86
5% Stockholders:
The Vanguard Group, Inc.(12)
7,175,146 8.24
BlackRock, Inc.(13)
6,237,294 7.17
Alger Associates(14)
6,217,680 7.14


	Shares Beneficially Owned
Name of Beneficial Owner	Shares	Percent of Class
Named Executive Officers and Directors:
Roy Baynes⁽¹⁾	45,798	*
Monica Bertagnolli⁽²⁾	1,960	*
Roelof Botha⁽³⁾	1,140,047	1.19
Michael Brophy⁽⁴⁾	105,314	*
Rowan Chapman⁽⁵⁾	7,568	*
Steve Chapman⁽⁶⁾	114,531	*
Todd Cozzens⁽⁷⁾	46,959	*
James Healy⁽⁸⁾	3,174,313	3.31
Gail Marcus⁽⁹⁾	44,819	*
Daniel Rabinowitz⁽¹⁰⁾	233,417	*
Matthew Rabinowitz⁽¹¹⁾	4,340,527	4.39
Herm Rosenman⁽¹²⁾	200,587	*
Robert Schueren⁽¹³⁾	123,842	*
Jonathan Sheena⁽¹⁴⁾	638,819	*
All Executive Officers and Directors as a Group (14 persons)	10,218,501	10.27
5% Stockholders:
The Vanguard Group, Inc.⁽¹⁵⁾	7,785,953	8.11
BlackRock, Inc.⁽¹⁶⁾	7,010,757	7.31
Alger Associates⁽¹⁷⁾	6,805,028	7.09
J.P. Morgan Chase & Co.⁽¹⁸⁾	5,025,967	5.24

*	Represents beneficial ownership of less than one percent (1%) of our outstanding common stock.

~~Represents beneficial ownership of less than 1% of our outstanding common stock.~~

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(1)	Consists of (i)2,856 shares of common stock held by Dr.Baynes and (ii)42,942 shares of common stock issuable to Dr.Baynes pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(2)	Consists of (i) 654 shares of common stock held by Dr. Bertagnolli, and (ii)1,306 shares of common stock issuable to Dr. Bertagnolli pursuant to options exercisable or RSUs vesting within 60days of March15, 2022

(3)	Consists of (i)1,138,584 shares of common stock held by estate planning vehicles for the benefit of Mr.Botha and (ii)1,463 shares of common stock issuable to Mr.Botha pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(4)	Consists of (i)78,231 shares of common stock held by Mr.Brophy and (ii)27,083 shares of common stock issuable to Mr.Brophy pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(5)	Consists of (i) 4,856 shares of common stock held by Dr. Chapman and (ii) 2,712 shares of common stock issuable to Dr. Chapman pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2022.

(6)	Consists of (i)56,473 shares of common stock held by Mr.Chapman and (ii)58,058 shares of common stock issuable to Mr.Chapman pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(7)	Consists of (i) 13,199 shares of common stock held by Mr.Cozzens and (ii)33,760 shares of common stock issuable to Mr.Cozzens pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(8)

Consists of (i) 32,472 shares of common stock held by Dr.Healy, (ii)38,881 shares of common stock issuable to Dr.Healy pursuant to options exercisable or RSUs vesting within 60days of March15, 2022, and (iii)3,102,960 shares held by certain entities affiliated with Sofinnova Investments,Inc. (Sofinnova Investments), over which Dr.Healy may be deemed to have shared voting and dispositive power, according to a Form 4 filed with the SEC on July 26, 2021, by Dr. Healy, which may not be current as of April13, 2022. The shares held by certain entities affiliated with Sofinnova Investments consists of (x)1,550,280 shares of common stock held by Sofinnova Venture Partners VIII; (y)1,550,280 shares of common stock held by Sofinnova Venture Partners IX,L.P. (Sofinnova Venture Partners IX, and, together with Sofinnova Venture Partners VIII, the Sofinnova Funds); and (z) 2,400 shares of common stock held by Sofinnova Synergy Master Fund, LP. Sofinnova Management VIII, L.L.C. (Sofinnova Management VIII) is the general partner of Sofinnova Venture Partners VIII and Dr.Healy is the sole managing member of Sofinnova Management VIII. Sofinnova Management VIII may be deemed to have sole and dispositive voting power, over the shares directly owned by Sofinnova Venture Partners VIII. Sofinnova Management IX, L.L.C. (Sofinnova Management IX) is the general partner of Sofinnova Venture Partners IX and Dr.Healy is the sole managing member of Sofinnova Management IX. Sofinnova Management IX may be deemed to have sole and dispositive voting power, over the shares directly owned by Sofinnova Venture Partners IX. Sofinnova Synergy Fund GP, LLC (Sofinnova Synergy) is the general partner of Sofinnova Synergy Master Fund, LP, and Dr. Eric Delbridge and Dr.Healy are the managing members of Sofinnova Synergy. Sofinnova Synergy may be deemed to have sole and dispositive voting power, and Dr. Delbridge and Dr.Healy may be deemed to have shared voting and dispositive power, over the shares directly owned by Sofinnova Synergy.Such entities and individuals expressly disclaim any such beneficial ownership over the shares owned by the Sofinnova Funds, respectively, except to the extent of any pecuniary interest therein, if any. The address of each of the entities identified in this footnote is Sofinnova Investments,Inc., 3000 Sand Hill Road, Building 4, Suite250, Menlo Park, California 94025.

