INVITAE CORPORATION

DEF 14A 1 lnvta2021_def14a.htm INVITAE CORP - DEF 14A INVITAE CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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INVITAE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Invitae Corporation

1400 16^thStreet

San Francisco, California 94103

(415) 374-7782

April 28, 2021

Dear Stockholder:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Invitae Corporation, which will be held at 4:00 p.m., Pacific Time, on Monday, June 7, 2021. In light of the COVID-19 pandemic and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NVTA2021 and using the 16-digit control number included in your proxy materials. We currently expect to return to an in person meeting for our 2022 annual meeting of stockholders.

The formal notice of the Annual Meeting and the Proxy Statement has been made a part of this invitation.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote. Your shares cannot be voted unless you vote by Internet or telephone, vote as instructed by your broker, or vote your shares electronically at the Annual Meeting.

We look forward to seeing you at the meeting.

	Sincerely,

	Sean E. George, Ph.D.
	President and Chief Executive Officer

Notice of Annual Meeting of Stockholders

To Be Held on Monday,
June 7, 2021

To Our Stockholders:

Invitae Corporation will hold its 2021 Annual Meeting of Stockholders at 4:00 p.m., Pacific Time, on Monday, June 7, 2021. In light of the COVID-19 pandemic and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NVTA2021 and using the 16-digit control number included in your proxy materials.

We are holding this Annual Meeting:

• to elect two Class II directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified;

• to approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in the attached Proxy Statement;

• to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021;

• to consider a stockholder proposal concerning proxy access, if properly presented at the Annual Meeting;

• to consider a stockholder proposal concerning majority voting in uncontested director elections, if properly presented at the Annual Meeting; and

• to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Stockholders of record at the close of business on April 9, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 7, 2021.

The Proxy Statement and Annual Report are available at www.proxyvote.com

It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the detailed instructions on pages 46 and 47 regarding your voting options.

By Order of the Board of Directors,

Thomas R. Brida

General Counsel and Secretary

San Francisco, California

April 28, 2021

INVITAE CORPORATION • 2021 Proxy Statement 2

Table of Contents

Proxy Statement	4

Proposal 1: Election of Directors	5
Directors and Nominees	5
Director Nominations	8
Director Independence	9
Compensation Committee Interlocks and Insider Participation	9
Board Meetings	9
Board Committees	9
Corporate Governance	11
Certain Relationships and Related Transactions	13
Director Compensation	13

Officers	15
Executive Officers	15
Other Section 16 Officer	16

Executive Compensation	17
Compensation Discussion and Analysis	17
Compensation Committee Report	28
Summary Compensation Table	29
Grants of Plan-Based Awards Table	30
Outstanding Equity Awards at Fiscal Year-End Table	31
Potential Payments upon Termination or Change in Control	32
Option Exercises and Stock Vested Table	32
CEO Pay Ratio	33
Equity Compensation Plan Information	33

Security Ownership of Certain Beneficial Owners and Management	34

Report of the Audit Committee	36

Proposal 2: Non-Binding Advisory Vote on Executive Compensation	37

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	38
Principal Accountant Fees and Services	38
Pre-approval Policies and Procedures	38

Proposal 4: Stockholder Proposal Regarding Proxy Access	39

Proposal 5: Stockholder Proposal Regarding Majority Voting in Uncontested Director Elections	41

Delinquent Section 16(a) Reports	44

Stockholder Proposals and Business for the 2022 Annual Meeting	44

Other Matters	45

Questions and Answers About the Proxy Materials and the Annual Meeting	46

INVITAE CORPORATION • 2021 Proxy Statement 3

•	Our Class I directors are Geoffrey S. Crouse and Christine M. Gorjanc and their terms will expire at the 2023 annual meeting of stockholders;
•	Our Class II directors are Kimber D. Lockhart and Chitra Nayak and their terms will expire at the Annual Meeting; and
•	Our Class III directors are Eric Aguiar, Sean E. George and Jason W. Myers and their terms will expire at the 2022 annual meeting of stockholders.

