Jami Nachtsheim
INTUITIVE SURGICALAbout Jami Nachtsheim
Independent director of Intuitive Surgical (ISRG) since 2017; age 66. Former Corporate Vice President, Sales & Marketing Group and Director of Worldwide Marketing at Intel; brings global go-to-market, branding, and transformation expertise, including leadership of the Intel Inside program expansion to TV and radio. Holds a B.S. in Business Management from Arizona State University; prior board experience spans life sciences and biotech companies. Currently serves as Chair of the Governance & Nominating Committee; past service includes the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Corporate VP, Sales & Marketing Group; Director, Worldwide Marketing; Director, Intel Inside Program; Director, Customer Service & Logistics (Europe); Manager, ASIC Ops | 1980–2000; specific leadership roles 1986–2000 | Led worldwide marketing; expanded Intel Inside campaign; oversaw customer engagement and logistics across EMEA (Intel’s fastest-growing market at the time) |
| FEI Company (electron microscopy) | Director | Feb 2012–Sep 2016 (acquired by Thermo Fisher) | Board service through sale to Thermo Fisher |
| Affymetrix, Inc. (life sciences) | Director; Chairman | Mar 2010–Mar 2016; Chairman from Jan 2015 | Led board through sale to Thermo Fisher |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerus Corporation (Nasdaq: CERS) | Director | Since 2019 | Public company board experience (biomedical products) |
| Telesis Bio, Inc. (Nasdaq: TBIO; f/k/a Codex DNA) | Director | 2021–2024 | Public company board experience (biology) |
Board Governance
| Governance Attribute | 2023 | 2024 |
|---|---|---|
| Committee Memberships | Governance & Nominating (member); Compensation (member) | Governance & Nominating (Chair); not on Audit or Compensation |
| Committee Meeting Counts | Compensation Committee: 4 meetings | Audit: 9; Governance & Nominating: 6 |
| Independence | All directors except CEO independent; all committees comprised of independent directors | Same; independent oversight emphasized |
| Board Attendance | Board held 5 meetings; each incumbent attended ≥75% of aggregate board and committee meetings | Board held 4 meetings; each incumbent attended ≥75% of aggregate board and committee meetings |
| Lead/Chair Structure | Chair of Board separate from CEO | Chair of Board separate from CEO |
- The Governance & Nominating Committee oversees board composition, nominations, board education, succession planning coordination, performance assessment, director/officer insurance, indemnification, and stockholder proposals .
- Compensation Committee uses independent consultant Aon; all members are independent; no SEC-defined interlocks .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 81,667 | 85,833 |
| Program changes (cash) | Board general annual retainer increased to $70,000 effective May 1, 2023; Audit Chair $25,000; Governance Chair $15,000; Audit members $12,500; Compensation members $10,000; Governance members $7,500 | Compensation program similar in 2025; oversight by independent Compensation Committee; majority of compensation in equity |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 168,378 (RSUs grant date fair value; ASC 718) | 275,736 (RSUs only; grant date fair value) |
| Option Awards ($) | 133,078 (grant date fair value; ASC 718) | — (options eliminated; RSU-only beginning 2024) |
| Equity Program Target Values | Members: RSU $140,000; Options $140,000 (Chair: $197,500 each) | Members: RSU $280,000; Chair: RSU $395,000 |
| Vesting Schedule | RSUs and options vest 100% on earlier of 1-year or next annual meeting, subject to service | RSUs vest 100% on earlier of 1-year or next annual meeting, subject to service |
| Per-share grant date fair value | — | $373.12 per share (RSUs granted April 25, 2024) |
| Performance metrics | None disclosed for director equity; awards are time-based service vesting |
Change-in-control terms (plan-level): If successor refuses to assume/substitute awards, unassumed awards become fully vested prior to closing; performance awards deemed achieved at greater of 100% of target or actual as of change-in-control; then terminate for consideration at close .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | 2023 Compensation Committee comprised solely of independent directors; none are present/former ISRG officers; no officer interlocks per SEC definition |
| Shared directorships with suppliers/customers | Not disclosed in proxy; no related party transactions identified in retrieved sections |
Expertise & Qualifications
- Led Intel’s worldwide marketing and expansion of Intel Inside®, driving brand transformation and global market penetration .
