Brian Miller
INTUITIVE SURGICALAbout Brian Miller
Brian E. Miller, Ph.D., 50, is Executive Vice President and Chief Digital Officer at Intuitive Surgical (ISRG), having joined via the April 2003 merger with Computer Motion; he advanced through engineering and product leadership roles to EVP in February 2023 . He holds a B.S. in Electrical and Computer Engineering (Iowa State), and M.S./Ph.D. in Mechanical Engineering (Northwestern), with patents in 3-D telestration, adaptive video streaming, video search, and VR simulation for surgeon training; he also completed the Harvard Business School Advanced Management Program . Company performance linked to his tenure includes 2024 revenue of $8.35B (+17% YoY), net income +29% YoY, income from operations +33%, and da Vinci procedures +17% YoY, with PSUs tied to multi-year procedure growth and relative TSR (2022 PSU program achieved 125% overall; 2023 PSU first tranche at maximum) . Executive pay practices are strongly pay-for-performance with 50% PSUs/50% RSUs and annual bonus funded by adjusted operating income (AOI) and strategic goals (2024 CIP funded at 113.6%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intuitive Surgical | EVP & Chief Digital Officer | Feb 2023–present | Leads digital/software strategy and platforms; drives AI/data capabilities and product security . |
| Intuitive Surgical | SVP & Chief Digital Officer | Jan 2021–Feb 2023 | Built digital capabilities across software, data, cloud; enhanced customer experience . |
| Intuitive Surgical | SVP & GM, Systems & Vision | Jan 2017–Jan 2021 | Led systems/vision product lines and surgeon simulation innovations . |
| Intuitive Surgical | SVP Product Development; VP System Engineering; Senior Director roles | 2014–2017; 2014; 2011–2014; 2005–2011 | Advanced development; system engineering; simulation & networking; patents for 3-D telestration/VR training . |
| Intuitive Surgical | Director/Control Systems Analyst | 2003–2005; 2003 | Early engineering roles post-merger, foundational work in robotics software . |
| Computer Motion | Software Engineer (AESOP & ZEUS robotic systems) | pre-2003 | Early robotic surgery software contributions; merged into Intuitive in 2003 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harvard Business School | Advanced Management Program (participant) | Completed (date not specified) | Executive education supporting leadership at scale . |
| Iowa State University; Northwestern University | Student (B.S.; M.S./Ph.D.) | Completed prior to industry roles | Academic foundation in ECE and haptics/robotics underpinning product innovation . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (as of Apr 1, 2024) | $551,901 |
| Target Bonus % (CIP) | 100% of base salary |
| Maximum Bonus % | 125% of base salary |
| 2024 Actual Bonus Paid (Mar 2025) | $560,196 |
| 2024 CIP Funding Level | 113.6% (AOI 125%; Company Goals 102.1%) |
Performance Compensation
Annual Bonus (CIP) Design and 2024 Outcome
| Component | Weighting | Threshold/Target/Max | 2024 Actual |
|---|---|---|---|
| Adjusted Operating Income (AOI) | 50% | $2.601B / $2.928B / $3.225B | $3.228B (125% of AOI component) |
| Company Performance Goals (Support Customers, Innovation, Operational Excellence, Quality, Financial) | 50% | 0% / 100% / 125% aggregated | 102.1% (of goals component) |
| Total CIP Funding | — | — | 113.6% |
Long-Term Equity Mix, Grants, and Performance
| Equity Type | Vesting / Term | Metric(s) | 2024 Grant | 2025 Grant |
|---|---|---|---|---|
| RSUs | 25% annually over 4 years | Time-based | 6,487 RSUs (granted 2/26/2024) | 2,746 RSUs |
| PSUs | 3-year cliff; 0–125% payout | 2024: Relative TSR (33.3%) and combined da Vinci+Ion procedure growth over multi-year periods (66.7% total) | Target 6,487 PSUs (granted 2/26/2024) | Target 2,746 PSUs; 2025 program replaces relative TSR with Relative Adjusted Operating Margin Percentage |
| PSU Program (Illustrative for 2024 grants) | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| 2023→2025 Combined Procedure Growth | 33.3% | 75% payout | 100% payout | 125% payout |
| 2023→2026 Combined Procedure Growth | 33.3% | 75% payout | 100% payout | 125% payout |
| Relative TSR vs S&P Healthcare Equipment Select Index | 33.3% | 25th percentile (75% payout; capped at 100% if TSR negative) | 50th percentile (100% payout) | ≥75th percentile (125% payout) |
Performance track record of prior PSU programs:
- 2022 PSUs: All three components achieved maximum (procedure growth and relative TSR at 93rd percentile), overall attainment 125% .
- 2023 PSUs: First procedure-growth tranche achieved maximum; remaining components open .
2024 Grants Detail (Plan-Based Awards)
| Grant Date | RSUs (#) | PSUs Target (#) | Grant Date Fair Value – RSUs ($) | PSU Fair Value components (market/performance) ($) |
|---|---|---|---|---|
| 2/26/2024 | 6,487 | 6,487 | $2,518,707 | Market condition component $889,490; performance component max fair value $2,098,599 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 49,083 shares, including 7,066 directly owned; 31,416 exercisable options within 60 days; 5,714 RSUs and 4,887 PSUs vesting within 60 days (as of Dec 31, 2024) . |
| Ownership as % of Shares Outstanding | <0.5% (Company total shares outstanding 356,625,204 as of Dec 31, 2024) . |
| Unvested RSUs (12/31/2024) | 6,487 units; market value $3,385,955 at $521.96/share . |
| Unearned/Unvested PSUs (12/31/2024) | 8,107 units; payout value $4,231,530 at $521.96/share (reflects illustrative deemed achievement assumptions per proxy tables) . |
| Options – Exercisable vs Unexercisable | Multiple outstanding grants; 31,416 exercisable within 60 days (beneficial ownership table) . |
| 2024 Exercises/Vesting Value Realized | Options exercised: 0; RSUs vested: 5,784 shares; value realized $2,243,430 . |
| Hedging/Pledging | Prohibited (no hedging; no pledging; trading via Rule 10b5-1 plans required for officers/SVP+) . |
| Stock Ownership Guidelines | EVP minimum = 3x annual base salary; all subject executives met guidelines as of Dec 31, 2024 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; executives are “at will” . |
| Clawback Policy | SEC/Nasdaq-compliant recovery of erroneously paid incentive comp; applies to cash and performance-vesting equity; can recover from other compensation as well . |
| Severance (Change-in-Control Plan) | Double-trigger: if terminated without cause or involuntary separation within 12 months post-CIC → Lump-sum cash equal to 6 months of base compensation (base + target bonus) plus 1 month per year of service up to 12 months; 6 months COBRA; 100% vesting of all unvested equity awards . |
| CIC PSU Treatment | If not assumed by acquirer: PSUs deemed achieved at greater of target or actual and accelerate at CIC; if assumed, deemed achievement at greater of target/actual and vest at 3-year anniversary; vest fully upon qualifying termination within 12 months post-CIC . |
| Brian Miller – Estimated CIC Outcomes (12/31/2024 assumptions) | PSU acceleration value: $13,877,351 ; Qualifying termination total potential payment: $25,793,914 (Base comp + target bonus $1,103,802; COBRA $9,243; equity acceleration $24,680,869) . |
| Tax Gross-Ups | None for 280G/4999; plan uses “best pay cap” approach to avoid excise tax where beneficial . |
| No Repricing / Underwater Buyouts | Explicitly prohibited without stockholder approval . |
Investment Implications
- Compensation alignment: High at-risk mix (50% PSUs/50% RSUs) and CIP tied to AOI and strategic goals support pay-for-performance; 2024 CIP funding 113.6% and multi-year PSU designs anchored to procedure growth and relative performance create strong linkage to volume and profitability outcomes .
- Retention risk: CIC plan uses double-trigger with full equity acceleration, a competitive norm that mitigates leadership flight during strategic transactions but can create large equity payouts ($24.68M equity acceleration estimate for Miller under modeled scenario) .
- Selling pressure: 2024 shows no option exercises for Miller and routine RSU vesting ($2.24M value realized), with insider policy mandating 10b5-1 trading plans and prohibiting hedging/pledging, reducing discretionary sell pressure risk indicators .
- Ownership alignment: Beneficial ownership and compliance with 3x salary guidelines, plus anti-hedging/pledging, indicate skin-in-the-game and governance-friendly posture .
- Execution track record: Prior PSU programs achieved maximum attainment on multi-year procedure growth and relative TSR (2022 overall 125%), consistent with strong corporate operating performance (2024 revenue +17%, net income +29%)—a positive signal for sustaining value creation .
Note: All data reflect disclosures in ISRG’s 2025 DEF 14A (covering FY2024 metrics and 2025 equity grants) and are subject to the company’s definitions and methodologies therein.