DEF 14A of Natera, Inc., Apr 24, 2025

DEF 14A of Natera, Inc.

Filed Apr 24, 2025 · FY20240001558370-25-005445

Open on EDGAR

  1. Environmental Impact Statement

    | Meetings of the Board of Directors | 32 | | Executive Sessions | 33 | | Board Oversight of Risk | 33 | | Director Compensation | 33 | | Stockholder Communications with the Board of Directors | 36 | | Corporate Responsibility and Sustainability | 36 |

  2. Our Board of Directors

    Our Board of Directors The following is an overview of our Board of Directors as of April 1, 2025. Our Class I directors other than Mr. Healy are each standing for re-election at our 2025 Annual Meeting. Additional information about each director can be found starting on page 8 of this proxy.

  3. Our Board of Directors

    | Name | Class | Age | Director Since | Independent | Committee Membership | | | Other Public Company Boards | | | | | | | AC | HCC | NCGCC | | | Roy Baynes Director | I | 70 | 2018 | | | | M | 3 | | Monica Bertagnolli Director | III | 66 | 2025 | | | | M | - | | Roelof F. Botha Lead Independent Director | III | 51 | 2007 | | | | M | 3 | | Rowan Chapman Director | II | 54 | 2019 | | M | C | | - | | Steven Chapman Chief Executive Officer and Director | III | 46 | 2019 | | | | | - | | James I. Healy** Director | I | 60 | 2014 | | M | M | | 4 | | Gail Marcus Director | I | 68 | 2017 | | M* | | C | - | | Matthew Rabinowitz Co-Founder and Executive Chairman of the Board | III | 52 | 2005 | | | | | - | | Herm Rosenman Director | II | 77 | 2017 | | C* | M | | 1 | | Jonathan Sheena Co-Founder and Director | II | 52 | 2007 | | | | | - | | Ruth Williams-Brinkley Director | I | 73 | 2023 | | | M | | 1 |

  4. Our Board of Directors

    | AC Audit Committee | HCC Human Capital Committee | NCGCC Nominating, Corporate Governance and Compliance Committee | | M Committee Member | C Committee Chair | | | * Audit committee financial expert ** Mr. Healy will cease to serve as a director following the Annual Meeting | | |

  5. Information Regarding the Nominees and Other Directors

    Information Regarding the Nominees and Other Directors

  6. Nominees for Class I Directors With Terms Expiring in 2028

    Nominees for Class I Directors With Terms Expiring in 2028

  7. Nominees for Class I Directors With Terms Expiring in 2028

    | 67 Since: 2018 | | | Dr. Baynes has served as a member of our board of directors since July 2018. Since July 2022, Dr. Baynes has served as executive vice president and chief medical officer of Eikon Therapeutics, Inc., a privately-held biotechnology company. Previously, Dr. Baynes served as senior vice president and head of global clinical development at Merck Research Laboratories, the research division of Merck and Co., Inc., beginning in 2013, and as chief medical officer of Merck and Co, Inc., a global healthcare company, beginning in 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 2012 to 2013 and the vice president global development and therapeutic area head hematology oncology at Amgen Inc., a biopharmaceutical company, from 2002 to 2012. Before 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 Travere Therapeutics Inc. (formerly known as Retrophin, Inc.), a biopharmaceutical company, since July 2016, of Aardvark Therapeutics, Inc., a biopharmaceutical company, since December 2024, and of Nurix Therapeutics, Inc., a biopharmaceutical company, since February 2025, and previously served as a director of Atara Biotherapeutics, Inc., a biopharmaceutical company, from September 2018 until December 2022. Dr. Baynes also serves as a director of two privately held biotechnology companies. 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 in the clinical development of oncology and other therapeutic products. Dr. Baynes currently serves on our nominating, corporate governance and compliance committee. | Roy Baynes, M.D., Ph.D. Director Age: 70 Director Since: 2018 Committees: Nominating, Corporate Governance and Compliance |

  8. Nominees for Class I Directors With Terms Expiring in 2028

    | 65 Since: 2011 |

  9. Nominees for Class I Directors With Terms Expiring in 2028

    | | Chief Executive Officer 43 Since: 2014 | | 65 Since: 2011 | | | Gail Marcus, D.H.A. Director Age: 68 Director Since: 2017 Committees: Nominating, Corporate Governance and Compliance (chair) Audit | Dr. Marcus 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 a number of private companies and non-profit organizations. She previously served on the board of directors of Triple S Management Corp., an insurance holding company, from 2017 to 2022, and served on the Centers for Medicare & Medicaid Services Advisory Panel on Clinical Diagnostic Laboratory Tests from 2015 to 2019. Dr. Marcus also serves on the board of directors of several private biotechnology companies. Dr. Marcus holds a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. 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, corporate governance and compliance committee and also serves on our audit committee. |

  10. Nominees for Class I Directors With Terms Expiring in 2028

    | 67 Since: 2018 | | | Ms. Williams-Brinkley joined our board of directors in March 2023. In January 2024, she formed RWB Advisory Services to focus on consulting and advisory services to healthcare organzations. Until January 2024, Ms. Williams-Brinkley served as president of Kaiser Foundation Health Plan of the Mid-Atlantic States, where she oversaw Kaiser Permanente’s care delivery and health plan operations in Washington, D.C., suburban Maryland, Baltimore, and Northern Virginia. Ms. Williams-Brinkley previously served as president of Kaiser Foundation Health Plan and Hospitals of the Northwest from November 2017 to June 2020. Prior to joining Kaiser Permanente, Ms. Williams-Brinkley served as president and chief executive officer of KentuckyOne Health, an affiliate of CommonSpirit Health and Kentucky’s largest integrated health system, from 2011 to 2017; as president and chief executive officer of Carondelet Health Network in Tucson, Arizona, an affiliate of Ascension Health, from 2008 to 2011; as president and chief executive officer of Memorial Health Care System in Chattanooga, Tennessee, an affiliate of CommonSpirit Health, from 2002 to 2008; and as corporate system vice president at CommonSpirit Health from 1998 to 2002. Ms. Williams-Brinkley has served on the board of directors of Travere Therapeutics, Inc., a biopharmaceutical company, since September 2021, and also currently serves on the board of directors of University of Phoenix and a number of not for profit organizations. Previously, she served as a member of the Board of Directors of Results Physiotherapy, a private care delivery company until it was acquired by Upstream Rehabilitation in 2021, and Chattem, Inc. until it was acquired by Sanofi in 2009. Earlier in her career, Ms. Williams-Brinkley held various nursing staff and management roles of increasing responsibility. Ms. Williams-Brinkley holds a Bachelor of Science and a Master of Science in nursing from De Paul University. Our board of directors believes that Ms. Williams-Brinkley is qualified to serve as a director based on her knowledge and extensive professional experience as a healthcare executive. Ms. Williams-Brinkley serves on our human capital committee. | Ruth Williams-Brinkley Director Age: 73 Director Since: 2023 Committees: Human Capital |

  11. Incumbent Class III Directors With Terms Expiring in 2027

    Incumbent Class III Directors With Terms Expiring in 2027

  12. Incumbent Class III Directors With Terms Expiring in 2027

    | | Chief Executive Officer 43 Since: 2014 | | 65 Since: 2011 | | | Monica Bertagnolli Director Age: 66 Director Since: 2025 Committees: Nominating, Corporate Governance and Compliance | Dr. Bertagnolli previously served on our board of directors from November 2020 to August 2022, when she resigned due to her appointment as Director of the National Cancer Institute (NCI). Dr. Bertagnolli rejoined our board of directors in March 2025. Dr. Bertagnolli served as Director of the NCI from October 2022 toNovember 2023, and as the Director of the National Institutes of Health fromNovember 2023 to January 2025. Prior to that, from 1999-2022 Dr. Bertagnolli held various roles at Harvard Medical School, including professor of surgery in the field of surgical oncology. During this time Dr. Bertagnolli was also an associate surgeon in the Surgical Oncology division at Brigham and Women’s Hospital and Dana-Farber Cancer Institute; she was previously, from 2007-2018, chief of the Surgical Oncology division at Brigham and Women’s Hospital and Dana-Farber/Brigham and Women’s Cancer Center. Dr. Bertagnolli currently serves on the board of directors of Friends of Cancer Research, and on the scientific advisory board of a private biopharmaceutical company. Dr. Bertagnolli previously served, among others, as chair of the board of directors of the American Society of Clinical Oncology (ASCO) from 2020-2021; as group chair and president of the Alliance for Clinical Trials in Oncology Foundation from 2011-2022; and as chief executive officer of Alliance Foundation Trials, LLC from 2014-2022. Dr. Bertagnolli also served, among others, on the board of directors of the American Cancer Society from 2020-2022; Prevent Cancer Foundation from 2018-2022; and on numerous committees and advisory boards. Dr. Bertagnolli holds a BSE in Biochemical Engineering from Princeton University, an M.D. from the University of Utah School of Medicine, and an M.A. in the Science of Medicine from Harvard University. Our board of directors believes that Ms. Bertagnolli is qualified to serve as a director based on her career as a leading oncology researcher and her extensive clinical experience in oncology. Ms. Bertagnolli serves on our nominating, corporate governance and compliance committee. |

