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Jacob Thaysen

Jacob Thaysen

Chief Executive Officer at ILLUMINAILLUMINA
CEO
Executive
Board

About Jacob Thaysen

Illumina’s CEO since September 25, 2023 (age 49), with M.Sc. and Ph.D. in Physics from the Technical University of Denmark. Prior roles include leading Agilent’s Life Sciences & Applied Markets Group and its Diagnostics & Genomics Group, with deep operating experience across genomics tools, clinical diagnostics, R&D, and commercial execution . During his tenure, Core Illumina delivered 2024 revenue of $4.33B (-2% YoY) and non-GAAP operating profit of $922M (+4% YoY), alongside margin improvement and resumed buybacks . Over 2020–2024, Company TSR underperformed peers (value of $100 fell to $41.86 vs $118.54 for the NASDAQ Biotech Index peer group) .

Past Roles

OrganizationRoleYearsStrategic impact
IlluminaChief Executive Officer2023–presentReset strategy toward profitable growth; NovaSeq X transition; operational excellence initiatives
Agilent TechnologiesSVP, President Life Sciences & Applied Markets Group2018–2023Drove largest division; operating margin ~30% in 2022; led instrument/informatics portfolio and cell analysis expansion
Agilent TechnologiesSVP, President Diagnostics & Genomics Group2014–2018Built foundation for diagnostics and clinical growth
Dako (acquired by Agilent)Corporate VP, R&D (and prior roles)2010–2013Advanced cancer diagnostics R&D platforms

External Roles

OrganizationRoleYearsNotes
ALDA (Analytical, Life Science & Diagnostics Association)Chair2023–presentIndustry advocacy and network leadership
Other public company boardsNone reported (0 other boards)

Fixed Compensation

Element20232024Notes
Base salary$1,000,000 $1,000,000 CEO salary unchanged YoY
Target annual bonus (% salary)125% (effective 2024) 125% Established in offer letter; applies from 2024
Actual annual bonus (VCP)N/A (no 2023 VCP) $1,162,500 (93% of target) 2024 payout based on Company performance
Sign-on cash$500,000 (clawback if resign/for-cause within 2 yrs) Make-whole for prior employer bonus

Performance Compensation

  • Annual bonus structure (2024): Two metrics equally weighted 50%/50% — Core Illumina Revenue and Core Illumina Non-GAAP Operating Income, with 0–200% payout curve; 2024 result: 93% of target .
2024 VCP MetricThreshold ($M)Target ($M)Maximum ($M)Actual ($M)AchievementPayout vs Target
Core Revenue (50%)4,194 4,461 4,727 4,369 83% 50%
Core Non-GAAP Op Income (50%)1,027 1,261 1,417 1,265 103% 100%
Total93%
  • Equity structure and metrics:
    • 2024 annual grant mix: 70% PSUs (Operating Margin 3-year average + 3-year rTSR vs NASDAQ Biotech Index), 30% RSUs; PSU cap 200% of target; if 3-year absolute TSR is negative, rTSR PSU payout capped at 100% .
    • CEO post-vesting 12-month holding requirement on annual equity .
GrantGrant dateTypeShares/TargetGrant date FVVestingPerformance metric
Annual PSUs (rTSR)Mar 5, 2024PSU26,508 target $4,806,220 Cliff Jan 3, 2027 3-yr rTSR vs NASDAQ Biotech; cap 200%; 100% cap if abs TSR<0
Annual PSUs (Op Margin)Mar 5, 2024PSU26,508 target $3,500,064 Cliff Jan 3, 2027 3-yr avg Operating Margin; cap 200%
Annual RSUsMar 5, 2024RSU22,722 $3,000,132 25%/yr over 4 yrs Service-vesting
Matching RSUs (1:1 open-market buys)Mar 5, 2024RSU7,575 $1,000,134 100% on Mar 5, 2027; must hold purchased shares Service + holding
Make-whole PSUsOct 5, 2023PSU17,572 target $2,844,553 Cliff Dec 28, 2025 3-yr rTSR vs NASDAQ Biotech
Make-whole RSUsOct 5, 2023RSU7,531 $1,050,047 1/3 annually over 3 yrs Service-vesting
  • Historical PSU outcomes: 2021–2023 EPS PSUs paid 0% (below threshold) . 2022–2024 and 2023–2024 PSU plans (as disclosed in 2025) also paid 0% for EPS components, reflecting strict goals and aligning with “pay for performance” .

Equity Ownership & Alignment

ItemDetail
Beneficial ownership12,594 shares as of Mar 26, 2025 (<1% outstanding)
Outstanding CEO equity (12/27/2024)Examples: 22,722 RSUs ($3.07M), 7,575 matching RSUs ($1.03M), PSU targets 26,508 (rTSR) and 26,508 (Op Margin) outstanding at target; market value at $135.27 used for tabulation
Ownership guidelinesCEO: 6x base salary; RSUs count; PSUs and options do not; 5-year compliance period
Holding requirement12-month post-vesting hold on CEO annual equity
Hedging/pledgingProhibited for directors and executive officers

Vesting-driven selling pressure signals:

  • Annual RSUs vest 25% per year (2024 grant), while 2023 make-whole RSUs vest over 3 years; matching RSUs cliff-vest in 2027 — creates clustered 2025–2027 vesting events. However, 12-month post-vesting hold on annual equity and guideline retention requirements moderate near-term sale capacity .

