Gary Loeb
INTUITIVE SURGICALAbout Gary Loeb
Gary H. Loeb, age 55, is Executive Vice President and Chief Legal and Compliance Officer at Intuitive Surgical (ISRG) as of January 2025; he joined Intuitive in September 2022 as Senior Vice President, General Counsel and Chief Compliance Officer . He holds a B.S. in biological sciences and a B.A. in English from Stanford University and a J.D. from Columbia Law School . Company performance metrics relevant to his incentive alignment include 2024 Corporate Incentive Program (CIP) funding at 113.6% (AOI achieved $3.228B and strategic goals 102.1%), 2022 PSU program earned at 125% (maximum) on all three components including relative TSR at the 93rd percentile, and Q4 2024 revenue up 25% YoY, underscoring pay-for-performance design that ties executive outcomes to multi-year operational and stock outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intuitive Surgical | EVP, Chief Legal & Compliance Officer | Jan 2025–Present | Elevated to EVP; oversees global legal and compliance amid growth and evolving regulatory landscape |
| Intuitive Surgical | SVP, General Counsel & Chief Compliance Officer | Sep 2022–Dec 2024 | Built and led legal/compliance functions during period of strong procedure growth and multi-year PSU attainment |
| Mammoth Biosciences | General Counsel | Jul 2021–Sep 2022 | Led legal at CRISPR diagnostics firm; supported growth and IP strategy |
| Sangamo Therapeutics | General Counsel | Jul 2019–Jul 2021 | Directed legal at gene therapy company; navigated clinical and partnership matters |
| Achaogen | General Counsel | Nov 2016–Jun 2019 | Led legal in anti-infectives; managed complex regulatory and financing context |
| Genentech | VP, Intellectual Property; leader of IP/litigation | ~2005–2016 (11 years) | Built IP strategy; led major litigation protecting biologics franchises |
| Law firms (LA/SF) | Associate | Prior to Genentech | Foundational training in corporate/IP litigation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Loeb in the 2025 proxy |
Fixed Compensation
- Loeb was not a 2024 Named Executive Officer (NEO); his specific base salary, target bonus %, and bonus paid are not itemized in the Summary Compensation Table (which covers CEO, President, CFO, CMO, and CDO) .
- Stock ownership guidelines require Executive Vice Presidents to maintain 3x base salary in company stock; all covered officers met guidelines as of December 31, 2024 .
Performance Compensation
Annual Corporate Incentive Program (CIP) – Structure and 2024 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | Payout/Funding |
|---|---|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 50% | $2.601B | $2.928B | $3.225B | $3.228B | 125.0% component |
| Aggregate Company Performance Goals | 50% | —% | 100% | 125% | 102.1% | 102.1% component |
| CIP Funding (blended) | — | — | — | 125% cap | — | 113.6% total |
Notes:
- Company Performance Goals span Support Customers, Innovation, Operational Excellence, Quality, and Financial; specific targets are confidential due to competitive sensitivity .
- If AOI threshold is not met, NEO pool is not funded; max CIP payout capped at 125% absent individual discretion .
Long-Term Incentive Compensation – PSU Design (2024 grants)
| Metric | Weighting | Threshold (% Earned) | Target (% Earned) | Maximum (% Earned) |
|---|---|---|---|---|
| Relative TSR vs. S&P Health Care Equipment Select Industry Index | 33.3% | 75% | 100% | 125%; capped at 100% if absolute TSR is negative |
| Procedure Count Growth (2023→2025) | 33.3% | 75% | 100% | 125% |
| Procedure Count Growth (2023→2026) | 33.3% | 75% | 100% | 125% |
Vesting:
- PSUs: 3-year cliff vest (0–125% earned) subject to performance and continued service .
- RSUs: 25% per year over 4 years (time-based) .
Historical attainment reference (company-level):
- 2022 PSU program earned 125% overall: both procedure-growth components achieved at maximum; relative TSR at 93rd percentile achieved at maximum .
