DEF 14A

DEF 14A 1 d246458ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under Rule 14a-12

Illumina, Inc.

(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 all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

April 14, 2022

Notice of Annual Meeting and Proxy Statement


Date:		May 26, 2022
Time:		9:00 a.m. (Pacific time)

This year’s annual meeting will be a completely virtual meeting of stockholders.

To participate, vote, or submit questions 15 minutes before and during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/ilmn2022. There will not be a physical location for the annual meeting.

The agenda for this year’s annual meeting includes the following items:

Elect the nine nominees named in the proxy statement to our Board of Directors;

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2023;

Hold an advisory vote to approve the compensation provided to the “named executive officers” as disclosed in the proxy statement;

Hold an advisory vote on a stockholder proposal regarding the right of stockholders to call special meetings;

Hold a vote to approve an amendment and restatement of our Certificate of Incorporation to permit stockholders to call special meetings; and

Transact such other business as may properly come before the meeting and any adjournment or postponement.

Stockholders as of the record date of March 31, 2022, are entitled to notice of and to vote on the matters listed in the proxy statement.

By Order of the Board of Directors,

LOGO

CHARLES E. DADSWELL

General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 26, 2022: The proxy statement and annual report to Stockholders are available at www.proxyvote.com.


		You can vote in one of three ways prior to the meeting:
		VIA THE INTERNET. You may vote at www.proxyvote.com, 24 hours a day, seven days a week, prior to 11:59 p.m. (Eastern time) on May 25, 2022.
		BY TELEPHONE. You may vote using a touch-tone telephone by calling: 1-800-690-6903, 24 hours a day, seven days a week, prior to 11:59 p.m. (Eastern time) on May 25, 2022.
		BY MAIL. If you received printed proxy materials, you may submit your vote by completing, signing, and dating each proxy card received and returning it in the prepaid envelope to be received no later than May 25, 2022.

Table of Contents


ILLUMINA: OUR STORY			1
PROXY STATEMENT SUMMARY			2
WHO WE ARE			4
Information about the Board			4
Director Biographies			6
HOW WE ARE SELECTED AND EVALUATED			15
Criteria for Board Membership			15
Process for Identifying and Evaluating Nominees			15
Stockholder Nominees			16
Proxy Access			16
HOW WE ARE ORGANIZED			17
Board of Directors			17
Corporate Governance			17
Term Limits			18
Board Leadership Structure			18
Committees of the Board of Directors			18
Compensation Committee Interlocks and Insider Participation			21
Code of Conduct			21
Corporate Social Responsibility			22
Political Contributions Policy			22
HOW WE OPERATE			22
Attendance at Meetings			22
The Board’s Role in Risk Oversight			22
Compensation Programs			23
Certain Relationships and Related Party Transactions			24
HOW TO COMMUNICATE WITH US			24
HOW WE ARE PAID			24
Director and Officer Stock Ownership Policy			24
Director Compensation Overview			25
2021 Compensation Review			25
Use of Market Data			26
Cash Compensation			27
Equity Compensation			28
Additional Benefits			29
Director Compensation			29
VOTE FOR US			31
Proposal 1: Election of Directors			31
OUR LEADERSHIP			33
Executive Officers			33
OUR AUDITORS			34
Proposal 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm			34
AUDIT COMMITTEE REPORT			36


