Steve Barnard
ILLUMINAAbout Steve Barnard
Illumina’s Chief Technology Officer since August 9, 2023, Steve Barnard is a 64-year-old career Illumina executive who joined in 1998 as the company’s first scientist; he holds a Ph.D. in chemistry from Tufts University and a B.A. in chemistry from Connecticut College, has more than 100 patents, and led critical technology programs including NovaSeq X and the iHope rare disease initiative . Company performance context during his recent tenure includes 2024 Core Illumina revenue of $4.33B (-2% YoY), GAAP operating profit of $1.47B (+167% YoY), and non-GAAP operating profit of $922M (+4% YoY), while over the 2020–2024 period Illumina’s TSR underperformed the NASDAQ Biotechnology Index per Pay vs. Performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Illumina | Chief Technology Officer | 2023–Present | Drives core technology roadmap; leverages deep institutional knowledge to improve R&D productivity; supports NovaSeq X transition and multiomics strategy . |
| Illumina | VP & Head of Global Advanced Science | 2015–2023 | Advanced industry-leading products; leadership in assay and technology development that underpinned NovaSeq X . |
| Illumina | VP, Chemistry | 1998–2015 | Foundational contributions across synthetic chemistry, protein engineering, surface science, assay research, nanofabrication; >100 patents . |
External Roles
No public company external directorships or committee roles were disclosed for Barnard in the executive officer biographies of the 2025 proxy .
Fixed Compensation
| Year | Base Salary ($) | YoY Change | Notes |
|---|---|---|---|
| 2024 | 600,000 | 4.35% | Salary increase aligned with broad employee increases . |
| 2023 | 575,000 | — | Prior-year base salary . |
| 2024 Fixed/Other Cash | Amount ($) | Notes |
|---|---|---|
| All Other Compensation | 22,677 | Company contributions (e.g., 401(k) match true-up), executive physical, LTD premiums per program; itemized categories described in proxy . |
Performance Compensation
Annual Cash Incentive (VCP) – 2024 Design and Outcome
| Metric (Weight) | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Payout vs Target |
|---|---|---|---|---|---|
| Core Illumina Revenue (50%) | 4,194 | 4,461 | 4,727 | 4,369 | 83% |
| Core Illumina Non-GAAP Operating Income (50%) | 1,027 | 1,261 | 1,417 | 1,265 | 103% |
| Company-wide Achievement | — | — | — | — | 93% |
| Executive | Target Bonus (% of Base) | Actual Payout (% of Target) | Actual Payout ($) |
|---|---|---|---|
| Steve Barnard (CTO) | 65% | 92% | 358,963 |
Notes: For 2024, all NEO annual bonuses were 100% formulaic on Company metrics (no individual component), with a 0–200% payout range reinstated; design moved to a single 12-month period vs. prior semi-annual structure .
Long-Term Equity – 2024 Grants and Structure
| Award Type | Grant Date | Target Shares | Vesting/Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSU – Relative TSR | Mar 5, 2024 | 6,893 | Vests 100% after 3-year period ending Jan 3, 2027; payout 0–200% based on rTSR vs. NASDAQ Biotech; capped at 100% if absolute TSR negative . | 1,355,927 |
| PSU – 3-yr Avg Operating Margin | Mar 5, 2024 | 6,893 | Vests 100% after 3-year period ending Jan 3, 2027; payout 0–200% based on 3-year average Operating Margin . | 910,033 |
| RSU | Mar 5, 2024 | 5,908 | 25% annually over 4 years (service-based) . | 780,067 |
| 2024 LTI Value Mix | Amount ($) | Notes |
|---|---|---|
| PSUs (Total) | 2,265,960 | 50% rTSR and 50% Operating Margin PSUs . |
| RSUs (Total) | 780,067 | Time-vesting . |
| Total 2024 LTI | 3,046,027 | No stock options granted in 2024 . |
Historical PSU outcomes indicate rigor: the 2022–2024 and 2023–2024 PSU programs paid 0% due to not achieving threshold EPS goals, consistent with pay-for-performance .
Stock vested and realized by Barnard in 2024: 2,129 shares vested; value on vesting $309,750 (no option exercises) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 26, 2025) | 17,126 shares; <1% of outstanding (individual line marked “*”) . |
| Unvested/Outstanding Equity at FY2024 | PSUs: 3,617 (vesting 12/28/2025), 6,893 (rTSR, vesting 1/3/2027), 6,893 (Op Margin, vesting 1/3/2027). RSUs: 2,400 (25% annually), 1,753 (25% annually each Nov 5), 5,908 (25% annually each Mar 5), 2,801 (100% on 1/5/2025) . |
| Options | No stock options outstanding; none granted in 2024 . |
| Stock Ownership Guidelines | Executives subject to ownership guidelines (e.g., CEO 6x base, SVP 2x base; Section 16 officer 1x base if not covered above), with 5 years to comply; until compliant, must retain 100% of net vested RSU shares and cannot increase 10b5-1 sales via plan modification . |
| Hedging/Pledging | Prohibited for directors and executive officers (no short sales, hedging, pledging, or options on company stock) . |
| Clawback | Dodd-Frank-compliant clawback adopted; recovery required upon restatement regardless of fault . |
| Related Party Transactions | None in fiscal 2024 . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment/Role | Appointed CTO effective Aug 9, 2023; joined Illumina in 1998 . |
| Annual Incentive Plan | 2024 target bonus 65% of base salary; formulaic on revenue and non-GAAP operating income; 92% of target paid to Barnard . |
| Change-in-Control (CIC) Severance | Double-trigger: if terminated without cause or resigns for good reason within 24 months post-CIC, receives 1x base salary, 1x greater of target or last annual bonus, pro-rata current-year target bonus, COBRA contributions up to 12 months, continued indemnification/perquisites up to 12 months, and full acceleration of unvested equity at 100% of target; best-net cutback applies; no excise tax gross-up . |
| CIC Quantification (Hypothetical as of 12/31/2024) | Total $5,510,947: Salary severance $620,000; Bonus severance $373,750; Earned comp $358,963; Equity acceleration $4,093,947; Perqs/benefits $64,287 . |
| Non-CIC Severance | No severance entitlement upon termination not in connection with a change in control (CEO exception noted separately) . |
| Equity Plan Treatment in M&A | If awards are assumed and employment later terminates within 24 months, time-based awards vest and performance awards vest at target; if not assumed, time-based awards vest and performance awards vest at target immediately prior to transaction (subject to 409A) . |
Compensation Structure Analysis
- Mix and at-risk pay: Executive pay emphasizes variable/equity; program uses formula-based annual cash and multi-year PSUs (rTSR and 3-year average Operating Margin) with 0–200% range, plus time-based RSUs; no options granted in 2024 .
- Performance rigor: 2024 annual plan paid below target despite margin outperformance (overall 93% payout), and recent PSU cycles (2022–2024, 2023–2024) paid 0%—clear linkage to outcomes .
- Ownership alignment and trading controls: Strong alignment via ownership guidelines, mandatory net share retention until compliant, and prohibitions on hedging/pledging and opportunistic trading .
- CIC economics: Standard double-trigger with equity acceleration at target; no gross-up, best-net cutback—reduces windfall optics but provides retention around strategic events .
Investment Implications
- Pay-for-performance and execution incentives: Barnard’s pay is heavily tied to long-term value creation (rTSR and margin expansion), with evidence of downside when performance lags (0% PSU payouts) and below-target annual bonus in 2024—supportive of alignment, particularly as Illumina focuses on restoring growth and margins .
- Retention dynamics: Significant unvested PSUs and RSUs (including awards vesting Dec 2025 and Jan 2027) and double-trigger CIC protection anchor retention; absence of non-CIC severance limits downside for shareholders if performance disappoints .
- Insider selling pressure: 2024 saw 2,129 shares vest for Barnard; trading pressure is mitigated by mandatory net-share retention until ownership compliance and prohibitions on hedging/pledging and unrestricted plan modifications .
- Governance/controls: Clawback policy, no related party transactions in 2024, and strict insider trading policy lower governance risk; ownership level is modest in absolute terms (17,126 shares, <1%) but increases via vesting over time .
Appendices
Summary Compensation Snapshot (2024)
| Component | Steve Barnard |
|---|---|
| Salary ($) | 593,269 |
| Stock Awards ($) | 3,046,027 |
| Non-Equity Incentive ($) | 358,963 |
| All Other Comp ($) | 22,677 |
| Total ($) | 4,020,936 |
Notable 2024 Company Performance Indicators
| Metric | 2024 |
|---|---|
| Core Illumina Revenue | $4.33B (down 2% YoY) |
| GAAP Operating Profit | $1.47B (up 167% YoY) |
| Non-GAAP Operating Profit | $922M (up 4% YoY) |
Source documents: 2025 DEF 14A (filed April 9, 2025) and 8-K (Aug 9, 2023) appointing Barnard as CTO .