DEF 14A of Illumina, Inc., Apr 9, 2025

DEF 14A of Illumina, Inc.

Filed Apr 9, 2025 · FY20240001193125-25-076900

Open on EDGAR

  1. 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 9, 2025.

  2. Information About the Current Board

    | Name | Age | Independent | Audit Committee | Compensation Committee | Nominating/ Corporate Governance Committee | Science and Technology Committee | Other Public Company Boards | | Scott Gottlieb, M.D., Chair | 52 | ✓ | | | | | 2 | | Jacob Thaysen, Ph.D., CEO | 49 | | | | | | 0 | | Frances Arnold, Ph.D. | 68 | ✓ | | | | | 1 | | Caroline D. Dorsa | 65 | ✓ | | | | | 2 | | Robert S. Epstein, M.D. | 69 | ✓ | | | | | 2 | | Gary S. Guthart, Ph.D. | 59 | ✓ | | | | | 1 | | Keith A. Meister | 51 | ✓ | | | | | 3 | | Anna Richo | 64 | ✓ | | | | | 1 | | Philip W. Schiller | 64 | ✓ | | | | | 0 | | Susan E. Siegel | 64 | ✓ | | | | | 2 | | Scott B. Ullem | 58 | ✓ | | | | | 0 | | Number of Meetings in 2024 | | | 10 | 7 | 5 | 4 | |

  3. Information About the Current Board

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

  4. 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.

  5. 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 |

  6. 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.

  7. Director Nominee Skills Matrix

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

  8. 2025 Director Nominees

    2025 Director Nominees Upon the recommendation of the Nominating/Corporate Governance Committee of the Board, the Board of Directors has nominated for election at the 2025 annual meeting the eleven nominees named in the table below to hold office until the annual meeting of stockholders in 2026 and until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office.

  9. 2025 Director Nominees

    | Name | Age | Independent | Director Since | Principal Occupation | | Frances Arnold, Ph.D. | 68 | ✓ | 2016 | Linus Pauling Prof. of Chemical Engineering, Biochemistry & Bioengineering at the California Institute of Technology; Director at Alphabet | | Caroline D. Dorsa | 65 | ✓ | 2017 | Board Chair at Biogen and Director at Duke Energy | | Robert S. Epstein, M.D. | 69 | ✓ | 2012 | CEO & Co-founder of Epstein Health LLC; Board chair at Veracyte | | Scott Gottlieb, M.D., Chair | 52 | ✓ | 2020 | Partner at New Enterprise Associates and senior fellow at AEI; Former FDA Commissioner; Director at Pfizer | | Gary S. Guthart, Ph.D. | 59 | ✓ | 2017 | President and CEO at Intuitive Surgical | | Keith A. Meister | 51 | ✓ | 2025 | Founder, Managing Partner and Chief Investment Officer of Corvex Management LP | | Anna Richo | 64 | ✓ | 2024 | Former General Counsel, Chief Compliance Officer and Corporate Secretary at Cargill, Inc. | | Philip W. Schiller | 64 | ✓ | 2016 | Apple Fellow at Apple, Inc. | | Susan E. Siegel | 64 | ✓ | 2019 | Board Chair at MIT The Engine, Board Director at Align Technology and the Kaiser Family Foundation and Senior Lecturer at MIT Sloan School of Management | | Jacob Thaysen, Ph.D., CEO | 49 | | 2023 | CEO at Illumina, Inc. | | Scott B. Ullem | 58 | ✓ | 2023 | CFO at Edwards Lifesciences |

  10. 2025 Director Nominees

    | Frances Arnold, Ph.D. Profile Director since 2016 Nobel Prize in Chemistry Age: 68 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 |

  11. 2025 Director Nominees

    | Caroline D. Dorsa Profile Director since 2017 Financial Expert Age: 65 Board Committees Audit Compensation Education · B.A. in History from Colgate University · MBA in Finance and Accounting from Columbia University | Relevant Expertise | | | Ms. Dorsa’s deep knowledge of clinical markets, especially as our technology and products are increasingly utilized in clinical settings, significantly enhances the Board’s understanding of these markets and the risks and opportunities associated with operating in markets regulated by the U.S. Food and Drug Administration (“FDA”). In addition, as a result of her significant financial and accounting expertise, Ms. Dorsa is an audit committee financial expert under applicable US Securities and Exchange Commission (“SEC”) rules. | | | Career Highlights | | | · EVP and CFO, Public Service Enterprise Group, Inc. (2009 – 2015) · SVP of Global Human Health, Strategy and Integration, Merck & Co., Inc. (2008 – 2009) · SVP and CFO, Gilead Sciences, Inc. (2007 – 2008) · EVP and CFO, Avaya, Inc. (2007) · Various financial and operational positions at Merck & Co., Inc. including Vice President and Treasurer (1987 – 2007) | | | Public Board Service | | | · Biogen, Inc. (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) |

  12. 2025 Director Nominees

    | Robert S. Epstein, M.D. Profile Director since 2012 Age: 69 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) · PinkDx, Inc. (since 2024) · 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. |

  13. 2025 Director Nominees

    | Scott Gottlieb, M.D. Independent Chair Profile Director since 2020 FDA Commissioner (2017 – 2019) Age: 52 Board Committees Education · B.A. in Economics from Wesleyan University · M.D. from Mount Sinai School of Medicine of New York University | Relevant Expertise | | | Dr. Gottlieb’s extensive policy expertise, including his experience as FDA Commissioner from 2017-2019, contributes to the Board’s deeper understanding of the risks and opportunities associated with offering FDA-regulated products especially as our growth continues to become more dependent on clinically approved products. | | | Career Highlights | | | · Partner, New Enterprise Associates and senior fellow at AEI, a public policy think tank (since 2019) · 23rd Commissioner, FDA (2017 – 2019) · Various roles in the public and private sectors including serving as Venture Partner at New Enterprise Associates (2007 – 2017) · FDA Deputy Commissioner for Medical and Scientific Affairs (2005 – 2007) · Senior Advisor for Medical Technology to the FDA Commissioner (2003 – 2004) | | | Public Board Service | | | · Pfizer, Inc. (since 2019) · Tempus AI, Inc. (since 2019) | | | Non-Public Board Service | | | · Mount Sinai Medical System, Inc. (since 2023) · Commanche Biopharma (since 2023) · National Resilience, Inc. (since 2020) · Aetion, Inc (since 2019) · Xaira Therapeutics (since 2024) | | | Of Note | | | · Columnist, Wall Street Journal · Contributor to CNBC and CBS Face the Nation · Elected Member of the National Academy of Medicine |

  14. 2025 Director Nominees

    | Gary S. Guthart, Ph.D. Profile Director since 2017 Financial Expert Age: 59 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 · #15 Glassdoor Best Led Companies (2024) · #9 Glassdoor Top 100 CEOs (2019) · #19 Fortune’s Businessperson of the Year (2019) · #51 Intuitive rank, Drucker Institute’s Management Top 250 (2019) |

  15. 2025 Director Nominees

    | Keith A. Meister Profile Director since 2025 Age: 51 Education · A.B. in Government from Harvard College | Relevant Expertise | | | Mr. Meister’s extensive leadership experience as managing partner and executive officer of an investment firm and a diversified holding company, his significant public company directorship experience in a variety of industries contributes to the Board’s understanding and oversight of finance, capital markets, strategic development, and risk management topics. | | | Career Highlights | | | · Founder, Managing Partner and Chief Investment Officer of Corvex Management LP (since 2010) · Chief Executive Officer, Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises L.P. (2003 – 2010) · Senior Managing Director, Icahn Partners LP (2004 – 2010) | | | Public Board Service | | | · MGM Resorts International (since 2019) · GeneDx Holdings Corp. (since 2022) · Vestis Corporation (since 2024) · CM Life Sciences Inc. (2020 – 2021) · CM Life Sciences II Inc. (2020 – 2021) · CM Life Sciences III Inc. (2021) · Mr. Meister has previously served on the board of directors of numerous other public companies in his career, including Yum! Brands Inc., The Williams Companies, Inc., ADT, Inc., Ralcorp Holdings, Inc. and Motorola, Inc. (now Motorola Solutions, Inc.). | | | Philanthropic Board Service | | | · Harlem Children’s Zone (Chairman) · American Museum of Natural History |

  16. 2025 Director Nominees

    | Anna Richo Profile Director since 2024 Age: 64 Board Committees Nominating/Corporate Governance (Chair) Education · B.S. in Industrial and Labor Relations from Cornell University · J.D. from DePaul University College of Law | Relevant Expertise | | | Ms. Richo’s extensive global legal, compliance, and regulatory experience, including at biotechnology, biopharmaceutical, and medtech companies, enhances the Board’s evaluation and understanding of the legal and regulatory risks and opportunities associated with the Company’s expanding operations across various global markets. | | | Career Highlights | | | · Corporate Senior Vice President, Strategic Advisor to the CEO and General Counsel, Cargill, Inc. (2024) · Corporate Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, Cargill, Inc. (2019 – 2024) · EVP and General Counsel, UCB, a publicly traded Belgian biopharmaceutical company (2012 – 2019) · Senior Vice President and Chief Compliance Officer, Amgen Inc. (2008 – 2012) · Vice President, Law, Amgen Inc. (2003 – 2008) · Chief Litigation Counsel, Associate General Counsel, and Vice President of Law, Baxter Healthcare (1991 – 2003) | | | Public Board Service | | | · Exelon, Inc. (since 2023) · Adamas Pharmaceuticals (2020 – 2021) · Cytyc Corporation (1998 – 2003) | | | Non-Public Board Service | | | · Director, Cargill Foundation · Trustee, DePaul University · Director, Children’s Minnesota |

  17. 2025 Director Nominees

    | Philip W. Schiller Profile Director since 2016 Age: 64 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 (since 2010) | | | Of Note | | | · Listed in Forbes “The World’s Most Influential Chief Marketing Officers” every year between 2012 and 2020 |

  18. 2025 Director Nominees

    | Susan E. Siegel Profile Director since 2019 Age: 64 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” |

  19. 2025 Director Nominees

    | Jacob Thaysen, Ph.D. Chief Executive Officer Profile Director since 2023 Age: 49 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) |

  20. 2025 Director Nominees

    | Scott B. Ullem Profile Director since 2023 Financial Expert Age: 58 Board Committees Audit (Chair) Education · B.A. in Political Science from DePauw University · MBA from Harvard Business School | Relevant Expertise | | | Mr. Ullem’s financial oversight capabilities, especially as CFO of large, global public companies and as an investment banker, significantly enhances the Board oversight of financial reporting and capital allocation. In addition, Mr. Ullem is an audit committee financial expert under applicable SEC rules. | | | Career Highlights | | | · Chief Financial Officer, Edwards Lifesciences (since 2014) · 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 |

  21. Board of Directors

    Board of Directors Our business is managed with oversight by our Board of Directors. All our directors stand for election to one-year terms. The Board has determined that a majority of the members of the Board, specifically Dr. Arnold, Ms. Dorsa, Dr. Epstein, Dr. Gottlieb, Dr. Guthart, Mr. Meister, Ms. Richo, Mr. Schiller, Ms. Siegel, and Mr. Ullem, are independent directors under the Nasdaq listing standards. 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 29, 2024 (“fiscal 2024”), 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 9 meetings during fiscal 2024. 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.

  22. 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 talent strategies • Motivate executives to perform to their highest level and reward outstanding achievement • Maintain appropriate levels of risk and reward, assessed on a relative basis at all levels within the Company in proportion to individual contribution and performance and tied to achievement of financial, organizational, and management performance goals • Encourage executives to manage from the perspective of owners with an equity stake in the Company • Review and make initial (in the case of new hires) and periodic (in the case of then-current Company employees) determinations with respect to who is (i) an “executive officer” of the Company with reference to Rule 3b-7 and Rule 10D-1 under the Exchange Act and (ii) a “Section 16 officer” of the Company with reference to Rule 16a-1(f) under the Exchange Act, or in each of these two cases with reference to other guiding principles as established from time to time by the Nominating/Corporate Governance Committee | | Current Members | • Susan Siegel (Chair) • Caroline Dorsa • Robert Epstein |

  23. Our Approach to Director Pay

    Our Approach to Director Pay

  24. 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.

