NSTG NanoString Technologies Inc

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually on Wednesday, June 16, 2021 at 9:00 a.m. Pacific Daylight Time

TO THE HOLDERS OF COMMON STOCK

OF NANOSTRING TECHNOLOGIES, INC.:

The Annual Meeting of Stockholders of NanoString Technologies, Inc., a Delaware corporation, will be held as a virtual meeting via live webcast on the Internet on Wednesday, June 16, 2021, at 9:00 a.m. Pacific Daylight Time. You will be able to attend the meeting, vote and submit your questions via the Internet at www.virtualshareholdermeeting.com/NSTG2021. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting in person. The meeting will be held for the following purposes as more fully described in the accompanying Proxy Statement:

1. To elect as Class II directors the four nominees named in this proxy statement to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified;

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

3. To approve, on an advisory basis, the compensation of our named executive officers; and

4. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The board of directors of NanoString Technologies, Inc. has fixed the close of business on April 20, 2021 as the record date for the meeting. Only stockholders of record of our common stock on April 20, 2021 are entitled to notice of and to vote at the meeting. For ten days prior to the annual meeting, a complete list of stockholders of record entitled to vote at the annual meeting will be available for examination by any stockholder for any purpose relevant to the annual meeting. If you would like to view the list, please contact our Corporate Secretary, Kathy Surace-Smith, to schedule an appointment by calling (206) 378-6266 or writing to NanoString Technologies, Inc., 530 Fairview Avenue North, Seattle, Washington 98109, Attention: Corporate Secretary. The stockholder list will also be available online during the annual meeting at www.virtualshareholdermeeting.com/NSTG2021. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

On or about April 28, 2021 we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders. This Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. This proxy statement and our 2020 annual report can be accessed at the following Internet address: http://www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting of Stockholders, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of NanoString Technologies, Inc. and look forward to you joining our virtual meeting or receiving your proxy.

By order of the Board of Directors,

 

R. Bradley Gray

President and Chief Executive Officer

Seattle, Washington

April 28, 2021

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TABLE OF CONTENTS

Page
Questions about the Meeting			3
Attending the Annual Meeting			7
Election of Directors (Proposal No. 1)			8
Board of Directors and Corporate Governance			10
Ratification of Appointment of Independent Auditors (Proposal No. 2)			21
Advisory Vote on Compensation of Named Executive Officers (Proposal No. 3)			23
Report of the Audit Committee			24
Executive Officers			25
Executive Compensation			26
Security Ownership of Certain Beneficial Owners and Management			54
Securities Authorized for Issuance Under Equity Compensation Plans			57
Related Person Transactions			58
Other Matters			59

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NANOSTRING TECHNOLOGIES, INC.

530 Fairview Avenue North

Seattle, WA 98109

PROXY STATEMENT

FOR 2021 ANNUAL MEETING OF STOCKHOLDERS

to be held virtually on Wednesday, June 16, 2021 at 9:00 a.m. Pacific Daylight Time

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the annual meeting of stockholders (the “Annual Meeting”) to be held on June 16, 2021 and any postponements, adjournments or continuations thereof. The Annual Meeting will be held virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/NSTG2021, on June 16, 2021 at 9:00 a.m. Pacific Daylight Time. On or about April 28, 2021, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of certain information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You will be voting on: 

•the election, as Class II directors, of the four nominees named in this proxy statement to hold office until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified;

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

•an advisory vote on the compensation of our named executive officers; and

•any other business that may properly come before the meeting.

How does the board of directors recommend I vote on these proposals?

The board of directors recommends a vote: 

•FOR the four nominees named in this proxy statement for election as Class II directors (Proposal No. 1);

•FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal No. 2); and

•FOR the approval of our named executive officer compensation (Proposal No. 3).

Who is entitled to vote?

Holders of our common stock as of the close of business on April 20, 2021, the record date, may vote at the Annual Meeting. As of the record date, we had 45,208,662 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of common stock held on the record date. We do not have cumulative voting rights for the election of directors.

Registered Stockholders. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Annual Meeting.

Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares directly at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

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How do I vote?

There are four ways to vote: 

•by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time, on June 15, 2021 (have your proxy card in hand when you visit the website);

•by toll-free telephone at 1-800-690-6903 (have your proxy card in hand when you call), until 11:59 p.m. Eastern Time, on June 15, 2021;

•by completing and mailing your proxy card (if you received printed proxy materials); or

•by attending and voting virtually via the Internet during the Annual Meeting. If you desire to vote during the meeting, please follow the instructions for attending and voting during the Annual Meeting posted at www.virtualshareholdermeeting.com/NSTG2021. Beneficial owners must obtain a legal proxy from their broker, bank or other nominee to vote during the meeting. Follow the instructions from your broker, bank or other nominee included with the notice of internet availability of proxy materials, or contact your broker, bank or other nominee, to request a legal proxy. All votes must be received by the independent inspector before the polls close during the meeting.

Can I change my vote?

Yes. You can change your vote or revoke your proxy any time before the Annual Meeting by: 

•entering a new vote by Internet or by telephone;

•returning a later-dated proxy card;

•notifying the Corporate Secretary of NanoString Technologies, Inc., in writing, at the address listed on the front page; or

•attending and voting, virtually via the Internet, during the Annual Meeting. However, your attendance during the Annual Meeting will not automatically revoke your proxy unless you specifically so request. A stockholder’s last vote is the vote that will be counted.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy have been designated as proxies by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder. If no specific instructions are given, however, the shares will be voted:

•FOR the four nominees named in this proxy statement for election as Class II directors (Proposal No. 1);

•FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal No. 2); and

•FOR the approval of our named executive officer compensation (Proposal No. 3);

If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report to our stockholders, primarily via the Internet. On or about April 28, 2021, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting, and how to request printed copies of the proxy materials and annual report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

What is a quorum?

A quorum is the minimum number of shares required to be present at the annual meeting for the meeting to be properly held under our bylaws and Delaware law. The presence, virtually, in person or by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the meeting will constitute a quorum at the meeting. A proxy submitted

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by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted (“stockholder withholding”) with respect to a particular matter. Similarly, a broker may not be permitted to vote stock (“broker non-vote”) held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock. See “How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?” The shares subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum.

How many votes are needed for approval of each matter? 

•Proposal No. 1: The election of directors requires a plurality vote of the shares of common stock voted at the meeting. “Plurality” means that the individuals who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of a stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election.

•Proposal No. 2: The ratification of the appointment of Ernst & Young LLP must receive the affirmative vote of a majority of the shares present virtually in person or by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal.

•Proposal No. 3: The say-on-pay approval of our named executive officer compensation must receive the affirmative vote of a majority of the shares present virtually in person or by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus, will have the same effect as votes “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this vote is advisory only, it will not be binding on us or on our board of directors. Our board of directors and our compensation committee will consider the outcome of the vote when determining the named executive officer compensation.

How are proxies solicited for the Annual Meeting?

The board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to you if a broker or other nominee holds your shares.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter — the proposal to ratify the appointment of Ernst & Young LLP. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent directions from you (and failure to provide instructions on these matters will result in a “broker non-vote”).

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that NanoString Technologies, Inc. only send a single copy, of the Notice and, if applicable, the proxy materials, stockholders may contact us as follows:

NanoString Technologies, Inc.

Attention: Investor Relations

530 Fairview Avenue North

Seattle, WA 98109

(888) 358-NANO (6266)

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Stockholders who hold shares in street name should contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2022 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 29, 2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

NanoString Technologies, Inc.

Attention: Corporate Secretary

530 Fairview Avenue North

Seattle, WA 98109

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the meeting by or at the direction of our board of directors, or (iii) properly brought before the meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for our 2022 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices: 

•not earlier than February 12, 2022; and

•not later than the close of business on March 14, 2022.

In the event that we hold our 2022 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the 2021 annual meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates: 

•the 90th day prior to such annual meeting; or

•the 10th day following the day on which public announcement of the date of such meeting is first made.

If, after complying with the provisions above, a stockholder, or such stockholder’s qualified representative, does not attend the annual meeting to present the stockholder’s proposal, we are not required to present the proposal for a vote at such meeting.

Recommendations and Nominations of Director Candidates

You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to the Corporate Secretary of NanoString Technologies, Inc. at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance — Stockholder Recommendations and Nominations for the Board of Directors.”

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement.

Availability of Bylaws

A copy of our bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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What do I need to be able to attend the Annual Meeting online?

The Annual Meeting will be held virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/NSTG2021 on June 16, 2021, at 9:00 a.m. Pacific Daylight Time. In order to vote or submit a question during the Annual Meeting, you will need to follow the instructions posted at www.proxyvote.com and www.virtualshareholdermeeting.com/NSTG2021 and will need the control number included on your Notice or proxy card. If you do not have a control number, you will be able to listen to the meeting only and you will not be able to vote or submit your questions during the meeting.

The Annual Meeting webcast will begin promptly at 9:00 a.m. Pacific Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Daylight Time, and you should allow ample time for the check-in procedures.

Why is this Annual Meeting being held virtually?

We are continuously exploring technologies and services that will best permit our stockholders to engage with us from any location around the world and exercise their vote, and we have decided to conduct the Annual Meeting on a virtual basis because we believe it will be more beneficial than holding a live meeting. We are excited to embrace the latest technology to provide ease of access and real-time communication, while reducing the environmental impact and costs associated with an in-person meeting. We believe that by hosting our Annual Meeting virtually, our stockholders will be provided the same rights and opportunities to participate as they would at an in-person meeting, while offering a greater level of flexibility for many of our stockholders who may not be able to attend an annual meeting of stockholders in person, particularly in light of the current COVID-19 pandemic and related restrictions and guidance on public gatherings.

Stockholders of record and street name stockholders with a legal proxy from their broker, bank, or other nominee will be able to attend the Annual Meeting by www.virtualshareholdermeeting.com/NSTG2021, which will allow such stockholders to submit questions before and during the Annual Meeting and vote shares electronically prior to or during the meeting. We believe our stockholders’ increased opportunity to participate in the Annual Meeting virtually should alleviate any concerns about disenfranchisement of our stockholder base as a result of our decision not to hold the Annual Meeting in person.

How can I submit a question before or during the Annual Meeting?    

If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/NSTG2021, type your question into the “Ask a Question” field, and click “Submit”. Stockholders are permitted to submit questions before and during the Annual Meeting via the virtual meeting website, with a limit of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders will be answered. Our virtual meeting website will also contain instructions for accessing technical support to assist in the event a stockholder encounters any difficulties accessing the virtual meeting. The questions received during the meeting and our answers will be available as soon as practicable after the Annual Meeting at www.virtualshareholdermeeting.com/NSTG2021. The questions and answers will remain available at www.virtualshareholdermeeting.com/NSTG2021 for one year after posting.

What if I have technical difficulties or trouble accessing the Annual Meeting?

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/NSTG2021. Technical support will be available starting at 8:45 a.m. Pacific Time on June 16, 2021 and will remain available until the Annual Meeting has ended.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our business affairs are managed under the direction of our board of directors, which is currently composed of ten members. Nine of our directors are “independent” under the Nasdaq Stock Market listing standards. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

The following table sets forth the names and certain other information for the nominee for election as a director and for each of the other members of the board of directors as of April 20, 2021.

Nominees			Class						Age						Position/Committee						Director Since						Current Term Expires						Expiration of Term For Which Nominated
Elisha W. Finney			II						59						Director Audit Committee Chair						2017						2021						2024
Gregory Norden			II						63						Director Compensation Committee Chair						2012						2021						2024
Janet George			II						54						Director Audit Committee Member						2021						2021						2024
Charles P. Waite			II						65						Director  Nominating and Corporate Governance Committee Chair Audit Committee Member						2004						2021						2024
Continuing Directors
Don R. Kania, Ph.D.			III						66						Director Audit Committee Member						2019						2022						-
Dana Rollison, Ph.D.			III						45						Director Nominating and Corporate Governance Committee Member						2021						2022						-
William D. Young			III						76						Chairman of the Board Compensation Committee Member Nominating and Corporate Governance Committee Member						2010						2022						-
R. Bradley Gray			I						44						Director, President and Chief Executive Officer						2010						2023						-
Robert M. Hershberg, M.D., Ph.D.			I						58						Director Nominating and Corporate Governance Committee Member						2015						2023						-
Kirk D. Malloy, Ph.D.			I						54						Director Compensation Committee Member						2016						2023						-

 

Nominees for Director

Elisha W. Finney has served as a member of the board of directors and as a member of the audit committee since May 2017 and was appointed chair of the Audit Committee in April 2019. Ms. Finney retired in May 2017 from her position as the Executive Vice President and Chief Financial Officer of Varian Medical Systems (NYSE: VAR), a publicly traded developer of cancer care solutions. At Varian, her management responsibilities included corporate accounting, corporate communications and investor relations, internal audit, risk management, tax and treasury, and corporate information systems. Ms. Finney was

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named vice president, finance and Chief Financial Officer of Varian Medical Systems in April 1999, Senior Vice President and Chief Financial Officer in 2005 and Executive Vice President and Chief Financial Officer in 2012. She joined Varian as risk manager in 1988. Prior to joining Varian, Ms. Finney was with the Fox Group, a property management company in Foster City, California and Beatrice Foods in Chicago, Illinois. She holds a BBA degree in risk management and insurance from the University of Georgia as well as an MBA degree from Golden Gate University in San Francisco. Ms. Finney currently serves on the board of directors at ICU Medical, Inc. (Nasdaq: ICUI), a publicly traded infusion-therapy company, iRobot Corporation (Nasdaq: IRBT), a publicly traded maker of consumer robots, and METTLER-TOLEDO International Inc. (NYSE: MTD), a publicly-traded maker and marketer of precision instruments for use in laboratory, industrial and food retailing applications, and she previously served as a board member at CUTERA, Inc. (Nasdaq: CUTR), Altera Corporation, Thoratec and Laserscope. We believe that Ms. Finney is qualified to serve as a director of NanoString because of her more than 25 years of financial and life science expertise.

Gregory Norden has served as a member of the board of directors since July 2012, as a member of the compensation committee since April 2015 and as chair of the compensation committee since April 2019. Mr. Norden previously served as a member of the audit committee from July 2012 to October 2020. Mr. Norden is the Managing Director of G9 Capital Group, LLC, which invests in early stage ventures and provides corporate finance advisory services. From 1989 to 2010, Mr. Norden held various senior positions at Wyeth, most recently as Wyeth’s Chief Financial Officer. Prior to his affiliation with Wyeth, Mr. Norden served as Audit Manager at Arthur Andersen & Company. Mr. Norden also serves on the boards of directors of Praxis (Nasdaq: PRAX), a clinical stage biopharmaceutical company, Royalty Pharma (Nasdaq: RPRX), a leading funder of innovation across the biopharmaceutical industry, and Zoetis (NYSE: ZTS), a leading animal health company. Mr. Norden is a former director of Human Genome Sciences, Univision, and WelchAllyn. Mr. Norden received a B.S. in Management/Economics from the State University of New York - Plattsburgh and a M.S. in Accounting from LIU Post. We believe that Mr. Norden’s qualifications to serve on the board of directors include his extensive financial and accounting expertise and experience at Wyeth and Arthur Andersen & Company and his significant experience in the biopharmaceutical industry.    

Janet George has served as a member of the board of directors since March 2021 and as a member of the audit committee since March 2021. Since September 2019, Ms. George has served as Group Vice President of Autonomous Enterprise, Advanced Analytics with Machine Learning, and Artificial Intelligence at Oracle. Ms. George is a seasoned technical leader with over 15 years of experience leading dynamic, high-performing global teams with a sharp focus on execution and successful industrial-scale software delivery and implementation. Before Oracle, Ms. George served as chief data and AI officer and fellow at Western Digital from December 2014 to September 2019. Additionally, Ms. George has held leadership roles in engineering at numerous leading technology companies, including SanDisk, Accenture Technology Labs, Yahoo, eBay, and Apple. Ms. George is actively engaged with Stanford University and UC Berkeley California to advance the frontiers of the brain, computation, and technology in the intersection of computer science and neuroscience. She earned an advanced master’s degree in computer science from Kerala University, her bachelor’s degree from Pune University, and is a board member for IEEE, the world’s largest technical professional organization. We believe that Ms. George’s extensive experience in the use of data science in business and in launching software products qualify her to serve as a director.

Charles P. Waite has served as a member of the board of directors since July 2004, as a member of the audit committee and nominating and corporate governance committee since June 2009, and as a member of the compensation committee from June 2009 to April 2017; he currently serves as chairman of the nominating and corporate governance committee. He has been a General Partner of OVP Venture Partners II and a Vice President of Northwest Venture Services Corp. since 1987, a General Partner of OVP Venture Partners III since 1994, a General Partner of OVP Venture Partners IV since 1997, a General Partner of OVP Venture Partners V since 2000, a General Partner of OVP Venture Partners VI since 2001, and a General Partner of OVP Venture Partners VII since 2007, all of which are venture capital firms. Prior to joining OVP, Mr. Waite was a General Partner at Hambrecht & Quist Venture Partners from 1984 to 1988, where he focused on investments in information technology and life sciences. He is a former director of Complete Genomics, a publicly traded DNA sequencing platform developer (acquired by BGI-Shenzen in March 2013), and currently serves on the board of directors of six private companies. Mr. Waite received an A.B. in history from Kenyon College and an M.B.A. from Harvard University. We believe that Mr. Waite’s significant operational and leadership experience as a venture capital investor who sits on a number of boards qualify him to serve as a director. Mr. Waite’s investment focus on life sciences companies also provides substantial expertise in our industry.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE NOMINEES NAMED ABOVE.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Continuing Directors

Directors Continuing in Office Until the 2022 Annual Meeting of Stockholders

Don R. Kania, Ph.D. has served as a member of the board of directors and as a member of the audit committee since October 2019. From 2006 to 2016, Dr. Kania served as Chief Executive Officer and President of FEI Company until its acquisition by Thermo Fisher Scientific Inc. Dr. Kania also held various positions at Veeco Instruments Inc. He joined as Chief Technology Officer in 1998, was named General Manager in 1999, Group President in 2003, President in 2004, and President and Chief Operating Officer in 2006. Prior to that he held technical and general management positions of increasing responsibility at Lawrence Livermore National Laboratory from 1993 to 1998 and Los Alamos National Laboratory from 1987 to 1991. From 1991 to 1993, he was Research Director at Crystallume, a manufacturer of thin film diamond coatings. Dr. Kania currently serves on the board of directors of Intuitive Surgical (Nasdaq: ISRG), a publicly traded corporation that develops robotics for use in surgery. Dr. Kania also serves on the board of Lumicks BV, a life sciences tools company. He also served on the board and audit committee of American Science and Engineering Inc. (ASEI), a leading manufacturer of X-ray imaging equipment until its sale in 2016. Dr. Kania also provides consulting and advisory services to a number of privately held life sciences companies. He holds B.S., M.S. and Ph.D. degrees in physics and engineering from the University of Michigan. We believe that Dr. Kania’s demonstrated leadership as a chief executive officer of a public life science company qualifies him to serve as a director.

