UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Invitae Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Invitae Corporation

1400 16th Street

San Francisco, California 94103

(415) 374-7782

April 29, 2020

Dear Stockholder:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Invitae Corporation, which will be held at 4:00 p.m., Pacific Time, on Monday, June 8, 2020. In light of theon-going developments related to theCOVID-19 pandemic and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting https://web.lumiagm.com/244520492. We expect to return to an in person meeting for our 2021 annual meeting of stockholders.

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

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

We look forward to seeing you at the meeting.

Sincerely,

Sean E. George, Ph.D.

President and Chief Executive Officer

Invitae Corporation

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Monday, June 8, 2020

To Our Stockholders:

Invitae Corporation will hold its 2020 Annual Meeting of Stockholders at 4:00 p.m., Pacific Time, on Monday, June 8, 2020. In light of theon-going developments related to theCOVID-19 pandemic and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting https://web.lumiagm.com/244520492.

We are holding this Annual Meeting:

Stockholders of record at the close of business on April 9, 2020 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the instructions on page 2 of the attached Proxy Statement regarding your voting options.

By Order of the Board of Directors,

Thomas Brida

General Counsel and Secretary

San Francisco, California

April 29, 2020

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on June 8, 2020.

The Proxy Statement and Annual Report are available at

http://www.astproxyportal.com/ast/19938/

TABLE OF CONTENTS

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Invitae Corporation

1400 16th Street

San Francisco, California 94103

PROXY STATEMENT

Information Concerning Voting and Solicitation

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of Invitae Corporation, a Delaware corporation (“we,” “us,” “our,” “Invitae” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held at the Company’s headquarters located at 1400 16^th Street, San Francisco, California 94103virtually on Tuesday,Monday, June 11, 20198, 2020 at 4:00 p.m., Pacific Time, and any adjournments or postponements thereof (the “Annual Meeting”).

ThisThe Notice of Internet Availability of Proxy Statement and the accompanying form of proxy areMaterials (the “Notice”) is being mailed to stockholders on or about April 30, 2019.29, 2020.

Questions and Answers About

the Proxy Materials and the Annual Meeting

Why am I receiving these materials?

Our board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s annual meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by telephone or the Internet. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial stockholders as of April 9, 2020, which is the record date for the Annual Meeting (the “Record Date”).Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoidCOVID-19 related processing delays.

What proposals will be voted on at the Annual Meeting?

TwoFour proposals will be voted on at the Annual Meeting:

What are the Board’s recommendations?

Our board of directors recommends that you vote:

Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote thatthe proxy in accordance with their best judgment.

Who is entitled to vote?

Stockholders of record at the close of business on the Record Date, April 15, 2019 (the “Record Date”)9, 2020, may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock held as of the Record Date.

A list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose related to the Annual Meeting, for ten days prior to the Annual Meeting at our offices located at 1400 16th Street, San Francisco, California 94103. Please contact our Secretary by telephone at (415)374-7782 if you wish to inspect the list of stockholders prior to the Annual Meeting. This list will also be available for examination during the Annual Meeting.

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By Telephone – Stockholders of record may submit proxies by following the telephone voting instructions on their proxy cards.cards prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their brokers, banks or nominees. Please check the voting instruction form for telephone voting availability. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By InternetMail – If you would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies by followingcompleting, signing and dating the Internetproxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy but do not indicate your voting instructionspreferences, your shares will be voted on their proxy cards. Most stockholdersyour behalf “FOR ALL NOMINEES” in Proposal 1, “FOR” Proposal 2, FOR “1 YEAR” in Proposal 3 and “FOR” Proposal 4. Stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified onmail by completing, signing and dating the voting instruction formforms provided by their brokers, banks or other nominees. Please check

At the voting instruction form for Internet voting availability. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible. The Internet voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

In Person at the AnnualVirtual Meeting – Shares held in your name as the stockholder of record may be voted in personelectronically at the Annual Meeting.Meeting by visiting https://web.lumiagm.com/244520492 (password: nvta2020) and using the control number included on your proxy materials. If you have already voted previously by telephone or the Internet, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted in personelectronically at the Annual Meeting only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares.