  25. 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 2024, 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. In connection with our 2025 annual meeting of stockholders, and as described in this proxy statement, our Board is proposing to place a limit on total compensation for non-employee members of our Board of Directors. For the peer group used by the Company, please see the discussion in the Compensation Discussion & Analysis section on page 56.

  26. 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 2024. 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.

  27. 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 | 157,830 | 300,114 | — | — | — | — | 457,944 | | Frances Arnold | 100,000 | 300,114 | — | — | — | — | 400,114 | | Caroline Dorsa | 100,000 | 300,114 | — | — | — | — | 400,114 | | Robert Epstein | 101,126 | 300,114 | — | — | — | — | 401,240 | | Scott Gottlieb | 103,942 | 300,114 | — | — | — | — | 404,056 | | Gary Guthart | 100,000 | 300,114 | — | — | — | — | 400,114 | | Anna Richo(4) | 46,978 | 300,114 | — | — | — | — | 347,092 | | Philip Schiller | 95,000 | 300,114 | — | — | — | — | 395,114 | | Susan Siegel | 100,000 | 300,114 | — | — | — | — | 400,114 | | Andrew Teno(5) | 33,874 | — | — | — | — | — | 33,874 | | Scott Ullem | 90,000 | 300,114 | — | — | — | — | 390,114 |

  28. Non-Employee Director Compensation

    | (1) Mr. Thaysen, our Chief Executive Officer, is not included in this table because he is an employee and received no additional compensation for his service as a director. The compensation received by him is shown in the Summary Compensation Table on page 60. Mr. MacMillan retired from the Board effective March 28, 2025. Mr. Meister joined the Board on March 28, 2025, after the end of fiscal 2024. |

  29. Non-Employee Director Compensation

    | (2) This reflects the grant date fair value of awards granted during fiscal 2024 and is computed in accordance with FASB ASC Topic 718, based on the adjusted closing stock price on the grant date. |

  30. Non-Employee Director Compensation

    | (3) Each of the then-serving directors received an award of 2,675 RSUs effective May 16, 2024 (the date of our 2024 annual meeting of stockholders), with a per adjusted share fair value of $112.19 (the adjusted fair value of our common stock on NASDAQ on May 16, 2024). |

  31. Non-Employee Director Compensation

    | (4) Ms. Richo was elected and received an award of 2,675 RSUs effective May 16, 2024 (the date of our 2024 annual meeting of stockholders), with a per adjusted share fair value of $112.19 (the adjusted fair value of our common stock on NASDAQ on May 16, 2024). |

  32. Non-Employee Director Compensation

    | (5) Mr. Teno ceased serving on the Board on May 16, 2024 and did not receive a stock award. |

  33. Non-Employee Director Compensation

    The following table shows the number of outstanding RSUs and total stock options held by each of our directors who served during 2024, other than Mr. Thaysen, as of December 29, 2024:

  34. Non-Employee Director Compensation

    | Name(1) | Unvested RSUs Outstanding(2) | Vested Stock Options Outstanding | Unvested Stock Options Outstanding | | Stephen MacMillan(3) | 2,675 | — | — | | Frances Arnold | 2,675 | — | — | | Caroline Dorsa | 2,675 | — | — | | Robert Epstein | 2,675 | — | — | | Scott Gottlieb | 2,675 | — | — | | Gary Guthart | 2,675 | — | — | | Anna Richo | 2,675 | — | — | | Philip Schiller | 2,675 | — | — | | Susan Siegel | 2,675 | — | — | | Scott Ullem | 2,675 | — | — |

  35. Non-Employee Director Compensation

    | (1) Mr. Andrew Teno ceased serving on the Board on May 16, 2024 and had no outstanding unvested RSUs, vested stock options or unvested stock options as of December 29, 2024. Mr. Meister joined the Board on March 28, 2025 and had no outstanding unvested RSUs, vested stock options or unvested stock options as of December 29, 2024. |

  36. Non-Employee Director Compensation

    | (2) On June 24, 2024, we spun out GRAIL, Inc. (“GRAIL”) as an independent, publicly traded company via a distribution of GRAIL shares to our stockholders. Illumina equity awards, including RSUs and PSUs, do not represent outstanding shares and therefore were not eligible to receive the distribution of GRAIL shares. Therefore, in the event of such distributions, to prevent the value of the equity awards from deviating from the value received by stockholders of Illumina, either to the benefit or the detriment of the award holder, Illumina’s 2015 Amended and Restated Stock and Incentive Plan provides for a customary, mandatory adjustment to the number of shares subject to an equity award (the “GRAIL Spin Adjustment”). The numbers reported in this column reflect the GRAIL Spin Adjustment, which was an increase of approximately 2%. |

  37. Non-Employee Director Compensation

    | (3) Mr. MacMillan ceased serving on the Board on March 28, 2025 and forfeited all unvested RSUs at that time. |

  38. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  39. 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 |

  40. Components of Fiscal 2024 Executive Compensation

    | Pay Element | | 2024 Key Characteristics | | | | Annual Base Salary | The only fixed pay component, base salary, provides competitive, fixed cash compensation for NEOs. For 2024, all salary increases were generally aligned with the market. | | | | 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 3-year average achievement of pre-determined operating margin targets at the end of the 3-year period. | | | | Restricted Stock Units (RSUs) | Multi-year equity awards that vest based on continued service. | |

  41. Compensation Mix

    | (1) Includes RSUs with a grant date value of $1 million that were granted pursuant to Mr. Thaysen’s employment contract to match his purchase of our common stock in open market transactions. |

  42. 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. In fiscal 2024, the CEO’s base pay remained consistent with the amount established in his offer letter in 2023. Messrs. Barnard, Dadswell and Goswami received salary increases between 3-4.5%, generally consistent with typical increases provided to the broader Illumina employee population. Mr. Pegels received a 9.5% increase as part of our annual review to align with market-competitive levels for comparable positions. Messrs. Dhingra and Cunnigham were hired in Q2 2024 and were not eligible for an annual increase.

