DEF 14A of Illumina, Inc., Apr 4, 2024

DEF 14A of Illumina, Inc.

Filed Apr 4, 2024 · FY20230001193125-24-087264

Open on EDGAR

  1. Skilled Director Nominees & Robust Corporate Governance

    Skilled Director Nominees & 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. 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.

  2. Skilled Director Nominees & Robust Corporate Governance

    | 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 |

  3. Director Nominee Skills Matrix

    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.

  4. Director Nominee Skills Matrix

    | Director Nominee | MD / PhD | Financial Expertise | International Experience | Regulatory Experience | Technology & Innovation | Life Sciences | Public Company Executive | Risk Oversight / Management | | Stephen MacMillan | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Jacob Thaysen | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Frances Arnold | ✓ | | | ✓ | ✓ | ✓ | | | | Caroline Dorsa | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Robert Epstein | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | Scott Gottlieb | ✓ | | | ✓ | | ✓ | | ✓ | | Gary Guthart | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Anna Richo | | | ✓ | ✓ | | ✓ | ✓ | ✓ | | Philip Schiller | | | ✓ | ✓ | ✓ | | ✓ | | | Susan Siegel | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Scott Ullem | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  5. Information About the Current Board

    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 4, 2024.

  6. Information About the Current Board

    | Name | Age | Independent | Audit Committee | Compensation Committee | Nominating/ Corporate Governance Committee | Science and Technology Committee | Other Public Company Boards | | Stephen P. MacMillan, Chair | 60 | ✓ | | | | | 1 | | Jacob Thaysen, Ph.D., CEO | 48 | | | | | | 0 | | Frances Arnold, Ph.D. | 67 | ✓ | | | | | 1 | | Caroline D. Dorsa | 64 | ✓ | | | | | 2 | | Robert S. Epstein, M.D. | 68 | ✓ | | | | | 2 | | Scott Gottlieb, M.D. | 51 | ✓ | | | | | 1 | | Gary S. Guthart, Ph.D. | 58 | ✓ | | | | | 1 | | Philip W. Schiller | 63 | ✓ | | | | | 0 | | Susan E. Siegel | 63 | ✓ | | | | | 2 | | Andrew J. Teno(1) | 39 | ✓ | | | | | 2 | | Scott B. Ullem | 57 | ✓ | | | | | 1 | | Number of Meetings in 2023 | | | 9 | 9 | 10 | 3 | |

  7. Information About the Current Board

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

  8. Information About the Current Board

    | (1) Mr. Teno is an employee at Icahn Capital LP, an affiliate of Icahn Partners LP. Mr. Teno was nominated to the Board by Icahn Partners LP and certain of its affiliates in 2023 and was duly elected by the Company’s stockholders at the 2023 annual meeting of stockholders. Mr. Teno will not be standing for re-election at the 2024 annual meeting of stockholders. |

  9. Information About the Current Board

    The following table summarizes certain demographic information about our current Board as of April 4, 2024:

  10. Information About the Current Board

    | Board Diversity Matrix | | | | | | 11 Total Directors | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender Identity | | Part I: Gender Identity | | | | | | Directors | 3 | 8 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 1 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 8 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  11. 2024 Director Nominees

    2024 Director Nominees Upon the recommendation of the Nominating/Corporate Governance Committee of the Board, the Board of Directors has nominated for election at the 2024 annual meeting the eleven nominees named in the table below to hold office until the annual meeting of stockholders in 2025 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 Ms. Anna Richo be elected as a new director at the 2024 annual meeting. In today’s evolving global business and regulatory environment, the Committee determined that the addition of Ms. Richo will broaden the skills of the current Board, particularly given her legal, compliance and ethics expertise. Mr. Andrew Teno will not be standing for re-election at the 2024 annual meeting of stockholders.

  12. 2024 Director Nominees

    | Name | Age | Independent | Director Since | Principal Occupation | | Frances Arnold, Ph.D. | 67 | ✓ | 2016 | Linus Pauling Prof. of Chemical Engineering, Biochemistry & Bioengineering at the California Institute of Technology; Director at Alphabet | | Caroline D. Dorsa | 64 | ✓ | 2017 | Board Chair at Biogen | | Robert S. Epstein, M.D. | 68 | ✓ | 2012 | CEO & Co-founder of Epstein Health LLC; Board chair at Veracyte | | Scott Gottlieb, M.D. | 51 | ✓ | 2020 | Partner at New Enterprise Associates and senior fellow at AEI; Former FDA Commissioner; Director at Pfizer | | Gary S. Guthart, Ph.D. | 58 | ✓ | 2017 | President and CEO at Intuitive Surgical | | Stephen P. MacMillan, Chair | 60 | ✓ | 2023 | Chairman, President and CEO at Hologic, Inc. | | Anna Richo | 63 | ✓ | — | Corporate SVP, Strategic Advisor to the CEO and General Counsel at Cargill, Inc. | | Philip W. Schiller | 63 | ✓ | 2016 | Apple Fellow at Apple, Inc. | | Susan E. Siegel | 63 | ✓ | 2019 | Senior Lecturer at MIT Sloan School of Management | | Jacob Thaysen, Ph.D., CEO | 48 | | 2023 | CEO at Illumina, Inc. | | Scott B. Ullem | 57 | ✓ | 2023 | CFO at Edwards Lifesciences |

  13. 2024 Director Nominees

    | Frances Arnold, Ph.D. Profile Director since 2016 Nobel Prize in Chemistry Age: 67 Board Committees Nominating/Corporate Governance Science and Technology (Chair) Education · B.S. in Mechanical and Aerospace Engineering from Princeton University · Ph.D. in Chemical Engineering from the University of California, Berkeley | Relevant Expertise | | | 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. Given that our continued growth is dependent on scientific and technical advances, Dr. Arnold’s expertise in chemistry and engineering provides the Board with strategic and technical insight into the risks and opportunities associated with our business. | | | Career Highlights | | | · Linus Pauling Professor of Chemical Engineering, Biochemistry and Bioengineering at the California Institute of Technology · Director of the Donna & Benjamin M. Rosen Bioengineering Center at the California Institute of Technology · Co-Chair of the President’s Council of Advisers on Science & Technology, Executive Office of the President (since January 2021) · Co-Founder of Gevo, Inc. (2005), Provivi, Inc. (2014), and Aralez Bio (2019) | | | Public Board Service | | | · Alphabet, Inc. (since 2019) | | | Non-Public Board Service | | | · Altos Labs (since 2021) · National Resilience, Inc. (since 2020) · Generate Biomedicines (since 2019) · Provivi, Inc. (since 2014) | | | Of Note | | | · 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 to U.S. National Academies of Science, Medicine, and Engineering, the American Academy of Arts and Sciences, and the American Philosophical Society · Member of Pontifical Academy of Sciences (since 2019) · Board of Trustees, Gordon Research Conferences (since 2016) · 13 honorary doctorates |

  14. 2024 Director Nominees

    | Caroline D. Dorsa Profile Director since 2017 Financial Expert Age: 64 Board Committees Audit (Chair) 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. (since 2010; Chair since 2023) · 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) |

  15. 2024 Director Nominees

    | Robert S. Epstein, M.D. Profile Director since 2012 Age: 68 Board Committees Compensation Nominating/Corporate Governance Education · B.S. in Biomedical Science and M.D. from the University of Michigan (6-year program) · M.S. in Preventative Medicine from the University of Maryland | Relevant Expertise | | | Dr. Epstein’s in-depth experience and practical knowledge includes how molecular diagnostic tests are reimbursed, and the issues raised by payors and other evidentiary authorities. As our technology and products are increasingly utilized in clinical settings, Dr. Epstein’s experience contributes to the Board’s understanding of these markets, our products’ diagnostic uses, and the risks and opportunities associated with operating in markets regulated by the FDA and elsewhere. | | | Career Highlights | | | · CEO & Co-Founder, Epstein Health LLC, a strategic advisory firm servicing private equity investors and companies in the field of healthcare technology innovation (since 2012) · Chief R&D Officer and President, Medco-UBC, a 2,400-employee global pharmaceutical services company focused on market access and personalized medicine solutions (2010 – 2012); Chief Medical Officer (1997 – 2010) | | | Public Board Service | | | · Veracyte, Inc. (since 2015; Chair since 2023) · Fate Therapeutics, Inc. (since 2014) | | | Non-Public Board Service | | | · Tasso, Inc. (since 2023) · Diadem srl (since 2022) · Proteus Digital Health (2013 – 2020) · Chairman, Decipher Biosciences (2019 – 2021) · Board of Managing Directors, Biologics and Biosimilars Collective Intelligence Consortium (2017– 2020) · President of the International Society of Pharmacoeconomics and Outcomes Research (1998 – 1999) | | | Of Note | | | · Fortune magazine ranked Medco as #3 most innovative companies (behind Apple and Nike) for Dr. Epstein’s work in promulgating personalized medicine testing · Hosted a webcast called “On Call with Dr. Rob,” which won two Telly Awards · Published 100+ peer-reviewed medical articles and book chapters and serves as a reviewer for several influential medical journals. |

  16. 2024 Director Nominees

    | Scott Gottlieb, M.D. Profile Director since 2020 FDA Commissioner (2017 – 2019) Age: 51 Board Committees Nominating/Corporate Governance (Chair) Compensation 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) | | | Non-Public Board Service | | | · Mount Sinai Medical System, Inc. (since 2023) · Commanche Biopharma (since 2023) · National Resilience, Inc. (since 2020) · Aetion, Inc (since 2019) · Tempus Labs (since 2019) · Daiichi Sankyo, Inc (2015 – 2017) | | | Of Note | | | · Columnist, Wall Street Journal · Contributor to CNBC and CBS Face the Nation · Elected Member of the National Academy of Medicine |

