DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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LOGO

April 9, 2026

Notice of Annual Meeting and Proxy Statement


Date:		May 21, 2026
Time:		10:00 a.m. (Pacific time)

This year’s annual meeting of stockholders will be held completely virtually.

To participate, vote, or submit questions 15 minutes before and during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/ILMN2026. There will not be a physical location for the annual meeting.

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

Elect nine nominees 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 3, 2027;

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

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

The Illumina Board of Directors (the “Board of Directors” or the “Board”) unanimously recommends that you vote “FOR” the nominees proposed by the Board of Directors and “FOR” the other proposals recommended by the Board. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the annual meeting as described in the accompanying proxy statement.

Stockholders as of the record date of March 26, 2026, are entitled to notice of and to vote on the matters listed in the proxy statement.

The proxy statement and accompanying proxy are being mailed to our stockholders on or about April 9, 2026, concurrently with the mailing of our annual report on Form 10-K for the fiscal year ended December 28, 2025.

By Order of the Board of Directors,

LOGO

Scott Davies

Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 21, 2026: The proxy statement and Annual Report to Stockholders are available at www.proxyvote.com.


		Voting is easy:
		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 20, 2026.
		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 20, 2026.
		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 20, 2026.
		DURING THE ANNUAL MEETING. Instructions on how to vote while participating in our annual meeting live via the internet are posted at www.virtualshareholdermeeting.com/ILMN2026. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee through which you hold your shares. You should follow the instructions in the Notice of Internet Availability of Proxy Materials or voting instructions provided by your broker or other nominee in order to instruct your broker or other nominee on how to vote your shares.

Letter from Independent Chair of the Board

Dear Fellow Stockholders,

This past year marked a period of meaningful progress for Illumina. The company returned to growth and improved profitability, while its core sequencing business gained momentum. Illumina’s new investments in multiomics and data platforms have expanded the breadth and capability of our products. We are continuing to advance opportunities to improve patient care, and make the promise of precision medicine more accessible and routine.

Customer adoption remained strong in the third year of the NovaSeq X rollout, with Illumina converting more than 70% of sequencing volume to the platform. The transition is reshaping how customers operate. It is enabling our partners to broaden test portfolios, accelerate the path to reimbursement, and shift their sequencing work toward data-intensive assays that are both more cost-effective and more robust across a range of applications. At the same time, Illumina has continued to drive solid demand in our core sequencing business.

Over the course of the year, Illumina achieved a series of additional milestones that will help position the company for continued growth and deepen its impact on clinical practice. The acquisition of Somalogic builds on Illumina’s leadership in multiomics. The launch of Bioinsight enables the company to deliver more actionable insights to biopharma partners. At the Advances in Genome Biology and Technology (AGBT) meeting, we underscored our technology leadership by unveiling an 18-month roadmap for the X platform and introducing TruPath. These and similar steps underscore our commitment to providing the most accurate, comprehensive, and cost-effective end-to-end workflows in the industry. The Illumina team remains committed to our mission of equipping customers with the tools they need to unlock scientific insights and improve outcomes for patients.

In my first full year as Chair, the Board continued to provide independent oversight of management while executing on our Board succession plan. Frances Arnold, Robert Epstein and Gary Guthart will conclude their Board service at the 2026 annual meeting. The Board thanks each of them for their judgment and commitment to Illumina.

The Board is pleased to announce the nomination of David P. King to be elected by stockholders as a director at the 2026 annual meeting. We believe that David’s addition would broaden the skills on the Board, especially given his extensive experience in healthcare and life sciences, including managing a highly complex business at scale. With your support, upon his election, David will be the fifth independent director added to the Board since 2020, reducing our average independent director tenure to fewer than five years.

As Illumina moves forward, the Board remains focused on ensuring disciplined execution against our long-term targets and creating lasting value for stockholders. As NGS becomes more deeply embedded in healthcare, Illumina will continue to provide the highest quality insights at scale to ensure patients are given the most effective personalized care.

On behalf of the entire Board, I would like to thank you for your support of Illumina. We are committed to providing life-changing benefits for patients while driving significant value for our customers and stockholders.

Sincerely,

Dr. Scott Gottlieb

Independent Chair of the Board

Annual Meeting & Voting Information



ANNUAL MEETING INFORMATION
Date: May 21, 2026 Time: 10 a.m. (Pacific time) Location: Internet webcast only at www.virtualshareholdermeeting.com/ILMN2026 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 26, 2026


ITEMS TO BE VOTED ON		Board Recommendation
1. The election of nine nominees to our Board of Directors		✓ For All Nominees

2. Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2027		✓ For

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

Table of Contents


Who We Are			1
Information About the Current Board			2
Director Nominee Highlights and Robust Corporate Governance			3
Our Leadership			4
2025 Financial Performance Highlights			5
2026 Director Nominees			6
How We Are Selected and Evaluated			17
How We Provide Oversight			20
How to Communicate with Us			30
Our Approach to Director Pay			31
Security Ownership of Certain Beneficial Owners and Management			36
Proposal 1: Vote for Us			38
Proposal 2: Our Auditors			40
Audit Committee Report			41
Our Approach to Executive Pay			45
Compensation Committee Report			59
Executive Compensation			60
Proposal 3: Advisory Vote on Compensation			70
Users’ Guide			71
Annex A – Reconciliation of Non-GAAP Measures			A-1

Who We Are

Our Mission

To improve human health by unlocking the power of the genome.

Our Company

We are a global leader in sequencing- and array-based solutions for genetic and genomic analysis. Our products and services serve customers in a wide range of markets, enabling the adoption of multiomic solutions in clinical and research settings.

Researchers and clinicians use our products to analyze the genome at all levels of complexity, from targeted panels to whole-genome sequencing. This enables them to discover, detect, diagnose, and treat diseases from cancer to various rare or heritable disorders.

LOGO

Our Markets

Illumina is innovating across multiple markets, including:

Clinical Markets: We are focused on enabling translational and clinical markets through the introduction of best-in-class sequencing technology. Further, we are developing sample-to-answer solutions to catalyze adoption in the clinical setting, including in reproductive and genetic health and oncology. Using next-generation sequencing (NGS) can reduce costs compared to traditional methods of disease diagnosis, which are often expensive and inconclusive while requiring extensive testing.

Research & Applied Markets: Historically our core business has been in the life sciences research market, which includes laboratories associated with universities, research centers, and government institutions, along with biotechnology and pharmaceutical companies. Researchers at these institutions use our products and services for basic and translational research across a spectrum of scientific applications. Our products also serve various applied markets including consumer genomics and agrigenomics.

Illumina, Inc. 2026 Proxy Statement • 1

Information About the Current Board

The following table sets forth the names, ages, standing Board committee assignments, and positions of our directors as of April 9, 2026.

						$
Name	Age	Independent	Audit Committee	Compensation Committee	Nominating/ Corporate Governance Committee	Science and Technology Committee		Other Public Company Boards

Scott Gottlieb, M.D., Chair	53	✓						3

Jacob Thaysen, Ph.D., CEO	50							0

Frances Arnold, Ph.D.⁽¹⁾	69	✓						2

Caroline D. Dorsa	66	✓						2

Robert S. Epstein, M.D.⁽¹⁾	70	✓						2

Gary S. Guthart, Ph.D.⁽¹⁾	60	✓						1

Keith A. Meister	52	✓						3

Anna Richo	65	✓						1

Philip W. Schiller	65	✓						0

Susan E. Siegel	65	✓						2

Scott B. Ullem	59	✓						0

Number of Meetings in 2025			8	5	4		4

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

(1)

Drs. Arnold, Epstein and Guthart will conclude their service on the Board at the close of the 2026 annual meeting of stockholders.

2 • Illumina, Inc. 2026 Proxy Statement

Director Nominee Highlights and Robust Corporate Governance

The Board of Directors believes that maintaining a highly qualified Board and strong corporate governance is the foundation for enhancing investor confidence and increasing stockholder value long-term.

Providing robust oversight is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and encourages long-term productivity and growth.

LOGO


Key Governance Principles and Practices

Independent Oversight	Accountability to Stockholders	Commitment to Stockholder Rights	Effective Risk Oversight

Independent Chair	One vote per share	Stockholders can call a special meeting	Full Board oversight of risk management

All directors other than CEO are independent	Annual director elections	Simple majority vote requirement for charter amendments and mergers	Key Board committees oversee risks within their respective areas

100% independent Board committees	Majority vote standard for uncontested director elections	Proxy access	Senior executives provide regular updates to Board committees and the full Board

Illumina, Inc. 2026 Proxy Statement • 3

Our Leadership

Executive Officers

The following table sets forth the names, ages, positions, and business experience of our executive officers as of April 9, 2026:



Name	Age	Position	Year Joined Illumina	Recent Business Experience

Jacob Thaysen	50	Chief Executive Officer	2023	2023 – Present 2018 – 2023 2014 – 2018	Chief Executive Officer, Illumina SVP, President of Life Sciences & Applied Markets Group, Agilent Technologies SVP, President of Diagnostics & Genomics Group, Agilent Technologies

Steven Barnard	66	Chief Technology Officer	1998	2023 – Present 2015 – 2023 1998 – 2015	Chief Technology Officer, Illumina VP and Head of Global Advanced Science, Illumina VP, Chemistry, Illumina

Scott Davies	56	Chief Legal Officer	2009	2025 – Present 2024 – 2025 2016 – 2024	Chief Legal Officer, Illumina Interim General Counsel & Secretary, Illumina VP, Legal – Chief Corporate Counsel and Assistant Secretary, Illumina

Ankur Dhingra	50	Chief Financial Officer	2024	2024 – Present 2022 – 2024 2021 – 2022 2019 – 2021	Chief Financial Officer, Illumina CFO, Summit Therapeutics CFO, CareDX VP, Investor Relations, Agilent Technologies

Patricia Leckman	62	Chief People Officer	2010	2023 – Present 2010 – 2023 2006 – 2010	Chief People Officer, Illumina VP, Human Resources, Illumina VP, HR Operations, NVIDIA

Kevin Pegels	59	Chief of Global Operations	2015	2021 – Present 2015 – 2021	Chief of Global Operations, Illumina Head of Global Supply Chain, Illumina

Jakob Wedel	54	Chief Strategy and Corporate Development Officer	2023	2024 – Present 2023 – 2024 2017 – 2023	Chief Strategy and Corporate Development Officer, Illumina CEO Chief of Staff, Illumina Partner, EY-Parthenon

4 • Illumina, Inc. 2026 Proxy Statement

2025 Financial Performance Highlights

In 2025, Illumina returned to growth excluding Greater China and delivered meaningful financial improvement through disciplined execution. Full-year revenue was $4.34 billion, flat on a reported basis, with ex-China revenue increasing 2% and momentum building in the second half of the year. Core sequencing revenue grew modestly, driven by 2% growth in sequencing consumables (up 4% ex-China), partially offset by a 4% decline in sequencing instrument revenue (down 1% ex-China). Consumables growth reflected continued strength in clinical markets and increased utilization of the NovaSeq X platform. Instrument revenue declined as academic and government customers remained measured in capital spending; however, we continued to advance our high-throughput transition during the year and expanded the installed base of NovaSeq X systems. The continued shift toward recurring consumables revenue supported improved operating leverage during the year. GAAP operating margin was 18.6% for 2025, down from 34% in 2024, primarily due to the reversal of the withdrawn European Commission fine in 2024. Non-GAAP operating margin⁽¹⁾ expanded to 23.1%, up from 21.3% in 2024, reflecting disciplined cost management and operating leverage. GAAP diluted earnings per share was $5.45 in 2025, down from $5.61 in 2024. Non-GAAP diluted EPS⁽¹⁾ increased 16% to $4.84. Net cash provided by operating activities totaled $1,079 million and Illumina generated $931 million in free cash flow⁽¹⁾. Illumina also returned approximately $740 million to stockholders through share repurchases during 2025, while maintaining a strong balance sheet.

