NATERA INC (NTRA)
Sector: Health Care
2026 Annual Meeting Analysis
NATERA INC · Meeting: June 11, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2019 with relevant healthcare and biotech investment experience; NTRA's 3-year return of +278.6% outperforms the peer group median by +275.1pp, far exceeding the 65pp threshold needed to trigger any concern, and no overboarding, attendance, or independence issues are present.
Director since 2017 with strong financial expertise as former CFO of Natera and Gen-Probe, serves as audit committee chair and financial expert; stock performance is outstanding and no overboarding, attendance, or independence issues apply.
Co-founder and director since 2007 with deep technology and company-specific expertise as former Chief Technology Officer; NTRA's exceptional 3-year TSR eliminates any performance-based concern, and no other policy triggers apply.
Appointed March 2026, so he has been on the board for less than 24 months and is fully exempt from the TSR trigger; he brings over 35 years of oncology drug development experience directly relevant to Natera's core business.
All four nominees receive a FOR vote. Natera's 3-year stock return of +278.6% outperforms the peer group median by +275.1 percentage points, massively exceeding the 65pp threshold required to trigger any performance-based concern. No overboarding, attendance failures, independence issues, or familial relationship flags apply to any nominee. Eric Rubin is additionally exempt from TSR scrutiny as a newly appointed director.
Say on Pay
✓ FORCEO
Steven Chapman
Total Comp
$14,957,319
Prior Support
95.8%%
The pay program is strongly structured: 94% of the CEO's total compensation is variable and at-risk, with 50% tied to performance-based stock awards using a rigorous 3-year cumulative revenue goal, and base salary is deliberately positioned at the 30th percentile of peers — well below market. The company delivered outstanding results in 2025, including 36% revenue growth, improved gross margins, and positive cash flow for the first time, and the 3-year stock return of +278.6% dramatically outperforms peers, confirming that above-target incentive payouts (131% of target bonus) were genuinely earned. The prior Say-on-Pay vote received 95.8% support, the company maintains a meaningful clawback policy, prohibits hedging and pledging, and engages an independent compensation consultant — all best practices that support a FOR vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
15 yrs
Audit Fees
$3,507,500
Non-Audit Fees
$0
Ernst & Young has audited Natera since 2011 (approximately 15 years), which is well below the 25-year threshold that would raise concern; all fees paid in 2025 were core audit fees with zero non-audit, tax, or other fees, meaning the independence ratio is 0% — far below the 50% trigger; EY is a Big 4 firm appropriate for a $28.5B market cap company.
Overall Assessment
This is a clean ballot with no significant governance concerns. Natera has delivered exceptional shareholder returns over three years (+278.6%), operates a well-structured pay-for-performance compensation program with 95.8% prior-year Say-on-Pay support, retains a Big 4 auditor at reasonable fees with no non-audit spending, and nominates directors with relevant experience and no overboarding or attendance issues. All evaluated proposals receive FOR votes under this policy.
Compensation Peer Group
39 companies disclosed in 2026 proxy filing