(9)	Consists of (i)5,712 shares of common stock held by Dr.Marcus and (ii)39,107 shares of common stock issuable to Dr.Marcus pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(10)	Consists of (i)141,923 shares of common stock held by Mr. Rabinowitz and (ii)91,494 shares of common stock issuable to Mr. Rabinowitz pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2022.

(11)	Consists of (i)633,838 shares of common stock held by Dr.Rabinowitz, (ii)613,496 shares of common stock held by the Matthew Rabinowitz Grantor Retained Annuity Trust, (iii)200,000 shares of common stock held by the

~~(1)~~

Consists of (i) zero shares of common stock held by Mr. Baynes and (ii) 31,720 shares of common stock issuable to Mr. Baynes pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(2)~~

Consists of (i) 1,195,047 shares of common stock held by estate planning vehicles for the benefit of Mr. Botha and (ii) 263 shares of common stock issuable to Mr. Botha pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(3)~~

Consists of (i) 65,604 shares of common stock held by Mr. Brophy and (ii) 32,169 shares of common stock issuable to Mr. Brophy pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(4)~~

Consists of (i) 28,092 shares of common stock held by Mr. Chapman and (ii) 83,704 shares of common stock issuable to Mr. Chapman pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(5)~~

Consists of (i) 7,278 shares of common stock held by Mr. Cozzens and (ii) 86,890 shares of common stock issuable to Mr. Cozzens pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(6)~~

Consists of (i) 29,616 shares of common stock held by Dr. Healy, (ii) 33,169 shares of common stock issuable to Dr. Healy pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021, and (iii) 3,100,560 shares held by certain entities affiliated with Sofinnova Investments, Inc. (Sofinnova Investments), according to a Schedule 13D/A filed with the SEC on February 13, 2020, by Sofinnova Venture Partners VIII, L.P. (Sofinnova Venture Partners VIII), which may not be current as of April 13, 2021, over which Dr. Healy may be deemed to have shared voting and dispositive power. The shares held by certain entities affiliated with Sofinnova Investments consists of (x) 1,550,280 shares of common stock held by Sofinnova Venture Partners VIII; and (y) 1,550,280 shares of common stock held by Sofinnova Venture Partners IX, L.P. (Sofinnova Venture Partners IX, and, together with Sofinnova Venture Partners VIII, the Sofinnova Funds). Sofinnova Management VIII, L.L.C. (Sofinnova Management VIII) is the general partner of Sofinnova Venture Partners VIII and Michael Powell and Dr. Healy are the managing members of Sofinnova Management VIII. Sofinnova Management VIII may be deemed to have sole and dispositive voting power, and Michael Powell and Dr. Healy may be deemed to have shared voting and dispositive power, over the shares directly owned by Sofinnova Venture Partners VIII. Sofinnova Management IX, L.L.C. (Sofinnova Management IX) is the general partner of Sofinnova Venture Partners IX and Mr. Powell and Dr. Healy are the managing members of Sofinnova Management IX. Sofinnova Management IX may be deemed to have sole and dispositive voting power, and Mr. Powell and Dr. Healy may be deemed to have shared voting and dispositive power, over the shares directly owned by Sofinnova Venture Partners IX. Such entities and individuals expressly disclaim any such beneficial ownership over the shares owned by the Sofinnova Funds, respectively, except to the extent of any pecuniary interest therein, if any. The address of each of the entities identified in this footnote is Sofinnova Investments, Inc., 3000 Sand Hill Road, Building 4, Suite 250, Menlo Park, California 94025.

~~(7)~~

Consists of (i) zero shares of common stock held by Dr. Marcus and (ii) 38,588 shares of common stock issuable to Dr. Marcus pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(8)~~

Consists of (i) 576,943 shares of common stock held by Dr. Rabinowitz, (ii) 613,496 shares of common stock held by the Matthew Rabinowitz Grantor Retained Annuity Trust, (iii) 40,000 shares of common stock held by the RMDM Trust, and (iv) 2,871,849 shares of common stock issuable to Dr. Rabinowitz pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(9)~~

Consists of (i) 48,419 shares of common stock held by Mr. Rosenman and (ii) 196,671 shares of common stock issuable to Mr. Rosenman pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(10)~~

Consists of (i) zero shares of common stock held by Mr. Schueren, (ii) 52,637 shares of common stock held by Robert A Schueren & Deborah A Schueren Rev Trust, and (iii) 27,739 shares of common stock issuable to Mr. Schueren pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

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RMDM Trust, and (iv)2,893,193 shares of common stock issuable to Dr.Rabinowitz pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(12)	Consists of (i)51,275 shares of common stock held by Mr.Rosenman and (ii)149,312 shares of common stock issuable to Mr.Rosenman pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(13)	Consists of (i)88,738 shares of common stock held by Robert A Schueren& Deborah A Schueren Rev Trust, and (ii)35,104 shares of common stock issuable to Mr.Schueren pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(14)	Consists of (i)563,718 shares of common stock held by Mr.Sheena and (ii)94,336 shares of common stock issuable to Mr.Sheena pursuant to options exercisable or RSUs vesting within 60days of March15, 2022.

