Keith Meister
ILLUMINAAbout Keith A. Meister
Keith A. Meister (age 51) is an independent director of Illumina, appointed March 28, 2025. He is the Founder, Managing Partner and Chief Investment Officer of Corvex Management LP; previously he served as CEO/Principal Executive Officer and Vice Chairman of Icahn Enterprises L.P. (2003–2010) and Senior Managing Director at Icahn Partners LP (2004–2010). He holds an A.B. in Government from Harvard College. The Board has determined he is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | CEO, Principal Executive Officer, Vice Chairman of the Board | 2003–2010 | Capital allocation, governance, and restructuring experience |
| Icahn Partners LP | Senior Managing Director | 2004–2010 | Activist investing, special situations, risk oversight |
| Corvex Management LP | Founder, Managing Partner, Chief Investment Officer | 2010–Present | Public company engagement, finance and capital markets expertise |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| MGM Resorts International | Director | 2019 | Large-cap consumer/leisure governance exposure |
| GeneDx Holdings Corp. | Director | 2022 | Genomics/diagnostics board experience |
| Vestis Corporation | Director | 2024 | Services/industrial exposure |
| Prior public boards (selected) | Director | Various | Yum! Brands; Williams Companies; ADT; Ralcorp; Motorola (now Motorola Solutions) |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Mr. Meister (and all directors other than the CEO) are independent under Nasdaq standards |
| Committee assignments | As of the 2025 proxy, current committee rosters do not include Mr. Meister (Audit: Ullem-Chair, Dorsa, Guthart; Compensation: Siegel-Chair, Dorsa, Epstein; Nominating/Gov: Richo-Chair, Arnold, Epstein, Schiller; Science & Tech: Arnold-Chair, Guthart, Schiller) |
| Board tenure | Director since 2025 |
| Attendance | In 2024, each director attended at least 75% of meetings; Board held 9 meetings. Mr. Meister joined in 2025 (attendance for 2024 N/A). Committee meetings in 2024: Audit 10; Compensation 7; Nominating 5; Science & Tech 4 |
| Board leadership | Independent Chair (Scott Gottlieb) as of March 2025; all Board committees are 100% independent |
| Executive sessions | Independent directors held regular executive sessions in fiscal 2024 |
| Outside board limits | Policy limits directors to four public boards (including Illumina); additional constraints for sitting CEOs |
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $75,000 (FY2024); unchanged, with standard pro‑ration for partial service | Mr. Meister eligible pro‑rated from March 28, 2025 to the 2025 annual meeting |
| Chair of Board retainer | $100,000 beginning 2025 (was $75,000 in 2024) | Applies to Independent Chair (not Mr. Meister) |
| Committee fees – Chair | Audit $25,000; Compensation $25,000; Nominating/Gov $15,000; Science & Tech $15,000 (raised to $20,000 in 2025) | |
| Committee fees – Member | Audit $15,000; Compensation $15,000; Nominating/Gov $10,000; Science & Tech $10,000 | |
| Stock in lieu of cash | Directors may elect shares in lieu of cash fees; issued quarterly at weighted average price |
Performance Compensation
| Equity | Grant Value/Size | Vesting | Notes |
|---|---|---|---|
| Annual RSU award | $300,000 (value-based); e.g., 2,675 RSUs in 2024 | Vests on the earlier of 1st anniversary or the day prior to next annual meeting; settlement can be cash/stock | Directors receive annual RSUs; awards align director/holder interests |
| Initial RSU (new director) | $300,000 pro‑rated | Vests day prior to next annual meeting | Standard for new non-employee directors |
| Meister initial RSU | 625 RSUs | Vest May 20, 2025 | Granted upon joining on March 28, 2025; 625 RSUs vest the day before the May 21, 2025 meeting |
No stock options are granted to non-employee directors, and 2024 director awards were RSUs only.