  13. Incumbent Class III Directors With Terms Expiring in 2027

    | 48 Since: 2007 | | | Roelof Botha | 66 Since: 2017 | | Mr. Botha 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 Block, Inc. (formerly Square, Inc.), a provider of payments, financial and marketing services; MongoDB, Inc., a document-oriented database program developer; Unity, Inc., a 3D and VR content development platform; and a number of private companies. Mr. Botha has previously served on the board of directors of 23andme, a personal genetics company, from September 2017 through September 2024; Bird Global, a last-mile electric vehicle sharing company, from May 2018 through December 2022; and Eventbrite, Inc., an event management and ticketing platform, from October 2009 through June 2022. 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, investment, and managerial experience, his service on other public and private company boards of directors and his familiarity with life sciences and technology companies. Mr. Botha is our Lead Independent Director and currently serves on our nominating, corporate governance and compliance committee. | Roelof Botha Lead Independent Director Age: 51 Director Since: 2007 Committees: Nominating, Corporate Governance and Compliance |

  14. Incumbent Class III Directors With Terms Expiring in 2027

    | Chief Executive Officer & President 44 Since: 2019 | | | Steven Chapman Director Chief Executive Officer & President Age: 46 Director Since: 2019 | Mr. Chapman has served as a member of our board of directors and as our Chief Executive Officer since January 2019. Before his appointment as CEO, Mr. Chapman held a number of other leadership positions at our company, including Chief Operating Officer. Prior to joining our company in 2010, Mr. Chapman worked at Genzyme Genetics Corp., a biotechnology company. He began his career as a researcher in the department of human genetics at the University of California Los Angeles (UCLA). Mr. Chapman serves on the board of directors for the American Clinical Laboratories Association. In 2024, he was named one of the top healthcare technology CEOs by Healthcare Technology Report, as well as BioTechnology Innovator of the Year by BioTech Breakthrough. Mr. Chapman has also co-authored scientific papers in the areas of reproductive health and organ health. Mr. Chapman holds a Bachelor of Science in Microbiology, Immunology and Molecular Genetics from UCLA. 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. |

  15. Incumbent Class III Directors With Terms Expiring in 2027

    | | Chief Executive Officer 43 Since: 2014 | | Dr. Rabinowitz 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 has 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 authored 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 companies he founded have twice received the Technology Pioneer Award from the World Economic Forum and thrice received Edison Awards in the United States. In 2024, Dr. Rabinowitz was named R&D Leader of the Year by R&D World. 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 in-depth knowledge of our technologies and their potential in new applications, his private company board experience, and his experience in the life sciences and technology industries. | Matthew Rabinowitz, Ph.D Executive Chairman Co-Founder Age: 52 Director Since: 2005 |

  16. Incumbent Class II Directors With Terms Expiring in 2026

    Incumbent Class II Directors With Terms Expiring in 2026

  17. Incumbent Class II Directors With Terms Expiring in 2026

    | 51 Since: 2019 | | | Rowan Chapman, Ph.D. Director Age: 54 Director Since: 2019 Committees: Human Capital (chair) Audit | Dr. Chapman joined our board of directors in August 2019. Dr. Chapman is a co-founder of and advisor to Initiate Studios, a life sciences incubator, and BEVC, an early-stage investment fund, and is an adjunct lecturer in the department of bioengineering at Stanford University. She also served as chief business officer of Dynamics Special Purpose Corporation from March 2021 to June 2022. Prior to this, she served as head of Johnson & Johnson Innovation, Western North America, Australia and New Zealand from January 2017 to August 2019. Previously, 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 a venture capital fund as well as a number of private companies. Dr. Chapman is NACD (National Association of Corporate Directors) Directorship Certified®. 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 as the chair of our human capital committee and as a member of our audit committee. |

  18. Incumbent Class II Directors With Terms Expiring in 2026

    | | Chief Financial Officer 74 Since: 2017 | | Mr. Rosenman 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 DermTech, a molecular dermatology company, since 2017. Mr. Rosenman also previously served on the board of directors of Oxford Immunotec Global PLC, a commercial-stage diagnostics company, from 2017 to 2021, when the company was acquired by PerkinElmer; Vivus, Inc., a biopharmaceutical company, from 2013 to 2021; as well as 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 currently serves as the chair of our audit committee and also serves on our human capital committee. | Herm Rosenman Director Age: 77 Director Since: 2017 Committees: Audit (chair) Compensation |

  19. Incumbent Class II Directors With Terms Expiring in 2026

    | Jonathan Sheena Director Co-Founder Age: 52 Director Since: 2007 | Mr. Sheena is a co-founder of our company, and served as our Chief Technology Officer from 2007 to December 2020. Mr. Sheena has served as a member of our board of directors since 2007. 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 in-depth knowledge of our technologies, his experience with entrepreneurial companies, and his particular familiarity with technology companies. |

  20. Incumbent Class II Directors With Terms Expiring in 2026

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

  21. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees When considering potential candidates for membership on our board of directors, our nominating, corporate governance and compliance committee considers relevant business and other experience, including the number of additional private and public companies on which such nominee serves, and demonstrated character and judgment, as described in our Policies and Procedures for Director Candidates, which are posted in the Investor Relations—Governance Documents section of our website at http://investor.natera.com. In addition, our nominating, corporate governance and compliance committee considers the current composition of the board of directors in its evaluation of candidates for membership. Our board of directors believes that factors such as range and diversity of expertise, perspective in areas relevant to our business, character, judgment, 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. Our nominating, corporate governance and compliance 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, corporate governance and compliance committee also considers any comments submitted by our stockholders regarding the service of such nominee. The nominating, corporate governance and compliance committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in our amended and restated 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—Stockholder Recommendations for Nominations to the Board of Directors.” There are no differences in the manner in which our nominating, corporate governance and compliance 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, corporate governance and compliance committee and our board of directors. Our nominating, corporate governance and compliance committee has not received any stockholder nominations in connection with the Annual Meeting.

  22. Director Compensation

    Director Compensation Our board of directors approves the form and amount of director compensation. Our human capital committee retains the services of 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 human capital committee or executive officer recommendations. Pursuant to our non-employee director compensation program, our non-employee directors are entitled to receive an initial equity award upon joining our board of directors, and annual equity awards thereafter. Pursuant to such compensation program, during the year ended December 31, 2024, non-employee directors were each entitled to an annual equity award valued at $325,000, 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. Additionally, pursuant to such compensation program, any new non-employee directors are entitled to receive an initial equity award valued at $425,000, 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. The initial and annual equity awards are granted to our non-employee directors in the form of restricted stock units (RSUs) pursuant to our Equity Plan, with the number of RSUs covered by an award determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. Each initial and annual 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. In addition, the lead independent director and the chair of each committee are entitled to receive, in addition to their annual cash retainers, an annual equity retainer valued at $45,000, reflecting the significantly higher workload and time commitment of these directors. Each such annual equity retainer is granted after completion of the first quarter of each year in the form of RSUs, with the number of RSUs determined based upon the average closing price per share of our common stock in the 30 calendaar days prior to the date of grant. Such annual equity retainer is vested as to 1/4th of the RSUs upon grant, with the remainder vesting in equal quarterly installments over nine months of continuous service as a member of our board of directors thereafter. In addition, during the year ended December 31, 2024, each non-employee director was entitled to receive compensation for his or her service on our board of directors and committees thereof consisting of annual cash retainers as set forth in the following table.