Dana Rollison, Ph.D. has served as a member of the board of directors since March 2021 and as a member of the nominating and corporate governance committee since March 2021. Dr. Rollison is Vice President, Chief Data Officer for the Moffitt Cancer Center, the only National Cancer Institute (NCI) designated comprehensive cancer center in the state of Florida, appointed to this role in April 2010, and is responsible for setting executive vision for Moffitt’s enterprise-wide data warehouse and analytics strategy to support translational research, clinical pathways, accountable care analytics, data sharing partnerships and the practice of personalized medicine. Additionally Dr. Rollison has led Moffitt’s Quantitative Science Division as Associate Center Director of Data Science, promoting the development of novel analytic approaches in cutting-edge research spanning the cancer continuum, since August 2017. Dr. Rollison has been a faculty member at Moffitt since 2004. Her research focuses on the application of data science techniques to cancer surveillance and epidemiologic studies of cutaneous viral infections, environmental exposures, and immune function. Dr. Rollison earned her undergraduate degree in biology with honors from the University of Miami and completed her Sc.M., Ph.D., and postdoctoral training in cancer epidemiology at Johns Hopkins University, Baltimore. We believe that Dr. Rollison’s expertise in the application of data science techniques to cancer research and her experience as an executive of a leading cancer research center qualifies her to serve as a director.

William D. Young has served as the chairman of the board of directors since January 2010 and as a member of the audit committee from November 2011 to April 2019 and nominating and corporate governance committee since September 2013. Mr. Young was appointed as a member of the compensation committee in April 2019. Mr. Young is a Senior Advisor at Blackstone Life Sciences since November 2018, following Blackstone’s acquisition of Clarus Ventures. Prior to Blackstone he was a Venture Partner at Clarus Ventures, a health care and life sciences venture capital firm, which he joined in March 2010. Prior to joining Clarus Ventures, Mr. Young served from 1999 until June 2009 as chairman of the board of directors and Chief Executive Officer of Monogram Biosciences, a biotechnology company acquired by Laboratory Corporation of America in June 2009. From 1980 to 1999 Mr. Young was employed at Genentech, a biotechnology company acquired by Roche in March 2009, most recently as Chief Operating Officer from 1997 to 1999, where he was responsible for all Product Development, Manufacturing and Commercial functions. Mr. Young joined Genentech in 1980 as Director of Manufacturing and Process Sciences and became Vice President in 1983. Prior to joining Genentech, Mr. Young worked at Eli Lilly & Co. for 14 years and held various positions in production and process engineering, antibiotic process development and production management. Mr. Young is a member of the boards of directors of Vertex Pharmaceuticals and Theravance Biopharma where he is the lead independent director. Mr. Young retired from BioMarin Pharmaceutical’s board of directors in November 2015 and from Biogen Inc.’s board of directors in June 2014. Mr. Young received his M.B.A. from Indiana University and his B.S. in chemical engineering from Purdue University, and an honorary doctorate of engineering from Purdue University. Mr. Young was elected to The National Academy of Engineering in 1993 for his contributions to biotechnology. We believe that Mr. Young’s demonstrated leadership in his field, his understanding of the industry and his senior management experience in several companies in our industry qualify him to serve as the chairman of the board of directors.

Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

R. Bradley Gray has served as a member of the board of directors and as President and Chief Executive Officer since June 2010. Prior to joining our company, Mr. Gray held various positions at Genzyme, a biotechnology company acquired by Sanofi in 2011. He served as Vice President of Product & Business Development for Genzyme Genetics, the diagnostic services division of Genzyme, from June 2008 to May 2010, leading the development of molecular diagnostics and partnering activities.

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From September 2006 to June 2008, he served as Vice President of Business & Strategic Development for Genzyme Genetics, leading growth efforts through partnerships and licensing. Mr. Gray joined Genzyme in October 2004 as Director of Corporate Development, supporting business development and leading Genzyme Ventures, the corporate venture capital fund of Genzyme. Prior to joining Genzyme, Mr. Gray was a management consultant in the healthcare practice of McKinsey & Company, a global management consulting firm, from September 2000 to October 2004, where he worked with senior healthcare executives in the United States and Europe on a broad range of issues including pharmaceutical and diagnostic product strategy, post-merger integration, organization design, and operational turnarounds. Mr. Gray received a B.A. in Economics and Management from Oxford University, where he studied as a British Marshall Scholar, and an S.B. in Chemical Engineering from the Massachusetts Institute of Technology. We believe that Mr. Gray possesses specific attributes that qualify him to serve as a director, including the perspective and experience he brings as Chief Executive Officer and his knowledge of molecular diagnostic development and commercialization.

Robert M. Hershberg, M.D., Ph.D. has served as a member of the board of directors and as a member of the nominating and corporate governance committee since March 2015. Since March 2020, Dr. Hershberg, has been a Venture Partner at Frazier Healthcare Partners, a venture capital firm focused exclusively on biotechnology investments. From March 2017 until the acquisition of Celgene by Bristol-Myers Squibb in November 2019, Dr. Hershberg served as Executive Vice President of Business Development and Global Alliances of Celgene Corporation, a publicly traded biopharmaceutical company, where he was a member of the Executive Committee and was responsible for all business development related activities across the company and management of business alliances. From January 2016 to March 2017, Dr. Hershberg served as the Chief Scientific Officer, where he was responsible for overseeing Celgene’s scientific platforms, discovery capabilities and early clinical development, and from July 2014 to January 2016, he served as Senior Vice-President of Immuno-Oncology at Celgene, where he led Celgene’s research and early development efforts across its immuno-oncology portfolio. From 2011 to 2017, Dr. Hershberg was President and Chief Executive Officer of VentiRx Pharmaceuticals, a clinical stage biopharmaceutical company, which he co-founded in 2006; from 2006 to 2011 he also served as its Executive Vice President and Chief Medical Officer. Prior to co-founding VentiRx, Dr. Hershberg served as Senior Vice President and Chief Medical Officer at Dendreon Corporation, a biotechnology company, where he led the clinical, regulatory and biometrics groups, focusing on the development of Provenge® in metastatic prostate cancer. From 2001 to 2003, Dr. Hershberg was the Vice President of Medical Genetics at Corixa, a pharmaceutical company (acquired by GlaxoSmithKline in 2005). Earlier in his career, Dr. Hershberg served as an Assistant Professor at Harvard Medical School and an Associate Physician at the Brigham and Women’s Hospital in Boston, Massachusetts. Dr. Hershberg holds a clinical faculty position at the University of Washington School of Medicine and is a member of the scientific advisory board of the Institute for Protein Design at the University of Washington. He is an independent member of the board of directors of Adaptive Biotechnologies Corporation (Nasdaq: ADPT), Fate Therapeutics, Inc. (Nasdaq: FATE), Recursion Pharmaceuticals (Nasdaq: RXRX), and Silverback Therapeutics (Nasdaq: SBTX). He completed his undergraduate degree in molecular biology and M.D. at UCLA, and his Ph.D. in biology at the Salk Institute. We believe Dr. Hershberg is qualified to serve as a director of NanoString because of his extensive experience as a senior executive officer at multiple biotechnology companies.

Kirk D. Malloy, Ph.D. has served as a member of the board of directors since September 2016 and as a member of the compensation committee since May 2017. Dr. Malloy is currently founder and principal at BioAdvisors, LLC, where he provides strategic consulting services to life science, diagnostics, and genomics companies. Dr. Malloy served as founder and Chief Executive Officer of Verogen, Inc., from August 2017 to August 2018 after founding the company and securing initial funding. Prior to founding BioAdvisors in April 2016, he was at Illumina, Inc. from 2002 to 2016, most recently as Senior Vice President and General Manager of Life Sciences and Applied Markets from January 2014 to April 2016. From May 2005 to December 2013 he served as Vice President of Global Customer Solutions; he was also Vice President of Global Quality from December 2005 to May 2007. Dr. Malloy joined Illumina in 2002 as Senior Director of Global Customer Solutions. Before Illumina, he held various commercial leadership positions at Biosite Diagnostics and QIAGEN Inc. Dr. Malloy previously served as Chairman of the Board for Organovo (Nasdaq: ONVO), a publicly traded company that designs and creates functional, three-dimensional human tissues for use in medical research and therapeutic applications. He also serves as a director for several private genomics tools companies. Dr. Malloy earned his B.S. in Biology from the University of Miami, and his M.S. and Ph.D. from the University of Delaware and held post-doctoral and instructor positions at Boston University and Northeastern University. We believe Dr. Malloy is qualified to serve as a director of NanoString because of his extensive experience with more than 20 years of commercial leadership in life science tools, applied markets, and molecular diagnostics.

Director Independence

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the board of directors has determined that none of Messrs. Young, Waite and Norden, Mss. Finney and George, and Drs.

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Hershberg, Kania, Malloy, and Rollison, representing nine of our ten directors, has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the rules of The Nasdaq Stock Market. The board of directors also determined that the members of our audit committee, Mss. Finney and George, Dr. Kania and Mr. Waite, the members of our compensation committee, Dr. Malloy and Messrs. Norden and Young, and the members of our nominating and corporate governance committee, Drs. Hershberg and Rollison and Messrs. Waite and Young, satisfy the independence standards for those committees established by applicable SEC rules and the rules of The Nasdaq Stock Market.

Leadership Structure

Mr. Young serves as the Chairman of the Board, and Mr. Gray serves as President and Chief Executive Officer of the Company. The roles of Chief Executive Officer and Chairman of the Board are currently separated in recognition of the differences between the two roles. We believe that it is in the best interests of our stockholders for the Board to make a determination regarding the separation or combination of these roles each time it elects a new Chairman or appoints a Chief Executive Officer, based on the relevant facts and circumstances applicable at such time. The Board believes it is in the best interests of the Company to continue to maintain an independent Chairman to allow Mr. Gray to focus on his primary responsibility for the operational leadership and strategic direction of the Company. Our corporate governance guidelines provide that if our board of directors does not have an independent chairperson, the board of directors will appoint a lead independent director.

Board Meetings and Committees

During the year ended December 31, 2020, the board of directors held eight meetings (including regularly scheduled and special meetings) and no incumbent director attended fewer than 75% of the total number of meetings of the board of directors and the committees of which he or she was a member.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, directors to attend. All eight of our then-serving directors attended our 2020 annual meeting of stockholders.

Our board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

The current members of our audit committee are Ms. Finney (chair), Dr. Kania, Ms. George and Mr. Waite. The composition of our audit committee meets the requirements for independence under current Nasdaq Stock Market listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the Nasdaq Stock Market listing standards. Our board of directors has determined that each of Ms. Finney and Dr. Kania are audit committee financial experts, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the rules of The Nasdaq Stock Market.

Our audit committee oversees our corporate accounting and financial reporting process and assists the board of directors in monitoring our financial systems. Our audit committee will also:

•approve the hiring, discharging and compensation of our independent auditors;

•oversee the work of our independent auditors;

•approve engagements of the independent auditors to render any audit or permissible non-audit services;

•review the qualifications, independence and performance of the independent auditors;

•review financial statements, critical accounting policies and estimates;

•review the adequacy and effectiveness of our internal controls; and

•review and discuss with management and the independent auditors the results of our annual audit, our quarterly financial statements and our publicly filed reports.

The audit committee held eight meetings in 2020. The audit committee operates under a written charter that was adopted by our board of directors and satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the Audit Committee Charter is available on our website at https://investors.nanostring.com/governance/governance-documents.

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Compensation Committee

The current members of our compensation committee are Mr. Norden (chair), Dr. Malloy, and Mr. Young. The composition of our compensation committee meets the requirements for independence under current Nasdaq Stock Market listing standards and SEC rules and regulations. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our compensation committee oversees our compensation policies, plans and benefits programs. The compensation committee will also: 

•review and approve or recommend policies relating to compensation and benefits of our officers and employees and our nonemployee directors;

•review and approve corporate goals and objectives relevant to compensation of our chief executive officer and other senior officers;

•evaluate the performance of our officers in light of established goals and objectives;

•oversee succession planning for officers and other members of the senior leadership team;

•approve compensation of our officers based on its evaluations; and

•administer the issuance of stock options, restricted stock units and other equity-based awards under our equity plans.

During 2020, our compensation committee met nine times. The compensation committee operates under a written charter that was adopted by our board of directors and satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the Compensation Committee Charter is available on our website at https://investors.nanostring.com/governance/governance-documents. In April 2020, the board of directors approved the amendment of the compensation committee’s charter to include as one of the committee’s responsibilities the review and recommendation of policies relating to the compensation of our non-employee directors, which had previously been the responsibility of the nominating and corporate governance committee. The board of directors believes that consolidating all compensation decisions in one committee will streamline the committee’s processes and result in better alignment of executive officer and board member compensation policies.

Pursuant to its charter, the compensation committee may form subcommittees and delegate to such subcommittees any power and authority the compensation committee deems appropriate, excluding any power or authority required by law, regulation or listing standard to be exercised by the compensation committee as a whole. The compensation committee has delegated limited authority to the employee equity grant committee, consisting of three members of senior management, to make certain equity grants to new hires and employees. This committee was historically authorized to make stock option grants and restricted stock unit grants to new employees who are not officers and merit-based one-time extraordinary awards of stock options and restricted stock units to existing employees who are not officers. In March 2020, the employee equity grant committee’s charter was revised such that the committee is authorized to make restricted stock unit grants to new employees who are not officers and merit-based one-time extraordinary awards of restricted stock units to existing employees who are not officers and is no longer authorized to make stock option grants. These restricted stock unit grants are subject to pre-determined ranges for employees at different levels of seniority and vesting schedules as set forth in the committee’s charter approved by the compensation committee. The amount of stock that can be used for such grants is subject to an annual limit, which may be adjusted annually by the compensation committee.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Mr. Waite (chair), Drs. Hershberg and Rollison, and Mr. Young. The composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq Stock Market listing standards and SEC rules and regulations.

Our nominating and corporate governance committee oversees and assists the board of directors in reviewing and recommending nominees for election as directors. The nominating and corporate governance committee will also: 

•evaluate and make recommendations regarding the organization and governance of the board of directors and its committees;

•assess the performance of members of the board of directors and make recommendations regarding committee and chair assignments;

•recommend desired qualifications for board of directors membership and conduct searches for potential members of the board of directors; and

•review and make recommendations with regard to our corporate governance guidelines.

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During 2020, our nominating and corporate governance committee met three times. The nominating and corporate governance committee operates under a written charter that was adopted by our board of directors and satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market. In April 2020, the board of directors approved the amendment of the nominating and corporate governance committee’s charter to remove as one of the committee’s responsibilities the review and recommendation of policies relating to the compensation of our non-employee directors, and moved such responsibility to the compensation committee. The board of directors believes that consolidating all compensation decisions in one committee will streamline the committee’s processes and result in better alignment of executive officer and board member compensation policies. A copy of the Nominating and Corporate Governance Committee Charter is available on our website at https://investors.nanostring.com/governance/governance-documents.

Compensation Risk Analysis

Our compensation committee reviews and discusses with management the risks arising from our executive compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. In addition, our compensation committee engaged Aon (previously known as Radford) in 2020 to independently conduct a risk assessment of our executive compensation program. Based on those reviews, the compensation committee structures our executive compensation program to encourage our NEOs to focus on both long-term and short-term success. We do not believe that our executive compensation program creates risks that are reasonably likely to have a material adverse effect on us.

Compensation Committee Interlocks and Insider Participation

During 2020 and as of April 20, 2021, the members of our compensation committee are Dr. Malloy and Messrs. Norden and Young. None of the members of our compensation committee is or has been an officer or employee of us. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

The nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business and other commitments. Other than the foregoing, there are no stated minimum criteria for director nominees.

Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. In 2020, the nominating and corporate governance committee prioritized the appointment of one or more directors with expertise in data science and artificial intelligence, areas of expertise which are becoming increasingly important to our spatial biology business. As part of that search, the committee retained a search firm and directed the firm to present a diverse candidate pool and prioritized the interviewing of diverse candidates. In March 2021, the board appointed Ms. George and Dr. Rollison to the board, bringing the total number of female directors on the board to three out of ten. Ten percent of our board identifies as belonging to one or more under-represented minority groups.

Annual Board Evaluations

The board conducts an annual evaluation of its performance based in part on annual self-assessments completed by the board members. The chairperson of the board, together with our Senior Vice President of Human Resources and Legal Affairs, conducts in-depth interviews with each board member to evaluate the board’s composition, culture, processes, and relationship with management as well as each board member’s view of his or her knowledge and understanding of our business and contributions to board deliberations. Each board member is also asked to identify areas where the board as a group and the board member individually could improve performance. Members of the board committees engage in assessing their respective committee’s performance during that year. These assessments are then aggregated and presented to the board and committees, who then determine what specific actions should be taken in response to this input.

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Stockholder Recommendations and Nominations for the Board of Directors

The nominating and corporate governance committee will consider candidates for directors recommended by stockholders so long as such recommendations comply with the certificate of incorporation and bylaws of our company and applicable laws, rules and regulations, including those promulgated by the SEC. The committee will evaluate such recommendations in accordance with its charter, our bylaws and the regular nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders wishing to recommend a candidate should contact our Corporate Secretary in writing. Such recommendations must include the nominee’s name and qualifications for membership on our board of directors. The committee has discretion to decide which individuals to recommend for nomination as directors.

A stockholder of record can nominate a candidate directly for election to the board of directors by complying with the procedures in Section 2.4(ii) of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to NanoString Technologies, Inc., Attention: Corporate Secretary, 530 Fairview Avenue North, Seattle, WA 98109. For our 2022 annual meeting of stockholders, notice must be received by us no earlier than February 12, 2022, and no later than March 14, 2022. The notice must state the information required by Section 2.4(ii)(b) of our bylaws and otherwise must comply with applicable federal and state law.

Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with a non-management member of the board of directors may do so by writing to such director, and mailing the correspondence to: NanoString Technologies, Inc., Attention: Corporate Secretary, 530 Fairview Avenue North, Seattle, WA 98109. All such stockholder communications will be forwarded to the appropriate committee of the board or non-management director.

Corporate Governance Principles and Code of Business Conduct and Code of Ethics

Our board of directors has adopted Corporate Governance Principles. These principles address, among other items, the responsibilities of our directors, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In April 2020, the board of directors revised the Corporate Governance Principles to give the Compensation Committee responsibility for oversight of non-employee board member compensation which had previously been overseen by the nominating and corporate governance committee. It also approved the amendment of the charters of the compensation committee and of the nominating and corporate governance committee to enable this change. The board of directors believes that consolidating all compensation decisions in one committee will streamline the committee’s processes and result in better alignment of executive officer and board member compensation policies.

In addition, our board of directors has adopted a Code of Business Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The board of directors also has adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and other senior financial officers. The full text of our Corporate Governance Principles, Code of Business Conduct and Code of Ethics is posted on the Corporate Governance portion of our website at https://investors.nanostring.com/governance/governance-documents. We will post amendments to our Corporate Governance Principles, Code of Business Conduct and Code of Ethics or waivers of the same for directors and executive officers on the same website.

Risk Management

The board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including market and technology risks, credit risks, cybersecurity, liquidity risks, ESG-related risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with corporate governance, the independence of the board of directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through discussions with committee members about such risks. Beginning in 2020, this included assessing the risks that the COVID-19 pandemic posed to the operational and financial performance. The board of directors believes that its leadership structure is consistent with the administration of its risk oversight function.

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Environmental, Social and Governance (ESG)

ESG Strategy

Our ESG strategy is focused on areas that are material to our business and clearly connected to our business strategy. We expect our ESG strategy to evolve over the next several years as we determine the appropriate framework for our disclosures and appropriate metrics to measure our actions. Our board has oversight of our overall ESG program, with our compensation committee ensuring that our ESG goals are incorporated into our executive compensation programs and our nominating and corporate governance overseeing our interactions regarding ESG risks and opportunities with proxy advisory services and stockholders.

The hiring, engagement and retention of a skilled workforce is particularly important in the highly competitive scientific fields in which we operate. Throughout the pandemic, we have been focused on the well-being, engagement and retention of our employees. In addition, we prioritize the development and manufacturing of safe, sustainable and reliable products through investments in quality initiatives throughout the company.

Mission

Our employees are guided by our mission to map the universe of biology. Our core values of grit, authenticity, ambition, ingenuity and commitment to customers serve to guide us on our path toward achieving our mission. Our core values set the foundation for our attitudes and actions, including how we conduct our business, how we interact with each other and our customers and how we evaluate employee performance.

Talent Acquisition and Development and Employee Engagement

Our employees play a key role in our ability to serve our customers and achieve our mission and we strive to attract, empower and retain high quality talent that is inspired, diverse and driven. To attract and retain top talent, we strive to create opportunities for our employees to grow and develop in their careers and ensure they are supported by competitive salaries and a comprehensive benefits program.

We believe employee career development is an investment in our employees’ skills and our future. We offer career development opportunities to eligible employees, including educational reimbursement, onsite training to enhance job-related skills, management development programs and opportunities to attend job related conferences and seminars. Additionally, we have an employee review program which evaluates employee performance across all areas in the organization and is designed to support our employees’ career and personal development, which ultimately contributes to achieving our mission.

We believe it is important to encourage open and direct communication at all levels in our organization and we implement employee experience and feedback surveys in an effort to understand whether our human capital policies are effective and where we can improve.

Compensation and Benefits

We believe we provide competitive and comprehensive financial compensation and benefits for our employees and that our programs are designed to meet our employees’ needs. In addition to salaries, these programs (which may vary by country or region) include, for eligible employees, new employee equity grants, additional discretionary equity awards, discretionary merit-based annual bonuses, a voluntary employee stock purchase program, a 401(k) plan with partial employer matching contributions, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, employee assistance programs, an educational reimbursement program and health and wellness programs. All of our U.S, based full time employees receive new employee equity grants and additional annual discretionary equity awards. Approximately 65% of our U.S. based employees participate in our employee stock purchase plan, demonstrating a high level of engagement and commitment by our employees to shareholder value creation. In addition, we believe our employees can make a meaningful difference in their local communities and we offer employees paid time off to volunteer in community involvement activities.

COVID-19 Pandemic Safety and Benefits

In response to the COVID-19 pandemic, we implemented several changes that we determined were in the best interests of our employees, customers, the communities we operate in and which are intended to comply with government and health and safety regulations. We have created an internal committee of senior management leaders, including our director of employee health and safety, that meets regularly and is focused on creating and maintaining a safe and healthy workplace for all employees, our customers and the communities in which we operate during the COVID-19 pandemic. We have encouraged all employees who are able to work remotely to do so, and this significantly reduced the number of employees onsite. For our employees who are deemed “essential” for onsite work (full or part-time), we have implemented several new safety protocols and made significant investments in workplace modification to help promote employee distancing, as well as establishing onsite health check-in protocols for all facilities and ensuring employees are provided with personal protective equipment.

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We have also implemented several new policies and benefits including paid emergency leave for eligible employees who, among other things, fall sick due to COVID-19 or may otherwise be required to quarantine. This leave can also be used to obtain a COVID-19 vaccination. During the initial phases of the pandemic, we offered an onsite pay bonus to those employees who worked onsite at our facilities in manufacturing, research and development and certain other overhead operations focused on maintaining workplace safety and implementing new work protocols during the pandemic. Additionally, we have offered enhanced expense reimbursement programs to offset higher costs of commuting with the goal of assisting our essential onsite employees in limiting exposure to COVID-19 while commuting to and from work.

Contribution to COVID-19 Pandemic Research Efforts

We are committed to advancing scientific understanding of the impact of the coronavirus SARS-CoV-2 on human health worldwide. As many of our customers shifted their work to addressing urgent needs around therapeutic and vaccine development, and studying viral pathogenesis, we joined them in this effort by developing a broad range of high-expression research panels enabling research on the pathogenesis and the host response. In one study published in the journal Nature, researchers used our GeoMx digital spatial profiler to spatially profile lung tissue from COVID-19 patients to understand the impact of COVID-19 infection on the body.

Diversity, Equity and Inclusion

We believe racism and discrimination are unacceptable. We are committed to building and maintaining a diverse and inclusive business and have diversity, equity and inclusion programs in place to help us achieve our commitment.

We seek diversity, equity and inclusion, or DEI, at every level in our organization. Our board of directors includes directors from various backgrounds, industries, skills and experience. Our senior leadership team includes leaders with diverse skills, experience, racial background and genders. Our employees come from numerous countries and various backgrounds and we strive to provide a diverse and inclusive environment. In 2020, 31% of full time employees on our U.S. payroll self-identified as members of one or more underrepresented minority groups (as defined by the Equal Employment Opportunity Commission).

We have active programs in place and continue to focus on extending our diversity, equity and inclusion initiatives across our entire workforce. As part of our program, we seek to make diversity, equity and inclusion a focus for our recruiting and hiring practices, including by ensuring we have diverse representations in our recruiting pool and interview panels. To further our commitment to create an inclusive and diverse culture, in late 2019, we engaged a third-party diversity, equity and inclusion consultant to assist us in our commitment.

In 2020, as part of our DEI initiatives, we launched employee resource groups, or ERGs, to focus on diverse communities within our workforce, including women, people of color and LGBTQ+ individuals, as well as their allies. We believe these ERGs are guided by our priorities and values and provide a way for employees with common interests to connect, obtain professional development and participate in community outreach opportunities.

In 2020, we joined Washington Employers for Racial Equity, or WERE, which is a new statewide coalition dedicated to racial equity and opportunity for all. As a member of the coalition, we intend to listen, learn, and partner, to enhance DEI efforts in our own company and in our communities. Recently we participated in the first-ever industry-wide diversity benchmarking and best-practice sharing effort organized through the Analytical, Life Sciences and Diagnostics Association.

Sustainability Initiatives

Quality

We have committed, and expect to continue to commit, significant resources to developing new technologies and products, improving product performance and reliability and reducing costs. We are continuously seeking to improve our product platforms, including the technology, software, accessibility and overall capability. Several of our achieved 2020 Corporate Goals for our executive team were targeted at quality and reliability improvements for our customers, among them:

•Adoption of lean manufacturing practices in Operations and training of all Operations staff in basic lean operations;

•Revision of all quality metrics for all commercial products, with monthly measurement against metrics;

•Completion of a new quality system focused on research products only; and

•Enhanced supplier audit program which include quarterly monitoring of supplier performance, determining if additional actions are needed and following up on those actions to completion.

In addition, we hired an experienced product development leader with a background in software to be our VP of Product Development, reporting to our SVP of Research and Development, to run the product development function within R&D.

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Environment

We believe that the reduction of the carbon footprint of our community benefits us all. We encourage our employees to walk and bike to work, or to use subsidized transportation passes, if they elect to take public transportation. We have worked to reduce the number of separate instrument shipments by consolidating shipments to Europe from the United States and using warehouses in Europe to store instruments before they are sent to customers. We are currently evaluating how we can reduce our carbon footprint although such planning is in its preliminary stages.

Non-Employee Director Compensation

The following table provides information regarding compensation paid by us to our non-employee directors during 2020. Directors Ms. George and Dr. Rollison were not appointed to our board of directors until 2021 and thus are excluded from the table below. Directors who are also our employees receive no additional compensation for their service as a director. During 2020 one director, Mr. Gray, our President and Chief Executive Officer, was an employee. Mr. Gray’s compensation is discussed under the caption “Executive Compensation.” We reimburse our directors for expenses associated with attending meetings of our board of directors and meetings of committees of our board.

2020 Director Compensation Table

Name			Fees Earned or paid in Cash						Stock Awards(1)						Total
William D. Young(2)			$	92,500					$	175,867					$	268,367
Elisha Finney(3)			60,000						175,867						235,867
Robert M. Hershberg, M.D., Ph.D.(4)			45,000						175,867						220,867
Don R. Kania, Ph.D.(5)			50,000						175,867						225,867
Kirk D. Malloy, Ph.D.(6)			47,500						175,867						223,367
Gregory Norden(7)			63,333						175,867						239,200
Charles P. Waite(8)			60,000						175,867						235,867

(1)Represents the aggregate grant date fair value of restricted stock units awards granted in 2020. These amounts have been computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, without regard to estimated forfeitures. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2021.

(2)As of December 31, 2020, Mr. Young held options for the purchase of 84,945 shares of common stock, all of which were vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

(3)As of December 31, 2020, Ms. Finney held options for the purchase of 35,788 shares of common stock, all of which were vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

(4)As of December 31, 2020, Dr. Hershberg held options for the purchase of 28,894 shares of common stock, all of which were vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

(5)As of December 31, 2020, Dr. Kania held options for the purchase of 16,963 shares of common stock, of which 5,654 shares have vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

(6)As of December 31, 2020, Dr. Malloy held options for the purchase of 27,481 shares of common stock, all which were vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

(7)As of December 31, 2020, Mr. Norden held options for the purchase of 56,796 shares of common stock, all of which were vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

(8)As of December 31, 2020, Mr. Waite held options for the purchase of 11,108 shares of common stock, all which were vested as of such date, and 5,520 restricted stock units scheduled to vest, of which none were vested as of such date.

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Director Compensation Program

Director Compensation Policy

The director compensation policy that was in effect in 2020 was adopted in connection with our initial public offering in June 2013 and has been amended from time to time, most recently in 2020 and 2021, as described below. The philosophy underlying our non-employee director compensation program is to provide reasonable compensation to our non-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our non-employee directors. All directors will be reimbursed for expenses in their capacities as directors in accordance with our standard expense reimbursement policy. For purposes of the policy, each director is classified into one of the two following categories: (1) an “employee director,” is a director who is employed by us; and (2) a “non-employee director,” is a director who is not an employee director. Only non-employee directors receive compensation under the director compensation policy, which is provided in the form of equity and cash, as described below.

In December 2018, the nominating and corporate governance committee retained Aon, an independent compensation consultant, to replace our previous consultant. Each year since 2019, Aon has conducted a review of our director compensation policies and practices to determine whether they are competitive with the market. In 2019, based upon this benchmarking, two main changes were made to the director compensation policy: restricted stock units were added to the equity compensation mix, and target dollar value, rather than a percentage of outstanding company stock was used to determine the number of shares that would be granted under the policy. Additional changes have been made to the policy in 2020 and 2021 as outlined below.

Equity Compensation

In December 2019 and into early 2020, the nominating and corporate governance committee worked with Aon to review our outside director compensation policy for competitiveness with the market. Aon conducted an extensive review of our director compensation policies and practices and conducted an extensive market analysis. Aon confirmed that director equity compensation and certain aspects of cash compensation generally were positioned somewhat below what the committee deemed appropriate in relation to our peers. In addition, the committee decided to eliminate stock options as a component of director equity and only grant restricted stock units, to better align with our peers and to parallel a change that was also made for employee equity. As a result, in February 2020, the nominating and corporate governance committee recommended, and our board approved the following changes to our outside director policy which were implemented in 2020:

•initial equity grant granted to outside directors on their start date in restricted stock units valued at $340,000 to vest one-third each year over three years on the anniversary of the grant date and subject to continued service as a director through the vesting dates; and

•the annual equity grants to outside directors in restricted stock units valued at $170,000 to vest 100% on the date that is the earlier of the first anniversary of the grant date or the date that is immediately prior to the date of the next annual stockholders’ meeting, subject to continued service as a director through the vesting date; and

•modest increases in the retainers to our compensation committee chair and members and audit committee members to align with the 50th percentile of our peer group, as described below.

The number of restricted stock units will be calculated as follows, with the resulting number of RSUs subject to the award rounded down to the nearest whole share: (x) such approved value divided by (y) the average closing price of a share of our common stock for the period starting on the date that is thirty (30) calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.

In 2020, the regularly scheduled annual equity grants occurred on the date of the company’s annual shareholder meeting, June 16, 2020.

Awards granted under the outside director compensation policy are granted pursuant to, and subject to the other terms and conditions of, the Company’s 2013 Equity Incentive Plan. Under the Company’s 2013 Equity Incentive Plan, the vesting of each grant to an outside director that is assumed or substituted in connection with a “change in control” as defined in our 2013 Equity Incentive Plan fully vests if the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation of the director that is not at the request of the acquirer. In addition, our 2013 Equity Incentive Plan provides that no non-employee director may be granted, in any fiscal year, stock-settled equity awards with a grant date fair value (determined in accordance with GAAP) of more than $500,000, with this limit increased to $1,000,000 in connection with his or her initial service, or cash-settled awards with a grant date fair value of more than $175,000, increased to $350,000 in connection with his or her initial service.

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2021 Changes to Equity Compensation

In December 2020 and January 2021, the compensation committee worked with Aon to perform the annual review of the director compensation program for competitiveness with the market. In 2020, the board had transferred responsibility for non-employee director compensation from the nominating and corporate governance committee to the compensation committee to better align executive officer and board member compensation and streamline the committees’ processes. The committee decided to increase the equity values for non-employee directors, in order to align the target percentile of peer group compensation for board members’ equity with the percentile used as a reference point for executive officer compensation. On the date of each year’s annual stockholders’ meeting, beginning in 2021, each non-employee director will receive annual equity grants valued at $210,000, consisting of restricted stock units, except that grants to non-employee directors with less than 12 months of continuous service as of the annual shareholders meeting will be prorated to reflect their applicable portion of a full year of service prior to such meeting. All of the shares underlying the annual equity grants will vest in full on the date that is the earlier of the one year anniversary of the date of grant or the date immediately prior to the next annual stockholders meeting, subject to continued service as a director through the vesting date, and subject to the change in control provisions of the Company’s 2013 Equity Incentive Plan (which are described above). The number of restricted stock units will be determined by dividing the dollar value of the grant by the average closing price of a share of Company common stock for the period starting on the date that is 30 calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.

Under the revised policy, upon joining the Company’s board of directors, each non-employee director will be automatically granted on their start date as a non-employee director an initial grant of restricted stock units valued at $375,000. The shares underlying the initial grant vest one-third each year over three years on the anniversary of the grant date, subject to continued service as a director through each vesting date, and subject to the change in control provisions of the Company’s 2013 Equity Incentive Plan, which are described above. The number of restricted stock units will be determined by dividing the dollar value of the grant by the average closing price of a share of Company common stock for the period starting on the date that is 30 calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.

Cash Compensation

Each non-employee director receives an annual cash retainer of $40,000 for serving on the board of directors. In addition to the annual retainer, the chairperson of the board of directors receives an additional cash retainer of $40,000, and the chairpersons of the board’s audit committee, compensation committee and nominating and corporate governance committee are entitled to an additional cash retainer of $20,000, $15,000 and $10,000 per year, respectively. (The retainer for the chairpersons of the compensation committee was increased in 2020 from the previous cash retainer amount of $13,000 per year.) Non-chair members of the audit committee, compensation committee and nominating and corporate governance committee are entitled to an additional cash retainer of $10,000, $7,500 and $5,000 per year, respectively. (The retainers for non-chair members of the audit committee and compensation committee were increased in 2020 from the previous cash retainer amounts of $7,500 and $6,000 per year, respectively.) All cash payments are to be made in four equal installments at the end of each calendar quarter during which such individual served as a director (such payments to be prorated for service during a portion of such quarter).

Stock Ownership Guidelines

In addition, we adopted stock ownership guidelines in February 2020 to strengthen the alignment of interests among stockholders, directors, and other officers. The policy provides that our outside directors are expected to hold 3x their annual retainers for service on the board of directors (not including retainers for serving as a member or chair of any board committee) within five years from the later of the date the policy was adopted and the date such outside director first becomes subject to the policy. See “Stock Ownership Guidelines” in the Compensation Disclosure and Analysis section of this proxy for additional details.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Summary

Ernst & Young LLP (“EY”) served as our independent registered public accounting firm for the completion of our audit for the year ended December 31, 2020. In April 2021, the audit committee approved the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2021, and our board of directors has further directed that we submit the selection of our independent registered public accounting firm for 2021 for ratification by the stockholders at the Annual Meeting. Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of NanoString Technologies, Inc. and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2021. Our audit committee is submitting the selection of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present virtually at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

Change in Independent Registered Public Accounting Firm

In March 16, 2020, the audit committee approved the dismissal of PricewaterhouseCoopers LLP (“PwC”), as our independent registered public accounting firm effective March 16, 2020. EY’s engagement as our independent registered public accounting firm was effective March 19, 2020. Our stockholders ratified the appointment of EY at last year’s annual stockholders meeting on June 16, 2020.

Information about Ernst & Young LLP

On March 16, 2020, the audit committee approved the appointment of EY as our new independent registered public accounting firm, effective March 19, 2020 and the appointment was ratified by stockholders on June 16, 2020. During fiscal year ended December 31, 2019, and the subsequent interim period through March 19, 2020, neither we nor anyone acting on our behalf consulted with EY regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

EY’s reports on our financial statements and internal control over financial reporting for the year ended December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

Information about PricewaterhouseCoopers LLP

PwC’s reports on our financial statements for the year ended December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During our fiscal year ended December 31, 2019 and the subsequent interim period through March 16, 2020, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related instructions thereto, with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

During our fiscal year ended December 31, 2019 and the subsequent interim period through March 16, 2020, except as noted below, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020 (the “2019 Annual Report”), we identified material weaknesses related to an ineffective control environment resulting from not having sufficient resources with an appropriate level of controls knowledge, expertise and training commensurate with our financial reporting requirements. The deficiencies in the control environment contributed to additional material weaknesses in that we did not design and maintain effective information technology general controls, as well as certain controls related to creating and posting journal entries, as well as controls related to customer order entry, price and quantity during the product and services billing and revenue processes, and controls related to periodic inventory counts, receiving of inventory, and recording adjustments to inventory quantities. The subject matter of these reportable events was discussed by the audit committee with PwC. We authorized PwC to respond fully to the inquiries of EY concerning the subject matter of the reportable events.

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We provided PwC with a copy of a Current Report on Form 8-K (the “Form 8-K”), which was filed with the SEC on March 20, 2020, and requested that PwC furnish us with a letter addressed to the SEC stating whether PwC agreed with the disclosures in the Form 8-K and, if not, stating the respects in which it did not agree. We received the requested letter from PwC and a copy of the letter, dated March 20, 2020, was filed as Exhibit 16.1 to the Form 8-K and such letter is incorporated by reference herein.

Fees of the Independent Registered Public Accounting Firm

The following table summarizes the fees billed by EY and PwC, our independent registered public accounting firms, for the years ended 2020 and 2019, respectively.

			Year Ended December 31,
Fee Category			2020						2019
Audit fees (1)			$	2,140,149					$	3,886,136
Audit-related fees			—						—
Tax fees			—						—
All other fees (2)			—						1,800
Total fees			$	2,140,149					$	3,887,936

(1)Audit fees relate to professional services provided in connection with the audit of our annual consolidated financial statements, review of our quarterly consolidated financial statements and our public offerings. In 2020 and 2019, audit fees also relate to the audit of internal control over financial reporting.

(2)All other fees include any fees billed that are not audit, audit-related, or tax fees. In 2019, these fees related primarily to accounting research software.

Auditor Independence

In 2020, there were no other professional services provided by EY that would have required the audit committee to consider their compatibility with maintaining the independence of EY.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. The audit committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings. In accordance with the foregoing, the committee has delegated to the chair of the audit committee the authority to pre-approve services to be performed by our independent registered public accounting firm and associated fees, provided that the chair is required to report any decision to pre-approve such audit-related or non-audit services and fees to the full audit committee for ratification at its next regular meeting. All fees paid to EY for our fiscal year 2020 were pre-approved by our audit committee or pre-approved by our audit chair and subsequently ratified by the audit committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.

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PROPOSAL NO. 3

ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)

Pursuant to Section 14A of the Exchange Act and in accordance with SEC rules, we are providing our stockholders with the opportunity to vote at the Annual Meeting on this advisory or non-binding resolution regarding the compensation of our named executive officers (commonly referred to as “say-on-pay”). This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our named executive officers and will not be binding on us, the board of directors or the compensation committee. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which the compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond.

For more information about the compensation that we paid to our named executive officers during 2020, as well as a description of our overall executive compensation philosophy and program, please refer to the “Executive Compensation” sections of this Proxy Statement, which we believe demonstrate that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following advisory resolution at the 2021 Annual Meeting:

“RESOLVED, that the stockholders of NanoString Technologies, Inc. approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for the 2021 Annual Meeting of Stockholders, including the accompanying compensation tables and related narrative discussion, and other related disclosures.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the board of directors is comprised solely of independent directors and operates under a written charter which is reviewed on an annual basis and amended as necessary by the board of directors upon recommendation by the Audit Committee. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees.

The Audit Committee appoints an accounting firm as our independent registered public accounting firm. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Management is responsible for our internal controls and the financial reporting process. The Audit Committee is responsible for monitoring and overseeing these processes.

The Audit Committee held eight meetings during 2020. The meetings were designed to provide information to the Audit Committee necessary for it to conduct its oversight function of the external financial reporting activities and audit process of our company, and to facilitate and encourage communication between the Audit Committee, management and our independent registered public accounting firm for fiscal year 2020, Ernst & Young LLP (“EY”). Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the audited financial statements for fiscal year 2020 with management and the independent registered public accounting firm. The Audit Committee also instructed the independent registered public accounting firm that the Audit Committee expects to be advised if there are any subjects that require special attention.

During the year ended December 31, 2019, management identified deficiencies in certain of its information technology general controls (including logical user access and program change management), journal entry review controls, revenue controls, and inventory existence controls that it believed to be material weaknesses. To remediate the material weaknesses, management designed and implemented a number of new processes and controls in 2019 and, in 2020, management added additional controls and further enhanced and revised the design of these existing controls in a number of areas, including:

•Enhancement of our procedures executed by our Change Control Board process which was implemented in 2019 in order to validate that all relevant changes to key systems were subject to review prior to deployment;

•Improvement and refinement of controls implemented in 2019 related to our review of users with access to its key financial systems, specifically to validate and evidence that all users were subject to review and access was appropriate;

•Refining our review of user access controls which restrict system users from having access to create and post journal entries;

•Improvement of our policies and training of our employees around the execution of internal controls over inventory existence, primarily associated with the annual physical inventory counting process; and

•Enhancing the design of internal control procedures to ensure the completeness, occurrence and accuracy of customer order entry processes, and validation of price and quantity during customer billing and revenue recognition.

During the fourth quarter of 2020, management successfully completed the testing necessary to conclude that the controls were operating effectively and concluded that the material weaknesses had been remediated.

EY’s reports on our financial statements and internal control over financial reporting for the year ended December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm, EY, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with EY their firm’s independence.

Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

The Audit Committee of the Board of Directors of NanoString Technologies, Inc.:

Elisha W. Finney (Chair)

Don R. Kania

Charles P. Waite

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EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of our executive officers as of April 20, 2021.

Name

Age

Position

R. Bradley Gray

44

President, Chief Executive Officer and Director

K. Thomas Bailey

52

Chief Financial Officer

Joseph M. Beechem, Ph.D.

63

Chief Scientific Officer and Senior Vice President, Research and Development

J. Chad Brown

63

Senior Vice President, Sales and Marketing

There are no family relationships among any of the directors or executive officers.

Executive Officers

R. Bradley Gray. See “Board of Directors and Corporate Governance — Continuing Directors” for Mr. Gray’s biographical information.”

K. Thomas Bailey has served as Chief Financial Officer since January 2018. Prior to joining our company, Mr. Bailey was Chief Financial Officer at AgaMatrix Holdings LLC, a developer, manufacturer and marketer of medical technologies for diabetes care, from March 2014 to January 2018. Prior to joining AgaMatrix, Mr. Bailey served as Chief Executive Officer of Angiotech Pharmaceuticals, a developer, manufacturer and marketer of local drug, drug delivery and medical device technologies, from October 2011 to October 2013, and served as Angiotech’s Chief Financial Officer from December 2005 to October 2011. During his time as Chief Financial Officer of Angiotech, Mr. Bailey directed a restructuring of Angiotech’s debt obligations pursuant to the Canadian Creditors Arrangement Act in 2011, with recognition of the restructuring pursuant to Chapter 15 under the U.S. Bankruptcy Code. Mr. Bailey also serves as a Director of SCP Interventional Radiology LLC and The Homestretch Foundation, and previously served as a Director of AgaMatrix Holdings LLC, Angiotech Pharmaceuticals, LifeCare Management Services and OncoGenex Inc. Previously, Mr. Bailey served as a Director in the health care investment banking group at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette. Mr. Bailey received an A.B. in economics from Harvard University in 1990 and an M.B.A. from Harvard Business School in 1995.

Joseph M. Beechem, Ph.D. has served as Senior Vice President of Research and Development since April 2012 and as Chief Scientific Officer since October 2019. Prior to joining our company, Dr. Beechem held various positions at Life Technologies, a publicly traded biotechnology tools company, most recently as Vice President, Head of Advanced Sequencing and Head of Global Sequencing Chemistry, Biochemistry and Biophysics from January 2010 to April 2012. From December 2007 to December 2012, he served as Chief Technology Officer of Life Technologies. During his career at Life Technologies, he led the design and development of multiple genetic analysis technologies, the latest advanced SOLiD sequencing technology and the single molecule nano-DNA sequencing technology. Prior to joining Life Technologies, Dr. Beechem was Chief Scientific Officer at Invitrogen, a publicly traded biotechnology company that acquired Applied Biosystems in November 2008 to form Life Technologies, from August 2003 to December 2007 and Director of Biosciences at Molecular Probes, a biotechnology company acquired by Invitrogen in 2003, from August 2000 to August 2003. Prior to his industry experience, Dr. Beechem led an NIH-funded research laboratory for 11 years as a tenured associate professor at Vanderbilt University. He has authored or co-authored more than 100 peer-reviewed papers in diverse fields such as biomathematics, physics, chemistry, physiology, spectroscopy, diagnostics and biology. Dr. Beechem is also named on nearly 40 U.S. patents or patent applications and has served on a number of editorial and scientific advisory boards. He received a B.S. in Chemistry and Biology from Northern Kentucky University and a Ph.D. in Biophysics from The Johns Hopkins University.

J. Chad Brown has served as Senior Vice President, Sales and Marketing since July 2017. Prior to joining our company, Mr. Brown served as the President and Head of Commercial Operations for North America for Qiagen N.V. from August 2015 to March 2016. From July 2007 until August 2015, Mr. Brown held a series of commercial leadership positions at Roche Diagnostics Corporation in the Applied Sciences and Centralized Diagnostics divisions, including as VP of Marketing and VP of Sales for Centralized Diagnostics and as the National Director of Sales for Genomic Systems. Previously, he held a series of sales leadership positions in medical device and healthcare companies, including Rotech Healthcare from March 2003 to December 2005, Apria Healthcare Group from January 1998 to March 2003, Chiron Diagnostics from January 1990 to January 1998, and Humana from January 1981 to January 1990. Mr. Brown earned his BS degree in Health Services Administration from the University of Kentucky.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation philosophy, the objectives of our executive compensation program and each compensation component that we provide. In addition, we explain how and why our Compensation Committee arrived at specific compensation policies and decisions involving our named executive officers for the fiscal year ended December 31, 2020. This CD&A is intended to be read in conjunction with the tables which immediately follow which include historical context of executive pay.

Our Named Executive Officers (“NEOs”) for 2020 were as follows:

Name			Position
R. Bradley Gray			President, Chief Executive Officer and Director
K. Thomas Bailey			Chief Financial Officer
Joseph M. Beechem			Chief Scientific Officer and Senior Vice President, Research and Development
J. Chad Brown			Senior Vice President, Sales and Marketing
David W. Ghesquiere(1)			Senior Vice President, Corporate & Business Development

(1)In April 2020, our board of directors determined that Mr. Ghesquiere ceased to be an executive officer as such term is defined under the rules and regulations promulgated by the SEC. As of the date of this proxy statement, Mr. Ghesquiere continues to serve as our Senior Vice President, Corporate & Business Development.

Executive Summary

During 2020, we successfully achieved all of our strategic objectives against the challenging operating backdrop of the COVID-19 pandemic. We extended our leadership in spatial biology, growing our GeoMx Digital Spatial Profiler (DSP) instrument orders by 50% and opening up a large market opportunity in basic discovery through the introduction of the first next generation sequencing panels for GeoMx. We also announced the development of the Spatial Molecular Imager, or SMI, a new spatial biology platform capable of measuring the expression of 1000+ genes at single cell and subcellular resolution. These operational achievements resulted in strong total stockholder return (TSR) of 140% in 2020, compared to our peer group median TSR of 94%, and compared to the Nasdaq Biotechnology Index, which was 27% for the same period.

As the leading provider of life science tools for translational research, we seek to build on this momentum in 2021 by offering a comprehensive portfolio of products that cover the entire continuum of spatial research applications. To continue to advance this strategic transformation, a substantial portion of our executive’s pay in 2020 consisted of performance share units (PSUs) which account for half of our executive’s equity grant values. These awards, which are contingent upon achieving revenue goals, further emphasize our pay-for-performance culture as well as provide a strong retention vehicle.

2020 Business Highlights

Product and Service Revenue Growth

Executing our Strategy

Revenue in 2020 grew by 7% to $111.4 million, including instrument revenue of $47.8 million, representing 54% growth over 2019.

●

Generated approximately 90 GeoMx DSP instrument orders in 2020, bringing total cumulative orders received to over 180 systems

●						Announced the development of the Spatial Molecular Imager, a next generation solution for multiplexed analysis of RNA and protein expression for single cell and subcellular levels
●						Launched the Whole Transcriptome Atlas assay through our GeoMx DSP TAP, expanding access to next generation sequencing readout on GeoMx DSP
●						Grew installed based to approximately 950 nCounter systems, representing 13% growth over 2019
●						Executed an underwritten public offering of our stock in October 2020 for $215.8 million in net proceeds and sold $230 million of convertible senior notes in a private placement in March 2020.
●						Ended 2020 with cash, cash equivalents and short-term investments of $440.7 million

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Total Stockholder Returns
			The result of our hard work and operational successes in 2020 was reflected in our strong stockholder return of 140%, which far outpaced the Nasdaq Biotechnology Composite index for the year. Our total stockholder return also significantly outpaced the Index over three-year and five-year periods as shown below:

How Our Pay Program Works

We believe that the design and structure of our pay program, and in particular our incentive plans, support our business strategy and organizational objectives while successfully aligning executive focus and interest with that of stockholders. The financial and operational achievements listed above would not be possible without our talented executive team. Our compensation programs are designed to attract, motivate and retain these executives, motivating them to achieve our business goals and rewarding them for superior short- and long-term performance. All pay elements, and the safeguards and governance features of the program, have been carefully chosen and implemented to align with our pay philosophy and objectives.

In doing so, we have selected the following framework to achieve these objectives:

Base Salary

Base salaries are set to be competitive within our industry and used to attract and retain our talented executive team. Base salaries are fixed pay set with consideration for, among other things, an individual’s responsibilities, market data and individual contribution.

Annual Cash Incentives

The annual cash incentive award plan is intended to motivate and reward our executives for the achievement of certain strategic, financial and operational goals of the Company, as well as individual performance.

Long-Term Equity Incentives

Long-term equity awards reward executives for delivering long-term stockholder value, while also providing a retention vehicle for our top executive talent. In 2020, equity awards were delivered as a 50/50 mix of RSUs and PSUs.

Target Pay Mix

Consistent with our objective of aligning executive pay with our short- and long-term performance, and to align the interests of management and stockholders, executive compensation packages are designed to provide the majority of executive compensation in the form of variable, at-risk, incentive pay. In 2020, 83% of our CEO’s target pay was variable, as compared to 46% for the median of our peers. Likewise, our other NEOs received 66% in variable pay, while the peer median was 31%. The

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compensation committee does not have any formal policies for allocating total compensation among the various components. Instead, the committee uses its judgment, in consultation with its independent compensation consultant, to establish an appropriate balance of short-term and long-term compensation for each NEO. The balance may change from year to year based on corporate strategy and objectives, among other considerations.

For 2020, our NEOs had the following target pay mix:

(1) Excludes the impact of the prior year stock award modifications.

Compensation Governance

The compensation committee regularly reviews best practices in executive compensation and uses the following guidelines to design our compensation programs:

•No guaranteed compensation: Although we have signed employment agreements with each of our NEOs, all of these agreements provide for “at will” employment, and none of these agreements provides any guarantees relating to salary increases or the amounts of incentive pay or equity awards.

•Reasonable severance and targeted change in control benefits: The employment agreements we have with our NEOs do not provide for “single trigger” benefits upon a change in control that do not require termination of employment. These employment agreements require that the NEO’s employment be terminated by us without “cause” or the NEO resign for “good reason” in order for the NEO to receive severance benefits, whether in connection with a change in control or otherwise. Likewise, equity awards to these NEOs contain “double trigger” provisions in order for the vesting of these awards to accelerate in connection with a change in control.

•Independent compensation consultant: Our compensation committee engages its own independent compensation consultant, which provides the compensation committee with valuable data regarding market compensation trends and guidance to the compensation committee about executive compensation programs in general.

•No tax gross ups. We do not provide tax gross ups to any of our NEOs.

•Perquisites: We do not provide any special perquisites to any of our NEOs.

•Policy against hedging and pledging: Our insider trading policy prohibits our executives from engaging in “hedging” or “pledging” transactions with respect to our common stock.

•Risk analysis. We believe the structure of our executive compensation program motivates our executives to make thoughtful, appropriate decisions with measured risks balanced by appropriate rewards for the company.

•Stock Ownership Guidelines: Under guidelines adopted in February 2020, our CEO is required to hold 3x his base salary, and our Senior Vice Presidents are each expected to hold 1x of his or her base salary, within five years from the later of February 2020 (date of policy adoption) and the date such person first becomes subject to the policy.

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Consideration of Say on Pay Vote Results/Stockholder Outreach

At our 2020 annual meeting, our non-binding advisory vote on executive compensation (commonly referred to as a “say-on-pay” vote) received approximately 67% of the votes cast in support of the proposal (excluding broker non-votes and abstentions). In order to understand why stockholders did not provide a higher level of support, we spoke with the corporate governance teams at several of our major stockholders, representing approximately 50% of our ownership at the time of the 2020 annual meeting in June 2020. Our vice president of investor relations and senior vice president of human resources and legal affairs participated in this outreach.

We received feedback from these stockholders regarding the overall structure of our executive compensation program, many features of which we had already incorporated into our compensation design for 2020. Stockholders also emphasized the importance of compensation tied to performance. In 2020, we continued to include performance stock units (PSUs) in the equity mix (in addition to restricted stock units), which comprise 50% of the equity value granted to our NEOs and other members of the senior management team in 2020. We no longer grant stock options to NEOs or any of our employees. Stockholders also told us that they wanted to see a three-year performance measurement period for performance-based equity. The performance measurement period for the PSUs granted in 2020 and in 2021 is a two-year period, with full vesting occurring over three years. Stockholders also emphasized the importance of detailed disclosure relating to the achievement of performance metrics used to determine short-term and long-term incentive payouts, and to explain any changes to metrics in 2020 resulting from the COVID-19 pandemic, which we have attempted to do in the relevant sections of this proxy. We will continue to consider the feedback we received from stockholders, and it will continue to inform the compensation committee’s deliberations and decisions.

Other topics raised by several of our stockholders included director diversity, corporate governance topics and a request for us to address our Environment, Social and Governance (ESG) program in the proxy which we have done in this year’s proxy. See the section of this proxy statement titled “Board of Directors and Corporate Governance — Risk Management — ESG Program”.

Compensation Objectives and Philosophy

The objectives of our executive compensation program are as follows:

•Recruit, motivate and retain highly qualified executive officers who possess the skills and leadership necessary to sustain a high-growth business;

•Reward our executives for achieving or exceeding short-term individual and company goals that drive our growth;

•Provide long-term retention and incentives to our executives that align their interests with the long-term interests of our company and our stockholders, thereby incentivizing management to increase stockholder value; and

•Provide compensation packages that are competitive, reasonable and fair relative to peers and the overall market that facilitate executive retention.

Processes and Procedures for Compensation Decisions

The Compensation Committee’s Process

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. In carrying out these responsibilities, our compensation committee reviews and approves the compensation for our NEOs, including developing the appropriate corporate goals and objectives for these executives and assessing performance against these goals and objectives. The compensation committee also provides oversight of our overall compensation policies, plans and benefit programs, and overall compensation philosophy.

As part of the annual executive compensation setting process, Mr. Gray (with the support of our VP of Human Resources and our Senior Vice President, Human Resources and Legal Affairs) makes recommendations to our compensation committee regarding short- and long-term compensation for all NEOs (other than himself) based on corporate and individual performance, and market trends. Our compensation committee then reviews the recommendations, as well as the input and data from Aon, the compensation committee’s independent compensation consultant, and makes decisions as to total compensation, as well as each individual compensation component, for each of these NEOs. No NEO participates in portions of any meetings during which decision are made regarding his or her own compensation.

With respect to the compensation for Mr. Gray, the compensation committee consults with our VP of Human Resources, as well as Aon, and reviews the data provided by the consultant, to make decisions regarding Mr. Gray’s performance, individual components of his compensation and total compensation. Mr. Gray does not participate in the portions of any meeting during which decisions are made regarding his compensation.

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Role of the Compensation Consultant

The compensation committee is authorized to retain the services of one or more executive compensation consultants, in connection with the establishment of our compensation programs and related policies. Starting in 2019, the compensation committee has retained the services of Aon, an independent executive compensation consultant, due to its extensive analytical and compensation expertise in the life sciences industry.

Aon advises the compensation committee on compensation matters related to the executive and director compensation programs, including, among other things:

•executive and director market pay analysis;

•reviewing and suggesting changes to our compensation peer group;

•development and refinement of executive pay programs and governance practices; and

•preparing this Compensation Discussion and Analysis and other proxy statement disclosures.

    The compensation committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon reported to the compensation committee and had direct access to the chairperson and the other members of the compensation committee.

The compensation committee conducted a specific review of its relationship with Aon in 2020 and determined that Aon’s work for the compensation committee did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and Nasdaq.

Use of a Peer Group

To assess the competitiveness of our executive compensation program and compensation levels, our compensation committee examines the competitive compensation data for senior executives of our peer companies.

