01—Abstract
Summary
Summary of the 8-K filed October 3, 2024. Cited figures are marked; the original filing is the authoritative source.
On October 3, 2024, Illumina, Inc. disclosed under Item 5.02 that Charles Dadswell, its General Counsel and Secretary, will leave the company.
He will remain as an employee-advisor to the Chief Executive Officer and the Board of Directors through March 31, 2025, transitioning his General Counsel duties and providing other advice as requested. Scott Davies, Vice President, Legal – Chief Corporate Counsel and Assistant Secretary, will serve as Interim General Counsel and Secretary effective October 3, 2024. Under an Advisory Agreement, Mr. Dadswell will continue to receive his regular cash compensation, including his 2024 annual incentive award, and benefits during the advisory period.
Upon satisfactory completion of his advisory services (including if the company ends the services early), he will receive a one-time lump-sum cash payment of $600,000a. Under the company's standard Separation Agreement, he will receive, after his services end, a lump sum equal to his annual base salary, 12 months of COBRA group health premiums and executive physical benefits, outplacement services, and any unpaid 2024 annual incentive award, subject to a standard release of claims.
The filing is an executive transition disclosure. It identifies the advisory and separation agreements as Exhibits 10.1 and 10.2, which contain the full terms, and the filing qualifies its descriptions by reference to those exhibits.
02—Key points
Key Highlights
- Charles Dadswell, General Counsel and Secretary, is leaving Illumina; he remains as an advisor through March 31, 2025.
- Scott Davies, Vice President, Legal – Chief Corporate Counsel and Assistant Secretary, becomes Interim General Counsel and Secretary effective October 3, 2024.
- Advisory Agreement: Dadswell continues regular cash compensation, including his 2024 annual incentive award, and benefits through the advisory period.
- Advisory completion bonus: a $600,000 lump-sum cash payment upon satisfactory completion of advisory services, including if the company terminates services early.
- Separation Agreement (company's standard form): lump sum equal to annual base salary, 12 months of COBRA premiums, executive physical benefit, outplacement services, and any unpaid 2024 annual incentive award, subject to a release of claims.
- Full terms are filed as Exhibit 10.1 (Advisory Agreement) and Exhibit 10.2 (Separation Agreement).
03—Questions
Frequently Asked Questions
Who is leaving Illumina's leadership, and who is taking over the role?
Charles Dadswell, the General Counsel and Secretary, is leaving the company. Scott Davies, Vice President, Legal – Chief Corporate Counsel and Assistant Secretary, will serve as Interim General Counsel and Secretary as of October 3, 2024.
How long will Mr. Dadswell remain with the company?
He will serve as an employee-advisor from October 3, 2024 through March 31, 2025, to the Chief Executive Officer and the Board of Directors, transitioning his General Counsel duties.
What compensation will Mr. Dadswell receive during the advisory period?
He will continue to receive his regular cash compensation, including his 2024 annual incentive award, and benefits during the advisory period. Upon satisfactory completion of his services, he will receive a $600,000 lump-sum cash payment.
What separation benefits does Mr. Dadswell receive after his services end?
Under the standard Separation Agreement, he will receive a lump sum equal to his annual base salary, 12 months of COBRA group health premiums and executive physical benefit, outplacement services, and his 2024 annual incentive award if unpaid before separation, subject to a standard release of claims.
Where can investors find the complete terms of these agreements?
The full Advisory Agreement and Separation Agreement are filed with the 8-K as Exhibits 10.1 and 10.2, respectively, and the filing incorporates them by reference.
04—Continue