  23. Director Compensation

    | Position | Retainer ($) | | Board Member | 55,000 | | Lead Independent Director | 40,000 | | Audit Committee Chair | 25,000 | | Human Capital Committee Chair | 20,000 | | Nominating, Corporate Governance and Compliance Committee Chair | 15,000 | | Audit Committee Member | 12,500 | | Human Capital Committee Member | 10,000 | | Nominating, Corporate Governance and Compliance Committee Member | 7,500 | | Audit Committee Observer | 7,500 |

  24. Director Compensation

    Under our non-employee director compensation program, during the year ended December 31, 2024, each non-employee director could elect to receive all or a portion of his or her annual cash retainer(s) in the form of fully vested RSUs covering shares of our common stock. Such RSUs were granted by our human capital 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. The number of shares subject to such RSUs were computed based on the average closing price per share of the Company’s Common Stock in the 30 days prior to the grant date. For 2024, each of Drs. Baynes and Healy and Messrs. Botha and Rosenman received RSUs in lieu of their respective cash retainers. Drs. Chapman and Marcus and Ms. Williams-Brinkley elected to receive their respective retainers entirely in cash. Pursuant to a January 2025 amendment to our non-employee director compensation program, effective beginning in 2025, the value of each non-employee director’s annual equity award has been increased to $355,000, and the annual cash retainer for board member service was increased from $55,000 to $60,000. Our human capital committee views such increases to be reasonable and appropriate given the overall increase in director responsibilities and time commitment as our company has continued to mature and our business has expanded and grown in complexity. Under the Equity Plan, the aggregate grant date fair value of awards granted to a non-employee director, together with the value of any cash compensation paid to such non-employee director, may not exceed $900,000 in any one fiscal year of the Company, except that the limitation in the fiscal year in which such non-employee director is initially appointed or elected to our board of directors may not exceed $1,250,000. 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, 2024 of each 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, 2024. 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, 2024.

  25. Director Compensation

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Roy Baynes | 61,040 | 320,972 | 382,012 | | Roelof Botha | 100,108 | 365,702 | 465,810 | | Rowan Chapman | 87,500 | 365,702 | 453,202 | | James Healy | 75,594 | 320,972 | 396,565 | | Gail Marcus | 82,500 | 365,702 | 448,202 | | Herm Rosenman | 87,991 | 365,702 | 453,692 | | Ruth Williams-Brinkley | 65,000 | 320,972 | 385,972 |

  26. Director Compensation

    | (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 2024 as described above. Drs. Chapman and Marcus and Ms. Williams-Brinkley did not elect to receive equity in lieu of any portion of their respective cash retainers; Drs. Baynes and Healy and Messrs. Botha and Rosenman received fully vested RSUs in lieu of all of their respective cash retainers. The following table summarizes the number of fully-vested RSUs granted to our non-employee directors in lieu of cash retainers for our fiscal year 2024 and includes the grant date fair value (computed in accordance with FASB ASC Topic 718) of each such award. |

  27. Director Compensation

    | | Date of | Type of | Number of Shares | Grant Date Fair Value | | Name | Grant | Award | Subject to Award | of Award ($) | | Roy Baynes | 4/26/2024 | RSUs | 169 | 15,491 | | | 7/26/2024 | RSUs | 143 | 14,682 | | | 10/25/2024 | RSUs | 124 | 14,591 | | | 1/31/2025 | RSUs | 92 | 16,277 | | Roelof Botha | 4/26/2024 | RSUs | 278 | 25,481 | | | 7/26/2024 | RSUs | 234 | 24,025 | | | 10/25/2024 | RSUs | 203 | 23,887 | | | 1/31/2025 | RSUs | 151 | 26,715 | | Rowan Chapman | - | - | - | - | | James Healy | 4/26/2024 | RSUs | 210 | 19,249 | | | 7/26/2024 | RSUs | 177 | 18,173 | | | 10/25/2024 | RSUs | 153 | 18,004 | | | 1/31/2025 | RSUs | 114 | 20,169 | | Gail Marcus | - | - | - | - | | Herm Rosenman | 4/26/2024 | RSUs | 244 | 22,365 | | | 7/26/2024 | RSUs | 206 | 21,150 | | | 10/25/2024 | RSUs | 178 | 20,945 | | | 1/31/2025 | RSUs | 133 | 23,530 | | Ruth Williams-Brinkley | - | - | - | - |

  28. Director Compensation

    | (2) The amounts in this column include the aggregate grant date fair value of stock awards granted during the year ended December 31, 2024, computed in accordance with FASB ASC Topic 718 (other than with respect to those stock awards described under footnote (1) above). See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 28, 2025, for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards. |

  29. Director Compensation

    | (3) As of December 31, 2024, our non-employee directors held the following numbers of outstanding RSUs and options to purchase shares of our common stock: |

  30. Director Compensation

    | Name | RSUs | Options | | Roy Baynes | 2,964 | 19,649 | | Roelof Botha | 3,086 | 14,778 | | Rowan Chapman | 3,086 | 25,035 | | James Healy | 2,964 | 52,818 | | Gail Marcus | 3,086 | 40,586 | | Herm Rosenman | 3,086 | 69,348 | | Ruth Williams-Brinkley | 2,964 | 11,830 |

  31. I.Executive Summary

    2024 Say-on-Pay Vote At the 2024 annual meeting of stockholders, our stockholders approved the compensation of our NEOs on an advisory basis, with approximately 94.5% of the votes cast “For” such approval. Our human capital committee viewed the approval by stockholders of the executive compensation program at such a strong level as evidence that a substantial majority of stockholders are aligned with our executive compensation program. Nevertheless, our human capital committee sought to further improve upon the design of our compensation program in 2024, for example by transitioning to a full three-year measurement period for the 2024 long-term incentive awards. Our management also continues to engage regularly in dialogue with our stockholders, as they feel that direct stockholder engagement is a critical process for receiving and understanding feedback on subjects that matter most to them. 2024 Target Pay Mix For our NEOs, the 2024 target pay mix reflects the human capital committee’s executive compensation philosophy (as discussed below) by emphasizing both short- and long-term incentives and objectives. The human capital committee allocated the compensation of our NEOs among base salary, target annual cash incentives, and long-term equity incentives in the form of both performance-based RSUs (PSUs) and time-based RSUs. The values and allocations were determined by the human capital committee with reference to the allocations among such elements at our compensation peer group companies, taking into consideration our philosophy of emphasizing long-term incentives over cash compensation.

  32. I.Executive Summary

    Our human capital committee set challenging threshold and target revenue goals of $1,103.47 million and $1,298.2 million, respectively, the latter of which represented year-over-year growth of approximately 20% over our 2023 performance. The product gross margin threshold and target goals were set at 41.0% and 51.3%, respectively. The operating cash flow threshold and target goals were set at $(126.1) million and $(100.9) million, respectively. All three goals were designed to require substantial effort, taking into account the extensive investments, operating goals, and strategic priorities planned for the year. Our human capital 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. The intent of each of the minimum threshold goals was to help motivate performance for what were considered challenging goals, and to reward efforts that may have resulted in substantial, though not complete, achievement of the target metrics. As described above, we grew total revenue in 2024 by 56.7% to $1,696.9 million. This was driven primarily by a 57.7% increase in product revenues, attributable to an increase in both volumes and average selling price during the year. Our gross margins also increased to 60.3%. Our operating cash flow improved significantly to be positive at $135.7 million. Our achievement on each of these performance metrics in 2024 exceeded the pre-established targets for such measures. Based on these financial results, the human capital committee determined that the overall weighted Company financial achievement relative to the goals was 119.1% of target, as further discussed in the section below titled “Annual Cash Incentive Plan”. 2024 Long-Term Incentives. In 2024, the long-term incentive equity awards granted to our NEOs were allocated equally (50%/50%) between performance-based and time-based awards. The long-term incentive awards granted to our NEOs in 2024 were in the form of PSUs and time-based RSUs. After granting long-term incentive equity awards in 2023 that reflected a transition towards a three-year measurement period, the PSUs granted in 2024 were based entirely on three-year cumulative revenue. The human capital committee believes that having a longer measurement period motivates performance over the long term to drive top line growth. Each performance-based award requires the achievement of a cumulative three-year revenue target designed to be achievable, with substantial effort, within the measurement period; and the time-based awards vest incrementally over four years, consistent with our standard vesting schedule, subject to continued service. Our human capital 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. Our human capital committee did not award any special or one-time equity grants to our NEOs in 2024.

