ILLUMINA INC (ILMN)
Sector: Health Care
2026 Annual Meeting Analysis
ILLUMINA INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Nine Nominees to the Board of Directors
Against Analysis
Ms. Dorsa has served since 2017, fully overlapping the period in which Illumina's stock fell roughly 45% over three years while the compensation peer group median fell only 14%, a gap of about 31 percentage points that exceeds the 20-point trigger; the 5-year record is even worse (gap of roughly 56 points), confirming this is sustained underperformance rather than a temporary dip.
Dr. Gottlieb has served as a director since 2020, fully overlapping the three-year period of significant stock underperformance (roughly 31 percentage points below peers), and the 5-year record confirms this is not a recent blip; additionally, he sits on three other public company boards (Pfizer, UnitedHealth Group, and Tempus AI) in addition to Illumina, which raises an overboarding concern given the four-board limit under our policy.
Mr. Schiller has served since 2016, fully overlapping the three-year period in which Illumina's stock trailed its peer group by roughly 31 percentage points, and the 5-year gap of about 56 points confirms sustained underperformance rather than a temporary trough; no mitigating factors offset the TSR trigger.
Ms. Siegel has served since 2019 and chairs the Compensation Committee, fully overlapping a period of significant stock underperformance (roughly 31 percentage points below the peer group median over three years), and the 5-year record with a gap of roughly 56 points confirms this is not a recent or temporary issue.
Mr. Thaysen has served as CEO and director since 2023, overlapping the three-year underperformance period during which Illumina's stock fell roughly 31 percentage points below the peer group median; under our policy, the CEO serving as a director is subject to the same stock performance trigger as all other directors, independent of the Say on Pay vote; the 5-year record also confirms sustained underperformance, though his tenure partially mitigates his individual accountability for the earliest portion.
Mr. Ullem joined the board in 2023, which is more than 24 months ago, so the new-director exemption does not fully apply; his tenure meaningfully overlaps the three-year underperformance period in which Illumina trailed its peer group by roughly 31 percentage points, and the 5-year record also shows sustained underperformance, providing no 5-year mitigant.
For Analysis
Mr. King is a new nominee with no prior tenure at Illumina, so the TSR trigger does not apply; he brings extensive relevant experience as former CEO of LabCorp and current board chair at Privia Health, and the board skills matrix confirms he adds meaningful healthcare and life sciences expertise to the refreshed board.
Mr. Meister joined the board in March 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he holds 3 public company board seats (including Illumina), which is within the overboarding limit, and brings relevant capital markets and strategic oversight experience.
Ms. Richo joined the board in 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings relevant global legal, compliance, and regulatory expertise in life sciences and biopharmaceuticals.
Of the nine director nominees, five long-tenured directors (Dorsa, Gottlieb, Schiller, Siegel, Ullem) and the CEO (Thaysen) each trigger a vote against under the TSR underperformance policy — Illumina's three-year stock return of -44.8% trails the compensation peer group median by roughly 31 percentage points, well above the 20-point threshold for companies with negative absolute returns, and the five-year gap of 56 points confirms the underperformance is sustained rather than transient; Dr. Gottlieb also raises an overboarding concern with four total public company board seats. New nominees David King and Keith Meister (joined within 24 months) and Anna Richo (joined 2024) receive FOR votes, as they are either newly joining or within the exemption window and have relevant qualifications.
Say on Pay
✓ FORCEO
Jacob Thaysen
Total Comp
$11,018,895
Prior Support
91%%
CEO Jacob Thaysen received total compensation of approximately $11 million for fiscal 2025, which is within a reasonable range for a CEO of a roughly $19 billion market-cap healthcare company, particularly given that equity grants were voluntarily reduced in response to business headwinds, and 91% shareholder support at the 2025 annual meeting signals broad approval of the program structure. The pay mix is strong — over 80% of target compensation is variable and at-risk, with performance stock awards (which vest based on relative total shareholder return against Nasdaq Biotechnology Index peers and a three-year average operating margin target) comprising approximately 70% of the equity package, and cash bonuses paid out at only 77% of target reflecting below-plan financial performance. No individual compensation thresholds are breached, the clawback policy meets Dodd-Frank requirements, and the plan uses multi-year, objective performance conditions rather than easily manipulated short-term targets.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
25 yrs
Audit Fees
$4,048,714
Non-Audit Fees
$108,257
Ernst & Young has served as Illumina's auditor continuously since 2000 — a period of approximately 25 years — which meets the threshold under our policy for an automatic concern about auditor independence and professional skepticism; the non-audit fee ratio is well within the acceptable range (audit-related fees of $7,200 plus tax fees of $101,057 represent only about 2.7% of audit fees, far below the 50% limit), so the only trigger is tenure; the proxy discloses the tenure and notes annual independence reviews but does not provide a specific, compelling rationale such as a multi-year rotation plan or exceptional audit quality metrics that would justify an override of the tenure trigger.
Overall Assessment
The 2026 Illumina annual meeting presents a ballot where the primary governance concern is sustained stock underperformance — Illumina's shares have declined roughly 45% over three years while the peer group median fell only 14%, triggering against votes for six of nine director nominees (the five longest-tenured independent directors plus the CEO in his capacity as a director), along with an against vote on auditor ratification due to Ernst & Young's 25-year tenure reaching the policy threshold. The Say on Pay vote is supportable given a well-structured, predominantly variable pay program with meaningful performance conditions, below-target 2025 bonus payouts, and 91% prior-year shareholder support.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing