Caroline Dorsa
ILLUMINAAbout Caroline D. Dorsa
Caroline D. Dorsa is an independent director of Illumina (ILMN), serving since 2017; she is 65 and designated a financial expert under SEC rules . She sits on the Audit and Compensation Committees and brings deep finance and clinical markets expertise from senior roles at Merck, Gilead, Avaya, and as EVP/CFO of Public Service Enterprise Group . Her education includes a B.A. in History (Colgate University) and an MBA in Finance and Accounting (Columbia University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Service Enterprise Group (PSEG) | EVP & CFO | 2009–2015 | Led finance for regulated utility; large-cap governance experience |
| Merck & Co. | SVP, Global Human Health Strategy & Integration | 2008–2009 | Clinical market strategy; FDA-regulated environment expertise |
| Gilead Sciences | SVP & CFO | 2007–2008 | Biopharma finance leadership |
| Avaya | EVP & CFO | 2007 | Corporate finance |
| Merck & Co. | Various finance/operational roles incl. VP & Treasurer | 1987–2007 | Treasury, operations, risk |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biogen, Inc. | Board Chair (Chair since 2023), Director | Since 2010 | Current Chair; biopharma board leadership |
| Duke Energy Corporation | Director | Since 2021 | Regulated utility oversight |
| Intellia Therapeutics, Inc. | Director | 2015–2023 | Gene-editing biotech |
| Goldman Sachs Funds | Director | 2016–2021 | Fund governance |
| Public Service Enterprise Group | Director | 2003–2009 | Prior utility board role |
| Institute for Advanced Clinical Trials for Children | Founder; board member emeritus | Since 2016 | Non-public board service |
Board Governance
- Independence: The Board determined Ms. Dorsa is independent under Nasdaq standards; all standing committees are fully independent .
- Committees: Audit Committee member; Compensation Committee member (Comp Chair is Susan Siegel; Audit Chair is Scott Ullem) .
- Financial expert: The Board designated Ms. Dorsa an “audit committee financial expert” under SEC rules; all Audit members are financially literate .
- Attendance: In fiscal 2024, each director attended at least 75% of the aggregate Board/committee meetings; the Board met 9 times. Committee meetings: Audit 10, Compensation 7, Nominating/Corporate Governance 5, Science & Technology 4 .
- Executive sessions: The Board held regular executive sessions of non-employee independent directors in fiscal 2024 .
- Governance practices: Majority-independent Board; independent Chair (Scott Gottlieb); proxy access; majority vote standard; stockholders can call special meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Standard non-employee director retainer in fiscal 2024 |
| Committee chair/member fees (cash) | Chair: $25,000 Audit/$25,000 Comp/$15,000 Nominating/$15,000 S&T; Member: $15,000 Audit/$15,000 Comp/$10,000 Nominating/$10,000 S&T | Fiscal 2024 fee schedule; S&T Chair raised to $20,000 beginning fiscal 2025 |
| Dorsa cash paid (fiscal 2024) | $100,000 | Actual cash compensation received for 2024 |
| Stock-in-lieu of cash election | Available | Shares issued quarterly at prior quarter weighted average price; Dorsa not listed as electing in 2024 (Ullem elected) |
Performance Compensation
Directors receive time-based RSUs; no options or PSUs are granted to non-employee directors.
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU (standard) | May 16, 2024 | 2,675 RSUs | $300,114 (at $112.19 per share) | Vest on earlier of first anniversary or day before next annual meeting; choice of cash/stock settlement |
| Dorsa stock awards (fiscal 2024) | May 16, 2024 | 2,675 RSUs | $300,114 | Included in Dorsa’s 2024 director compensation total |
| Outstanding unvested RSUs (as of Dec 29, 2024) | — | 2,675 | — | Reflects ~2% “GRAIL Spin Adjustment” to maintain award value post-spin |
Other Directorships & Interlocks
- Current public boards: Biogen (Chair), Duke Energy (Director) .
- Compensation Committee interlocks: For fiscal 2024, the Compensation Committee comprised Siegel, Epstein, Gottlieb, and Teno; no related-party transactions occurred with committee members in 2024 .
- Peer group overlap: Illumina’s fiscal 2024 executive/director compensation peer group includes Biogen; Dorsa is Biogen’s Chair, which may present perceived benchmarking interlock risk (mitigated by use of independent consultant Aon and committee independence) .