Even if you plan to attend the Annual Meeting via live audio webcast, we recommend that you also submit your proxy or voting instructions or vote by Internet, telephone or mail prior to the Internetmeeting so that your vote will be counted if you later decide not to attend the meeting.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by telephone or the Internet, you may change your vote or revoke your proxy with a later telephone or Internet proxy, as the case may be. If you are a stockholder of record and submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. If you submitted your proxy by telephone or the Internet, you may change your vote or revoke your proxy with a later

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For Proposal 3, the frequency with which we will hold an advisory vote to approve the compensation to be paid to our named executive officers, you may vote “EVERY YEAR,” “EVERY TWO YEARS,” “EVERY THREE YEARS” or “ABSTAIN.” An abstention has no effect on the determination of which voting frequency (“EVERY YEAR,” “EVERY TWO YEARS” or “EVERY THREE YEARS”) receives the highest number of affirmative votes cast. Brokernon-votes will have no effect.

For Proposal 4, the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019,2020, you may vote “FOR,” vote “AGAINST” or “ABSTAIN.” Abstentions will haveAn abstention has the same effect as a vote “AGAINST” Proposal 2.4. Brokernon-votes will have no effect.

If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction form with no further instructions, your shares will be voted in accordance with the recommendations of the board of directors (“FOR” the election of the Class IIII nominees to the board of directors, “FOR” approving, on anon-binding advisory basis, the compensation of our named executive officers, for selecting “EVERY YEAR” as the frequency with which we will hold an advisory vote to approve the compensation to be paid to our named executive officers, “FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and in the discretion of the proxy holders on any other matters that may properly come before the meeting).

What vote is required to approve each item?

For Proposal 1, the election of director,directors, the two nominees receiving the highest number ofmost affirmative “FOR” votes at the Annual Meeting will be elected.

Proposal 2, the approval, on anon-binding advisory basis, of the compensation of our named executive officers, requires the affirmative “FOR” vote of the holders of a majority of the shares present at the Annual Meeting in person or represented by proxy and entitled to vote.

For Proposal 3, the frequency with which we will hold an advisory vote to approve the compensation to be paid to our named executive officers, the frequency receiving the greatest number of votes of the shares present at the Annual Meeting or represented by proxy and entitled to vote will be deemed to be the preferred frequency option of our stockholders.

Proposal 4, the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020, requires the affirmative “FOR” vote of the holders of a majority of the shares present at the Annual Meeting or represented by proxy and entitled to vote.

If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute “brokernon-votes.” Generally, brokernon-votes occur on a matter when a broker or nominee does not have discretionary voting authority to vote on that matter without instructions from the beneficial owner and instructions are not given. Discretionary items are proposals considered “routine” under the rules of the New York Stock Exchange or NYSE,(the “NYSE”), such as the ratification of the appointment of our independent auditors, and therefore, brokernon-votes are not expected to exist with respect to this proposal. The election of directors, isan advisory vote on the approval of named executive officer compensation and the frequency with which such advisory vote will be approved by the stockholders, are each considered anon-routine“non-routine” item for which brokers and nominees do not have discretionary voting power and, therefore, brokernon-votes may exist with respect to this proposal. In tabulating the voting result for any particular proposal, shares that constitute brokernon-votes are not considered entitled to vote on that proposal. Thus, brokernon-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.

Is cumulative voting permitted for the election of director?directors?

Stockholders may not cumulate votes in the election of director,directors, which means that each stockholder may vote no more than the number of shares he or she owns for a single director nominee.

What constitutes a quorum?

The presence online at the Annual Meeting in person or represented by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date, will constitute a quorum. As of the close of business on the Record Date, there were 89,825,258125,005,667 shares of our common stock outstanding. Both abstentions and brokernon-votes are counted for the purpose of determining the presence of a quorum.