  33. II. Compensation Philosophy and Objectives

    II. Compensation Philosophy and Objectives The primary objectives of our executive compensation program are to: Reward the achievement of specified performance goals (pay for performance): Our human capital 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 that also facilitate executive retention: Our human capital 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, such as revenue growth. Our human capital 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. Our human capital committee references the amounts and structures of compensation received by executive officers of the companies in our compensation peer group and in industry surveys in connection with recruiting our executive officers and determining competitive pay levels. Compensation Program Governance Our human capital 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:

  34. III. Compensation Determination Process

    III. Compensation Determination Process Role of the Human Capital Committee Pursuant to its charter, our human capital 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 human capital committee reviews annually and determines the appropriate compensation levels for our CEO and Executive Chairman 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 human capital 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 employee population at large. Our human capital 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 directors and executive officers) within established and specified guidelines and limitations. Finally, our human capital 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. Our human capital 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. Role of the Independent Compensation Consultant Our human capital 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. Our human capital committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (Aon), as its independent compensation consultant for 2024 compensation decisions. Aon reports directly to our human capital committee, and our human capital committee has the sole authority to retain, terminate and obtain the advice of Aon at our expense. For 2024, Aon reviewed and advised on all principal aspects of our executive and non-executive compensation programs, including:

  35. III. Compensation Determination Process

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

  36. III. Compensation Determination Process

    | ● | 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 our equity strategy covering type of equity, dilution, and grant levels; |

  37. III. Compensation Determination Process

    When making decisions about our executive compensation program, while our human capital committee takes into consideration the review and recommendations of Aon, ultimately our human capital committee makes its own independent decisions in determining our executives’ compensation. Pursuant to SEC and Nasdaq rules, our human capital committee assessed the independence of Aon. Our human capital committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence in doing so. Our human capital committee also considered the nature and amount of work performed for it and the fees paid for those services in relation to the firm’s total revenues. Our human capital committee concluded that 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 executive compensation decisions. When making decisions about structure and component mix in designing our executive compensation program, our human capital 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 Aon, our human capital committee developed a compensation peer group using the following criteria: life sciences industry in major technology / biotechnology geographical hubs, with an emphasis on companies in the genetic testing / bioinformatics space, with revenues of $400 million to $3.5 billion and market capitalization of $1.8 billion and $16.3 billion, in an effort to maximize the appropriateness and thus usefulness of the compensation peer group. Our human capital committee removed companies in the existing compensation peer group that no longer met the criteria, and added companies that were aligned with the criteria. Specifically, the committee removed Abiomed (acquired), CareDX, Glaukos, Nevro, Penumbra, and Veracyte, which no longer met the criteria, and added BioMarin, Sarepta and United Therapeutics. Based on these criteria and considerations, the human capital committee approved a peer group for decisions relating to 2024 executive compensation that consisted of the following companies:

  38. III. Compensation Determination Process

    | | Market Cap | Revenue | | Peer Company Statistics (At the Time of Approval) | ($mm) | ($mm)(1) | | 25th percentile | $3,957.6 | $529.8 | | Median | $5,864.0 | $818.7 | | 75th percentile | $9,661.6 | $1,714.3 | | Natera, Inc. | $5,438.3 | $931.0 | | Natera’s Percentile Rank vs. Peers | 42nd %ile | 54th %ile |

  39. IV. Compensation Program Components

    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, performance and the competitive market for the position, and are individually determined according to each executive officer’s areas of responsibility, role and experience. From time to time, our human capital committee 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 our compensation peer group or the broader competitive market, change of role or responsibilities, recognition for achievements and performance, or market trends. Our human capital 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. As further discussed under “Executive Summary—Key Aspects of the 2024 Executive Compensation Program—Base Salaries” above, our CEO’s base salary was increased in 2024 to align with the median of our compensation peer group as well as to recognize his efforts during the year, and Mr. Brophy’s base salary was increased to recognize his efforts that contributed to the Company’s strong performance and to reflect a cost of living increase. Our other NEOs, other than our Executive Chairman (whose salary is set in his employment agreement, as most recently amended in 2024), received increases generally consistent with our overall employee population, and which recognized their efforts that contributed to our strong performance. The following were the annual base salaries of our NEOs for 2024, including a comparison to their 2023 base salaries.

  40. IV. Compensation Program Components

    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 our CEO and Executive Chairman, individual performance. The following were the target bonus opportunities of our NEOs in 2024, as a percentage of their respective 2024 base salaries, as well as the relative weighting of company and individual performance for purposes of calculating their annual cash incentive payout.

  41. IV. Compensation Program Components

    | | Target Incentive Bonus | Company Performance | Individual Performance | | NEO | (% of Base Salary) | (%) | (%) | | Steven Chapman | 100 | 100 | — | | Michael Brophy | 50 | 80 | 20 | | John Fesko | 50 | 80 | 20 | | Solomon Moshkevich | 50 | 80 | 20 | | Matthew Rabinowitz | 85 | 100 | — |

  42. IV. Compensation Program Components

    In setting the performance metric levels, our human capital committee chose target goals that it considered rigorous and challenging and that took into account the relevant risks and opportunities, and our business objectives. In particular, our human capital 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, the implied performance relative to prior years, and risks associated with various macroeconomic factors. Our human capital committee also set a threshold performance goal for each financial metric below which no payout would be earned for such metric, and maximum payout amounts for each metric. The intent of the threshold performance goal was to help motivate performance for what were considered challenging goals, and to reward efforts that may have resulted in substantial, though not complete, achievement of the metrics. The thresholds and 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 2024, our human capital committee confirmed achievement of our company performance goals as set forth in the “Metric Achieved” column in the table below, resulting in an overall weighted average payout of 119.1% of such goals.

  43. IV. Compensation Program Components

    | | Relative | | | | | | | | | Weighting | | | | | Achievement | Weighted Payout | | Performance Metric | (%) | Threshold | Target | Maximum | Metric Achieved | (% of target) | (% of target payout) | | Revenue | 55 | $1,103.47 million | $1,298.2 million | $1,142.93 million | $1,969.6 million | 151.7% | 120.0% | | Payout Percentage (% of Target) | | 85% | 100% | 120% | | | | | Product Gross Margin | 35 | 41.0% | 51.3% | 61.6% | 60.3% | 117.5% | 117.5% | | Payout Percentage (% of Target) | | 80% | 100.0% | 120% | | | | | Cash Flow | 10 | $(126.1) million | $(100.9) million | $(75.7) million | $86.5 million | 285.7% | 120.0% | | Payout Percentage (% of target) | | 75% | 100% | 125% | | | | | Payout | | 50% | 100% | 120% | | | 119.1% |

  44. IV. Compensation Program Components

    | | Total | Financial Performance Goals | | Individual Performance Factor | | | Total Actual* | | | | Target* | | | Target | Achievement | Payout | Award | Total Payout | | Executive Officer | Bonus ($) | Target ($) | Payout ($) | ($) | (%) | ($) | ($) | (% of Target) | | Steven Chapman | 787,623 | 787,623 | 938,352 | N/A | N/A | N/A | 938,352 | 119.14% | | Michael Brophy | 242,538 | 194,030 | 231,162 | 48,508 | 110% | 53,358 | 284,521 | 117.31% | | John Fesko | 243,436 | 194,749 | 232,018 | 48,687 | 110% | 53,556 | 285,574 | 117.31% | | Solomon Moshkevich | 243,436 | 194,749 | 232,018 | 48,687 | 110% | 53,556 | 285,574 | 117.31% | | Matthew Rabinowitz | 340,000 | 340,000 | 405,066 | N/A | N/A | N/A | 405,066 | 119.14% |

  45. IV. Compensation Program Components

    In March 2025, our human capital committee determined the level of incentive compensation payout for 2024 performance, based on achievement of the company and individual performance elements, in accordance with each NEO’s weighting for each element. Having set the amount, the human capital committee determined to deliver the amounts earned by our overall bonus-eligible employee population, including our NEOs, in the form of fully vested RSUs in order to further align their interests with those of stockholders. The RSUs were granted on March 12, 2025, with the number of RSUs determined based on the Company’s closing price on the Nasdaq Stock Market on March 11, 2025. Long-Term Incentives Long-term equity incentives represent the 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. Our human capital committee has found equity vehicles to be effective in aligning the interests of management, including our NEOs, to company financial and business performance and to the creation of overall stockholder value, and to appropriately reward executives for growing our business. Long-term incentive awards are granted annually as a component of executive compensation; in addition, our human capital 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, as well as in situations involving a leadership transition, or to newly-hired executive officers. Our human capital committee has committed to structuring the executive compensation program with the aim of avoiding or limiting the need for equity awards beyond those described in the foregoing; any such special equity awards would be granted judiciously and only in rare circumstances as may be warranted, with enhanced disclosure of the rationale for any such grants. We utilize both performance-based and time-based equity awards. Our performance-based equity awards comprise 50% of each NEO’s target equity grant, and vest upon the achievement of specified business goals. Our human capital committee believes that a 50/50 mix of performance-based and time-based awards appropriately balances the incentives of achieving business and operational goals with continued service and retention. These equity incentives are a critical component of our executive compensation program and support a compensation philosophy that emphasizes pay that rewards performance. Because executive officers will generally only receive value from the time-based and performance-based equity awards 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. In 2024, our NEOs received PSUs complemented by time-based RSUs. After a transition to longer-term performance periods in 2023, the PSUs granted in January 2024 are based solely on a three-year performance period. The human capital committee believes that having a longer measurement period motivates performance over the long-term to build long-term stockholder value.

  46. IV. Compensation Program Components

    | Equity Vehicle | Vesting Condition | Rationale for Use | | Performance-based equity awards (PSUs), comprising 50% of the annual refresh award | ● 2024-2026 cumulative revenue | Focuses executive leadership team on singular goal of growing top line revenues over the long term and expanding market share to fuel further growth | | Time-based equity awards (RSUs), comprising 50% of the annual refresh award | 4-year period; 25% vests 12 months after the grant date, with the remainder vesting quarterly thereafter | ● Aligns with stockholders ● Promotes retention ● Reinforces an ownership culture and a commitment to our company |

  47. IV. Compensation Program Components

    As noted above, the vesting conditions for the 2024 PSUs were designed to be challenging but achievable. The threshold, target and maximum vesting for the 2024 PSUs and PSOs are set forth below, and reflect an emphasis on strongly incentivizing achievement above target while rewarding substantial efforts towards the target.

  48. IV. Compensation Program Components

    | Performance Level | Performance Relative to Goal | Vesting / Payout | | | (% of target) | (% of target) | | Threshold | 95% | 50% | | Target | 100% | 100% | | Maximum | 105% | 200% |

  49. IV. Compensation Program Components

    Target Value for 2024 Awards Our human capital committee establishes the target value of long-term incentive opportunities for each of the NEOs. In determining the value and size of the long-term incentive opportunity, our human capital committee considers:

  50. IV. Compensation Program Components

    | ● | the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at our compensation peer group companies; our human capital committee’s general philosophy is to target a long-term incentive value equal to approximately the 75th percentile of our compensation peer group; |

  51. IV. Compensation Program Components

    | | Grant Value | PSUs | PSUs | RSUs | RSUs | | NEO | ($)(1) | ($)(1) | (#)(2)(3) | ($) | (#)(2) | | Steven Chapman | 11,000,000 | 5,500,000 | 86,220 | 5,500,000 | 86,220 | | Michael Brophy | 4,000,000 | 2,000,000 | 31,352 | 2,000,000 | 31,352 | | John Fesko | 4,000,000 | 2,000,000 | 31,352 | 2,000,000 | 31,352 | | Solomon Moshkevich | 4,000,000 | 2,000,000 | 31,352 | 2,000,000 | 31,352 | | Matthew Rabinowitz | 8,800,000 | 4,400,000 | 68,976 | 4,400,000 | 68,976 |

  52. IV. Compensation Program Components

    | (1) Includes the value of the PSUs at target achievement. The value of the PSUs at maximum achievement is set forth in footnote 1 to the Summary Compensation Table beginning on page 57. |

  53. IV. Compensation Program Components

    | (3) Share numbers represent achievement at 100% of target. The maximum number of shares subject to the PSUs is 200% of the shares included in the table for achievement of the applicable revenue goal at 105% of target. |

  54. IV. Compensation Program Components

    Achievement of Performance-Based Equity Awards in 2024 The following is a summary of PSUs and PSOs that were outstanding, and with respect to which our human capital committee determined that performance-based metrics were achieved, during 2024.

  55. IV. Compensation Program Components

    | | Award | | | PSUs/PSOs vested | | NEO | Type | Grant Date | Vest Date | (#) | | Steven Chapman | PSU | 01/22/2021 | 06/28/2024 | 37,500(1) | | | PSO | 01/22/2021 | 06/28/2024 | 75,000(1) | | | PSU | 01/28/2022 | 01/16/2025 | 54,175(2) | | | PSU | 01/27/2023 | 01/16/2025 | 50,906(3) | | Michael Brophy | PSU | 01/22/2021 | 06/28/2024 | 12,500(1) | | | PSU | 01/28/2022 | 01/16/2025 | 24,348(2) | | | PSU | 01/27/2023 | 01/16/2025 | 19,865(3) | | John Fesko | PSU | 08/12/2022 | 08/12/2024 | 10,000(4) | | | PSU | 10/22/2021 | 12/20/2024 | 1,675(5) | | | PSU | 06/10/2022 | 01/16/2025 | 10,822(6) | | | PSU | 01/28/2022 | 01/16/2025 | 13,696(2) | | | PSU | 01/27/2023 | 01/16/2025 | 14,899(3) | | Solomon Moshkevich | PSU | 10/22/2021 | 12/20/2024 | 1,675(5) | | | PSU | 01/28/2022 | 12/20/2024 | 3,044(7) | | | PSU | 06/10/2022 | 01/16/2025 | 9,620(6) | | | PSU | 01/28/2022 | 01/16/2025 | 9,130(2) | | | PSU | 01/27/2023 | 01/16/2025 | 14,899(3) | | Matthew Rabinowitz | PSO | 05/28/2021 | 06/28/2024 | 81,389(1) | | | PSO | 01/28/2022 | 01/16/2025 | 110,000(2) | | | PSO | 01/27/2023 | 01/16/2025 | 122,114(3) |

  56. IV. Compensation Program Components

    | (1) 50% of the total award (PSOs or PSUs, as applicable) granted was eligible to vest upon our achievement of a market valuation of at least $13 billion within six years of the grant date, subject to continued service through the date achievement is certified by the Company, 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 $13 billion on such nine and 15 month anniversaries of the milestone date (as calculated as described in the applicable award agreement). The market valuation milestone was certified as achieved on June 28, 2024 and 50% of the award vested; an additional 25% of the award vested on March 28, 2025, and the remaining 25% of the award is eligible to vest on |

  57. IV. Compensation Program Components

    | (2) 100% of the total award (PSOs or PSUs, as applicable) was eligible to vest upon our achievement of an annual revenue goal of $1.1 billion, in each case within four years of the grant date and subject to continued service through the date achievement is certified by the Company. The annual revenue goal was certified as achieved with respect to the year ended December 31, 2024 and the all of the PSUs vested on January 16, 2025. |

  58. IV. Compensation Program Components

    | (3) 40% of the total award (PSOs or PSUs, as applicable) was eligible to vest upon our achievement of a two-year cumulative revenue goal of $2.1357 billion and 60% of the total award is eligible to vest upon our achievement of a three-year revenue goal on or prior to the performance period end date of December 31, 2025, subject in each case to continued service through the date achievement is certified by the Company. The two-year cumulative revenue goal was certified as achieved and 40% of the PSUs vested on January 16, 2025. |

  59. IV. Compensation Program Components

    | (4) 20% of the total PSUs granted was eligible to vest upon our achievement of a cash flow breakeven quarter within four years of the grant date, and two tranches of 40% of the PSUs were each eligible to vest upon our achievement of specified business milestones, in each case subject to continued service through the date achievement is certified by the Company. The cash flow breakeven milestone was certified as achieved on August 12, 2024 and 20% of the PSUs vested. |

  60. IV. Compensation Program Components

    | (5) The PSUs granted were eligible to vest in five tranches upon our achievement of five specified business milestones, in each case subject to continued service through the date achievement is certified by the Company. One of the milestones was certified as achieved on December 20, 2024 and 16.75% of the PSUs vested. |

  61. IV. Compensation Program Components

    | (6) 25% of the total PSUs granted were eligible to vest upon our achievement of a cash burn goal of $300 million, and 75% of the PSUs granted were eligible to vest upon our achievement of an annual revenue goal of $1.1 billion, in each case within four years of the grant date and subject to continued service through the date achievement is certified by the Company. The cash burn goal was certified as achieved with respect to the year ended December 31, 2023 and 25% of the PSUs vested. The annual revenue goal was certified as achieved with respect to the year ended December 31, 2024 and the remaining 75% of the PSUs vested on January 16, 2025. |

  62. IV. Compensation Program Components

    | (7) 60% of the total PSUs granted were eligible to vest upon our achievement of an annual revenue goal of $1.1 billion; and three tranches comprising 20%, 10%, and 10% of the PSUs are each eligible to vest upon our achievement of specified business milestones, in each case subject to continued service through the date achievement is certified by the Company. One of the business milestones was certified as achieved on December 20, 2024 and 20% of the PSUs vested. The annual revenue goal was certified as achieved with respect to the year ended December 31, 2024 and 60% of the PSUs vested on January 16, 2025. |

  63. IV. Compensation Program Components

    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 compensation (comprising base salary and bonus) 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. As of the date of this proxy statement, matching contributions are fully vested for all of our NEOs. Health and Welfare Benefits; Perquisites Our NEOs 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 NEOs 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. Our NEOs do not receive any 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 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 employment agreement amendments entered into in 2024 with each of our CEO and our Executive Chair and our executive severance plan, which was adopted in 2024, 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, 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. Generally, such benefits are contingent on execution of a general release of claims by the officer. We have not provided any excise tax gross-ups to any of our NEOs in the event of a change in control. Additional details regarding these severance arrangements are provided under “Severance and Change in Control Benefits” below. Certain Developments Following End of Our 2024 Fiscal Year In January 2025, as part of its annual review of executive compensation, our human capital committee approved the following base salaries, annual target cash incentive bonus opportunities, and relative weighting of company and individual performance, for our NEOs. The “2025 Base Salary” column in the table below reflects each executive officer’s base salary effective as of January 1, 2025.

  64. V.Additional Compensation Policies and Practices

    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 or board of directors, as applicable. The following are included for purposes of calculating stock ownership: (i) shares of common stock that are owned outright and not subject to vesting conditions, (ii) shares of common stock that are held through any company-sponsored plan, such as a qualified retirement plan, and (iii) 50% of the net value of vested and exercisable stock options. All of our NEOs and directors were in compliance with our stock ownership policy in 2024. Clawback Policy We have adopted a Clawback Policy to provide for the recovery of certain incentive compensation in the event of an accounting restatement and to comply with the clawback rules found in 17 C.F.R. Section 240.10D and the related Nasdaq Listing Rules. A copy of our Clawback Policy and any amendments has been filed as an exhibit to our annual report on Form 10-K. Risk Analysis of Our Compensation Plans Our management assesses and discusses with our human capital 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. Equity Grant Practices Our human capital committee does not grant stock options to employees, including executive officers, during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Further, during 2024, our human capital committee did not grant any stock options to our employees, executive officers, or other service providers. The human capital committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Equity awards may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Under the terms of our Equity Plan, pursuant to which new equity awards are granted, the exercise price of any option to purchase shares of our common stock awarded under the Equity Plan must be equal to at least 100% of the fair market value of our common stock (which is determined based on the closing sales price of our common stock on the Nasdaq Global Select Market) on the date of grant. Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled quarterly human capital committee meetings whenever practicable, and the awards are granted in accordance with our equity grant policies and processes. In addition, our human capital committee approves the annual equity refresh grants, including performance-based awards, in the first quarter of each year. However, our human capital 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 our human capital committee deems it appropriate to make such grants. Tax Considerations: Section 162(m) When reviewing compensation matters, our human capital 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. Our human capital 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 us and our stockholders. Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (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 is required to render service in exchange for the award. Grants of stock options and both performance-based and time-based RSUs under our equity incentive award plans are accounted for under ASC Topic 718. Our board of directors or its human capital 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, our human capital committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

  65. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation for services rendered during the years ended December 31, 2022, 2023 and 2024 by our Chief Executive Officer, Chief Financial Officer and our three other executive officers as of December 31, 2024, whom we refer to as our named executive officers or NEOs.

  66. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and Principal | | Salary | Awards | Awards | Compensation | Compensation | Total | | Position | Year | ($) | ($)(1) | ($)(1) | ($)(2) | ($)(3) | ($) | | Steven Chapman | 2024 | 799,948 | 11,284,474 | — | 938,352 | 9,900 | 13,032,674 | | Chief Executive Officer and President | 2023 | 751,052 | 11,133,142 | — | 833,793 | 9,900 | 12,727,887 | | | 2022 | 609,622 | 7,093,675 | — | 533,834 | 9,150 | 8,246,281 | | Michael Brophy | 2024 | 493,254 | 4,103,350 | | 284,521 | 6,209 | 4,887,334 | | Chief Financial Officer | 2023 | 465,293 | 4,344,607 | — | 252,598 | 6,727 | 5,069,225 | | | 2022 | 407,714 | 3,188,127 | — | 194,901 | 8,730 | 3,799,472 | | John Fesko(4) | 2024 | 490,032 | 4,103,350 | — | 285,574 | 9,900 | 4,888,856 | | President, Chief Business Officer | | | | | | | | | Solomon Moshkevich(4) | 2024 | 490,032 | 4,103,350 | — | 285,574 | 9,900 | 4,888,856 | | President, Clinical Diagnostics | | | | | | | | | Matthew Rabinowitz | 2024 | 401,484 | 9,027,579 | — | 405,066 | — | 9,834,129 | | Executive Chairman | 2023 | 401,484 | — | 8,199,982 | 366,900 | — | 8,968,366 | | | 2022 | 300,921 | — | 7,761,600 | 140,664 | — | 8,203,185 |

  67. Summary Compensation Table

    | (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, 2024 filed on February 28, 2025 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. |

  68. Summary Compensation Table

    In addition to time-based awards granted in January 2024, each of our NEOs was granted a performance-based award, the vesting of which is tied to our achievement of a specified cumulative three-year annual revenue goal, as described in greater detail in the “Long-Term Incentives” section of the “Compensation Discussion and Analysis” section on page 50. 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 at the time of grant. For the performance-based awards granted to our NEOs in January 2024, it was determined at the time the awards were made that achievement was probable at the target level. As a result, 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. The following table sets forth the amounts of performance-based awards included in the Stock Awards column, and the grant date fair value of such awards assuming achievement at the maximum level with respect to such awards.

  69. Summary Compensation Table

    | Name | Amount Included in Stock Awards Column for Performance-Based Award ($) | Grant Date Fair Value At Maximum ($) | | Steven Chapman | 5,642,237 | 11,284,474 | | Michael Brophy | 2,051,675 | 4,103,350 | | John Fesko | 2,051,675 | 4,103,350 | | Solomon Moshkevich | 2,051,675 | 4,103,350 | | Matthew Rabinowitz | 4,513,789 | 9,027,579 |

  70. Summary Compensation Table

    | (2) Represents amounts earned pursuant to our Management Cash Incentive Plan. For 2023 and 2024, the amounts earned by the NEOs were paid in the form of fully vested RSUs. |

  71. Summary Compensation Table

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

  72. Summary Compensation Table

    | (4) The executive officer was employed by us but was not one of our named executive officers in 2023. Accordingly, compensation information is only provided for 2024. |

  73. 2024 Grants of Plan-Based Awards

    2024 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, 2024. Except as otherwise indicated in the footnotes to the table below, all of the following awards were made under our Equity 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 “Severance and Change in Control Benefits.”

  74. 2024 Grants of Plan-Based Awards

    | | | | | | | | | | All Other | | | | | | | | | | | | Stock | Grant Date | | | | | | | | | | | Award: | Fair Value | | | | Date of | Estimated Future Payouts Under | | | Estimated Future | | | Number of | of Stock | | | | Board or | Non-Equity Incentive Plan | | | Payouts Under Equity | | | Shares of | and | | | | Compensation | Awards(2) | | | Incentive Plan Awards | | | Stock or | Option | | | Grant | Committee | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date | Approval(1) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(3) | | Steven Chapman | N/A | N/A | 393,812 | 787,623 | 945,148 | — | — | — | — | — | | | 01/26/2024 | 01/24/2024 | — | — | — | — | — | — | 86,220(4) | 5,642,237 | | | 01/26/2024 | 01/24/2024 | — | — | — | 43,110(5) | 86,220(5) | 172,440(5) | — | 5,642,237(6) | | Michael Brophy | N/A | N/A | 121,269 | 242,538 | 291,046 | — | — | — | — | — | | | 01/26/2024 | 01/24/2024 | — | — | — | — | — | — | 31,352(4) | 2,051,675 | | | 01/26/2024 | 01/24/2024 | — | — | — | 15,676(5) | 31,352(5) | 62,704(5) | — | 2,051,675(6) | | John Fesko | N/A | N/A | 121,718 | 243,436 | 292,123 | — | — | — | — | — | | | 01/26/2024 | 01/24/2024 | — | — | — | — | — | — | 31,352(4) | 2,051,675 | | | 01/26/2024 | 01/24/2024 | — | — | — | 15,676(5) | 31,352(5) | 62,704(5) | — | 2,051,675(6) | | Solomon Moshkevich | N/A | N/A | 121,718 | 243,436 | 292,123 | — | — | — | — | — | | | 01/26/2024 | 01/24/2024 | — | — | — | — | — | — | 31,352(4) | 2,051,675 | | | 01/26/2024 | 01/24/2024 | — | — | — | 15,676(5) | 31,352(5) | 62,704(5) | — | 2,051,675(6) | | Matthew Rabinowitz | N/A | N/A | 83,500 | 340,000 | 408,000 | — | — | — | — | — | | | 01/26/2024 | 01/24/2024 | — | — | — | — | — | — | 68,976 | 4,513,789 | | | 01/26/2024 | 01/24/2024 | — | — | — | 34,488(5) | 68,976(5) | 137,952(5) | — | 4,513,789 |

  75. 2024 Grants of Plan-Based Awards

    | (1) Pursuant to our equity grant policy, as amended, in general equity awards are granted effective as of the next occurring 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 human capital committee or board of directors meeting or the effective date of a written consent (including e-mail) of our human capital committee or board of directors. |

  76. 2024 Grants of Plan-Based Awards

    | (2) As described in greater detail in “Compensation Discussion and Analysis,” our named executive officers were granted cash incentive bonus opportunities under our 2024 Management Cash Incentive Plan based on achievement during our 2024 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. |

  77. 2024 Grants of Plan-Based Awards

    On March 6, 2025, our human capital committee confirmed our achievement against the goals, as described in greater detail in “Compensation Discussion and Analysis”.

