Dive Brief:
- Illumina on Friday backed the makeup of its board of directors, nominating all nine members for re-election by shareholders at the company’s annual meeting and setting up a contest with activist investor Carl Icahn over three seats.
- Icahn in February notified the DNA-sequencing provider of his intention to nominate three directors – two of his employees and one former employee – to the Illumina board, in a move aimed at driving Illumina management to divest liquid biopsy test maker Grail.
- Several of the Illumina directors up for re-election to one-year terms, including former FDA Commissioner Scott Gottlieb and longtime Intuitive Surgical CEO Gary Guthart, are familiar faces in the healthcare industry.
Dive Insight:
Under Illumina’s bylaws, the nine director nominees receiving the greatest number of votes cast will be elected, according to Illumina’s proxy statement. Illumina’s current board members, all candidates for re-election, are:
- John Thompson, board chair, former CEO of Symantec and chair of Microsoft from 2014 until June 2021.
- Francis deSouza, Illumina’s CEO since 2016.
- Frances Arnold, professor at the California Institute of Technology and a recipient of the Nobel Prize in chemistry.
- Caroline Dorsa, former senior vice president of Merck & Co. and former CFO of Gilead Sciences.
- Robert Epstein, former president and chief R&D officer of Medco-UBC and Medco’s former chief medical officer.
- Scott Gottlieb, FDA commissioner from May 2017 to April 2019.
- Gary Guthart, CEO of Intuitive Surgical.
- Philip Schiller, 30-year Apple veteran currently leading the App Store and Apple Events.
- Susan Siegel, former chief innovation officer at General Electric and former president of Affymetrix.
In its proxy statement, Illumina again urged shareholders to reject Icahn’s candidates for the board. The billionaire financier’s slate of nominees are former Icahn Group employee Vincent Intrieri and current employees Jesse Lynn and Andrew Teno.
At issue is Illumina’s acquisition of Grail, a deal the company closed in August 2021 without the go-ahead from antitrust regulators. Last week, the Federal Trade Commission ordered the San Diego-based company to divest Grail, reversing an administrative law judge’s ruling that dismissed the FTC’s initial antitrust charges. Illumina said it will appeal the new FTC order.
Illumina is also appealing a similar order from the European Commission to unwind the Grail deal. Regulators in both the U.S. and Europe have said the acquisition threatens to stifle competition in the market for multi-cancer early detection tests because Illumina is the dominant producer of next-generation sequencing platforms, which are used to analyze genetic material from the blood samples drawn for MCED tests.
Icahn, in a series of public letters to shareholders, has pushed for Illumina to divest Grail immediately, arguing the company does not have the financial wherewithal to continue its battle with regulators. Icahn owns a 1.4% stake in Illumina.
Illumina has not yet set a date for its annual shareholder meeting, but said it will be conducted virtually.
