Scott Ullem

About Scott B. Ullem

Scott B. Ullem (age 58) is an independent director at Illumina and Chair of the Audit Committee; he is designated an “audit committee financial expert” under SEC rules . He joined Illumina’s board in 2023 and serves as CFO of Edwards Lifesciences . He holds a B.A. from DePauw University and an MBA from Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence and roles: Ullem is independent and serves as Audit Committee Chair; he is an SEC-defined audit committee financial expert; all Audit members are independent and financially literate .
• Committee structure and cadence: FY2024 meetings — Board (9), Audit (10), Compensation (7), Nominating/Corporate Governance (5), Science & Technology (4) .
• Attendance: Each director attended at least 75% of aggregate Board/committee meetings in FY2024; the Board regularly holds executive sessions of independent directors .
• 2025 committee refresh: In March 2025, the Board appointed Scott Ullem as Audit Committee Chair following board refresh actions .

Fixed Compensation

Notes: Committee cash fees unchanged vs prior year; Science & Technology Chair fee increased to $20,000 effective 2025 (not applicable to Audit) .

Performance Compensation

Non-employee directors receive fixed-value annual RSU grants; vesting is time-based (not performance-based), aligning director pay with shareholder outcomes via equity value exposure .

No director performance metrics are attached to director equity; grants are time-based to preserve independence and governance best practice .

Other Directorships & Interlocks

• Current public company boards: 0 (per Board profile table) .
• Prior public company board: Berry Global Group (2016–2024) .
• Potential interlocks/conflicts: Edwards Lifesciences is in Illumina’s 2024 compensation peer group; Ullem is CFO of Edwards, but he is not on Illumina’s Compensation Committee (he chairs Audit), reducing pay benchmarking interlock risk .

Expertise & Qualifications

• Finance/accounting: Audit committee financial expert under SEC rules; extensive CFO experience .
• Capital markets/M&A: Senior IB roles at Goldman Sachs and Bank of America .
• Industry: Executive experience in medical technology supports healthcare market understanding .

Equity Ownership

Insider activity (Form 4) — recent pattern of equity awards and routine tax withholdings:

Note: Awards reflect equity components and quarterly stock in lieu of cash elections; “F” denotes shares withheld to cover taxes, a common administrative settlement method .

Governance Assessment

• Strengths for investor confidence

  • Independent Audit Chair with deep CFO and capital markets background; designated SEC “financial expert,” enhancing financial reporting and risk oversight .
  • Chose shares in lieu of cash for 2024, and receives substantial equity-based compensation, signaling alignment with shareholders; subject to 5x-retainer ownership guidelines and anti-hedging/pledging policy .
  • Board and committee attendance at or above 75% threshold; robust committee cadence; executive sessions of independent directors conducted regularly, supporting independent oversight .

• Potential risks/red flags

  • Interlock optics: Ullem is CFO at Edwards Lifesciences, which is in Illumina’s compensation peer group; however, he does not serve on ILMN’s Compensation Committee (he chairs Audit), and the proxy discloses no compensation committee interlocks in FY2024, mitigating pay-setting conflicts .
  • Workload oversight: Illumina’s governance guidelines cap outside public boards at four; Ullem currently holds no other public company boards (besides ILMN), reducing overboarding risk .
  • Related parties: The company reports no related party transactions in FY2024, and no issues involving the Compensation Committee; continues to be monitored as best practice .

• Director compensation transparency

  • FY2024 compensation was balanced and market-consistent: $90,000 cash-equivalent fees (taken in stock) and $300,114 in RSUs, totaling $390,114; no options issued; pay design unchanged vs prior year for directors .

Director Compensation (FY2024)

Program design highlights: Annual equity grant of $300,000 in RSUs, vesting on first anniversary/next annual meeting; stock-in-lieu alternative for cash retainers; director pay cap proposal ($1.0M first year; $0.75M thereafter) under the 2015 Plan amendment; robust clawback and no re-pricing provisions .

Independence, Attendance & Engagement

• Independent director; all standing committees are fully independent .
• Attendance: At least 75% of aggregate Board and committee meetings in FY2024 (Board held 9 meetings) .
• Stockholder engagement: The Board conducted proactive outreach in Fall 2024 to holders of >50% of outstanding shares; board maintains robust governance disclosures and committee charters .

Employment & Contracts

• Director since 2023; non-employee director (no employment contract with Illumina); Ullem’s principal occupation is CFO of Edwards Lifesciences .

Related Party Transactions & Risk Indicators

• Related party transactions: None in FY2024 .
• Compensation committee interlocks: None in FY2024; no members were company officers; no cross-board interlocks disclosed .
• Hedging/pledging: Prohibited for directors and executives by policy .

Say-on-Pay & Shareholder Feedback (context)

• ILMN emphasizes pay-for-performance for executives, strong ownership and clawback policies; Board considers shareholder feedback and holds annual Say-on-Pay votes (directors oversee, but Ullem is not on Comp Committee) .

Summary Implications

• Ullem’s profile (independent Audit Chair, financial expert, stock-in-lieu election) is supportive of audit quality, risk oversight, and alignment with shareholders. The only notable watchpoint is Edwards’ inclusion in ILMN’s compensation peer set, which is mitigated by his non-membership on the Compensation Committee and the absence of interlocks or related-party dealings reported in FY2024 .