  78. 2024 Grants of Plan-Based Awards

    | (3) The amounts in this column represent the aggregate grant date fair value of stock 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 28, 2025, for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. |

  79. 2024 Grants of Plan-Based 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, grant date fair value assumes such awards will become eligible to vest at their target level.

  80. 2024 Grants of Plan-Based Awards

    | (4) 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. |

  81. 2024 Grants of Plan-Based Awards

    | (5) PSUs vest upon our achievement of a cumulative annual revenue goal on or prior to the performance period end date of December 31, 2026, subject to continued service through the date of achievement, and as described in further detail in the “Long-Term Incentives” section of “Compensation Discussion and Analysis” beginning on page 50. The number of PSUs reflected in the threshold column reflects achievement of the cumulative annual revenue goal at the threshold level of 95% of target, at which 50% of the target PSUs are eligible to vest. The number of PSUs reflected in the maximum column reflects achievement of the cumulative annual revenue goal at the maximum level of 105% of target, at which 200% of the target PSUs are eligible to vest. |

  82. 2024 Grants of Plan-Based Awards

    | (6) Represents the target level of achievement for the PSUs, which was determined to be the probable level of achievement at the time of grant. The grant date fair value of the award assuming achievement at the maximum level is achieved is set forth in footnote 1 to the Summary Compensation Table beginning on page 57. |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024. 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.

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 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 | Value of | Unearned | Unearned | | | Number of Securities | Number of | Number of | | | of Shares | Shares or | Shares, Units | Shares, | | | Underlying | Securities | Securities | Option | Option | or Units | Units of | or Other | Units or | | | Unearned, | Underlying | Underlying | Exercise | Expiration | of Stock | Stock That | Rights that | Other Rights | | | Unexercised | Unexercised | Unexercised | Price | Date | That Have | Have Not | Have Not | that Have | | | Options | Options | Options | | | Not Vested | Vested(1) | Vested | Not Vested(1) | | Name | (#) | (#) | (#) | ($) | | (#) | ($) | (#) | ($) | | (a) | (b) | Exercisable (c) | Unexercisable (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Steven Chapman | — | 2,084 | — | 13.01 | 1/10/2029 | — | — | — | — | | | — | 3,595 | — | 20.27 | 4/11/2029 | — | — | — | — | | | 75,000(2) | 75,000(2) | — | 119.75 | 1/21/2031 | — | — | — | — | | | — | — | — | — | — | 1,775(3) | 280,983 | — | — | | | — | — | — | — | — | 16,930(4) | 2,680,019 | — | — | | | — | — | — | — | — | 71,587(5) | 11,332,222 | — | — | | | — | — | — | — | — | 86,220(6) | 13,648,626 | — | — | | | — | — | — | — | — | 54,175(7) | 8,575,903 | — | — | | | — | — | — | — | — | 101,812(8) | 16,116,840 | — | — | | | — | — | — | — | — | — | — | 37,500(2) | 5,936,250 | | | — | — | — | — | — | — | — | 76,359(9) | 12,087,630 | | | — | — | — | — | — | — | — | 86,220(10) | 13,648,626 | | Michael Brophy | — | — | — | — | — | 1,145(3) | 181,254 | — | — | | | — | — | — | — | — | 5,000(11) | 791,500 | — | — | | | — | — | — | — | — | 7,609(4) | 1,204,505 | — | — | | | — | — | — | — | — | 27,936(5) | 4,422,269 | — | — | | | — | — | — | — | — | 31,352(6) | 4,963,022 | — | — | | | — | — | — | — | — | 24,348(7) | 3,854,288 | — | — | | | — | — | — | — | — | 39,372(8) | 6,232,588 | — | — | | | — | — | — | — | — | — | — | 12,500(2) | 1,978,750 | | | — | — | — | — | — | — | — | 29,798(9) | 4,717,023 | | | — | — | — | — | — | — | — | 31,352(10) | 4,963,022 | | John Fesko | — | 1,804 | — | 9.29 | 3/8/2028 | — | — | — | — | | | — | 1,725 | — | 15.57 | 3/7/2029 | — | — | — | — | | | — | 12,283 | — | 19.68 | 3/21/2029 | — | — | — | — | | | — | — | — | — | — | 501(3) | 79,308 | — | — | | | — | — | — | — | — | 4,280(4) | 677,524 | — | — | | | — | — | — | — | — | 7,214(12) | 1,141,976 | — | — | | | — | — | — | — | — | 20,952(5) | 3,316,702 | — | — | | | — | — | — | — | — | 31,352(6) | 4,963,022 | — | — | | | — | — | — | — | — | 13,696(7) | 2,168,077 | — | — | | | — | — | — | — | — | 10,822(13) | 1,713,123 | — | — | | | — | — | — | — | — | 29,798(8) | 4,717,023 | — | — | | | — | — | — | — | — | — | — | 5,025(14) | 795,458 | | | — | — | — | — | — | — | — | 40,000(14) | 6,332,000 | | | — | — | — | — | — | — | — | 22,349(9) | 3,537,815 | | | — | — | — | — | — | — | — | 31,352(10) | 4,963,022 | | Solomon Moshkevich | — | 27,501 | — | 9.59 | 4/7/2026 | — | — | — | — | | | — | 42,500 | — | 10.41 | 6/8/2027 | — | — | — | — | | | — | 20,000 | — | 9.29 | 3/8/2028 | — | — | — | — | | | — | 5,932 | — | 15.57 | 3/7/2029 | — | — | — | — | | | — | 34,000 | — | 19.68 | 3/21/2029 | — | — | — | — | | | — | — | — | — | — | 501(3) | 79,308 | — | — | | | — | — | — | — | — | 2,854(4) | 451,788 | — | — | | | — | — | — | — | — | 6,412(12) | 1,015,020 | — | — | | | — | — | — | — | — | 20,952(5) | 3,316,702 | — | — | | | — | — | — | — | — | 29,423(15) | 4,657,661 | — | — | | | — | — | — | — | — | 31,352(6) | 4,963,022 | — | — | | | — | — | — | — | — | 9,130(7) | 1,445,279 | — | — | | | — | — | — | — | — | 9,620(13) | 1,522,846 | — | — | | | — | — | — | — | — | 29,798(8) | 4,717,023 | — | — | | | — | — | — | — | — | — | — | 5,025(14) | 795,458 | | | — | — | — | — | — | — | — | 22,349(9) | 3,537,815 | | | — | — | — | — | — | — | — | 31,352(10) | 4,963,022 | | Matthew Rabinowitz | — | 300,000 | — | 9.59 | 4/7/2026 | — | — | — | — | | | — | 225,000 | — | 10.41 | 6/8/2027 | — | — | — | — | | | — | 200,000 | — | 10.41 | 6/8/2027 | — | — | — | — | | | — | 179,820 | — | 9.29 | 3/8/2028 | — | — | — | — | | | — | 20,180 | — | 10.29 | 4/12/2028 | — | — | — | — | | | — | 600,000 | — | 13.04 | 12/28/2028 | — | — | — | — | | | — | 220,000 | — | 20.27 | 4/11/2029 | — | — | — | — | | | — | 128,500 | — | 25.46 | 3/26/2030 | — | — | — | — | | | — | 28,024 | 597(16) | 94.14 | 5/27/2031 | — | — | — | — | | | 81,389(2) | 81,389 | — | 94.14 | 5/28/2031 | — | — | — | — | | | — | 110,000(7) | — | 65.47 | 1/27/2032 | — | — | — | — |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | — | 80,208 | 29,792(4) | 65.47 | 1/27/2032 | — | — | — | — | | — | 73,140 | 79,503(5) | 43.74 | 1/26/2033 | — | — | — | — | | 183,172(9) | — | — | 43.74 | 1/26/2033 | — | — | — | — | | — | 122,114(8) | — | 43.74 | 1/26/2033 | — | — | — | — | | — | — | — | — | — | 68,976(6) | 10,918,901 | — | — | | — | — | — | — | — | — | — | 68,976(10) | 10,918,901 |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Market value is based on the fair market value of our common stock at the close of trading on December 31, 2024, the last trading day of fiscal year 2024, which was $158.30. |