  43. 2024 VCP Goals and Actual Performance

    | | Performance Goals (in $ millions) | | | | | | Metric (Weight) | Threshold | Target | Maximum | Actual | % Achievement | | Revenue (50%) | 4,194 | 4,461 | 4,727 | 4,369 | 83% | | Payout as a % of Target | 50% | 100% | 200% | | | | Non-GAAP operating income(1) (50%) | 1,027 | 1,261 | 1,417 | 1,265 | 103% | | Payout as a % of Target | 25% | 100% | 200% | | | | 2024 Achievement | | | | | 93% |

  44. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    2024 VCP Short-Term Incentive Targets and Incentive Payouts For fiscal 2024, 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 were increased for executives, other than the CEO, from 60% to 65% in fiscal 2024. This change was approved by the Compensation Committee based upon the market benchmark data reviewed. In fiscal 2024, the CEO’s target cash incentive percentage remained consistent with the target as established in his offer letter in 2023. 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 2024.

  45. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    | NEO | 2024 Target Incentive (% of Base Salary) | 2024 Incentive Payout (% of Target)(1) | 2024 Incentive Payout ($) | | Jacob Thaysen | 125% | 93% | 1,162,500 | | Ankur Dhingra(2) | 65% | 66% | 279,581 | | Steve Barnard | 65% | 92% | 358,963 | | Everett Cunningham(3) | 65% | 52% | 219,131 | | Kevin Pegels | 65% | 91% | 340,114 | | Charles Dadswell(4) | 65% | 92% | 371,801 | | Joydeep Goswami(5) | 60% | N/A | 0 |

  46. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    | (1) VCP payouts are prorated for changes in base salary and hire date. |

  47. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    | (2) Mr. Dhingra was hired on April 15, 2024. |

  48. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    | (3) Mr. Cunningham was hired on June 10, 2024. |

  49. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    | (4) Mr. Dadswell transitioned to an employee-advisor role on October 3, 2024 and ceased his employment on March 31, 2025. As part of his separation agreement, he is eligible for a 2024 VCP payment. |

  50. 2024 VCP Short-Term Incentive Targets and Incentive Payouts

    | (5) Mr. Goswami ceased to be an Illumina employee effective July 1, 2024 and was not eligible to receive a 2024 VCP payment. |

  51. 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 an 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. Both Mr. Dhingra and Mr. Cunningham, in connection with their appointments as Chief Financial Officer and Chief Commercial Officer, respectively, received one-time make-whole equity grants to compensate for compensation forfeited from their prior employers. The PSUs granted have the same vesting terms and performance metrics as those applied to the PSUs granted to the Company’s executives in March 2024. The RSUs vest in four equal annual installments from the date of grant.

  52. Fiscal 2024 Long-Term Equity Compensation

    Fiscal 2024 Long-Term Equity Compensation The following table presents the long-term equity compensation awarded to each NEO in fiscal 2024 based on grant date fair value. No stock options were issued in 2024.

  53. Fiscal 2024 Long-Term Equity Compensation

    | NEO | PSUs ($) | RSUs ($) | Total ($) | | Jacob Thaysen(1) | 8,306,285 | 4,000,265 | 12,306,550 | | Ankur Dhingra(2) | 2,960,924 | 1,050,117 | 4,011,041 | | Steve Barnard | 2,265,960 | 780,067 | 3,046,027 | | Everett Cunningham(3) | 4,718,449 | 4,000,047 | 8,718,496 | | Kevin Pegels | 2,178,769 | 750,033 | 2,928,802 | | Charles Dadswell | 2,614,724 | 900,066 | 3,514,790 | | Joydeep Goswami(4) | 2,178,769 | 750,033 | 2,928,802 |

  54. Fiscal 2024 Long-Term Equity Compensation

    | (1) Per his offer letter, Mr. Thaysen received $1,000,134 in RSUs (grant date fair value) representing a one-time matching equity grant based upon his purchase of $1,000,000 worth of Illumina open market common stock within 90 days of his start date in 2023. This matching equity was granted on March 5, 2024. |

  55. Fiscal 2024 Long-Term Equity Compensation

    | (2) Reflects Mr. Dhingra’s make-whole equity grant received in connection with his appointment as our Chief Financial Officer in order to compensate for awards forfeited at his prior employer. |

  56. Fiscal 2024 Long-Term Equity Compensation

    | (3) Reflects Mr. Cunningham’s make-whole equity grant received in connection with his appointment as our Chief Commercial Officer in order to compensate for awards forfeited at his prior employer. |

  57. Fiscal 2024 Long-Term Equity Compensation

    | (4) Mr. Goswami ceased employment with Illumina on July 1, 2024. All his unvested equity awards were forfeited. |

  58. Fiscal 2024 Long-Term Equity Compensation

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

  59. 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 performance goals at the end of a 3-year performance period. In 2024, each of our executive officers received an annual grant of PSUs, with an equal portion vesting based on an average Operating Margin goal measured over a 3-year performance period and a portion vesting based on 3-year TSR performance relative to select companies in the Nasdaq Biotechnology Index (“rTSR”). The focus on Operating Margin as one of our equity performance plan measures aligns to Illumina’s strategic focus on robust operational excellence initiatives and the goal to improve our margins. Typically, the number of shares earned will range from 0% to a maximum of 200% of the number of shares specified in the PSU agreement based on performance relative to the average Operating Margin 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.

  60. Key Features of our 2024 PSU Awards

    Key Features of our 2024 PSU Awards Multi-year Performance Periods: For the Operating Margin-based PSUs, the actual payout will be calculated based on Company performance against the preset average Operating Margin goal, measured as an average, over the 3-year period ending January 3, 2027. 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 January 3, 2027, relative to the TSR performance of select companies in the Nasdaq Biotechnology Index. Information regarding the Operating Margin goals will be disclosed after the end of the performance cycle. 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 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 both the Operating Margin-based PSUs and the rTSR-based PSUs at 200% of the target. 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 90th 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 50th percentile. Financial goals: 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.