Summary 2025 Financial Performance



Revenue $4.34B (h0% YoY) FY24: $4.33B	Non-GAAP Operating Margin⁽¹⁾ 23.1% (h8.5% YoY) FY24: 21.3%	Non-GAAP Diluted EPS⁽¹⁾ $4.84 (h16% YoY) FY24: $4.16

(1) See the tables included in Annex A for reconciliations of these GAAP and non-GAAP financial measures

Strategic Performance

2025 marked a year of disciplined execution against the strategic pillars established in 2024, as Illumina returned to growth:

•

We returned to revenue growth excluding Greater China, with total sequencing consumables revenue increasing 4% year-over-year, reflecting accelerating adoption of sequencing-based testing and more sequencing-intensive applications.

•

We achieved our NovaSeq X high-throughput transition milestones, with the platform becoming the primary driver of high-throughput sequencing volume and supporting increased recurring consumables demand.

•

We continued executing against our strategic pillars beyond core sequencing by expanding our multiomics capabilities, announcing the acquisition of SomaLogic, and launching BioInsight to advance our data, software, and AI-enabled offerings.

•

We strengthened leadership capabilities in clinical and data-driven innovation to support continued ecosystem expansion.

•

We delivered operating leverage through disciplined cost management and operational execution, contributing to margin expansion and earnings growth during the year.

Illumina, Inc. 2026 Proxy Statement • 5

2026 Director Nominees

Upon the recommendation of the Nominating/Corporate Governance Committee of the Board, the Board of Directors has nominated for election at the 2026 annual meeting the nine nominees named in the table below to hold office until the annual meeting of stockholders in 2027 and until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office. The Nominating/Corporate Governance Committee has recommended that Mr. David King be elected as a new director at the 2026 annual meeting. In today’s evolving global business and regulatory environment, the Committee determined that the addition of Mr. King will broaden the skills of the current Board, particularly given his extensive experience in healthcare and life sciences, including managing a complex business at scale. Drs. Arnold, Epstein and Guthart will conclude their service on the Board at the close of the 2026 annual meeting of stockholders.


Name	Age	Independent	Director Since	Principal Occupation

Caroline D. Dorsa	66	✓	2017	Board Chair at Biogen⁽¹⁾ and Director at Duke Energy

Scott Gottlieb, M.D., Chair	53	✓	2020	Partner at New Enterprise Associates and senior fellow at AEI; Former FDA Commissioner; Director at Pfizer, United Health and Tempus AI

David P. King	69	✓	—	Former CEO & Executive Chair of Laboratory Corporation of America; Board Chair at Privia Health and Director at Smith & Nephew; Managing Member, KingMan LLC

Keith A. Meister	52	✓	2025	Founder, Managing Partner and Chief Investment Officer of Corvex Management LP

Anna Richo	65	✓	2024	Director at Exelon; Former General Counsel, Chief Compliance Officer and Corporate Secretary at Cargill, Inc.

Philip W. Schiller	65	✓	2016	Apple Fellow at Apple, Inc.

Susan E. Siegel	65	✓	2019	Board Chair at MIT The Engine, Board Director at Align Technology and the Kaiser Family Foundation and Senior Lecturer at MIT Sloan School of Management

Jacob Thaysen, Ph.D., CEO	50		2023	CEO at Illumina, Inc.

Scott B. Ullem	59	✓	2023	CFO at Edwards Lifesciences⁽²⁾

(1)

Ms. Dorsa announced on February 11, 2026 that she would be retiring from the Biogen board effective immediately following Biogen’s 2026 Annual Meeting of Stockholders, scheduled to take place on June 9, 2026

(2)

Mr. Ullem announced on October 30, 2025 that he would be transitioning from his role by midyear 2026. Following the appointment of a new CFO, Mr. Ullem will continue in an advisory role at Edwards Lifesciences.

6 • Illumina, Inc. 2026 Proxy Statement


Caroline D. Dorsa Profile Director since 2017 Financial Expert Age: 66 Board Committees Audit Compensation Education ● B.A. in History from Colgate University ● MBA in Finance and Accounting from Columbia University				Relevant Expertise
				Ms. Dorsa’s deep knowledge of clinical markets, especially as our technology and products are increasingly utilized in clinical settings, significantly enhances the Board’s understanding of these markets and the risks and opportunities associated with operating in markets regulated by the U.S. Food and Drug Administration (“FDA”). In addition, as a result of her significant financial and accounting expertise, Ms. Dorsa is an audit committee financial expert under applicable US Securities and Exchange Commission (“SEC”) rules.
				Career Highlights
				● EVP and CFO, Public Service Enterprise Group, Inc. (2009 – 2015) ● SVP of Global Human Health, Strategy and Integration, Merck & Co., Inc. (2008 – 2009) ● SVP and CFO, Gilead Sciences, Inc. (2007 – 2008) ● EVP and CFO, Avaya, Inc. (2007) ● Various financial and operational positions at Merck & Co., Inc. including Vice President and Treasurer (1987 – 2007)
				Public Board Service
				● Biogen, Inc. (2010 – Present; Chair 2023 – Present)⁽¹⁾ ● Duke Energy Corporation (since 2021) ● Intellia Therapeutics, Inc (2015 – 2023) ● Goldman Sachs Funds (2016 – 2021) ● Public Service Enterprise Group, Inc. (2003 – 2009)
				Non-Public Board Service
				● Founder and current board member emeritus, Institute for Advanced Clinical Trials for Children (since 2016) ● Junior Achievement of New Jersey (2009 – 2015)
				Of Note
				● Named Best 50 Women in Business by NJBIZ (2014)