Each year, Aon assists us in developing our peer group. In August 2019, Aon qualitatively evaluated and refined the pool to identify each company’s business focus and corporate strategy, where publicly disclosed. Aon then selected companies that were similar to us at that time (some of them have experienced substantial changes in their market capitalization since then), taking into consideration the business focus, financial profile and stage of development for each company. In addition, the compensation committee also considered our 2019 peer group and Aon’s recommendations regarding inclusion of those companies, along with the guidelines used by certain proxy advisory firms in selecting peer companies for us. Based on its analysis and Aon’s recommendations, in August 2019, the compensation committee approved the following 2020 peer group companies using the following criteria:

•Industry — U.S.-based biotechnology companies, with a focus on diagnostic companies where possible

•Commercial Product Revenues — generally ranging from $50 million to $300 million

•Market Capitalization — generally ranging from .3x to 3x of the company’s current market capitalization

•Headcount — generally ranging from 150 to 1500 full time employees

Using these criteria, Aon proposed removing four companies and adding five more companies to the list and the following 22 companies were approved to comprise our 2020 peer group:

Accelerate Diagnostics, Inc.			Meridian Bioscience, Inc.
Adaptive Biotechnologies*			Moderna*
CareDx, Inc.			Natera, Inc.
Cerus Corporation			NeoGenomics, Inc.
Codexis, Inc.			OraSure Technologies, Inc.
Fluidigm Corp.			Oxford Immunotec Global Plc
GenMark Diagnostics, Inc.			Personalis*
Genomic Health, Inc.			Quanterix Corp.
Guardant Health*			Quidel Corp.
Invitae Corp.			Twist BioScience*
Luminex Corp.			Veracyte, Inc.
*New in 2020

    

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Our compensation committee finds comparative data from our peer group and Aon survey data to be useful in setting and adjusting executive compensation, and uses it primarily to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peers. The compensation committee has not adopted any formal benchmarking guidelines and retains the discretion to set levels of executive compensation above or below peer levels. The compensation committee looks to factors such as individual performance and contribution to our company, the need to retain particular talent, the retention risk for an executive, an executive’s level of experience and responsibilities and comparability of roles within other peer companies.

Elements and Analysis of Named Executive Officer Compensation

The key elements of our executive compensation program are:

•base salary;

•annual cash incentive compensation;

•long-term equity incentive awards; and

•severance and change in control-related benefits.

Our NEOs are also eligible to participate in the employee benefit programs that we make available to all full time employees, including medical and dental coverage, life and disability insurance, flexible spending accounts, a 401(k) plan and an employee stock purchase plan. The NEOs’ participation in these programs is on the same terms and conditions as those offered to our other full time employees.

Base Salaries

Base salary represents the fixed portion of our executives’ compensation, which we view as an important element to attract, retain and motivate highly talented executives. Historically, we have not applied specific formulas to determine changes in base salary. Rather, the base salaries of our NEOs (other than our CEO) have been reviewed on an annual basis by our CEO and our compensation committee. Each NEO’s base salary is typically set based on competitive market considerations and his level, responsibilities, experience, and skill set. These considerations are supplemented by market data provided by the committee’s independent compensation consultant and assessments of the individual performance. The base salary of our CEO is reviewed by the compensation committee annually based on the same factors and inputs.

Based on the aforementioned considerations, executive base salaries were adjusted from 2019 levels effective as of March 1, 2020 as follows:

			Base Salary
Name			2020			2019			% Change
R. Bradley Gray			$618,000			$600,000			3.0%
K. Thomas Bailey			$422,000			$415,000			1.7%
Joseph M. Beechem			$407,000			$395,000			3.0%
J. Chad Brown			$407,000			$395,000			3.0%
David W. Ghesquiere			$394,500			$382,500			3.1%

Annual Cash Incentives

Our incentive compensation plan provides our NEOs with annual cash incentive awards based on the achievement of our Corporate Goals (as described below) as well as individual goals. For each NEO, the target bonus opportunity is determined as a percentage of his base salary (as indicated in the table below), which was established for 2020 by the compensation committee in consultation with Aon, based on peer group data, historical performance and internal equity considerations.

At the beginning of each year, the compensation committee meets and approves strategic, operational and financial objectives for our company (our “Corporate Goals”), for the upcoming year, as developed by our NEOs and other members of the executive team. Each NEO also proposes his own individual goals for the applicable year, in consultation with Mr. Gray, which are primarily comprised of subsets of the Corporate Goals for which each NEO is primarily responsible.

We established our annual incentive compensation program in order to motivate our executives to achieve short-term financial and business objectives, reflecting our “pay for performance” culture and resulting in NEO compensation tying directly to individual and Company achievements. The program also helps us to remain competitive with our peer companies, which generally offer an annual incentive opportunity as a standard element of compensation.

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2020 Incentive Opportunities

Each NEO’s annual incentive award for 2020 was based on his achievement against the Corporate Goals and his individual goals, with these components weighted for each NEO as follows:

Name			Target Opportunity (as a % of base salary)			Weightings
						Corporate Goals			Individual Goals
R. Bradley Gray			85%			100%			—
K. Thomas Bailey			50%			75%			25%
Joseph M. Beechem			50%			75%			25%
J. Chad Brown			50%			50%			50%
David W. Ghesquiere			50%			75%			25%

The Corporate Goals were weighted very heavily for each NEO (and, in Mr. Gray’s case, comprised the entirety of his annual incentive award opportunity), because our NEOs are in the position to influence and drive our overall performance and stockholder value, and therefore the compensation committee believed it appropriate that most of their annual incentive be awarded on this basis. The target opportunity percentage weighting mix between Corporate Goals and individual goals for 2020 remained the same for each NEO as in 2019.

2020 Performance Goals and Achievement

At the beginning of 2020, the compensation committee met and approved the Corporate Goals for 2020. These Corporate Goals were developed and proposed to the compensation committee by Mr. Gray, the NEOs and the other members of the executive team. Each Corporate Goal was assigned a percentage weighting toward the overall Corporate Goal component of the NEO’s annual incentive, as shown in the table below. Each member of the executive team also developed and proposed his own individual goals for 2020, in consultation with Mr. Gray. The Corporate Goals and individual goals were set at levels intended to be challenging but attainable. During 2020, the committee actively monitored the effect of the COVID-19 pandemic on the achievement of the Corporate Goals and decided not to make any changes to the Corporate Goals.

Corporate Goals and Attainment

At the beginning of 2021, the compensation committee reviewed the performance of our NEOs against the 2020 Corporate Goals. The material components of the 2020 Corporate Goals are summarized below. Management presented its self-scoring of the Corporate Goals for 2020 to the committee with a scoring of 90% at the low end and 95% at the high end. The committee reviewed management’s recommendations and determined overall Corporate Goal achievement at 95% for 2020. In reaching this determination, the committee recognized that even though certain Corporate Goals were adversely affected by the closing of customer research laboratories during the COVID-19 pandemic and a slowdown in customer procurement processes, particularly during the first half of 2020, GeoMx DSP instrument orders increased by 50%, and the installed base of nCounter instruments grew to approximately 950, representing 13% growth over the prior year. In addition, the company introduced the first next generation sequencing panels for GeoMx DSP, thereby opening up a large market opportunity in the basic discovery market and was going into 2021 with a robust sales funnel of GeoMx DSP instrument opportunities. The committee also recognized the operational improvements that had been made by management to improve execution and increase employee engagement and retention during the COVID-19 pandemic.

Material Goals and Objectives(1)

Performance Evaluation(1)

Goal #1: Deliver Consistent & Compelling Revenue and Bookings (30% weighting), including certain material sub-goals as follows:

●

Achieve Product & Service Revenue of $137.7M

»

Product & Service Revenue of $111.4M

●

Book orders for 120 GeoMx DSP instruments

»

Booked orders for approximately 90 GeoMx DSP instruments, representing 50% growth over prior year

●

Book orders for 200 GeoMx DSP Technology Access Program (TAP) customer projects

»

Substantially exceeded; booked more than 250 TAP projects

●

Exit 2020 with target number of GeoMx DSP instrument opportunities in sales funnel

»

Substantially exceeded; entered 2021 with number of GeoMx DSP instrument opportunities in sales funnel that exceeded target by more than 155

Attainment: 85% / 25 points

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Goal #2: Protect & Grow Core Business (20% weighting), including certain material sub-goals as follows:

Maintain Momentum in Core nCounter Business (10% weighting)

●

Sell 124 nCounter systems

»

Sold more than 100 nCounter instruments, but less than goal

●

Achieve target for consumable pull-through per system

»

Substantially achieved

●

Launch new nCounter panels

»

Commercialized seven new gene expression panels

Attainment: 80% / 8 points

Accelerate GeoMx DSP Adoption in Translational Research (10% weighting)

●

Quarterly software releases (Q1 & Q2) & improved product performance measures

»

Accomplished software launches on time, but missed product performance measures

●

Increase protein menu to over 200 targets by end 2020

»

Substantially exceeded; released more than 320 targets

●

Submit 16 or more new 2020 manuscripts by end of Q3

»

Exceeded; 17 publications submitted by end of July 2020 and 31 publications by end of year

●

Meet or exceed consumable pull-through target of $60,000 per system per year

»

Exceeded; actual GeoMx DSP pull-through was approximately $82,000 per system per year

Attainment: 90% / 9 points

Goal #3: Shape & Expand into New Markets (20% weighting), including certain material sub-goals as follows:

Expand GeoMx DSP into Discovery Research using NGS Readout (15% weighting)

●

Ship NGS-enabled GeoMx DSP software and Cancer Transcriptome Atlas by the end of Q2

»

Launched in early August 2020

●

Book orders for 30 GeoMx instruments using NGS readout

»

Substantially exceeded with more than 40 GeoMx DSP instruments booked for NGS readout

●

Launch human and mouse Whole Transcriptome Atlas (WTA) TAP for customers by end of 2020

»

Achieved for human WTA, but mouse WTA delayed to 2021

●

3 peer-reviewed papers including whole transcriptome GeoMx DSP data

»

Achieved

Attainment: 90% / 14 points

Select Hyb & Seq Applications and Partners (5% weighting)

●

Advance Spatial Molecular Imager (SMI) to achieve specific milestones

»

Partially achieved

●

Prepare to reveal SMI 100-plex RNA imaging with cell-typing capability at AGBT 2021

»

Substantially exceeded with 1,000-plex RNA imaging achieved in Fall 2020, and revealed in December 2020

Attainment: 120% / 6 points

Goal #4: Strengthen Execution & Profitability (30% weighting), including certain material sub-goals as follows:

Advance Toward Sustainable World-Class Execution & Operations (15% weighting)

●

Launch corporate rebranding toward research/discovery by September 1, 2020

»

Achieved with corporate rebranding complete in July 2020 and launched in October 2020

●

Maintain high employee engagement and low turnover < 15% voluntary

»

Exceeded with voluntary turnover at <15%

●

Increase engagement, inclusion and growth through learning, development and training

»

Achieved, with employee survey results improved in all categories. Improved communication through weekly & bi-weekly Town Halls and launched 3 employee research groups.

●

All planned transfers to new manufacturing facility completed and achieving performance targets by July 31, 2020

»

Delayed but transfers completed by end of year

●

Complete Phase 2 of the Research Instrument Quality System

»

Achieved

●

Fully remediate SOX issues, with no material weakness finding for internal controls over financial reporting

»

Achieved with prior year SOX material weakness findings for internal controls over financial reporting remediated and received unqualified audit opinion from E&Y

Attainment: 100% / 15 points

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Continue the March Toward Breakeven (15% weighting)

●

Deliver gross margin for product & service revenue of at least 54%

»

Almost achieved; gross margin at 53% due to COVID-19 impact on consumables revenue

●

Maintain operating expenses at $125M or below (excluding non-cash depreciation and stock compensation expense)

»

Progress made; operating expenses were $128M

●

Re-finance existing term debt by end of year

»

Substantially exceeded through $230 million convertible notes transaction

●

End year with access to at least $90M in cash and short-term investments

»

Substantially exceeded with $440.7 million in cash and short-term investments; executed an underwritten public offering of our stock in October 2020 for $215.8 million in net proceeds

●

Meet or beat Wall Street expectations each quarter

»

Met or exceeded consensus in all quarters

Attainment: 120% / 18 points

Aggregate Corporate Goal Attainment: 95 points / 95%

(1) Revenue and gross margin are on a GAAP basis.

Individual Goals and Attainment

In addition, the compensation committee reviewed the performance of each NEO against the individual goals set at the beginning of 2020 and determined each NEO’s achievement. A description of the material individual goals and the percentage achievement of the individual goals are as follows:

Named Executive Officer			Individual Goals			Attainment Percentage
R. Bradley Gray			None (performance based 100% on attainment of Corporate Goals)			n/a
K. Thomas Bailey			Goals related to: our financial audit by E&Y; year-end cash goal; Finance process improvements; operating expense reductions; investor relations; improvements in IT infrastructure; direct reports and succession planning; and SOX.			91%
Joseph M. Beechem			Goals related to: protecting and growing our core business; product development for GeoMx Digital Spatial Profiler and Spatial Molecular Imager; acceleration of GeoMx adoption in translational research, including through publications; shaping and expanding into new markets; and select Hyb & Seq Applications and Partners.			92%
J. Chad Brown			Goals related to: revenue growth; protecting and growing our core market; shaping and expanding into new markets; and strengthening and executing profitability, including goals related to marketing initiatives and events and corporate rebranding.			91%
David W. Ghesquiere			Goals related to: protecting and growing our nCounter business; shaping and expanding into new markets and research areas, including goals related to collaborations and partnerships relating to GeoMx and nCounter; and leadership strategy.			94%

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2020 Earned Cash Incentives

Based on the level of achievement of the Corporate Goals and individual goals and the weighting of such goals for each NEO (100% corporate goals for Mr. Gray, 75% corporate goals/25% individual goals for Messrs. Bailey, Beechem and Ghesquiere and 50% corporate goals/50% individual goals for Mr. Brown), the compensation committee then approved payment of the bonuses based on the salaries approved by the committee effective March 1, 2020 as follows:

						Target Opportunity									Achievement									2020 Earned Awards
Name			2020 Base Salary			(as % of base salary)			Target						Corporate			Individual						As % of Target			Actual
R. Bradley Gray			$618,000			85%			$525,300						95%			n/a						95%			$499,035
K. Thomas Bailey			$422,000			50%			$211,000						95%			91%						94%			$198,340
Joseph M. Beechem			$407,000			50%			$203,500						95%			92%						94%			$191,672
J. Chad Brown			$407,000			50%			$203,500						95%			91%						93%			$188,746
David W. Ghesquiere			$394,500			50%			$197,250						95%			94%						95%			$186,870

Long Term Equity Incentives

We have established a long-term equity incentive program to motivate our NEOs to increase stockholder value, and to reward our executives for achieving long-term corporate objectives. We feel strongly that granting stock-based awards to our executives promotes alignment of their interests with those of stockholders by allowing them to participate in, and rewarding them for, long-term appreciation of our stock. The compensation committee also considers the three-year vesting conditions on these awards to serve an important retention function for our NEOs. In addition, our compensation committee believes that this program is necessary to be and remain competitive with our peer companies and in the industries in which we compete for talent. Equity grants are made in connection with the hiring of an NEO, and also typically are awarded on an annual basis in the first quarter of each fiscal year.

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History of Equity Awards at NanoString

As our company has evolved, so has our equity incentive program.

2020 Equity Grants

In 2020, the compensation committee decided to strengthen our pay-for-performance culture by dropping stock options from the equity mix for all employees, including our NEOs. The committee instead elected to allocate 50% of the total 2020 equity value for the NEOs to PSU awards and allocated the other 50% of the value to restricted stock units (RSUs).        

On March 12, 2020, our executives were granted the following mix of equity awards as the long-term incentive component of their compensation packages for fiscal year 2020:

Name			PSUs (at 100% of target levels) (#)			RSUs (#)			Total Target Grant Date Equity Value* ($)
R. Bradley Gray			49,389			49,389			2,600,825
K. Thomas Bailey			14,966			14,966			788,110
Joseph M. Beechem			11,224			11,224			591,056
J. Chad Brown			11,224			11,224			591,056
David W. Ghesquiere			7,483			7,483			394,055

*For purposes of this table, total target grant date equity value was determined by multiplying (x) the number of PSUs (at target level) plus the number of RSUs by (y) $26.33, which was the closing price of our common stock on March 12, 2020.

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Performance share units

In determining the appropriate structure of the PSUs granted to our NEOs in 2020, the committee reviewed the performance equity practices of the company’s peers to understand common vehicles and performance metrics used to align executives’ interests with that of stockholders. Aon advised that the most common metrics used among our peers were revenue, TSR and operating income. The committee also reviewed design alternative, such as using multiple metrics. After reviewing the pros and cons of each alternative, the committee determined that performance goals tied to specified product and service revenue (“P&S Revenue”) goals continued to be the metric most closely aligned with long-term stockholder value creation. The committee also changed the design of the 2020 PSUs as compared to the 2019 PSUs in the following ways:

•The PSUs granted to our NEOs in 2020 can be earned based on the achievement of cumulative P&S Revenue goals over a two-year period — fiscal years 2020 and 2021; instead of one year (as with the 2019 PSUs).

•We have chosen not to disclose the specific P&S Revenue goals at this time as they cover a performance period currently in progress (fiscal year 2021) and therefore are sensitive and we have determined that it may be competitively harmful to do so. These metrics were adjusted by the committee in January 2021 to take account of the impact of the COVID-19 pandemic on revenues in 2020 and originally projected for 2021. The adjustments made to the 2020 PSUs were consistent with the adjustments made to the 2019 PSUs given that the performance period for both sets of PSUs includes the fiscal year 2020. In addition, the committee considered the smaller than projected installed base of instruments exiting 2020 and the reduction in the installed base projected for 2021 is expected to reduce consumables pull through revenue in 2021.

•The maximum possible payout percentage was reduced by the committee in January 2021 from a 200% maximum to a 150% maximum when the payout curve was adjusted as described above.

•In evaluating both the incentive as well as the retentive value of the PSUs, the committee elected to include additional time-based vesting requirements at the conclusion of the performance period to further strengthen the retentive component of the PSU awards. Once the number of PSUs for which performance has been achieved has been determined, two-thirds of those PSUs will vest immediately, and one-third will vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. If we experience a change in control before the end of the 2021 fiscal year, the Product & Service Revenue goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2022 (which will be January 3, 2022) and, subject to the executive’s continued service through the vesting date, one-third on the first market trading day on or after January 1, 2023 (which will be January 2, 2023) (or, if the award is not assumed, immediately before the change in control). The PSUs for which performance has been achieved, or deemed achieved as a result of a change in control, are also subject to “double trigger” acceleration of vesting provisions.

•P&S Revenue for these PSUs was defined as the Company’s product and service revenue as determined under GAAP and recording in the Company’s financial statements, excluding revenue from nCounter diagnostic consumables and the impact of acquisitions and divestitures that occur during the two-year performance period.

Restricted share units

•One-third of RSUs granted to our NEOs in 2020 will vest on the anniversary of the vesting commencement date over three years, subject to the executive’s continued service through each vesting date.

•RSUs are subject to “double trigger” acceleration of vesting provisions for our NEOs and certain other executives.