  17. 2024 Director Nominees

    | Gary S. Guthart, Ph.D. Profile Director since 2017 Financial Expert Age: 58 Board Committees Audit Science and Technology Education · B.S. in Engineering from the University of California, Berkeley · M.S. and Ph.D. in Engineering Science from the California Institute of Technology | Relevant Expertise | | | Dr. Guthart’s deep business, operating, financial, and scientific experience as an executive and CEO of a public life sciences and technology company in complex, high growth markets provides valuable perspective to the Board and the Company’s strategic planning, business development and R&D efforts. | | | Career Highlights | | | · Chief Executive Officer, Intuitive Surgical (since 2010); President (2007 – 2023); Chief Operating Officer (2006 – 2007); Vice President of Engineering (2002 – 2006); Other roles (1996 – 2002) · Member of core team developing foundational technology for computer-enhanced surgery at SRI International (1992 –1996) · Member of human factors research lab at NASA (early career) | | | Public Board Service | | | · Intuitive Surgical, Inc. (since 2009) · Affymetrix, Inc. (2009 – 2016) | | | Of Note | | | · Board Member, Silicon Valley Leadership Group, a public policy association in Northern California (2020 – 2023) · Co-inventor on more than 50 patents at Intuitive Surgical · #9 Glassdoor Top 100 CEOs (2019) · #19 Fortune’s Businessperson of the Year (2019) · #51 Intuitive rank, Drucker Institute’s Management Top 250 (2019) |

  18. 2024 Director Nominees

    | Stephen P. MacMillan Independent Chair Profile Director since 2023 Age: 60 Board Committees Nominating/Corporate Governance Education · B.A. in Economics from Davidson College · Harvard Business School’s Advanced Management Program | Relevant Expertise | | | Mr. MacMillan’s extensive industry leadership, including his current role as CEO of an innovative, global medical technology company focused on molecular diagnostics and testing significantly contributes to the Board’s understanding and oversight of the R&D and technology critical to the continued success of the Company. | | | Career Highlights | | | · President and Chief Executive Officer, Hologic, Inc (since 2013); Chairman (since 2015) · Chief Executive Officer, sBioMed, LLC, a biomedical research company (2012 – 2013) · President and Chief Executive Officer, Stryker (2005 – 2012); Chairman (2010 – 2012); Chief Operating Officer (2003 – 2005) · Senior executive with Pharmacia overseeing five global businesses with revenues exceeding $2 billion (2000 – 2003) · Senior executive with Johnson & Johnson, in the U.S. and Europe, including as President of its consumer pharmaceuticals joint venture with Merck (1989 – 1999) | | | Public Board Service | | | · Hologic, Inc. (since 2013) · Boston Scientific Corporation (2015 – 2021) · Alere, Inc. (2013 – 2015) · Stryker Corporation (2005 – 2012) · Texas Instruments Incorporated, Inc. (2008 – 2012) | | | Non-Public Board Service | | | · Advanced Medical Technology Association (since 2015) · Davidson College Board of Trustees (2016 – 2021) · MDSave Inc. (2013 – 2015) · Domain Surgical, Inc. (2013 – 2014) · Greater Kalamazoo United Way Inc (2005 – 2012) | | | Of Note | | | · Member, National Academy of Medicine · Wall Street Journal CEO Council (2015 – 2016) · United States Manufacturing Council (2010 – 2015) |

  19. 2024 Director Nominees

    | Anna Richo Profile New Director Nominee Age: 63 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, will enhance 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 – Present) · Corporate Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, Cargill, Inc. (2019 – 2023) · 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 |

  20. 2024 Director Nominees

    | Philip W. Schiller Profile Director since 2016 Age: 63 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 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 (2010 – 2019) | | | Of Note | | | · Listed in Forbes “The World’s Most Influential Chief Marketing Officers” every year between 2012 and 2020 |

  21. 2024 Director Nominees

    | Susan E. Siegel Profile Director since 2019 Age: 63 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) | | | 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) | | | 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” |

  22. 2024 Director Nominees

    | Jacob Thaysen, Ph.D. Chief Executive Officer Profile Director since 2023 Age: 48 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 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) |

  23. 2024 Director Nominees

    | Scott B. Ullem Profile Director since 2023 Financial Expert Age: 57 Board Committees Audit 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) · 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 |

  24. Board of Directors

    Board of Directors Our business is managed under the direction of 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. MacMillan, Mr. Schiller, Ms. Siegel, Mr. Teno and Mr. Ullem, are independent directors under the Nasdaq listing standards. In addition, Ms. Richo will be an independent director under the Nasdaq listing standards. The Board previously determined that Mr. John W. Thompson, who served on the Board of Directors until May 2023, was also independent under the Nasdaq listing standards, and Mr. Francis deSouza, who stepped down from the Board in June 2023, was not independent under the same 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 31, 2023 (“fiscal 2023”), 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 24 meetings during fiscal 2023. 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.

  25. 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 annual CEO 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 • Oversee and provide input to management on human capital management, diversity and inclusion matters • 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) • Robert Epstein • Scott Gottlieb • Andrew Teno |

  26. Our Approach to Director Pay

    Our Approach to Director Pay

  27. Director Compensation Overview

    Director Compensation Overview Our directors play a critical role in guiding our strategic direction and overseeing management of the Company. Ongoing developments in corporate governance and financial reporting have resulted in an increased demand for highly qualified and productive public company directors. The many responsibilities and risks, and the substantial time commitment of being a director of a public company, require that we provide fair compensation for our directors’ performance. Our non-employee directors are compensated based upon their respective levels of Board participation and responsibilities, including service on Board committees. Mr. Thaysen, a director who is a member of our management team, receives no separate compensation for his services as a director. Our director compensation is overseen by the Compensation Committee of our Board of Directors, which makes recommendations to the Board of Directors on the appropriate amount and structure of our programs in light of various factors, including, but not limited, to relative contributions, time commitments, risks, and regularly evaluated competitive practices by peer companies.

  28. Director Compensation Review

    Director Compensation Review The Compensation Committee regularly reviews non-employee director compensation practices and program designs at peer group companies and the broader market to inform its decision making process in setting total compensation levels, and is assisted in this process by its independent compensation consultant. For fiscal 2023, the Compensation Committee retained an independent compensation consultant from Aon’s Human Capital Practice, a division of Aon, plc (“Aon”) to assist in its review of the non-employee director compensation program and provide input on potential program changes. At the direction of the Compensation Committee, Aon conducted a comprehensive formal review and analysis of our non-employee director compensation, as well as that of our peers and general market practice, to understand pay practices and pay levels for cash retainers for board and committee service, as well as equity incentives. This review included a comparative analysis of our non-employee director compensation philosophy and the practices of identified peer group companies and broader industry trends, including a review of the total direct compensation (including cash retainers and stock-based compensation) of our non-employee directors as compared with these data sets. The review included an analysis of market trends using publicly available information in addition to proprietary data provided by Aon. No one factor was considered dispositive in this review, including market data, which the Compensation Committee does not use to set percentile targets, but as an additional factor to consider in setting compensation. Following its review of the data, and in line with Aon’s recommendation, the Compensation Committee did not recommend any changes to the non-employee director compensation program. For the peer group used by the Company, please see the discussion in the Compensation Discussion & Analysis section on page 49.

  29. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table summarizes the total compensation paid by the Company to our non-employee directors for fiscal 2023. Non-employee directors receive no other form of compensation and we do not provide non-employee directors with any benefits. We reimburse reasonable expenses incurred in connection with attending Board and Board committee meetings.

  30. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Stephen MacMillan(4) | 88,187 | 300,029 | — | — | — | — | 388,216 | | Frances Arnold | 100,000 | 300,103 | — | — | — | — | 400,103 | | Caroline Dorsa | 108,777 | 300,103 | — | — | — | — | 408,880 | | Robert Epstein | 105,000 | 300,103 | — | — | — | — | 405,103 | | Scott Gottlieb(5) | 91,264 | 300,103 | — | — | — | — | 391,367 | | Gary Guthart | 104,190 | 300,103 | — | — | — | — | 404,293 | | Philip Schiller | 95,000 | 300,103 | — | — | — | — | 395,103 | | Susan Siegel | 98,475 | 300,103 | — | — | — | — | 398,578 | | Andrew Teno(6) | 43,764 | 300,103 | — | — | — | — | 343,867 | | Scott Ullem(4) | 45,000 | 300,029 | — | — | — | — | 345,029 | | John Thompson(7) | 65,728 | — | — | — | — | — | 65,728 |

  31. Non-Employee Director Compensation

    | (1) Messrs. Thaysen and deSouza, our current and former Chief Executive Officers, are not included in this table because they are current and former employees, respectively, who receive(d) no additional compensation for their services as a director. The compensation received by Messrs. Thaysen and deSouza in their capacities as Chief Executive Officer is shown in the Summary Compensation Table on page 67. |

  32. Non-Employee Director Compensation

    | (2) This reflects the grant date fair value of awards granted during fiscal 2023 and is computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. |

  33. Non-Employee Director Compensation

    | (3) Each of the then-serving directors received an award of 1,532 RSUs on May 26, 2023 (the date of our 2023 annual meeting of stockholders), with a per share value of $195.89 (the closing price of our common stock on Nasdaq on May 26, 2023). |

  34. Non-Employee Director Compensation

    | (4) Messrs. MacMillan and Ullem began serving on the Board and received an award of 1,507 RSUs on June 1, 2023, with a per share value of $199.09 (the closing price of our common stock on NASDAQ on June 1, 2023). |

  35. Non-Employee Director Compensation

    | (5) Dr. Gottlieb elected to receive shares in lieu of the cash compensation reported in this table. |

  36. Non-Employee Director Compensation

    | (6) Mr. Teno was elected and received an award of 1,532 RSUs on May 26, 2023 (the date of our 2023 annual meeting of stockholders), with a per share value of $195.89 (the closing price of our common stock on NASDAQ on May 26, 2023). |

  37. Non-Employee Director Compensation

    | (7) Mr. Thompson ceased serving on the Board on May 26, 2023 and did not receive a stock award. |

  38. Non-Employee Director Compensation

    The following table shows the number of outstanding RSUs and total stock options held by each of our current directors, other than Mr. Thaysen, as of December 31, 2023:

  39. Non-Employee Director Compensation

    | Name | Unvested RSUs Outstanding | Vested Stock Options Outstanding | Unvested Stock Options Outstanding | | Stephen MacMillan | 1,507 | 0 | 0 | | Frances Arnold | 1,532 | 0 | 0 | | Caroline Dorsa | 1,532 | 0 | 0 | | Robert Epstein | 1,532 | 0 | 0 | | Scott Gottlieb | 1,532 | 0 | 0 | | Gary Guthart | 1,532 | 0 | 0 | | Philip Schiller | 1,532 | 0 | 0 | | Susan Siegel | 1,532 | 0 | 0 | | Andrew Teno | 1,532 | 0 | 0 | | Scott Ullem | 1,507 | 0 | 0 |

  40. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  41. Our Compensation Philosophy

    | Pay for Performance Provide economic incentives that link compensation with our short-, mid- and long-term performance | Alignment of Interests Strengthen the relationship between pay and stockholder value, upholding best-in-class compensation governance | | Competitive Rewards Reward individuals for actions that create sustainable stockholder value at levels reflecting industry standards in ongoing pay value and mix | Retention Attract, retain, and reward world-class executives who contribute to our success |

  42. New CEO Compensation Structure Reflects Stockholder Feedback

    | Pay Element | Key Features | Committee Rationale | | Annual Compensation | | | | Base Salary | Annual salary of $1,000,000 | ✓ Only fixed component of regular pay ✓ Competitively benchmarked | | Annual Performance-based Incentive | Beginning in 2024, “at-risk” cash bonus with target opportunity equal to 125% of base salary | ✓ Cash incentive earned based on Company performance against preset annual financial goals ✓ Competitively benchmarked | | Annual Equity Incentives | Beginning in 2024, annual equity grant of $10,000,000: ✓70% PSUs and 30% RSUs ✓All annual grants subject to a 12-month post-vesting holding period | ✓ PSUs are earned based on Company performance against preset 3-year performance goals ✓ RSUs strengthen long-term alignment of interests and retention ✓ Post-vesting holding requirement disincentivizes excessive risk taking and strengthen alignment of interests | | One-time/Make-whole Sign-On Provisions | | | | Cash Make-whole | $500,000 cash payment, subject to clawback in the event of CEO’s resignation or termination for cause within 2 years | ✓ Compensate for estimated annual bonus forgone at prior company as a result of earlier start date with Illumina ✓ Clawback provision addresses stockholder feedback on minimizing “pay for failure” and ensures retention | | Equity Make-whole | Equity grant of $3,500,000: ✓ 70% PSUs on the same terms as the relative TSR-based PSUs granted to executives in March 2023 ✓ 30% RSUs that vest in 3 annual installments | ✓ Compensate for unvested equity forfeited at prior company to join Illumina ✓ Disincentivizes excessive risk taking | | ILMN Stock Matching | One-time RSU grant of up to $1,000,000, that: ✓ Match open-market ILMN shares purchased within 12 months ✓Cliff-vests on 3rd anniversary of matching grant, subject to both continued employment and continued holding of purchased shares | ✓ Incentivize personal investment in Illumina ✓ Enhance alignment of interests with those of long-term stockholders ✓ Three-year cliff vesting and holding requirements address stockholder feedback on creating alignment of long-term interests and ensure payouts align with incremental stockholder value creation |

  43. New CEO Compensation Structure Reflects Stockholder Feedback

    | 2024 Update | Mr. Thaysen completed open market purchase of ILMN shares under his Rule 10b5-1 plan and received the matching RSU grant. As a result, Mr. Thaysen has also met the enhanced 6X stock ownership requirement. |

  44. Components of Fiscal 2023 Executive Compensation

    | Pay Element | | 2023 Key Characteristics | | | FIXED | Annual Base Salary | The only fixed pay component, base salary, provides competitive, fixed cash compensation for NEOs. For 2023, all salary increases were generally aligned with market. | CASH | | AT RISK | Cash Bonus | Company-wide annual performance-based cash compensation. For NEOs, 100% of the annual cash bonus is earned based on Company performance against preset financial and operational goals established at the beginning of the fiscal year. | | | | Performance Stock Units (PSUs) | PSUs vest and are earned based on 3-year Company Relative TSR performance against select companies in the Nasdaq Biotechnology Index and the achievement of pre-determined earnings per share (“EPS”) targets at the end of the 2-year period. Starting with the 2024 grant, all PSUs will be subject to 3-year performance targets. | EQUITY | | | Restricted Stock Units (RSUs) | Multi-year equity awards that vest based on continued service. | |

  45. Base Salary

    Base Salary Base salary is the only fixed component of our executive compensation program. The Compensation Committee believes that base salary should reflect each executive’s responsibility and experience and be competitive with peer group pay levels for similar positions. Base salary adjustments reflect current performance assessed as part of our annual executive performance review and anticipated executive contributions including upon promotion or any other material change in job responsibility. Our CEO recommends base salary changes for executive officers (excluding himself) to the Compensation Committee based on performance, criticality, retention, internal comparisons, and comparisons to market practices for similar executive officers. The Compensation Committee reviews these recommendations, makes adjustments if necessary, and approves base salary changes. The Board of Directors, upon the recommendation of the Compensation Committee, approves our CEO’s base salary based on performance and his current pay relative to other chief executives in our peer group.

  46. 2023 VCP Goals and Actual Performance

    2023 VCP Goals and Actual Performance To determine VCP payouts for each performance period in fiscal 2023, the Compensation Committee pre-approved 2 separate and equally weighted financial performance goals for each performance period namely Core Illumina revenue objectives (the “revenue goals”) and Core Illumina non-GAAP operating income objectives (the “non-GAAP operating income goals”). For both metrics, the actual cash incentive achievement for each executive officer could have ranged from 0% to a maximum of 175%, with a minimum threshold of 50% based on the Company’s performance against the following fiscal 2023 revenue and non-GAAP operating income objectives (with the cash incentive amount calculated using a linear ratio for points between the threshold, target, and maximum objective levels).

  47. 2023 VCP Goals and Actual Performance

    | Metric (Weight) | 1H Performance Goals (in $ millions) | | | | 2H Performance Goals (in $ millions) | | | | | | Threshold | Target | Maximum | Actual | Threshold | Target | Maximum | Actual | | Revenue (50%) | 2,073 | 2,243 | 2,413 | 2,235 | 2,481 | 2,651 | $2,821 | 2,203 | | Non-GAAP operating income(1)(50%) | 502 | 582 | 662 | 584 | 793 | 873 | 953 | 584 | | Payout as % of Target | 50% | 100% | 175% | 1H Payout: 100% | 50% | 100% | 175% | 2H Payout: 0% | | | | | | | Weighted Average Payout: 50% | | | |

  48. 2023 VCP Short-Term Incentive Targets and Incentive Payouts

    2023 VCP Short-Term Incentive Targets and Incentive Payouts For fiscal 2023, the Compensation Committee established target cash incentive amounts, calculated as a percentage of each executive officer’s base salary, for each performance period during which he or she was an Illumina employee. The targets as a percentage of base salary remained unchanged when compared to fiscal 2022. Half of the total target cash incentive was eligible to be earned in each of the two performance periods under the 2023 VCP. The Compensation Committee evaluated the Company’s performance against the preset goals disclosed above to determine the cash incentive earned for each of the 6-month performance periods. The following table presents the performance-based cash incentive targets as a percentage of base salary and the actual amounts earned by each NEO for fiscal 2023.

  49. 2023 VCP Short-Term Incentive Targets and Incentive Payouts

    | NEO | 2023 Target Incentive (% of Base Salary) | 1H Incentive Payout % | 1H Incentive Payout $ | 2H Incentive Payout % | 2H Incentive Payout $ | 2023 Total VCP Incentive Payout | | Jacob Thaysen(1) | — | — | — | — | — | — | | Joydeep Goswami | 60% | 100% | $180,000 | 0% | $0 | $180,000 | | Charles Dadswell | 71% | 100% | $214,200 | 0% | $0 | $214,200 | | Carissa Rollins | 60% | 100% | $157,500 | 0% | $0 | $157,500 | | Francis deSouza(2) | 135% | NA | NA | NA | NA | NA | | Alex Aravanis(3) | 60% | 100% | $187,500 | NA | NA | $187,500 | | Phil Febbo(3) | 60% | 100% | $180,000 | NA | NA | $180,000 | | Kathryne Reeves | 60% | 100% | $165,000 | 0% | $0 | $165,000 | | Susan Tousi(4) | 60% | 100% | $187,500 | NA | NA | $187,500 |

  50. 2023 VCP Short-Term Incentive Targets and Incentive Payouts

    | (1) Mr. Thaysen was not eligible to participate in the 2023 VCP. |

  51. 2023 VCP Short-Term Incentive Targets and Incentive Payouts

    | (2) Mr. deSouza ceased to be an Illumina employee in the first half of 2023 and was not eligible for payouts with respect to the first half 2023 VCP or to participate in the second half 2023 VCP. |

  52. 2023 VCP Short-Term Incentive Targets and Incentive Payouts

    | (3) Drs. Aravanis and Febbo ceased to be Illumina employees during the second half of 2023 and were not eligible for payouts with respect to the second half 2023 VCP. |

  53. 2023 VCP Short-Term Incentive Targets and Incentive Payouts

    | (4) Ms. Tousi ceased to be in early 2024 and, as a result, forfeited her second half 2023 VCP payout. |

  54. Long-Term Equity Compensation

    Long-Term Equity Compensation The Compensation Committee believes it is important to align the interests of executive officers with those of stockholders. We believe that one of the most effective ways to accomplish this objective is to provide executive officers with a substantial economic interest in the long-term growth in the value of our Company and the value of our stock using equity grants. Accordingly, we award long-term incentives in the form of equity awards to reward performance and align executive officers’ interests with long-term stockholder interests by providing executive officers with an ownership stake in the Company, coupled with stock ownership requirements, which encourage sustained long-term performance, and provide an important retention element. In determining the value of long-term incentives to be granted to an executive officer each year, we consider a number of factors, including, without limitation, the proportion of long-term incentives relative to total compensation, the executive officer’s impact on Company performance and ability to create value, long-term business objectives, and certain market data. In connection with new executive hires, we also consider competitive conditions applicable to the executive officer’s specific position in determining new hire equity grants.