(15)

According to a Schedule 13G/A filed with the SEC on February10, 2022, by The Vanguard Group,Inc. (Vanguard Group), which may not be current as of April13, 2022. Vanguard Group has shared voting power with respect to 49,535 shares of common stock; sole dispositive power with respect to 7,660,188 shares of common stock; and shared dispositive power with respect to 125,765 shares of common stock. The address for Vanguard Group. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(16)

According to a Schedule 13G/A filed with the SEC on February3, 2022, by BlackRock,Inc., which may not be current as of April13, 2022. Blackrock,Inc. has sole voting power with respect to 6,456,602 shares of common stock, and sole dispositive power with respect to 7,010,757 shares of common stock. The address for BlackRock,Inc. is 55 East 52^nd Street, New York, New York 10055.

(17)

According to a Schedule 13G/A filed with the SEC on February14, 2022, by Alger AssociatesInc. (Alger Associates), which may not be current as of April13, 2022. Alger Associates has sole voting and dispositive power with respect to 6,805,028 shares of common stock. The securities held are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Fred Alger Management, LLC (FAM) and Weatherbie Capital, LLC (WC), each a registered investment adviser. FAM and WC are each a 100% owned subsidiary of Alger Group Holdings, LLC (AGH), a holding company. AGH is a 100% owned subsidiary of Alger Associates, a holding company. The address for Alger Associates, Inc is 360 Park Avenue South, New York, New York 10010.

(18)

According to a Schedule 13G filed with the SEC on January 24, 2022, by JP Morgan Chase & Co. which may not be current as of April 13, 2022. JP Morgan Chase & Co. has sole voting power with respect to 4,523,169 shares of common stock, shared voting power with respect to 27,590 shares of common stock; sole dispositive power with respect to 4,987,411 shares of common stock; and shared dispositive power with respect to 29,856 shares of common stock. The securities held are beneficially owned by the following subsidiaries of JP Morgan Chase & Co.: J.P Morgan Trust Company of Delaware, JPMorgan Chase Bank, Nation Association, JPMorgan Asset Management (UK) Limited, J.P. Morgan (Suisse)SA J.P. Morgan Investment Management, Inc., and J.P. Morgan Private Investments, Inc. The address for JP Morgan Chase & Co. is 383 Madison Avenue, New York, NY 10017.

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~~(11)~~

Consists of (i)446,636 shares of common stock held by Mr. Sheena and (ii) 238,159 shares of common stock issuable to Mr. Sheena pursuant to options exercisable or RSUs vesting within 60 days of March 15, 2021.

~~(12)~~

According to a Schedule 13G/A filed with the SEC on February 10, 2021, by The Vanguard Group, Inc. (Vanguard Group), which may not be current as of April 13, 2021. Vanguard Group has shared voting power with respect to 166,988 shares of common stock; sole dispositive power with respect to 7,175,146 shares of common stock; and shared dispositive power with respect to 226,301 shares of common stock. The address for Vanguard Group. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

~~(13)~~

According to a Schedule 13G/A filed with the SEC on February 5, 2021, by BlackRock, Inc., which may not be current as of April 13, 2021. Blackrock, Inc. has sole voting power with respect to 3,061,878 shares of common stock. The address for BlackRock, Inc. is 55 East 52nd ~~Street, New York, New York 10055.~~

~~(14)~~

According to a Schedule 13G filed with the SEC on February 16, 2021, by Alger Associates Inc. (Alger Associates), which may not be current as of April 13, 2021. Alger Associates has sole voting power with respect to 6,217,680 shares of common stock and sole dispositive power with respect to 6,217,680 shares of common stock. The securities held are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Fred Alger Management, LLC (FAM) and Weatherbie Capital, LLC (WC), each a registered investment adviser. FAM and WC are each a 100% owned subsidiary of Alger Group Holdings, LLC (AGH), a holding company. AGH is a 100% owned subsidiary of Alger Associates, a holding company. The address for Alger Associates, Inc is 360 Park Avenue South, New York, New York 10010.

Changes in Control:We are not aware of any, nor are we a party to, arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change of control of us.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, ~~2020~~2021 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.


				Number of
				Securities
	Number of	Weighted		Remaining
	Securities	Average		Available
	to be Issued	Exercise		for Future Issuance
	Upon	Price of		Under Equity
	Exercise of	Outstanding		Compensation
	Outstanding	Options,		Plans
	Options,	Warrants		(Excluding
	Warrants and	and		Securities
	Rights	Rights⁽¹⁾		Reflected in Column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by stockholders⁽²⁾	9,846,973	$	17.5434	8,056,387	⁽³⁾
Equity compensation plans not approved by stockholders	—		—	—
Total	9,846,973	$	17.5434	8,056,387

Plan Category
Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants and
Rights

Weighted
Average
Exercise
Price of
Outstanding
Options,
Warrants
and
Rights(1)

Number of
Securities
Remaining
Available
for Future Issuance
Under Equity
Compensation
Plans(2)

Equity compensation plans approved by stockholders 10,857,261 $ 11.1933 16,173,150(3)
Equity compensation plans not approved by stockholders — — —
Total 10,857,261 $ 11.1933 16,173,150

(1)	The weighted average exercise price does not take into account outstanding RSUs.