Employment Terms

  • Start date and role: Appointed CEO effective September 25, 2023; concurrently appointed to the Board (no extra director pay) .
  • Offer letter key terms: Salary $1,000,000; 2024 target bonus 125% of salary; annual equity target $10,000,000 (70% PSUs/30% RSUs) with 12-month post-vesting hold; $500,000 sign-on cash (2-year clawback on resign/for-cause); make-whole equity ($3.5M, 70% PSUs/30% RSUs); RSU matching up to $1,000,000 for open-market purchases; relocation stipend of $15,000/month through June 30, 2024 .
  • Change-in-control (CIC) agreement (auto-renewing term; double-trigger within 2 years post-CIC): 2x (salary + greater of target or last bonus), pro-rata target bonus, up to 24 months COBRA at active rates, perquisites continuation 24 months, full vesting of unvested equity at 100% achievement, and up to 2 years outplacement; best-net cutback (no excise tax gross-up); arbitration; California law .

Performance & Track Record

Metric2020 base2024 resultPeer/Context
TSR – $100 initial value$100 (base)$41.86Peer group $118.54 (NASDAQ Biotech Index)
Core Illumina Revenue$4.33B (FY24, -2% YoY; FY23 $4.44B)
Core GAAP Operating Profit$1.47B (FY24, +167% YoY)
Core Non-GAAP Operating Profit$922M (FY24, +4% YoY)

Qualitative highlights under Thaysen:

  • Strategic reset toward “high single-digit revenue growth by 2027,” cost actions >$100M run-rate savings, NovaSeq X adoption, product/chemistry rollouts, and entry scaling into multiomics; completed GRAIL separation in June 2024 and refreshed Board/committee leadership .

Execution risk:

  • TSR underperformance vs peers, multi-year PSU non-payouts on EPS metrics, and continued macro headwinds (funding, China restrictions) cited in governance/forward-looking disclosures .

Board Governance (Director Service by CEO)

  • Board role: Director since 2023; no committee assignments; other public company boards: 0 .
  • Independence: Independent Chair (Scott Gottlieb) elected March 2025; all committees 100% independent; CEO is not Chair, mitigating dual-role concerns .
  • Attendance and meetings: Board held 9 meetings in 2024; committees: Audit 10, Compensation 7, Nominating/Corporate Governance 5, Science & Technology 4; executive sessions of independent directors held regularly .
  • Director compensation: CEO receives no additional compensation for director service .

Director Compensation (Context, not paid to CEO)

  • Non-employee directors receivable: $75,000 cash retainer, committee fees (chairs/members), and ~$300,000 annual RSU (one-year vest); independent Chair retainer increased to $100,000 in 2025 .

Say-on-Pay & Shareholder Feedback

  • 2024 Annual Meeting Say-on-Pay passed: For 113,511,456; Against 16,719,619; Abstain 1,063,352; broker non-votes 10,538,646 .
  • Compensation design changes reflecting feedback: VCP moved to full-year period; PSU mix raised to 70%; all PSUs now 3-year periods; CEO 6x ownership + 12-month post-vest hold; RSU match for open-market purchases .

Compensation Peer Group (for benchmarking)

  • Emphasis shifted toward life science peers; examples include Agilent, Biogen, DexCom, Edwards Lifesciences, Intuitive Surgical, KLA, Mettler-Toledo, Palo Alto Networks, Regeneron, ResMed, Vertex, Waters, West Pharma, Align, IDEXX, Hologic, Cooper .
  • No fixed percentile targeting; market data is one input alongside internal factors and judgment .

Compensation Structure Analysis

  • Strong at-risk pay mix: >85% of executive target comp at risk; CEO annual equity 70% PSUs tied to multi-year goals; post-vest holding and higher ownership requirement align with investor preferences .
  • Discipline on outcomes: Multi-year EPS PSUs paid 0% for 2021–2023; 2024 annual bonus paid below target (93%), reflecting mixed top-line vs margin performance .
  • Potential dilution managed: 3-year average burn rate ~1.8%; 2025 plan proposes an additional 7.9M shares with overhang disclosure (10.48% raw; 9.48% diluted) .

Risk Indicators & Red Flags

  • Hedging/pledging prohibited; robust clawback compliant with SEC/Nasdaq .
  • Double-trigger CIC with best-net cutback (no tax gross-up) .
  • TSR underperformance vs peers and prior multi-year EPS PSU non-payouts highlight execution risk and potential incentive recalibration pressure .

Equity Ownership & Beneficial Ownership Table (Selected CEO line)

NameCommon Stock Beneficially OwnedOptions Ex. in 60 daysTotal Beneficial%
Jacob Thaysen12,594 0 12,594 * (<1%)

Employment & Contracts (Key Economics)

ProvisionCEO Terms
CIC severance multiple2x (base + greater of target/last bonus)
Bonus pro-rata on terminationYes (target)
COBRA/perqs continuation24 months
Equity vesting on CIC+terminationFull acceleration at 100% achievement
OutplacementUp to 2 years
Agreement term3 years, auto-renews annually unless 90-days notice
Arbitration / lawArbitration; California law

Investment Implications

  • Alignment improving: Higher PSUs (70%), tougher multi-year goals (Operating Margin+rTSR), ownership/holding policies, and clawbacks tie realized pay more tightly to sustained value creation .
  • Retention risk is moderate near term: Multi-year RSU/PSU overhang and CIC terms support stability; matching RSU cliff and post-vest hold reduce immediate liquidity, limiting near-term selling pressure .
  • Execution is the lever: 2024 margin progress and VCP payout below target reflect mixed fundamentals; TSR underperformance vs peers underscores need for durable growth/margin expansion to drive PSU outcomes and investor confidence .
  • Governance mitigants: Independent Chair, 100% independent committees, no hedging/pledging, no tax gross-up; 2024 Say-on-Pay support suggests investor buy-in to redesigned incentives .