Mark Brosius

About Mark Brosius

Mark P. Brosius, 58, is Senior Vice President and Chief Manufacturing and Supply Chain Officer at Intuitive Surgical (ISRG). He joined Intuitive in December 2012 and was promoted through engineering and operations leadership roles before assuming his current post in May 2023; he holds a B.S. in Mechanical Engineering from Stanford, completed graduate studies in Finance at UC Berkeley, and has an honorary degree in Engineering Management from Cal Poly San Luis Obispo . Company performance during his tenure has been strong: 2024 revenue was $8.35B (+17% YoY) with net income up 29% YoY, and cumulative TSR rose to 264.9 (from a base of 100 in 2020); market cap increased from ~$19.4B (2014) to ~$186.1B (2024), reflecting value creation aligned to operational scale-up and margin improvements .

Past Roles

External Roles

Fixed Compensation

• Executive-specific cash compensation (base salary, target bonus) for Mr. Brosius is not individually disclosed in the proxy; Intuitive’s 2024 Corporate Incentive Program (CIP) was funded at 113.6% based on AOI and Company Performance Goals, with payouts to NEOs in March 2025; senior executives participate under the same plan design .

2024 CIP funding mechanics and outcome:

Notes:

• AOI excludes CIP expense, share-based comp/LTIP, amortization, litigation, gains, foundation contributions, and inventory/FX hedging adjustments .
• Company Performance Goals are confidential and approved annually; categories include Support Customers, Innovation, Operational Excellence, Quality and Financial .

Performance Compensation

Intuitive shifted executives to a 50% PSU / 50% RSU equity mix in 2024 (eliminating new stock option grants), emphasizing long-term alignment and multi-year performance .

PSU design (2024 grant framework):

• RSUs vest 25% per year over four years .
• The 2025 PSU program replaces the TSR component with a relative Adjusted Operating Margin Percentage metric to reinforce execution balancing growth and profitability (shareholder feedback-driven) .

Equity Ownership & Alignment

Policies and trades:

• Hedging and pledging are prohibited for all employees, officers, and directors; officers and SVPs must trade under Rule 10b5‑1 plans (affirmative defense) except certain exempt transactions . Mr. Brosius’ 2025 Form 4 notes sales occurred under a 10b5‑1 plan expiring June 13, 2025 .
• Executive stock ownership guidelines apply to CEO (6x salary) and President/EVPs (3x salary); the policy does not explicitly specify SVPs, though Mr. Brosius is an executive officer; all individuals subject to guidelines were in compliance as of December 31, 2024 .

Beneficial ownership snapshot:

Selected recent insider transactions:

Notes:

• OpenInsider aggregates Form 4 data; SEC Form 4 confirms 10b5‑1 trading plan in effect for May 2025 entries .
• Multiple micro-sales in 2024–2025 indicate ongoing sell programs; proceeds are modest vs total market cap, suggesting limited stock overhang impact .

Employment Terms

• No individual employment agreements; all executive officers (including SVPs) are at-will employees .
• Clawback policy compliant with SEC/Nasdaq (recovers erroneously paid incentive compensation after accounting restatements; can apply to other pay as needed) .
• Change-in-Control (CIC) Plan (double trigger): if terminated without cause or involuntarily within 12 months post-CIC and employed >6 months, eligible for (i) lump-sum cash equal to 6 months base compensation (base; target bonus) + 1 month per year of service up to 12 months, (ii) 6 months COBRA premiums, and (iii) 100% vesting of all unvested equity awards; PSUs deem achievement at ≥target vs actual on CIC and vest per treatment .

Performance & Track Record

• Intuitive’s operational progress in 2024: instruments & accessories revenue +19% ($5.08B), systems revenue +17% ($1.97B), service revenue +12% ($1.31B); installed base expanded to ~9,902 da Vinci systems (+15% YoY) and ~805 Ion systems (+51%) . These outcomes reflect scaling of manufacturing and supply-chain capabilities and operational excellence priorities consistent with Mr. Brosius’s remit .

Board Governance and Compensation Committee

• Compensation Committee (independent directors; Chair: Amal M. Johnson) oversees CEO, President, EVPs/SVPs compensation, engages Aon as independent consultant, and uses a peer group for competitive benchmarking; say‑on‑pay support consistently >92% over five years .
• 2025 annual meeting votes: Say‑on‑Pay approved (For: 273.6M; Against: 17.3M; Abstain: 0.7M), Incentive Plan amendment approved, shareholder proposals to change compensation practices rejected .

Compensation Peer Group (for benchmarking)

Risk Indicators & Red Flags

• Hedging and pledging prohibited (alignment positive); trades restricted to Rule 10b5‑1 plans for SVPs and above (mitigates timing risk) .
• No repricing/underwater option cash buyouts; double-trigger CIC only; no tax gross-ups; broad clawback coverage (shareholder-friendly) .
• Insider selling present but plan-based and incremental; personal ownership is minimal (<0.001%), moderating alignment from direct shareholding while policy-level alignment (equity incentives; clawback; hedging/pledging bans) remains robust .

Equity Ownership & Alignment Details

• Stock ownership guidelines: 6x salary (CEO), 3x salary (President/EVPs); SVPs not explicitly specified; all covered officers compliant at 12/31/24 .
• Equity awards design: RSUs (4-year ratable), PSUs (3-year cliff; procedure growth + market metric), reinforcing long-term value creation and retention .

Investment Implications

• Alignment: Policy framework is strong (no hedging/pledging, clawback, double-trigger CIC); however, Mr. Brosius’s direct ownership is very small (~0.00025%), implying alignment primarily via ongoing RSU/PSU incentives rather than shareholdings .
• Selling pressure: Recent sales are modest and plan-driven (10b5‑1), suggesting limited overhang risk; monitor Form 4s around vesting dates to gauge cadence .
• Retention risk: No individual employment agreements, but CIC protections and multi-year equity vesting provide retention and continuity; role is critical to scaling da Vinci 5 and global supply chain, tying execution risk to manufacturing throughput and gross margin roadmap .
• Pay-for-performance: The PSU mix tied to procedure growth and relative performance metrics, plus AOI-linked cash incentives, supports pay-for-performance discipline and shareholder alignment .