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PROPOSAL 1

ELECTION OF DIRECTORDIRECTORS

Directors and NomineeNominees

Our amended and restated bylaws (the “Bylaws”), provide that our board of directors shall consist of such number of directors as the board of directors may from time to time determine. Our board of directors currently consists of sixfive directors. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors. Our board of directors is divided into three classes, each serving staggered, three-year terms:

Two Class IIII directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders to be held in 20222023 or until their successors are duly elected and qualified, with the other classes of directors continuing to serve for the remainder of their respective terms. The nominees receiving the highest number of affirmative votes will be elected as the Class IIII directors. The nominating and corporate governance committee of the board of directors has recommended, and the board of directors has designated, Eric AguiarGeoffrey S. Crouse and Sean E. GeorgeChristine M. Gorjanc as the nominees for Class III director to serve until the 20222023 annual meeting of stockholders, and each has indicated to us that he or she will be able to serve. If one or both nominees are unable or decline to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by the board of directors, taking into account any recommendations of the nominating and corporate governance committee, to fill such vacancy.

The names of the Class IIII nominees and the other members of the board of directors and certain biographical information as of March 31, 20192020 are set forth below:

Class I Nominees: III Nominees:

Eric Aguiar, M.D. has been a member of our board of directors since September 2010. Since January 2016 he has been a partner at Aisling Capital, an investment firm specializing in products, technologies, and global businesses that advance health. He was a partner in the venture capital firm Thomas, McNerney & Partners from 2007 to January 1, 2016. Prior to joining that firm, he was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm, from 2001 to 2007. Dr. Aguiar was Chief Executive Officer and a director of Genovo, Inc., a biopharmaceutical company focused on gene delivery and gene regulation, from 1998 to 2000. Dr. Aguiar currently serves as a director of Biohaven Pharmaceutical Company Ltd., a publicly held biotech company, and of Eidos Therapeutics, a publicly held biotech company, and previously served as a

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Corporation, a provider of technologies, tools and services for the life sciencesciences industry, from 2006 to 2009. Prior to joining Millipore, he worked at Roche, a pharmaceuticals and diagnostics company, where he held various roles from 2003 to 2006. Mr. Crouse holds a B.A. in English and Japanese from Boston College and an M.B.A. and Masters of Public Health from the University of California Berkeley. We believe that Mr. Crouse is qualified to serve on our board of directors due to his extensive experience in the life sciences industry and his management and financial experience with life sciences companies.

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director of Genovo, Inc., a biopharmaceutical company focused on gene delivery and gene regulation, from 1998 to 2000. Dr. Aguiar currently serves as a director of Eidos Therapeutics, Inc. and BridgeBio Pharma, Inc., each a publicly traded biotech company, and previously served as a director of Biohaven Pharmaceutical Company Ltd. and Amarin Pharmaceuticals, each a publicly held biopharmaceutical company, as well as on the boards of directors of numerous private companies including companies in the life sciences industry. He is a member of the Board of Directors RecommendsOverseers of the Tufts School of Medicine and a Vote “FOR” Electionmember of the Council on Foreign Relations. He received an M.D. with honors from Harvard Medical School and a B.A. in Arts and Sciences from Cornell University. Dr. Aguiar was also a Luce Fellow and is a Chartered Financial Analyst. We believe that Dr. Aguiar is qualified to serve on our board of directors due to his extensive experience within the life sciences field, his experience on various public company boards, and his management and financial experience with life sciences companies.

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

Director Nominations

The board of directors nominates directors whose term is scheduled to expire at the next annual meeting of stockholders and elects new directors to fill vacancies when they arise. The nominating and corporate governance committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the board for nomination or election.

Our board strives to find directors who are experienced and dedicated individuals with diverse backgrounds, perspectives and skills. Our governance guidelines contain membership criteria that call for candidates to be selected for their character, judgment, diversity of experience, business acumen and ability to act on behalf of all stockholders. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or her duties as a director. Our nominating and corporate governance committee also seeks to ensure that a majority of our directors are independent under the rules of the NYSE and that one or more of our directors is an “audit committee financial expert” under the rules of the Securities and Exchange Commission, or SEC.

The nominating and corporate governance committee believes it appropriate for certain key members of our management – currently, the presidentPresident and chief executive officer and our executive chairman of the board –Chief Executive Officer to participate as membersa member of the board of directors.

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corporate governance committee will consider various candidates for board membership, including those suggested by committee members, by other board members, a director search firm engaged by the committee or our stockholders. Prospective nominees are evaluated by the nominating and corporate governance committee based on the membership criteria described above and set forth in our governance guidelines.

A stockholder who wishes to suggest a prospective nominee for the board of directors should notify the Secretary of the Company or any member of the nominating and corporate governance committee in writing with any supporting material the stockholder considers appropriate. In addition, our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the board of directors at our annual meeting of stockholders. In order to nominate a candidate for director, a stockholder must give timely notice in writing to the Secretary of the Company and otherwise comply with the provisions of our Bylaws. To be timely, our Bylaws provide that we must have received the stockholder’s notice not more than 120 days nor less than 90 days prior to the first anniversary of the date the proxy statement was provided to the stockholders in connection with preceding year’s annual meeting of stockholders. However, in the event that no annual meeting was held in the preceding year or the annual meeting is called for a date that is more than 30 days before or more than 60 days after the first anniversary date of the preceding year’s annual meeting of stockholders, notice by the stockholder to be timely must be so received by our Secretary not later than the close of business on the later of (1) the 90th day prior to the date of the scheduled annual meeting and (2) the 10th day following the earlier to occur of the day on which notice of the date of the scheduled annual meeting was mailed or the day on which public announcement of the date of such scheduled annual meeting was first made. An adjournment or postponement of an annual meeting will not commence a new time period or extend any time period for the giving of the stockholder’s notice described above. Information required by the Bylaws to be in the notice include the name and contact information for the candidate and the person making the nomination and other information about the nominee that must be disclosed in proxy solicitations under Section 14 of the Securities Exchange Act of 1934 or the Exchange Act,(the “Exchange Act”), and the related rules and regulations under that Section.

Each notice delivered by a stockholder who wishes to recommend a prospective nominee to our board of directors for consideration by the nominating and corporate governance committee generally must include the following information about the prospective nominee:

The nominating and corporate governance committee may require any prospective nominee recommended by a stockholder to furnish such other information as the committee reasonably may require to determine the person’s eligibility to serve as an independent director or that could be material to a stockholder’s understanding of the person’s independence or lack thereof.

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Director Independence

Our board of directors determined that Eric Aguiar, Geoffrey S. Crouse, Christine M. Gorjanc and Chitra Nayak are “independent directors” as defined under the rules of the NYSE. There are no family relationships among any of our directors or executive officers.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee during 2019 were Geoffrey S. Crouse and Eric Aguiar. No member of our compensation committee in 2019 was at any time during 2019 or at any other time an officer or employee of ours, and none had or have any relationships with us that are required to be disclosed under Item 404 ofRegulation S-K. None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Board Meetings

The board of directors held 1210 meetings during 2018.2019. Each director attended at least 75% of the aggregate meetings held by the board of directors and the committees on which such directors serve.director served. We do not have a policy that requires the attendance of directors at the Annual Meeting. TwoThree of our directors attended the 20182019 annual meeting of stockholders.

Meeting ofNon-Management and Independent Directors and Communications with Directors

During meetings of our board of directors, our independent directors meet in an executive session without management or management directors present. The purpose of these executive sessions is to promote open and candid discussion among thenon-management directors. Christine M. Gorjanc, our lead independent director, presides over the executive sessions of the independent directors. Our board of directors welcomes questions or comments about our company and our operations. If a stockholder or interested party wishes to communicate with our board of directors, including our independent directors, they may send their communication in writing to: Secretary, Invitae Corporation, 1400 16th Street, San Francisco, California 94103. You must include your name and address in the written communication and indicate whether you are a stockholder. The Secretary will review any communication received from a stockholder or interested party, and all material communications will be forwarded to the appropriate director or directors or committee of the board of directors based on the subject matter.

Board Committees

We have established an audit committee, compensation committee and nominating and corporate governance committee, each of which operate under a charter that has been approved by our board of directors. Copies of each charter are posted on the corporate governance section of our website at www.invitae.com. We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees complies with the applicable requirements of, the Sarbanes-Oxley Act, and the current rules and regulations of the SEC and the NYSE. We intend to comply with future requirements as they become applicable to us. Each committee has the composition and responsibilities described below.

