David Rosa
INTUITIVE SURGICALAbout David Rosa
David J. Rosa is President of Intuitive (ISRG) and a director since 2024; age 57. He holds a B.S. in Mechanical Engineering (Cal Poly SLO) and an M.S. in Mechanical Engineering (Stanford) and has nearly 29 years at Intuitive across engineering, clinical, regulatory, and commercial leadership, with multiple patents and extensive product and operations oversight . In 2024, Intuitive delivered revenue of $8.35B (+17% YoY), net income attributable to ISRG of $2.32B (+29% YoY), and 2.68M da Vinci procedures (+17% YoY), with TSR from 2020–2024 materially outperforming its peer index (value of $100 investment: $264.89 vs. $103.67) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intuitive (ISRG) | President | 2023–present | Leads core business, product/commercial excellence; oversight across quality, safety, regulatory, manufacturing, sales operations . |
| Intuitive (ISRG) | Chief Strategy & Growth Officer | 2022–2023 | Enterprise strategy and growth initiatives . |
| Intuitive (ISRG) | EVP, Chief Business Officer | 2019–2022 | Broad commercial and business leadership . |
| Intuitive (ISRG) | EVP, Chief Commercial Officer | 2015–2019 | Scaled global commercial execution . |
| Intuitive (ISRG) | EVP, Chief Scientific Officer | 2014–2015 | Product and clinical development leadership . |
| Intuitive (ISRG) | SVP, Emerging Procedures & Technology / Scientific Affairs | 2011–2014 | Procedure and technology development; regulatory insights . |
| Acuson Corporation | Mechanical Design Engineer | 1989–1996 | Diagnostic ultrasound innovation (e.g., trans-esophageal transducers) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Intuitive-Fosun (JV) | Chairman of the Board | Current | Intuitive’s JV in Shanghai; international operations leadership . |
| Kardiam | Director | Since 2018 | External company directorship . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (earned) | $625,718 | $676,676 | $745,000 |
| Base Salary (rate as of Apr 1) | — | $700,000 (promotion May 16, 2023) | $760,000 |
| Target Bonus % of Base | — | — | 120% |
| Target Bonus ($) | — | — | $894,000 (120% × $745k) |
| Actual CIP Bonus Paid | — | $860,120 | $1,046,167 |
| Total Compensation | $6,190,139 | $12,563,956 | $13,762,318 |
Notes:
- 2024 corporate incentive program (CIP) funded at 113.6% based on 50% AOI and 50% strategic KPIs; AOI achievement maxed (125%), strategic goals achieved 102.1% .
Performance Compensation
2024 Annual Bonus (CIP) Design and Results
| Item | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Adjusted Operating Income (AOI, $B) | 50% | $2.601 | $2.928 | $3.225 | $3.228 (125.0%) |
| Aggregate Company Performance Goals | 50% | — | 100% | 125% | 102.1% |
| CIP Funding | — | — | 100% | 125% | 113.6% |
2024 Equity Grants (Award Mix: 50% PSUs / 50% RSUs)
| Grant Date | Award Type | Shares (Target) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2/26/2024 | PSUs | 15,263 | 3-year cliff; payout 75–125% based on 2/3 multi-year procedure growth (da Vinci + Ion) and 1/3 Relative TSR vs S&P Health Care Equipment Select Index | $6,042,985 |
| 2/26/2024 | RSUs | 15,263 | 25% per year over 4 years | $5,926,165 |
PSU program metrics (2024 cohort):
- 33.3% 2023→2025 combined procedure growth; 33.3% 2023→2026 combined procedure growth; 33.3% Relative TSR; each component pays 75%/100%/125% at threshold/target/max (Relative TSR capped at 100% if TSR is negative) .
Shift in 2025 PSU design: Relative TSR replaced with Relative Adjusted Operating Margin % to emphasize profitable growth execution, based on shareholder feedback .
