Gary Guthart
INTUITIVE SURGICALAbout Gary S. Guthart, Ph.D.
Gary S. Guthart is Intuitive Surgical’s Chief Executive Officer and a member of the Board (not an independent director). He has served as CEO since 2010 and as a director since 2010; age 59. He holds a B.S. in Engineering from UC Berkeley and M.S./Ph.D. in Engineering Science from Caltech. His background spans robotics, applied mathematics, and three decades of operating leadership at Intuitive after early work at SRI International.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuitive Surgical | CEO | Since 2010 | Led global expansion, quality/safety and analytics initiatives, M&A to deepen integrated platform. |
| Intuitive Surgical | President & COO | 2006–2010 | Enterprise strategy, operations leadership. |
| Intuitive Surgical | SVP, Product Operations | 2002–2006 | Product execution and scaling. |
| Intuitive Surgical | VP, Engineering | 1999–2002 | Engineering leadership across platforms. |
| Intuitive Surgical | Control Systems Analyst | 1996–1999 | Early robotics/control systems work. |
| SRI International | Applied Mathematics Researcher | 1992–1996 | Core technologies underpinning computer‑enhanced surgery. |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. (ILMN) | Director | 2017 | Public life sciences board; additional oversight/industry connectivity. |
Board Governance
- Independence status: Not independent (current CEO). All directors except the CEO and President are independent under Nasdaq; all Board committees are fully independent.
- Board leadership: Independent Chair model (Craig Barratt, PhD), with regular independent director sessions; separation of Chair/CEO roles for checks and balances.
- Committee assignments: None (management director).
- Board attendance: In 2024 the Board held 4 meetings; each incumbent director attended at least 75% of aggregate Board+committee meetings during their service period. Ten of twelve directors attended the 2024 Annual Meeting.
- Related party/independence safeguards: Written related‑party transactions policy with Audit Committee oversight; independence confirmed for all non‑management directors.
Fixed Compensation (CEO pay; not eligible for director retainers)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $873,081 | $955,000 | $1,006,250 |
| Annual Cash Bonus Paid (Non‑Equity Incentive Plan) ($) | $1,355,449 | $1,610,743 | $1,628,994 |
| All Other Compensation ($) | $1,500 | $56,267 | $2,000 |
| Director Cash/Equity for Board Service | Not applicable; CEO not paid additional Board fees. | Not applicable. | Not applicable. |
Notes
- 2024 CIP bonus funding: 113.6% based on AOI achievement and strategic goals; individual awards paid March 2025.
- CEO target bonus for 2024: 150% of base salary; maximum 187.5%.
Performance Compensation
- 2024 equity mix shift: Company eliminated stock options; executive equity split 50% PSUs / 50% RSUs for long‑term alignment.
- 2025 PSU metric update: Relative TSR component replaced with Relative Adjusted Operating Margin Percentage to emphasize balanced growth/profitability.
2024 Corporate Incentive Program (CIP) – Funding Mechanics and Results
| Component | Weight | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 50% | $2.601B AOI → 0% | $2.928B AOI → 100% | $3.225B AOI → 125% | $3.228B AOI → 125.0% |
| Company Strategic Goals (aggregate) | 50% | n/a | 100% | 125% | 102.1% |
| Payout (weighted) | — | — | — | — | 113.6% of target |
2024 PSU Program – Metrics and Payout Range
| Metric | Weight | Threshold Payout | Target Payout | Max Payout |
|---|---|---|---|---|
| 2023→2025 combined da Vinci + Ion procedure growth | 33.3% | 75% | 100% | 125% |
| 2023→2026 combined da Vinci + Ion procedure growth | 33.3% | 75% | 100% | 125% |
| Relative TSR vs S&P Health Care Equipment Select Index | 33.3% | 75% @ 25th pctile | 100% @ 50th pctile | 125% @ ≥75th pctile (capped at 100% if absolute TSR < 0) |
Historical PSU Results (context)
- 2022 PSU program: Overall attained at 125% (max) on 2023 YoY procedure growth, 2023–2024 2‑yr CAGR, and relative TSR at 93rd percentile.