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Audit Committee

Compensation Committee

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Nominating and Corporate Governance Committee

Corporate Governance

Board Leadership Structure

The board of directors has chosen to separate the roles of chief executive officer and chairman of the board of directors and to have two executive officers serve in those roles. This structure enables ourOurco-founder, President and Chief Executive Officer, Dr. George, to focus onserves as our chairman of theday-to-day operation of board. The board believes that having our business while allowing Dr. Scott, our Executive ChairmanPresident and former Chief Executive Officer to focus on leadership of the board of directors and on strategic matters. While the board believes it is important to retain the organizational flexibility to determine whether the roles ofserve as chairman of the board and chief executive officer should be separated or combined in one individual, or whether to elect an independentnon-executive chairman, the board currently believes that the interests of the Company and its stockholders are better served with an executive officer serving in each role.

The board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for theirhis success or failure. Moreover, the board believes that having an executive officer serve in each position does not impede independent oversight.

The independent directors have chosen to appoint a lead independent director, currently the chair of the audit committee, Ms. Gorjanc, to run executive sessions of the board. The independent directors meet in an executive session after each regular board meeting, at which the independent directors have the opportunity to discuss management performance.

Role in Risk Oversight

Our board of directors is responsible for overseeing the overall risk management process at the company. The responsibility for managing risk rests with executive management while the committees of our board of directors and our board of directors as a whole participate in the oversight process. Our board of directors’ risk oversight process builds upon management’s risk assessment and mitigation processes, which include reviews of long-term strategic and operational planning, executive development and evaluation, regulatory and legal compliance, cybersecurity, and financial reporting, internal risk management and internal controls.

Certain Relationships and Related Party Transactions

It is our policy that all employees, officers and directors must avoid any activity that is or has the appearance of conflicting with the interests of the Company. This policy is included in our Code of Business Conduct and Ethics as discussed below. Additionally, we conduct a review of all related party transactions for potential conflict of interest situations on an ongoing basis and all such transactions relating to executive officers and directors must be approved by our audit committee, as discussed below.

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directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluations and succession planning, and board committees and compensation. The nominating and corporate governance committee assists the board in implementing and adhering to the Corporate Governance Guidelines. The Corporate Governance Guidelines are reviewed at least annually by the nominating and corporate governance committee, and changes are recommended to our board of directors as warranted.

Code of Business Conduct and Ethics

We believe that our corporate governance initiatives comply with the Sarbanes-Oxley Act and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives comply with the rules of the NYSE. Our board of directors will continue to evaluate our corporate governance principles and policies.

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees. The code addresses various topics, including:

Our board of directors has also adopted a Code of Ethics for Senior Financial Officers applicable to our Chief Executive Officer and Chief Financial Officer as well as other key management employees addressing ethical issues. The Code of Business Conduct and the Code of Ethics for Senior Financial Officers are each posted on our website ir.invitae.com. The Code of Business Conduct and the Code of Ethics for Senior Financial Officers can only be amended by the approval of a majority of our board of directors. Any waiver to the Code of Business Conduct and Ethics for an executive officer or director or any waiver of the Code of Ethics for Senior Financial Officers may only be granted by our board of directors or our nominating and corporate governance committee and must be timely disclosed as required by applicable law. We have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our audit committee.

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committees and other corporate governance documents, are posted on the investor relations section of our website at ir.invitae.com under the heading “Governance — CorporateGovernance documents.” In addition, stockholders may obtain a printed copy of these documents by writing to Secretary, Invitae Corporation, 1400 16th Street, San Francisco, California 94103.

Certain Relationships and Related Transactions

In addition to the compensation arrangements of our directors and named executive officers discussed elsewhere in this Proxy Statement, the following is a description ofthere were no transactions since January 1, 20182019 to which we have been or will be a party, and in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with, or immediate family members of, any of the foregoing, had or will have a direct or indirect material interest.

Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Related Party Transaction Approval

We have adopted a written policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee will approve only those transactions it determines are fair to and in the best interests of the Company, after considering the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

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The following table sets forth the aggregate number of shares of common stock underlying option awards outstanding at December 31, 2018:2019:

Standard Compensation Arrangements

Employee directors do not receive any compensation for service as a member of our board of directors.directors, other than the annual equity grant our former executive chairman, Randal W. Scott, received for his service as our executive chairman. We reimburse ournon-employee directors for their reasonableout-of-pocket costs and travel expenses in connection with their attendance at board and committee meetings.

Initial Equity Grants. Eachnon-employee director who joins our board of directors will receivereceives an option to purchase 20,000 shares of our common stock, with one quarter of the shares subject to the option vesting on the first anniversary of the director’s appointment or election to our board of directors and 1/48th of the shares subject to the option vesting on a monthly basis over the following three years, subject to the director’s continuous service as a member of our board of directors. The exercise price of these options will be the fair market value on the date of grant. If still vesting, the options will accelerate in full upon a change in control of our company.

Annual Equity Grants. Eachnon-employee director with at least 12 months of continuous service as of the date of each annual meeting of our stockholders is entitled to receive an annual award of an option to purchase 10,000

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Fiscal Year 2020 Director Compensation

Our independent compensation consultant, Compensia, Inc. (“Compensia”), periodically conducts an independent review of ournon-employee director compensation on behalf of the compensation committee. Upon review of Compensia’s proposals based on its independent review, the compensation committee recommended modifications to compensation fornon-employee directors in order to maintain the competitive positioning of overall compensation relative to peers in the market. In February 2020, our board of directors approved the following modifications tonon-employee director compensation to be effective beginning February 24, 2020:

There were no other changes to the terms of the compensation fornon-employee directors, including vesting and proration.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section explains how our executive compensation program is designed and operates with respect to our named executive officers listed in the Summary Compensation Table below. Our named executive officers consist of individuals who served, during 2019, as our principal executive officer, our principal financial officer, and the three most highly compensated executive officers (other than the principal executive officer and principal financial officer) who were serving as executive officers at the end of 2019. The named executive officers are:

Executive Summary

The objective of our executive compensation program is to ensure we meet our commitment to stakeholders, in the following order:

We believe we can build long-term stockholder value by executing on our mission to bring comprehensive genetic information into mainstream medicine to improve healthcare for billions of people. Our goal is to aggregate the world’s genetic tests into a single service with higher quality, faster turnaround time, and lower prices. Our executive compensation program takes into account the dynamic growth of our business and our focused execution on our core business model. Our executive compensation philosophy is focused on real pay delivery through the achievement of performance targets, which ultimately drives total stockholder return (“TSR”) and aligns our named executive officers with long-term stockholders.

Financial Summary and Compensation Highlights

2019 was a year of extraordinary growth both in the United States and internationally, including the following:

Executive Compensation HistoricPay-for-Performance

The following chart shows the alignment of our Chief Executive Officer’s pay with our TSR over the past three years. The chart below compares the historical compensation for our Chief Executive Officer for the last three years, as reported in the Summary Compensation Table in our annual proxy statements, to our annual TSR during the same period.

2019 CEO Pay

During 2019, the increase in our Chief Executive Officer’s reported total direct compensation reflects his leadership in achieving exceptional financial performance, increased testing volume, and acquisition activity, as measured in our incentive plan (described below) and our TSR during 2019.

Our Compensation Program Benefits Our Stockholders

We are committed to sound executive compensation policies and practices, as highlighted in the following table.

Compensation Philosophy

Real Pay Delivery

We compensate our named executive officers for achievement of short-term and long-term financial and operating goals and have competitive base salaries with no perks, severance, or deferred compensation.

Attract, Develop and Retain Key Talent

Our compensation program is designed to attract executives with appropriate expertise and experience and is flexible enough to adapt to economic, social and regulatory changes while considering the compensation programs of our peer companies.

Stakeholder Alignment

Our compensation program is aligned not only with stockholder interests but also with the interests of our customers and our employees.

Compensation Components

Pay Mix

We establish total direct compensation for our named executive officers consisting of the following components:

Eligibility for actual award amounts are not guaranteed and are determined at the discretion of the board of directors upon the recommendation of the compensation committee.