  55. Long-Term Equity Compensation

    | New for 2024 | In response to stockholder feedback requesting that equity compensation structures and policies strengthen the alignment of payouts with stockholder value creation and encourage equity ownership, the Compensation Committee incorporated 12-month post-vesting holding requirements for all annual equity grants to the CEO. |

  56. Fiscal 2023 Long-Term Equity Compensation

    Fiscal 2023 Long-Term Equity Compensation The following table presents the long-term equity compensation awarded to each NEO in fiscal 2023 based on grant date fair value. No stock options were issued in 2023.

  57. Fiscal 2023 Long-Term Equity Compensation

    | NEO | PSUs ($) | RSUs ($) | Stock Options ($) | Total ($) | | Jacob Thaysen(1) | $2,844,556 | $1,050,047 | — | $3,894,603 | | Joydeep Goswami | $2,470,531 | $2,000,092 | — | $4,470,623 | | Charles Dadswell | $1,698,582 | $1,375,088 | — | $3,073,670 | | Carissa Rollins | $1,235,404 | $1,000,046 | — | $2,235,450 | | Francis deSouza(2) | $7,719,337 | $6,250,039 | — | $13,969,376 | | Alex Aravanis(2) | $2,470,531 | $2,000,092 | — | $4,470,623 | | Phil Febbo(2) | $1,853,067 | $1,500,168 | — | $3,353,235 | | Kathryne Reeves(2) | $1,698,582 | $1,375,088 | — | $3,073,670 | | Susan Tousi(2) | $2,470,531 | $2,000,092 | — | $4,470,623 |

  58. Fiscal 2023 Long-Term Equity Compensation

    | (1) Reflects Mr. Thaysen equity grant in conjunction with his appointment as CEO in September 2023 in order to make him whole for awards forfeited at his prior employer to join Illumina. |

  59. Fiscal 2023 Long-Term Equity Compensation

    | (2) Mr. deSouza and Drs. Aravanis and Febbo ceased to be Illumina employees in 2023 and Mses. Reeves and Tousi ceased to be Illumina employees in 2024. All unvested equity awards were forfeited by these executives upon them ceasing to be Illumina employees. |

  60. Fiscal 2023 Long-Term Equity Compensation

    | Note: | All equity values above reflect grant date fair value of awards computed in accordance with FASB ASC Topic 718. |

  61. Performance Stock Units

    Performance Stock Units The Compensation Committee places a significant emphasis on performance-based long-term incentives by granting PSUs that vest based on Company performance against preset multi-year goals. PSUs are intended to be an ongoing part of our long-term equity incentive compensation program; however, the Compensation Committee is not obligated to grant PSUs or any other equity incentive award each year. Historically, in keeping with our compensation philosophy to tie executive pay to performance and stockholder value creation, we grant PSUs to our executives that will vest only to the extent that we achieve pre-determined EPS goals at the end of a 2- or 3-year performance period and pre-determined relative TSR goals at the end of a 3-year performance period. Typically, the number of shares earned will range from 0% to a maximum of between 150% and 200% (depending on the plan year) of the number of shares specified in the PSU agreement based on performance relative to the EPS and relative TSR goals approved by the Compensation Committee. Vesting at target (100%) will occur if the performance objectives are met, with vesting above target only occurring if superior performance is achieved. In 2023, each of our executive officers received an annual grant of PSUs, with a portion vesting based on an EPS metric measured over a 2-year performance period and a portion vesting based on 3-year TSR performance relative to select companies in the Nasdaq Biotechnology Index (“rTSR”).

  62. Performance Stock Units

    | New for 2024 | In response to stockholder feedback and in order to further strengthen the performance component of our executive compensation program, the Compensation Committee increased the PSU component to 70%, up from 50% in 2023. |

  63. Key Features of our 2023 PSU Awards

    Key Features of our 2023 PSU Awards Multi-year Performance Periods: For the EPS-based PSUs, the actual payout will be calculated based on Company performance against the preset EPS goal for the 2-year period ending Dec. 29, 2024. For the rTSR-based PSUs, the actual payout will be calculated based on the percentile ranking of the Company’s TSR for the 3-year period ending Jan. 4, 2026, relative to the TSR performance of select companies in the Nasdaq Biotechnology Index. Vesting Requirements and Caps: For both PSU types, the Compensation Committee established Threshold, Target and Maximum performance levels and corresponding payout levels. For performance below Threshold, the respective PSUs would not vest and be forfeited, and for performance at Target, the PSUs would vest at 100% of the target number. For performance at or exceeding Maximum, vesting of the awards would be capped for EPS-based PSUs at 150% of the target number and for rTSR-based PSUs at 175% of the target number. rTSR goals: Target will be achieved if rTSR ranks in the 50th percentile, threshold performance will be achieved if rTSR ranks at or above the 25th percentile and maximum performance will be achieved if rTSR ranks in the 75th percentile or higher. The rTSR-based PSUs are also subject to an additional requirement: Should 3-year absolute TSR be negative, vesting of the rTSR PSUs would be capped at 100% of the target number even if relative TSR meets or exceeds the 75th percentile. Information regarding the EPS goals will be disclosed after the end of the performance cycle. The Compensation Committee and the Company believe in transparency and strive to disclose as much information to stockholders as possible except when they believe that providing full, or even limited, disclosure would be detrimental to the interests of stockholders. We believe that certain disclosures could provide our competitors with insight regarding confidential business strategies without meaningfully adding to stockholders’ understanding. Hence, we do not disclose forward-looking financial targets that underpin the PSUs described above. We generally do not disclose forward-looking goals for our multi-year incentive programs, because the Company does not provide forward-looking guidance to our investors with respect to multi-year periods, and it is competitively sensitive information. Consistent with our past and current practice, we will disclose multi-year performance goals in our regular programs in full after the close of the performance period.

  64. Key Features of our 2023 PSU Awards

    | New for 2024 | In response to stockholder feedback, the Compensation Committee approved a design change to the PSU structure to provide that all PSUs will have a 3-year performance period. In addition, the EPS goal will be replaced with an operating margin goal. |

  65. Vesting Outcome for PSUs granted in 2021

    Vesting Outcome for PSUs granted in 2021 In 2021, the Compensation Committee granted PSUs with a 3-year performance goal. The threshold, target and maximum goals for the PSUs were established at the beginning of 2021 with a possible payout of 0-175%. The table below shows the threshold, target and maximum EPS goals, as well as our actual performance for the period. The minimum threshold was not achieved and there was no payout, consistent with our “pay for performance” compensation philosophy.

  66. Vesting Outcome for PSUs granted in 2021

    | Performance Period | EPS Threshold | EPS Target | EPS Maximum | Fiscal 2023 EPS Result(1) | Fiscal 2023 Payout | | 2021-2023 | $6.29 | $7.54 | $9.73 | $5.60 | 0% |

  67. Vesting Outcome for PSUs granted in 2021

    | (1) EPS for PSU purposes consists of income (loss) before income taxes for Core Illumina, adjusted for amortization of acquired intangible assets, acquisition-related expenses, legal contingencies and settlements, restructuring charges, and changes in contingent consideration liabilities, the fair value of our strategic investments, and the fair value of our Helix contingent value right that relate to the Core Illumina segment to arrive at non-GAAP income (loss) before income taxes for Core Illumina. Additional adjustments are made to align with the capital structure, currency and tax assumptions used when PSU targets were established or when assessing the financial impacts of a material acquisition to arrive at non-GAAP net income (loss) for Core Illumina. EPS for PSU purposes is derived by dividing non-GAAP net income (loss) for Core Illumina by our adjusted weighted-average shares outstanding, which is determined by reducing consolidated diluted weighted-average shares outstanding by shares issued as part of closing the GRAIL acquisition. |

  68. Restricted Stock Units

    Restricted Stock Units Long-term equity compensation packages to executive officers include grants of time-vesting RSUs. RSUs vest over a 4-year period, with 25% of the RSU vesting annually. Vesting in all cases is subject to the individual’s continued service through the applicable vesting date.

  69. Make-Whole Awards and Matching RSUs

    Make-Whole Awards and Matching RSUs When Mr. Thaysen was offered the position of CEO, it was recognized that he would generally forfeit four-years worth of unvested equity awards with his prior employer, and that a make-whole award would be necessary to replace the value of this forfeited equity. Consistent with our pay for performance philosophy, it was determined that Mr. Thaysen’s make-whole award would consist of 30% RSUs and 70% PSUs, representing a higher proportion of PSUs than awards to other executive officers in order to recognize Mr. Thaysen’s leadership role as CEO and our commitment to increase the percentage of PSU awards going forward. The RSUs vest in equal installments over three years, while the PSUs vest subject to the same rTSR goals as apply to the 2023 PSU grants to Illumina’s other executive officers. The decision to solely use rTSR was motivated by the desire to align Mr. Thaysen’s incentives with those of our stockholders as strongly, and as quickly, as possible. In addition, to further align Mr. Thaysen’s interests with those of our stockholders and encourage a personal investment in Illumina, we committed to providing a “matching” RSU award to Mr. Thaysen in respect of any shares of our common stock he purchased during the first year of his employment with us, up to a maximum amount of $1,000,000. As a sign of his commitment to Illumina, Mr. Thaysen purchased matchable shares within five months of joining Illumina, and we accordingly granted the matching RSU award to him, which will vest in full on the third anniversary of the grant date, subject to Mr. Thaysen’s continued employment and holding of the purchased shares through such date. This matching RSU grant was made in 2024, and therefore is not reflected in the compensation tables in this proxy statement.

