Amal Johnson
INTUITIVE SURGICALAbout Amal M. Johnson
Independent director at Intuitive Surgical since 2010; age 72 as of March 3, 2025. She chairs the Compensation Committee and brings ~four decades of operating experience across enterprise software and go‑to‑market execution, including SaaS commercialization, sales channels, and business transformation. Education includes a B.A. in Mathematics (Montclair State University) and graduate work in Computer Science at Stevens Institute of Technology. Her prior leadership includes CEO of MarketTools, General Partner at Lightspeed Venture Partners, President roles at Baan Americas and ASK Manufacturing Systems, and earlier career at IBM.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MarketTools | President & CEO | 2005–2008 | Drove market expansion and product innovation; positioned firm for merger with CustomerSat |
| Lightspeed Venture Partners | General Partner | 1999–2004 | Enterprise software/operator perspective to growth investing |
| Baan Company | President, Baan Americas | 1994–1999 | Led large enterprise software operations and go‑to‑market |
| ASK Manufacturing Systems | President | 1993–1994 | Oversaw operational systems across product lifecycle |
| IBM | Various roles | 1977–1993 | Enterprise technology and sales/channel experience |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Essex Property Trust (ESS) | Director | Public | Since 2018 | Current other public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board has determined Ms. Johnson is independent under Nasdaq rules |
| Board/Committee Attendance | In 2024, each incumbent director attended at least 75% of combined Board and committee meetings on which they served |
| Committees | Compensation Committee (Chair) |
| Committee Meetings (2024) | Compensation Committee met 4 times in 2024 |
| Years on ISRG Board | Director since 2010 |
| Board leadership structure | Independent Chair separate from CEO; all committees fully independent |
Fixed Compensation
| Year | Cash Retainer Components | Amount ($) | Equity Grant Type/Value | Vesting |
|---|---|---|---|---|
| 2024 | Board annual retainer ($70,000) + Compensation Committee Chair retainer ($20,000) | 90,000 | RSUs; grant date fair value $275,736 (at $373.12/sh on 4/25/2024 → ~739 RSUs) | 100% on earlier of 1-year anniversary or next annual meeting, subject to service |
| Program notes (2024) | Director equity moved to RSUs only (eliminated options); member RSU target $280,000; Chair of Board target $395,000; annual equity cap per director $750,000 | — | RSUs only beginning 2024 | 100% at anniversary/next AGM |
2024 Director Compensation (reported): Cash $90,000; Stock awards $275,736; Total $365,736. Grant-date fair value per share $373.12 (4/25/2024).
Performance Compensation
- Directors are not paid performance-based bonuses or PSUs; director equity is time-based RSUs only (no director performance metrics disclosed). Beginning in 2024, non-employee director grants consist solely of RSUs with time-based vesting; options eliminated.
Compensation Committee oversight of executive incentive design (context for governance quality):
- Annual cash incentive (CIP) funding 2024: 50% Adjusted Operating Income (AOI) and 50% Company Performance Goals; actual payout funded at 113.6% (AOI $3.228B achieved at 125%; Company Goals at 102.1%).
- Long-term PSUs for executives: 2024 metrics weighted 1/3 Relative TSR vs S&P Health Care Equipment Select Index and 2/3 da Vinci + Ion multi‑year procedure growth (threshold/target/max = 75%/100%/125%).
| Executive Incentive Metric (Oversight) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| 2023→2025 Procedure Count Growth | 33.3% | 75% | 100% | 125% |
| 2023→2026 Procedure Count Growth | 33.3% | 75% | 100% | 125% |
| Relative TSR vs Index | 33.3% | 25th pctile (75%) | 50th pctile (100%) | ≥75th pctile (125%); capped at 100% if negative TSR |
Other Directorships & Interlocks
- Current public company board: Essex Property Trust (since 2018). No interlocks or cross-compensation committee interlocks disclosed for ISRG’s Compensation Committee in 2024.
Expertise & Qualifications
- SaaS and emerging tech commercialization; go-to-market, channel, and business transformation; operational leadership of large software organizations; supports digital and data-driven innovation in clinical workflows.
- Education: B.A. Mathematics (Montclair State); graduate work in Computer Science (Stevens Institute of Technology).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 29,382 shares; includes 12,275 shares directly owned and 17,107 shares issuable via options exercisable within 60 days |
| Options (12/31/2024) | 17,107 options outstanding, all vested and exercisable (director-level table) |
| RSUs outstanding (12/31/2024) | 739 RSUs outstanding (2024 grant) |
| Ownership as % of outstanding | Under 0.5% (per proxy reporting convention) |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Company securities by directors; 10b5‑1 plans required for directors/officers for trades (with limited exceptions) |
| Director ownership guidelines | Minimum 5x annual cash retainer; all non-employee directors met guidelines as of 12/31/2024 |
Governance Assessment
- Strengths: Independent director and Compensation Committee Chair; fully independent committee and use of independent consultant (Aon); no compensation committee interlocks; robust clawback policy aligned with SEC/Nasdaq; prohibition on hedging/pledging; double‑trigger CIC; options repricing prohibited. High Say‑on‑Pay support (>93% in 2024 for prior-year NEO pay) supports investor confidence in pay oversight.
- Alignment: Director pay mix majority equity (time‑based RSUs), with stock ownership guidelines met—supports alignment without encouraging short‑term risk taking.
- Attendance/engagement: At least 75% participation threshold achieved among incumbents in 2024; Compensation Committee met four times—indicates ongoing engagement.
- Potential watch items: Long tenure (on board since 2010) can raise refreshment questions; however, the Board highlights diverse skills and continued independent oversight; no related‑party transactions disclosed involving Ms. Johnson.
Related-Party/Conflicts: Company maintains a formal related‑party transaction approval policy; the proxy discloses no related‑party transactions requiring approval involving current directors, and Ms. Johnson remains an independent director.