  61. Vesting Outcome for PSUs granted in 2022 and 2023

    Vesting Outcome for PSUs granted in 2022 and 2023 In 2022, 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 2022 with a possible payout of 0-200%. In 2023, the Compensation Committee granted PSUs with a 2-year performance goal to focus on medium term operational execution. The threshold, target and maximum goals for the PSUs were established at the beginning of 2023 with a possible payout of 0-150%. The table below shows the threshold, target and maximum EPS goals for each performance period, as well as our actual performance. The minimum threshold was not achieved for either PSU plan and there was no payout, consistent with our “pay for performance” compensation philosophy.

  62. Vesting Outcome for PSUs granted in 2022 and 2023

    | Performance Period | EPS Threshold | EPS Target | EPS Maximum | Fiscal 2024 EPS Result(1) | Fiscal 2024 Payout | | 2022-2024 | $9.15 | $11.03 | $15.52 | $5.20 | 0% | | 2023-2024 | $5.06 | $5.79 | $6.56 | $4.03 | 0% |

  63. Vesting Outcome for PSUs granted in 2022 and 2023

    | (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 used when the EPS target was established. |

  64. 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.

  65. 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.

  66. 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:

  67. 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; |

  68. Change-in-control Severance Agreements

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

  69. 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; |

  70. 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 |

  71. Change-in-control Severance Agreements

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

  72. 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:

  73. 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 |

  74. 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. |

  75. 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):

  76. 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); |

  77. 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; |

  78. 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 |

  79. Change-in-control Severance Agreements

    | to pay such premiums ceases immediately upon the date the executive becomes covered under any other group health plan; |

  80. Change-in-control Severance Agreements

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

  81. Change-in-control Severance Agreements

    | • | continuation of the executive’s perquisites to which the executive was entitled for a period of 12 months (24 months for Mr. Thaysen); |

  82. Change-in-control Severance Agreements

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

  83. Change-in-control Severance Agreements

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

  84. 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.

  85. 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 2024, all executive officers were eligible to participate in our 401(k) plan, and all NEOs participating in the plan received discretionary matching contributions. In 2024, Mr. Thaysen, Mr. Dhingra, and Mr. Cunningham received the relocation and housing benefits described in the Summary Compensation Table and consistent with the relocation benefits we provide to executive employees.

  86. 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).

  87. Use of Market Data and Peer Group

    Use of Market Data and Peer Group For fiscal 2024, 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 2024 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.

  88. Fiscal 2024 Compensation Peer Group

    Fiscal 2024 Compensation Peer Group In line with the feedback we have received from our stockholders over the past two years, our 2024 executive and director compensation peer group, set forth below, was selected to place a relatively greater emphasis on life science companies over technology companies to better reflect our products and services while maintaining continuity and the prominence of innovation within the peer group. Furthermore, it was updated for fiscal 2024 to remove companies that were included in our fiscal 2023 peer group but were either acquired or no longer met the applicable financial criteria. The 2024 peer group was chosen with a view to companies with revenue and market capitalization similar to those of Illumina. The companies removed for fiscal 2024 were Lam Research, Perkin Elmer, and Workday. Our fiscal 2024 peer group is listed in the table below. Companies that are new to our compensation peer group in fiscal 2024 are denoted by an ‘*’ in the table below.

  89. Fiscal 2024 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. | Splunk Inc.* | | Bio-Rad Laboratories, Inc. | Jazz Pharmaceuticals plc | The Cooper Companies, Inc.* | | DexCom, Inc. | KLA Corporation* | Vertex Pharmaceuticals, Inc. | | Edwards Lifesciences Corporation | Mettler-Toledo International Inc.* | Waters Corporation | | Hologic, Inc. | Palo Alto Networks, Inc. | West Pharmaceutical Services, Inc* |

  90. Role of the Compensation Consultant

    Role of the Compensation Consultant For fiscal 2024, 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 2024 totaled $773,681. In addition, management engaged Aon for additional consulting services for fees that totaled $507,682 for fiscal 2024. The Compensation Committee annually assesses the independence of the compensation consultant under Nasdaq and SEC criteria and, for 2024, 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.

  91. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation of our NEOs for fiscal 2024 and, to the extent such NEOs were NEOs in either the 2024 or 2023 proxy statements, fiscal 2023 or 2022 compensation, as applicable.

  92. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jacob Thaysen | 2024 | 1,000,000 | — | 12,306,550 | 1,162,500 | 333,874 | 14,802,924 | | Chief Executive Officer | 2023 | 250,000 | 500,000(5) | 3,894,603 | — | 46,630 | 4,691,233 | | Ankur Dhingra(4) | 2024 | 450,000 | 500,000(5) | 4,011,041 | 279,581 | 615,465 | 5,856,087 | | Chief Financial Officer | | | | | | | | | Steve Barnard(4) | 2024 | 593,269 | — | 3,046,027 | 358,963 | 22,677 | 4,020,936 | | Chief Technology Officer | | | | | | | | | Everett Cunningham(4) | 2024 | 350,000 | 500,000(5) | 8,718,496 | 219,131 | 286,191 | 10,073,818 | | Chief Commercial Officer | | | | | | | | | Kevin Pegels(4) | 2024 | 561,538 | — | 2,928,802 | 340,114 | 19,388 | 3,849,842 | | Chief of Global Operations | | | | | | | | | Charles Dadswell(7) | 2024 | 614,615 | — | 3,514,790 | 371,801 | 15,997 | 4,517,203 | | Former General Counsel & Secretary | 2023 | 594,231 | 200,000(6) | 3,073,670 | 250,000 | 21,965 | 4,139,866 | | | 2022 | 569,231 | — | 2,750,322 | 138,000 | 20,296 | 3,477,849 | | Joydeep Goswami(8) | 2024 | 318,923 | 360,000(9) | 2,928,802 | — | 636,036 | 4,243,761 | | Former Chief Financial Officer, Chief Strategy and Corporate Development Officer | 2023 | 594,231 | 50,000(6) | 4,470,623 | 180,000 | 19,323 | 5,314,177 | | | 2022 | 519,231 | 125,000(6) | 2,750,322 | 126,000 | 17,073 | 3,537,626 |

