Business Context and Reporting Period
This Form 8-K Current Report was filed by Illumina, Inc. on January 4, 2012. The filing discloses a significant executive leadership change within the company's finance organization.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Marc A. Stapley as Senior Vice President and Chief Financial Officer, effective January 20, 2012. He succeeds Christian O. Henry, who has served as CFO since 2005. Mr. Henry will transition to the role of Senior Vice President and General Manager, Genetic Analysis.
Management Commentary and Compensation Details
Mr. Stapley joins from Pfizer, Inc., where he served as Senior Vice President, Finance. His employment is "at will" with the following compensation package:
- Base Salary: $435,000 annually.
- Variable Compensation: Eligible for an executive variable compensation plan with a target award of 55% of base salary.
- Sign-on Bonus: $350,000 cash award, payable in two installments (50% within 30 days of start, 50% after six months). This amount is subject to clawback if employment ends voluntarily or due to gross negligence within 12 months.
- Restricted Stock Units (RSUs): Grant of 24,500 RSUs vesting over four years (25% annually).
- Stock Options: Grant of 136,500 options with a ten-year term, vesting 25% after one year and monthly thereafter over the remaining three years.
Investor Verification Checklist
- Confirm the exact start date of Marc A. Stapley (expected January 20, 2012).
- Verify the vesting schedule and exercise price of the 136,500 stock options granted.
- Review the specific performance objectives tied to the 55% target variable compensation.
- Monitor the transition of duties from Christian O. Henry to ensure continuity in financial reporting.