Monica Reed
INTUITIVE SURGICALAbout Monica P. Reed
Dr. Monica P. Reed, M.D., is an independent director of Intuitive Surgical (ISRG) since 2021; she is 62 years old and a career healthcare operator with CEO, CMO, and physician leadership experience across hospital systems and minimally invasive/robotics-enabled care delivery . She holds an M.D. from Loma Linda University and an M.S. in Consulting and Coaching for Change from Oxford’s Saïd Business School . She currently serves as President & CEO of UChicago Medicine AdventHealth, overseeing four hospitals and 50+ sites of care, bringing deep operator insight to ISRG’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UChicago Medicine AdventHealth | President & CEO | 2024–present | Leads expansion/delivery across IL & Great Lakes; CEO oversight of 4 hospitals/50+ sites |
| Reed Consulting Group | Founder | 2018–present | Healthcare strategy and performance improvement consulting |
| AdventHealth (Central Florida) | Chief Learning Officer; Sr Exec Officer, Care Innovation; CEO, AdventHealth Celebration; CMO, Central Florida Region; Attending Physician (Ob/Gyn) | 2001–2018 (various) | As CEO of Celebration: managed ~$850M operating revenue, ~9,000 surgeries/year; established multi-disciplinary Global Robotics Institute and an internal “Innovation Unit” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Isleworth Healthcare Acquisition Corporation (Nasdaq: ISLE) | Director | 2021–2022 | Former SPAC director; no current public company directorships disclosed |
Board Governance
- Independence: The Board has determined Dr. Reed is independent under Nasdaq and SEC standards .
- Committee assignments: Member, Compensation Committee (not Chair). Compensation Committee met 4 times in 2024 .
- Board attendance: The Board met 4 times in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings while serving .
- Board leadership: ISRG separates Chair and CEO; independent Chair leads executive sessions and agenda setting .
- Hedging/pledging: Directors are prohibited from hedging and pledging ISRG securities; Rule 10b5‑1 trading-plan usage required for directors/officers with limited exceptions .
- Related-party oversight: Audit Committee reviews any related-party transactions >$120k; policy emphasizes arm’s-length terms and independence; no Reed-related transactions disclosed .
- Say-on-pay support: 2024 say-on-pay received >93% approval; ongoing shareholder engagement cited .
Fixed Compensation
| Element | 2024 Structure | 2024 Amount for Reed | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $70,000 | Included | Program unchanged vs. 2023 |
| Compensation Committee member retainer (cash) | $10,000 | Included | For committee membership (non-chair) |
| Total cash fees paid | — | $80,000 | Reported “Fees earned or paid in cash” |
| Meeting fees | None disclosed | — | Retainer-based approach (no per-meeting fees) |
- Director ownership guideline: 5× annual cash retainer; compliance window 5 years; all non-employee directors met guidelines as of Dec 31, 2024 .
- 2025 program: Board approved a 2025 non-employee director compensation program similar to 2024 .
Performance Compensation
| Equity Element | 2024 Design | Grant/Value | Vesting | Outstanding at 12/31/2024 |
|---|---|---|---|---|
| Annual equity grant (RSUs only) | RSUs only (no options); target for members $280,000 | Grant date fair value recognized $275,736 (at $373.12/share) | 100% vests at earlier of 1-year anniversary or next annual meeting, subject to service | 739 RSUs outstanding (Reed) |
- Shift to RSU-only for directors in 2024 (eliminated options) to better align with company-wide equity design and market practice; 2025 is similar .
- No performance-vesting metrics apply to non-employee directors; equity is time-based to align with shareholders via share price exposure .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Isleworth Healthcare Acquisition Corporation (ISLE) | Healthcare (SPAC) | Former Director (2021–2022) | No current interlocks disclosed |
| UChicago Medicine AdventHealth | Provider | CEO | Hospital systems are ISRG customers; ISRG’s related-party policy governs transactions; no related-party transactions involving Dr. Reed disclosed |
Expertise & Qualifications
- Healthcare operator and clinician: CEO experience, former CMO, and practicing Ob/Gyn; led high-volume minimally invasive and robotic programs and established a multi-disciplinary Global Robotics Institute .
- Human capital and culture: Led enterprise learning and physician development across nine hospitals as Chief Learning Officer .
- Strategic growth and innovation: Managed ~$850M operating revenue as hospital CEO; created internal “Innovation Unit” to drive efficiency and clinical innovation .
- Education: M.D., Loma Linda; M.S. (Consulting & Coaching for Change), Oxford Saïd Business School .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Composition Detail | Notes |
|---|---|---|---|---|
| Monica P. Reed, M.D. | 6,434 shares | <0.5% | 1,606 shares directly; 4,828 options exercisable within 60 days of 12/31/2024 | RSUs outstanding (not in beneficial count unless vest within 60 days): 739 |
| Pledging/Hedging | Prohibited for directors | — | — | Insider Trading Policy bans hedging and pledging |
| Ownership guideline | 5× annual cash retainer | — | All non-employee directors met as of 12/31/2024 | Reed subject to 5-year compliance window from appointment |
Governance Assessment
- Board effectiveness: Reed augments ISRG’s Board with front-line hospital operator perspective across robotics-enabled service lines, quality, and clinician adoption—directly relevant to ISRG’s installed base growth and procedure expansion .
- Independence and attendance: Independent; Compensation Committee member; Board and committees met regularly in 2024, with incumbents meeting ≥75% attendance—no attendance red flags .
- Pay/Alignment: 2024 director pay mix emphasizes equity via time-vested RSUs; $80k cash + ~$276k RSU value for Reed; stock ownership guideline (5× retainer) and anti-hedging/pledging rules support alignment, with broad shareholder support for compensation governance (>93% say-on-pay in 2024) .
- Conflicts/related-party exposure: As a hospital-system CEO, potential customer exposure exists in principle, but the company’s related-party policy is robust and no Reed-related transactions were disclosed—no current red flags; continue monitoring for any vendor-customer dealings requiring Audit Committee review .
- Compensation Committee quality: Entirely independent; used independent consultant Aon; no interlocks; committee met 4× in 2024—sound process for pay oversight .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, attendance, or unusual director pay practices .