Business Context and Reporting Period
This Form 8-K Current Report was filed by Illumina, Inc. on December 7, 2016. The filing discloses a significant change in executive leadership regarding the appointment of a new Chief Financial Officer (CFO) and the transition of the incumbent CFO to a different executive role.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change reported is the appointment of Sam A. Samad as Senior Vice President and Chief Financial Officer, effective January 6, 2017. Mr. Samad replaces Marc Stapley, who has served as CFO since 2012. Mr. Stapley will transition to the role of Executive Vice President and Chief Administrative Officer.
Management Commentary and Compensation Details
Mr. Samad's employment is "at-will" with the following compensation structure outlined in the offer letter:
- Base Salary: $450,000 annually.
- Variable Cash Bonus: Target award of 55% of base salary, contingent on individual and corporate performance objectives.
- Restricted Stock Units (RSUs): New hire grant valued at $312,500, vesting over four years (25% annually).
- Performance Share Units (PSUs): New hire grant valued at $937,500, vesting on December 29, 2019, based on achievement of specified EPS targets for the fiscal year ending December 29, 2019. Issuance ranges from 0% to 150% of the award.
Mr. Samad brings prior experience as Senior Vice President and Corporate Treasurer at Cardinal Health (2012–2016), including leadership of the China business, and previous finance roles at Eli Lilly and Pepsico Inc.
Investor Verification Checklist
- Verify the exact start date of Sam A. Samad as CFO (expected January 6, 2017).
- Confirm the specific EPS targets required for the vesting of the $937,500 PSU grant.
- Review the attached press release (Exhibit 99.1) for additional strategic context regarding the leadership transition.
- Monitor future filings for the formal resignation of Marc Stapley from the CFO role and his official assumption of the Chief Administrative Officer title.