  70. Deferred Compensation Plan

    Deferred Compensation Plan Illumina’s Deferred Compensation Plan (the “Deferred Compensation Plan”), effective December 1, 2007, provides key employees, including our NEOs, and directors with an opportunity to defer a portion of their salary, annual cash incentive, and other specified compensation. The Deferred Compensation Plan also permits us to make discretionary contributions on behalf of the participants. A participant is always fully vested in accounts under the Deferred Compensation Plan attributable to a participant’s contributions and related earnings on such contributions. Company contributions vest in accordance with the vesting schedule determined at the time such contributions are made but will vest in full upon the occurrence of a participant’s death, disability or retirement, or a “change in control” (as defined in the Deferred Compensation Plan). A participant will receive his or her “retirement benefit” or “termination benefit” (each as defined in the Deferred Compensation Plan) in a lump sum payment equal to the unpaid balance of all of his or her accounts if a “separation from service” (as defined in the Deferred Compensation Plan) occurs within 24 months following a change in control.

  71. Change-in-control Severance Agreements

    Change-in-control Severance Agreements Consistent with our commitment to aligning the interests of our executive officers and our stockholders, we believe that providing change-in-control benefits may eliminate, or at least reduce, the reluctance of executive officers to pursue potential change-in-control transactions that may be in the best interests of stockholders. As such, we provide change-in-control severance benefits to our executive officers that are subject to a double trigger (i.e., change in control and a qualifying termination). For purposes of these benefits, in general, a change in control is deemed to occur in any of the following circumstances:

  72. Change-in-control Severance Agreements

    | • | any merger or consolidation in which we are not the surviving entity or our stockholders do not own substantially all of the stock of the ultimate parent organization; |

  73. Change-in-control Severance Agreements

    | • | the sale of all or substantially all of our assets to any other person or entity; |

  74. Change-in-control Severance Agreements

    | • | the acquisition of beneficial ownership of a controlling interest in the outstanding shares of our common stock by any person or entity; |

  75. Change-in-control Severance Agreements

    | • | a contested election of our directors as a result of which or in connection with which the persons who were directors before such election or our directors’ nominees cease to constitute a majority of the Board of Directors; or |

  76. Change-in-control Severance Agreements

    | • | any other event specified by the Board of Directors. |

  77. Change-in-control Severance Agreements

    Under the change-in-control severance agreements, the executive would receive benefits if he or she were terminated within two years following the change in control, or during a specified period prior to the change in control if such termination relates to the pending change in control, either:

  78. Change-in-control Severance Agreements

    | • | by the Company other than for “cause”, which is defined in each change-in-control severance agreement to generally include repeated failure or refusal to materially perform his or her duties that existed immediately prior to the change in control, conviction of a felony or a crime of moral turpitude, or engagement in an act of malfeasance, fraud, or dishonesty that materially damages our business; or |

  79. Change-in-control Severance Agreements

    | • | by the executive on account of “good reason”, which is defined in each change-in-control severance agreement to generally include certain reductions in the executive’s annual base salary, target cash incentive, position, title, responsibility, level of authority, or reporting relationships that existed immediately prior to the change in control, or a relocation, without the executive’s written consent, of the executive’s principal place of business by more than 35 miles from the executive’s principal place of business immediately prior to the change in control. |

  80. Change-in-control Severance Agreements

    Pursuant to the change-in-control severance agreements, if a covered termination of the executive’s employment occurs, then the executive is generally entitled to the following benefits (in addition to any previously earned amounts):

  81. Change-in-control Severance Agreements

    | • | a severance payment equal to one year of the executive’s annual base salary plus the greater of (a) the executive’s then-current annual target cash incentive or other target incentive amount and (b) the annual cash incentive or other incentive paid or payable to the executive for the most recently completed fiscal year, multiplied by two for Mr. Thaysen; |

  82. Change-in-control Severance Agreements

    | • | a pro rata portion of the executive’s annual target cash incentive or other target incentive amount for the fiscal year in which the termination occurs; |

  83. Change-in-control Severance Agreements

    | • | payment of a portion of the executive’s group medical and dental insurance coverage premiums under COBRA, including coverage for the executive’s eligible dependents enrolled immediately prior to termination, so that the executive pays the same amount as a similarly situated active employee for a maximum period of one year (two years for Mr. Thaysen), however, our obligation to pay such premiums ceases immediately upon the date the executive becomes covered under any other group health plan; |

  84. Change-in-control Severance Agreements

    | • | continuance of the executive’s indemnification rights and liability insurance for a maximum of one year following termination; |

  85. Change-in-control Severance Agreements

    | • | continuation of the executive’s perquisites to which the executive was entitled for a period of 12 months or, in the case of Mr. Thaysen, 24 months; |

  86. Change-in-control Severance Agreements

    | • | automatic vesting of the executive’s unvested equity or equity-based awards at 100% achievement; and |

  87. Change-in-control Severance Agreements

    | • | certain professional outplacement services consistent with the executive’s position for up to two years following termination. |

  88. Change-in-control Severance Agreements

    The change-in-control severance agreements include a “best-net cutback provision” which provide that each executive’s total change-in-control payment will be reduced in the event such payment is subject to the excise tax imposed by Section 4999 of the Code and such a reduction would provide a greater after-tax benefit for the executive. The change-in-control severance agreements do not provide for gross-ups for “golden parachute” excise tax. A full analysis of the financial impact of the “best-net cutback provision”, and the impact of any adverse tax consequences of paying the amounts in full, will be performed based on the facts and circumstances in the event a change in control were to occur. In addition, as described above, each executive will be entitled to a lump sum payout of his or her benefits under our Deferred Compensation Plan in connection with certain specified terminations.

  89. Offer Letter with Mr. Thaysen

    Offer Letter with Mr. Thaysen In connection with his appointment as Chief Executive Officer, we entered into an offer letter with Mr. Thaysen on August 31, 2023, as amended on November 8, 2023 (as amended, the “Thaysen Offer Letter”). Under the terms of the Thaysen Offer Letter, Mr. Thaysen is entitled to: (i) an annual base salary of $1,000,000; (ii) beginning in 2024, eligibility to participate in the Company’s annual VCP at a target opportunity equal to 125% of his base salary; (iii) beginning in 2024, eligibility to receive annual equity awards with an aggregate grant date value of $10,000,000, and with the 2024 grant consisting of 70% PSUs and 30% RSUs, with all such annual grants subject to a one-year post-vesting holding period (other than for shares necessary to satisfy tax obligations); and (iv) a fixed monthly cash stipend of $15,000 until the earlier of (1) Mr. Thaysen’s relocation to the San Diego area and (2) June 30, 2024 (intended to cover expenses incurred by Mr. Thaysen in connection with his travel to the San Diego area until his relocation). In order to incentivize Mr. Thaysen to join Illumina, the Thaysen Offer Letter also provided for make-whole awards to replace compensation that Mr. Thaysen would forfeit with his prior employer, including the make-whole equity awards described above under “Make-Whole Awards and Matching RSUs”. Since Mr. Thaysen’s prior employer had a fiscal year ending October 31, 2023 and expected to pay annual bonuses in the fourth quarter of 2023, to induce Mr. Thaysen to commence employment with Illumina in September, we agreed to provide him with a $500,000 sign-on bonus to replace the value of his forfeited annual incentive award. In response to stockholder feedback and to prevent “pay for failure upon separation”, the sign-on bonus is subject to clawback if Mr. Thaysen’s employment terminates prior to the second anniversary of his start date, other than a termination by Illumina without “cause” or a termination that entitles Mr. Thaysen to change-in-control severance benefits as described above. In addition, the Thaysen Offer Letter also provides for the grant of matching RSUs described above under “Make-Whole Awards and Matching RSUs”.

  90. Other Benefits and Perquisites

    Other Benefits and Perquisites We do not provide pension arrangements or post-retirement health coverage for our executives or employees, other than the change-in-control severance benefits discussed above. Our executive officers are eligible to participate in a Company-sponsored executive health screening program in addition to being offered medical and other benefits that are available to other full-time employees, including dental, vision, and group term life insurance, AD&D premiums, a 401(k) plan, and an Employee Stock Purchase Plan. Our discretionary contributions to the 401(k) plan on behalf of each employee participating in the plan are set at up to 50% of the first 6% of the employee’s contributions to the plan. During fiscal 2023, all executive officers were eligible to participate in our 401(k) plan, and all NEOs participating in the plan received discretionary matching contributions.

  91. Post-Vesting Holding Requirement

    Post-Vesting Holding Requirement In order to further encourage equity ownership and align the interests of the CEO with those of long-term stockholders, the Compensation Committee incorporated a post-vesting holding requirement for the annual equity grants to the CEO. Under this policy, shares of common stock received upon the vesting of the CEO’s annual equity grants are subject to no-sell provisions for a further 12-month period (other than shares necessary to satisfy taxes).

  92. Post-Vesting Holding Requirement

    | New for 2024 | In response to stockholder feedback and to increase the alignment of interests, the Compensation Committee incorporated a 12-month post vesting holding requirement for the CEO’s annual equity awards. |

  93. Use of Market Data and Peer Group

    Use of Market Data and Peer Group For fiscal 2023, as in previous years, the Compensation Committee determined not to target specific percentiles within the peer group in connection with executive compensation decisions. The Compensation Committee believes that market data is only one factor, and its executive compensation determinations are the result of many factors, including an executive’s historical performance, future criticality, retention objectives, and the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee, as well as input from, and peer group data provided by, Aon in its capacity as the Compensation Committee’s independent compensation consultant. As our product and industry roadmap evolves and diversifies, we compete increasingly for talent that has experience in integrating biology, chemistry, fluidics, material sciences, hardware, and software. The criteria used to determine our peer group in connection with the fiscal 2023 compensation review process included taking a broad industry view as well as emphasizing revenue growth, actual revenue (0.5x to 3x Illumina) and market capitalization (0.5x to 3x Illumina), research and development expenses as a percent of revenue, and total shareholder return. The Compensation Committee also considered criteria applied by corporate governance groups. Aon compiled relevant companies from the Pharmaceutical, Biotech and Tools; Healthcare Equipment and Supplies; Technology Hardware and Equipment; Semiconductor and Semiconductor Equipment; and Software and Software Services sectors. Many of our peer group companies are located in geographic areas in which we compete for talent, which includes high cost-of-labor areas and therefore impacts rates of pay.