Age: 59 Director Since: 2010 Chair of the Board INDEPENDENT Committees: • Compensation • Nominating and Governance (Chair) Other Public Directorships: BridgeBio Pharma		ERIC AGUIAR, M.D.
		Since January 2016, Dr. Aguiar has been a partner at Aisling Capital, an investment firm specializing in products, technologies, and global businesses that advance health. Prior to Aisling Capital, from October 2007 to December 2015, he was a partner at Thomas, McNerney & Partners, a healthcare venture capital and growth equity firm. From 2001 to 2007, Dr. Aguiar was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm. Dr. Aguiar was Chief Executive Officer and a director of Genovo, Inc., a biopharmaceutical company focused on gene delivery and gene regulation, from 1998 to 2000. Since December 2020, he has served as a director of Biomea Fusion, Inc., a preclinical-stage biopharmaceutical company. Dr. Aguiar previously served as a director of Eidos Therapeutics, Inc., Biohaven Pharmaceutical Company Ltd. and Amarin Pharmaceuticals, each a public biopharmaceutical company, as well as on the boards of directors of numerous private companies including companies in the life sciences industry. He is a member of the Board of Overseers of the Tufts School of Medicine and a member of the Council on Foreign Relations. Dr. Aguiar received an M.D. with honors from Harvard Medical School and a B.A. in Arts and Sciences from Cornell University. Dr. Aguiar was also a Luce Fellow and is a Chartered Financial Analyst. We believe that Dr. Aguiar is qualified to serve on our board of directors due to his extensive experience in the life sciences field, his experience on various public company boards, and his management and financial experience with life sciences companies.

Age: 50 Director Since: 2012 INDEPENDENT Committees: • Audit • Compensation (Chair)		GEOFFREY S. CROUSE
		Since July 2017, Mr. Crouse has served as Chief Executive Officer of Syneron Candela, a non-surgical aesthetic device company. From December 2015 to July 2017, Mr. Crouse was a consultant for private equity evaluating investment opportunities. Mr. Crouse served as Chief Executive Officer of Cord Blood Registry, a company that stores stem cells from umbilical blood and tissues, from September 2012 to August 2015 when it was sold to AMAG Pharmaceuticals, and served as Executive Vice President of AMAG until December 2015. From April 2011 through September 2012, Mr. Crouse was a consultant for private equity evaluating investment opportunities. He previously served as Chief Operating Officer at Immucor, Inc., an in vitro diagnostics company, from August 2009 to April 2011. Prior to Immucor, he served as Vice President of the life sciences business at Millipore Corporation, a provider of technologies, tools and services for the life sciences industry, from 2006 to 2009. Prior to that, he worked at Roche, a pharmaceuticals and diagnostics company, where he held various roles from 2003 to 2006. Mr. Crouse holds a B.A. in English and Japanese from Boston College and an M.B.A. and Masters of Public Health from the University of California, Berkeley. We believe that Mr. Crouse is qualified to serve on our board of directors due to his extensive experience in the life sciences industry and his management and financial experience with life sciences companies.

Age: 47 Director Since: 2010 Other Public Directorships: CM Life Sciences		SEAN E. GEORGE, PH.D.
		Dr. George is one of our co-founders and has been our Chief Executive Officer since January 2017, a position he also held from January 2010 through August 2012. Dr. George has served as our President since August 2012, and served as our Chief Operating Officer from August 2012 until January 2017. Prior to co-founding Invitae, Dr. George served as Chief Operating Officer of Navigenics, Inc., a personalized medicine company, from 2007 to November 2009. Prior to that, he served as Senior Vice President of Marketing and Senior Vice President, Life Science Business at Affymetrix, Inc., a provider of life science and molecular diagnostic products, as well as Vice President, Labeling and Detection Business at Invitrogen Corporation, a provider of tools to the life sciences industry, during his tenure there from 2002 to 2007. Dr. George holds a B.S. in Microbiology and Molecular Genetics from the University of California, Los Angeles, an M.S. in Molecular and Cellular Biology from the University of California, Santa Barbara, and a Ph.D. in Molecular Genetics from the University of California, Santa Cruz. We believe that Dr. George’s perspective as our co-founder and his current role as President and Chief Executive Officer qualify him to serve on our board of directors.