  93. 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 7 in the Notes to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, 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 2024 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 $16,612,567; Mr. Dhingra $5,921,847; Mr. Barnard $4,531,920; Mr. Cunningham $9,436,897; Mr. Pegels $4,357,438; Mr. Dadswell $5,229,448; and Mr. Goswami $4,357,438. The award granted to Mr. Goswami was forfeited when he ceased to be an Illumina employee. |

  94. Summary Compensation Table

    | (2) Reflects performance-based cash incentives earned during fiscal 2024, 2023 and 2022 under Illumina’s executive officer cash incentive program, which were paid in the first fiscal quarter of 2025, the third fiscal quarter of 2023, and the third fiscal quarter of 2022, respectively. No cash incentive amounts were paid with respect to the 2023 and 2022 2nd half performance periods. The cash incentive program is described in the Compensation Discussion and Analysis under the caption “Performance-Based Cash Compensation”. |

  95. 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 $620,000 in severance payments to Mr. Goswami. These amounts also include $317,152, $598,835, $278,419 in relocation and housing costs to Mr. Thaysen, Mr. Dhingra, and Mr. Cunningham, respectively. |

  96. Summary Compensation Table

    | (4) Messrs. Dhingra, Barnard, Cunningham, and Pegels became named executive officers in fiscal 2024. |

  97. Summary Compensation Table

    | (5) Represents a one-time make-whole sign-on bonus for Messrs. Thaysen, Dhingra and Cunningham for compensation forfeited with their prior employer upon joining Illumina. The bonuses are subject to clawback upon certain terminations within two years of start date. |

  98. Summary Compensation Table

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

  99. Summary Compensation Table

    | (7) Mr. Dadswell was General Counsel & Secretary up until October 2, 2024. On October 3, 2024, Mr. Dadswell became an employee-advisor to the Company. His advisor role ended and he ceased to be an employee of Illumina effective March 31, 2025. |

  100. Summary Compensation Table

    | (8) Mr. Goswami ceased to be an employee on July 1, 2024. |

  101. Summary Compensation Table

    | (9) Represents a lump sum payment for Mr. Goswami per the terms of his Advisory Agreement. For additional details, see “Executive Transitions” on page 53. |

  102. Grants of Plan-Based Awards During Fiscal 2024

    Grants of Plan-Based Awards During Fiscal 2024

  103. Grants of Plan-Based Awards During Fiscal 2024

    | | | | 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 (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Award | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Jacob Thaysen | Cash | — | 625 | 1,250 | 2,188 | — | — | — | — | — | | | PSU(3) | Mar. 5, 2024 | — | — | — | 13,254 | 26,508 | 53,016 | — | 4,806,220 | | | PSU(4) | Mar. 5, 2024 | — | — | — | 13,254 | 26,508 | 53,016 | — | 3,500,064 | | | RSU(5) | Mar. 5, 2024 | — | — | — | — | — | — | 22,722 | 3,000,132 | | | RSU(6) | Mar. 5, 2024 | — | — | — | — | — | — | 7,575 | 1,000,134 | | Ankur Dhingra | Cash | — | 211 | 423 | 739 | — | — | — | — | — | | | PSU(3) | April 6, 2024 | — | — | — | 5,251 | 10,502 | 21,004 | — | 1,735,906 | | | PSU(4) | April 6, 2024 | — | — | — | 5,251 | 10,502 | 21,004 | — | 1,225,018 | | | RSU(5) | April 6, 2024 | — | — | — | — | — | — | 9,003 | 1,050,117 | | Steve Barnard | Cash | — | 195 | 390 | 683 | — | — | — | — | — | | | PSU(3) | Mar. 5, 2024 | — | — | — | 3,447 | 6,893 | 13,786 | — | 1,355,927 | | | PSU(4) | Mar. 5, 2024 | — | — | — | 3,447 | 6,893 | 13,786 | — | 910,033 | | | RSU(5) | Mar. 5, 2024 | — | — | — | — | — | — | 5,908 | 780,067 | | Everett Cunningham | Cash | — | 211 | 423 | 739 | — | — | — | — | — | | | PSU(3) | July 5, 2024 | — | — | — | 9,215 | 18,430 | 36,860 | — | 2,718,425 | | | PSU(4) | July 5, 2024 | — | — | — | 9,215 | 18,430 | 36,860 | — | 2,000,024 | | | RSU(5) | July 5, 2024 | — | — | — | — | — | — | 36,860 | 4,000,047 | | Kevin Pegels | Cash | — | 187 | 374 | 654 | — | — | — | — | — | | | PSU(3) | Mar. 5, 2024 | — | — | — | 3,314 | 6,627 | 13,254 | — | 1,303,753 | | | PSU(4) | Mar. 5, 2024 | — | — | — | 3,314 | 6,627 | 13,254 | — | 875,016 | | | RSU(5) | Mar. 5, 2024 | — | — | — | — | — | — | 5,681 | 750,033 | | Charles Dadswell | Cash | — | 202 | 403 | 705 | — | — | — | — | — | | | PSU(3) | Mar. 5, 2024 | — | — | — | 3,977 | 7,953 | 15,906 | — | 1,564,624 | | | PSU(4) | Mar. 5, 2024 | — | — | — | 3,977 | 7,953 | 15,906 | — | 1,050,100 | | | RSU(5) | Mar. 5, 2024 | — | — | — | — | — | — | 6,817 | 900,066 | | Joydeep Goswami | Cash | — | 195 | 390 | 683 | — | — | — | — | — | | | PSU(3) | Mar. 5, 2024 | — | — | — | 3,314 | 6,627 | 13,254 | — | 1,303,753 | | | PSU(4) | Mar. 5, 2024 | — | — | — | 3,314 | 6,627 | 13,254 | — | 875,016 | | | RSU(5) | Mar. 5, 2024 | — | — | — | — | — | — | 5,681 | 750,033 |

