Henry Charlton
INTUITIVE SURGICALAbout Henry Charlton
Henry L. Charlton, 55, is Executive Vice President and Chief Commercial and Marketing Officer at Intuitive Surgical (ISRG). He joined Intuitive in November 2003 and has held commercial leadership roles in the U.S. and Europe, later expanding scope across APAC, global distribution, regional marketing, customer services, and commercial enablement; he was promoted to EVP effective January 1, 2025 . He holds a B.A. in History and English from the University of Pittsburgh . Company performance metrics linked to executive incentives include 2022 PSU attainment at 125% driven by da Vinci procedure growth (21.9% YoY for 2023 vs 2022; 19.6% two-year CAGR for 2023–2024) and relative TSR at the 93rd percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tidal Software | Vice President, Eastern U.S. Sales | — | Enterprise commercial leadership prior to joining Intuitive |
| Securant Technologies | Not disclosed | — | Prior industry experience (role not specified) |
| Legato Systems | Not disclosed | — | Prior industry experience (role not specified) |
| U.S. Surgical Corporation | Not disclosed | — | Prior industry experience (role not specified) |
External Roles
No external public-company directorships disclosed for Charlton .
Fixed Compensation
| Item | 2023 | 2024 | 2025 (Effective Jan 1, 2025) |
|---|---|---|---|
| Base Salary ($) | $585,000 | $600,000 | $670,000 |
| Target Annual Cash Bonus (% of Base) | 65% | 65% | 100% |
| Maximum Annual Cash Bonus (% of Base) | 81.25% | 81.25% | 125% |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 PSUs – Relative TSR vs Peer Group Index | 1/3 | Not disclosed | Not disclosed (Company changed metric in 2025 to Relative Adjusted Operating Margin %) | 75–125% of target potential | 3-year cliff (grants 2/26/2024) |
| 2024 PSUs – Combined da Vinci & Ion Procedure Growth (multi-year) | 2/3 | Not disclosed | Not disclosed | 75–125% of target potential | 3-year cliff (grants 2/26/2024) |
| 2023 PSUs – Procedures (2024 vs 2022 growth) | 1/3 component attained at max | Not disclosed | ~880,600 procedure increase attained max on one-third | One-third at maximum | 3-year cliff |
| 2022 PSUs – Procedures & Relative TSR | Each of 3 components | Not disclosed | 2023 vs 2022 procedures +21.9% (max); 2-year CAGR 19.6% (max); Relative TSR 93rd percentile (max) | Overall final attainment 125% | 3-year cliff |
2024 Grants of Plan-Based Awards (Charlton)
| Grant Type | Grant Date | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| PSUs (#) | 2/26/2024 | 5,151 | 6,868 | 8,585 | 3-year performance period; 1/3 relative TSR, 2/3 procedure growth; overall 75–125% payout range |
| RSUs (#) | 2/26/2024 | — | 6,868 | — | Vests 1/4 annually over four years |
| Cash Incentive ($) | 2024 | — | $387,563 | $484,454 | Annual performance-based bonus under CIP; 65% target of base in 2024 |
Multi-year Summary Compensation (Charlton)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $596,250 | $5,385,855 | — | $484,315 | $2,000 | $6,468,420 |
| 2023 | $580,000 | $3,021,376 | $999,019 | $423,807 | $72,389 | $5,096,591 |
| 2022 | — | — | — | — | — | Not disclosed for Charlton in 2022 SCT row (Charlton shown for 2023–2024) |
Shift in long-term incentives: beginning in 2024, no stock options granted; NEO equity mix is 50% PSUs and 50% RSUs .
2025 Equity Awards Authorized (Charlton)
| Year | RSUs Granted (#) | Options Granted (#) | PSUs Target (#) |
|---|---|---|---|
| 2025 | 4,120 | — | 4,120 |
| 2024 | 6,868 | — | 6,868 |
| 2023 | 4,310 | — | 8,619 |
Equity Ownership & Alignment
Beneficial Ownership (as of Dec 31, 2024)
| Holder | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Henry L. Charlton | 35,246 | <0.5% | 3,001 direct; 24,159 options exercisable within 60 days; 4,828 RSUs vesting within 60 days; 3,258 PSUs vesting within 60 days |
Stock Ownership Guidelines and Compliance
- EVP minimum ownership requirement: 3x base salary; five years to comply; all executives subject met guidelines as of Dec 31, 2024 .
- Hedging and pledging prohibited; directors and officers cannot hedge or pledge company stock; trades generally via 10b5-1 plans .
