Alaleh Nouri
About Alaleh Nouri
Executive Vice President, Chief Legal Officer & Corporate Secretary at PROCEPT BioRobotics since January 2022; previously SVP, General Counsel & Corporate Secretary (July 2018–December 2021) and Chief Compliance Officer since September 2018. Age 46; education includes J.D. from U.C. College of the Law, San Francisco (formerly U.C. Hastings) and a Bachelor of Commerce in International Business with finance specialization from the University of British Columbia . Company performance during 2024 included revenue of $224.5 million (+65% YoY from $136.2 million) and key regulatory/clinical milestones (FDA IDE approval for Aquablation vs radical prostatectomy, Breakthrough Device Designation, FDA clearance of HYDROS) . Multi-year revenue and EBITDA trend shown below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROCEPT BioRobotics | EVP, Chief Legal Officer & Corporate Secretary | Jan 2022–present | Not disclosed |
| PROCEPT BioRobotics | SVP, General Counsel & Corporate Secretary | Jul 2018–Dec 2021 | Not disclosed |
| PROCEPT BioRobotics | Chief Compliance Officer | Sep 2018–present | Not disclosed |
| Accuray Incorporated | SVP, General Counsel, Corporate Secretary & Chief Compliance Officer | Feb 2014–Jul 2018 | Not disclosed |
External Roles
- Not disclosed in the proxy biography .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary (annual rate) | — | $415,000 | $460,000 | $473,800 (effective Mar 1, 2025) |
| Base Salary Earned | $398,000 | $410,750 | $448,750 | — |
| Target Bonus % | — | 55% | 55% | — |
Annual bonus payout (2024):
| Item | Value |
|---|---|
| Base Salary Earned | $448,750 |
| Bonus Target | 55% |
| Bonus Basis (Salary × Target) | $246,813 |
| Bonus Achievement | 95.2% |
| Actual Bonus Paid | $234,970 |
Performance Compensation
2024 Annual Cash Incentive Plan – Metrics and Outcomes
| Metric | Weight | Actual Achievement | Weighted Payout |
|---|---|---|---|
| Revenue | 45% | 99.7% | 44.7% |
| U.S. Procedures | 10% | 86.7% | 0% (did not meet threshold due to nationwide saline shortage) |
| Adjusted EBITDA | 10% | 97.1% | 9.0% |
| Gross Margin | 15% | 101.2% | 16.5% |
| Product-Related Goal | 20% | 100.0% | 25.0% |
| Total | 100% | — | 95.2% |
2024 Long-Term Equity Grants (March 6, 2024)
| Award Type | Details | Grant Date Fair Value |
|---|---|---|
| RSUs | 27,466 units; vest 25% annually over 4 years | $1,295,571 |
| PSUs | Threshold 4,577; Target 9,155; Max 18,310; 75% based on 2-year revenue goals and 25% based on 3-year relative TSR vs Russell 2000; vest per performance periods | Included in $1,295,571 above |
| Stock Options | 15,949 options @ $47.17; vest 1/48th monthly over 4 years; expire 3/6/2034 | $430,164 |
Option exercises and RSU vesting (2024):
| Transaction | Shares | Value Realized |
|---|---|---|
| Options exercised | 94,524 | $5,298,980 |
| RSUs vested | 6,114 | $284,597 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025)
| Holder | Shares Beneficially Owned | Percent | Breakdown |
|---|---|---|---|
| Alaleh Nouri | 153,474 | <1% | 23,404 common; 130,070 options exercisable within 60 days |
Outstanding Equity Awards (as of December 31, 2024)
| Grant/Vesting Commencement | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs | Unearned PSUs (Target) (#) | Market Value of Unearned PSUs |
|---|---|---|---|---|---|---|---|---|
| 12/12/2019 | 12,230 | — | $4.56 | 12/11/2029 | — | — | — | — |
| 8/10/2020 | 16,160 | — | $5.18 | 8/9/2030 | — | — | — | — |
| 6/22/2021 | 13,820 | 7,236 | $7.27 | 6/22/2031 | — | — | — | — |
| 3/15/2022 (options) | 574 | 2,154 | $34.99 | 3/30/2032 | — | — | — | — |
| 3/15/2022 (RSUs) | — | — | — | — | 1,702 | $137,045 | — | — |
| 3/5/2023 (options) | 4,614 | 21,480 | $37.02 | 2/15/2033 | — | — | — | — |
| 3/5/2023 (RSUs) | — | — | — | — | 15,789 | $1,271,330 | — | — |
| 3/6/2024 (options) | 2,990 | 12,959 | $47.17 | 3/6/2034 | — | — | — | — |
| 3/6/2024 (RSUs) | — | — | — | — | 18,311 | $1,474,402 | — | — |
| 3/6/2024 (PSUs) | — | — | — | — | — | — | 9,155 (target) | $737,161 |
Policies and alignment:
- Anti-hedging and anti-pledging: hedging, short sales, and pledging prohibited; limited exception for exchange funds with approval .