Grants (selected)
| Grant Type | 2024 | 2025 |
|---|---|---|
| CEO RSUs (shares) | 19,841 | 13,732 |
| CEO PSUs Target (shares) | 24,800 | 13,732 |
Other Directorships & Interlocks
| Company | Role | Interlocks/Exposure |
|---|---|---|
| Illumina, Inc. (ILMN) | Director (since 2017) | Large‑cap life sciences tools; no related‑party transactions disclosed by ISRG. |
Expertise & Qualifications
- Deep domain expertise in robotic‑assisted minimally invasive surgery, healthcare economics, quality and patient safety.
- Global scaling and strategy execution; led international expansion into Europe and Asia.
- Academic credentials in engineering (Caltech Ph.D.; UC Berkeley B.S.).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,576,199 shares as of 12/31/2024; includes trust holdings and equity deliverable within 60 days. |
| Ownership % of shares outstanding | <0.5% (356,625,204 shares outstanding as of 12/31/2024). |
| Vested vs. unvested/near‑term | Includes 297,005 options exercisable within 60 days; 13,131 RSUs and 10,860 PSUs vesting within 60 days. |
| Insider share pledging/hedging | Prohibited for directors/officers; also bars holding in margin accounts; Rule 10b5‑1 trading plan requirement for officers/SVP+ with limited exceptions. |
| Officer ownership guidelines | CEO must hold ≥6x base salary; compliance met as of 12/31/2024. |
Insider Trading Activity (2024 Realized)
| Type | Shares | Value |
|---|---|---|
| Options exercised | 84,150 | $32,122,523 |
| RSUs vested | 12,034 | $4,666,153 |
Employment & Contracts
- Employment agreements: None; executives are at‑will.
- Clawback: SEC/Nasdaq‑compliant recovery policy covering cash incentive and performance‑vesting equity for accounting restatements; extendable to other compensation; plan documents allow clawback compliance.
- Change‑in‑Control (CIC) plan: Double‑trigger benefits for termination without cause or involuntary separation within 12 months post‑CIC; cash severance equals six months of “base compensation” (base salary + target bonus) plus one month per year of service up to 12 months; six months COBRA; 100% vesting of outstanding unvested equity; PSUs deemed at greater of target or actual at CIC, with vesting mechanics depending on assumption by acquirer.
CIC Illustrative Amounts (as of 12/31/2024)
| Component | Amount |
|---|---|
| PSU acceleration value (deemed) | $32,711,755 |
| Total potential payment on qualifying termination (cash + COBRA + equity) | $61,031,549 (Cash base comp+target bonus: $2,537,500; COBRA: $10,079; Equity accel: $58,483,970) |
Director Compensation (for context; not applicable to CEO)
- Non‑employee directors receive cash retainers and annual RSUs (members $280,000 target; Chair $395,000 target); all‑RSU beginning 2024 with 1‑year vest; equity cap $750,000/yr.
- CEO and President are not paid additional fees for Board service.
Compensation Structure Analysis (signals)
- Shift from options to RSUs/PSUs in 2024 reduces overhang and aligns with peer practice; raises certainty/value at grant while retaining multi‑year performance linkage via PSUs.
- 2025 PSU metric change from relative TSR to relative adjusted operating margin indicates increased focus on profitability discipline alongside growth.
- Say‑on‑pay: 2024 support >93%, suggesting shareholder alignment with current pay design.
- No tax gross‑ups; option repricing and underwater buyouts prohibited; no single‑trigger vesting—shareholder‑friendly guardrails.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no disclosed related‑party transactions involving Guthart; no executive employment agreements; double‑trigger CIC only; no excise tax gross‑ups.
- Board independence/structure mitigants: Independent Chair; fully independent committees; regular executive‑session meetings.
- Attendance: Aggregate thresholds met; no individual attendance issues disclosed.
Governance Assessment
- Strengths: Independent Chair; fully independent committees; robust insider trading and ownership policies; strong shareholder support for pay; clawback in place; CIC plan structured as double‑trigger with reasonable cash severance and transparent equity treatment; no director fees paid to CEO (avoid duplication).
- Watch‑items: Two insiders on the Board (CEO and President) versus one historically; however, independence remains majority and committee independence intact. Continued monitoring of succession planning and independent director refresh advisable.
Summary: Guthart is not an independent director—he is CEO and a long‑tenured director with substantial equity alignment, strong performance‑linked incentives, and shareholder‑friendly guardrails. The Board’s independent leadership and policies mitigate typical CEO‑director governance risks.