Option Exercises and RSU Vesting (2024)
| Transaction Type | Shares | Value Realized ($) |
|---|---|---|
| Options exercised (Charlton) | 19,758 | $6,809,319 |
| RSUs vested (Charlton) | 4,563 | $1,769,850 |
Outstanding Equity Awards (selected, as of Dec 31, 2024)
| Type | Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Stock Option | 2/28/2020 | 2,901 | — | 177.99 | 2/28/2030 |
| Stock Option | 8/28/2020 | 2,898 | — | 242.34 | 8/28/2030 |
| Stock Option | 2/26/2021 | 2,457 | 108 | 245.60 | 2/26/2031 |
| Stock Option | 8/26/2021 | 2,457 | 108 | 347.42 | 8/26/2031 |
| Stock Option | 2/28/2022 | 3,195 | 1,316 | 290.33 | 2/28/2029 |
| Stock Option | 8/29/2022 | 3,195 | 1,316 | 208.90 | 8/28/2029 |
| Stock Option | 2/28/2023 | 2,963 | 3,501 | 229.39 | 2/27/2030 |
| Stock Option | 8/10/2023 | 2,963 | 3,501 | 304.67 | 8/9/2030 |
| Equity Award | Grant Date | RSUs Unvested (#) | PSUs Unearned (#) | Vesting Notes |
|---|---|---|---|---|
| RSU | 2/26/2021 | 1,281 | — | Vests 1/4 annually |
| RSU | 2/28/2022 | 1,504 | — | Vests 1/4 annually |
| PSU | 2/28/2022 | — | 1,253 | Earnable 75–125%; 3-year cliff; some components moved to “unvested shares” due to max attainment |
| RSU | 2/28/2023 | 3,232 | — | Vests 1/4 annually |
| PSU | 2/28/2023 | — | 7,182 | Earnable 75–125%; 3-year cliff |
| RSU | 2/26/2024 | 6,868 | — | Vests 1/4 annually |
| PSU | 2/26/2024 | — | 8,584 | Earnable 75–125%; 3-year cliff |
Aggregate Grants Under the 2010 Plan (to date as of Feb 27, 2025)
| Recipient | Stock Options | RSUs | PSUs (target) |
|---|---|---|---|
| Henry L. Charlton | 265,994 | 87,440 | 18,495 |
Employment Terms
- At-will employment; no individual employment agreements; no executive pensions or SERPs; no tax gross-ups; clawback policy in place consistent with SEC/Nasdaq rules; no option repricing; double-trigger change-in-control arrangements .
- Hedging/pledging prohibited per Insider Trading Policy .
Change-in-Control Plan – Severance Formula
- Cash severance: six months of base compensation (base salary + target bonus), plus one additional month per year of service up to 12 months total; six months of COBRA premiums; 100% vesting of all outstanding unvested equity awards upon qualifying termination within 12 months after a change in control (double-trigger) .
Estimated Potential Payments for Charlton (as of Dec 31, 2024)
| Component | Amount ($) |
|---|---|
| Base Compensation + Target Bonus | $990,000 |
| COBRA Premiums | $15,553 |
| Total Value of Equity Acceleration | $21,162,057 |
| Total Potential Payment | $22,167,610 |
Investment Implications
- Pay-for-performance alignment is strong: PSU frameworks tightly tie outcomes to multi-year procedure growth and market-relative or profitability metrics; 2022 PSU program achieved the maximum across all components (overall 125%), signaling robust execution during Charlton’s leadership tenure in commercial roles .
- Reduced option risk and increased RSU/PSU mix since 2024 increases certainty of value realization while keeping performance conditions meaningful; 2025 PSU metric shift from Relative TSR to Relative Adjusted Operating Margin Percentage heightens focus on profitable growth, potentially improving capital efficiency and shareholder alignment .
- Insider selling pressure: Charlton exercised 19,758 options in 2024 with $6.8M value realized and had 4,563 RSUs vest; given hedging/pledging prohibitions and ownership guidelines compliance, ongoing sales likely reflect diversification and lifecycle of option grants rather than misalignment; monitor 10b5‑1 plan activity near large vesting events and upcoming PSU cliff dates for flow overhang .
- Retention risk appears moderate: meaningful equity outstanding (unvested RSUs/PSUs and remaining options) plus double‑trigger CIC protections suggest incentives to stay through performance periods; however, his annual bonus target moved to 100% effective 2025 (from 65%) and base rose to $670k, modestly increasing guaranteed cash while preserving at‑risk equity exposure .