Equity Ownership & Alignment
Beneficial Ownership (as of 12/31/2024)
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| David J. Rosa | 450,342 | <0.5% | Includes 211,080 direct, 224,279 options exercisable within 60 days, and 8,467 RSUs + 6,516 PSUs vesting within 60 days . |
Key Outstanding Equity Blocks (12/31/2024)
| Award | Shares/Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| RSUs (2/26/2024) | 15,263 | $7,966,675 | 4-year ratable vesting; valued at $521.96/sh . |
| PSUs (2/26/2024, unearned) | 19,078 | $9,957,953 | 3-year cliff; valued at $521.96/sh; shown at max measurement per footnote methodology . |
| RSUs (2/28/2023) | 4,309 | $2,249,126 | Time-based . |
| PSUs (2/28/2023, unearned) | 9,575 | $4,997,767 | Performance-based . |
| RSUs (6/12/2023) | 4,074 | $2,126,465 | Promotion grant; time-based . |
| PSUs (6/12/2023, unearned) | 6,035 | $3,150,029 | Performance-based . |
| RSUs (2/28/2022) | 3,007 | $1,569,534 | Time-based . |
| RSUs (2/28/2022) | 5,012 | $2,616,064 | Time-based . |
| PSUs (2/28/2022, unearned) | 2,506 | $1,308,032 | Performance-based; 2022 PSU program attained 125% overall . |
Vesting/Trading and Alignment:
- 2024 option/RSU activity: Rosa realized $47,579,793 from exercising 140,850 options in 2024 and $3,244,329 from RSU vesting (shares vested 8,263) .
- Ownership guidelines: President must hold 3× base salary; all covered officers met guidelines as of 12/31/2024 .
- Hedging/pledging: Prohibited; no margin accounts; 10b5-1 trading plans required for officers/SVP+ (with limited exceptions) .
Employment Terms
- Employment status: At-will; no individual employment agreement .
- Clawback: SEC- and Nasdaq-compliant clawback policy; recovery of erroneously awarded incentive-based compensation; plan-level clawback authority for cause and to comply with policy .
- Perquisites and retirement: Generally no executive perqs; standard 401(k) with $2,000 company match (fully vested) .
- Tax gross-ups: None for 280G/4999; no tax reimbursements .
Change-in-Control (CIC) Economics (Double-trigger only)
- Severance 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 of COBRA; 100% vesting of all unvested equity upon qualifying termination within 12 months post-CIC .
- PSU treatment: If assumed at CIC, deemed earned at greater of target/actual (as of CIC), continue to vest, and fully vest upon qualifying termination within 12 months; if not assumed, deemed earned at greater of target/actual and vest at CIC .
- Illustrative potential payments (assuming CIC on 12/31/2024 and qualifying termination; values reflect $521.96/sh):
- Base compensation + target bonus: $1,672,000; COBRA: $15,553; equity acceleration: $46,639,383; total potential: $48,326,936 .
Board Governance
- Board service: Director since 2024; not independent (management director); no committee assignments .
- Dual-role considerations: Board remains majority independent, chaired by an independent Chair (Craig Barratt); CEO and Chair roles separated; only two executives (CEO and President) serve on the Board .
- Board/committee independence and attendance: All committees comprised of independent directors; in 2024, Board held 4 meetings; all incumbent directors met ≥75% attendance .
- Director compensation: Employee directors (CEO, President) receive no additional board pay .
Compensation Committee Analysis
- Members (2024): Amal M. Johnson (Chair), Amy L. Ladd, M.D., Monica P. Reed, M.D.; all independent .
- Independent advisor: Aon plc retained directly by the committee; independence assessed; no conflicts .
- Philosophy and mix: Emphasis on at-risk, long-term equity; 2024 eliminated stock options and moved to 50% PSUs/50% RSUs .
- Peer group and positioning: Peer set includes Adobe, Agilent, Align, Arista, BD, Boston Scientific, DexCom, Edwards Lifesciences, IDEXX, Illumina, Intuit, Mettler-Toledo, ResMed, ServiceNow, Stryker, VMware, Workday, Zimmer Biomet; targets total direct comp ~50th–75th percentile .
- Say-on-pay: 2024 support >93%; 5-year average >92%; no significant changes post-2024 vote .
Related Policies, Risks, and Signals
- Hedging/pledging/short sales: Prohibited for directors, officers, employees .
- Option repricing/buyouts: Prohibited without stockholder approval .
- Section 16 compliance: All filings timely in 2024 .
