Scott Gottlieb
ILLUMINAAbout Scott Gottlieb
Scott Gottlieb, M.D. (age 52) is Illumina’s Independent Chair of the Board (elected March 28, 2025) and has served as a director since 2020; he is a former FDA Commissioner (2017–2019), a partner at New Enterprise Associates (NEA), and a senior fellow at the American Enterprise Institute (AEI) . He holds a B.A. in Economics from Wesleyan University and an M.D. from Mount Sinai School of Medicine of NYU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food & Drug Administration | Commissioner (23rd) | 2017–2019 | Led FDA policy; deep regulatory experience relevant to clinical markets . |
| U.S. Food & Drug Administration | Deputy Commissioner for Medical and Scientific Affairs | 2005–2007 | Senior leadership on medical and scientific policy . |
| U.S. Food & Drug Administration | Senior Advisor for Medical Technology to the Commissioner | 2003–2004 | Advised on medical technology . |
| New Enterprise Associates | Venture Partner | 2007–2017 | Private-sector investing experience in healthcare/biotech . |
External Roles
| Organization | Role | Since | Type |
|---|---|---|---|
| Pfizer, Inc. | Director | 2019 | Public company board . |
| Tempus AI, Inc. | Director | 2019 | Public company board . |
| Mount Sinai Medical System, Inc. | Board/Trustee role | 2023 | Non-public board . |
| Commanche Biopharma | Board role | 2023 | Private company . |
| National Resilience, Inc. | Board role | 2020 | Private company . |
| Aetion, Inc. | Board role | 2019 | Private company . |
| Xaira Therapeutics | Board role | 2024 | Private company . |
Board Governance
- Role and independence: Independent Chair of the Board; Illumina’s committees are 100% independent and the Board majority is independent (all except the CEO) .
- Committee assignments: Served on Illumina’s Compensation Committee during fiscal 2024; current standing committee chairs are Ullem (Audit), Siegel (Compensation), and Richo (Nominating/Corporate Governance); Gottlieb is not listed among current committee members in 2025 .
- Attendance and engagement: Board held 9 meetings in fiscal 2024; each director attended at least 75% of Board/committee meetings during their service; committee meetings in 2024: Audit (10), Compensation (7), Nominating/Corporate Governance (5), Science & Technology (4) .
- Outside board service policy: Directors limited to at most four public boards (including Illumina); Gottlieb’s other public boards (Pfizer, Tempus AI) keep him within this limit .
- Executive sessions: Independent directors meet in executive session after in‑person Board meetings .
Fixed Compensation
| Component | 2024 Policy | 2025 Policy | Gottlieb 2024 Actual ($) |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $75,000 | $75,000 (unchanged) | $103,942 (fees earned/paid in cash) |
| Committee fees – Chair | Audit $25k; Comp $25k; Nominating $15k; S&T $15k | S&T Chair increased to $20k (others unchanged) | Included in fees line item |
| Committee fees – Member | Audit $15k; Comp $15k; Nominating $10k; S&T $10k | Unchanged | Included in fees line item |
| Board Chair cash retainer (independent) | $75,000 | $100,000 (effective 2025) | N/A for 2024 (became Chair 3/28/2025) |
Notes: Illumina permits directors to elect stock in lieu of all cash fees; shares are issued quarterly at weighted average price; Ullem elected this in 2024 (Gottlieb’s election not indicated) .
Performance Compensation
Directors receive time‑vesting RSUs; no performance metrics apply to director equity grants. Standard annual grant is RSUs valued at $300,000, vesting at the earlier of one year or the day before the next annual meeting, subject to continued service .
| Grant Date | Instrument | Shares/Units | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| May 16, 2024 | Annual RSU (standard program) | 2,675 RSUs to each then-serving non‑employee director | $300,114 per director (based on $112.19) | Earlier of 1 year or day before next annual meeting |
| Dec 29, 2024 (year‑end status) | Unvested RSUs outstanding (Gottlieb) | 2,675 RSUs | N/A | As scheduled per award terms |
| May 21, 2025 | Form 4 reported award (Gottlieb) | 3,780 shares (award) | Reported as award; price $0 (grant) | Annual program vests per director policy |
No stock options were granted to directors in 2024 (Option Awards column shows “—”) .
Other Directorships & Interlocks
- Current public company boards: Pfizer, Tempus AI .
- Compensation Committee interlocks: In 2024, the Compensation Committee included Susan Siegel, Robert Epstein, Scott Gottlieb, and Andrew Teno; no interlocks or related party transactions involving Compensation Committee members occurred in 2024 .
- Related party transactions: Company states none occurred in fiscal 2024 .
Expertise & Qualifications
- Regulatory and policy expert; former FDA Commissioner; recognized voice in health policy media (WSJ columnist; contributor CNBC/CBS) .
- Public company governance experience (Pfizer, Tempus AI) .
- Board skillset emphasizes regulatory oversight and risk management pertinent to Illumina’s FDA‑regulated and clinical expansion .
Equity Ownership
| As-of Date | Common Stock Beneficially Owned | Options Exercisable within 60 Days | Unvested RSUs | Percent of Shares Outstanding |
|---|---|---|---|---|
| Mar 26, 2025 | 8,243 shares | 0 | — (see Dec 29, 2024 line) | <1% |
| Dec 29, 2024 (year-end status) | — | — | 2,675 unvested RSUs | — |
Additional alignment policies:
- Stock ownership guidelines: Non‑employee directors must hold 5x annual retainer; RSUs count; compliance assessed over 5 years; individual compliance status not disclosed .
- Hedging/pledging: Prohibited for directors under Illumina’s Insider Trading Policy .
Insider Trades (Form 4 summary – Scott Gottlieb)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| May 16, 2024 | A – Award | 2,622 | $0.00 | 8,190 | https://www.sec.gov/Archives/edgar/data/1110803/000112760224015930/0001127602-24-015930-index.htm |
| May 21, 2025 | A – Award | 3,780 | $0.00 | 12,023 | https://www.sec.gov/Archives/edgar/data/1110803/000112760225015511/0001127602-25-015511-index.htm |
| Nov 3, 2025 | P – Open market purchase | 500 | $122.13 | 12,523 | https://www.sec.gov/Archives/edgar/data/1110803/000111080325000076/0001110803-25-000076-index.htm |
Note: Beneficial ownership table in the proxy shows 8,243 shares for Gottlieb as of March 26, 2025; subsequent Form 4 transactions increased reported holdings thereafter and SEC URLs above.
Governance Assessment
- Positives for investor confidence: Independent Chair role enhances oversight; committees are fully independent; company reports no related party transactions; and an open‑market purchase in November 2025 indicates direct alignment via incremental personal ownership .
- Workload and interlocks: Board‑service limit policy is observed (Pfizer, Tempus AI), reducing overboarding risk; compensation interlocks not present in 2024 .
- Engagement: Board and committee activity levels were high in 2024, with at least 75% attendance by each director and regular executive sessions of independent directors .