(2)

All of our equity compensation plans have been approved by our stockholders. This information is with respect to the 2007 Stock Plan (the 2007 Plan), the 2015 Equity Incentive Plan (the 2015 Plan) and the 2015 Employee Stock Purchase Plan. The 2015 Plan is the successor to and continuation of the 2007 Plan. After the effective date of our initial public offering in June 2015, we have not granted any additional awards under the 2007 Plan, but all stock awards granted under the 2007 Plan remain subject to their existing terms. The 2015 Plan provides that the number of shares reserved for issuance thereunder will be increased automatically on the first business day of each fiscal year during its term, ending in (and including) 2025, by a number equal to the least of (a) 4% of the total number of shares issued and outstanding on the last business day of the prior fiscal year, (b) 3,500,000 shares, or (c) a number of shares determined by our board of directors. The 2015 Employee Stock Purchase Plan provides that the number of shares reserved for issuance thereunder will be increased automatically on the first business day of each fiscal year during its term, ending in (and including) 2035, by a number equal to the least of (i) 1% of the total number of shares issued and outstanding on the last business day of the prior fiscal year, (ii) 880,000 shares, or (iii) a number of shares determined by our board of directors. This row does not reflect 3,500,000 shares that were added to the 2015 Plan and 880,000 shares that were added to the 2015 Employee Stock Purchase Plan effective January3, 2022 pursuant to the stockholder-approved terms of such plans.

(3)	Included in this amount are an aggregate of 4,316,123 shares available for future issuance under our 2015 Plan and 2007 Plan and an additional 3,740,264 shares available for future issuance under our 2015 Employee Stock Purchase Plan.

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~~(1)~~

~~The weighted average exercise price does not take into account outstanding RSUs.~~

~~(2)~~

~~(3)~~

Included in this amount are 13,988,187 shares available for future issuance under our 2015 Equity Incentive Plan and 2,184,963 shares available for future issuance under our 2015 Employee Stock Purchase Plan.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements with our directors and executive officers described elsewhere in this proxy statement, the following is a description of each transaction since January 1, ~~2020~~2021 and each currently proposed transaction in which:

•

●

we have been or are to be a participant;

●

the amount involved exceeds or will exceed $120,000; and

●

any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

MyOme, Inc.

On December 6, 2021, the Company participated along with certain other investors in the series B financing of MyOme, Inc. (MyOme), and purchased series B preferred shares and warrants exercisable for shares of MyOme series B preferred shares for an aggregate purchase price of approximately $4 million. The valuation of MyOme was set by the lead investor of the series B financing.

The following are ~~to be a participant;~~

•

the ~~amount involved exceeds or will exceed $120,000;~~Company’s related persons and

•

~~any~~ the basis of ~~our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household~~each such related person’s relationship with ~~any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.~~MyOme:

●

Matthew Rabinowitz, our executive chairman and co-founder, is the chairman of the board and founder of MyOme, and a beneficial holder of approximately 35.5% of the outstanding shares of MyOme;

●

Jonathan Sheena, our co-founder and a member of our board of directors, is stockholder and a member of the board of directors of Myome;

●

Daniel Rabinowitz, our Secretary and Chief Legal Officer, is a stockholder of Myome; and

●

Roelof Botha, our Lead Independent Director, is a managing member of Sequoia Capital Operations, LLC. Two funds affiliated with Sequoia Capital Operations, LLC also participated in MyOme’s series B financing, and purchased MyOme series B preferred shares for an aggregate purchase price of approximately $1.7 million.

~~Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors~~

Daniel Rabinowitz, a brother of Dr. Matthew Rabinowitz, our Executive Chairman of our board of directors, has been employed by us since July 2004. Daniel Rabinowitz serves as our Secretary and General Counsel. During the year ended December 31, 2020, Daniel Rabinowitz received total compensation, including base salary, bonus, equity awards and other compensation, of $2,279,966.

Daniel Rabinowitz’s compensation level was determined, in part, by reference to similarly situated employees who were not related to an executive officer or director. He was also eligible for equity awards on the same general terms and conditions as applicable to other similarly situated employees who were not related to an executive officer or director, and we have entered into an arrangement with him that provides for severance and change in control benefits similar to those applicable to certain of our executives, including our named executive officers.

~~TABLE OF CONTENTS~~

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers and certain other key employees. The indemnification agreements provide that we will indemnify each of our directors and executive officers and such other key employees against any and all expenses incurred by that director or executive officer, or other key employee because of his or her status as one of our directors or executive officers, or other key employees, to the fullest extent permitted by Delaware law, our certificate of incorporation and our bylaws. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors and executive officers and other key employees in connection with a legal proceeding.

Change in Control Arrangements

Certain of our executive officers have agreements in place that provide for certain benefits in the event of a change in control. For more information regarding these benefits, see “Executive Compensation — Severance and Change in Control Benefits.”