(1)

Illumina, Inc. 2026 Proxy Statement • 7


Scott Gottlieb, M.D. Independent Chair Profile Director since 2020 FDA Commissioner (2017 – 2019) Age: 53 Board Committees Nominating/Corporate Governance Education ● B.A. in Economics from Wesleyan University ● M.D. from Mount Sinai School of Medicine of New York University				Relevant Expertise
				Dr. Gottlieb’s extensive policy expertise, including his experience as FDA Commissioner from 2017-2019, contributes to the Board’s deeper understanding of the risks and opportunities associated with offering FDA-regulated products especially as our growth continues to become more dependent on clinically approved products.
				Career Highlights
				● Partner, New Enterprise Associates and senior fellow at AEI, a public policy think tank (since 2019) ● 23rd Commissioner, FDA (2017 – 2019) ● Various roles in the public and private sectors including serving as Venture Partner at New Enterprise Associates (2007 – 2017) ● FDA Deputy Commissioner for Medical and Scientific Affairs (2005 – 2007) ● Senior Advisor for Medical Technology to the FDA Commissioner (2003 – 2004)
				Public Board Service
				● Pfizer, Inc. (since 2019) ● Tempus AI, Inc. (since 2019) ● UnitedHealth Group (since 2025)
				Non-Public Board Service
				● Mount Sinai Medical System, Inc. (since 2023) ● Commanche Biopharma (since 2023) ● National Resilience, Inc. (since 2020) ● Xaira Therapeutics (since 2024) ● Aetion, Inc (2019 – 2025)
				Of Note
				● Columnist, Wall Street Journal ● Contributor to CNBC and CBS Face the Nation ● Elected Member of the National Academy of Medicine

8 • Illumina, Inc. 2026 Proxy Statement


David P. King Profile New Director Nominee Age: 69 Education ● B.A. in Public and International Affairs from Princeton University ● J.D. from University of Pennsylvania Law School				Relevant Expertise
				Mr. King has extensive experience in the healthcare and life sciences sectors in executive and non-executive roles. His experience includes operating a complex business at scale, leading operational excellence and commercial initiatives, building a high-performing culture, leading transformational change in businesses through M&A and organic initiatives, and building high-performing management teams.
				Career Highlights
				● Chair, President & CEO, Laboratory Corporation of America Holdings (LabCorp) (2007 – 2019) and Executive Chair (2019 – 2020) ● Managing Member, KingMan LLC, provider of strategic consulting services for stakeholders across the healthcare system (since 2021) ● Operating Partner, Pritzker Private Capital (2020 – 2021) ● Former CEO, Current Director & Chairman, Fortis Life Sciences (2023 – Present) ● Prior to joining LabCorp, Mr. King was a partner at Hogan & Hartson LLP (now Hogan Lovells) and an Assistant U.S. Attorney for the District of Maryland
				Public Board Service
				● Privia Health Group Inc. (Chair since 2021) ● Smith & Nephew PLC (since 2025) ● ZimVie Inc. (Chair 2022 – 2025) ● LabCorp (Board 2007 – 2020; Executive Chair 2009 – 2019; Non-Executive Chair 2019 – 2020)
				Non-Public Board Service
				● PathGroup (Chair 2022) ● LGC Limited (Chair since 2023) ● AMSURG Corp. (Chair since 2023) ● Novant Health (Since 2021) ● AMR Clinical (Chair 2021 – 2026) ● HealthChannels, LLC (Executive Chair 2021 – 2026) ● VaxCare, LLC (2021 – 2025)
				Of Note
				● Forbes’ America’s Most Innovative Leaders (2019) ● Former Member of the Advisory Board for Duke University’s Robert J. Margolis, MD, Center for Health Policy

Illumina, Inc. 2026 Proxy Statement • 9


Keith A. Meister Profile Director since 2025 Age: 52 Board Committees Nominating/Corporate Governance Education ● A.B. in Government from Harvard College				Relevant Expertise
				Mr. Meister’s extensive leadership experience as managing partner and executive officer of an investment firm and a diversified holding company and his significant public company directorship experience in a variety of industries contributes to the Board’s understanding and oversight of finance, capital markets, strategic development, and risk management topics.
				Career Highlights
				● Founder, Managing Partner and Chief Investment Officer of Corvex Management LP (since 2010) ● Chief Executive Officer, Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises L.P. (2003 – 2010) ● Senior Managing Director, Icahn Partners LP (2004 – 2010)
				Public Board Service
				● MGM Resorts International (since 2019) ● GeneDx Holdings Corp. (since 2022) ● Vestis Corporation (since 2024) ● CM Life Sciences Inc. (2020 – 2021) ● CM Life Sciences II Inc. (2020 – 2021) ● CM Life Sciences III Inc. (2021) ● Mr. Meister has previously served on the board of directors of numerous other public companies in his career, including Yum! Brands Inc., The Williams Companies, Inc., ADT, Inc., Ralcorp Holdings, Inc. and Motorola, Inc. (now Motorola Solutions, Inc.).
				Philanthropic Board Service
				● Harlem Children’s Zone (Chairman) ● American Museum of Natural History