Fiscal 2019 Compensation

The main elements of our executive compensation program include: (1) base salary, (2) performance bonus, (3) performance equity awards, and (4) time-based option awards. We describe each of these elements below and explain what we paid in 2019 and why.

The compensation committee’s independent compensation consultant, Compensia, reviewed our named executive officers’ 2019 compensation and noted their cash compensation is at or below the median of the 2020 peer group recommended by Compensia and that our long-term incentives are above the 75th percentile of such peer group but in line with our performance. Compensia also observed that our 2019 grants of performance-based restricted stock units (“PRSUs”) and stock options to our Chief Executive Officer reflect market practice.

Base Salary

The compensation committee did not approve increases in the base salaries of Dr. George, Ms. Guyer, Mr. Bendekgey, and Dr. Nussbaum for 2019. Ms. Stueland’s base salary was increased by $75,000 for 2019 to reflect the competitive market.

Performance Bonus and Performance Equity Awards

Under our 2019 Executive Management Incentive Compensation Plan (the “Incentive Plan”) effective as of January 1, 2019, our named executive officers were eligible to receive incentive compensation in the form of a cash bonus and PRSUs based on the percent achievement of our 2019 annual revenue target of $260 million. Cash bonuses and PRSUs could not exceed 115% of target and no cash bonuses or PRSUs would be paid or issued if the 2019 annual revenue was less than the threshold goal of 70% of target, or $182 million. Our 2018 annual revenue was $148 million.

Under the Incentive Plan, earned PRSUs would be granted no later than March 31, 2020 (and were actually granted on March 12, 2020) withone-third of the total PRSUs vesting on the grant date and the remaining PRSUs vesting in two equal installments on the first and second anniversary of the grant date, subject to the named executive officer’s continued service through the vesting date. For 2019, target cash and PRSU amounts for our named executive officers were as follows: Dr. George—$200,000 and 120,000 PRSUs; Ms. Guyer—$170,000 and 110,000 PRSUs; Mr. Bendekgey—$170,000 and 110,000 PRSUs; Ms. Stueland—$170,000 and 110,000 PRSUs; and Dr. Nussbaum—$150,000 and 110,000 PRSUs.

Based on the 2019 audited financial results, our board of directors determined that 83.4% of the 2019 target annual revenue was achieved. The Company accordingly awarded the following cash bonus and PRSUs to our named executive officers:

Option Awards

On May 2, 2019, we granted our Chief Executive Officer an option to purchase 145,000 shares of common stock with an exercise price of $24.16 per share, our closing stock price on the grant date. The option award vests over four years with 25% of the award vesting on theone-year anniversary of the grant date and 1/48th of the award vesting each month thereafter, subject to the Chief Executive Officer’s continued service.

Other Perquisites and Benefits

We provide limited perquisites to our named executive officers that do not exceed the disclosure threshold. We have a 401(k) plan but no deferred compensation plan for executives. We do not have employment or change in control agreements.

Compensation Governance Components

Compensation Governance Provisions

The following policies and the chart below align management and stockholder interests, and mitigate any potential incentive for management to take inappropriate risks:

Compensation Program Risk Management

Our board of directors and the compensation committee are required to assess whether our compensation policies and practices and, in particular, ourperformance-based compensation practices, encourage executive officers or other employees to take unnecessary or unreasonable risks that could threaten thelong-term value of the Company or that are reasonably likely to have a material adverse effect on the Company. Management believes that our practices adequately manage this risk because:

Compensation Process

In 2019, the compensation committee began its process of deciding how to compensate our named executive officers by considering the competitive market data provided by our Talent Operations team. Beginning in late 2019, the compensation committee engaged Compensia to provide prospective advice and recommendations on competitive market practices and compensation decisions; however, Compensia did not provide advice and recommendations for 2019 compensation decisions.

