Jamie Samath
Executive Vice President, Chief Financial Officer and Head of Business Technology at 
INTUITIVE SURGICAL
INTUITIVE SURGICALExecutive
About Jamie Samath
Jamie E. Samath is Executive Vice President, Chief Financial Officer and Head of Business Technology at Intuitive Surgical (ISRG). He became CFO on January 1, 2022, and is 54 years old as of March 3, 2025 . He joined Intuitive in 2013 after senior finance roles at Atmel and National Semiconductor; he holds a B.A. in Business Studies from London Metropolitan University and is a Certified Public Accountant (inactive) . In 2024, Intuitive delivered strong operating performance (revenue up 17% to $8.35B; income from operations up 33% to $2.35B), and the annual bonus pool (CIP) funded at 113.6% reflecting above-target results .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intuitive Surgical | EVP, CFO & Head of Business Technology | 2022–present | Promoted to CFO; oversees finance and business technology functions |
| Intuitive Surgical | SVP, Finance | 2019–2021 | Senior finance leadership prior to CFO appointment |
| Intuitive Surgical | VP & Corporate Controller; Principal Accounting Officer | 2013–2019 | Principal Accounting Officer and controller responsibilities |
| Atmel Corporation | VP Finance & Corporate Controller; Principal Accounting Officer | 2011–2013 | Corporate controller and PAO at public semiconductor company |
| National Semiconductor | Various finance roles; PAO & Corporate Controller; VP, PAO & Corporate Controller | 1991–2011 | Led accounting as PAO/Controller; broader finance roles over 20 years |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 525,000 | 555,000 | 595,000 |
| Target Bonus (% of salary) | — | 65% | 65% (raised to 100% for 2025 in Jan 2025) |
| Actual Bonus Paid ($) | 360,360 | 386,278 | 452,570 |
| All Other Compensation ($) | 1,500 | 66,692 | 2,000 |
Performance Compensation
Annual Bonus (CIP) – Structure and Outcomes
- Design: 50% Adjusted Operating Income (AOI) and 50% Company Performance Goals (strategic objectives); AOI thresholds and weightings set annually .
- Outcomes:
- 2023: AOI achievement 106.5% and Company Goals 107.6% → CIP funded at 107.1% .
- 2024: CIP funded at 113.6% (paid March 2025) .
| Year | AOI Weight | Company Goals Weight | Funding Result |
|---|---|---|---|
| 2023 | 50% | 50% | 107.1% |
| 2024 | 50% | 50% | 113.6% |
Long-Term Incentives (LTIs)
- Vehicles and mix:
- 2024: 50% PSUs and 50% RSUs; stock options eliminated starting 2024 following investor/employee feedback .
- Prior to 2024: mix included stock options along with RSUs and PSUs .
- PSU metrics and vesting:
- 1/3 based on relative TSR vs Peer Group Index (market condition); 2/3 based on multi-year combined da Vinci + Ion procedure growth (performance condition); 3-year performance/vesting; payout 75–125% of target .
- RSU vesting: 25% per year over 4 years (annual installments) .
2024 Grants (Jamie E. Samath):
| Award Type | Grant Date | Target/Count | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs | 2/26/2024 | 7,631 target; 9,539 max | 3,021,299 | 3-year, based on TSR and procedure growth |
| RSUs | 2/26/2024 | 7,631 | 2,962,888 | 25% annually over 4 years |
Compensation trend (total equity grant-date fair value and options):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,773,656 | 3,021,376 | 5,984,187 |
| Option Awards ($) | 661,101 | 999,019 | — (none granted) |
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Shares Outstanding (Context) |
|---|---|---|---|
| Dec 31, 2023 | 28,882 (represents <0.5%) | <0.5% | 352,299,592 |
| Dec 31, 2024 | 18,454 (represents <0.5%) | <0.5% | 356,625,204 |
- Stock ownership guidelines: CEO 6x salary; President/EVPs (incl. CFO) 3x salary; five-year compliance window; all individuals subject to the requirement met guidelines (as of the proxy dates) .
- Hedging/pledging: Prohibited; SVP+ and officers must trade under Rule 10b5-1 plans (with limited exceptions) .