  104. Grants of Plan-Based Awards During Fiscal 2024

    | (1) This reflects the grant date fair value of awards granted during fiscal 2024 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. |

  105. Grants of Plan-Based Awards During Fiscal 2024

    | (2) Represents potential aggregate VCP payouts, at threshold, target and maximum performance, for 2024. |

  106. Grants of Plan-Based Awards During Fiscal 2024

    | (3) PSUs will vest in their entirety on January 3, 2027, based on 3-year Company’s Relative TSR performance against select companies in the Nasdaq Biotechnology Index the fiscal year ending January 3, 2027. |

  107. Grants of Plan-Based Awards During Fiscal 2024

    | (4) PSUs will vest in their entirety on January 3, 2027, based on the Company’s three-year average operating margin for fiscal years 2024-2026. |

  108. Grants of Plan-Based Awards During Fiscal 2024

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

  109. Grants of Plan-Based Awards During Fiscal 2024

    | (6) Stock award consists of RSUs that vest 100% on March 5, 2027. Vesting is subject to the individual’s continued service through each vesting date. |

  110. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End

  111. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Stock Awards* | | | | | Name | 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 | — | — | 17,924(2) | 2,424,579 | | | — | — | 26,508(3) | 3,585,737 | | | — | — | 26,508(4) | 3,585,737 | | | 22,722(7) | 3,073,605 | — | — | | | 5,121(9) | 692,718 | — | — | | | 7,575(10) | 1,024,670 | — | — | | Ankur Dhingra | — | — | 10,502(3) | 1,420,605 | | | — | — | 10,502(4) | 1,420,605 | | | 9,003(5) | 1,217,836 | — | — | | Steven Barnard | — | — | 3,617(2) | 489,272 | | | — | — | 6,893(3) | 932,416 | | | — | — | 6,893(4) | 932,416 | | | 2,400(5) | 324,648 | — | — | | | 1,753(6) | 237,128 | — | — | | | 5,908(7) | 799,175 | — | — | | | 2,801(8) | 378,891 | — | — | | Everett Cunningham | — | — | 18,430(3) | 2,493,026 | | | — | — | 18,430(4) | 2,493,026 | | | 36,860(5) | 4,986,052 | — | — | | Kevin Pegels | — | — | 3,084(2) | 417,173 | | | — | — | 6,627(3) | 896,434 | | | — | — | 6,627(4) | 896,434 | | | 2,954(6) | 399,588 | — | — | | | 5,681(7) | 768,469 | — | — | | Charles Dadswell | — | — | 4,240(2) | 573,545 | | | — | — | 7,953(3) | 1,075,802 | | | — | — | 7,953(4) | 1,075,802 | | | 4,062(6) | 549,467 | — | — | | | 6,817(7) | 922,136 | — | — |

  112. Outstanding Equity Awards at Fiscal 2024 Year-End

    | * The numbers reported in this table reflect the GRAIL Spin Adjustment (as defined above). |

  113. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) Market value of stock awards was determined by multiplying the number of unvested shares by $135.27 (the closing market price of our common stock on The Nasdaq Global Select Market on December 27, 2024, the last trading day of fiscal 2024). |

  114. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (2) Stock awards consist of PSUs. PSUs 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. Outstanding at fiscal 2024 year-end assumes target level of performance. |

  115. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (3) Stock awards consist of PSUs. PSUs vest at the end of a three-year performance period on January 3, 2027, and the number of shares issuable will range from 0% to 200% 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. Outstanding at fiscal 2024 year-end assumes target level of performance. |

  116. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (4) Stock awards consist of PSUs. PSUs vest at the end of a three-year performance period on January 3, 2027, 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 three-year average operating margin for fiscal years 2024-2026. Outstanding at fiscal 2024 year-end assumes target level of performance. |

  117. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (5) Stock awards consist of RSUs that vest in four 25% increments on each anniversary of the grant date over four years. |

  118. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (6) Stock awards consist of RSUs that vest in four 25% increments on November 5th over four years. |

  119. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (7) Stock awards consist of RSUs that vest in four 25% increments on February 15th over four years. |

  120. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (8) Stock award consists of RSUs that vest 100% on January 5, 2025. |

  121. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (9) Stock award consists of RSUs that vest in three 33% increments on each anniversary of the grant date over three years. |

  122. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (10) Stock award consists of RSUs that vest 100% on March 5, 2027. |

  123. Outstanding Equity Awards at Fiscal 2024 Year-End

    Note: Mr. Goswami ceased to be an employee of Illumina effective July 1, 2024 and had no outstanding unvested RSUs, vested stock options or unvested stock options as of December 29, 2024.

  124. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  125. 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 | — | — | 2,561 | 360,230 | | Ankur Dhingra | — | — | — | — | | Steve Barnard | — | — | 2,129 | 309,750 | | Everett Cunningham | — | — | — | — | | Kevin Pegels | — | — | 1,954 | 302,792 | | Charles Dadswell | — | — | 2,649 | 410,489 | | Joydeep Goswami | — | — | — | — |

  126. Option Exercises and Stock Vested

    | (1) Value realized on vesting of stock awards is computed by multiplying the closing market price of our common stock on The Nasdaq Global Select Market on the dates of vesting and the number of shares underlying stock awards that became vested in 2024. |

  127. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  128. 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 | — | — | — | — | — | | Ankur Dhingra | — | — | — | — | — | | Steve Barnard | — | — | — | — | — | | Everett Cunningham | — | — | — | — | — | | Kevin Pegels | 100,000 | — | 30,888 | — | 351,992 | | Charles Dadswell | — | — | — | — | — | | Joydeep Goswami | — | — | 135,026 | — | 860,963 |

  129. 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 51 of this proxy statement for further details. |

  130. Nonqualified Deferred Compensation

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

  131. 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, 2024, 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 51 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.

