Lewis Chew
INTUITIVE SURGICALAbout Lewis Chew
Lewis Chew (age 62) is an independent director at Intuitive Surgical, serving since 2024. He is Chair of the Audit Committee and designated an “audit committee financial expert” under SEC rules, reflecting over 30 years of CFO and public audit experience. He holds a B.Sc. in Accounting from Santa Clara University, with prior senior roles as CFO of Dolby Laboratories and National Semiconductor, and as a Partner at KPMG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dolby Laboratories (NYSE: DLB) | Chief Financial Officer | 2012–2021 | Led portfolio expansion and market presence; funding innovation and aligning financial strategy with business goals . |
| National Semiconductor (acquired by Texas Instruments in 2011) | Chief Financial Officer | 2001–2011 | Drove operating margin improvements; positioned for TI acquisition to expand market presence and capacity . |
| KPMG | Partner | 1994–1997 | Oversaw public audits; advised on complex accounting and audit matters . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arista Networks (NYSE: ANET) | Director | Since 2021 | Current public company directorship . |
| Cadence Design Systems (Nasdaq: CDNS) | Director | Since 2020 | Current public company directorship . |
Board Governance
- Independence: Board determined Chew is independent under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Audit members during 2024 were Chew (Chair), S. Kolli, K.R. Leonard Jr., M.J. Rubash .
- Audit Committee meetings: 9 in 2024; Chew and Rubash designated “audit committee financial experts” by the Board .
- Board structure: Independent Chair (Craig H. Barratt) with separated CEO/Chair roles; Board held four meetings in 2024 .
- Attendance: Each incumbent director attended at least 75% of Board and relevant committee meetings in 2024 .
- Governance and Nominating Committee and Compensation Committee are fully independent; committee charters on the company website .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual for Chew |
|---|---|---|
| General Annual Board Retainer (cash) | $70,000 per year (pro-rated) | $63,333 (pro-rated; elected April 25, 2024) . |
| Audit Committee Chair (cash) | $25,000 per year (pro-rated) | Included in Fees earned above . |
| Audit Committee Member (cash) | $12,500 per year (pro-rated) | N/A (Chair role) . |
| Equity RSU Value (Members) | Target $280,000 RSU grant; RSUs vest 100% on earlier of first anniversary or next annual meeting | Stock awards grant-date fair value $275,736 (at $373.12/share on 4/25/2024) . |
| Total 2024 Director Compensation | Cash + Stock Awards | $339,069 . |
Performance Compensation
Directors receive time-based RSUs (no performance metrics); equity awards have vesting tied to service, aligning director incentives with shareholder value without short-term performance triggers .
| Metric | Detail |
|---|---|
| RSU grant date | April 25, 2024 . |
| RSU vesting | 100% at earlier of first anniversary or next annual meeting; continued service required . |
| RSU fair value | $275,736 at grant; $373.12 per share (closing price on grant date) . |
| RSUs outstanding (12/31/2024) | 739 RSUs . |
| Options | None outstanding for Chew . |
Other Directorships & Interlocks
- Current public boards: Arista Networks (since 2021), Cadence Design Systems (since 2020) .
- Conflict oversight: Related party transactions are reviewed under a written policy by the Audit Committee; factors include arm’s-length terms and independence; Audit Committee members may not approve transactions where they are related parties .
- No specific related-party transactions involving Chew are disclosed in the proxy .
Expertise & Qualifications
- Financial leadership: Former CFO at two public technology companies; capital allocation, risk management, and M&A oversight experience .
- Audit expertise: Prior KPMG partner and SEC-defined audit committee financial expert .
- Technology and supply chain: Experience across complex global operations and innovation funding .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (12/31/2024) | 44 shares; less than 0.5% of outstanding . |
| Shares outstanding (12/31/2024) | 356,625,204 . |
| RSUs outstanding (12/31/2024) | 739 . |
| Options (exercisable/unexercisable) | None . |
| Hedging/Pledging | Prohibited for directors; no margin accounts permitted . |
| Trading plans | Directors must trade only pursuant to Rule 10b5-1 plans (with exceptions for certain exempt transactions) . |
| Director ownership guidelines | 5x annual cash retainer; 5-year compliance window; Company states all non-employee directors met the guidelines as of 12/31/2024 . |
Insider Trades
| Filing | Date | Transaction | Detail |
|---|---|---|---|
| Form 4 | April 25, 2025 | M – conversion | RSU conversion of 739 shares to common stock for Chew (authorized agent signatory) . |
| Form 4 (ISRG site) | April 25, 2025 | Statement of changes | Company site references Form 4 for Chew filed 04/25/2025 . |
| Form 4 | April 26, 2024 | Statement of changes | Company SEC filing index shows Form 4 for 04/25/2024 . |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with SEC “financial expert” designation; robust audit oversight (9 meetings in 2024) including cybersecurity and financial risk; independent Chair and committee structures; clear prohibitions on hedging/pledging; clawback policy compliant with SEC/Nasdaq; director compensation balances cash retainer and equity with capped annual equity value .
- Ownership alignment: RSU-based equity with 5x retainer ownership guideline (company states guideline met as of 12/31/2024); low reported direct beneficial ownership (44 shares) as of 12/31/2024, but RSUs and guideline policy mitigate alignment concerns .
- Potential red flags: Multiple outside directorships (Arista, Cadence) could create time-commitment risk; low direct beneficial ownership figure at year-end may be scrutinized despite RSUs and compliance statement .
- Conflict controls: Formal related-party transaction policy with Audit Committee gatekeeping reduces conflict risk; Audit Committee members barred from approving their related transactions .
- Shareholder confidence signals: Say-on-Pay approval >93% in 2024 for NEO compensation indicates general support for compensation governance; Board maintains independent consultant (Aon) for pay benchmarking .
Clawback: Company policy requires recovery of erroneously paid incentive-based compensation under SEC/Nasdaq rules; equity awards subject to recoupment provisions and no repricing or buyouts of underwater options without shareholder approval .
Director equity structure change: Starting 2024, directors receive RSUs only (no options), aligning with dilution management and industry practice; annual member grant target $280,000; Chair $395,000 .