Gary Guthart
ILLUMINAAbout Gary S. Guthart
Gary S. Guthart, Ph.D., age 59, is an independent director of Illumina, Inc. (ILMN) who has served on the Board since 2017; he is designated an “audit committee financial expert.” He holds a B.S. in Engineering from UC Berkeley and an M.S./Ph.D. in Engineering Science from Caltech, and is President & CEO of Intuitive Surgical, bringing deep operating, financial and scientific expertise to Illumina’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuitive Surgical, Inc. | Chief Executive Officer | 2010–present | Public life sciences/technology CEO; brings operating, financial and scientific experience relevant to Illumina’s strategy, business development and R&D. |
| Intuitive Surgical, Inc. | President | 2007–2023 | Senior leadership experience scaling a complex, high-growth med‑tech business. |
| Intuitive Surgical, Inc. | Chief Operating Officer | 2006–2007 | Operating leadership in a regulated healthcare technology environment. |
| Intuitive Surgical, Inc. | Vice President of Engineering | 2002–2006 | R&D and product development leadership. |
| Intuitive Surgical, Inc. | Other roles | 1996–2002 | Early operating roles; co‑inventor on 50+ patents at Intuitive. |
| SRI International | Member of core team for computer‑enhanced surgery | 1992–1996 | Foundational technology development for robotic surgery. |
| NASA (human factors research lab) | Research (early career) | Early career | Human factors research background. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intuitive Surgical, Inc. | Director | 2009–present | Current public company directorship. |
| Affymetrix, Inc. | Director | 2009–2016 | Prior public board service. |
| Silicon Valley Leadership Group | Board Member | 2020–2023 | Public policy association (non-profit). |
Board Governance
- Independence: The Board determined Dr. Guthart is independent under Nasdaq standards. All Board committees are 100% independent.
- Committees: Member—Audit Committee; member—Science & Technology Committee. The Board designated him an “audit committee financial expert.”
- Attendance and engagement: In fiscal 2024, each director attended at least 75% of Board and committee meetings; the Board met 9 times; committee meetings held—Audit (10), Compensation (7), Nominating/Corporate Governance (5), Science & Technology (4).
- Board leadership and evaluations: Independent Chair (Scott Gottlieb); annual third‑party board and committee effectiveness evaluations conducted by the Nominating/Corporate Governance Committee.
- Outside board limits policy: Directors limited to ≤4 public boards; public-company CEOs should sit on at most one public company board other than Illumina and their own company’s board. Dr. Guthart (CEO of Intuitive) serves on Intuitive’s board and Illumina’s board, consistent with policy.
Fixed Compensation
Structure and 2024 actuals (non‑employee director program):
- Cash retainer: $75,000; Committee member fees: Audit $15,000; Science & Technology $10,000 (unchanged in 2024). Chair retainers: Board Chair $75,000 in 2024 (increased to $100,000 beginning 2025).
- 2024 actual for Dr. Guthart: Cash fees $100,000; Equity grant date fair value $300,114; Total $400,114.
| Item | Amount ($) |
|---|---|
| Annual cash retainer (2024 program) | $75,000 |
| Audit Committee member fee | $15,000 |
| Science & Technology Committee member fee | $10,000 |
| Total cash fees paid to Dr. Guthart (2024) | $100,000 |
| Stock awards (grant date fair value, 2024) | $300,114 |
| Total compensation (2024) | $400,114 |
Additional features:
- Directors may elect to receive shares in lieu of all cash fees, issued quarterly at weighted average closing price; for 2024, another director (Ullem) elected this; the program is available to all non‑employee directors.
Performance Compensation
Equity awards for non‑employee directors are time‑based RSUs (no performance metrics):
| Award Type | Grant Date | Units/Value | Vesting | Settlement Options |
|---|---|---|---|---|
| Annual RSU | May 16, 2024 | 2,675 RSUs valued at $300,114 (at $112.19/share) | Vest on earlier of first anniversary or day prior to next annual meeting, subject to service | Director may elect settlement in cash, stock, or a combination |
| Sources | ||||
- Data/citations for the above: Each non‑employee director received 2,675 RSUs on May 16, 2024 with $112.19 per‑share value ($300,114 grant date fair value); annual director RSUs are valued at ~$300,000 and vest as described, with settlement election at grant.
Program safeguards:
- Equity plan prohibits option/SAR repricing, pays no dividends on unvested awards, has no single‑trigger vesting on change in control, includes clawback coverage, and imposes limits on non‑employee director compensation.
Note: No option awards were granted to non‑employee directors in 2024.
Other Directorships & Interlocks
| Company | Relationship to ILMN | Role/Committee | Potential Conflict Notes |
|---|---|---|---|
| Intuitive Surgical, Inc. | Unrelated; med‑tech robotic surgery | Director; also CEO of ISRG | Company policy reviewed related‑party transactions; none occurred in fiscal 2024. Outside board service within policy for public‑company CEOs. |
| Affymetrix, Inc. (prior) | None (historic) | Director (2009–2016) | Prior service only. |
Expertise & Qualifications
- Financial expertise: Designated an “audit committee financial expert” under SEC rules; financially sophisticated under Nasdaq standards.
- Technical and life sciences expertise: Career in surgical robotics and engineering; co‑inventor on 50+ patents at Intuitive; early research roles at SRI and NASA.
- Public company leadership: Long‑tenured public‑company CEO with international, regulatory, and risk oversight experience highlighted in Board skills matrix.
Equity Ownership
| Metric | Value | As‑of Date |
|---|---|---|
| Common stock beneficially owned | 12,650 shares; <1% of outstanding | March 26, 2025 |
| Stock options exercisable within 60 days | 0 | March 26, 2025 |
| Unvested RSUs outstanding (director awards) | 2,675 | December 29, 2024 |
Additional alignment policies:
- Stock ownership guideline for non‑employee directors: 5x annual retainer; 5‑year compliance window; unvested RSUs count toward guideline (PSUs/options do not). Individual compliance status is not disclosed.
- Hedging/pledging: Directors and executive officers are prohibited from short sales, hedging, pledging, or derivatives on company stock.
Governance Assessment
-
Positives for investor confidence
- Independent director with dual committee service (Audit; Science & Technology) and “audit committee financial expert” designation, strengthening financial oversight and technology/R&D governance.
- Robust attendance/engagement framework: Board met 9 times; committees active (Audit 10; S&T 4); each director met at least the 75% attendance threshold in 2024.
- Pay structure emphasizes equity alignment (annual ~$300k RSU grant; no options; clawback applies through plan/policy; no single‑trigger CIC; no dividend on unvested).
- Ownership alignment policy (5x retainer) and strict prohibition on hedging/pledging.
- No related‑party transactions in fiscal 2024.
-
Watch items
- Time commitments: As a sitting public‑company CEO and director on his own company’s board, outside service at Illumina is within stated policy for CEOs, but time demands should continue to be monitored.
- Individual ownership guideline compliance is not disclosed by director; only policy framework is disclosed.
-
RED FLAGS
- None observed in company disclosures for 2024–2025 regarding related‑party transactions, hedging/pledging, option repricings, or attendance shortfalls.