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Comment |
|---|---|---|
| GeneDx Holdings Corp. | Sector adjacency (genomics/diagnostics) | Potential ecosystem overlap; no related-party transactions disclosed for FY2024 |
| MGM Resorts International; Vestis Corporation | Unrelated sectors | Low direct competitive/conflict risk with Illumina’s core business |
Expertise & Qualifications
- Finance, capital markets, strategic development, and risk management expertise (activist investing and multi-industry public company board experience)
- A.B., Government, Harvard College
- Board skills matrix reflects “Financial Expertise,” “International Experience,” “Public Company Executive,” and “Risk Oversight/Management” for Mr. Meister
Equity Ownership
| Holder | Form of Ownership | Amount | Percent | Notes |
|---|---|---|---|---|
| Keith A. Meister | Beneficial ownership (see footnote) | 3,948,253 | 2.5% | As of March 26, 2025; percent based on 158,263,015 shares outstanding |
| Breakdown (Corvex funds) | Common shares (for accounts of Corvex funds) | 3,579,509 | — | Corvex is investment adviser; GP controlled by Mr. Meister; he may be deemed to have or share beneficial ownership |
| Breakdown (derivatives) | Equity swaps (notional long exposure) | 368,744 | — | Cost basis $102.82, terminate Feb 11, 2028; may be physically settled by acquiring shares at $102.82 |
| Stock ownership guideline (Directors) | Policy multiple | 5x annual retainer | — | Directors must achieve within 5 years; unvested RSUs count; PSUs and options do not |
| Compliance signal | Alignment | Exceeds | — | Beneficial ownership magnitude suggests he exceeds 5x guideline |
Governance Assessment
- Independence and oversight: The Board classifies Mr. Meister as independent; he currently holds no committee seats, limiting immediate conflicts within audit/comp/nom-gov scopes while bringing capital markets expertise to the full Board.
- Skin-in-the-game: Significant beneficial ownership (~2.5%) via Corvex funds and swaps provides strong shareholder alignment, but also elevates activism dynamics and potential perceived influence. Monitoring of engagement and any shareholder proposals tied to Corvex is warranted.
- Derivative exposure red flag to monitor: Illumina’s insider trading policy prohibits directors from hedging, pledging, or “entering into any transaction with put or call options or any other security derivative” of Illumina common stock. Corvex-held equity swaps confer long exposure and are attributed to Mr. Meister for beneficial ownership purposes. Post-appointment compliance posture (e.g., exemptions, unwinds, or confirmations that policy applies solely to personal, not advised-fund, transactions) should be clarified to avoid policy misalignment risk.
- Related-party/transactions: The company reports no related-party transactions in fiscal 2024 and no compensation committee interlocks involving Mr. Meister in 2024.
- Director compensation structure: Standard, equity-heavy director pay (annual $300k RSU; $75k cash retainer) with pro-rated initial RSU (Mr. Meister: 625 RSUs vesting May 20, 2025). A new plan-level cap on total director pay ($1.0m in first year; $0.75m thereafter) further mitigates overcompensation risk.
- Attendance/engagement: Mr. Meister joined in 2025; 2024 attendance data do not apply to him. The Board held 9 meetings in 2024 and all directors met the 75% threshold; continued monitoring of his attendance and shareholder engagement will inform future assessments.
Overall signal: Mr. Meister brings deep capital allocation and governance expertise plus substantial ownership alignment. Key watch items for investors are (i) clarity on compliance with Illumina’s anti-derivatives policy given Corvex’s swap positions, and (ii) any activism-related agenda-setting versus long-term operating priorities.
Director Compensation (Program Reference)
| Component | FY2024/FY2025 Design | Comments |
|---|---|---|
| Cash retainer | $75,000 (annual) | Pro-rated for partial year |
| Committee fees | Chairs: Audit $25k; Comp $25k; N/G $15k; S&T $15k→$20k (2025); Members: $15k/$15k/$10k/$10k | |
| Annual RSU | $300,000 grant value; 1-year vest to next meeting | May settle in cash/stock |
| Initial RSU (new director) | $300,000 pro‑rated to next annual meeting | Mr. Meister: 625 RSUs vest May 20, 2025 |
| Options | None for non-employee directors | 2024 awards were RSUs only |
Notes on Insider Trades
- The proxy discloses beneficial ownership and an initial RSU grant for Mr. Meister; specific Form 4 transactions are not detailed in the proxy. No related party transactions were reported for FY2024.