Sreelakshmi Kolli - Director | INTUITIVE SURGICAL (ISRG) Executive Profile & Compensation

About Sreelakshmi Kolli

Independent director of Intuitive Surgical, Inc. since 2023, age 50. Kolli is EVP, Chief Product and Digital Officer at Align Technology, with prior roles as EVP Chief Digital Officer and SVP Global IT, bringing deep expertise in cybersecurity, product security, digital, AI/ML, and cloud/software engineering. She holds a B.S. in Physics (Bharathidasan University), an M.S. in Computer Applications (National Institute of Technology), and completed the Stanford Executive Program. She serves on ISRG’s Audit Committee and is classified as independent under Nasdaq rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Align Technology (Nasdaq: ALGN)	EVP, Chief Product & Digital Officer	2023–present	Leads digital strategy; oversees product, cybersecurity, and product security; platform transformation (Align One).
Align Technology	EVP, Chief Digital Officer	2020–2023	Built data, enterprise, cloud, and infrastructure engineering; enhanced customer experiences.
Align Technology	SVP, Global IT	2012–2020	Global IT leadership; commercialization support; scaling platforms.
Align Technology	Sr. Director, Business Operations	2007–2012	Led operations supporting product lifecycle.
Align Technology	Director, Global IT Operations	2005–2007	Managed global IT operations.
Align Technology	Manager, Software Engineering	2003–2005	Led software engineering teams.
Citadon	Technical Lead	1999–2003	Software solutions delivery.
Accenture (NYSE: ACN)	Application Lead	1997–1999	Technology services; application leadership.

External Roles

Organization	Role	Tenure	Committees/Impact
Zimmer Biomet (NYSE: ZBH)	Director	Since 2021	Public board experience in medtech; committee roles not disclosed.

Board Governance

Independence and attendance: Kolli is an independent director; during 2024 the Board held 4 meetings and each incumbent director attended at least 75% of Board and relevant committee meetings.
Committee assignments: Audit Committee member; Audit met 9 times in 2024 and oversees financial reporting, internal controls, and cybersecurity risk management.
Board leadership: Independent Chair; separation of Chair and CEO; Board holds independent director sessions without management.

Committee Assignment Details

Committee	Role	2024 Meetings	Oversight Emphasis
Audit	Member	9	Financial reporting integrity, internal controls, auditor oversight, and cybersecurity risk assessment/management.

Fixed Compensation

Component	Structure	2024 Amounts (Kolli)
Board annual cash retainer	$70,000; pro-rated as applicable	Included in cash fees total.
Audit Committee member retainer	$12,500; pro-rated as applicable	Included in cash fees total.
Committee chair retainers (if applicable)	Audit Chair $25,000; Comp Chair $20,000; Gov/Nom Chair $15,000	Not applicable to Kolli (not a chair).
Cash fees earned	Fees earned or paid in cash	$78,333
Equity grant (RSUs)	Directors receive RSUs only (no options in 2024); RSUs vest 100% on earlier of first anniversary or next annual meeting; grant sized by 60-trading-day avg price	Grant date fair value $275,736; RSU target value for members: $280,000.

Outstanding Director Equity (as of Dec 31, 2024)

Instrument	Count
Options outstanding (all vested/exercisable)	722
RSUs outstanding	739

Performance Compensation

Non-employee director compensation has no performance-based cash bonus or PSUs; equity is time-vested RSUs (100% vest on earlier of one year or the next annual meeting).

Equity Metric	Plan Term	Vesting Condition
RSU grant for directors	Annual	100% vest at earlier of 1-year anniversary or next annual meeting; grant sized by 60-day avg closing price.

Other Directorships & Interlocks

Company	Relationship	Potential Interlock Note
Zimmer Biomet (NYSE: ZBH)	Director since 2021	ZBH is included in ISRG’s compensation peer group; no related-party transaction with ZBH involving Kolli is disclosed.

Expertise & Qualifications

Skills matrix indicates Kolli contributes information services & technology, cybersecurity, digital & AI, healthcare, and robotics experience to ISRG’s strategy.
Executive leadership in medtech digital product development, data platforms, and cybersecurity/product security oversight.

Equity Ownership

Metric	Value
Total beneficial ownership	962 shares; less than 0.5% of outstanding shares.
Options outstanding (vested/exercisable)	722 shares.
RSUs outstanding	739 shares.
Pledging/Hedging	Prohibited by ISRG’s Insider Trading Policy; directors/officers cannot pledge, hedge, short, or hold in margin; trades generally via Rule 10b5-1 plans.
Director stock ownership guidelines	5× annual cash retainer; all non-employee directors met guidelines as of Dec 31, 2024.

Governance Assessment

Alignment: RSU-only director equity since 2024, majority of compensation in equity aligns director interests with shareholders; time-based vesting reduces risk of short-termism.
Independence and skills fit: Audit Committee membership complements Kolli’s cybersecurity/product security expertise amid ISRG’s expanding digital footprint; Audit oversees cyber risk policy.
Attendance and engagement: Board met 4 times in 2024; each incumbent director met the ≥75% attendance threshold; Audit met 9 times—material involvement for members.
Ownership alignment: Compliance with 5× retainer ownership guideline; no pledging/hedging permitted; supports “skin-in-the-game” and risk alignment.
Other boards/interlocks: Zimmer Biomet board seat creates a network benefit in medtech; ISRG’s related-party policy requires Audit Committee review; no related-party transactions with Kolli disclosed—low conflict signal.

RED FLAGS

None disclosed: No related-party transactions involving Kolli; no hedging/pledging; no chair retainers; no attendance shortfall reported.