Equity Ownership & Alignment
Stock Ownership Guidelines and Compliance
| Role | Required Multiple of Salary | Compliance Status (as of 12/31/2024) |
|---|---|---|
| CEO | 6x base salary | Met |
| President & Executive Vice Presidents | 3x base salary | Met |
- Hedging and pledging of company securities are prohibited; directors, officers, and SVPs+ are required to trade via Rule 10b5-1 plans (with limited exceptions) .
- Transferability limits: awards cannot be sold, pledged, or transferred except by will/descent; administrator may permit limited transfers to permitted transferees; in no event transferable for consideration without shareholder approval .
- Minimum vesting: no award vests earlier than one year from grant (limited exceptions up to 5% of share reserve); one-year rule can be waived upon termination or change in control per plan terms .
Beneficial ownership disclosure:
- Individual beneficial ownership for Loeb is not itemized; executives and directors as a group (19 persons, including Loeb) beneficially owned 2,442,846 shares (0.7% of outstanding) as of 12/31/2024, with details on options and RSUs/PSUs vesting within 60 days .
Insider transactions:
- Attempted Form 4 pull via insider-trades skill returned an authorization error; rely on proxy disclosures and policies for alignment (consider manual SEC lookup for most recent Form 4s to assess near-term selling pressure). [Search attempted; tool error]
Employment Terms
Change-in-Control (CIC) Plan and Severance Economics
| Provision | Term |
|---|---|
| Triggers | Double-trigger (CIC plus qualifying termination within 12 months) |
| Cash severance | Lump-sum equal to six months of base compensation (base salary + target bonus) plus one additional month per full year of service, capped at 12 months total |
| COBRA | Six months of COBRA premiums if elected |
| Equity acceleration | 100% vesting of all unvested equity upon qualifying CIC termination; PSU treatment depends on assumption by acquirer (deemed at ≥ target/actual; vesting timing/acceleration varies) |
| Clawback | SEC/Nasdaq-compliant policy; recovery of erroneously paid incentive comp; plan-level recoupment and forfeiture provisions apply |
| Tax gross-ups | None provided; company does not offer tax reimbursements/gross-ups |
| Employment agreements | None; executives employed at will |
| Perquisites | Generally not provided; limited exceptions for role needs, efficiency, security, or recruitment/retention; subject to committee review |
CIC benchmarking and governance:
- Severance benefits described as limited and consistent with peer practices; board opposed stockholder proposal to require votes on “excessive golden parachutes,” citing competitive recruiting/retention needs and existing limits .
Investment Implications
- Strong alignment: EVP-level ownership guidelines (3x salary), prohibition on hedging/pledging, and PSU design tied to multi-year procedure growth and market-relative performance reduce misalignment risk and anchor pay-for-performance across legal/compliance leadership .
- Retention risk appears moderate: no individual employment contract, but meaningful multi-year equity vesting (RSUs/PSUs) and CIC double-trigger benefits encourage continuity; severance cash is capped at 12 months, limiting moral hazard while preserving retention value .
- Potential selling pressure: standard annual RSU vesting could create episodic Form 4 sale/withholding activity; hedging/pledging prohibitions mitigate leverage-related forced sales; monitor filings around vest dates for signals .
- Performance linkage: Company-level metrics that fund executive cash incentives (AOI and strategic goals) and PSU attainment (e.g., 2022 program at 125%, 2024 design) reflect tangible ties between execution and payouts—positive for governance quality and likely stable Say‑on‑Pay support (93% in 2024) .
- Governance safeguards: clawback and no-repricing language reduce downside governance risk; minimum one‑year vesting curbs quick‑hit grants; transferability limits minimize collateralization risks .
Note: Loeb’s specific base pay/bonus/award amounts are not disclosed for 2024 since he was not a Named Executive Officer; conclusions rely on company-wide program design, policies, and governance disclosures that apply to EVPs including the Chief Legal & Compliance Officer .