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Policies and Procedures for Related Party Transactions

We have adopted a formal written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee considers the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that our executive officers and directors and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Delinquent Section 16(a) Reports

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons, we believe that during our fiscal year ended December 31, ~~2020,~~2021, all Section 16(a) filing requirements were satisfied on a timely basis, other than with respect to the vesting on ~~April 13, 2020~~June 3, 2021 of an ~~RSU~~equity award ~~granted to Matthew Rabinowitz,~~held by Robert Schueren, which was then reported on a Statement of Changes in Beneficial Ownership of Securities on Form 4 on ~~July 15, 2020.~~

June 7, 2021, and an option exercise by Robert Schueren on December 8, 2021 which was then reported on a Statement of Changes in Beneficial Ownership of Securities on Form 4 on December 13, 2021.

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~~TABLE OF CONTENTS~~

AUDIT COMMITTEE REPORT

The information contained in the following report of ~~Natera’s~~our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that ~~Natera~~we specifically ~~incorporates~~incorporate it by reference.

Role of the Audit Committee

The audit committee operates under a written charter adopted by our board of directors. The audit committee of our board of directors oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. 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 with our management and our independent registered public accounting firm our interim and year-end operating results 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. Our audit committee will approve significant related party transactions before we enter into them, as required by applicable rules and listing standards. A more detailed description of the functions and responsibilities of the audit committee can be found in Natera’s audit committee charter, published under the Governance section of our Investor Relations website at http://investor.natera.com.

The audit committee oversees our financial reporting process on behalf of the board of directors. Management is responsible for our internal controls, financial reporting process, selection of accounting principles, determination of estimates and compliance with laws, regulations and ethical business conduct. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

Review of Audited Financial Statements for the Year ended December 31, ~~2020~~

2021

The audit committee has reviewed and discussed with ~~Natera’s~~our management and Ernst & Young LLP ~~the~~our audited consolidated financial statements ~~of Natera~~ for the year ended December 31, ~~2020.~~2021. The audit committee has also discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board regarding communications between our independent registered public accounting firm and audit committee.

The audit committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP its independence from us.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in ~~Natera’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee

Herm Rosenman, Chair

Todd Cozzens

James Healy

Gail Marcus

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~~TABLE OF CONTENTS~~

OTHER MATTERS

We know of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the shares they represent as Natera ~~may recommend.~~

recommended by our board of directors.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote at your earliest convenience on the Internet or by telephone as instructed, or by executing and returning a proxy card, if you have requested one, in the envelope provided.

ANNUAL REPORT ON FORM 10-K

We filed an Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 with the ~~SEC.~~SEC on February 25, 2022. A copy of the Company’s Annual Report on Form 10-K will also be made available (without exhibits), free of charge, to interested stockholders upon written request to 13011 McCallen Pass, Building A Suite 100, Austin, Texas 78753, Attention: Corporate Secretary. The Annual Report on Form 10-K is not incorporated into this proxy statement and is not considered to be proxy-soliciting material.


	THE BOARD OF DIRECTORS
	Austin, Texas
	April 13, 2022

~~THE BOARD OF DIRECTORS~~
~~Austin, Texas~~
~~April 13, 2021~~

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VIEW MATERIALS & VOTE w SCAN TO VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 24, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. NATERA, INC. 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN, TEXAS 78753 During The Meeting - Go to www.virtualshareholdermeeting.com/NTRA2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 24, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards submitted by mail must be received by 11:59 p.m. Eastern Time on May 24, 2022. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D78030-P67219 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NATERA, INC. The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! !! 1. To elect the three directors named below and in the proxy statement to serve as Class I directors until the annual meeting of stockholders to be held in 2025 and until their successors are duly elected and qualified. Nominees: 01) Roy Baynes 02) James Healy 03) Gail Marcus For Against Abstain The Board of Directors recommends you vote FOR the following proposals: ! ! ! ! ! ! 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, 2022. 3. To approve, on an advisory (non-binding) basis, the compensation of Natera, Inc.'s named executive officers as disclosed in the proxy statement. 4. Such other business as may properly come before the Annual Meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D78031-P67219 NATERA, INC. Annual Meeting of Stockholders May 25, 2022 11:30 AM, Pacific Time This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Steve Chapman and Mike Brophy, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Natera, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:30 AM, Pacific Time on May 25, 2022, virtually at www.virtualshareholdermeeting.com/NTRA2022, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

~~TABLE OF CONTENTS~~

NATERA, INC.13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN, TEXAS 78753 VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 24, 2021. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/NTRA2021You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 24, 2021. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D49189-P50046 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

~~TABLE OF CONTENTS~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders:The Notice, Proxy Statement, and Annual Report are available at www.proxyvote.com.D49190-P50046NATERA, INC.Annual Meeting of Stockholders May 25, 2021 11:30 AM, PDTThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) Steve Chapman and Mike Brophy, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of NATERA, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:30 AM, PDT on May 25, 2021, virtually at www.virtualshareholdermeeting.com/NTRA2021, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side


Time and Date:		Wednesday, May 25, 2022 at 11:30 a.m. Pacific Time.
Virtual Meeting Location:		The Annual Meeting will be held in virtual meeting format at
		www.virtualshareholdermeeting.com/NTRA2022. 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 three directors named in the proxy statement
		accompanying this notice to serve as Class I directors until
		the annual meeting of stockholders held in 2025 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
		fiscal year ending December 31, 2022.
		(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, 2022.
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
		instructions on how to vote your shares, please refer to the section
		entitled “Questions and Answers About Procedural Matters.”