Expertise & Qualifications
- Education: B.A. History (Colgate); MBA Finance & Accounting (Columbia) .
- Qualifications: Financial expert; extensive clinical market and FDA-regulated environment experience; strong finance/accounting background; risk oversight .
- Recognition: NJBIZ “Best 50 Women in Business” (2014) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common stock beneficially owned (Mar 26, 2025) | 12,484 shares | Less than 1% of outstanding shares; includes RSUs vesting within 60 days |
| Unvested RSUs outstanding (Dec 29, 2024) | 2,675 | All directors listed held 2,675 unvested RSUs; no options outstanding |
| Ownership guidelines | 5x annual director retainer | Directors must reach compliance within 5 years; unvested RSUs count toward ownership; anti-hedging/pledging policy in place |
| Indicative value of holdings | ~$1.03 million | 12,484 shares × $82.83 (Nasdaq close on Mar 26, 2025) |
Governance Assessment
-
Strengths:
- Independence and committee membership; Audit financial expert designation improves oversight quality .
- Attendance met minimum expectations; Board and key committees are active, with substantive meeting cadence (Audit 10; Comp 7) .
- Strong ownership alignment: stock-heavy director compensation (approx. $300k RSUs annually) and 5x retainer ownership guideline; anti-hedging/pledging policy enhances alignment .
- No related party transactions in fiscal 2024; Compensation Committee independence affirmed; independent consultant engaged (Aon) .
-
Potential RED FLAGS / Watch items:
- Litigation exposure: Dorsa is among “Director Defendants” in consolidated Delaware derivative actions related to GRAIL (motions to dismiss underway; outcome uncertain) .
- Peer group interlock perception: Biogen appears in ILMN’s comp peer group while Dorsa chairs Biogen; transparency via consultant and committee independence mitigates but warrants monitoring .
Director Compensation Mix (Fiscal 2024)
| Component | Caroline Dorsa | Program Detail |
|---|---|---|
| Cash | $100,000 | Board retainer and committee fees; standard retainer is $75,000; committee member fees per schedule |
| Equity (RSUs) | $300,114 | 2,675 RSUs granted at $112.19; annual grant policy $300,000 value |
| Total | $400,114 | No options or other benefits; expenses reimbursed |
Committee Assignments & Roles
| Committee | Role | Notes |
|---|---|---|
| Audit | Member; Financial Expert | Oversees financial reporting, internal controls, and risk processes; all members independent and financially literate |
| Compensation | Member | Oversees director/executive pay, equity plans, and human capital; all members independent, non-employee directors |
Say-on-Pay & Shareholder Feedback
- Stockholder outreach: ILMN proactively engaged holders of >50% of shares in Fall 2024 to solicit feedback; communications mechanisms for investors outlined .
- Say-on-Pay cadence: Advisory vote held annually; proposal included in 2025 proxy; frequency decision affirmed at 2023 meeting .
Related-Party Transactions & Policies
- Related-party transactions: None occurred in fiscal 2024; transactions require approval by independent, disinterested directors at arm’s-length terms .
- Clawback: Nasdaq-compliant clawback policy applies to incentive compensation; directors/officers acknowledge policy .
- Insider trading: Prohibits short sales, hedging, pledging, and derivative transactions for directors and officers .
Notes on Attendance & Engagement
- Board meetings: 9 meetings in fiscal 2024; each director attended at least 75% of Board/committee meetings; 7 directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of independent directors were held .
Compensation Committee Analysis
- 2024 composition: Siegel (Chair), Epstein, Gottlieb, Teno; independent and non-employee .
- Consultant: Aon served as independent advisor; Compensation Committee independence reviewed annually; fees: $773,681 (committee); $507,682 (management engagements) .
- Peer group methodology and composition (emphasis on life sciences; includes Biogen, Intuitive Surgical, Align, Edwards) .
Risk Indicators
- Legal proceedings: Multiple derivative actions consolidated in Delaware Chancery; motions to dismiss pending into early 2026; Dorsa named among Director Defendants .
- Governance guardrails: Majority-independent Board, independent Chair, clawback, ownership guidelines, and anti-hedging/pledging policies reduce alignment risk .