Susan Siegel
ILLUMINAAbout Susan E. Siegel
Independent director since 2019, age 64. Siegel is a life sciences executive and investor with deep genomics market knowledge, serving as Senior Lecturer at MIT Sloan; formerly GE’s Chief Innovation Officer and CEO of GE Business Innovations/GE Ventures; prior General Partner at Mohr Davidow Ventures and President/Board Member at Affymetrix. She holds a B.S. in Biology (University of Puerto Rico) and an M.S. in Biochemistry and Molecular Biology (Boston University Medical School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric | Chief Innovation Officer; CEO, GE Business Innovations; CEO, GE Ventures | 2012–2019 | Led growth and innovation businesses; corporate venture leadership |
| Mohr Davidow Ventures | General Partner | 2006–2012 | Life sciences venture investing |
| Affymetrix, Inc. | President; Board Member | 1998–2006 | Sequencing/microarray tools operator experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Align Technology, Inc. | Director (public company) | Since 2017 | Current; one of two public boards |
| Nevro Corp. | Director (public company) | Since 2020 | Current; one of two public boards |
| MIT’s The Engine | Chair | Since 2020 (board since 2016) | Deep-tech venture engine; governance leadership |
| MIT Sloan School of Management | Senior Lecturer | Since 2019 | Academic appointment |
| Kaiser Family Foundation | Board Director | Since 2019 | Non-profit governance |
| Stanford Medicine Board of Fellows | Co-Chair | Since 2017 | Healthcare ecosystem engagement |
| Pacific Biosciences of California, Inc. | Director (public company) | 2006–2012 | Prior service; competitor experience |
| Affymetrix, Inc. | Director (public company) | 2000–2006 | Prior service |
Board Governance
- Committee assignments: Compensation Committee Chair; not listed on Audit, Nominating/Corporate Governance, or Science & Technology committees in 2025 .
- Independence: Board determined Siegel is independent under Nasdaq standards; all committees are 100% independent .
- Engagement: Board met 9 times in FY2024; each director attended at least 75% of aggregate Board/committee meetings; Compensation Committee met 7 times .
- Skills and expertise: Financial expertise, international and regulatory experience, technology/innovation, life sciences, public company executive experience, and risk oversight as per skills matrix .
- Outside board limits: Company policy limits service to ≤4 public boards; Siegel currently serves on two, within limits .
- Compensation oversight: As Chair, Siegel oversees executive/director compensation, incentive risk safeguards, stock ownership policies, and clawback compliance; the Company concluded comp programs do not incentivize inordinate risk .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 75,000 | Unchanged from prior year |
| Compensation Committee Chair Fee | 25,000 | Chair fee schedule |
| Total Fees Earned (Cash) | 100,000 | Reported for Siegel in non-employee director comp table |
| Meeting Fees | — | Not applicable/disclosed |
| Equity Retainer (RSU) | 300,114 | 2,675 RSUs at $112.19 on May 16, 2024 |
- Program design: Director compensation reviewed by independent consultant (Aon); no changes recommended for 2024; mix of cash and equity, with equity majority .
- Stock-in-lieu option: Directors may elect stock in lieu of cash fees; shares issued quarterly, not subject to vesting .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value ($) | Vesting/Performance Conditions |
|---|---|---|---|---|
| Annual RSU | May 16, 2024 | 2,675 | 300,114 | Vests on earlier of first anniversary or day prior to next annual meeting; option to settle in cash/stock |
| Options/PSUs (Director) | — | — | — | No director options/PSUs outstanding in FY2024 |
- Directors receive time-based RSUs only; no performance-based equity (PSUs) or options for directors disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None in FY2024; no related party transactions involving Compensation Committee members |
| Related Party Transactions | None occurred in FY2024 |
Expertise & Qualifications
- Education: B.S. Biology (University of Puerto Rico); M.S. Biochemistry & Molecular Biology (Boston University Medical School) .
- Strategic/operator profile: GE senior innovation leadership; venture capital partner; genomics tools operating executive .
- Board skills: Financial expertise, regulatory and international experience, technology/innovation, life sciences, public company executive, risk oversight/management .
- Recognition and ecosystem roles: Henry Crown Fellow; leadership roles across NIH/Precision Medicine and healthcare innovation organizations (selected highlights) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Common Stock) | 10,683 shares | Includes RSUs vesting within 60 days where applicable |
| Ownership % of Outstanding | <1% (*) | Based on 158,263,015 shares outstanding |
| Unvested RSUs Outstanding (12/29/2024) | 2,675 | Adjusted for GRAIL spin (+~2%) |
| Options (vested/unvested) | — | No director options outstanding |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | |
| Stock Ownership Guideline | 5x annual retainer for non-employee directors |
Governance Assessment
- Strengths: Independent director and Compensation Committee Chair with multi-omic/tools operator background and venture/innovation expertise, aligned with Illumina’s strategy; robust governance architecture (independent chair, fully independent committees), clawback policy compliant with Dodd-Frank/Nasdaq, anti-hedging/pledging rules, and director stock ownership guidelines (5x retainer) . Attendance thresholds met; Compensation Committee active with 7 meetings in 2024; use of independent consultant for compensation design; no interlocks or related-party transactions disclosed .
- Compensation structure signals: Director pay mix stable (cash $75k + chair $25k; equity ~$300k RSU); annual director equity unchanged; Board proposing total compensation caps for directors ($1M first year; $750k thereafter) under amended stock plan, reinforcing pay discipline .
- Potential conflicts/RED FLAGS: No compensation committee interlocks; no related-party transactions; outside board service within policy limits; prior service at a competitor (PacBio) is historical (ended 2012). No pledging/hedging permitted; no red flags disclosed in filings .