Scott Davies
ILLUMINAAbout Scott Davies
Scott Davies is Chief Legal Officer of Illumina (appointed 2025) and has been with the company since 2009, previously serving as Interim General Counsel & Secretary (2024–2025) and VP, Legal – Chief Corporate Counsel and Assistant Secretary (2016–2024) . He is 55 years old . Company context during his recent tenure: FY2024 Core Illumina revenue was $4,332 million and net income was $(1,223) million; the “value of $100” TSR metric stood at $41.86 vs $118.54 for the NASDAQ Biotechnology Index peer set, framing incentive outcomes and retention dynamics into 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Illumina | Chief Legal Officer | 2025–Present | Oversees legal, governance, and disclosure; signs SEC filings and corporate actions as CLO/Secretary . |
| Illumina | Interim General Counsel & Secretary | 2024–2025 | Transition leadership of legal function during GC succession; acted as corporate Secretary . |
| Illumina | VP, Legal – Chief Corporate Counsel & Assistant Secretary | 2016–2024 | Led corporate legal, governance, and transactional support . |
| Illumina (joined) | Legal roles (not itemized) | 2009–2016 | Long-tenured legal leader; continuity for major transactions (e.g., GRAIL structure) . |
Fixed Compensation
- Illumina’s program: base salary is the only fixed pay component; set to market for role scope and experience .
- Benchmark for GC function: Former General Counsel & Secretary (Charles Dadswell) FY2024 base salary was $620,000 (for context) .
- Note: Davies was not a named executive officer (NEO) in FY2024, so his individual base salary, bonus and equity grant values were not itemized in the Summary Compensation Table .
Performance Compensation
Annual Cash Incentive (VCP) – Design and FY2024 Results Context
| Element | Detail |
|---|---|
| Metric basis | 100% Company performance vs preset financial and operational goals (executive officers) . |
| Target % of salary | Increased from 60% to 65% for executives other than CEO in FY2024 (CEO 125%) . |
| FY2024 payout context | NEO payouts ranged from 52%–93% of target depending on role/tenure; examples: CCO 52%, CTO 92%, CFO 66%, COO 91%, GC 92% . |
Long-Term Incentives – PSU/RSU Structure
| Metric | Weighting | Target/Range | Vesting/Period | Notes |
|---|---|---|---|---|
| Relative TSR vs select NASDAQ Biotechnology Index peers | 50% of PSU grant (equal split) | Payout 0%–200% of target shares | 3-year, cliff vesting at end of period; FY2024 cycle vests Jan 3, 2027 | Design emphasizes shareholder alignment . |
| 3-year average Operating Margin | 50% of PSU grant (equal split) | Payout 0%–200% of target shares | 3-year, cliff vesting at end of period; FY2024 cycle vests Jan 3, 2027 | Focus on operational excellence . |
| RSUs (time-based) | N/A | N/A | Typical 25% annual vest over 4 years; some awards 100% cliff at ~3 years | No stock options issued in FY2024 . |
Historical PSU outcome reference: Legacy EPS-based PSUs covering 2022–2024 and 2023–2024 performance periods paid 0% (threshold not achieved), demonstrating pay-for-performance discipline .
Equity Ownership & Alignment
- Stock ownership guidelines (apply to non-employee directors and executive officers): CEO 6x salary; Senior Vice President 2x salary; Section 16 Officer (if not covered above) 1x salary; 5-year compliance window; unvested RSUs count; unvested PSUs and options do not .
- Clawback: Dodd-Frank compliant policy enabling recovery of incentive compensation upon financial restatements regardless of executive fault .
- Insider trading policy: Prohibits short sales, hedging and pledging by directors and executive officers; sales generally via 10b5-1 plans .
- Beneficial ownership: The FY2025 proxy table lists directors and NEOs as of March 26, 2025; Davies was not a FY2024 NEO and is therefore not itemized; total group (22 persons) held 4,130,220 shares (2.6%) .
Employment Terms
- Change-in-control (CIC) severance (double-trigger): For executive officers, a qualifying termination within two years post-CIC (or specified pre-CIC window) generally provides: cash severance equal to 1x (CEO: 2x) base salary plus the greater of target annual cash incentive or most recent actual incentive; prorated target bonus for year of termination; up to 12 months COBRA subsidy (24 months for CEO); continuation of indemnification and D&O insurance up to one year; continuation of perquisites for 12 months (24 months for CEO); 100% acceleration of unvested equity; and outplacement services; “best-net” 280G cutback applies (no excise tax gross-up) .
- Equity plan CIC treatment: Awards vest only if not continued/assumed/replaced in the transaction or if the holder is terminated without cause or due to death/disability within 24 months post-CIC; acceleration outside a CIC is limited to death/disability .
- Non-CIC severance: Illumina indicates NEOs generally are not entitled to severance absent CIC; illustrative FY2023 disclosure shows no ongoing severance promises outside CIC, except as expressly negotiated in individual transitions .
Performance & Track Record
- Leadership continuity: Davies signed multiple 8-Ks as CLO/Secretary in 2025, evidencing control over disclosure and corporate actions .
- Legal/transactional experience: Served as VP and Secretary for Illumina-related transaction entities (e.g., SDG OPS, Inc./LLC) during GRAIL structuring, indicating deep involvement in complex M&A matters .
- Organization context: During FY2024, Core Illumina revenue was $4,332 million; net income was $(1,223) million; “value of $100” TSR was $41.86 (Company) vs $118.54 (Peer group), driving incentive outcomes into 2025 .
Company KPIs (context for incentive alignment)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| “Value of $100” TSR ($) | 114.49 | 60.85 | 41.90 | 41.86 |
| Peer Group TSR ($) | 125.49 | 112.78 | 117.96 | 118.54 |
| Net Income ($ millions) | 762 | (4,404) | (1,161) | (1,223) |
| Core Illumina Revenue ($ millions) | 4,519 | 4,553 | 4,438 | 4,332 |
Investment Implications
- Alignment: Davies’ incentives are governed by Illumina’s executive framework emphasizing multi-year PSUs split between rTSR and 3-year average operating margin with 0–200% leverage, plus RSUs with multi-year vesting; combined with strict clawback and prohibitions on hedging/pledging, this supports shareholder alignment and mitigates downside risk-taking .
- Retention: Double-trigger CIC terms (cash + full equity acceleration) and a 5-year ownership guideline window aid retention; his long Illumina tenure (since 2009) further lowers near-term transition risk in a period of elevated regulatory/legal complexity .
- Performance sensitivity: FY2024 VCP and historical PSU outcomes show genuine performance gating (e.g., 0% payout on EPS-linked PSUs; below-target to near-target VCP payouts), signaling that legal leadership compensation is tied to company outcomes rather than guaranteed, limiting misalignment but potentially elevating selling pressure around vesting if shares are needed to meet net share retention rules .
- Disclosure gap: Davies was not an FY2024 NEO, so individual pay/ownership detail is not provided in the proxy, reducing granularity for trading signals (e.g., insider selling cadence requires Form 4 monitoring rather than proxy review) .