Age: 64 Director Since: 2015 INDEPENDENT Committees: • Audit (Chair) • Compensation Other Public Directorships: Juniper Networks		CHRISTINE M. GORJANC
		Ms. Gorjanc served as the Chief Financial Officer of Arlo Technologies, Inc. (NYSE: Arlo), a home automation company, from August 2018 to June 2020. She previously served as the Chief Financial Officer of Netgear, Inc. (Nasdaq: NTGR), a provider of networking products and services, from January 2008 to August 2018, where she also served as Chief Accounting Officer from December 2006 to January 2008 and Vice President, Finance from November 2005 to December 2006. From September 1996 through November 2005, Ms. Gorjanc served as Vice President, Controller, Treasurer and Assistant Secretary for Aspect Communications Corporation, a provider of workforce and customer management solutions. From October 1988 through September 1996, she served as the Manager of Tax for Tandem Computers, Inc., a provider of fault-tolerant computer systems. Prior to that, Ms. Gorjanc served in management positions at Xidex Corporation, a manufacturer of storage devices, and spent eight years in public accounting with a number of public accounting firms. Since March 2021, Ms. Gorjanc has served as a director of Zymergen Inc., a biofacturing company. We believe that Ms. Gorjanc is qualified to serve on our board of directors due to her extensive experience in the technology industry and her management and financial experience.

Age: 45 Director Since: 2020		JASON W. MYERS, PH.D.
Age: 45 Director Since: 2020		Since February 2021, Dr. Myers has served as Chief Executive Officer of GenapSys, Inc., a DNA sequencing company. He served as our President of Oncology from October 2020 to February 2021, following our acquisition of ArcherDX, Inc. (“ArcherDX”), and since February 2021 serves as a part-time employee of the Company. Dr. Myers was a co-founder of ArcherDX and served as its President and Chief Executive Officer and a member of its board of directors from January 2015 when ArcherDX spun out from Enzymatics, Inc., a supplier of enzymes used in next generation sequencing (“NGS”) and other genetic analysis technologies, and as Chief Scientific Officer from August 2013 to January 2015.Prior to co-founding ArcherDX, Dr. Myers served in various positions at Ion Torrent, a NGS company, from 2008 to 2012. He continued with NGS application development at Life Technologies, following its acquisition of Ion Torrent. Before joining Ion Torrent, Dr. Myers completed a post-doctoral fellowship at Stanford University where he developed a variety of genomics and functional genomics technologies. Dr. Myers received his BASc. in Biochemistry and Molecular Biology from Colorado State University and his Ph. D. in Molecular Pharmacology from Stanford University School of Medicine. We believe that Dr. Myers is qualified to serve on our board of directors due to his extensive experience in the industry, including NGS and its applications in oncology.

Audit Committee

MEMBERS: • Christine M. Gorjanc (Chair) • Geoffrey S. Crouse • Kimber D. Lockhart NUMBER OF MEETINGS IN 2020: 4		FUNCTIONS: Our audit committee assists our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control, internal audit and legal compliance functions, and is directly responsible for the approval of the services performed by our independent registered public accounting firm and reviewing of their reports regarding our accounting practices and systems of internal accounting control. Our audit committee also oversees the audit efforts of our independent registered public accounting firm and takes actions as it deems necessary to satisfy itself that such firm is independent of management. Our audit committee is also responsible for monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters. Our board of directors has determined that each of Ms. Gorjanc and Mr. Crouse is an audit committee financial expert, as defined by the rules promulgated by the SEC, and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE.