OUR PAY			38
Compensation Discussion & Analysis			38
2021 Illumina Highlights			38
Compensation Philosophy and Objectives			40
Compensation Practices and Governance			40
2021 “Say-on-Pay” Vote			41
Use of Market Data and Peer Group			42
Fiscal 2021 Compensation Peer Group			43
Role of the Compensation Committee			43
Components and Analysis of Fiscal 2021 Executive Compensation			44
Clawback Policy			56
No Hedging or Pledging of Company Stock			56
Tax and Accounting Considerations			56
COMPENSATION COMMITTEE REPORT			57
EXECUTIVE COMPENSATION			58
Summary Compensation Table			58
Grants of Plan-Based Awards During Fiscal 2021			59
Outstanding Equity Awards at Fiscal 2021 Year-End			60
Option Exercises and Stock Vested			61
Nonqualified Deferred Compensation			61
CEO Pay Ratio			61
VOTE ON COMPENSATION			62
Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			62
VOTE ON PROPOSAL 4: Advisory Vote on Stockholder Proposal regarding the Right of Stockholders to Call Special Meetings			63
VOTE ON PROPOSAL 5: Vote to Approve an Amendment and Restatement of our Certificate of Incorporation to Permit Stockholders to Call Special Meetings			66
OUR STOCKHOLDERS			69
Stock Ownership			69
USERS’ GUIDE			71
General Information			71
Stockholder Proposals for Our 2023 Annual Meeting			80
Other Matters			80
Householding			80
Where You Can Find More Information			81
Appendix A			A-1
Appendix B			B-1

Illumina: Our Story


Genomics Saves Lives

		In 2003, an international effort completed the first mapping of a human genome. Countless genomic discoveries and clinical insights have followed over the past 19 years. These have saved lives and begun to redefine how medicine is practiced: • Companion diagnostics with genetic biomarkers are helping match cancer patients with the best treatment for them. • New, noninvasive technologies, such as noninvasive prenatal testing and liquid biopsy, are redefining how diseases can be detected, treated, and monitored. • Clinical whole genome sequencing is ending diagnostic odysseys for children with rare and undiagnosed diseases.
What Sets Illumina Apart

		We at Illumina are leaders in this space. • Our technologies are industry-leading in terms of accuracy, scalability, and reliability. • In an era in which many medical costs are rising, we are making medical advances more available to everyone by reducing the cost of sequencing, first to $10,000 per genome with the introduction of the HiSeq 2000, then to $1,000 per genome with the HiSeq X, and now with a path to $100 per genome. What sets Illumina apart is our people. Illumina’s mission-driven and customer-centric culture attracts and motivates our talented teams to relentlessly give their best. Our human capital is critical to our ability to innovate, and operate responsibly, sustainably and profitably.
Innovation is in our DNA

		Our mission to improve human health by unlocking the power of the genome drives every decision we make. This means enabling our customers to be able to read, understand, and translate genetic variants into actionable insights. Whether it’s developing new custom arrays or launching a new instrument, we will continue to innovate by making our solutions increasingly simple, more accessible, and always reliable.
At the Very Beginning

		Today, less than 0.01% of species have been sequenced and less than 1% of variants in the human genome have been characterized. The need and demand for more next-generation sequencing technologies and solutions is only growing. Every answer leads to another set of unknowns, and our journey to unlock the power of the genome has only begun.

Together, with our customers and partners, we are turning today’s impossible into the possible.

Illumina, Inc. 2022 Proxy Statement • 1

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

GENERAL INFORMATION

Meeting: Annual Meeting of Stockholders

Date: Thursday, May 26, 2022

Time: 9:00 a.m. (Pacific time)

Location: Internet webcast only at:

www.virtualshareholdermeeting.com/
ilmn2022.

There will not be a physical location for the annual meeting. See “How may I attend and participate in the annual meeting?” on page 71

Record Date: March 31, 2022

Stock Symbol: ILMN

Exchange: The Nasdaq Global Select Market

Common Stock Outstanding: 157,087,577 as of March 31, 2022

Registrar & Transfer Agent: Computershare

State of Incorporation: Delaware

Year of Incorporation: 1998 in California; 2000 reincorporated in Delaware

Public Company Since: 2000

Corporate Headquarters: 5200 Illumina Way, San Diego, California 92122

Corporate Website: www.illumina.com

Investor Relations Website: investor.illumina.com

CORPORATE GOVERNANCE

Director Nominees: 9

• John W. Thompson (independent)

• Francis A. deSouza (employee)

• Frances Arnold, Ph.D. (independent)

• Caroline D. Dorsa (independent)

• Robert S. Epstein, M.D. (independent)

• Scott Gottlieb, M.D. (independent)

• Gary S. Guthart, Ph.D. (independent)

• Philip W. Schiller (independent)

• Susan E. Siegel (independent)

Director Term: Nominated directors will serve for one year.

Director Election Standard: Majority voting standard for uncontested elections

Term Limits: None

Board Meetings in 2021: 14

All Directors Attended at Least 75% of Board and Committee Meetings: Yes

Standing Board Committees (meetings in 2021):

• Audit (11)

• Compensation (7)

• Nominating/Corporate Governance (4)

• Science and Technology (4)

Stockholder Rights Plan: No

Proxy Access Right for Stockholders to Include Director Nominees in Proxy Statement: Yes

Political Contributions Policy: Yes

2 • Illumina, Inc. 2022 Proxy Statement

EXECUTIVE COMPENSATION

CEO: Francis A. deSouza (age 51; CEO since 2016)

CEO 2021 Total Direct Compensation:

• Salary: $1,088,462

• Annual Performance Cash Incentive: $2,227,500

• Long-Term Incentives: $11,000,700

• All Other Compensation: $16,972

CEO Employment Agreement: No

Change-in-Control Agreement: Yes (double trigger)

Stock Ownership Guidelines: Yes

Hedging Policy: Yes

Clawback Policy: Yes

ITEMS TO BE VOTED ON

1. The election of the nine nominees named in this proxy statement.

• Board recommendation: FOR Each Nominee

2. Ratification of appointment of independent registered public accounting firm

• Board recommendation: FOR

3. Advisory vote to approve compensation provided to the named executive officers as disclosed in this proxy statement

• Board recommendation: FOR

4. Advisory vote on a stockholder proposal regarding the right of stockholders to call special meetings

• Board recommendation: AGAINST

5. Vote to approve an amendment and restatement of our Certificate of Incorporation to permit stockholders to call special meetings

• Board recommendation: FOR

Illumina, Inc. 2022 Proxy Statement • 3

Who We Are

Information about the Board

The following table sets forth the names, ages, standing committee assignments, and positions of our directors as of April 14, 2022.


Name	Age	Position with the Company	Audit Committee	Compensation Committee	Nominating/ Corporate Governance Committee	Science and Technology Committee		Other Public Company Boards

John W. Thompson	72	Chair						1

Francis A. deSouza	51	CEO						1

Frances Arnold, Ph.D.	65	Director						1

Caroline D. Dorsa	62	Director						3

Robert S. Epstein, M.D.	66	Director						2

Scott Gottlieb, M.D.	49	Director						1

Gary S. Guthart, Ph.D.	56	Director						1

Philip W. Schiller	61	Director						0

Susan E. Siegel	61	Director						2

Number of Meetings in 2021			11	7	4		4

LOGO Chair LOGO Member LOGO Audit Committee Financial Expert (for purposes of Section 407 of Sarbanes-Oxley Act)

The following figures reflect the independence status and tenure of our Board as of April 14, 2022:

LOGO

4 • Illumina, Inc. 2022 Proxy Statement

The following table summarizes certain demographic information about our Board as of April 14, 2022:


Board Diversity Matrix

Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender Identity
Directors	3	6	0	0