  94. Fiscal 2023 Compensation Peer Group

    Fiscal 2023 Compensation Peer Group Our executive and director compensation peer group, set forth below, was updated for fiscal 2023 to remove companies that were included in our fiscal 2022 peer group but were either acquired or no longer met the applicable financial criteria. These companies were replaced with companies that met all financial criteria including R&D investment. The companies removed for fiscal 2023 were Alexion Pharmaceuticals, Inc., Nvidia, Thermo Fisher Scientific Inc., VMware, Inc. and Xilinx, Inc. Our fiscal 2023 peer group is listed in the table below. Companies that are new to our compensation peer group in fiscal 2023 are denoted by an ‘*’ in the table below.

  95. Fiscal 2023 Compensation Peer Group

    | Agilent Technologies, Inc. | Horizon Therapeutics plc | Regeneron Pharmaceuticals, Inc. | | Align Technology, Inc. | IDEXX Laboratories, Inc. | ResMed Inc. | | Biogen Inc. | Intuitive Surgical, Inc. | Vertex Pharmaceuticals, Inc. | | Bio-Rad Laboratories, Inc.* | Jazz Pharmaceuticals plc | Waters Corporation* | | DexCom, Inc.* | Lam Research Corporation | Workday, Inc. | | Edwards Lifesciences Corporation | Palo Alto Networks, Inc. | | | Hologic, Inc.* | PerkinElmer, Inc.* | |

  96. Role of the Compensation Consultant

    Role of the Compensation Consultant For fiscal 2023, the Compensation Committee retained an independent compensation consultant from Aon as the Compensation Committee’s advisor reporting directly to the Chair of the Compensation Committee. The fees for the services provided by Aon to the Compensation Committee in fiscal 2023 totaled $771,750. In addition, management engaged Aon for additional consulting services for fees that totaled $323,489 for fiscal 2023. The Compensation Committee annually assesses the independence of the compensation consultant under Nasdaq and SEC criteria and, for 2023, concluded that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the Compensation Committee. The Compensation Committee directed Aon to conduct a comprehensive formal review and analysis of our executive compensation and incentive programs relative to market practices and those companies we compete with for talent. This review consisted of a comparative analysis of our executive compensation philosophy and the practices of identified peer group companies and broader industry trends, including a review of the total direct compensation (inclusive of salary, cash incentives, and equity awards) of our executive officers.

  97. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation of our NEOs for fiscal 2023 and, to the extent such NEOs were NEOs in either the 2023 or 2022 proxy statements, fiscal 2022 or 2021 compensation, as applicable.

  98. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jacob Thaysen(4) | 2023 | 250,000 | 500,000(5) | 3,894,603 | — | — | 46,630 | 4,691,233 | | Chief Executive Officer | | | | | | | | | | Joydeep Goswami | 2023 | 594,231 | 50,000(6) | 4,470,623 | — | 180,000 | 19,323 | 5,314,177 | | Chief Financial Officer, Chief Strategy and Corporate Development Officer | 2022 | 519,231 | 125,000(6) | 2,750,322 | — | 126,000 | 17,073 | 3,537,626 | | Charles Dadswell | 2023 | 594,231 | 200,000(6) | 3,073,670 | — | 214,200 | 21,965 | 4,104,066 | | General Counsel & Secretary | 2022 | 569,231 | — | 2,750,322 | — | 138,000 | 20,296 | 3,477,849 | | | 2021 | 544,231 | — | 2,500,560 | — | 495,000 | 21,495 | 3,561,286 | | Carissa Rollins(4) | 2023 | 519,231 | — | 2,235,450 | — | 157,500 | 16,788 | 2,928,969 | | Chief Information Officer | | | | | | | | | | Francis deSouza(7) | 2023 | 518,354 | — | 13,969,376 | — | — | 6,776 | 14,494,506 | | Former Chief Executive Officer | 2022 | 1,100,000 | — | 12,500,293 | 12,500,011 | 594,000 | 57,893 | 26,752,197 | | | 2021 | 1,088,462 | — | 11,000,700 | — | 2,227,500 | 16,972 | 14,333,634 | | Alex Aravanis(7) | 2023 | 402,885 | — | 4,470,623 | — | 187,500 | 8,302 | 5,069,310 | | Former Chief Technology Officer, | 2022 | 588,462 | — | 4,000,318 | 4,000,036 | 144,000 | 14,198 | 8,747,014 | | Head of Research and Product Development | 2021 | 538,462 | — | 4,000,443 | — | 495,000 | 17,602 | 5,051,507 | | Phil Febbo(7) | 2023 | 375,500 | — | 3,353,235 | — | 180,000 | 617,734 | 4,526,469 | | Former Chief Medical Officer | 2022 | 563,461 | — | 4,000,649 | — | 138,000 | 20,208 | 4,722,318 | | Kathryne Reeves(4)(7) | 2023 | 544,231 | — | 3,073,670 | — | 165,000 | 15,634 | 3,798,535 | | Former Chief Marketing Officer | | | | | | | | | | Susan Tousi(7) | 2023 | 619,231 | — | 4,470,623 | — | 187,500 | 57,299 | 5,334,653 | | Former Chief Commercial Officer | 2022 | 588,462 | — | 4,000,318 | 4,000,036 | 144,000 | 57,742 | 8,790,558 | | | 2021 | 532,692 | — | 4,000,443 | — | 495,000 | 13,354 | 5,041,489 |

  99. Summary Compensation Table

    | (1) This reflects the grant date fair value of awards granted and is computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. Refer to Note 6 in the Notes to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for a discussion of the relevant assumptions used in calculating the grant date fair value of such awards. The amount reported under “Stock Awards” with respect to the 2023 PSUs are valued based on the probable outcome of the applicable performance conditions determined as of the grant date. If we achieve the highest level of performance, the grant date fair values with respect to such PSUs are as follows: Mr. Thaysen $4,977,968; Mr. Goswami $4,123,400; Mr. Dadswell $2,834,980; Ms. Rollins $2,061,942; Mr. deSouza $12,883,836; Dr. Aravanis $4,123,400; Dr. Febbo $3,092,821; Ms. Reeves $2,834,980; and Ms. Tousi $4,123,400. The awards granted to Mr. deSouza, Drs. Aravanis and Febbo and Mses. Reeves and Tousi were forfeited when they ceased to be Illumina employees. |

  100. Summary Compensation Table

    | (2) Reflects performance-based cash incentives earned during fiscal 2023, 2022 and 2021 under Illumina’s variable compensation program, which were paid in the third fiscal quarter of 2023, the third fiscal quarter of 2022, the first fiscal quarter of 2022, and the third fiscal quarter of 2021, respectively. No cash incentive amounts were paid with respect to the 2023 and 2022 2H performance periods, and Mr. deSouza did not receive a cash incentive payment in 2023. The cash incentive program is described in the Compensation Discussion and Analysis under the caption “Performance-Based Cash Compensation”. |

  101. Summary Compensation Table

    | (3) These amounts represent Company contributions to 401(k) plans, Company contributions to the non-qualified deferred compensation plan for a 401(k) match true-up, Company-paid physical exams and long-term disability premiums. These amounts include $600,000 in severance payments to Dr. Febbo. For Mr. Thaysen, the amount includes $45,000 in relocation costs. For Ms. Tousi, the amount includes $37,258 in connection with her participation in sales incentive trips in 2023, including flights, hotels, and entertainment, and gross up for taxes in the amount of $17,120. |

  102. Summary Compensation Table

    | (4) Mr. Thaysen and Mses. Reeves and Rollins became named executive officers in fiscal 2023, therefore information is not provided with respect to fiscal 2022 and 2021. |

  103. Summary Compensation Table

    | (5) Represents a sign-on bonus pursuant to the Thaysen Offer Letter in order to make Mr. Thaysen whole for the bonus he forfeited with his prior employer to join Illumina. The bonus is subject to clawback upon certain terminations within two years of Mr. Thaysen’s start date. |

  104. Summary Compensation Table

    | (6) Represents a $50,000 per month stipend paid to Mr. Dadswell for his service as interim Chief Executive Officer during the third and fourth quarters of 2023 and a $25,000 per month stipend paid to Mr. Goswami for his service as interim Chief Financial Officer during the first quarter of 2023 and 2022. |

  105. Summary Compensation Table

    | (7) Mr. deSouza ceased to be an employee effective June 11, 2023. Dr. Aravanis ceased to be an employee effective August 18, 2023. Dr. Febbo ceased to be an employee effective August 7, 2023. Ms. Reeves ceased to be an employee effective March 22, 2024. Ms. Tousi ceased to be an employee effective January 5, 2024. |