Compensation Committee

MEMBERS: • Geoffrey S. Crouse (Chair) • Eric Aguiar, M.D. • Christine M. Gorjanc NUMBER OF MEETINGS IN 2020: 2		FUNCTIONS: Our compensation committee assists our board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and assesses whether our compensation structure establishes appropriate incentives for officers and employees. Our compensation committee reviews and makes recommendations to our board of directors with respect to our major compensation plans, policies and programs. In addition, our compensation committee reviews and makes recommendations for approval by the independent members of our board of directors regarding the compensation for our executive officers, establishes and modifies the terms and conditions of employment of our executive officers and administers our stock option plans. The compensation committee has the authority, in its sole discretion, to select, retain, or obtain the advice of, any adviser to assist in the performance of its duties, but only after taking into consideration all factors relevant to the adviser’s independence from management. Our board of directors has established a Special Stock Incentive Plan Committee, the members of which are our President and Chief Executive Officer, our Chief Financial Officer or Chief Accounting Officer, and our Chief Talent Officer. The Special Stock Incentive Plan Committee has been delegated the authority to make awards or grants under our Stock Incentive Plan (including shares, options, or restricted stock units) to employees (including new employees), other than to any member of our board of directors and individuals designated by our board of directors as “Section 16 officers.”

Nominating and Governance Committee

MEMBERS: • Eric Aguiar, M.D. (Chair) • Kimber D. Lockhart • Chitra Nayak NUMBER OF MEETINGS IN 2020: 1		FUNCTIONS: Our nominating and governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board of directors. In addition, our nominating and governance committee is responsible for overseeing our Corporate Governance Guidelines, and reporting and making recommendations to the board of directors concerning corporate governance matters. Our nominating and governance committee also reviews the overall adequacy of our Corporate Social Responsibility and Environmental, Social and Governance strategy, initiatives and policies, including communications with employees, investors and other stakeholders. Ms. Nayak serves as the liaison between our nominating and governance committee and our ESG Steering Committee, a cross-functional group that meets monthly and reports to our board of directors quarterly.

•	presides at all meetings of our board of directors, and has the authority to call, and will lead, non-employee director sessions and independent director sessions;
•	approves board meeting agenda items and schedules;
•	helps facilitate communication between senior management and the independent directors;
•	works with committee chairs to oversee coordinated coverage of board responsibilities;
•	serves as an advisor to the Chief Executive Officer;
•	presides over all meetings of stockholders; and
•	participates and provides leadership on Chief Executive Officer performance evaluation and succession planning.

•	talent operations;
•	facilities;
•	finance;
•	legal; and
•	communications.

•	compliance with laws, rules and regulations;
•	confidentiality;
•	conflicts of interest;
•	corporate opportunities;
•	competition and fair dealing;
•	payments or gifts from others;
•	health and safety;
•	insider trading;
•	protection and proper use of company assets; and
•	record keeping.

	Fees earned or	Option		All other
	paid in cash	awards		compensation	Total
Name	($)	($)	⁽¹⁾	($)	($)
Eric Aguiar, M.D.	63,626	205,430		—	269,056
Geoffrey S. Crouse	67,033	205,430		—	272,463
Christine M. Gorjanc	79,066	205,430		—	284,496
Kimber D. Lockhart	12,283	365,864		—	378,147
Chitra Nayak	43,516	205,430		—	248,946

Name		Number of shares
Eric Aguiar, M.D.		20,000
Geoffrey S. Crouse		72,500
Christine M. Gorjanc		75,000
Kimber D. Lockhart		18,000
Chitra Nayak		47,500

•	A change to the amount of initial and annual automatic equity grants to non-employee directors to fixed dollar values of $600,000 and $425,000, respectively, 75% of which shall be in the form of restricted stock units (“RSUs”) and 25% of which shall be in the form of stock options;
•	An increase in the annual cash compensation for each non-employee director from $40,000 to $50,000;
•	An increase in the compensation committee member annual fee from $6,000 to $7,500; and
•	An annual fee for our nonemployee chairman of $50,000 in cash and an annual equity grant to a fixed dollar value of $150,000, 75% of which shall be in the form of RSUs and 25% of which shall be in the form of stock options.