10 • Illumina, Inc. 2026 Proxy Statement


Anna Richo Profile Director since 2024 Age: 65 Board Committees Nominating/Corporate Governance (Chair) Education ● B.S. in Industrial and Labor Relations from Cornell University ● J.D. from DePaul University College of Law				Relevant Expertise
				Ms. Richo’s extensive global legal, compliance, and regulatory experience, including at biotechnology, biopharmaceutical, and medtech companies, enhances the Board’s evaluation and understanding of the legal and regulatory risks and opportunities associated with the Company’s expanding operations across various global markets.
				Career Highlights
				● Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. (2024) ● Corporate Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, Cargill, Inc. (2019 – 2024) ● EVP and General Counsel, UCB, a publicly traded Belgian biopharmaceutical company (2012 – 2019) ● Senior Vice President and Chief Compliance Officer, Amgen Inc. (2008 – 2012) ● Vice President, Law, Amgen Inc. (2003 – 2008) ● Chief Litigation Counsel, Associate General Counsel, and Vice President of Law, Baxter Healthcare (1991 – 2003)
				Public Board Service
				● Exelon, Inc. (since 2023) ● Adamas Pharmaceuticals (2020 – 2021) ● Cytyc Corporation (1998 – 2003)
				Non-Public Board Service
				● Director, Cargill Foundation ● Trustee, DePaul University ● Director, Children’s Minnesota

Illumina, Inc. 2026 Proxy Statement • 11


Philip W. Schiller Profile Director since 2016 Age: 65 Board Committees Nominating/Corporate Governance Science and Technology Education ● B.S. in Biology from Boston College				Relevant Expertise
				Mr. Schiller’s track record and global experience in bringing world class products to market provides the Company and the Board with important insights into communicating the benefits of the Company’s products and technology to customers and other stakeholders. In addition to his marketing experience, Mr. Schiller brings expertise in product strategy, information security, pricing and forecasting at a global scale for multi-billion dollar businesses.
				Career Highlights
				● Apple Fellow at Apple, reporting to CEO Tim Cook and leading the App Store and Apple Events (since 2021) ● Senior Vice President of Worldwide Marketing at Apple, and a member of Apple’s executive team responsible for the company’s product marketing, developer relations, business marketing, education marketing, international marketing, and App Store programs (2002 – 2021) ● Vice President of Product Marketing at Macromedia, Inc. (1995 – 1997) ● Director of Product Marketing at FirePower Systems, Inc. (1993 – 1995)
				Non-Public Board Service
				● Board of Trustees, Bowdoin College (since 2019) ● Board of Trustees, Boston College (since 2010)
				Of Note
				● Listed in Forbes “The World’s Most Influential Chief Marketing Officers” every year between 2012 and 2020

12 • Illumina, Inc. 2026 Proxy Statement


Susan E. Siegel Profile Director since 2019 Age: 65 Board Committees Compensation (Chair) Education ● B.S. in Biology from University of Puerto Rico ● M.S. in Biochemistry and Molecular Biology from Boston University Medical School				Relevant Expertise
				Ms. Siegel’s extensive experience leading and growing life science companies and driving innovation, as well as her knowledge of genomics markets and technology, greatly enhances the Board’s understanding of our customers, technology roadmap, and the needs of our business.
				Career Highlights
				● Senior Lecturer, MIT Sloan School of Management (since 2019) ● Chief Innovation Officer of General Electric (GE) and CEO of GE Business Innovations (GE’s growth and innovation business), and CEO of GE Ventures (subsumed into Chief Innovation Officer role) (2012 – 2019) ● General Partner, Mohr Davidow Ventures (2006 – 2012) ● President and Board Member of Affymetrix, Inc. (1998 – 2006) ● Sr. Executive, Amersham Pharmacia Biotech (1990 – 1998), Final Role: President, Hoefer Business & VP, Business Development & Licensing (1996 – 1998)
				Public Board Service
				● Nevro Corp. (since 2020) ● Align Technology, Inc. (since 2017) ● Pacific Biosciences of California, Inc. (2006 – 2012) ● Affymetrix, Inc. (2000 – 2006)
				Non-Public Board Service
				● MIT’s The Engine (since 2016; Chairman since 2020) ● Co-Chair, Stanford Medicine Board of Fellows (since 2017) ● Kaiser Family Foundation (since 2019) ● Mass General Brigham’s Innovation Growth Board (since 2015) ● National Venture Capital Association, Board Member (2012 – 2016)
				Of Note
				● Lifetime Achievement Award, Global Corporate Venturing (2020) and named to its Powerlist (2015 – 2019) ● Fortune’s “34 Leaders Who are Changing Healthcare” (2017) ● “100 of the Most Influential Women in Silicon Valley,” Silicon Valley Business Journal (2006) ● Fierce Biotech’s “Top 10 Women in Medical Devices” (2015) ● Henry Crown Fellow, The Aspen Institute ● Featured in Multipliers: How the Best Leaders Make Everyone Smarter ● Founding representative board member of NIH’s National Center for Advancing Translational Sciences ● Served on President Obama’s Precision Medicine Initiative Working Group, leading to the creation and launch of “All of Us”

Illumina, Inc. 2026 Proxy Statement • 13


Jacob Thaysen, Ph.D. Chief Executive Officer Profile Director since 2023 Age: 50 Board Committees None Education ● M. Sc. In Physics from the Technical University of Denmark ● Ph.D. in Physics from the Technical University of Denmark				Relevant Expertise
				Mr. Thaysen’s extensive background and experience in genomics and life sciences fits closely with Illumina’s mission. His experience provides the Company and the Board with a unique combination of deep technological and commercial experience, which is critical to driving profitable growth and creating value for all of Illumina’s stakeholders.
				Career Highlights
				● Chief Executive Officer, Illumina, Inc. (since 2023) ● SVP, President of Life Sciences & Applied Markets Group at Agilent Technologies (2018 – 2023); SVP, President of Diagnostics & Genomics Group (2014 – 2018); VP, General Manager, Diagnostics & Genomics (2013 – 2014) ● Corporate Vice President, R&D at Dako, a Danish cancer diagnostic company acquired by Agilent in 2012 (2010 – 2013)
				Of Note
				● Chair, ALDA (Analytical, Life Science & Diagnostics Association) (since 2023) ● Founder and Chief Technology Officer at Cantion, a research and defense application development company (2001)