  132. 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) | 1,162,500 | | | — | Equity Compensation Acceleration(5) | 14,387,047 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 60,775 | | | | Total Benefit | 18,860,322 | | Ankur Dhingra | 1x | Salary Severance(2) | 650,000 | | | — | Cash Incentive Severance(3) | 422,500 | | | — | Earned Compensation(4) | 279,581 | | | — | Equity Compensation Acceleration(5) | 4,059,047 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 53,232 | | | | Total Benefit | 5,464,360 | | Steve Barnard | 1x | Salary Severance(2) | 620,000 | | | — | Cash Incentive Severance(3) | 373,750 | | | — | Earned Compensation(4) | 358,963 | | | — | Equity Compensation Acceleration(5) | 4,093,947 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 64,287 | | | | Total Benefit | 5,510,947 | | Everett Cunnigham | 1x | Salary Severance(2) | 650,000 | | | — | Cash Incentive Severance(3) | 422,500 | | | — | Earned Compensation(4) | 219,131 | | | — | Equity Compensation Acceleration(5) | 9,972,104 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 50,251 | | | | Total Benefit | 11,313,986 | | Kevin Pegels | 1x | Salary Severance(2) | 575,000 | | | — | Cash Incentive Severance(3) | 390,000 | | | — | Earned Compensation(4) | 340,114 | | | — | Equity Compensation Acceleration(5) | 3,378,098 | | | — | Pension/NQDC(6) | 351,992 | | | — | Perquisites/Benefits(7) | 60,775 | | | | Total Benefit | 5,095,979 |

  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)($) | | Charles Dadswell | 1x | Salary Severance(2) | 620,000 | | | — | Cash Incentive Severance(3) | 403,000 | | | — | Earned Compensation(4) | 371,801 | | | — | Equity Compensation Acceleration(5) | 4,196,752 | | | — | Pension/NQDC(6) | — | | | — | Perquisites/Benefits(7) | 40,284 | | | | Total Benefit | 5,631,837 |

  134. Potential Payments Upon a Termination or Change in Control

    | (1) Former executives who were no longer employed with us on December 29, 2024 are excluded from the table. All amounts received by such individuals in respect of 2024 are disclosed in the Summary Compensation Table. |

  135. 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. |

  136. 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). |

  137. Potential Payments Upon a Termination or Change in Control

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

  138. 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 29, 2024, multiplied by $135.27 (the closing price of our common stock on December 27, 2024), with the number of shares issuable under each PSU award equal to 100% of the number of shares specified in the PSU agreement. |

  139. 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. |

  140. 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). |

  141. 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. During fiscal 2024, the principal executive officer of Illumina was our Chief Executive Officer, Jacob Thaysen. For fiscal 2024, the annual total compensation for Mr. Thaysen was $14,802,924 and the annual total compensation for our median employee was $138,432, resulting in an estimated pay ratio of 107:1. 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 29, 2024 (the median employee determination date), (B) the target bonus, commission, or incentive compensation for 2024, and (C) accounting value for all equity awards granted in 2024, 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.

  142. 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”.

  143. 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 ($) | Peer Group TSR ($) | | | | 2024 | — | — | 14,802,924 | — | — | 17,689,413 | 5,426,941 | 6,362,249 | 41.86 | 118.54 | (1,223) | 4,332 | | 2023 | 14,494,506 | 4,139,866 | 4,691,233 | (8,142,898) | 1,840,569 | 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 |

  144. 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: |

  145. Pay versus Performance

    | • | 2024: Messrs. Dhingra, Barnard, Cunningham, Pegels, and Goswami served as Non-PEO NEOs. |

  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

    66 • 2025 Proxy Statement

  153. Pay versus Performance

    | Fiscal Year 2024 | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | Jacob Thaysen | 14,802,924 | (12,306,550) | 15,193,039 | 17,689,413 | | 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 5,426,941 | (4,191,326) | 5,126,634 | 6,362,249 |

  154. Pay versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  155. Pay versus Performance

    | Fiscal Year 2024 | 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 ($) | | Jacob Thaysen | 15,571,428 | (383,997) | — | 5,608 | — | — | 15,193,039 |

  156. 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 ($) | | 2024 | 5,511,948 | (47.045) | — | 13,306 | (351,574) | — | 5,126,634 |

  157. 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 29, 2024. 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. |

  158. 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 2024. 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. |

  159. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between Illumina and information presented in the Pay versus Performance table. Over the five-year period comprising fiscal years 2020 through 2024, our TSR performance was lower than that of our peers, and our stock price decreased. “Compensation Actually Paid” was significantly lower for fiscal year 2021 compared to fiscal year 2020 due to improvement in our financial outlook, which drove a large increase in the year-end fair value of our PSUs. “Compensation Actually Paid” in fiscal years 2022 and 2023, was significantly less than in fiscal year 2021 due to our emphasis on performance-based pay that ties our executives’ compensation to our stock price and financial performance. “Compensation Actually Paid” in fiscal year 2024 increased compared to fiscal year 2023 due to robust operational excellence initiatives designed to improve our margins. Changes in TSR and Net Income showed a slight positive correlation to “Compensation Actually Paid” in fiscal year 2021 compared to fiscal year 2020, a positive correlation in each of the 2022 and 2023 fiscal years compared to each of their respective preceding years and an inverse correlation in fiscal year 2024 compared to fiscal year 2023. Core Illumina Revenue showed a positive correlation to “Compensation Actually Paid” in fiscal year 2021 compared to fiscal year 2020, and an inverse correlation for each of the 2022, 2023, and 2024 fiscal years compared to each of their respective preceding years. 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 2024 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.

  160. Analysis of the Information Presented in the Pay versus Performance Table

    | Financial Performance Measures | | Core Illumina Revenue | | Earnings Per Share | | Non-GAAP Operating Income | | Operating Margin | | Relative Total Shareholder Return |

  161. Analysis of the Information Presented in the Pay versus Performance Table

    68 • 2025 Proxy Statement

  162. Why You Should Vote to Approve the Second Amended and Restated 2015 Plan

    | • | Imposes limits on non-employee director compensation. |