Name	Age	Position
Sean E. George, Ph.D.	47	President, Chief Executive Officer, Director and Co-Founder
Thomas R. Brida	50	General Counsel and Secretary
Shelly D. Guyer	60	Chief Financial Officer
Kenneth D. Knight	60	Chief Operating Officer
Robert L. Nussbaum, M.D.	71	Chief Medical Officer
Katherine A. Stueland	45	Chief Commercial Officer

Table of Contents

Compensation Discussion and Analysis	17
Executive Summary	18
Compensation Philosophy	22
Compensation Components	22
Fiscal 2020 Compensation	23
Compensation Governance Components	26
Compensation Process	26

Compensation Committee Report	28

•	the needs of our customers;
•	motivating our employees to serve our customers; and
•	our long-term stockholder value.

Platform		Added an industry-leading artificial-intelligence engine to our variant interpretation framework via the acquisition of Diploid to enable clinical diagnosis using exome and whole genome sequencing in minutes, enhancing our capabilities to provide rapid answers to patients while further reducing the cost of genetic testing at scale.
Menu		Expanded an oncology offering encompassing germline and somatic testing, liquid biopsy and tissue genomic profiling via the Invitae platform through the acquisition of ArcherDX. Added pharmacogenetic testing, and robust, integrated clinical decision support via the acquisition and integration of Genelex and YouScript.
Services		Signed 89 biopharma partnership deals in 2020, including 30 biopharma partnership deals in the fourth quarter.

	2020 ($)	2019 ($)	Year over Year Change
Revenue	279.6 million	216.8 million	29%
TSR⁽¹⁾			159%
CEO Total Direct Compensation			(29%	)
Base Salary	451,346	500,000
Reported Earned Bonus⁽²⁾	—	166,788
Option Grant Date Value	423,507	2,105,110
RSU Grant Date Value	2,096,950	—
PRSU Grant Date Value⁽²⁾	909,562	2,714,400
TOTAL⁽³⁾	3,881,365	5,486,298

(1)	TSR represents cumulative stock price appreciation during the fiscal year ended December 31, 2020.
(2)	The 2020 incentive award was paid solely in the form of PRSUs while the 2019 incentive award was paid in part in the form of a cash bonus and in part in the form of PRSUs.
(3)	The 2020 total reflects the grant date value of PRSUs. The adjusted total for 2020 assuming earned PRSUs is $5,207,398 based on the closing stock price on March 12, 2021 when the compensation committee certified the Company’s performance.

What We Do		What We Do Not Do
	Rigorous, objective performance goals		No “golden parachute” gross-ups
	Limited perquisites		No dividends paid on unvested shares
	Clawback policy covering cash incentives and stock awards		No options/SARs granted below fair market value
	Independent compensation consultant and compensation committee		No repricing of options without stockholder approval
	Annual risk assessment of compensation policies and programs		No excessive severance
			No guaranteed salary increases, bonuses, or long-term incentive awards

•	*Base Salary*: A market salary at competitive levels that sufficiently covers a fixed income component the employee can rely on. The fixed salary is set at a level that provides the ability to attract talent and promote long-term retention.
•	*Annual Incentive*: PRSUs are earned based on achieving goals set annually by management and the compensation committee. In 2020, the named executive officers were eligible for the shares based on achievement of certain operating targets.
•	*Time-Based Restricted Stock Unit Awards*: Long-term equity incentive earned based on continued employment over a period of three years.
•	*Option Awards*: A compensation tool that rewards our named executive officers with stock price appreciation. Option award compensation ensures retention of our named executive officers by using longer-term vesting periods.

