Bob DeSantis

About Bob DeSantis

Bob DeSantis, age 60, is Executive Vice President and Chief Strategy and Corporate Operations Officer at Intuitive Surgical (ISRG). He joined Intuitive in January 2013 and advanced through senior product and operations roles before assuming his current strategy/operations remit in May 2023; previously he led R&D for surgical devices at Covidien and first commercialized single-incision laparoscopic surgery (SILS) . Education: B.S. and M.S. in Mechanical Engineering (SUNY Buffalo) and a Certificate in Innovation Management (MIT) . Company performance context: 2024 revenue was $8.35B (+17% YoY) with net income up 29%, da Vinci procedures rose 17% to ~2.68M, placements up 11% to 1,526, and Ion procedures up 78% .

Company performance (context)

Past Roles

External Roles

• Not disclosed in company filings for Bob DeSantis .

Fixed Compensation

• Bob DeSantis was not a 2024 Named Executive Officer (NEO), and specific base salary/bonus amounts for him are not disclosed in the proxy. Intuitive’s annual cash bonus program (CIP) for executives funds 50% on adjusted operating income (AOI) and 50% on strategic Company Performance Goals; in 2024 it funded at 113.6% overall .

2024 CIP Funding Outcomes (Company-level)

Performance Compensation

Intuitive shifted the executive equity mix in 2024 to 50% performance share units (PSUs) and 50% RSUs, eliminating options to manage overhang while aligning with investor/employee feedback; RSUs vest over 4 years and PSUs cliff-vest at 3 years with 0–125% payout based on multi-year performance .

2024 PSU Program Design

• PSU performance history: 2022 PSU program attained 125% overall (max) on procedure growth and relative TSR metrics .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO must hold 6x salary; President and Executive Vice Presidents (including DeSantis) must hold 3x salary. All individuals subject to the guideline met compliance as of Dec 31, 2024 .
• Hedging/pledging: Prohibited for all employees, officers, and directors; margin accounts are not allowed. Officers and SVP+ must trade pursuant to Rule 10b5-1 plans, with limited exceptions .
• Beneficial ownership: The proxy reports beneficial ownership for NEOs and directors; individual holdings for executive officers not designated as NEOs (including DeSantis) are not separately disclosed. Executives and directors as a group held 2,442,846 shares as of Dec 31, 2024 (0.7%) .

Employment Terms

• Employment agreements: Executives are employed “at will”; no individual employment agreements .
• Clawback: Complies with SEC/Nasdaq; recovery of erroneously paid incentive-based compensation for current/former executive officers; plan documents allow additional recovery conditions (e.g., termination for cause) .
• Change-of-control (CoC) severance: Double-trigger plan covering eligible employees (including executive officers) after ≥6 months of service. Formula: lump-sum equal to six months of base compensation (base salary + target bonus) plus one additional month per year of service, capped at 12 months; six months COBRA; 100% vesting of all outstanding unvested equity awards upon qualifying termination within 12 months of a CoC. PSU treatment: deemed achieved at greater of target or actual at CoC; vesting timing depends on assumption/continuation and termination status .
• Tax gross-ups: None on golden parachute or severance payments; no repricing or buyouts of underwater options under equity plans .

Compensation Peer Group (Benchmarking)

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay (for 2023 NEO comp): approved with over 93% of votes in favor; committee maintained program structure following strong support .

Investment Implications

• Alignment: DeSantis’s role is covered by stock ownership guidelines (3x salary), hedging/pledging prohibitions, and 10b5-1 plan requirements—supporting long-term alignment and disciplined trading behavior .
• Incentive design: Removal of options in favor of PSUs/RSUs tightly links executive payouts to multi-year procedure growth and relative market performance (2024) and to profitability (relative adjusted operating margin in 2025), reducing windfall risk and enhancing pay-for-performance .
• Retention and event risk: The CoC plan’s full equity acceleration and capped cash severance under a double trigger can mitigate retention risk through transactions, but may create near-term realization of equity value in M&A scenarios; absence of tax gross-ups and repricing reduces governance red flags .
• Execution track record: Prior commercialization of SILS and multi-year product leadership roles suggest operational depth; company-level growth in revenue, procedures, and PSU max attainment reinforce a performance culture relevant to strategy/operations oversight .