	Very truly yours,

	Steve Chapman
	Chief Executive Officer and President


	By order of the board of directors,

	Steve Chapman
	Chief Executive Officer and President

		~~Page~~
	Page
QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS			1	2
Annual Meeting			1	2
Stock Ownership			2	3
Quorum and Voting			3
Stockholder Proposals and Director Nominations			6	7
Additional Information about the Proxy Materials			7	8
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2021			8	9
PROPOSAL ONE – ELECTION OF DIRECTORS			9	10
General			9	10
Nominees			9	10
Information Regarding the Nominees and Other Directors			9	10
Family Relationship	14
Vote Required	14
PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			14	15
General			14	15
Vote Required	15
Principal Accounting Fees and Services			14	15
Pre-Approval of Audit and Non-Audit Services			14	16
PROPOSAL THREE – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			16	17
Vote Required	17
CORPORATE GOVERNANCE			17	18
Governance of Our Company			17	18
Code of Conduct			17	18
Board Composition			17	18
~~Director Independence~~			18
Considerations in Evaluating Director Nominees			18	19
Director Independence	19
Board Leadership Structure			19	20
Board Diversity Matrix	21
Board Committees			19	21
Stockholder Recommendations for Nominations to the Board of Directors			21	22
Compensation Committee Interlocks and Insider Participation			21	23
Meetings of the Board of Directors			21	23
Executive Sessions			21	23
Board Oversight of Risk			21	23
Director Compensation			22	24
Stockholder Communications with the Board of Directors			25	26
Corporate Responsibility and Sustainability			25	27
EXECUTIVE OFFICERS			27	29
EXECUTIVE COMPENSATION			28	30
Compensation Discussion and Analysis			28	30
Compensation Committee Report			42	47
Summary Compensation Table			42	48
~~2020~~2021 Grants of Plan-Based Awards			43	49
Outstanding Equity Awards at ~~2020~~2021 Fiscal Year-End			45	51
Fiscal ~~2020~~2021 Option Exercises and Stock Vested			49

	2020			2019
Audit Fees(1)		$	2,781,962		$	2,634,312
Audit-Related Fees			—			—
Tax Fees(2)			28,291			10,000
All Other Fees(3)			2,000			2,000
Total Fees		$	2,812,253		$	2,646,312

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Option Awards ($)(4)(5)		Total ($)
Dr. Roy Baynes		50,000		116,896		144,977		311,873
Dr. Monica Bertagnolli*		—		—		—		—
Roelof Botha		—		—		393,419		393,419
Dr. Rowan Chapman		52,500		116,896		144,977		314,373
Todd Cozzens		70,000		233,792		—		303,792
Dr. James Healy		57,500		116,896		144,977		319,373
Dr. Gail Marcus		32,917		233,792		45,223		311,932
Herm Rosenman		70,833		116,896		144,977		332,706

					Option Awards
	Grant Date		Exercise Price ($)		R. Botha		G. Marcus
Q1		4/24/2020		22.61		718		331
Q2		7/10/2020		46.92		643		278
Q3		10/9/2020		73.58		405		175
Q4		1/8/2021		111.17		263		114

NEO	2019 Base Salary ($)		2020 Base Salary ($)		Change (%)
Steven L. Chapman		450,000		486,000		8
Michael B. Brophy		353,600		420,800		19
Robert A. Schueren		412,000		445,000		8
Matthew Rabinowitz*		333,000		333,000		0
Jonathan Sheena**		198,000		198,000		0

NEO	Target Incentive Bonus (% of Base Salary)		Company Performance (%)		Individual Performance (%)
Steven L. Chapman		60		100		0
Michael B. Brophy		50		80		20
Robert A. Schueren		50		80		20
Matthew Rabinowitz*		50		100		0
Jonathan Sheena**		40		80		20

Performance Metric	Relative Weighting (%)		Minimum Performance Threshold (% of target)		Target Metric		Maximum Payout (% of target payout)		Metric Achieved		Achievement As a % of Target		Weighted Payout (% of target payout)
Revenue		55		85	$352.0 million			115	$391.0 million			111.1		114.8
Gross Margin		35		80		44.0%		120		47.9%		108.9		108.9
Cash Burn		10		75	$(145.0) million			125	$(173.7) million			83.5		67
Payout				50		100%		120						107.9

Executive Officer	Total Target Bonus ($)		Financial Performance Goals				Individual Performance Factor						Total Actual Award ($)		Total Payout (% of Target)
Executive Officer	Total Target Bonus ($)		Target ($)		Payout ($)		Target ($)		Achievement (%)		Payout ($)		Total Actual Award ($)		Total Payout (% of Target)
Steve Chapman*		275,041		275,041		296,884		N/A		N/A		N/A		296,884		107.9
Michael Brophy*		197,650		158,120		170,678		39,530		110		43,483		214,161		108.4
Robert Schueren*		218,398		174,718		188,594		43,680		110		48,047		236,641		108.4
Matthew Rabinowitz		167,000		167,000		180,263		N/A		N/A		N/A		180,263		107.9
Jonathan Sheena*		79,150		63,320		68,349		15,830		100		15,830		84,179		106.4

