Craig Barratt
INTUITIVE SURGICALAbout Craig H. Barratt, Ph.D.
Independent Chair of the Board at Intuitive Surgical (ISRG) since 2020; director since 2011; former Lead Independent Director (2018–2020). Age 62. He brings 30+ years of technology leadership, including CEO experience at Atheros, senior roles at Google and Intel, and extensive product and supply chain oversight. Education: B.E. Electrical Engineering and B.S. Pure Mathematics & Physics (University of Sydney); M.S. and Ph.D. Electrical Engineering (Stanford) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Atheros Communications | President & CEO; VP, Technology | 2002–2011 | Led IPO; oversaw growth; positioned for $3.1B sale to Qualcomm |
| Qualcomm Atheros | President | 2011–2013 | Led non-cellular wireless and networking businesses post-acquisition |
| Google (Alphabet) | SVP & CEO, Google Access; VP | 2013–2017 | Led Google Fiber and access/energy initiatives; scaled cloud-access platforms; regulatory approvals |
| Barefoot Networks | CEO | 2017–2019 | Led programmable networking; later acquired by Intel |
| Intel | SVP & GM, Intel Connectivity Group | 2019–2020 | Ran ethernet, photonics, networking businesses |
| Atheros Communications | President & CEO | 2003–2011 | Managed complex transactions; technology supply chains |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Astera Labs (Nasdaq: ALAB) | Director | Since 2025 | Semiconductor connectivity for AI/cloud |
| IonQ (NYSE: IONQ) | Director | 2021–2024 | Quantum computing; prior board service |
Board Governance
- Independent Chair; CEO/Chair roles separated to strengthen oversight and board leadership focus .
- Committee membership: Governance and Nominating Committee; not a committee chair (Board Chair role separate) .
- Independence: Board determined Barratt is independent under Nasdaq and SEC rules .
- Attendance/engagement: Board held 4 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Independent director sessions: Board acts independently of management and regularly holds executive sessions of independent directors .
- Committee activity levels (2024): Audit (9 meetings), Governance & Nominating (6), Compensation (4) .
Fixed Compensation (Director)
| Component | 2024 Amount ($) |
|---|---|
| General Annual Board Retainer | 70,000 |
| Governance & Nominating Committee Member Retainer | 7,500 |
| Total Cash Fees (reported) | 77,500 |
Notes:
- Committee chair retainers (for reference): Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $15,000 .
Performance Compensation (Director)
| Item | 2024 |
|---|---|
| RSU Grant – Chair target value ($) | 395,000 |
| RSU Grant – Grant date fair value ($) | 389,164 |
| RSUs Outstanding (12/31/2024) – units | 1,043 |
| Vesting schedule | 100% on earlier of first anniversary or next annual meeting, subject to continued service |
| Annual equity cap (director) | $750,000 aggregate grant-date fair value per calendar year |
Program structure:
- Since 2024, directors receive equity solely in RSUs (no options) to align with shareholder interests and simplify compensation .
Other Directorships & Interlocks
| Company | Potential Interlock / Relationship to ISRG | Observation |
|---|---|---|
| Astera Labs | Semiconductor connectivity; no disclosed direct supplier/customer relationship to ISRG | No related-party transaction disclosed; independence affirmed |
| IonQ | Quantum computing; no disclosed ISRG linkage | Prior service; no conflicts disclosed |
- Related-party oversight: ISRG’s Audit Committee reviews any related-party transactions ≥$120,000; criteria include arm’s-length terms and independence impacts. No related-party transactions involving Barratt are disclosed in the proxy .
Expertise & Qualifications
- Technology leadership and innovation: Led development of next-gen connectivity/networking solutions; scaled cloud-access platforms; supply chain and international operations experience .
- Transactional and strategic expertise: Managed IPO and major acquisition; regulatory and data governance frameworks .
- Board competencies: Public company governance, strategic planning, digital/AI, and information technology oversight .
- Education: University of Sydney (B.E. EE; B.S. Math & Physics); Stanford (M.S., Ph.D. EE) .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 49,795 |
| Ownership as % of shares outstanding | ~0.014% (49,795 / 356,625,204) |
| Shares held via Barratt-Oakley Trust | 26,155 |
| Options exercisable within 60 days | 23,640 (all vested/exercisable) |
| RSUs outstanding (director) | 1,043 |
| Shares outstanding (reference) | 356,625,204 |
Alignment policies:
- Director stock ownership guideline: 5x annual board cash retainer; all non-employee directors met guidelines as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors; 10b5-1 trading plan required for directors (with limited exemptions) .
- Section 16 compliance: Company reports all officers/directors complied timely with SEC ownership filings in 2024 .
Governance Assessment
- Positive signals: Independent Chair; clear role separation with CEO; regular independent sessions; independence confirmed; ownership guideline met; prohibition on hedging/pledging strengthens alignment .
- Engagement/attendance: Board active with 4 meetings; incumbent directors ≥75% attendance threshold met .
- Compensation structure: Majority of director pay in equity RSUs; reasonable annual cap; cash retainer modest; equity aligned to annual meeting cycle .
- Conflicts/related-party: No related-party transactions disclosed involving Barratt; Audit Committee policy robust .
- Shareholder sentiment: Say-on-pay support for management’s NEO compensation was 93% in 2024, indicating overall confidence in governance/comp frameworks (context for board oversight) .
Supporting Tables
Director Compensation Detail (2024)
| Category | Amount ($) |
|---|---|
| Fees earned or paid in cash | 77,500 |
| Stock awards (grant-date fair value) | 389,164 |
| Total | 466,664 |
Committee Membership & Independence
| Name | Independent | Governance & Nominating | Audit | Compensation |
|---|---|---|---|---|
| Craig H. Barratt, Ph.D. | Yes | Member | — | — |
Board Activity (2024)
| Item | Count / Status |
|---|---|
| Board meetings held | 4 |
| Independent director sessions | Regularly held |
| Director attendance | Each incumbent ≥75% of Board+committee meetings served |
Director Equity Detail (as of 12/31/2024)
| Item | Value |
|---|---|
| Options outstanding (all vested) | 23,640 |
| RSUs outstanding | 1,043 |
| RSU vesting | 100% at earlier of 1-year or next annual meeting |
RED FLAGS: None disclosed specific to Barratt. No pledging/hedging allowed; independence confirmed; no related-party transactions disclosed; attendance threshold met .