14 • Illumina, Inc. 2026 Proxy Statement


Scott B. Ullem Profile Director since 2023 Financial Expert Age: 59 Board Committees Audit (Chair) Education ● B.A. in Political Science from DePauw University ● MBA from Harvard Business School				Relevant Expertise
				Mr. Ullem’s financial oversight capabilities, especially as CFO of large, global public companies and as an investment banker, significantly enhances the Board oversight of financial reporting and capital allocation. In addition, Mr. Ullem is an audit committee financial expert under applicable SEC rules.
				Career Highlights
				● Chief Financial Officer, Edwards Lifesciences (since 2014)⁽¹⁾ ● Various positions including Chief Financial Officer Bemis Company, Inc. (2008 – 2013) ● Managing Director, Co-Head of Diversified Industries Investment Banking at Bank of America (2005 – 2008) Various positions including Managing Director at Goldman Sachs (1989 – 2005)
				Public Board Service
				● Berry Global Corp. (2016 – 2024)
				Non-Public Board Service
				● egnite, a digital health technology company (since 2021)
				Of Note
				● Henry Crown Fellow at the Aspen Institute

(1)

Illumina, Inc. 2026 Proxy Statement • 15

Director Nominee Skills Matrix

The following table below summarizes the key skills and experiences of our director nominees. Further details about their qualifications are set forth in their respective individual biographies.

Director Nominee

MD /
PhD

Financial
Expertise

International
Experience

Regulatory
Experience

Technology &
Innovation

Life
Sciences

Public

Company

Executive

Risk Oversight /

Management

Scott Gottlieb

✓

Jacob Thaysen

✓

Caroline Dorsa

✓

David King

✓

Keith Meister

✓

Anna Richo

✓

Philip Schiller

✓

Susan Siegel

✓

Scott Ullem

✓

16 • Illumina, Inc. 2026 Proxy Statement

How We Are Selected and Evaluated

Criteria for Board Membership

The Board of Directors has delegated to the Nominating/Corporate Governance Committee the responsibility for reviewing and recommending nominees to the Board for Board membership.

The Nominating/Corporate Governance Committee performs an assessment at least annually of the skills and the experience needed to provide robust independent oversight of management. In evaluating Board candidates, the Nominating/Corporate Governance Committee considers factors including, but not limited to, depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of our business environment, and willingness to devote adequate time to Board duties, all in the context of an assessment of the needs of the Board at the time.

At a minimum, the Nominating/Corporate Governance Committee seeks to ensure that at least a majority of directors are independent under Nasdaq listing standards; that all members of our Audit Committee meet the financial literacy requirement under Nasdaq listing standards; that at least one of the members of our Audit Committee qualifies as an “audit committee financial expert” under SEC rules and regulations and as a “financially sophisticated audit committee member” under Nasdaq listing standards; and that each member of our Compensation Committee is “independent” as defined under SEC rules and regulations and Nasdaq listing standards, a “non-employee director” under SEC rules and regulations and an “outside director” under the rules of the Internal Revenue Code of 1986 (“Code”).

Through the Nominating/Corporate Governance Committee, the Board seeks to maintain a Board comprised of individuals of the highest personal character, integrity, and ethical standards, and that reflects a range of professional backgrounds and skills relevant to our business. The Nominating/Corporate Governance Committee considers many factors in identifying nominees for director. In selecting directors, the Board seeks to achieve a mix of Board members that represents a broad range of backgrounds and experience. The Nominating/Corporate Governance Committee does not assign specific weights to particular criteria and no individual criterion is necessarily applicable to all prospective nominees or dispositive in any specific instance.

The Nominating/Corporate Governance Committee believes that a wide breadth of personal experiences, attributes and skills contributes to the Board’s overall effectiveness, especially to the performance of its responsibilities in the oversight of a complex and highly competitive, science and clinically focused, global business. In addition, Illumina has engaged a third-party executive search firm on customary terms and conditions to assist the Nominating/Corporate Governance Committee with identifying and evaluating director candidates as needed.

Illumina, Inc. 2026 Proxy Statement • 17

Process for Identifying and Evaluating Nominees

The Board believes we will be well served by the proposed slate of director nominees. That said, the Nominating/Corporate Governance Committee continuously evaluates whether new members would be beneficial to the Board in enhancing its variety of perspectives, experience, or skill sets and follows the process outlined below:

•

Director candidates are selected based on input from an independent third-party search firm, members of our Board of Directors, and our senior management;

•

The Nominating/Corporate Governance Committee evaluates each candidate’s qualifications and checks relevant references; in addition, such candidates are interviewed by members of the Nominating/Corporate Governance Committee;

•

Candidates who merit serious consideration meet with members of the Board of Directors; and

•

Based on this input, the Nominating/Corporate Governance Committee evaluates which of the prospective candidates is qualified to serve as a director and whether it should recommend to the Board that such candidate be appointed to the Board and/or presented for the approval of stockholders at the next annual meeting, as appropriate.

Stockholder Nominees

The Nominating/Corporate Governance Committee will consider written proposals from stockholders for nominees for director using the same criteria described above but, based on those criteria, may not necessarily recommend those nominees to the Board of Directors if they are not considered suitable or do not add distinct skills or perspectives to our Board. Any such nominations should be submitted to the Nominating/Corporate Governance Committee, via the attention of our Corporate Secretary, and should include the following information:

•

All information relating to such nominee that is required to be disclosed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and our bylaws (including such person’s written consent to a background check, to being named in the proxy statement as a nominee, and to serving as a director, if elected).

•

The names and addresses of the stockholder(s) making the nomination and the number of shares of our common stock that are owned beneficially and of record by such stockholder(s).

•

Appropriate biographical information and a statement as to the qualification of the nominee, including the specific experience, qualifications, attributes, or skills of the nominee, demonstrating the relevance and usefulness to our Company of such experience, qualifications, attributes, or skills at our particular stage of development.