	Annual Refresh						Performance LTIs
NEO	Grant Value ($)(1)		Performance Based (#)(2)		Time Based (#)(3)		RSUs (#)		Options (#)
Steve Chapman		4,975,800		82,390		82,390		75,000(4)		150,000(4)
Michael Brophy		2,200,000		36,666		36,666		35,000		0
Robert Schueren		2,639,400		43,990		43,990		35,000		0
Matthew Rabinowitz		N/A		128,500		128,500		0		0
Jonathan Sheena		429,000		7,150		7,150		0		0

Executive Officer	New Base Salary			Target Cash Incentive Opportunity (as a percentage of base salary)
Steve Chapman		$	525,000		80%
Michael Brophy		$	433,400		50%
Robert Schueren		$	458,400		50%
Matthew Rabinowitz		$	333,000*		50%
Jonathan Sheena		$	203,900		40%

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Steve Chapman Chief Executive Officer and President		2020		486,732		—		5,541,484		1,749,563		296,884		8,550		8,083,213
		2019		450,752		—		3,023,986		2,496,000		218,807		11,366		6,200,911
		2018		372,927		32,089		341,315		569,963		166,861				1,483,155
Michael Brophy Chief Financial Officer		2020		409,152		—		2,507,620		—		214,161		8,412		3,139,345
		2019		354,035		—		2,605,295		415,000		157,293		10,294		3,541,917
		2018		340,000		52,515		449,014		188,015		136,469				1,166,013
Matthew Rabinowitz Executive Chairman		2020		334,002		—		—		3,297,310		180,263		—		3,811,575
		2019		334,772		—		129,789		1,887,600		162,403		—		2,514,564
		2018		500,000		110,511		469,410		4,074,476		213,110				5,367,507
Robert Schueren Chief Operating Officer*		2020		445,984		—		2,880,558		—		236,641		8,550		3,571,733
Robert Schueren Chief Operating Officer*		2019		410,782		—		2,797,388		696,150		200,178		8,240		4,112,738
Jonathan Sheena Founder, Director, and Former Chief Technology Officer**		2020		201,415		—		364,078		—		84,179		8,317		657,989
		2019		206,040		—		273,992		181,563		79,226		11,863		752,684

Name	Grant Date	Date of Board or Compensation Committee Approval(2)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Award: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date	Date of Board or Compensation Committee Approval(2)	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)							Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Steve Chapman	N/A	N/A		14,580		291,600		349,920		—		—				—			—
	3/27/2020	3/13/2020		—		—		—		—		—		82,930(4)		—			—		2,111,398
	3/27/2020	3/13/2020		—		—		—		—		82,930(5)		—		—			—		2,111,398
	3/27/2020	3/13/2020		—		—		—		37,500(6)		75,000(6)		—		—			25.46		859,313
	3/27/2020	3/13/2020		—		—		—		37,500(7)		75,000(7)		—		—			25.46		890,250
	3/27/2020	3/13/2020		—		—		—		18,750(8)		37,500(8)		—		—			—		686,344
	3/27/2020	3/13/2020		—		—		—		18,750(9)		37,500(9)		—		—			—		632,344
Michael Brophy	N/A	N/A		8,416		168,320		201,984		—		—		—		—			—
	3/27/2020	3/13/2020		—		—		—		—		—		36,666(4)		—			—		933,516
	3/27/2020	3/13/2020		—		—		—		—		36,666(5)		—		—			—		933,516
	3/27/2020	3/13/2020		—		—		—		17,500(8)		35,000(8)		—		—			—		640,588
Matthew Rabinowitz	N/A	N/A		8,350		167,000		200,400		—		—		—		—			—
	3/27/2020	3/27/2020		—		—		—		—		—		—		128,500(10)			25.46		1,648,655
	3/27/2020	3/27/2020		—		—		—		—		128,500(11)		—		—			25.46		1,648,655
Robert Schueren	N/A	N/A		8,900		178,000		213,600		—		—		—		—			—
	3/27/2020	3/13/2020		—		—		—		—		—		43,990(4)		—			—		1,119,985
	3/27/2020	3/13/2020		—		—		—		—		43,990(5)		—		—			—		1,119,985
	3/27/2020	3/13/2020		—		—		—		17,500(8)		35,000(8)		—		—			—		640,588
Jonathan Sheena	N/A	N/A		3,168		63,360		76,032		—		—		—		—			—
	3/27/2020	3/13/2020		—		—		—		—		—		7,150(4)		—	��		—		182,039
	3/27/2020	3/13/2020		—		—		—		—		7,150(5)		—		—			—		182,039