Outstanding Equity – as of Dec 31, 2024 (select items)
Time-based RSUs (unvested):
| Grant Date | Unvested RSUs (#) | Market Value ($) | Vesting Mechanics |
|---|---|---|---|
| 2/26/2024 | 7,631 | 3,983,077 | 25% per year over 4 years |
| 2/28/2023 | 3,232 | 1,686,975 | 25% per year over 4 years |
| 2/28/2022 | 1,504 | 785,028 | 25% per year over 4 years |
Performance Share Units (unearned/outstanding):
| Grant Date | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|
| 2/26/2024 | 9,538 | 4,978,454 |
| 2/28/2023 | 3,591 | 1,874,358 |
| 2/28/2022 | 1,253 | 654,016 |
Stock options (snapshot as of Dec 31, 2023; expirations/strikes illustrative of overhang):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/26/2021 | 1,815 | 750 | 245.60 | 2/26/2031 |
| 8/26/2021 | 1,818 | 747 | 347.42 | 8/26/2031 |
| 2/28/2022 | 2,067 | 2,444 | 290.33 | 2/28/2029 |
| 8/29/2022 | 2,068 | 2,443 | 208.90 | 8/28/2029 |
| 2/28/2023 | 1,347 | 5,117 | 229.39 | 2/28/2030 |
| 8/10/2023 | 1,347 | 5,117 | 304.67 | 8/10/2030 |
Note: We attempted to pull the latest Form 4s to quantify recent selling pressure and any active 10b5-1 plans, but the insider-trades data source returned an authorization error during retrieval (would supplement with transaction-level details upon access).
Employment Terms
Change-in-Control (CIC) and Severance
- CIC Plan (double-trigger): If terminated without cause or involuntarily within 12 months after a CIC, eligible employees (incl. executives) receive (i) lump-sum cash equal to six months of base compensation (base salary + target bonus) plus one additional month per year of service, capped at 12 months; (ii) six months of COBRA premiums; and (iii) 100% vesting of all unvested equity .
- PSUs under CIC:
- If assumed/continued: deemed achieved at greater of target or actual at CIC; continue to vest on 3rd anniversary; on qualifying termination within 12 months post-CIC, vest in full .
- If not assumed: deemed achieved at greater of target or actual and accelerate at CIC .
Illustrative potential payments (Company estimates):
| Scenario Date | Component | Amount ($) |
|---|---|---|
| 12/31/2022 CIC & qualifying termination | Base comp + target bonus | 866,250 |
| 12/31/2022 CIC & qualifying termination | COBRA premiums | 13,472 |
| 12/31/2022 CIC & qualifying termination | Equity acceleration (total) | 3,818,576 |
| 12/31/2022 CIC & qualifying termination | Total potential payment | 4,698,298 |
| 12/31/2022 CIC (PSUs only, if not assumed) | PSU acceleration value | 798,173 |
| 12/31/2023 CIC (PSUs not assumed; max performance as of date) | PSU acceleration value | 4,903,106 |
Clawback and Trading Policies
- Clawback: Policy compliant with SEC/Nasdaq—recovers erroneously paid incentive compensation upon qualifying restatements; may recover from other compensation as well .
- Insider trading: Hedging and pledging prohibited; directors/SVP+ must trade via Rule 10b5-1 plans (exemptions limited) .
Compensation Structure Analysis
- Year-over-year mix shifts: 2024 eliminated stock options and increased PSU/RSU emphasis (50/50), aligning with shareholder feedback and long-term value focus .
- Cash vs equity: Base salary rose from $525k (2022) to $595k (2024), while stock awards more than tripled over the same period, increasing at-risk compensation tied to multi-year outcomes .
- Bonus targets: CFO’s target bonus remained 65% in 2023–2024 but increased to 100% for 2025, raising cash at-risk exposure tied to annual corporate performance .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Over 90% approval in 2023 vote on 2022 pay; over 93% approval in 2024 vote on 2023 pay; five-year average approval over 92%—no significant program changes made in response .
Investment Implications
- Incentive alignment: Large unvested RSUs/PSUs and 3x salary ownership requirement, coupled with hedging/pledging prohibitions and required 10b5-1 trading, support alignment and reduce governance risk .
- Performance sensitivity: 2024 PSU design ties 2/3 to multi-year procedure growth (da Vinci + Ion) and 1/3 to relative TSR—direct leverage to volume growth and shareholder returns; option removal in 2024 reduces convexity but maintains strong equity linkage .
- Retention/CIC: Double-trigger CIC and full equity vesting upon qualifying termination support retention during potential strategic events while avoiding single-trigger windfalls; illustrated PSU acceleration values underscore equity’s role in change-in-control economics .
- Near-term cadence: Scheduled RSU vesting (multiple grants from 2022–2024) implies ongoing equity deliveries over the next 1–3 years; combined with 10b5-1-only trading, this may result in predictable, plan-driven transactions rather than discretionary sales pressure .