Nominations should be submitted in the manner and timeframe described in our bylaws and under the caption “Stockholder Proposals for our 2027 Annual Meeting” on page 79.

18 • Illumina, Inc. 2026 Proxy Statement

Proxy Access

Our bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding capital stock continuously for at least three years as of both the date the written notice of the nomination is delivered to or mailed and received by us, and the record date for determining stockholders entitled to vote at the meeting, to nominate and include in the Company’s proxy materials the greater of two directors or 20% of the number of directors currently serving on the Board rounded down to the nearest whole number, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the bylaws.

Illumina, Inc. 2026 Proxy Statement • 19

How We Provide Oversight

Board of Directors

Our business is managed with oversight by our Board of Directors. All our directors stand for election to one-year terms. The Board has determined that a majority of the members of the Board, specifically Dr. Arnold, Ms. Dorsa, Dr. Epstein, Dr. Gottlieb, Dr. Guthart, Mr. Meister, Ms. Richo, Mr. Schiller, Ms. Siegel, and Mr. Ullem, are independent directors under the Nasdaq listing standards. In addition, Mr. King will be an independent director under the Nasdaq listing standards.

The Board typically holds executive sessions of the non-employee, independent directors following each regularly scheduled in-person meeting of the Board of Directors. At its meetings during the fiscal year ended December 28, 2025 (“fiscal 2025”), the Board of Directors regularly met in executive sessions of non-employee, independent directors.

The Board of Directors has adopted Corporate Governance Guidelines, which outline the Company’s significant corporate governance policies and procedures. These guidelines can be viewed on our Investor Relations website at investor.illumina.com under “Governance.” The Board of Directors meets regularly to review significant developments affecting the Company and to act on matters requiring the Board of Directors’ approval. The Board of Directors held nine meetings during fiscal 2025. Board members are expected to attend Board and Board committee meetings, to come to meetings prepared, having read any materials provided to the Board of Directors prior to the meeting, and to participate actively in the meetings.

Corporate Governance

The Board of Directors and our management believe that good corporate governance is an important component in increasing stockholder value and enhancing investor confidence in the Company. Continuing to develop and implement best practices throughout our corporate governance structure is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and encourages long-term productivity and growth.

Sound corporate governance practices also ensure alignment with stockholder interests by promoting fairness, transparency, and accountability in business activities among employees, management, and the Board of Directors.

We maintain a corporate governance page on our website that includes key information about our corporate governance initiatives, including our Corporate Governance Guidelines, Code of Conduct, and charters for each of the Board committees, including the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, and the Science and Technology Committee. The corporate governance page can be found on our Investor Relations website at investor.illumina.com under “Governance” and the charters for each of the Board committees under “Governance” and then “Board of Directors.”

20 • Illumina, Inc. 2026 Proxy Statement

Outside Board Limits

The Board and Nominating/Corporate Governance Committee annually evaluates each director’s time commitment and availability, including their primary occupation, and other public company and private boards on which they serve. Only directors who are determined to have sufficient availability are considered for nomination or renomination each year. The Company also has a policy, included in its Corporate Governance Guidelines, that limits Board members from serving on more than four public company boards (including Illumina). The Corporate Governance Guidelines further provide that a Board member who is also a CEO of a public company should sit on, at most, one public company board other than Illumina and the board of the public company on which he or she serves as CEO, and that the Company’s CEO, if serving as a member of the Board, should sit on, at most, two other boards of directors or advisory boards (including non-profit organizations), only one of which may be another public company board.

Board Leadership Structure

Our Board leadership structure is reviewed annually by the Board and currently consists of an Independent Chair of the Board and four independent Board committee chairs. Currently, Dr. Gottlieb is the Chair of the Board and our CEO Jacob Thaysen also serves as a member of the Board. The Board previously determined that Mr. MacMillan, our previous Chair of the Board, and who served on the Board of Directors until March 2025, was also independent under the Nasdaq listing standards. Our Board believes that the current leadership structure is appropriate for the Company at this time because it effectively allocates authority, responsibility, and oversight between management and the independent members of our Board.

Our Corporate Governance Guidelines provide that, should the Chair of the Board not be an independent director, the independent directors of the Board will elect, by majority vote, an independent director to serve as the Lead Independent Director.

Board Evaluation

On an annual basis, the Nominating/Corporate Governance Committee undertakes an annual evaluation of the performance and effectiveness of the Board as a whole, as well as its individual Board committees. The evaluation process commences with an independent third party conducting an interview with each director to gather feedback on the effectiveness of each director, each Board committee, and the Board. The results of these interviews are aggregated and an evaluation is discussed with the full Board. This process serves to identify opportunities for the development of individual members and the respective Board committees.

Attendance at Meetings

During fiscal 2025, each director attended, virtually, in person or by telephone, at least 75% of the aggregate number of meetings of the Board of Directors and Board committees on which such director served during the period. The Board of Directors held nine meetings during fiscal 2025. Board members are invited to attend our annual meetings of stockholders and we reimburse the travel expenses of any director who travels to attend the annual meetings, but we do not have a policy under which directors are required to attend the annual meeting of stockholders. Six members of the Board of Directors attended our 2025 annual meeting of stockholders.

Illumina, Inc. 2026 Proxy Statement • 21

Board Committees

The Board of Directors currently has four standing Board committees to facilitate and assist the Board in the execution of its responsibilities. The Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, and the Science and Technology Committee held 8 meetings, 5 meetings, 4 meetings, and 4 meetings during fiscal 2025, respectively. All of the standing Board committees are composed solely of non-employee, independent directors. Charters for each Board committee are available on our website at www.illumina.com/company/about-us/board-of-directors.html under “Committee Charter Documentation Downloads”.