2019 Performance Share Units

In 2019, Aon had performed an extensive market analysis of our executive compensation policies and practices. Based on that analysis, the compensation committee decided to add PSUs to the equity mix for our executives in 2019, along with the time-based stock options and restricted stock units which had historically been granted to the executive team. The committee believed PSUs would strongly contribute to our pay-for-performance culture and be consistent with market trends, as well as provide a strong retention vehicle.

In determining the appropriate structure of the PSUs granted to our NEOs in 2019, performance goals tied to specified P&S Revenue goals were established as the compensation committee determined that these metrics closely align with long-term stockholder value creation.

•The PSUs granted to our NEOs in March 2019 could be earned based on the achievement of pre-set, objective P&S Revenue goals for fiscal year 2020 (the “2020 Performance Period”). P&S Revenue was defined as the company’s product and service revenue as determined under GAAP and recorded in the company’s financial statements, excluding the impact of acquisitions and divestitures that occur during the 2020 Performance Period.

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•Goals were set at challenging levels which, if achieved, would be equal to over 20% compound annual revenue growth at threshold and over 25% compound annual revenue growth at maximum.

•Executives could earn between 0% to 100% of the target number of PSUs based upon actual performance.

•In evaluating both the incentive as well as the retentive value of the PSUs, the committee elected to include additional time-based vesting requirements at the conclusion of the performance period to further strengthen the retentive component of the PSU awards. Once the number of PSUs for which performance has been achieved has been determined, 50% of those PSUs would vest immediately, and 50% would vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. If we had experienced a change in control before the end of the 2020 fiscal year, the Product & Service Revenue goals would no longer apply, and the award would vest as a time-based award as to 50% immediately and, subject to the executive’s continued service through the vesting date, 50% on the one-year anniversary of the change in control (or, if the award is not assumed, immediately before the change in control). The PSUs for which performance has been achieved, or deemed achieved as a result of a change in control, are also subject to “double trigger” acceleration of vesting provisions.

The P&S Revenue targets were updated by the committee in January 2020 to take account of the sale and licensing of the company’s diagnostics business to Veracyte in December 2019 that had not been contemplated at the time the goals were initially set in March 2019. This update was consistent with the original definition of P&S Revenue, allowing for the exclusion of the financial impact of divestitures. This update lowered the threshold for PSU vesting eligibility from $120 million to $105 million, reflecting the expected reduction of $15 million in sales revenue in 2020 from the Veracyte transaction. Pursuant to this update of the P&S Revenue targets, 50% of the PSUs would be eligible for vesting if P&S Revenue in 2020 was greater than $105 million (reduced from $120 million) but did not exceed $115 million (reduced from $130 million), and if P&S Revenue exceeded $115 million (reduced from $130 million), then 100% of the PSUs would be eligible to vest.

Throughout 2020, the committee closely monitored the performance of the company and received updates from management on progress on the 2020 Corporate Goals. In April 2020, the committee began to discuss whether to make additional updates as a result of reduced revenue that occurred during the COVID-19 pandemic due largely to the fact that many customers were required by local regulations to close their research laboratories and instrument and consumable orders slowed. The committee decided at that time to wait to take action until there was greater clarity around the full effect of the COVID-19 pandemic on the company’s business. During the COVID-19 pandemic, the company had continued to deliver on many of its Corporate Goals and had delivered substantial value to stockholders. The committee recognized that without adjustment, the PSUs would pay out at less than 50%, and possibly not pay out at all, thereby posing a risk to executive motivation and retention. On average, PSUs made up 36% of total direct compensation for our NEOs in 2019 and 25% of total direct compensation for NEOs in 2020. The committee also took note of the strong TSR performance of the company, which was 140% for 2020, as compared to 94% for its peer group and 27% compared to the Nasdaq Biotechnology Index.

In the fall of 2020, the committee reviewed several potential adjustments proposed by management (with Aon’s input) for the 2019 PSUs, examples of alternative approaches that had been used by other companies to update performance-based grants and the policies of the shareholder proxy advisory firms regarding such changes. Among the scenarios reviewed, considered and rejected by the committee were a shift to relative metrics such as TSR, shortening the performance period, and extension of the vesting period. The committee finally settled on an approach that reduced the performance metrics but also lowered the maximum payout to 85% of the target. In October 2020, the committee lowered the P&S Revenue threshold for PSU vesting eligibility to $90 million; if P&S Revenue in 2020 equaled $90 million, 50% of the PSUs would be eligible to vest and if P&S Revenue was equal to or greater than $105 million, then 85% of the PSUs would be eligible to vest. The committee also improved the design of the PSU by allowing for linear interpolation in the event P&S Revenue fell between $90 million and $105 million, thereby providing some downside protection in the event repeated resurgences of the COVID-19 pandemic in various countries resulted in another round of customer lab closures.

In January 2021, the committee certified P&S Revenue as $106.7 million and therefore 85% of the 2019 PSUs became eligible to vest (“eligible PSUs”). In accordance with the vesting terms of the PSUs, 50% of the eligible PSUs vested on January 27, 2021 and 50% of the eligible PSUs will vest on the one-year anniversary of the certification date, or January 27, 2022, subject to each executive’s continued service through that date.

2021 Equity Grants

In March 2021, the compensation committee approved annual equity grants for the CEO and other NEOs. The compensation committee decided that the 2021 grants to our NEOs should further emphasize our pay-for-performance culture, as well as provide a strong retention vehicle, and therefore determined to grant a combination of time-based RSUs and PSUs. These time-based RSUs are scheduled to vest as to one-third of the RSUs on each anniversary of the vesting commencement date over three years, subject to the executive’s continued service through each vesting date, and are subject to certain “double trigger” acceleration of vesting provisions.

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The 2021 PSUs are divided into two vesting components, each of which uses a different set of performance metrics measured by cumulative P&S Revenue for that component over a two year period — fiscal years 2021 and 2022. The first vesting component of PSUs (the “Spatial PSUs”) is tied to the performance of the company’s spatial business (defined as P&S Revenue for GeoMx and certain other spatial products on a GAAP basis, and excluding impact of acquisitions and divestitures that occur during the two-year performance period) and the second vesting component of PSUs (the “Base Revenue PSUs”) is tied to the performance of the company’s nonspatial business (defined as P&S Revenue for the company on a GAAP basis, other than P&S Revenue for our spatial business, and nCounter diagnostic consumables, and excluding impact of acquisitions and divestitures that occur during the two-year performance period). The committee designed the PSU grants in this way in order to recognize that spatial biology product and service revenue is a more important driver of stockholder value then the nonspatial product and service revenue. The Spatial PSUs constitute two-thirds of the value of the 2021 PSUs and the Base Revenue PSUs constitute one-third of the value of the 2021 PSUs. The Spatial PSUs and the Base Revenue PSUs each have different performance curves and maximum vesting payout targets. We have chosen not to disclose the specific metrics at this time as they cover a performance period currently in progress (fiscal year 2021) and therefore are sensitive and we have determined that it may be competitively harmful to do so.

Consistent with our historical practice, these PSUs are also subject to additional time-based vesting provisions at the conclusion of the performance period to further strengthen the retentive component of the PSU awards. Under these provisions, once the number of PSUs for which performance has been achieved has been determined, two-thirds of those PSUs would vest immediately on the determination date, and one-third would vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. If we had experienced a change in control before the end of the 2022 fiscal year, the Product & Service Revenue goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2023 (which will be January 2, 2023) and, subject to the executive’s continued service through the vesting date, one-third on the first market trading day on or after January 1, 2024 (which will be January 2, 2024) (or, if the award is not assumed, immediately before the change in control). The PSUs for which performance has been achieved, or deemed achieved as a result of a change in control, are also subject to “double trigger” acceleration of vesting provisions.

On March 11, 2021, the Committee granted an equity mix of 50% PSUs and 50% RSUs, as follows:

Name			PSUs (at 100% of target levels) (#)			RSUs (#)			Total Grant Date Equity Value* ($)
R. Bradley Gray			24,189			24,189			3,236,972
K. Thomas Bailey			8,293			8,293			1,109,769
Joseph M. Beechem			8,293			8,293			1,109,769
J. Chad Brown			8,293			8,293			1,109,769
David W. Ghesquiere			5,528			5,528			739,757

*For purposes of this table, total target grant date equity value was determined by multiplying (x) the number of PSUs (at target level) plus the number of RSUs by (y) $66.91, which was the closing price of our common stock on March 11, 2021.

Additional Compensation Policies and Practices

Stock Ownership Guidelines

We and our stockholders are best served by a board and executive team that manage the business with a long-term perspective. As such, we adopted stock ownership guidelines in February 2020 to strengthen the alignment of interests among stockholders, directors, NEOs, and other officers. The policy provides that the applicable required level of equity ownership is expected to be satisfied by our directors, NEOs, and other officers within five years of the later of: (i) February 2020 (date of policy adoption); and (ii) the date such person first becomes subject to the policy. Compliance with the guidelines is measured in July of each year.

Position			Required Multiple
Chief Executive Officer			3x base salary
Senior Vice Presidents			1x base salary
Non-executive Directors			3x annual retainer

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The value of the following types of Company stock or stock options owned by or granted to an executive, other officer or director qualifies toward the participant’s attainment of the target multiple of pay:

•100% of shares owned outright/shares beneficially owned;

•100% of vested and unvested RSUs; and

•50% of shares underlying vested, but unexercised, “in the money” stock options.

Insider Trading Policy

Our insider trading policy expressly prohibits all of our employees, including our NEOs and our directors from engaging in speculative transactions relating to our stock including short sales, puts/calls, hedging of stock ownership positions, margin accounts or pledges, and transactions involving derivative securities relating to our common stock.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers and other current or former employees that the Company may deduct for federal income tax purposes. An exception to the $1 million limitation for performance-based compensation meeting certain requirements was repealed beginning in 2018 (other than with respect to certain grandfathered arrangements) under the Tax Cuts and Jobs Act (the “Act”). In addition, the regulations under Section 162(m) contain a transition rule that applies to companies during a limited period following the initial public offering of their stock. Pursuant to this rule, certain compensation granted before the end of a transition period (and, with respect to restricted stock units, that also are paid out before the end of the transition period) currently is not counted toward the deduction limitations of Code Section 162(m) if certain requirements are met. It is possible that certain of the equity awards granted prior to the end of our transition period in 2017 may be eligible to be excluded from the Section 162(m) deduction limits pursuant to this transition rule. As a result of these changes and the end of our transition period, except as otherwise provided in the transition relief provisions of the Act or pursuant to the transition period rules, compensation paid to any of our covered executives generally will not be deductible in 2019 or future years, to the extent that it exceeds $1 million.

Our compensation committee has not adopted a policy that any or all equity or other compensation must be deductible. Given that we have not been profitable since our inception, our compensation committee has not emphasized or sought to maximize the deductibility of executive compensation and instead has focused our compensation policies on the goals discussed throughout this CD&A. However, as we move toward profitability, the compensation committee intends to balance the objective of ensuring an effective compensation package with the need to maximize the deductibility of executive compensation. However, we cannot guarantee that any compensation in excess of $1 million paid to our covered executives will be or will remain deductible under Section 162(m).

We account for stock-based compensation in accordance with the requirements of Accounting Standards Codification Topic 718, Compensation - Stock Compensation. Under the fair value provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award.

Compensation Recovery Policy

As a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results as the result of misconduct or due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they receive. In addition, we will comply with the requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act and anticipate that we will adopt a compensation recovery policy once final regulations on the subject have been adopted.

Employment Agreements

We have entered into employment agreements with each of our NEOs with the oversight and approval of our compensation committee. Each of these employment agreements was negotiated by our CEO, with the exception of his own employment agreement, and contains terms intended to attract, retain and motivate our NEOs. These employment agreements have no specified term and also acknowledge that each of these NEOs is an “at will” employee, whose employment can be terminated at any time. The agreements set forth the terms and conditions of employment of each NEO, including base salary, target annual incentive compensation payment, standard employee benefit plan participation, and initial stock grant and the terms of vesting of the initial stock grant. These employment agreements were each subject to execution of our standard confidential information and invention assignment agreement.

In addition, each NEO has entered into an indemnification agreement with us, pursuant to which we have agreed to indemnify our NEOs against any costs, expenses and judgements assessed against them as a result of the performance of their duties as our employees, with certain exceptions.

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Severance and Change in Control Benefits

The employment agreements we have entered into with our NEOs contain severance and change in control provisions which require us to provide specific payments and benefits in connection with the termination of our NEOs’ employment in certain circumstances, generally subject to their execution of a release of claims. Early in 2020, the compensation committee approved amendments to the employment agreements of our NEOs to include company reimbursement of COBRA premiums upon certain non-change in control-related terminations of employment, as the compensation committee felt that this reasonable addition was appropriate to protect NEO’s interests in continued health care in the event of such a termination, and to be more consistent with similar benefits offered by our peers. In addition, if the NEO’s employment agreement did not already contain a current Section 280G “best results” provision, his employment agreement was amended to add one. Under the Section 280G “best results” provision, if the severance payments or other benefits provided to the NEO constitute “parachute payments” under Section 280G of the Internal Revenue Code, the NEO’s severance and other benefits will be either (i) delivered in full or (ii) delivered only to a lesser extent that would result in no portion of such severance benefits being subject to applicable excise tax, whichever results in the greatest amount of after-tax benefits. We added this provision to be clear that no Section 280G tax gross-ups would be provided. In addition, as described above, NEO equity awards generally contain “double trigger” vesting acceleration provisions triggered in connection with the termination of our NEO’s employment in certain circumstances following a change in control, as described above. We believe that these severance and change in control arrangements and provisions provide retention value by encouraging our NEOs to continue their employment with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment or a potential change in control, allowing our NEOs to focus on their duties and responsibilities. For a summary of the material terms and conditions of these severance and change in control arrangements, see the section titled “Potential Payments upon Termination or Change in Control” below.

Health, Welfare and 401(k) Plan Benefits

Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability plans, in each case on the same basis as other employees.

We maintain a tax-qualified retirement plan that provides eligible employees, including our NEOs, with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. We currently match employee 401(k) contributions at a rate of $1.00 for each dollar contribution, up to 2% of an eligible employee’s gross salary and at the rate of $0.50 for each dollar contribution up to an additional 4% of each employee’s gross salary, capped at a maximum matching contribution amount of $4,000 per employee. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Post tax contributions to a Roth account are also offered under the plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made.

Compensation Committee Report

Our compensation committee has reviewed the Compensation Discussion and Analysis provided above with management. Based on such review and discussion, our compensation committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2020 and this proxy statement.

Respectfully submitted by the members of the compensation committee of the board of directors:

Gregory Norden, Chair

Dr. Kirk D. Malloy

William Young

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Summary Compensation Table for Fiscal Years 2020, 2019 and 2018

The table below sets forth compensation information for the individuals who served as our chief executive officer and chief financial officer during 2020, our two most highly compensated executive officers, other than our chief executive officer or chief financial officer, who served as executive officers as of December 31, 2020 and Mr. Ghesquiere who was not serving as an executive officer as of December 31, 2020. We refer to these five individuals throughout this report as our “NEOs” for 2020.

Name and Principal Position						Year						Salary(1)						Stock Awards(2)						Option Awards(2)						Non-Equity Incentive Plan Compensation(3)						All Other Compensation(4)						Total
R. Bradley Gray						2020						$	637,962					$	4,312,551		(5)			$	—					$	499,035					$	4,133					$	5,453,681
President and Chief Executive Officer						2019						569,167						4,620,083						1,595,790						499,800						4,000						7,288,840
						2018						565,000						1,107,999						226,661						624,325						4,000						2,527,985
K. Thomas Bailey						2020						435,692						1,206,517			(5)			—						198,340						4,132						1,844,681
Chief Financial Officer						2019						391,250						1,129,353						390,078						194,013			(6)			4,000						2,108,694
						2018						400,000						291,550						430,988						270,000						3,333						1,395,871
Joseph M. Beechem						2020						420,115						1,009,463			(5)			—						191,672						4,133						1,625,383
Chief Scientific Officer and Senior Vice President, Research & Development						2019						376,875						1,129,353						390,078						194,538						4,000						2,094,844
						2018						385,000						375,999						75,554						231,000						4,000						1,071,553
J. Chad Brown						2020						420,115						1,009,463			(5)			—						188,746						4,133						1,622,457
Senior Vice President, Sales & Marketing						2019						373,542						1,129,353						390,078						195,525						4,000						2,092,498
David W. Ghesquiere(7)						2020						407,135						641,244			(5)			—						186,870						4,607						1,239,856
Senior Vice President, Corporate & Business  Development						2019						365,313						667,361						230,497						188,381						4,000						1,455,552
						2018						375,000						368,002						75,554						220,313						4,000						1,042,869

(1)As a result of our transition to a new human resources information system, a portion of the December 2019 salaries were paid in January 2020 and therefore reduced the salary amount paid in 2019 compared to the salary amount paid in 2018.

(2)The dollar amounts in this column represent the aggregate grant date fair value of restricted stock unit awards, PSUs, assuming future payout at target, and stock option awards granted in 2020, 2019 and 2018, respectively. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report on Form 10-K.

(3)The amounts in this column represent the amounts earned and payable each year under the bonus plan for such year, all of which were paid in the subsequent year.

(4)The amounts in this column consist of matching contributions made by us pursuant to our 401(k) plan up to $4,000, as well as other fringe benefits.

(5)Amount represents the aggregate grant date fair value of restricted stock unit awards and PSUs based upon the probable outcome of performance conditions on the grant date. The amount includes the increase in the fair value of 2019 PSU awards resulting from modifications of such awards as described above in “2019 Performance Share Units.” Assuming the highest level of performance is achieved, the aggregate grant date fair value of such awards is $5,612,963 for Mr Gray, $1,600,572 for Mr. Bailey, $1,304,991 for Mr. Beechem, $1,304,991 for Mr. Brown, and $838,271 for Mr. Ghesquiere.

(6)In reviewing the performance of our NEOs against the 2019 Corporate Goals, the Compensation Committee determined the achievement of Mr. Bailey’s individual goal at 80% and the achievement of the corporate goal at 98%. However, due to an administrative error, the bonus for Mr. Bailey was originally calculated based on an incorrect (and lower) base salary, resulting in an initial bonus payment to him of $191,675. In April 2020, this administrative error was identified and corrected, and the compensation committee approved the payment to Mr. Bailey of the incremental amount of $2,338 needed to bring his bonus to the correct 2019 bonus amount of $194,013.

(7)Disclosure for Mr. Ghesquiere is provided pursuant to Item 402(a)(3)(iv) as Mr. Ghesquiere was not serving as an executive officer at the end of 2020.

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Grants of Plan-Based Awards

The following table sets forth each equity and non-equity based award granted to our NEOs during 2020.

												Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)															Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards: Number of Shares of Stock or Units (#) (3)			Grant Date Fair Value of Stock and Option Awards (4)
Name			Grant Date						Name of Plan			Threshold			Target			Maximum															Threshold			Target									Maximum
R. Bradley Gray									2020 Non-Equity Plan						$	525,300
			3/12/2020						2013 Equity Incentive Plan																								—			49,389			98,778									$	1,300,412
			3/12/2020						2013 Equity Incentive Plan																																				49,389			1,300,412
			3/25/2019			(5)			2013 Equity Incentive Plan																								—			112,170			—									1,711,727
K. Thomas Bailey									2020 Non-Equity Plan						211,000
			3/12/2020						2013 Equity Incentive Plan																								—			14,966			29,932									394,055
			3/12/2020						2013 Equity Incentive Plan																																				14,966			394,055
			3/25/2019			(5)			2013 Equity Incentive Plan																								—			27,419			—									418,407
Joseph M. Beechem									2020 Non-Equity Plan						203,500
			3/12/2020						2013 Equity Incentive Plan																								—			11,224			22,448									295,528
			3/12/2020						2013 Equity Incentive Plan																																				11,224			295,528
			3/25/2019			(5)			2013 Equity Incentive Plan																								—			27,419			—									418,407
J. Chad Brown									2020 Non-Equity Plan						203,500
			3/12/2020						2013 Equity Incentive Plan																								—			11,224			22,448									295,528
			3/12/2020						2013 Equity Incentive Plan																																				11,224			295,528
			3/25/2019			(5)			2013 Equity Incentive Plan																								—			27,419			—									418,407
David Ghesquiere									2020 Non-Equity Plan						197,250
			3/12/2020						2013 Equity Incentive Plan																								—			7,483			14,966									197,027
			3/12/2020						2013 Equity Incentive Plan																																				7,483			197,027
			3/25/2019			(5)			2013 Equity Incentive Plan																								—			16,203			—									247,190

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(1)The amounts reported in this column represent the target amount of annual performance-based incentive bonus compensation that might have been paid to each named executive officer for 2020 performance. There are no threshold or maximum levels for the award. The actual payouts approved for 2020 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” These awards are described in further detail in the “Compensation Discussion and Analysis” in the section entitled “2020 Incentive Opportunities.” The bonus payouts approved pursuant to our 2020 bonus incentive program were paid during the first quarter of 2021.

(2)For PSU awards granted in 2020, the maximum possible payout percentage was reduced by the compensation committee in January 2021 from a 200% maximum to a 150% maximum.

(3)The amounts in these columns represent restricted stock units and are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at December 31, 2020” table.

(4)The dollar amounts in this column reflect the aggregate grant date fair value of the awards granted in 2020. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown include the impact of the estimated future payout for awards at target issued under the Equity Incentive Plan and exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report on Form 10-K.

(5)In January 2020 and October 2020, the 2019 PSUs award was modified as described above in “2019 Performance Share Units.” The January 2020 modification resulted in no adjustment to the number of shares subject to the award or the fair value of the award at the time of the modification. The October 2020 award resulted in an increase in the fair value of the award at the time of the modification. Pursuant to SEC rules, this incremental increase in fair value is set forth in the column titled “Grant Date Fair Value of Stock and Option Awards.” In connection with the October 2020 modification, the number of shares to be awarded in connection with attainment of the target achievement level was reduced, and the number of shares set forth in the “Target” column represents the reduced number.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents information concerning equity awards held by our NEOs at the end of 2020.

			Option Awards																								Stock Awards
			Vesting Commencement Date			Number of Securities Underlying Option (#)												Option Exercise Price			Option Expiration Date						Number of Shares or Units of Stock That Have Not Vested (#)						Market Value of Shares or Units of Stock That Have Not Vested						Equity Incentive Plan Awards
Name						Exercisable						Unexercisable																											Number of Unearned Shares or Units of Stock That Have Not Vested						Market Value of Shares or Units of Stock That Have Not Vested
R. Bradley Gray			March 1, 2012			8,631			(1)			—						$	1.92		February 28, 2022						—						—						—						—
			January 10, 2013			61,309			(1)			—						$	6.72		January 9, 2023						—						—						—						—
			January 31, 2014			90,000			(1)			—						$	18.18		January 30, 2024						—						—						—						—
			February 9, 2015			100,000			(1)			—						$	12.77		February 8, 2025						—						—						—						—
			February 3, 2016			62,500			(1)			—						$	12.94		February 2, 2026						—						—						—						—
			February 6, 2017			57,501			(2)			2,499			(2)			$	18.80		February 5, 2027						—						—						—						—
			February 6, 2018			42,501			(2)			17,499			(2)			$	6.80		February 5, 2028						—						—						—						—
			March 10, 2018			—						—						—									10,000			(3)			668,800			(4)			—						—
			March 10, 2018			—						—						—									44,315			(3)			2,963,787			(4)			—						—
			March 13, 2019			54,591			(2)			70,187			(2)			$	23.34		March 24, 2029						—						—						—						—
			March 13, 2019			—						—						—									43,988			(3)			2,941,917			(4)			—						—
						—						—						—									—						—						112,170			(6)			7,501,946			(4)
			March 5, 2020			—						—						—									49,389			(3)			3,303,136			(4)			—						—
						—						—						—									—						—						49,389			(7)			3,303,136			(4)
K. Thomas Bailey			January 16, 2018			1,979			(5)			25,730			(5)			$	8.16		January 15, 2028						—						—						—						—
			March 13, 2019			635			(2)			17,157			(2)			$	23.34		March 24, 2029						—						—						—						—
			March 13, 2019			—						—						—									10,753			(3)			719,161			(4)			—						—
						—						—						—									—						—						27,419			(6)			1,833,803			(4)
			March 5, 2020			—						—						—									14,966			(3)			1,000,926			(4)			—						—
						—						—						—									—						—						14,966			(7)			1,000,926			(4)

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Joseph M. Beechem			April 19, 2012			82,968			(1)			—						$	1.92		April 18, 2022						—						—						—						—
			January 10, 2013			24,999			(1)			—						$	6.72		January 9, 2023						—						—						—						—
			January 31, 2014			35,000			(1)			—						$	18.18		January 30, 2024						—						—						—						—
			February 9, 2015			45,000			(1)			—						$	12.77		February 8, 2025						—						—						—						—
			February 3, 2016			25,000			(1)			—						$	12.94		February 2, 2026						—						—						—						—
			February 6, 2017			19,167			(2)			833			(2)			$	18.80		February 5, 2027						—						—						—						—
			February 6, 2018			14,167			(2)			5,833			(2)			$	6.80		February 5, 2028						—						—						—						—
			March 10, 2018			—						—						—									3,334			(3)			222,978			(4)			—						—
			March 10, 2018			—						—						—									15,098			(3)			1,009,754			(4)			—						—
			March 13, 2019			13,344			(2)			17,157			(2)			$	23.34		March 24, 2029						—						—						—						—
			March 13, 2019			—						—						—									10,753			(3)			719,161			(4)			—						—
						—						—						—									—						—						27,419			(6)			1,833,803			(4)
			March 5, 2020			—						—						—									11,224			(3)			750,661			(4)			—						—
						—						—						—									—						—						11,224			(7)			750,661			(4)
J. Chad Brown			July 5, 2017			1,250			(5)			8,751			(5)			$	16.35		July 4, 2027						—						—						—						—
			February 6, 2018			208			(2)			2,917			(2)			$	6.80		February 5, 2028						—						—						—						—
			March 10, 2018			—						—															1,668			(3)			111,556			(4)			—						—
			March 10, 2018			—						—															8,589			(3)			574,432			(4)			—						—
			March 13, 2019			1,272			(2)			17,157			(2)			$	23.34		March 24, 2029						—						—						—						—
			March 13, 2019			—						—						—									10,753			(3)			719,161			(4)			—						—
						—						—						—									—						—						27,419			(6)			1,833,803			(4)
			March 5, 2020			—						—						—									11,224			(3)			750,661			(4)			—						—
						—						—						—									—						—						11,224			(7)			750,661			(4)
David Ghesquiere			December 5, 2013			1,421			(1)			—						$	12.50		December 4, 2023						—						—						—						—
			February 9, 2015			45,000			(1)			—						$	12.77		February 8, 2025						—						—						—						—
			February 3, 2016			25,000			(1)			—						$	12.94		February 2, 2026						—						—						—						—
			November 11, 2016			5,625			(1)			—						$	22.68		November 10, 2026						—						—						—						—
			February 6, 2017			7,917			(2)			833			(2)			$	18.80		February 5, 2027						—						—						—						—
			February 6, 2018			14,167			(2)			5,833			(2)			$	6.80		February 5, 2028						—						—						—						—
			March 10, 2018			—						—						—									3,334			(3)			222,978			(4)			—						—
			March 10, 2018			—						—						—									14,706			(3)			983,537			(4)			—						—
			March 13, 2019			7,135			(2)			10,138			(2)			$	23.34		March 24, 2029						—						—						—						—
			March 13, 2019			—						—						—									6,354			(3)			424,956			(4)			—						—
						—						—						—									—						—						16,203			(6)			1,083,637			(4)
			March 5, 2020			—						—						—									7,483			(3)			500,463			(4)			—						—
						—						—						—									—						—						7,483			(7)			500,463			(4)

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(1)The options have fully vested.

(2)Options vest in equal monthly installments from the vesting commencement date over four years. Notwithstanding the foregoing, if the named executive officer is terminated without cause or resigns for good reason (each as defined in the executive’s applicable stock option agreement), in each case, following a change in control (as defined under our 2013 Equity Incentive Plan), then 100% of the then-unvested shares will vest.

(3)One third of the restricted stock units vest on the first market trading day following the first anniversary of vesting commencement date and one third of the restricted stock units vest annually on the first market trading day after each of the second and third anniversaries of the vesting commencement date. Notwithstanding the foregoing, if the named executive officer is terminated without cause or resigns for good reason (each as defined in the executive’s applicable restricted stock unit agreement), in each case, following a change in control (as defined under our 2013 Equity Incentive Plan), then 100% of the then-unvested shares will vest.

(4)The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on The NASDAQ Stock Market on December 31, 2020, the last trading day of the year, which was $66.88 per share.

(5)Twenty-five percent of the options vest on the one year anniversary of the start date, and the remaining options will vest monthly over the next thirty-six months in approximately equal monthly amounts. Notwithstanding the foregoing, if Mr. Bailey or Mr. Brown is terminated without cause or resigns for good reason (each as defined in the executive’s applicable stock option agreement), in each case, following a change in control (as defined under our 2018 Inducement Equity Incentive Plan), then 100% of the then-unvested shares will vest.

(6)The PSUs are earned and become eligible to vest based on the achievement of pre-set, objective Product & Service Revenue goals for fiscal year 2020. Once the number of PSUs for which performance has been achieved has been determined, 50% of those PSUs will vest immediately, and the remaining 50% of those PSUs will vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. In addition, the vesting of the PSUs may be accelerated upon a change in control and/or a qualifying termination of the executive’s employment, as described in further detail in the section below entitled “Potential Payments upon Termination or Change in Control.”

(7)The PSUs are earned and become eligible to vest based on the achievement of pre-set, objective cumulative Product & Service Revenue goals for fiscal years 2020 and 2021. Once the number of PSUs for which performance has been achieved has been determined, 66% of those PSUs will vest immediately, and the remaining 33% of those PSUs will vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. In addition, the vesting of the PSUs may be accelerated upon a change in control and/or a qualifying termination of the executive’s employment, as described in further detail in the section below entitled “Potential Payments upon Termination or Change in Control.”

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Option Exercises and Stock Vested

The following table sets forth information regarding exercises of equity awards by our NEOs for the year ended December 31, 2020.

			Option Awards												Stock Awards
Name			Number of Shares Acquired on Exercise (#)						Value Realized on Exercise						Number of Shares Acquired on Vesting (#)						Value Realized on Vesting
R. Bradley Gray			200,000						$	6,455,954					86,309						$	2,400,052
K. Thomas Bailey			19,792						507,982						40,376						1,184,393
Joseph M. Beechem			—						—						27,141						771,793
J. Chad Brown			49,258						846,263						15,630						417,740
David Ghesquiere			91,579						2,639,495						24,550						716,891

Executive Employment Arrangements

Each NEO is an “at-will” employee. Employment agreements with our NEOs provide for one or more of the following: annual base salary, an annual cash incentive payment targeted at a percentage of the NEO’s base salary, initial grants of stock options and/or restricted stock units and participation in our Company-wide employee benefit plans. In addition, the employment agreements we have entered into with our NEOs provide for severance payments and benefits as described below.

The current base salary and target annual cash incentive as a percentage of each NEO’s base salary for 2021 is as follows:

Name			Base Salary						Target Cash Incentive
R. Bradley Gray			$	645,000					85%
K. Thomas Bailey			437,000						50%
Joseph M. Beechem			437,000						50%
J. Chad Brown			422,000						50%
David W. Ghesquiere			409,500						50%

Potential Payments upon Termination or Change in Control

We have entered into employment agreements with our NEOs that contain severance and change in control provisions which require us to provide specific payments and benefits in connection with the termination of our NEOs’ employment in certain circumstances.

In February 2020, the compensation committee approved an amendment to the employment agreements of our NEOs. The compensation committee reviewed an analysis of current market practice with respect to severance arrangements in our compensation peer group prepared by our independent compensation consultant. As a result of this review, the compensation committee recommended that we enter into the employment agreement amendments to adjust severance payments to our executives, including our NEOs, in connection with certain terminations of their employment, and the tax treatments of such severance payments, to align our practices more closely with our compensation peer group. Specifically, as discussed further below, each of the amendments provides that, upon termination without cause or resignation for good reason, in each case, not in connection with a change in control transaction, such impacted executive will be entitled to receive reimbursement of premiums under COBRA for up to six months (or, in the case of Mr. Gray, reimbursement of premiums under COBRA for up to 12 months). The amendments for Messrs. Gray, Beechem and Ghesquiere also add a Section 280G “best results” provision similar to such provision in the agreements with Messrs. Bailey and Brown.

If the event of our termination of the NEO’s employment other than for “cause” (as defined in each employment agreement and summarized below) (and that is not by reason of the NEO’s death or disability), or due to the NEO’s resignation from employment with us for “good reason” (as defined in each employment agreement and summarized below), the NEO will receive continuing base salary payments for a period of six months (or in Mr. Gray’s case, 12 months) and, pursuant to the February 2020 amendments described above, reimbursement of premiums paid for continuation coverage under COBRA for the

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NEO and his eligible dependents for up to six months (or in Mr. Gray’s case, 12 months). However, if such termination other than for “cause,” death or disability, or such resignation for “good reason,” in either case, occurs within 12 months following a “change in control” (as defined in our 2013 Equity Incentive Plan or, for Mr. Bailey, under our 2018 Inducement Equity Incentive Plan), the NEO instead will be entitled to the following:

•a lump sum payment equal to 12 months (or in Mr. Gray’s case, 24 months) of his then-effective base salary;

•100% (or in Mr. Gray’s case, 200%) of his target annual cash incentive payment. This will be calculated based on the completion of a full calendar year and at the then-effective target percentage times the then-effective base salary; and

•reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his eligible dependents for up to 12 months (or in Mr. Gray’s case, 24 months).

In order to receive the severance benefits detailed above, each NEO is obligated to execute a release of claims against us, provided that the release becomes enforceable and irrevocable not later than 60 days following such NEO’s termination date, and to continue to comply with the terms of certain non-solicitation and non-competition requirements under the NEO’s proprietary information and inventions agreement (and for Messrs. Gray and Ghesquiere and Dr. Beechem, certain other restricted covenants, such as non-disparagement requirements, contained in the employment agreement, and for Messrs. Bailey and Brown, any other obligations under his proprietary information and inventions agreement). Mr. Bailey’s release of claims agreement will contain certain restrictive covenants, such as non-solicit provisions and mutual non-disparagement requirements.

For each of Messrs. Gray and Ghesquiere and Dr. Beechem, the employment agreements provided “double trigger” acceleration of vesting of their new hire equity awards in the event of a termination without cause or resignation for good reason, in either event that occurs after a change in control of the Company. However, each of these new hire awards have fully vested based on continued service to the Company over time. NEO equity awards generally contain similar “double trigger” vesting acceleration provisions, as described below. For each of Messrs. Bailey and Brown, the employment agreements provided “double trigger” acceleration of vesting of their new hire equity awards in the event of a termination without cause or resignation for good reason, in either event that occurs on or within 12 months after a change in control of the Company.

We do not provide for any gross ups for any excise taxes that may be imposed by Section 4999 of the Internal Revenue Code. The employment agreements with each NEO includes a Section 280G “best results” provision that provides that, in the event that any payment to the applicable NEO is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (as a result of a payment being classified as a “parachute payment” under Section 280G of the Internal Revenue Code), the NEO will be entitled to receive such payment as would entitle him to receive the greatest after-tax benefit of either the full payment or a lesser payment which would result in no portion of such severance benefits being subject to excise tax. As described below, in 2020, the employment agreements of each other NEO’s were revised to include a similar “best results” provision.

For purposes of the 2013 Equity Incentive Plan, 2018 Inducement Equity Incentive Plan, and change in control benefits contained in the NEOs’ employment agreements, “change in control” means generally:

•the date that any one person, or more than one person acting as a group, acquires ownership of our capital stock that, together with the stock held by such person or such group, constitutes more than 50% of the total voting power of our capital stock;

•the date that a majority of members of the board is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the board prior to such date; or

•the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or group) assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition or acquisitions.

For purposes of each of the employment agreements with our NEOs (other than Messrs. Bailey and Brown), “cause” means generally:

•a violation of one of our material written policies that continues uncured for 30 days after notification by us;

•an act of dishonesty in connection with such NEO’s responsibilities as our employee;

•such NEO’s conviction of, or plea of nolo contendere to, a felony;

•such NEO’s gross misconduct;

•such NEO’s failure or refusal to follow the lawful and proper directives of the board of directors which are within his duties that are not corrected within 30 days after written notice; or

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•such NEO’s material breach of his proprietary information agreement or the non-disparagement provision of his employment agreement.

For purposes of each of the employment agreements with Messrs. Bailey and Brown, “cause” means generally:

•such NEO’s failure to perform (or in Mr. Bailey’s case, substantially perform) his duties and responsibilities (other than a failure from his disability) after receiving written notice of the alleged failure and 10 days’ opportunity to cure;

•such NEO’s commission of any act of fraud, embezzlement, dishonesty or misrepresentation;

•such NEO’s violation of any federal or state law or regulation applicable to our business or the business of our affiliates;

•such NEO’s breach of any confidentiality agreement or invention assignment agreement with us (or any affiliate of our affiliates);

•such NEO’s being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, us or our affiliates; or

•in Mr. Bailey’s case, his failure to provide us with proof of his authorization to work in the U.S. (which has been provided)

For purposes of each of the employment agreements with our NEOs (other than Messrs. Bailey and Brown), “good reason” means generally any of the following, without such NEO’s written consent:

•for Mr. Gray, a material and permanent diminution in his duties, authority or responsibilities causing such position to be of materially reduced stature or responsibility including a requirement that he is required to report to a corporate officer or employee instead of reporting directly to our board of directors or, if we become a subsidiary of another corporation, the board of directors of our parent company;

•for Dr. Beechem and Mr. Ghesquiere, a material, adverse and permanent change in such NEO’s position, causing such position to be of materially reduced stature or responsibility, provided that the continuance of his duties and responsibilities at the subsidiary or divisional level following a change in control, rather than at the parent, combined or surviving company level following the change in control, will not be deemed good reason within the meaning of this clause;

•for Mr. Gray, our material breach of any provision of his employment agreement;

•for Dr. Beechem and Mr. Ghesquiere, our material breach of any material provision of such NEO’s employment agreement that continues uncured for 30 days following notice by him;

•a refusal by such NEO to relocate to a facility or location more than 40 miles (or, for Mr. Gray, more than 50 miles) from our then-current location;

•a reduction of more than 5% (10% for Mr. Gray) of his base salary then in effect (other than a reduction applicable to officers of the Company generally); or

•for Dr. Beechem and Mr. Ghesquiere, a material reduction in the kind and level of employee benefits (other than base salary) which results in a substantial reduction of the NEO’s overall benefits package (other than a reduction applicable to officers of the Company generally).