	Option Awards										Stock Awards
Name	Equity Incentive Plan Awards: Securities Underlying Unearned, Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#) Vested		Number of Securities Underlying Unexercised Options (#) Unvested		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested(1) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($)
Steve Chapman		—		4,468		6,704(2)		10.41		6/8/2027		—		—		—		—
		—		2,084		3,125(3)		10.73		7/13/2027		—		—		—		—
		—		3,052		45,788(4)		9.29		3/8/2028		—		—		—		—
		—		2,083		52,084(5)		13.01		1/10/2029		—		—		—		—
		—		4,167		56,250(6)		20.27		4/11/2029		—		—		—		—
		62,500(7)		18,750		—		13.01		1/10/2029		—		—		—		—
		37,500(8)		37,500(8)		—		25.46		3/26/2030		—		—		—		—
		37,500(9)		4,770(9)		—		25.46		3/26/2030		—		—		—		—
		—		—		—		—		—		1,118(2)		111,263		—		—
		—		—		—		—		—		11,482(4)		1,142,689		—		—
		—		—		—		—		—		28,125(5)		2,799,000		—		—
		—		—		—		—		—		29,763(6)		2,962,014		—		—
		—		—		—		—		—		82,930(10)		8,253,194		—		—
		—		—		—		—		—		—		—		31,250(7)		3,110,000
		—		—		—		—		—		—		—		18,750(8)		1,741,600
		—		—		—		—		—		—		—		18,750(9)		1,741,600
		—		—		—		—		—		—		—		82,930(11)		8,253,194
Michael Brophy		—		3,860		6,704(2)		10.41		6/8/2027		—		—		—		—
		—		—		15,105(4)		9.29		3/8/2028		—		—		—		—
		—		1,042		28,125(6)		19.68		3/21/2029		—		—		—		—
		—		—		—		—		—		1,118(2)		111,263		—		—
		—		—		—		—		—		15,105(4)		1,503,250		—		—
		—		—		—		—		—		9,696(6)		964,646		—		—
		—		—		—		—		—		36,666(10)		3,649,000		—		—
		—		—		—		—		—		—		—		25,000(7)		2,526,750
		—		—		—		—		—		—		—		17,500(8)		1,741,600
		—		—		—		—		—		—		—		36,666(11)		3,649,000
		—		—		—		—		—		—		—		14,706(12)		495,445
Matthew Rabinowitz		—		630,036		—		2.6569		2/24/2024		—		—		—		—
		—		613,496		—		5.3953		12/9/2024		—		—		—		—
		—		300,000		—		9.59		4/7/2026		—		—		—		—
		—		196,875		28,125(13)		10.41		6/8/2027		—		—		—		—
		—		200,000		—		10.41		6/8/2027		—		—		—		—
		—		123,626		56,194(4)		9.29		3/8/2028		—		—		—		—
		—		13,453		6,727(14)		10.29		4/12/2028		—		—		—		—
		—		600,000		—		13.04		12/27/2028		—		—		—		—
		—		96,250		123,750(6)		20.27		4/11/2029		—		—		—		—
		—		—		128,500(10)		25.46		3/26/2030		—		—		—		—

Name	Cash Severance (Salary) ($)		Cash Severance (Incentive Compensation) ($)		COBRA Benefit ($)(1)		Equity Acceleration ($)(2)		Total ($)
Steve Chapman
Involuntary Termination(3)		486,000		—		27,688		38,624,217		39,137,905
Change in Control Termination(4)		729,000		291,600		41,532		29,238,073		30,300,205
Change in Control Acceleration(5)		—		—		—		26,056,569		26,056,569
Michael Brophy
Involuntary Termination(3)		210,400		—		27,688		13,217,047		13,455,135
Change in Control Termination(4)		420,800		—		27,688		10,433,977		10,882,465
Change in Control Acceleration(5)		—		—		—		9,342,141		9,342,141
Matthew Rabinowitz
Involuntary Termination(3)		333,000		—		17,229		22,876,167		23,226,396
Change in Control Termination(4)		499,500		—		25,844		42,591,492		43,116,836
Change in Control Acceleration(5)		—		—		—		21,295,746		21,295,746
Robert Schueren
Involuntary Termination(3)		222,500		—		19,133		13,264,313		13,505,946
Change in Control Termination(4)		445,000		—		19,133		13,691,542		14,155,675
Change in Control Acceleration(5)		—		—		—		8,607,485		8,607,485
Jonathan Sheena
Involuntary Termination(3)		99,000		—		19,133		4,175,568		4,293,701
Change in Control Termination(4)		198,000		—		19,133		5,696,183		5,913,316
Change in Control Acceleration(5)		—		—		—		3,489,996		3,489,996

	Shares Beneficially Owned
Name of Beneficial Owner	Shares		Percent of Class
Named Executive Officers and Directors:
Roy Baynes(1)		31,270		*
Monica Bertagnolli		0		*
Roelof F. Botha(2)		1,195,047		1.37
Michael Brophy(3)		97,773		*
Rowan Chapman		2,000		*
Steve Chapman(4)		111,796		*
Todd Cozzens(5)		94,168		*
James I. Healy(6)		3,163,345		3.63
Gail Marcus(7)		38,588		*
Matthew Rabinowitz(8)		4,102,288		4.56
Herm Rosenman(9)		245,090		*
Robert Schueren(10)		80,376		*
Jonathan Sheena(11)		684,795		*
All Executive Officers and Directors as a Group (13 persons)		9,846,536		10.86
5% Stockholders:
The Vanguard Group, Inc.(12)		7,175,146		8.24
BlackRock, Inc.(13)		6,237,294		7.17
Alger Associates(14)		6,217,680		7.14

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2)
Equity compensation plans approved by stockholders		10,857,261		$	11.1933		16,173,150(3)
Equity compensation plans not approved by stockholders		—			—		—
Total		10,857,261		$	11.1933		16,173,150