NATERA INC (NTRA)
Sector: Health Care
2025 Annual Meeting Analysis
NATERA INC · Meeting: June 12, 2025
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Dr. Baynes has served since 2018 and brings deep oncology and biopharmaceutical expertise; Natera's 3-year stock return of +277.6% outperforms the peer group median by +304.0 percentage points, far exceeding the 65-point threshold required to trigger a vote against, and no other negative flags apply.
Dr. Marcus has served since 2017, holds relevant diagnostics, healthcare management, and financial expertise, meets audit committee financial expert standards, and Natera's strong stock outperformance versus peers means the TSR trigger does not apply.
Ms. Williams-Brinkley joined in March 2023, bringing extensive healthcare executive experience; she has been on the board for approximately two years and Natera's exceptional TSR outperformance versus peers means the TSR trigger does not apply.
All three Class I director nominees — Roy Baynes, Gail Marcus, and Ruth Williams-Brinkley — pass all policy screens. Natera's 3-year stock return of +277.6% outperforms the disclosed compensation peer group median by +304 percentage points, vastly exceeding the 65-point underperformance threshold needed to trigger a vote against any director. No overboarding, attendance, independence, or familial-relationship concerns are present among the nominees.
Say on Pay
✓ FORCEO
Steven Chapman
Total Comp
$13,032,674
Prior Support
94.5%%
The CEO's total compensation of approximately $13 million is reasonable for a diagnostics company with a $29 billion market cap that grew revenue 57% in 2024 and achieved cash flow breakeven, and base salary was deliberately kept below the peer median at the 50th percentile. Pay structure is strong: 94% of CEO compensation is variable and at-risk, with 50% explicitly performance-based through multi-year cumulative revenue targets for equity awards and rigorous financial metrics for the annual cash bonus — all of which were earned through genuine outperformance of pre-set targets. The company has a meaningful clawback policy, received 94.5% shareholder support in the prior year, and no policy thresholds for individual or aggregate pay levels, pay mix, or pay-for-performance alignment are triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
14 yrs
Audit Fees
$3,251,000
Non-Audit Fees
$0
Ernst & Young LLP has audited Natera since 2011 (approximately 14 years), well below the 25-year tenure threshold; non-audit fees were zero in 2024, so the non-audit fee ratio is 0%, far below the 50% concern threshold; EY is a Big 4 firm appropriate for a $29 billion market-cap company; and no material restatements are disclosed.
Overall Assessment
Natera's 2025 annual meeting ballot is straightforward and presents no material governance concerns. The company's exceptional 3-year stock return of +277.6% — outperforming its disclosed peer group median by over 300 percentage points — means all director nominees pass the TSR test by a wide margin, the pay-for-performance alignment on Say on Pay is clearly supported by outstanding business results, and the auditor relationship is clean with zero non-audit fees and a tenure well below the concern threshold.
Compensation Peer Group
21 companies disclosed in 2025 proxy filing