To qualify as a resignation for good reason, the NEO must provide notice to us within 30 days (90 days for Mr. Gray) after the initial existence of the condition or event described above and allow us to cure the condition or event within 30 days following our receipt of the notice, and if not cured, the NEO thereafter elects to terminate his employment voluntarily within 30 days after the expiration of the period for correcting such condition or event. In addition, any change in the NEO’s job function or responsibilities in order to accommodate a disability under the Americans with Disabilities Act, the Family Medical Leave Act or any analogous statute or law will not constitute a basis for the NEO to resign for good reason.

For purposes of each of the employment agreements with Messrs. Bailey and Brown, “good reason” means generally such NEO’s resignation within 30 days after the expiration of the cure period described below following the occurrence of any of the following, without his express written consent:

•the assignment to such NEO of any duties or the reduction of his duties, either of which results in a material diminution in his position or responsibilities with us, provided that the continuance of his duties and responsibilities at the subsidiary or divisional level following a change in control, rather than at the parent, combined, or surviving company level following such change in control will not be deemed good reason;

•a material reduction in such NEO’s base salary;

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•a material change in the geographic location at which such NEO must perform services (for purposes of the foregoing, his relocation to a facility or a location less than 25 miles from his then-present location will not be considered a material change in geographic location); or

•our material breach of any material provision of such NEO’s employment agreement.

Such NEO’s resignation will not be deemed to be for good reason unless he has first provided us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date we receive such notice, and such condition has not been cured during such period.

NEO Equity Awards

The time-based equity awards granted to our NEOs generally include “double trigger” acceleration provisions. Under these provisions, if the NEO is terminated without “cause” or resigns for “good reason,” in each case, following a “change in control” (as defined under the applicable equity plan under which the award was granted), the time-based equity award will vest in full immediately prior to such termination, provided that with respect to the new hire equity grants to Messrs. Bailey and Brown, in order for the applicable NEO to receive this acceleration of vesting, his termination without cause or for good reason must occur within 12 months following a change in control.    

With respect to the above-described equity acceleration provisions, the definitions of “cause” and “good reason” are substantially the same as those set forth in Mr. Bailey’s employment agreement and described above, except that the “cause” definition does not include failure to provide proof of authorization to work in the U.S., and the good reason definition is triggered by a material breach of the applicable equity award agreement, rather than of the employment agreement. In addition, not all of the equity awards include the proviso that the continuance of the NEO’s duties and responsibilities at the subsidiary or divisional level following a change in control (rather than at the parent, combined, or surviving company level following such change in control) will not be deemed good reason.

With respect to the PSUs granted to our NEOs in 2020, if the Company experiences a change in control before the end of the 2021 fiscal year, the performance goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2022 (which will be January 3, 2022) and, subject to the executive’s continued service through the vesting date, as to one-third on the first market trading day on or after January 1, 2023 (which will be January 2, 2023) (or under the terms of our 2013 Equity Incentive Plan, if the award is not assumed, as if immediately before the change in control, as described below).

With respect to the PSUs granted to our NEOs in 2021, if the Company experiences a change in control before the end of the 2022 fiscal year, the performance goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2023 (which will be January 2, 2023) and, subject to the executive’s continued service through the vesting date, as to one-third the first market trading day on or after on January 1, 2024 (which will be January 2, 2024) (or under the terms of our 2013 Equity Incentive Plan, if the award is not assumed, as if immediately before the change in control, as described below).

For both the 2020 and 2021 PSUs, the PSUs for which performance has been achieved, or deemed achieved as a result of a change in control, are also subject to “double trigger” acceleration of vesting provisions similar to those described in the second paragraph of this “NEO Equity Awards” section, except that the good reason trigger for a material diminution in the NEO’s position or responsibilities with us does not include the proviso that the continuance of the NEO’s duties and responsibilities at the subsidiary or divisional level following a change in control (rather than at the parent, combined, or surviving company level following such change in control) will not be deemed good reason, and the trigger related to material breach of any material provision of the employment agreement instead relates to sch breach of the PSU award agreement.

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2013 Equity Incentive Plan and 2018 Inducement Equity Incentive Plan

Our 2013 Equity Incentive Plan, or the 2013 Plan, and our 2018 Inducement Equity Incentive Plan, each provide that in the event of a merger or “change in control,” as defined under the applicable plan, each outstanding award will be treated as the administrator determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time.    

Under our 2013 Plan, if the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation not at the request of the acquirer, his or her outstanding stock options and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and restricted stock units will lapse, and all performance goals or other vesting requirements for his or her awards with performance-based vesting will be deemed achieved at 100% of target levels, and all other terms and conditions met.

The following table describes the payments and benefits that each of our NEOs would be entitled to receive upon a change in control or upon termination of his employment in the circumstances described above under the plans and arrangements with our NEOs described above. Payments and benefits are estimated assuming that the triggering event took place on December 31, 2020, and the price per share of our common stock is the closing price on The Nasdaq Global Market as of that date.

Potential Payments Upon Termination or Change in Control

			Employment Termination Without Cause or For Good Reason
			No Change in Control												Within 12 months Following a Change in Control																								More than 12 months after a Change in Control
Name			Severance Payments (1)						Health Care Benefits(2)						Severance Payments (3)						Annual Cash Incentive Payment(4)						Equity Acceleration(5)						Health Care Benefits(6)						Severance Payments(1)						Health Care Benefits(2)						Equity Acceleration(5)
R. Bradley Gray			$	618,000					$	23,990					$	1,236,000					$	1,050,600					$	24,910,156					$	47,980					$	618,000					$	23,990					$	24,910,156
K. Thomas Bailey			211,000						7,120						422,000						211,000						6,812,697						14,240						211,000						7,120						5,301,832
Joseph M. Beechem			203,500						6,920						407,000						203,500						6,424,531						13,840						203,500						6,920						6,424,531
J. Chad Brown			203,500						9,485						407,000						203,500						6,104,731						18,970						203,500						9,485						5,662,543
David Ghesquiere			197,250						9,485						394,500						197,250						4,547,940						18,970						197,250						9,485						4,547,940

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(1)The amount shown in this column for each NEO consists of continuing payments of the NEO’s base salary as of December 31, 2020, for a period of six months (or in Mr. Gray’s case, twelve months).

(2)The amount shown in this column for each NEO consists of the estimated cost of reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his eligible dependents for up to 6 months (or in Mr. Gray’s case, 12 months).

(3)The amount shown in this column for each NEO consists of a lump sum payment equal to twelve months (or in Mr. Gray’s case, twenty-four months) of the NEO’s base salary as of December 31, 2020.

(4)The amount shown in this column for each NEO consists of a lump sum payment equal to 100% (or in Mr. Gray’s case, 200%) of the NEO’s target annual cash incentive payment, which is calculated based on the completion of a full calendar year and the then-effective target percentage times the then-effective base salary.

(5)The amount shown in this column for each NEO consists of the value of the portions of the unvested in-the-money options, restricted stock unit awards and PSUs held by the NEO for which vesting is accelerated upon the triggering event. The value of each such portion of such equity awards is calculated by multiplying (x) the closing stock price of our common stock of $66.88 per share on December 31, 2020, as reported on the Nasdaq Global Market (and in the case of options, less the exercise price per share of the option) by (y) the number of shares covered by such portion of the equity award.

(6)The amount shown in this column for each NEO consists of the estimated cost of reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his eligible dependents for up to 12 months (or in Mr. Gray’s case, 24 months).

CEO Pay Ratio

Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

Measurement Date

We identified the median employee using our employee population on December 31, 2020 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).

Consistently Applied Compensation Measure (CACM)

Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure”, or CACM. We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee: (a) annual base pay, (b) annual cash incentive, and (c) the estimated grant date fair value of any equity awards granted during 2020. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable annual average exchange rate.

Methodology and Pay Ratio

After applying our CACM method, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation as calculated using Summary Compensation Table requirements was $132,217. Our Chief Executive Officer’s total annual compensation as reported in the Summary Compensation Table was $5,453,681. Therefore, our CEO Pay Ratio for 2020 is approximately 41:1.

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee 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. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock at April 20, 2021 for:

 

•each person who we know beneficially owns more than 5% of our common stock;

•each of our directors;

•each of our named executive officers; and

•all of our directors and executive officers as a group.

The percentage of beneficial ownership shown in the table is based upon 45,208,662 shares outstanding as of April 20, 2021.

Information with respect to beneficial ownership has been furnished by each director, executive officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules take into account shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before the 60th day after April 20, 2021, as well as restricted stock units that vest on or before such date. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o NanoString Technologies, Inc., 530 Fairview Avenue North, Seattle, Washington 98109.

Name of Beneficial Owner			Shares						Percentage
5% Stockholders:
FMR LLC (1)			6,712,104						14.8		%
Blackrock, Inc. (2)			4,450,774						9.8		%
ARK Investment Management LLC (3)			3,917,273						8.7		%
Entities affiliated with Morgan Stanley (4)			3,753,230						8.3		%
Alger Associates, Inc. (5)			2,533,689						5.6		%
Vanguard (6)			2,302,967						5.1		%
Wellington Group Holdings LLC, LLC (7)			2,333,190						5.2		%
Directors and Named Executive Officers:
R. Bradley Gray (8)			647,433						1.4		%
K. Thomas Bailey (9)			7,844						*
Joseph M. Beechem, Ph.D. (10)			346,826						*
J. Chad Brown (11)			9,012						*
David W. Ghesquiere (12)			196,480						*
William D. Young (13)			92,355						*
Elisha Finney (14)			43,198						*
Janet George			—						*
Robert Hershberg, M.D., Ph.D. (15)			33,472						*
Don R. Kania (16)			11,174						*
Kirk Malloy, Ph.D. (17)			28,991						*
Gregory Norden (18)			64,206						*
Dana Rollison, Ph.D.			—						*
Charles P. Waite (19)			8,350						*
All directors and executive officers as a group (13 persons) (20)			1,292,861						2.8		%

(*) Less than one percent.

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(1)The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by FMR LLC on February 8, 2021. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies, or Fidelity Funds, registered under the Investment Company Act advised by Fidelity Management & Research Company LLC, or FMR LLC, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ boards of trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ boards of trustees. The address of the foregoing persons and entities if 245 Summer Street, Boston, Massachusetts 02210.

(2)The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by Blackrock, Inc. on January 8, 2021. The address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.

(3)Based solely on the most recently available Schedule 13G/A filed with the SEC by ARK Investment Management LLC on February 16, 2021. The address of ARK Investment Management LLC is 3 East 28th Street, 7th Floor, New York, New York 10016.

(4)The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by Morgan Stanley, Morgan Stanley Investment Management Inc. and Morgan Stanley Insight Fund on February 11, 2021. The address of Morgan Stanley is 1585 Broadway, New York, New York 10036, the address of Morgan Stanley Investment Management Inc. is 522 5th Avenue, 6th Floor, New York, NY 10036, and the address of Morgan Stanley Insight Fund is 522 Fifth Avenue, New York, NY 10036.

(5)The number of shares owned set forth above is based solely on the most recently available Schedule 13G filed with the SEC by Alger Associates, Inc. on February 16, 2021. The reported securities are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Fred Alger Management, LLC, or FAM, a registered investment adviser. FAM is a 100% owned subsidiary of Alger Group Holdings, LLC, or AGH, a holding company. AGH is a 100% owned subsidiary of Alger Associates, Inc., a holding company. The address of the foregoing entities is 360 Park Avenue South, New York, NY 10010

(6)The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by the Vanguard Group on February 10, 2021. The address of the Vanguard Group is 100 Vanguard Blvd., Malvern PA 19355.

(7)The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP on January 11, 2021. The reported securities are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities, The address of the foregoing persons and entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.

(8)Includes 169,803 shares held and options to purchase 477,630 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(9)Includes options to purchase 7,844 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(10)Includes 80,035 shares held and options to purchase 266,791 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(11)Includes options to purchase 9,012 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(12)Includes 91,427 shares held and options to purchase 196,480 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

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(13)Includes 1,890 shares held, 5,520 restricted stock units scheduled to vest and options to purchase 84,945 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(14)Includes 1,890 shares held, 5,520 restricted stock units scheduled to vest and options to purchase 35,788 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(15)Includes 1,890 shares held, 5,520 restricted stock units scheduled to vest and options to purchase 26,062 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(16)Includes 5,520 restricted stock units scheduled to vest and options to purchase 5,654 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(17)Includes 990 shares held, 5,520 restricted stock units scheduled to vest and options to purchase 22,481 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(18)Includes 1,890 shares held, 5,520 restricted stock units scheduled to vest and options to purchase 56,796 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(19)Includes 1,890 shares held, 5,520 restricted stock units scheduled to vest and options to purchase 940 shares that are exercisable within 60 days of April 20, 2021, all of which are vested as of such date.

(20)Includes 260,278 shares held, 38,640 restricted stock units scheduled to vest, and options to purchase 993,943 shares that are exercisable within 60 days of April 20, 2021. Excludes shares held by Mr. Ghesquiere as he was not an executive officer as of April 20, 2021.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes information about our equity compensation plans as of December 31, 2020. All outstanding awards relate to our common stock.

Plan Category			(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights						(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights						(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (1)
Equity compensation plans approved by security holders:
2004 Stock Option Plan			239,132						$	3.75					—
2013 Equity Incentive Plan			3,932,987						10.02						1,646,487
2013 Employee Stock Purchase Plan			—						N.A.						536,443
Equity compensation plans not approved by security holders:(2)			63,126						15.09						70,000
Total			4,235,245						N.A.						2,252,930

(1) Our 2013 Equity Incentive Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each fiscal year, equal to the least of: (a) 1,406,250 shares; (b) 5% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; and (c) such other amount as the board of directors may determine. Our 2013 Employee Stock Purchase Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each fiscal year, equal to the least of: (a) 1% of the outstanding shares of common stock on the first day of such fiscal year; (b) 281,250 shares; and (c) such other amount as the board of directors, or a committee appointed by the board of directors, may determine.

(2) On January 15, 2018, our board of directors adopted the NanoString Technologies, Inc. 2018 Inducement Equity Incentive Plan, or the Inducement Plan, and, subject to the adjustment provisions of the Inducement Plan, reserved 250,000 shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to our 2013 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception. However, our 2013 Equity Incentive Plan permits certain exchange programs (including repricings) without stockholder approval, while the Inducement Plan requires stockholder approval for such exchange programs.

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RELATED PERSON TRANSACTIONS

Related Person Transaction Policy

We have adopted a formal, written policy that our executive officers, directors (including director nominees), holders of more than 5% of any class of our voting securities, and any member of the immediate family of or any entities affiliated with any of the foregoing persons, are not permitted to enter into a related person transaction with us without the prior approval or, in the case of pending or ongoing related person transactions, ratification of our audit committee. For purposes of our policy, a related person transaction is a transaction, arrangement or relationship where we were, are or will be involved and in which a related person had, has or will have a direct or indirect material interest, other than transactions available to all of our United States employees.

Certain transactions with related parties, however, are excluded from the definition of a related person transaction including, but not limited to: (1) transaction with another company at which a related person’s only relationship is as an employee (excluding as an executive officer or a director) or beneficial owner of less than 5% of that company’s shares; (2) transaction where the related person’s interest arises solely from the ownership of our equity securities and all holders of our common stock received the same benefit on a pro rata basis (e.g. dividends); (3) transactions available to all employees generally; (4) transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $50,000; and (5) transactions in which the related person’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company.

No member of the audit committee may participate in any review, consideration or approval of any related person transaction where such member or any of his or her immediate family members, or any entities with which the audit committee member is affiliated, is the related person. In approving or rejecting the proposed agreement, our audit committee shall consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to: (1) the benefits and perceived benefits, or lack thereof, to our company; (2) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (3) the materiality and character of the related person’s direct and indirect interest; (4) the actual or apparent conflict of interest of the related person; (5) the availability of other sources for comparable products or services; (6) the opportunity costs of alternative transactions; (7) the terms of the transaction; (8) the commercial reasonableness of the terms of the proposed transaction; and (9) terms available to unrelated third parties or to employees under the same or similar circumstances. In reviewing proposed related person transactions, the audit committee will only approve or ratify related person transactions that are in, or not inconsistent with, the best interests of our company and stockholders, as the audit committee determines in good faith.

In addition to the arrangements described below, we have also entered into the arrangements which are described where required in the section captioned “Executive Compensation — Executive Employment Arrangements”.

Indebtedness of Directors and Officers

None of our current or former directors or executive officers is indebted to us, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us.

Other Transactions

We have entered into separate indemnification agreements with each of our directors and certain of our officers, including our named executive officers.

We have granted stock options, performance stock units and restricted stock units to our named executive officers, other executive officers and our non-employee directors.

Certain of our executive officers are participants in our 2013 Employee Stock Purchase Plan.

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OTHER MATTERS

Third Party Compensation of Directors

None of our directors are a party to any agreement or arrangement that would require disclosure pursuant to NASDAQ Rule 5250(b)(3).

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership of, and transactions in, our securities with the SEC and NASDAQ. Such directors, executive officers, and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.

Based solely on a review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during 2020, all of our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except that Dr. Malloy, in one instance did not timely file information regarding the exercise of stock options and the acquisition of the underlying shares and the subsequent sale of shares, which information was inadvertently filed on a Form 4 filing one day late.

2020 Annual Report and SEC Filings

Our financial statements for the year ended December 31, 2020 are included in our annual report on Form 10-K. Our annual report and this proxy statement are posted on our website at www.nanostring.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Douglas S. Farrell, Investor Relations, NanoString Technologies, Inc., 530 Fairview Avenue North, Seattle, WA 98109.

* * *

The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote shares they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

THE BOARD OF DIRECTORS

Seattle, Washington

April 28, 2021

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NANOSTRING TECHNOLOGIES, INC. 530 FAIRVIEW AVENUE NORTH SEATTLE, WA 98109						VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com   Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
						During The Meeting - Go to www.virtualshareholdermeeting.com/NSTG2021 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
						VOTE BY PHONE - 1-800-690-6903   Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
						VOTE BY MAIL   Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E45660-P06684                         KEEP THIS PORTION FOR YOUR RECORDS

 DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NANOSTRING TECHNOLOGIES, INC.

The Board of Directors recommends you vote

FOR the following:

1.

Election of Directors

Nominees:

For

Withhold

1a.

Elisha W. Finney

o

o

1b.

Gregory Norden

o

o

1c.

Janet George

o

o

1d.

Charles P. Waite

o

o

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

2.

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

¨

¨

¨

The Board of Directors recommends you vote FOR the following proposal:

3.

To approve, on an advisory basis, the compensation of our named executive officers.

¨

¨

¨

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.

 

E45661-P06684

			NANOSTRING TECHNOLOGIES, INC. Annual Meeting of Stockholders June 16, 2021, 9:00 AM PDT This proxy is solicited by the Board of Directors
			The stockholder(s) hereby appoint(s) Mr. R. Bradley Gray and Mr. K. Thomas Bailey, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of NANOSTRING TECHNOLOGIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM PDT on June 16, 2021, as a virtual meeting via live webcast on the Internet, and any adjournment or postponement thereof.   This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.     Continued and to be signed on reverse side