	2020 One-Time RSUs
Name	RSU (#)
Sean E. George, Ph.D.		1,475
Shelly D. Guyer		1,253
Kenneth D. Knight		—
Thomas R. Brida		1,257
Katherine A. Stueland		1,253
Lee Bendekgey		1,253

	2020 Target Incentive Amounts
Name	PRSU (#)
Sean E. George, Ph.D.		56,250
Shelly D. Guyer		26,250
Kenneth D. Knight		—
Thomas R. Brida		26,250
Katherine A. Stueland		26,250
Lee Bendekgey		26,250

Annual Incentive Program Performance Goal		2020 Target		2020 Maximum Threshold		2020 Results
Cash Burn*		$200 million		$260 million		$230-$232 million

	2020 Incentive Plan Payouts
Name	PRSU (#)
Sean E. George, Ph.D.		53,437
Shelly D. Guyer		24,937
Kenneth D. Knight		—
Thomas R. Brida		24,937
Katherine A. Stueland		24,937
Lee Bendekgey		24,937

	2020 RSUs
Name	RSU (#)
Sean E. George, Ph.D.		126,550
Shelly D. Guyer		59,150
Kenneth D. Knight		325,000
Thomas R. Brida		59,150
Katherine A. Stueland		59,150
Lee Bendekgey		59,150

	2020 Options
Name	Option (#)
Sean E. George, Ph.D.		42,200
Shelly D. Guyer		19,600
Kenneth D. Knight		—
Thomas R. Brida		19,600
Katherine A. Stueland		19,600
Lee Bendekgey		19,600

•	*Insider Trading Policy*: This policy is distributed to all employees, directors and contractors. All employees, directors and contractors are prohibited from buying or selling during predetermined closed window periods. In addition, executive officers and directors are required to obtain pre-clearance from our General Counsel or Chief Financial Officer prior to making any trades or entering into any 10b5-1 trading plans. All directors and executive officers are required to enter into 10b5-1 plans.
•	*Hedging and Pledging*: All executive officers, directors, and employees are prohibited from hedging or pledging stock under our Insider Trading and Communications Policy. We made a one-time exception to our no-pledging policy for our Chief Executive Officer for residential construction costs.
•	*Claw-backs*: In April 2020, we adopted a policy pursuant to which compensation paid based on performance, including annual equity compensation, is subject to a robust “claw-back” policy. This policy enables the compensation committee, if it determines appropriate and subject to applicable laws, to seek reimbursement from executive officers of:

	•	the incremental portion of cash incentive awards paid to executive officers in excess of the awards that would have been paid based on the restated financial results; and
	•	the incremental share of our common stock settled for PRSUs in excess of the shares of our common stock that would have been settled for such PRSUs based on the restated financial results, or the value of such incremental shares to the extent an executive officer sells any incremental shares.

•	our executive compensation is benchmarked by our independent compensation consultant to our peers;
•	cash bonuses are capped;
•	our cash bonus plan preserves discretion to permit the compensation committee to elect not to pay otherwise achieved bonus amounts for any reason;
•	a meaningful component of compensation is equity grants with extended vesting periods designed to ensure that our executives value and focus on our long-term performance; and
•	executive compensation is subject to our robust “claw-back” policy.

Adaptive Biotechnologies Corp.	iRhythm Technologies, Inc.	NeoGenomics, Inc.
CareDx, Inc.	Luminex Corp.	Nevro Corp.
Denali Therapeutics, Inc.	Meridian Bioscience, Inc.	OPKO Health, Inc.
GenMark Diagnostics, Inc.	Myriad Genetics, Inc.	Quidel Corp.
Genomic Health, Inc.*	Nanostring Technologies, Inc.	Veracyte, Inc.
Guardant Health, Inc.	Natera, Inc.

•	Criterion for market capitalization: 33%-300% (approximately $2.7B-$24.1B) of our market capitalization.
•	Criterion for revenue: 25%-250% (approximately $58M-$583M) of our revenue.

10x Genomics*	BioMarin Pharmaceutical*	Natera, Inc.
ACADIA Pharmaceuticals*	CareDx, Inc.	Neogen*
Acceleron Pharma*	Exact Sciences*	Nevro Corp.
Adaptive Biotechnologies Corp.	Guardant Health, Inc.	Quidel Corp.
Alnylam Pharmaceuticals*	Horizon Therapeutics*	Sarepta Therapeutics*
Arrowhead Pharmaceuticals*	iRhythm Technologies, Inc.	Vir Biotechnology*

SEC Form DEF 14A filed by Invitae Corporation