Amy Ladd
INTUITIVE SURGICALAbout Amy L. Ladd, M.D.
An independent director at Intuitive Surgical since 2019, Dr. Amy L. Ladd is a Stanford orthopedic surgeon and clinical researcher with 30+ years of surgical experience, recognized for >175 publications and 30 patents/trademarks in hand surgery, biomechanics, and musculoskeletal innovation . She is 67 years old, holds an A.B. in History from Dartmouth and an M.D. from SUNY Upstate, and brings deep clinical, regulatory, and product development expertise relevant to surgical systems and devices . Her board profile emphasizes healthcare domain knowledge, information services/technology exposure, and core public-company governance competencies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University Medical Center | Elsbach-Richards Professor of Surgery | Since 2017 | Academic leadership; clinical excellence |
| Stanford University | Professor of Orthopedic Surgery; Professor of Medicine (Immunology & Rheumatology) | Since 2003 | Cross-disciplinary clinical and research leadership |
| Lucile Packard Children’s Hospital at Stanford | Chief, Children’s Hand Clinic | Since 1991 | Pediatric surgical program leadership |
| Stanford University Medical Media Information Technologies | Head of Outreach Fellow | 2001–2004 | Health-tech outreach and education |
| Palo Alto VA Medical Center | Chief, Hand and Upper Extremity Section, Dept. of Surgery | 1990–1998 | Service leadership in VA system |
| Brigham and Women’s Hospital | Harvard Combined Hand Surgery Fellow | 1989–1990 | Advanced surgical fellowship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allakos (NASDAQ: ALLK) | Director | Since 2022 | Not disclosed in proxy |
| American Academy of Orthopedic Surgeons | Board member (prior service) | Not disclosed | Professional society governance |
| Association of Bone and Joint Surgeons | Board member (prior service) | Not disclosed | Professional society governance |
Board Governance
- Independence and service
- The Board determined Dr. Ladd is independent under Nasdaq rules .
- Board held 4 meetings in 2024; each incumbent director attended ≥75% of combined Board and committee meetings during their service period .
- Committee assignments and chair roles
- Compensation Committee member; no chair role indicated .
- Board process and oversight
- Board regularly holds independent director sessions and maintains separate Chair and CEO roles for independent oversight .
Fixed Compensation
| Director Compensation (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 80,000 |
| Stock awards (RSUs grant date fair value) | 275,736 |
| Total | 355,736 |
| Program Parameters (Non‑Employee Directors) | Details |
|---|---|
| Annual Board retainer (cash) | $70,000 |
| Committee member retainers | Audit $12,500; Compensation $10,000; Governance $7,500 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance $15,000 |
| Equity form (2024) | RSUs only; options eliminated beginning 2024 |
| RSU target value | Members $280,000; Chair $395,000 |
| RSU vesting | 100% on earlier of 1‑year anniversary or next annual meeting, subject to service |
| 2024 grant date and pricing detail | Grant date April 25, 2024; fair value priced at $373.12 per share (closing price) |
| Director stock ownership guideline | 5x annual cash retainer; 5‑year compliance window; all directors met guidelines as of 12/31/24 |
Performance Compensation
| Performance‑Based Elements in Director Pay | Metric | Weight | Notes |
|---|---|---|---|
| None (time‑based RSUs only) | N/A | N/A | Director equity vests by time; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company board(s) | Allakos (NASDAQ: ALLK) – Director since 2022 |
| Other public company directorships (count) | 1 |
| Compensation committee interlocks (ISRG) | None; no officer interlocks in 2024; compensation committee members (incl. Ladd) were independent and not present/former ISRG officers |
Expertise & Qualifications
- Clinical/scientific impact: >175 publications in hand surgery, biomechanics, osteoarthritis; 30 patents/trademarks; supports product strategy and clinical trial-to-commercialization pathways .
- Regulatory and patient safety: Experience navigating medical device development and compliance; emphasis on patient care standards .
- Skills matrix: Core public-company governance competencies; Information Services & Technology; Healthcare experience (not listed for cybersecurity, digital/AI, or robotics) .
Equity Ownership
| Ownership and Alignment (as of 12/31/2024) | Detail |
|---|---|
| Total beneficial ownership (shares) | 9,597 (represents <0.5% of shares outstanding) |
| Direct holdings (subset) | 821 shares directly owned |
| Options (exercisable within 60 days) | 8,776 shares via options exercisable within 60 days |
| RSUs outstanding | 739 RSUs outstanding as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors (no hedging or pledging allowed) |
| Ownership guideline status | All non‑employee directors met 5x retainer guideline as of 12/31/2024 |
Compensation Committee Analysis
- Composition and independence: Chair – Amal M. Johnson; Members – Amy L. Ladd, M.D.; Monica P. Reed, M.D.; all independent under Nasdaq rules .
- Meetings and scope: Met 4 times in 2024; oversees executive and director pay, plan design, and CD&A disclosures .
- Adviser and process: Engages Aon as independent compensation consultant; committee independence affirmed; no conflicts of interest reported .
- Program guardrails: No option repricing/buyouts; double‑trigger CIC; no tax gross‑ups; strong clawback policy; significant at‑risk pay via RSUs/PSUs for executives (context for Ladd’s committee oversight) .
Governance Assessment
- Alignment positives
- Independent director with deep surgical domain expertise; member of Compensation Committee overseeing pay practices aligned with shareholders (no repricing, double‑trigger CIC, clawback) .
- Director pay is majority equity via time‑based RSUs; clear vesting and ownership guidelines (5x retainer), with all directors in compliance; hedging/pledging prohibited, strengthening alignment .
- Beneficial ownership (including in‑the‑money options) and continued RSU exposure provide skin‑in‑the‑game .
- Board process/engagement: ≥75% attendance; independent sessions; separate Chair/CEO roles .
- Strong say‑on‑pay outcome in 2024 (93% support), reflecting investor endorsement of compensation oversight (relevant to Ladd’s committee) .
- Potential watch items
- External board at Allakos increases time commitments but no interlocks or related-party transactions disclosed at ISRG; committee independence maintained .
- Director equity is time‑vested (not performance‑conditioned); mitigated by ownership guidelines and prohibitions on hedging/pledging .
No related-party transactions requiring disclosure were identified; the company maintains an Audit Committee–administered related-party transaction policy with arm’s-length and independence safeguards .