- Stock Ownership Policy: NEOs must hold stock equal to 1× base salary; five-year phase-in; all NEOs met requirements as of 12/31/2024 .
- Clawback Policy: compliant with SEC/Nasdaq; recovery of erroneously paid incentive comp upon accounting restatement .
Employment Terms
Individual Agreement (Change of Control and Severance)
- Termination without cause/for good reason within 3 months before or 12 months after a change of control: 12 months base salary; 100% of target annual bonus; 100% acceleration and exercisability of all unvested equity; COBRA up to 12 months; options remain exercisable for up to 12 months post-separation (or original expiry if earlier) .
- Termination without cause/for good reason outside change-of-control period: 6 months base salary; COBRA up to 6 months .
- Company plans: equity awards accelerate on change of control if not assumed/substituted; PSUs measured at greater of actual performance or 1.0 factor at CoC .
Summary of Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance | Stock Option Acceleration | RSU Acceleration | COBRA | Total |
|---|---|---|---|---|---|
| CoC + Qualifying Termination | $713,000 | $1,994,671 | $3,619,938 | $16,829 | $6,344,438 |
| Non-CoC Qualifying Termination | $230,000 | — | — | $8,415 | $238,415 |
Trigger structure: Double-trigger for CoC benefits (requires termination) .
Performance & Track Record
- 2024 achievements: 65% YoY revenue growth to $224.5m; FDA IDE approval; Breakthrough Device Designation; FDA clearance of HYDROS; workforce grew to 756 (+21% YoY) .
- Equity program shift in 2024 to include PSUs (revenue and relative TSR) alongside options and RSUs—greater long-term performance emphasis .
Company performance (annual):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | $34,473,000* | $75,014,000* | $136,191,000* | $224,498,000* |
| EBITDA ($) | -$50,840,000* | -$77,883,000* | -$105,363,000* | -$91,380,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- At-risk compensation: significant majority of target compensation is variable for NEOs; 2024 bonuses paid at 95.2% of target based on revenue, EBITDA, margin, and product goals .
- Equity mix (2024): 25% options (price appreciation required), 50% time-based RSUs, 25% PSUs (two-year revenue and three-year relative TSR vs Russell 2000); supports pay-for-performance and retention .
- No hedging/pledging, no tax gross-ups, and minimal perquisites; independent compensation committee and consultant used for pay benchmarking .
Risk Indicators & Red Flags
- Pledging/Hedging: prohibited (mitigates misalignment) .
- Clawback: present (restatement risk mitigation) .
- Ownership concentration: Nouri’s direct/derivative holdings <1% of outstanding shares—alignment relies on vesting incentives and policy compliance .
- Option exercises: 94,524 shares exercised in 2024 with $5.30m value realized; monitor for 10b5-1 sales and future vesting-driven liquidity needs .
Compensation Peer Group & Governance Notes
- Independent committee; independent consultant engaged (Aon) for competitiveness; no guaranteed comp increases or tax gross-ups; strong ownership and clawback policies .
Investment Implications
- Pay-for-performance alignment strengthened by 2024 addition of PSUs tied to two-year revenue and three-year relative TSR, plus continued use of options; annual bonus metrics (revenue, EBITDA, margin, product) and 95.2% payout indicate disciplined calibration and operating execution .
- Retention risk appears contained: double-trigger CoC protection with 100% equity acceleration, 12-month salary and 100% target bonus under CoC; outside CoC, 6 months salary and COBRA—market-standard terms . Anti-hedging/pledging and stock ownership requirements reinforce alignment, though low percentage ownership suggests incentives are primarily via vesting rather than large outright stakes .
- Trading signals: 2024 option exercises and RSU vesting introduce potential supply dynamics; upcoming scheduled RSU vesting and monthly option vesting are mechanical flows to watch around blackout windows. Monitor PSU performance trajectories (revenue and relative TSR vs Russell 2000) for forward compensation outcomes and potential incremental selling upon vest .
- Execution backdrop: strong 2024 growth and regulatory milestones provide tailwinds; EBITDA remains negative but improving vs 2023, setting a higher bar for PSU revenue outcomes and bonus metrics going forward.*
Values retrieved from S&P Global.*