Robert Epstein
ILLUMINAAbout Robert S. Epstein
Independent director since 2012, age 69, and a physician-executive with deep expertise in market access, reimbursement, and evidence generation for diagnostics. Education includes a B.S. and M.D. from the University of Michigan (six-year program) and an M.S. in Preventive Medicine from the University of Maryland. He currently serves as CEO & Co‑Founder of Epstein Health LLC and brings significant life sciences and regulatory domain knowledge to ILMN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medco/UBC | Chief Medical Officer; later Chief R&D Officer and President, Medco‑UBC (global pharma services focused on market access/personalized medicine) | CMO 1997–2010; Chief R&D Officer & President 2010–2012 | Led personalized medicine testing, outcomes research; Medco ranked #3 most innovative by Fortune for this work |
| Epstein Health LLC | CEO & Co‑Founder | 2012–present | Advises PE investors and healthcare tech companies on innovation, market access |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Veracyte, Inc. | Director; Chair | Director since 2015; Chair since 2023 | Public genomics diagnostics company; board leadership role |
| Fate Therapeutics, Inc. | Director | Since 2014 | Public biotech company |
| Tasso, Inc. | Director | Since 2023 | Private company |
| Diadem srl | Director | Since 2022 | Private company |
| PinkDx, Inc. | Director | Since 2024 | Private company |
| Proteus Digital Health | Director | 2013–2020 | Prior private role |
| Decipher Biosciences | Chairman | 2019–2021 | Prior private role |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 7 |
| Nominating/Corporate Governance | Member | 5 |
- Independence: Board determined Dr. Epstein is independent under Nasdaq listing standards .
- Attendance: Each director attended at least 75% of aggregate Board and relevant committee meetings in fiscal 2024; Board held 9 meetings; executive sessions of independent directors were regularly held .
- Committee effectiveness: Compensation Committee uses an independent consultant (Aon); 2024 review found no consultant conflicts; oversight includes director pay and executive comp governance .
- Stockholder engagement: Board conducted proactive outreach in fall 2024 to holders of >50% of shares .
- Structural safeguards: Independent Chair; all standing committees 100% independent; clear risk oversight allocation across committees .
Fixed Compensation
| Component | Program Terms (FY 2024) | Epstein Actual (FY 2024) |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Included in $101,126 total cash fees |
| Committee membership fees (cash) | Compensation: $15,000 member; Nominating/Corporate Governance: $10,000 member | Included in $101,126 total cash fees |
| Committee chair fees (cash) | Comp Chair $25,000; Nom/Gov Chair $15,000 (not applicable to Epstein) | $0 (not a chair) |
| Meeting fees | None disclosed | N/A |
| Total cash fees | — | $101,126 |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant‑Date Fair Value | Vesting | Settlement |
|---|---|---|---|---|---|
| Annual RSUs | May 16, 2024 | 2,675 | $300,114 | Vests on the earlier of first anniversary or day prior to next annual meeting, subject to continued service | Director may elect cash, stock, or combination |
| Stock options | — | — | — | None granted | N/A |
| PSUs/performance metrics | — | — | — | Not applicable to director awards | N/A |
- Director equity is time‑based RSUs; no performance metrics or option awards are used for non‑employee directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Industry Overlap |
|---|---|---|
| Veracyte, Inc. | Chair | Diagnostics/genomics adjacent to ILMN’s markets |
| Fate Therapeutics, Inc. | Director | Biotech (cell therapy) |
- Related-party transactions: None occurred in fiscal 2024; Compensation Committee reported no interlocks or related-party transactions involving its members (including Dr. Epstein) in 2024 .
Expertise & Qualifications
- Reimbursement and payer evidence: Extensive practical knowledge of how molecular diagnostic tests are reimbursed and evaluated by payers/evidentiary authorities .
- Scientific/clinical markets: Deep life sciences and regulatory experience supporting ILMN’s shift to clinical and FDA‑regulated markets .
- Skills matrix: Technology & innovation, life sciences, public company executive, risk oversight/management indicated among his competencies .
- Publications and leadership: 100+ peer‑reviewed articles; prior leadership in pharmacoeconomics (ISPOR president) .
- Education: B.S. & M.D. (University of Michigan); M.S. Preventive Medicine (University of Maryland) .
Equity Ownership
| Metric | Value | As‑of |
|---|---|---|
| Common stock beneficially owned | 18,359 shares (<1%) | March 26, 2025 |
| Unvested RSUs outstanding | 2,675 | December 29, 2024 |
| Hedging/pledging | Prohibited by ILMN Insider Trading Policy for directors and executives | Policy current |
- Stock ownership guidelines: Non‑employee directors required to hold 5x annual retainer; unvested RSUs count toward compliance; PSUs/options do not .
Governance Assessment
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Strengths
- Independent director with relevant domain expertise for ILMN’s clinical expansion; active on Compensation and Nominating/Governance committees .
- Strong governance architecture: independent Chair, independent committees, clawback policy aligned with Dodd‑Frank/Nasdaq, anti‑hedging/pledging policy .
- Director pay structure balanced with majority equity via annual RSUs; program reviewed by independent consultant; proposed cap on total non‑employee director compensation ($1.0M first year; $750k thereafter) enhances pay governance .
-
Watch items
- External chair role at Veracyte (diagnostics) warrants ongoing monitoring for potential competitive or transactional overlaps; ILMN disclosed no related‑party transactions in 2024 and Compensation Committee reported no interlocks, which mitigates near‑term conflict risk .
- Attendance disclosures are aggregate (≥75% for all directors) rather than director‑specific; continued tracking of individual attendance would further enhance transparency .
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Overall signal: Board effectiveness and independence appear solid, with robust committee refreshes and risk oversight; compensation governance (ownership guidelines, clawback, anti‑hedging) supports alignment with shareholders .