- Extensive global business experience across US, Europe, Middle East, and Africa; led customer service/logistics in Europe .
- Board experience across biotech and life sciences, including Cerus and Telesis Bio, plus prior FEI and Affymetrix chairmanship .
- Skills matrix credits her with core competencies (public company, international, governance, strategy, marketing/sales/BD, senior leadership) and relevant technology/healthcare experience .
Equity Ownership
| Metric | 2023 (as of Dec 31, 2023) | 2024 (as of Dec 31, 2024) |
|---|---|---|
| Total beneficial ownership (shares) | 20,461 | 22,739 |
| Ownership % of shares outstanding | <0.5% | <0.5% |
| Options outstanding | 17,107 | 17,107 (all vested/exercisable) |
| Options exercisable | 15,398 | — (all options indicated vested; exercisable count not separately reported) |
| RSUs outstanding | 569 | 739 |
| Director ownership guidelines | Directors must hold ≥5x annual cash retainer; 2023: met/on track; 2024: all directors met | |
| Hedging/pledging | Hedging transactions and pledging Company stock prohibited; 10b5-1 plans required for directors, with limited exceptions |
Fixed Compensation (Program Detail)
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 (effective May 1, 2023) | Unchanged structure; cash plus equity; RSU-only equity beginning 2024 |
| Committee Chair Retainers (cash) | Audit: $25,000; Governance: $15,000 | Same (noted Board retains similar program in 2025) |
| Committee Member Retainers (cash) | Audit: $12,500; Compensation: $10,000; Governance: $7,500 | Same (noted) |
Performance Compensation (Program Detail)
| Component | 2023 | 2024 |
|---|---|---|
| Equity Mix | RSUs + Options | RSUs only (options eliminated) |
| Annual Target Values | Members: $140k RSUs + $140k options; Chair: $197.5k RSUs + $197.5k options | Members: $280k RSUs; Chair: $395k RSUs |
| Vesting | 100% at earlier of 1-year or next annual meeting; service-based | Same |
| Annual equity cap | Director aggregate grant date fair value capped at $750,000/year |
Other Directorships & Interlocks (Detail)
| Company | Role | Years | Notes |
|---|---|---|---|
| Cerus Corporation | Director | 2019–present | Active public board role |
| Telesis Bio, Inc. | Director | 2021–2024 | Former public board role |
| FEI Company | Director | 2012–2016 | Served through acquisition by Thermo Fisher |
| Affymetrix, Inc. | Director; Chairman | 2010–2016; Chair from 2015 | Served through acquisition by Thermo Fisher |
Governance Assessment
- Independence and leadership: Independent director; Governance & Nominating Committee Chair—central to board composition, evaluation, and succession oversight; strengthens board effectiveness and investor confidence .
- Engagement: Board attendance ≥75% in 2023 and 2024; Governance Committee met six times in 2024, indicating active oversight cadence .
- Alignment: RSU-only equity from 2024 reduces option-related risk and ties value to stock performance; director ownership guidelines (≥5x cash retainer) met by all directors as of 2024 .
- Controls: Hedging and pledging of Company stock prohibited; independent compensation consultant (Aon) engaged; interlocks absent; plan prohibits repricing without stockholder approval; robust clawback for executives, and plan-level change-in-control safeguards for equity .
- RED FLAGS: None identified in disclosed materials—no hedging/pledging, no related party transactions disclosed, no option repricing, attendance meets threshold .
Overall signal: Governance posture is conservative on director equity (RSU-only), with meaningful ownership requirements and strong committee leadership, supporting investor confidence in board oversight and alignment.