Monica Bertagnolli
NateraAbout Monica Bertagnolli
Monica Bertagnolli, M.D., is an independent Class III director of Natera and rejoined the board in March 2025 after prior service from November 2020 to August 2022; her current term expires in 2027 . She is 66 and serves on the Nominating, Corporate Governance and Compliance Committee (NCGCC) . Education: BSE in Biochemical Engineering (Princeton), M.D. (University of Utah), and M.A. in the Science of Medicine (Harvard) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Institutes of Health (NIH) | Director | Nov 2023 – Jan 2025 | Led U.S. biomedical research agency |
| National Cancer Institute (NCI) | Director | Oct 2022 – Nov 2023 | Led NCI; resigned Natera board in Aug 2022 upon appointment |
| Harvard Medical School | Professor of Surgery (Surgical Oncology) | 1999 – 2022 | Academic leadership in oncology |
| Brigham and Women’s Hospital / Dana-Farber Cancer Institute | Associate Surgeon, Chief of Surgical Oncology Division | Chief 2007 – 2018; other roles 1999 – 2022 | Clinical oncology leadership |
| Alliance for Clinical Trials in Oncology Foundation | Group Chair and President | 2011 – 2022 | Oncology clinical trials governance |
| Alliance Foundation Trials, LLC | Chief Executive Officer | 2014 – 2022 | Led international oncology trial operations |
| American Society of Clinical Oncology (ASCO) | Chair, Board of Directors | 2020 – 2021 | Professional society leadership |
| American Cancer Society | Director | 2020 – 2022 | Non-profit board service |
| Prevent Cancer Foundation | Director | 2018 – 2022 | Non-profit board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Friends of Cancer Research | Director | Current | Non-profit governance in oncology |
| Private Biopharmaceutical Company | Scientific Advisory Board Member | Current | Scientific strategy advisory |
Board Governance
- Class III director; term expires in 2027; committee member of NCGCC (added March 6, 2025) .
- Independence: Board determined Dr. Bertagnolli is independent under Nasdaq rules; all three standing committees are fully independent .
- Committee mandates: NCGCC oversees nominations, board effectiveness, corporate governance, compliance/regulatory risk, and sustainability; held four meetings in 2024 .
- Board engagement: Board met five times in 2024; executive sessions of independent directors held at board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Role in place (Roelof Botha) to facilitate independent oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | $60,000 | Increased effective 2025 |
| NCGCC Member Cash Retainer | $7,500 | Per member (non-chair) |
| Meeting Fees | None disclosed | No per-meeting fees noted |
| Committee Chair Cash Retainers | $15,000 (NCGCC); $20,000 (HCC); $25,000 (Audit) | Chair roles only; Bertagnolli not a chair |
- Directors may elect to receive cash retainers in fully vested RSUs granted quarterly in arrears .
Performance Compensation
| Equity Element | Grant Value | Vesting/Terms |
|---|---|---|
| Initial RSU Award (upon appointment) | $425,000 | Vests in equal annual installments over 3 years; fully vests upon change in control |
| Annual RSU Award | $355,000 | Increased for 2025; vests fully after 12 months of continuous service |
| Equity Retainer for Lead Independent/Committee Chairs | $45,000 (RSUs) | Granted annually; 1/4 vests at grant, remainder vests quarterly over 9 months; applies only to lead independent/chairs |
| Annual Director Compensation Cap | $900,000 | Includes cash plus grant-date fair value; $1,250,000 cap in initial appointment year |
- Change-in-control: All director RSUs become fully vested if Natera undergoes a change in control before service ends .
- Clawback: Awards under the Equity Plan are subject to Natera’s clawback policy and applicable law .
Other Directorships & Interlocks
| Category | Current | Notes |
|---|---|---|
| Public Company Boards | None | “Other Public Company Boards” shows “-” for Bertagnolli |
| Non-Profit/Academic Boards | Friends of Cancer Research; prior ACS and Prevent Cancer Foundation | See Past Roles/External Roles |
| Potential Interlocks/Related Party | None identified | MyOme related-party transactions involve other Natera insiders; overseen by an independent board committee |
Expertise & Qualifications
- Leading oncology researcher and clinical leader; deep experience in surgical oncology and national biomedical leadership (NIH, NCI) .
- Governance and compliance oversight via NCGCC remit (board nominations, compliance/sustainability governance) .
- Technical and clinical credentials supporting Natera’s oncology strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Monica Bertagnolli | 0 | * | As of March 15, 2025; pending equity grants thereafter |
- Stock ownership guidelines: Non-employee directors must hold 5x the annual cash retainer (raised from 3x in Jan 2025); attainment expected within five years; hedging and pledging are prohibited .
Governance Assessment
- Board effectiveness: Adds high-caliber oncology and federal research leadership to NCGCC, strengthening oversight of compliance and sustainability—positive for investor confidence .
- Independence and structure: Fully independent committees, lead independent director, and regular executive sessions support robust governance practices .
- Compensation alignment: Director pay is oriented to long-term equity (RSUs) with clear vesting and change-in-control provisions; annual caps mitigate pay risk .
- Conflicts/related-party: No disclosed related-party transactions involving Bertagnolli; MyOme oversight by an independent committee reduces risk of insider conflicts .
- Watch items (not red flags): As of March 2025, beneficial ownership is zero—monitor equity grants and progress toward ownership guideline over the five-year compliance period .
RED FLAGS: None identified specific to Bertagnolli. No attendance issues disclosed; no related-party ties; no hedging/pledging and clawback protections in place .