Frances Arnold
ILLUMINAAbout Frances Arnold
Frances Arnold, Ph.D., age 68, has served as an independent director of Illumina since 2016 and currently chairs the Science and Technology Committee and serves on the Nominating/Corporate Governance Committee . She holds a B.S. in Mechanical and Aerospace Engineering from Princeton and a Ph.D. in Chemical Engineering from UC Berkeley; she won the Nobel Prize in Chemistry in 2018, and is Co‑Chair of the U.S. President’s Council of Advisors on Science & Technology (since Jan 2021) . The Board’s skills matrix highlights her technology & innovation and life sciences expertise relevant to Illumina’s strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Institute of Technology | Linus Pauling Professor of Chemical Engineering, Biochemistry & Bioengineering | Ongoing (profile) | Provides deep scientific/technical insight for Illumina’s R&D and customer needs . |
| Caltech | Director, Donna & Benjamin M. Rosen Bioengineering Center | Ongoing (profile) | Bioengineering leadership experience . |
| Executive Office of the President | Co‑Chair, President’s Council of Advisers on Science & Technology | Since Jan 2021 | National science policy leadership . |
| Gevo, Inc. | Co‑Founder | 2005 | Entrepreneurial experience in industrial biotech . |
| Provivi, Inc. | Co‑Founder | 2014 | Ag‑biotech commercialization experience . |
| Aralez Bio | Co‑Founder | 2019 | Synthetic biology startup experience . |
External Roles
| Organization | Role | Public/Private | Start Year |
|---|---|---|---|
| Alphabet, Inc. | Director | Public | 2019 . |
| Altos Labs | Director | Private | 2021 . |
| National Resilience, Inc. | Director | Private | 2020 . |
| Generate Biomedicines | Director | Private | 2019 . |
| Provivi, Inc. | Director | Private | 2014 . |
Board Governance
- Independence: The Board determined Dr. Arnold is independent under Nasdaq listing standards .
- Committee assignments: Science & Technology (Chair) and Nominating/Corporate Governance member .
- Attendance: During fiscal 2024, each director attended at least 75% of Board and applicable committee meetings; Board held 9 meetings .
- Executive sessions: Independent directors met in executive session regularly in fiscal 2024 .
- Outside board limits: Illumina policy limits directors to ≤4 public company boards; Arnold currently holds 1 other public board (Alphabet) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Science & Technology | Chair | 4 . |
| Nominating/Corporate Governance | Member | 5 . |
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Annual cash retainer | 75,000 . |
| Science & Technology Committee Chair fee | 15,000 . |
| Nominating/Corporate Governance Committee member fee | 10,000 . |
| Total cash earned | 100,000 . |
Notes:
- FY2025 change: Science & Technology Committee Chair fee increased to $20,000 (signal of elevated emphasis on R&D oversight) .
- Independent Chair fee increased to $100,000 in 2025 (Board leadership compensation signal; not applicable to Arnold) .
Performance Compensation
| Equity Award (FY2024) | Grant Date | Instrument | Shares/Units | Fair Value/Share ($) | Total Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual director RSU | May 16, 2024 | RSU | 2,675 | 112.19 | 300,114 . | Earlier of 1st anniversary or day prior to next annual meeting; continued service required . |
Additional terms:
- Settlement election at grant: cash, stock, or combination .
- Equity plan features: no single‑trigger vesting on change‑in‑control; clawback applies; no option repricing; no dividends on unvested awards; director compensation limits under the plan .
Other Directorships & Interlocks
| Company | Relationship to ILMN | Potential Interlock/Conflict Commentary |
|---|---|---|
| Alphabet, Inc. (Public) | Director | Proxy does not disclose related‑party transactions with Alphabet; no conflicts disclosed . |
| Altos Labs; Resilience; Generate Biomedicines; Provivi (Private) | Director/Advisor roles | No related‑party transactions disclosed with these entities; continued monitoring warranted due to sector proximity . |
Expertise & Qualifications
- Education: B.S. Princeton; Ph.D. UC Berkeley .
- Recognitions: Nobel Prize in Chemistry (2018); multiple national medals and academy memberships; 13 honorary doctorates .
- Skills Matrix: Technology & innovation and life sciences expertise aligned with Illumina’s innovation‑driven strategy .
- Academic leadership and startup co‑founder experience provide strong technical and translational insight for product/R&D oversight .
Equity Ownership
| As of | Beneficially Owned Shares | Options (Exercisable within 60 days) | Total Beneficial Ownership | % of Common Stock |
|---|---|---|---|---|
| March 26, 2025 | 17,247 | 0 | 17,247 | <1% (based on 158,263,015 shares outstanding) . |
| As of | Unvested RSUs Outstanding | Vested Options Outstanding | Unvested Options Outstanding |
|---|---|---|---|
| Dec 29, 2024 | 2,675 | — | — . |
Ownership policy:
- Non‑employee director ownership guideline: 5x annual retainer; unvested RSUs count, unvested PSUs and options do not; 5‑year compliance window .
Governance Assessment
- Board effectiveness: Independent status, leadership of the Science & Technology Committee, and domain expertise strengthen oversight of Illumina’s R&D and innovation pipeline .
- Alignment: Mix skewed toward equity (annual RSU ~$300k) plus modest cash retainers and committee fees; equity plan includes clawback and no single‑trigger CIC vesting, supporting shareholder alignment .
- Engagement: Attendance threshold met across directors; Arnold serves on two committees with active meeting cadence (S&T: 4; Nominating: 5) .
- Compensation governance: Director program reviewed with independent consultant (Aon); no changes for FY2024; Board proposing limits on total director compensation—positive governance signal .
- Conflicts/related‑party exposure: Proxy discloses no related‑party transactions involving Arnold; no pledging or loans disclosed; outside board count within Illumina policy .
RED FLAGS:
- None disclosed in proxy regarding related‑party transactions, pledging/hedging, option repricing, or attendance shortfalls for Arnold .