Audit Committee


Purpose		• Oversee the Company’s accounting and financial reporting processes, including internal control over financial reporting, and audit of its financial statements and provide advice with respect to the Company’s risk evaluation and mitigation processes
Principal Responsibilities		• Ensure the integrity of the Company’s financial statements and disclosures • Review and confirm the independent auditor’s qualifications and independence • Monitor the performance of the Company’s internal audit function and independent registered public accounting firm • Evaluate the adequacy and effectiveness of the Company’s internal controls • Oversee the Company’s compliance with legal and regulatory requirements • Supervise the processes utilized by management for identifying, evaluating, and mitigating strategic, financial, operational, regulatory, compliance, litigation, information security, cybersecurity, artificial intelligence and external risks inherent in the Company’s business
Current Members		• Scott Ullem (Chair) • Caroline Dorsa • Gary Guthart

The Board of Directors has unanimously determined that all Audit Committee members satisfy the additional independence requirements that apply to Audit Committee members under Nasdaq listing standards and SEC rules and regulations, are financially literate under Nasdaq listing standards and SEC rules and regulations, and at least one member is financially sophisticated as required under Nasdaq listing standards and a financial expert as such term is described under SEC rules and regulations. More specifically, the Board of Directors has unanimously determined that each of Ms. Dorsa, Dr. Guthart and Mr. Ullem qualify as an “audit committee financial expert” under SEC rules and regulations and “financially sophisticated audit committee member” under Nasdaq listing standards. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations, or liability on any person so designated.

22 • Illumina, Inc. 2026 Proxy Statement

Compensation Committee


Purpose		• Discharge the Board’s duties and responsibilities relating to compensation of our directors and executive officers, employees and consultants
Principal Responsibilities		• Report annually to our stockholders on executive compensation matters • Administer our equity and other compensation plans • Oversee non-employee director compensation, and recommend to the Board the amount and form of such compensation • Recommend to the Board the CEO’s annual compensation, taking into account the Board’s annual performance evaluation of the CEO, and other factors deemed appropriate, including the results of the most recent Say on Pay vote • Review and approve the amount and form of compensation to be paid to our other executive officers and others who report directly to the CEO at the level of Vice President or higher • Review and provide input to management on human capital talent management strategies, programs and policies • Oversee leadership development and succession planning for the direct reports to the CEO • Motivate executives to perform to their highest level and reward outstanding achievement • Maintain appropriate levels of risk and reward, assessed on a relative basis at all levels within the Company in proportion to individual contribution and performance and tied to achievement of financial, organizational, and management performance goals • Encourage executives to manage from the perspective of owners with an equity stake in the Company • Review and make initial (in the case of new hires) and periodic (in the case of then-current Company employees) determinations with respect to who is (i) an “executive officer” of the Company with reference to Rule 3b-7 and Rule 10D-1 under the Exchange Act and (ii) a “Section 16 officer” of the Company with reference to Rule 16a-1(f) under the Exchange Act, or in each of these two cases with reference to other guiding principles as established from time to time by the Nominating/Corporate Governance Committee
Current Members		• Susan Siegel (Chair) • Caroline Dorsa • Robert Epstein

Illumina, Inc. 2026 Proxy Statement • 23

The Board of Directors has unanimously determined that all Compensation Committee members satisfy the additional independence requirements that apply to Compensation Committee members under Nasdaq listing standards and SEC rules and regulations, and qualify as “non-employee directors” for the purposes of Section 16 of the Exchange Act.

No executive officer may participate in or be present during any deliberations or determinations of the Compensation Committee regarding his or her compensation.

The CEO has been delegated limited authority to grant equity incentive awards to any employee who is not designated as an “Executive Officer” or “Section 16 Officer,” and who does not report directly to him at the level of Vice President or higher. The CEO may exercise this authority without any further action required by the Compensation Committee; however, the Compensation Committee approves grant ranges based on employee job levels to guide the CEO in the exercise of his authority and sets the maximum individual award values that may be granted under this authority. The purpose of this delegation of authority is to enhance the flexibility of equity administration and to facilitate the timely grant of equity awards to non-management employees, particularly new employees, within the specified limits approved by the Compensation Committee. At least annually, the Compensation Committee reviews this authority and grant guidelines to ensure alignment with market and good governance practices. The CEO reports at least annually to the Compensation Committee on his exercise of this delegated authority. In addition, the Compensation Committee reviews our equity award usage forecast on a quarterly basis as part of its administration duties with respect to our Second Amended and Restated 2015 Stock and Incentive Plan.

Compensation Committee Interlocks and Insider Participation

The following directors served on Illumina’s Compensation Committee during fiscal 2025: Susan Siegel, Caroline Dorsa, Robert Epstein and Scott Gottlieb. No member of the Compensation Committee is, or ever has been, an officer or employee of the Company. Furthermore, during fiscal 2025, none of our current executive officers served as a member of a board of directors or compensation committee (or other board committee performing equivalent functions) of another entity where an executive officer of such entity served as a member of our Board of Directors or Compensation Committee. No related party transactions involving a member of the Compensation Committee occurred in fiscal 2025.

24 • Illumina, Inc. 2026 Proxy Statement

Nominating/Corporate Governance Committee


Purpose		• Oversee matters of corporate governance, including the evaluation of the performance, composition, and practices of the Board of Directors
Principal Responsibilities		• Identify individuals qualified to serve as members of the Board of Directors • Select nominees for election as directors of the Company • Evaluate at least annually the performance of the Board and its Board committees • Develop and recommend corporate governance guidelines to the Board • Provide oversight with respect to corporate governance and ethical conduct • Review and make recommendations to the Board on issues of CEO succession • Assist the Board in overseeing the Company’s material environmental, social, and governance matters, except as specifically delegated to another Board committee
Current Members		• Anna Richo (Chair) • Frances Arnold • Robert Epstein • Scott Gottlieb • Keith Meister • Philip Schiller

Science and Technology Committee


Purpose

SEC Form DEF 14A filed by Illumina Inc.