Demographic Background

African American or Black	0	2	0	0

Alaskan Native or Native American	0	0	0	0

Asian	1	1	0	0

Hispanic or Latinx	0	0	0	0

Native Hawaiian or Pacific Islander	0	0	0	0

White	2	4	0	0

Two or More Races or Ethnicities	0	1	0	0

LGBTQ+	0

Did Not Disclose Demographic Background	0

Illumina, Inc. 2022 Proxy Statement • 5


Frances Arnold, Ph.D. Profile Nobel Laureate Director since 2016 Age: 65 Board Committees Nominating/Corporate Governance Science and Technology (Chair)		Career Highlights
		● Linus Pauling Prof. of Chemical Engineering, Biochemistry and Bioengineering at the California Institute of Technology, Director of the Donna & Benjamin M. Rosen Bioengineering Center at Caltech ● Co-Founder at Gevo, Inc. (2005), Provivi, Inc. (2014), and Aralez Bio (2019)
		Other Public Board Service
		● Alphabet, Inc. (since 2019)
		Additional Non-Public Board Service
		● Altos Labs (since 2021) ● National Resilience, Inc. (since 2020) ● Generate Biomedicines (since 2019) ● Aralez Bio (since 2019) ● Provivi, Inc. (since 2014)
		Awards and Memberships
		● Nobel Prize in Chemistry (2018) ● Millennium Technology Prize (2016) ● Inducted into U.S. National Inventors Hall of Fame (2014) ● US National Medal of Technology and Innovation (2013) ● Charles Stark Draper Prize of U.S. National Academy of Engineering (2011) ● Elected member of U.S. National Academies of Science, Medicine, and Engineering, the American Academy of Arts and Sciences, and the American Philosophical Society ● Appointed a member of the Pontifical Academy of Sciences
		Education
		● B.S. in Mechanical and Aerospace Engineering from Princeton University ● Ph.D. in Chemical Engineering from the University of California, Berkeley
		Also...
		● Co-Chair, Presidential Council of Advisors on Science & Technology ● Chair, Advisory Panel, Fellowships in Science & Engineering, David and Lucile Packard Foundation ● Vice-Chair, Board of Trustees, Gordon Research Conferences
		In selecting Dr. Arnold as a nominee for election to the Board of Directors, the Board considered, among other things, Dr. Arnold’s scientific and technical expertise in biological engineering. Our continued growth is dependent on scientific and technical advances, and the Board believes that Dr. Arnold offers strategic and technical insight into the risks and opportunities associated with our business. Dr. Arnold’s academic and research experience provides valuable insight into the needs of our customers and the opportunities associated with serving the research market.

6 • Illumina, Inc. 2022 Proxy Statement


Francis A. deSouza Chief Executive Officer Profile Director since 2014 Chief Executive Officer since 2016 President from 2013 until 2016 Age: 51		Career Highlights
		● Chief Executive Officer of Illumina since July 2016, and President from December 2013 through July 2016 ● President of Products and Services at Symantec Corporation from 2011 to 2013, and Senior Vice President of Enterprise Security Group from 2009 to 2011 (2009 – 2013) ● Founder and CEO of IMlogic, Inc. from 2001 until it was acquired by Symantec (2001 – 2006) ● Product Unit Manager of Real-time Collaboration Group at Microsoft Corporation (1998 – 2001) ● Co-founder and CEO of Flash Communications from 1997 until it was acquired by Microsoft (1997 – 1998)
		Other Public Board Service
		● The Walt Disney Company (since 2018) ● Citrix Systems, Inc. (2014 – 2016)
		Education
		● B.S. in Electrical Engineering and Computer Science from Massachusetts Institute of Technology ● M.S. from Massachusetts Institute of Technology
		Also...
		● Glassdoor Top 100 CEOs (2018 and 2019) ● #10 on Fortune’s 2018 Businessperson of the Year ● Silicon Valley 40 Under 40
		In selecting Mr. deSouza as a nominee for election to the Board of Directors, the Board considered, among other things, Mr. deSouza’s experience as our CEO and his extensive experience with entrepreneurial companies experiencing rapid growth and maturation. The Board of Directors believes that Mr. deSouza’s experience directly managing a growing portfolio of products and services contributes to the Board’s understanding of the risks and opportunities faced by a rapidly growing global business, such as Illumina, as it develops and introduces an increasing number of products and services. In addition, Mr. deSouza is the lead representative of management on the Board, whose views are critical to the Board’s overall perspective.

Illumina, Inc. 2022 Proxy Statement • 7

LOGO

Caroline D. Dorsa

Profile

Director since 2017

Financial Expert

Age: 62

Board Committees

Audit (Chair)

Compensation

Career Highlights

● Executive Vice President and Chief Financial Officer at Public Service Enterprise Group, Inc. (2009 – 2015)

● Senior Vice President of Global Human Health, Strategy and Integration at Merck & Co., Inc. (2008 – 2009)

SEC Form DEF 14A filed by Illumina Inc.