Everett Cunningham
ILLUMINAAbout Everett Cunningham
Everett Cunningham (age 58) is Illumina’s Chief Commercial Officer, appointed June 10, 2024, after serving as EVP & Chief Commercial Officer at Exact Sciences (2021–2024) and President & CEO, U.S. & Canada at GE Healthcare (2019–2021) . Core Illumina FY2024 performance: revenue $4.33B (down 2% YoY), GAAP operating profit $1.47B (+167% YoY), non-GAAP operating profit $922M (+4% YoY) . Company pay-for-performance metrics tied to 2024 incentives were Core Illumina revenue and non-GAAP operating income; achieved 93% payout overall (revenue 83% of target; non-GAAP operating income 103% of target) . Over 2020–2024 the Company’s TSR value declined to $41.86 (from $100 initial), versus NASDAQ Biotechnology Index peer group at $118.54 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Illumina | Chief Commercial Officer | 2024–Present | Not disclosed beyond title |
| Exact Sciences | EVP & Chief Commercial Officer | 2021–2024 | Not disclosed beyond title |
| GE Healthcare | President & CEO, U.S. & Canada | 2019–2021 | Not disclosed beyond title |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Cunningham |
Fixed Compensation
| Item | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual Base Salary (rate) | 650,000 | FY2024 annual base for new hire CCO; hired June 10, 2024 |
| Salary Paid | 350,000 | Partial-year earned due to June start |
| One-time Sign-on Bonus | 500,000 | Make-whole sign-on; subject to clawback upon certain terminations within 2 years |
| 2024 VCP Cash Incentive Paid | 219,131 | 52% of target; prorated for hire date |
| All Other Compensation | 286,191 | Includes relocation/housing ($278,419), benefits |
| Total Reported Compensation | 10,073,818 | Summary Compensation Table total |
Performance Compensation
2024 Short-term (VCP) – Company Metrics and Individual Payout
| Metric | Weighting | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Core Illumina Revenue ($MM) | 50% | 4,461 | 4,369 | 83% (company metric) |
| Core Illumina Non-GAAP Operating Income ($MM) | 50% | 1,261 | 1,265 | 103% (company metric) |
| Company-wide VCP Outcome | — | — | — | 93% (weighted average) |
| Cunningham Target Incentive | — | 65% of base salary | — | — |
| Cunningham Payout | — | — | — | 52% of target; $219,131 |
2024 Long-term Equity – Grants and Vesting
| Award Type | Grant Date | Target Shares (#) | Grant-date Fair Value ($) | Vesting/Metrics |
|---|---|---|---|---|
| PSUs – Relative TSR (Nasdaq Biotech Index peers) | July 5, 2024 | 18,430 | 2,718,425 | 3-year rTSR; vests 100% on Jan 3, 2027; 0–200% payout; capped at 100% if absolute TSR negative |
| PSUs – 3-year Avg Operating Margin | July 5, 2024 | 18,430 | 2,000,024 | 3-year operating margin; vests 100% on Jan 3, 2027; 0–200% payout |
| RSUs (time-based) | July 5, 2024 | 36,860 | 4,000,047 | 25% annually on each anniversary (9,215 shares per tranche), starting July 5, 2025 |
Outstanding Equity at FY2024 Year-End (Dec 27, 2024 close $135.27)
| Category | Unvested Quantity (#) | Market Value ($) |
|---|---|---|
| PSUs – rTSR (assumed at target) | 18,430 | 2,493,026 |
| PSUs – Operating Margin (assumed at target) | 18,430 | 2,493,026 |
| RSUs (time-based) | 36,860 | 4,986,052 |
Note: No stock options granted in 2024; Company did not issue options to NEOs that year .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Common Stock Beneficially Owned | 4,877 shares as of March 26, 2025 |
| % of Shares Outstanding | <1% (out of 158,263,015 shares) |
| Options Exercisable (60-day window) | 0 |
| Unvested Equity Holdings | RSUs 36,860; PSUs 18,430 (rTSR) + 18,430 (Op Margin) |
| Pledging/Hedging | Prohibited under Insider Trading Policy; executive officers may not hedge or pledge stock; no such activity disclosed |
| Stock Ownership Guidelines | Senior VP: 2x base salary; Section 16 Officer (if not covered above): 1x base salary; compliance measured over 5 years; unvested RSUs count; PSUs/options do not |
Insider selling indicators:
- No option exercises or stock vesting reported for Cunningham in 2024; first RSU tranche would vest on July 5, 2025 (25%) if continued service, subject to retention rules if not yet compliant with ownership guidelines .
Employment Terms
| Term | Detail |
|---|---|
| Appointment/Start Date | Appointed Chief Commercial Officer June 10, 2024 |
| Contract Term/Auto-renewal | Not disclosed in proxy |
| Non-compete/Non-solicit/Garden Leave | Not disclosed in proxy |
| Clawback | Amended and restated to comply with SEC/Nasdaq; recovery for restatements regardless of fault |
| Insider Trading Plan Limits | If not compliant with ownership guidelines, must retain 100% of net RSU shares and may not establish or increase 10b5-1 sales |
| Change-in-Control (Double Trigger) | 1x base salary + 1x greater of target/last actual bonus; pro-rata target bonus; 12 months COBRA at active-employee rates; 100% acceleration of unvested equity; outplacement; no excise tax gross-ups (best-net cutback applies) |
| CIC Economics (Hypothetical as of Dec 31, 2024) | Total $11,313,986; components: Salary Severance $650,000; Cash Incentive Severance $422,500; Earned Comp $219,131; Equity Acceleration $9,972,104; Perqs/Benefits $50,251 |
Compensation Structure Analysis
- Mix and at-risk pay: New-hire package heavily equity-weighted (PSUs 54% of equity by value; RSUs 46%), consistent with emphasis on long-term, performance-based incentives and retention; no options granted in 2024, aligning with shift toward RSUs/PSUs .
- Performance rigor: 2024 VCP tied to objective revenue and non-GAAP operating income goals with 0–200% payout range; realized company payout 93% reflects miss on revenue but beat on non-GAAP operating income .
- PSU metrics: Balanced rTSR vs. operating margin over 3 years; rTSR capped at 100% if absolute TSR negative, limiting windfalls in down markets .
- Sign-on/relocation: $500,000 cash sign-on subject to clawback; $278,419 relocation indicates competitive recruitment; clawback framework limits guarantee risk .
Investment Implications
- Alignment and retention: Large unvested PSU/RSU over a 3–4 year horizon with full PSU vesting on Jan 3, 2027 creates strong retention tether and pay-for-performance linkage via operating margin and rTSR, while ownership guidelines/retention requirements curb near-term selling pressure from RSU vesting .
- CIC risk economics: Double-trigger severance at 1x salary+bonus and 100% equity acceleration implies meaningful event-driven value to the executive ($11.3M hypothetical), relevant to M&A/strategic scenarios; absence of excise tax gross-up is governance-positive .
- Performance sensitivity: 2024 incentive outcome shows sensitivity to revenue shortfalls but rewards operational discipline (non-GAAP operating income beat); future PSU payouts depend on multi-year operating margin improvements and rTSR relative to biotech peers—a lever under Cunningham’s commercial remit .
- Ownership/pledging risk: Beneficial ownership is modest (4,877 shares, <1%), but significant unvested equity plus anti-pledging/anti-hedging policy mitigates alignment concerns; monitoring 10b5-1 plans and RSU vesting windows (July annually) is prudent for trading supply signals .