  106. Grants of Plan-Based Awards During Fiscal 2023

    Grants of Plan-Based Awards During Fiscal 2023

  107. Grants of Plan-Based Awards During Fiscal 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Cash Incentive) ($ in thousands) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs): Number of Shares | | | All Other Stock Awards: Number of Shares or Stock or Units (#) | All Other Options Awards: Number of Shares or Stock or Units (#) | Exercise or Base Price of Awards ($/ share) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Award | Grant Date | Threshold | Target | Maximum | At Threshold | Target | Maximum | | | | | | Jacob Thaysen | Cash(2) | — | — | — | — | — | — | — | — | — | — | — | | | PSU(3) | October 5, 2023 | — | — | — | 8,786 | 17,572 | 30,751 | — | — | — | 2,844,553 | | | RSU(4) | October 5, 2023 | — | — | — | — | — | — | 7,531 | — | — | 1,050,047 | | Joydeep Goswami | Cash(2) | — | 180 | 360 | 630 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 2,015 | 4,030 | 6,045 | — | — | — | 800,116 | | | PSU(3) | March 1, 2023 | — | — | — | 3,023 | 6,045 | 10,579 | — | — | — | 1,670,415 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 10,074 | — | — | 2,000,092 | | Charles Dadswell | Cash(2) | — | 214 | 428 | 750 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 1,386 | 2,771 | 4,157 | — | — | — | 550,154 | | | PSU(3) | March 1, 2023 | — | — | — | 2,078 | 4,156 | 7,273 | — | — | — | 1,148,428 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 6,926 | — | — | 1,375,088 | | Carissa Rollins | Cash(2) | — | 158 | 315 | 551 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 1,008 | 2,015 | 3,023 | — | — | — | 400,058 | | | PSU(3) | March 1, 2023 | — | — | — | 1,512 | 3,023 | 5,290 | — | — | — | 835,346 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 5,037 | — | — | 1,000,046 | | Francis deSouza | Cash(2) | — | 774 | 1,547 | 2,708 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 6,296 | 12,592 | 18,888 | — | — | — | 2,500,016 | | | PSU(3) | March 1, 2023 | — | — | — | 9,444 | 18,888 | 33,054 | — | — | — | 5,219,321 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 31,480 | — | — | 6,250,039 | | Alex Aravanis | Cash(2) | — | 188 | 375 | 656 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 2,015 | 4,030 | 6,045 | — | — | — | 800,116 | | | PSU(3) | March 1, 2023 | — | — | — | 3,023 | 6,045 | 10,579 | — | — | — | 1,670,415 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 10,074 | — | — | 2,000,092 | | Phil Febbo | Cash(1) | — | 180 | 360 | 630 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 1,512 | 3,023 | 4,535 | — | — | — | 600,187 | | | PSU(3) | March 1, 2023 | — | — | — | 2,267 | 4,534 | 7,935 | — | — | — | 1,252,880 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 7,556 | — | — | 1,500,168 | | Kathryne Reeves | Cash(2) | — | 165 | 330 | 578 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 1,386 | 2,771 | 4,157 | — | — | — | 550,154 | | | PSU(3) | March 1, 2023 | — | — | — | 2,078 | 4,156 | 7,273 | — | — | — | 1,148,428 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 6,926 | — | — | 1,375,088 | | Susan Tousi | Cash(2) | — | 188 | 375 | 656 | — | — | — | — | — | — | — | | | PSU(5) | March 1, 2023 | — | — | — | 2,015 | 4,030 | 6,045 | — | — | — | 800,116 | | | PSU(3) | March 1, 2023 | — | — | — | 3,023 | 6,045 | 10,579 | — | — | — | 1,670,415 | | | RSU(6) | March 1, 2023 | — | — | — | — | — | — | 10,074 | — | — | 2,000,092 |

  108. Grants of Plan-Based Awards During Fiscal 2023

    | (1) This reflects the grant date fair value of awards granted during fiscal 2023 and is computed in accordance with FASB ASC Topic 718. See footnote (1) to the Summary Compensation Table for additional information regarding the determination of the grant date fair value of PSUs. |

  109. Grants of Plan-Based Awards During Fiscal 2023

    | (2) Represents potential aggregate VCP payouts, at threshold, target and maximum performance, for 2023. Mr. Thaysen did not participate in VCP for 2023. |

  110. Grants of Plan-Based Awards During Fiscal 2023

    | (3) PSUs will vest in their entirety on December 28, 2025, based on 3-year Company Relative TSR performance against select companies in the Nasdaq Biotechnology Index the fiscal year ending December 28, 2025. |

  111. Grants of Plan-Based Awards During Fiscal 2023

    | (4) Stock award consists of RSUs that vest in equal parts on each anniversary of the grant date over three years. Vesting is subject to the individual’s continued service through the applicable vesting date. |

  112. Grants of Plan-Based Awards During Fiscal 2023

    | (5) PSUs will vest in their entirety on December 29, 2024, based on the achievement of a pre-determined EPS target through the fiscal year ending December 29, 2024. |

  113. Grants of Plan-Based Awards During Fiscal 2023

    | (6) Stock awards consist of RSUs that vest in four 25% increments on November 5th over four years. Vesting is subject to the individual’s continued service through the applicable vesting date. |

  114. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End

  115. Outstanding Equity Awards at Fiscal 2023 Year-End

    | | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(7) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jacob Thaysen | — | — | — | — | — | 17,572(4) | 2,446,725 | | | — | — | — | 7,531(5) | 1,048,616 | — | — | | Joydeep Goswami | — | — | — | — | — | 6,246(2) | 869,693 | | | — | — | — | — | — | 4,030(3) | 561,137 | | | — | — | — | — | — | 6,045(4) | 841,706 | | | — | — | — | 8,940(6) | 1,244,806 | — | — | | Charles Dadswell | — | — | — | — | — | 6,246(2) | 869,693 | | | — | — | — | — | — | 2,771(3) | 385,834 | | | — | — | — | — | — | 4,156(4) | 578,681 | | | — | — | — | 6,579(6) | 916,060 | — | — | | Carissa Rollins | — | — | — | — | — | 4,123(2) | 574,087 | | | — | — | — | — | — | 2,015(3) | 280,569 | | | — | — | — | — | — | 3,023(4) | 420,923 | | | — | — | — | 1,031(5) | 143,556 | — | — | | | — | — | — | 3,777(6) | 525,909 | — | — | | Kathryne Reeves(8) | — | — | — | — | — | 6,246(2) | 869,693 | | | — | — | — | — | — | 2,771(3) | 385,834 | | | — | — | — | — | — | 4,156(4) | 578,681 | | | — | — | — | 296(5) | 41,215 | — | — | | | — | — | — | 6,579(6) | 916,060 | — | — | | Susan Tousi(9) | — | — | — | — | — | 12,113(2) | 1,686,614 | | | — | — | — | — | — | 4,030(3) | 561,137 | | | — | — | — | — | — | 6,045(4) | 841,706 | | | 8,7509(7) | 330.25 | 3/1/2029 | — | — | — | — | | | — | — | — | 8,107(6) | 1,128,819 | — | — |

  116. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Market value of stock awards was determined by multiplying the number of unvested shares by $139.24, which was the closing market price of our common stock on The Nasdaq Global Select Market on December 29, 2023, the last trading day of fiscal 2023. |

  117. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) This stock award consists of PSUs that vest at the end of a three-year performance period on December 29, 2024, and the number of shares issuable will range from 0% to 200% of the target shares subject to the award based on the Company’s performance relative to specified EPS targets at the end of the three-year performance period. The amount reflected as outstanding at fiscal 2023 year-end assumes target level of performance. |

  118. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) This stock award consists of PSUs that vest at the end of a three-year performance period on December 29, 2024, and the number of shares issuable will range from 0% to 150% of the target shares subject to the award based on the Company’s performance relative to specified EPS targets at the end of the three-year performance period. The amount reflected as outstanding at fiscal 2023 year-end assumes target level of performance. |

  119. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) This stock award consists of PSUs that vest at the end of a three-year performance period on December 28, 2025, and the number of shares issuable will range from 0% to 175% of the target shares subject to the award based on 3-year Company’s Relative TSR performance against select companies in the Nasdaq Biotechnology Index. The amount reflected as outstanding at fiscal 2023 year-end assumes target level of performance. |

  120. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (5) This stock award consists of RSUs that vest in equal installments on each anniversary of the grant date, with respect to Mr. Thaysen, over three years, and with respect to Mses. Rollins and Reeves, over four years. |

  121. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (6) This stock award consists of RSUs that vest in four 25% installments on November 5th over four years. |

  122. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (7) Options award consists of stock options granted on March 1, 2022 that vest in four 25% increments on March 1st over four years. |

  123. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (8) When Ms. Reeves ceased to be an Illumina employee in March 2024, her stock awards were forfeited. |

  124. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (9) When Ms. Tousi ceased to be an Illumina employee in January 2024, her stock awards and option awards were forfeited. |

  125. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  126. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jacob Thaysen | — | — | — | — | | Joydeep Goswami | — | — | 4,132 | 475,056 | | Charles Dadswell | — | — | 3,066 | 345,967 | | Carissa Rollins | — | — | 1,604 | 221,615 | | Francis deSouza | — | — | — | — | | Alex Aravanis | — | — | 824 | 154,113 | | Phil Febbo | — | — | — | — | | Kathryne Reeves | — | — | 2,895 | 334,569 | | Susan Tousi | — | — | 3,591 | 405,208 |

  127. Option Exercises and Stock Vested

    | (1) Value realized on vesting of stock awards is computed by multiplying (a) the closing market price of our common stock on The Nasdaq Global Select Market on the dates of vesting and (b) the number of shares underlying stock awards that became vested in fiscal 2023. |

  128. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  129. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Illumina Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Jacob Thaysen | — | — | — | — | — | | Joydeep Goswami | 175,000 | 994 | 103,361 | — | 725,837 | | Charles Dadswell | — | — | — | — | — | | Carissa Rollins | 406,039 | 865 | 16,371 | — | 574,313 | | Francis deSouza | — | — | 200,435 | (268,612) | 1,074,448 | | Alex Aravanis | — | — | — | — | — | | Phil Febbo | — | — | — | — | — | | Kathryne Reeves | — | — | — | — | — | | Susan Tousi | — | — | — | — | — |

  130. Nonqualified Deferred Compensation

    | (1) Amounts included in the Summary Compensation Table in the “Salary”, “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns. See disclosure under “Deferred Compensation Plan” on page 58 of this proxy statement for further details. |

  131. Nonqualified Deferred Compensation

    | (2) These amounts are not included in the Summary Compensation Table because plan earnings were not preferential or above market. |

  132. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control Based upon a hypothetical change-in-control date of December 31, 2023, the potential payments upon a qualifying termination following a change in control for our NEOs is quantified in the table below. For a full discussion of our change-in-control severance benefits, please refer to “Change-in-control Severance Agreements” on page 59 of this proxy statement. Upon any termination of employment not in connection with a change in control, our NEOs are not entitled to receive any severance payments or benefits under any existing agreement or policy, except that upon certain terminations by Illumina, Mr. Thaysen would not be required to repay his make-whole bonus.

  133. Potential Payments Upon a Termination or Change in Control

    | NEO(1) | Multiplier for Base Salary and Cash Incentives | Nature of Benefit | Payment following change in control and Subsequent Loss of Employment (within 2 years)($) | | Jacob Thaysen | 2x | Salary Severance(2) | 2,000,000 | | | — | Cash Incentive Severance(3) | 1,250,000 | | | — | Earned Compensation(4) | — | | | — | Equity Compensation Acceleration(5) | 3,495,342 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 86,689 | | | | Total Benefit | 6,832,031 | | Joydeep Goswami | 1x | Salary Severance(2) | 600,000 | | | — | Cash Incentive Severance(3) | 360,000 | | | — | Earned Compensation(4) | 180,000 | | | — | Equity Compensation Acceleration(5) | 3,517,342 | | | — | Pension/NQDC(6) | 725,837 | | | — | Perquisites/Benefits(7) | 58,644 | | | | Total Benefit | 5,441,823 | | Charles Dadswell | 1x | Salary Severance(2) | 600,000 | | | — | Cash Incentive Severance(3) | 428,400 | | | — | Earned Compensation(4) | 214,200 | | | — | Equity Compensation Acceleration(5) | 2,750,268 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 47,570 | | | | Total Benefit | 4,040,438 | | Carissa Rollins | 1x | Salary Severance(2) | 525,000 | | | — | Cash Incentive Severance(3) | 330,000 | | | — | Earned Compensation(4) | 157,500 | | | — | Equity Compensation Acceleration(5) | 1,945,044 | | | — | Pension/NQDC(6) | 574,313 | | | — | Perquisites/Benefits(7) | 58,644 | | | | Total Benefit | 3,590,501 | | Kathryne Reeves | 1x | Salary Severance(2) | 550,000 | | | — | Cash Incentive Severance(3) | 330,000 | | | — | Earned Compensation(4) | 165,000 | | | — | Equity Compensation Acceleration(5) | 2,791,484 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 30,718 | | | | Total Benefit | 3,867,202 |

  134. Potential Payments Upon a Termination or Change in Control

    | NEO(1) | Multiplier for Base Salary and Cash Incentives | Nature of Benefit | Payment following change in control and Subsequent Loss of Employment (within 2 years)($) | | Susan Tousi | 1x | Salary Severance(2) | 625,000 | | | — | Cash Incentive Severance(3) | 375,000 | | | — | Earned Compensation(4) | 187,500 | | | — | Equity Compensation Acceleration(5) | 4,218,276 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 58,644 | | | | Total Benefit | 5,464,420 |

  135. Potential Payments Upon a Termination or Change in Control

    | (1) Former executives who were no longer employed with us on December 31, 2023 are excluded from the table. All amounts received by such individuals in respect of 2023 are disclosed in the Summary Compensation Table. |

  136. Potential Payments Upon a Termination or Change in Control

    | (2) Reflects a lump sum payment of (a) the severance multiple multiplied by (b) the executive’s annual base salary. |

  137. Potential Payments Upon a Termination or Change in Control

    | (3) Reflects a lump sum payment of the (a) the severance multiple multiplied by (b) the greater of (1) the executive’s target annual bonus (or if greater, the amount of actual bonus paid in the last fiscal year). |

  138. Potential Payments Upon a Termination or Change in Control

    | (4) Reflects a lump sum payment of the executive’s earned but unpaid compensation. |

  139. Potential Payments Upon a Termination or Change in Control

    | (5) The value of the RSUs and PSUs included here is based on the number of outstanding shares that would not ordinarily have vested by December 31, 2023, multiplied by $139.24 (the closing price of our common stock on December 29, 2023), with the number of shares issuable under each PSU award equal to 100% of the number of shares specified in the PSU agreement. In the case of Ms. Tousi, the value of stock options included here is zero (based on the $139.24 closing price of our common stock on December 29, 2023 less the exercise price of $330.25, such options were “underwater”). |

  140. Potential Payments Upon a Termination or Change in Control

    | (6) As described above, under the Deferred Compensation Plan, upon a separation from service within 24 months of a change in control, each NEO will be entitled to his or her retirement benefit or termination benefit in a lump sum payment equal to the unpaid balance of all of his or her accounts. |

  141. Potential Payments Upon a Termination or Change in Control

    | (7) Represents payment of (i) the executive’s group health insurance coverage premiums under COBRA, including coverage for the executive’s eligible dependents enrolled immediately prior to termination, for a maximum period of one year (two years for Mr. Thaysen) and (ii) professional outplacement services for up to two years following termination ($7,650 per six months for each executive officer). |

  142. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our principal executive officer’s annual total compensation to the annual total compensation of our median employee. As of fiscal year end 2023, the principal executive officer of Illumina was our Chief Executive Officer, Jacob Thaysen. For fiscal 2023, the annual total compensation for Mr. Thaysen was $5,441,233 when annualizing his salary for his appointment on September 25, 2023 and adding the disclosed values of his sign-on bonus, stock awards and other amounts included in the All Other Compensation column of the Summary Compensation Table. The annual total compensation for our median employee was $135,426, resulting in an estimated pay ratio of 40:1. In accordance with Item 402(u) of Regulation S-K, we identified the median employee by (i) aggregating for each applicable employee (A) annual base salary for permanent salaried employees, or hourly rate multiplied by expected annual work schedule, for hourly employees, as of December 31, 2023 (the median employee determination date), (B) the target bonus, commission, or incentive compensation for 2023, and (C) accounting value for all equity awards granted in 2023, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Thaysen, whether employed on a full-time, part-time, or seasonal basis.

  143. Pay versus Performance

    Pay versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For further information concerning Illumina’s pay for performance philosophy and how Illumina aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis”.

  144. Pay versus Performance

    | Year | Summary Compensation Table Total for Francis deSouza 1 ($) | Summary Compensation Table Total for Charles Dadswell 1 ($) | Summary Compensation Table Total for Jacob Thaysen 1 ($) | Compensation Actually Paid to Francis deSouza 1,2,3 ($) | Compensation Actually Paid to Charles Dadswell 1,2,3 ($) | Compensation Actually Paid to Jacob Thaysen 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Core Illumina Revenue 5 ($ Millions) | | | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 14,494,506 | 4,104,066 | 4,691,233 | (8,142,898) | 1,804,769 | 4,439,576 | 4,495,352 | 692,244 | 41.90 | 117.96 | (1,161) | 4,438 | | 2022 | 26,752,197 | — | — | (10,053,847) | — | — | 5,772,066 | (3,358,918) | 60.85 | 112.78 | (4,404) | 4,553 | | 2021 | 14,333,634 | — | — | 36,737,462 | — | — | 8,019,825 | 8,297,373 | 114.49 | 125.49 | 762 | 4,519 | | 2020 | 11,733,593 | — | — | (208,167) | — | — | 3,571,019 | 540,066 | 111.35 | 125.46 | 656 | 3,239 |

  145. Pay versus Performance

    | (1) Francis deSouza was our PEO for each year presented until June 2023. Charles Dadswell served as interim PEO until September 2023. Jacob Thaysen has been our PEO since September 2023. The individuals comprising the Non-PEO NEOs for each year presented are as follows: |

  146. Pay versus Performance

    | • | 2023: Mr. Goswami, Mses. Tousi, Reeves and Rollins, and Drs. Aravanis and Febbo served as Non-PEO NEOs. |

  147. Pay versus Performance

    | • | 2022: Messrs. Samad and Goswami, Ms. Tousi, and Drs. Aravanis and Febbo served as Non-PEO NEOs. |

  148. Pay versus Performance

    | • | 2021: Messrs. Ragusa, Dadswell, and Samad, Ms. Tousi, and Dr. Aravanis served as Non-PEO NEOs. |

  149. Pay versus Performance

    | • | 2020: Messrs. Van Oene and Samad, Ms. Tousi, and Dr. Aravanis served as Non-PEO NEOs. |

  150. Pay versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  151. Pay versus Performance

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |

  152. Pay versus Performance

    | Fiscal Year 2023 | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | Francis deSouza | 14,494,506 | (13,969,376) | (8,668,028) | (8,142,898) | | Charles Dadswell | 4,104,066 | (3,073,670) | 774,373 | 1,804,769 | | Jacob Thaysen | 4,691,233 | (3,894,603) | 3,642,946 | 4,439,576 | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 4,495,352 | (3,679,037) | (124,071) | 692,244 |

  153. Pay versus Performance

    74 • 2024 Proxy Statement The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  154. Pay versus Performance

    | Fiscal Year 2023 | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | Total-Inclusion of Equity Values for PEO ($) | | Francis deSouza | — | — | — | (162,161) | (8,505,867) | — | (8,668,028) | | Charles Dadswell | 1,577,968 | (87,199) | — | (133,678) | (602,718) | — | 774,373 | | Jacob Thaysen | 3,642,946 | — | — | — | — | — | 3,642,946 |

  155. Pay versus Performance

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,219,335 | (233,209) | — | (56,302) | (1,053,895) | — | (124,071) |

  156. Pay versus Performance

    | (4) The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 29, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  157. Pay versus Performance

    | (5) We determined Core Illumina Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Core Illumina Revenue is defined, for purposes of the variable compensation program, as set forth above in the “Compensation Discussion and Analysis” section. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  158. Pay versus Performance

    Over the four-year period from 2020 to 2023, our TSR performance was lower than that of our peers and our stock price decreased, which contributed to a significant decrease in “Compensation Actually Paid” to our PEO and other NEOs in 2022 and 2023 compared to 2021. For 2020 to 2021, our TSR and net income showed a slight positive correlation to “Compensation Actually Paid”, which showed a larger increase because of the improvement in our financial outlook that drove a large increase in the year-end fair value of our PSUs. For 2021 through 2023, our TSR and net income showed a positive correlation to “Compensation Actually Paid” due to our emphasis on performance-based pay that ties our executive’s compensation to our stock price and financial performance. For 2020 to 2021, Core Illumina Revenue showed a positive correlation to “Compensation Actually Paid”, but an inverse correlation for 2021 through 2023. The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. See the “Performance-Based Cash Compensation” and “Long-Term Equity Compensation” sections of the Compensation Discussion & Analysis for a description of how these metrics were used in our executive compensation program. The measures in this table are not ranked.

  159. Pay versus Performance

    | Financial Performance Measures | | Core Illumina Revenue | | Earnings Per Share | | Non-GAAP Operating Income |

  160. Pay versus Performance

    76 • 2024 Proxy Statement