Peer Selection Methodology, Rationale and Comparison

In 2019 and prior years, our peer group was reviewed each year by our Talent Operations team and management. Below is the list of the peer companies recommended by our Talent Operations team and management and used for 2019 compensation decisions:

Beginning in 2020, our peer group will be reviewed each year by Compensia using a defined methodology that identifies companies with attributes reasonably and objectively like ours in terms of industry, industry profile, size, and market capitalization to revenue ratio and profit margins. Below is the list of the peer companies recommended by Compensia and used for 2020 compensation decisions:

How We Use Our Peer Group

The positions of our named executive officers are compared to their counterpart positions in our peer group, and the compensation levels for comparable positions in that peer group are examined for guidance in determining:

The compensation committee establishes base salaries, variable cash incentive awards, and long-term, equity-based incentive awards on acase-by-case basis for each named executive officer taking into account, among other things, individual and company performance, role expertise and experience and the competitive market, advancement potential, recruiting needs, internal equity, retention requirements, unrealized equity gains, succession planning and best compensation governance practices. The compensation committee does not tie individual compensation to specific target percentiles.

Making Decision and Policies

The compensation committee seeks input and recommendations from our Chief Executive Officer and our Talent Operations team, but makes all executive compensation and benefits determinations without delegation.

Our Chief Executive Officer also does not participate in determinations with respect to his own compensation. Beginning in late 2019, Compensia provides the compensation committee assistance in satisfying its duties, but Compensia will not undertake a project for management except at the request of the compensation committee chair, in the capacity of the compensation committee’s agent, and where such a project is in direct support of the compensation committee’s charter. The compensation committee assessed the independence of Compensia in 2019, taking into consideration applicable SEC rules and regulations, and NYSE independence factors regarding advisor independence, and believes that there are no conflicts of interest. The major topics covered at each compensation committee meeting are reported to the board of directors.

Tax Implications

The Company considers the effects of Section 162(m) of the Internal Revenue Code, which generally disallows the tax deduction for compensation in excess of $1 million for certain covered individuals. The compensation committee believes that stockholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result innon-deductible compensation expenses. Therefore the compensation committee has approved salaries and other awards for executive officers that were not fully deductible because of Section 162(m) and, in light of the repeal of the performance-based compensation exception to Section 162(m), expects in the future to approve additional compensation that is not deductible for income tax purposes.

Compensation Committee Report

The following report of the compensation committee shall not be deemed to be “soliciting material” or “filed” with the SEC or to be incorporated by reference into any other filing by Invitae Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under those Acts.

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Based on its review and those discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report onForm 10-K for the year ended December 31, 2019.

Compensation Committee

Geoffrey S. Crouse, Chair

Eric Aguiar, M.D.

The following table sets forth information concerning the total compensation of the following persons, whom we refer to as our named executive officers: (i) our principal executive officer during the fiscal year ended December 31, 20182019, (ii) our principal financial officer during the fiscal year ended December 31, 2019, and (ii) the two(iii) our three other most highly compensated executive officers who were serving at fiscalyear-end.

2018 Summary Compensation Table

From time to time, our executive officers and directors may enter into written trading plans pursuant toRule 10b5-1Grants of the Exchange Act.

2018 Outstanding EquityPlan-Based Awards at FiscalYear-EndTable

The following table presents information regarding grants of plan-based awards to each of our named executive officers during the fiscal year ended December 31, 2019:

Outstanding Equity Awards at FiscalYear-End Table

The following table sets forth information regarding outstanding equity awards held byfor each of our named executive officers as of December 31, 2018:2019:

Option Exercises and Stock Vested Table

The following table sets forth the dollar amounts realized pursuant to the vesting or exercise of equity-based awards by each of our named executive officers for the fiscal year ended December 31, 2019:

Equity Compensation Plan Information

The following table summarizes the number of shares of common stock to be issued upon the exercise of outstanding options, warrants and rights granted to our employees, consultants and directors, as well as the

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of the Record Date as to shares of our common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of our common stock, (2) each of our named executive officers listed in the summary compensation table,Summary Compensation Table, (3) each of our directors and director nominees and (4) all of our current directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable or RSUs that vest, in each case, within 60 days of April 15, 2019, and RSUs that vest within 60 days of April 15, 2019,9, 2020, the Record Date for the Annual Meeting, and Convertible Preferred Stock (as defined in footnote 1214 below) that is convertible at the option of the stockholder. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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