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) 50% of the total award (option or RSUs, as applicable) granted was eligible to vest upon our achievement of a market valuation of at least $13 billion within six years of the grant date, subject to continued service through the date achievement is certified by the Company, 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 $13 billion on such nine and 15 month anniversaries of the milestone date (as calculated as described in the applicable award agreement). The market valuation milestone was certified as achieved on June 28, 2024 and 50% of the award vested; the amounts in columns (b) and (i) reflect the remaining 50% of the total award that is eligible to vest on March 28, 2025 and September 28, 2025 if our market valuation remains at or above $13 billion as of the applicable date, subject to the NEO’s continuous service through such date. |

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) RSUs vest over four years of continuous service following the vesting commencement date of January 21, 2021, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) As applicable, option vests over four years of continuous service following the vesting commencement date of January 20, 2022, 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 20, 2022, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) As applicable, option vests over four years of continuous service following the vesting commencement date of January 27, 2023, 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 27, 2023, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  91. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) RSUs vest over four years of continuous service following the vesting commencement date of January 26, 2024, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Award (option or RSUs, as applicable) was eligible to vest upon the Company’s achievement of an annual revenue goal of $1.1 billion on or prior to the performance period end date of December 31, 2024, subject to continued service through the date achievement is certified by the Company. The specified annual revenue goal was achieved as of the end of the performance period, with achievement certified by the Company on January 16, 2025. |

  93. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) Award (option or RSUs, as applicable) was eligible to vest upon the Company’s achievement of a cumulative two-year annual revenue goal of $2.1357 billion on or prior to the performance period end date of December 31, 2024, subject to continued service through the date achievement is certified by the Company. The cumulative revenue goal was achieved at the maximum level of performance as of the end of the performance period, with achievement certified by the Company on January 16, 2025. |

  94. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) Award (option or RSUs, as applicable) vests upon the Company’s achievement of a cumulative three-year annual revenue goal on or prior to the performance period end date of December 31, 2025, subject to continued service through the date achievement is certified by the Company. The number of RSUs in column (i) and the value of those RSUs in column (j) reflects target performance. |

  95. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (10) RSUs vest upon the Company’s achievement of a cumulative three-year annual revenue goal on or prior to the performance period end date of December 31, 2026, subject to continued service through the date achievement is certified by the Company. The number of RSUs in column (i) and the value of those RSUs in column (j) reflects target performance. |

  96. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (11) RSUs vest over four years of continuous service following the vesting commencement date of October 22, 2021, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  97. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (12) RSUs vest over four years of continuous service following the vesting commencement date of May 25, 2022, with 25% vesting upon completion of 12 months of service and the remainder in 3 substantially equal annual installments thereafter. |

  98. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (13) 75% of the RSUs vest upon the Company’s achievement of an annual revenue goal of $1.1 billion and an additional 25% of the RSUs vest upon achievement of a cash burn goal of $300 million, in each case, subject to continued service through the date of achievement. Both applicable milestones were achieved on or prior to December 31, 2024, which achievement certified by the Company on January 16, 2025. |

  99. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (14) RSUs vest in substantially equal tranches upon achievement of specified business milestones, subject to continued service through the dates of achievement. |

  100. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (15) 100% of the RSUs vest on September 1, 2026, subject to continuous service through such date. |

  101. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (16) Option vests over four years of continuous service following the vesting commencement date of January 22, 2021, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter. |

  102. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 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 2024.

  103. Fiscal 2024 Option Exercises and Stock Vested

    | | 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) | | Steven Chapman | 68,270 | 6,111,530 | 128,330 | 11,886,476 | | Michael Brophy | 34,029 | 2,383,129 | 55,013 | 5,082,493 | | John Fesko | 100 | 10,239 | 44,113 | 4,295,525 | | Solomon Moshkevich | 9,075 | 1,522,785 | 35,418 | 3,467,259 | | Matthew Rabinowitz | 613,496 | 71,374,394 | 4,104 | 366,939 |

  104. Fiscal 2024 Option Exercises and Stock Vested

    | (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 our common stock multiplied by the number of options exercised and does not necessarily reflect proceeds received by the officer. |

  105. Fiscal 2024 Option Exercises and Stock Vested

    | (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. |

  106. CEO Pay Ratio

    CEO Pay Ratio The following is a discussion regarding the ratio of the annual total compensation of Mr. Chapman, our CEO and principal executive officer, to our median employee’s annual total compensation, for 2024. We have opted to identify our median employee for 2024 based on our employee population as of October 1, 2024, 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 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 our human capital 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, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Five employees, located in Canada, were excluded from the calculation under the de minimis exception provided in Item 402(u) of Regulation S-K, resulting in a total of 4,185 U.S. employees. To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments, and estimates:

  107. CEO Pay Ratio

    | ● | We calculated the 2024 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 the year. |

  108. CEO Pay Ratio

    | ● | In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2024, through the determination date. |

  109. CEO Pay Ratio

    This process resulted in the identification of an employee whose compensation was anomalous, as that individual was newly hired in 2024. As a result, we substituted an employee near the median whose compensation was viewed as more representative of our median employee. We calculated the annual total compensation for fiscal 2024 for our median employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For fiscal 2024, the annual total compensation for Mr. Chapman and our median employee was $13,032,674 and $136,511, respectively. Accordingly, the resulting ratio of the two amounts is approximately 95 to 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.

  110. Pay-Versus-Performance

    | (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2024, 2023, 2022, 2021, and 2020, which consisted solely of adjustments to the PEO’s equity awards: |

  111. Pay-Versus-Performance

    | (4) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal years 2024, 2023, 2023, 2021, and 2020, which consisted solely of adjustments to the non-PEO NEOs’ equity awards: |

  112. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph illustrates the relationship between the PEO and average non-PEO NEO “compensation actually paid” (CAP), total compensation from the Summary Compensation Table (SCT), our cumulative Total Stockholder Return (TSR,) and the TSR of the NASDAQ Biotechnology Index, assuming an initial fixed investment of $100, for the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020. The SCT total compensation of our PEO and the average SCT total compensation of our non-PEO NEOs, each as disclosed in the table above, are included in the following graph as supplemental disclosures for each of the periods presented. As detailed in the table above, the CAP calculations include equity adjustments that reflect equity granted over a span of eight years of service prior to, as well as during, the reported fiscal years. A significant portion of our NEOs’ compensation consists of equity awards. As a result, the change between the values disclosed in our SCT and CAP tends to be directionally aligned with changes in our TSR. Our five-year TSR for the fiscal years 2020 through 2024 is 369.87%.

  113. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our net income (loss) for the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020. As detailed in the table above, the CAP calculations include equity adjustments that reflect equity granted over a span of eight years of service prior to, as well as during, the reported fiscal years. While we are required by SEC rules to disclose the relationship between our net income and CAP to our NEOs, our company strategy has historically focused on prioritizing rapid revenue growth and investments to support future profitability. As a result, net income is historically not a metric our human capital committee uses in evaluating our NEOs’ compensation. Progressing towards profitability and future net income generation has, however, been a key objective as we continue to mature as a company. For example, in 2022 we set a corporate goal to reach cash flow breakeven in a quarter by the end of 2024, and not only did we achieve that goal in the first quarter of 2024, we also generated positive cash flow for the full year ended December 31, 2024.

  114. Compensation Actually Paid and Total Revenue

    Compensation Actually Paid and Total Revenue The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our total revenue for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020. As detailed in the table above, the CAP calculations include equity adjustments that reflect equity granted over a span of seven years of service prior to, as well as during, the reported fiscal years. Our human capital committee views our revenue as an important metric by which to evaluate and measure our performance, and therefore executive performance. As such, total revenue is one of three company financial metrics under our annual cash incentive program, and is weighted the highest of the three, at 55%. In addition, our human capital committee primarily utilizes annual revenue as the performance milestone for performance-based awards under our long-term incentive plan.