Keith Leonard
INTUITIVE SURGICALAbout Keith R. Leonard, Jr.
Independent director of Intuitive Surgical (ISRG) since 2016; age 63. Leonard is a biopharma operator and dealmaker with 25+ years in R&D, commercialization, and international P&L leadership, including founding/CEO of KYTHERA (sold to Allergan for $2.1B) and senior leadership roles at Amgen Europe; education includes B.S. (UCLA), B.A. (Univ. of Maryland), M.S. (UC Berkeley), and MBA (UCLA Anderson) . He currently serves on ISRG’s Audit Committee and is deemed independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Biotechnology (UBX) | Chairman & CEO | 2016–2020 | Built early-stage program; led operations and strategy |
| KYTHERA Biopharmaceuticals | Co‑Founder, President & CEO | 2005–2015 | Led development/approval/launch of KYBELLA; positioned sale to Allergan for $2.1B |
| Amgen | SVP & GM, Amgen Europe; VP, Rheumatology BU; Managing Director, European Logistics Center; Head of Information Management and other leadership roles | 1991–2004 | Oversaw commercial ops across 28 countries; drove leadership in anemia; created rheumatology business |
| U.S. Navy CEC | Lieutenant | 1984–1991 | Engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unity Biotechnology (NASDAQ: UBX) | Director | Since 2016 | Public company directorship |
| Arcutis Biotherapeutics (NASDAQ: ARQT) | Director | Since 2021 | Public company directorship |
| Anacor Pharmaceuticals (NASDAQ: ANAC) | Director (prior) | 2014–2016 | Prior public board |
| Sienna Biopharmaceuticals (NASDAQ: SNNAQ) | Director (prior) | 2016–2019 | Prior public board |
Board Governance
- Independence: The Board determined Leonard is independent; ISRG states all directors other than the CEO and President are independent; all committee members are independent .
- Committee assignments: Audit Committee member; the Audit Committee met 9 times in 2024 .
- Attendance: In 2024, the Board held 4 meetings; each incumbent director attended at least 75% of Board and applicable committee meetings during their service period .
- Board structure: Independent Chair (Craig Barratt); regular independent director sessions .
Fixed Compensation (Director Pay)
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | Unchanged from 2023 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance $15,000 | Unchanged from 2023 |
| Committee member retainers | Audit $12,500; Compensation $10,000; Governance $7,500 | Unchanged from 2023 |
| 2024 actual (Leonard) | Cash fees: $82,500; Stock awards (grant date fair value): $275,736; Total: $358,236 | RSUs valued at $373.12 grant date price (Apr 25, 2024) |
Performance Compensation
| Equity Element | Grant Value/Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Director RSUs (2024 program) | Members: $280,000 target value | 100% on 1-year anniversary or next AGM, subject to service | None (time-based; no performance metrics) |
In 2024 ISRG eliminated stock option grants for directors and granted equity solely as RSUs; this continued in 2025, aligning with company-wide equity design and reducing dilution/overhang risk .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Unity Biotechnology (UBX); Arcutis Biotherapeutics (ARQT) |
| Interlocks/conflicts | The proxy discloses a related‑party transaction policy and lists Leonard as independent; no interlock relationships for Compensation Committee members in 2024, and no impairment of independence indicated for Leonard . |
Expertise & Qualifications
- Biopharma product lifecycle: discovery through commercialization; led KYBELLA approval and commercial launch prior to $2.1B sale to Allergan .
- International commercial operating experience: led Amgen Europe across 28 countries; established market leadership in anemia .
- Broad operating scope: sales/marketing, engineering, operations, IT, finance; founder/CEO experience .
- Education: B.S. Engineering (UCLA), B.A. History (Univ. of Maryland), M.S. Mechanical Engineering (UC Berkeley), MBA (UCLA Anderson) .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Composition Detail | Unvested/Outstanding Awards |
|---|---|---|---|---|
| Keith R. Leonard, Jr. | 11,090 shares | * (<0.5%) | Includes 1,606 shares directly and 9,484 options exercisable within 60 days of 12/31/2024 | 739 RSUs outstanding as of 12/31/2024; all director options are vested and exercisable |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer; all non‑employee directors met guidelines as of 12/31/2024 .
- Hedging/pledging prohibition: Directors may not hedge or pledge company shares; trading restricted to Rule 10b5‑1 plans (with limited exceptions) .
Governance Assessment
- Strengths
- Financial oversight: Audit Committee service; committee met 9 times in 2024, indicating active oversight cadence .
- Deep healthcare commercialization M&A background complements ISRG’s scale and regulatory environment .
- Independence affirmed; Board largely independent; regular executive‑free sessions .
- Pay alignment: Director pay majority in equity via RSUs; ownership guideline met; no hedging/pledging allowed .
- Shareholder support signal: Say‑on‑Pay approval >93% at 2024 AGM, indicating broad investor comfort with compensation governance framework (contextual, company‑wide) .
- Watch items
- External board commitments: Simultaneous service on two public company boards (UBX, ARQT) requires ongoing time‑commitment monitoring; no attendance issues disclosed (Board‑wide ≥75% threshold met) .
- Related‑party exposure: Company maintains a robust related‑party review policy; Leonard listed as independent; continue to monitor for any future transactions .
Overall, Leonard brings transaction-savvy biopharma leadership and audit‑relevant oversight to ISRG’s board with solid independence and alignment practices; risk signals tied to conflicts, pledging, or low attendance are not evident in the latest proxy disclosures .