- Shareholder proposals: 2025 proposals on CEO pay ratio factor and parachute approval thresholds were opposed by the Board; company highlights strong say-on-pay support and existing double-trigger CIC limits .
- Insider selling pressure: Significant 2024 option exercises (value realized ~$47.6M) plus annual RSU vesting could create routine liquidity events; 10b5-1 requirements and no-pledge policy mitigate risk of forced selling .
Performance & Track Record (Company context under Rosa’s executive tenure)
| Measure | 2024 | 2023 | YoY |
|---|---|---|---|
| Revenue ($B) | $8.352 | $7.124 | +17% |
| Da Vinci procedures | 2,683,000 | 2,286,000 | +17% |
| Da Vinci system placements | 1,526 | 1,370 | +11% |
| Ion procedures | 95,500 | 54,000 | +78% |
| Installed base (da Vinci) | ~9,902 | ~8,606 | +15% |
| Net income attributable to ISRG ($B) | $2.323 | $1.798 | +29% |
Regulatory/product milestones in 2024–2025 included da Vinci 5 clearances (FDA and international), da Vinci SP expansions, and Ion clearance in China—supporting growth and platform breadth .
Equity Ownership & Alignment Summary Table
| Item | Detail |
|---|---|
| Stock ownership guideline (President) | 3× base salary; in compliance . |
| Prohibited activities | Hedging, pledging, short sales; margin accounts prohibited . |
| Trading controls | Rule 10b5-1 plans required for officers/SVP+ (with limited exceptions) . |
| 2024 exercises/vesting | 140,850 options exercised ($47.58M value); 8,263 RSUs vested ($3.24M) . |
Investment Implications
- Alignment with value creation: High equity weighting (50% PSUs/50% RSUs) ties pay to multi-year operational KPIs (procedure growth) and market performance (Relative TSR in 2024 PSU cohort), consistent with strong 2024 fundamentals and outsized 2020–2024 TSR vs. the peer index .
- Retention risk vs. protection: No employment agreement and limited perqs favor shareholder alignment; CIC benefits are double-trigger and formulaic, but equity acceleration could be sizable ($46.6M for Rosa in the 12/31/2024 illustration), which both incentivizes continuity through a transaction and represents a potential dilution/cost consideration for investors .
- Selling pressure signals: Large 2024 option exercises indicate significant monetization capacity; ongoing RSU vests and a 2027 PSU cliff may drive periodic liquidity; however, trading must occur under 10b5-1 plans and pledging is prohibited, reducing forced-sale risk .
- Governance quality: Independent Chair, majority independent Board, independent compensation committee with robust peer benchmarking, strong say-on-pay history, and SEC/Nasdaq-compliant clawback support governance strength .
Appendix — Additional Data Tables
2024 Grants of Plan-Based Awards (Rosa)
| Grant Date | Cash Incentive Target ($) | Cash Incentive Max ($) | PSU Threshold (#) | PSU Target (#) | PSU Max (#) | RSUs (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2/26/2024 | 894,000 | 1,117,500 | — | 15,263 | 19,079 | 15,263 | $6,042,985 (PSUs); $5,926,165 (RSUs) |
Outstanding Options Snapshot (selected)
| Grant | Exercisable | Unexercisable | Exercise Price | Expiry |
|---|---|---|---|---|
| 2/26/2021 | 9,834 | 429 | $245.60 | 2/26/2031 |
| 8/26/2021 | 9,834 | 429 | $347.42 | 8/26/2031 |
| 2/28/2023 | 3,950 | 4,669 | $229.39 | 2/27/2030 |
| 6/12/2023 | 6,111 | 10,186 | $313.64 | 6/11/2030 |
| 8/10/2023 | 3,950 | 4,669 | $304.67 | 8/9/2030 |
Pay Versus Performance (Company)
| Year | PEO (CEO) SCT Total ($) | Average SCT (Non-PEO NEOs) ($) | TSR ($100 Base) | Peer Index TSR ($100 Base) |
|---|---|---|---|---|
| 2024 | 18,196,432 | 8,365,417 | 264.89 | 103.67 |
All data from Intuitive Surgical, Inc. DEF 14A, filed March 14, 2025.