Amy Dodrill
About Amy Dodrill
Amy Dodrill (age 52) is an independent Class III director at PROCEPT BioRobotics, serving since June 2021; her current term expires at the 2027 annual meeting. She brings 20+ years of operating leadership in medical devices, including senior roles at Baxter and Hillrom, and holds a B.S. from Johns Hopkins University. She currently serves on PRCT’s Audit Committee and Compensation Committee, and the Board has affirmed her independence under Nasdaq and SEC rules. She also serves on the board of CTS Corporation (since Feb 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International, Inc. | President, Global Surgical Solutions & Patient Support Systems | Until Oct 2022 | Led surgical solutions and patient support systems businesses (public company) |
| Hillrom Holdings, Inc. | President, Global Surgical; VP & GM, U.S. Surgical Division | Oct 2012 – Dec 2021 (acquired by Baxter Dec 2021) | Operated multiple P&L roles in medtech innovation |
| Trumpf Medical Surgical Solutions NA | VP & GM | Not disclosed | Senior operating role in surgical solutions |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CTS Corporation (NYSE: CTS) | Independent Director | Since Feb 2024 | Nominating, Governance & Sustainability; Technology & Transactions |
Board Governance
- Independence and tenure: Independent director; on PRCT board since June 2021; Class III term ends 2027.
- Committee assignments: Audit Committee (member); Compensation Committee (member). Audit Committee chaired by Taylor Harris; Compensation Committee chaired by Elisabeth Little.
- Attendance: In 2024, the Board met 7 times; each director attended ≥75% of aggregate Board and committee meetings on which they served. Eight of nine directors attended the 2024 annual meeting.
- Committee activity: Audit Committee met 8 times in 2024; Board also oversees enterprise and cybersecurity risk through Audit; compensation risk via Compensation Committee; ESG and independence oversight via Nominating & ESG.
- Leadership structure: Independent Chair (Thomas M. Prescott) and separate CEO; no lead independent director given independent chair.
Committee Assignments (Current)
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Taylor Harris | 8 | Board determined all members independent and financially literate; Harris is Audit Committee Financial Expert |
| Compensation | Member | Elisabeth Little | Not disclosed | All members independent and qualify as non-employee directors |
Fixed Compensation
- Policy: Annual cash retainer $45,000; Committee retainers: Audit ($10,000 member / $20,000 chair), Compensation ($7,500 member / $15,000 chair), Nominating & ESG ($5,000 member / $10,000 chair). Additional $45,000 retainer for the Board Chair. Stock ownership policy for directors: 5x base annual retainer.
- 2024 Director Cash Fees (Dodrill): $62,500 (aligns with $45,000 base + $10,000 Audit membership + $7,500 Compensation membership).
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $62,500 |
| Option Awards (grant date fair value, ASC 718) | $93,796 |
| Stock Awards (RSUs, grant date fair value, ASC 718) | $92,591 |
| Total | $248,887 |
Performance Compensation
- Equity structure: Non-employee directors receive 50% RSUs / 50% options. Initial grant value approx. $300,000 (50/50) vesting in three equal annual installments. Annual grant value approx. $180,000 (50/50) vesting in full on the earlier of one year or the next annual meeting; unassumed awards vest on change of control.
- 2024 grants: On the 2024 annual meeting date, Dodrill received options for 2,526 shares at $67.29 and 1,376 RSUs (grant date fair values $93,796 and $92,591, respectively, per ASC 718).
- Note: Director equity awards are time-based; no performance metrics disclosed for directors (performance metrics cited in the proxy apply to executive officers, not directors).
| 2024 Director Equity Grants (Dodrill) | Details | Vesting |
|---|---|---|
| Stock Options | 2,526 options @ $67.29; grant date FV $93,796 | Vest in full on earlier of 1-year from grant or next annual meeting; unassumed awards vest upon change of control |
| RSUs | 1,376 units; grant date FV $92,591 | Same as above |
| Equity Outstanding at 12/31/2024 | Count |
|---|---|
| Option Awards Outstanding (exercisable and unexercisable) | 58,964 |
| Stock Awards Outstanding (RSUs) | 1,376 |
Other Directorships & Interlocks
| Company | Type | Overlap / Interlock Considerations |
|---|---|---|
| CTS Corporation | Public company board (since Feb 2024) | No PRCT-related transactions disclosed; committee work at CTS includes NGS and Technology & Transactions |
| Hillrom (past employer) / Baxter (past employer) | Prior operating roles | Another PRCT director, Mary Garrett, previously served on Hillrom’s board (2017–2021); shared prior affiliation may enhance domain insights but no conflicts disclosed. |
Expertise & Qualifications
- Medical device operating leadership (P&L, global surgical businesses at Baxter/Hillrom); prior VP/GM roles in surgical solutions.
- Financial literacy affirmed by Board (Audit Committee member).
- Education: B.S., Johns Hopkins University.
- Board skills include governance oversight via Audit and Compensation assignments; independence affirmed.
Equity Ownership
| Beneficial Ownership (as of 4/11/2025) | Shares | % Outstanding |
|---|---|---|
| Amy Dodrill | 65,052 | <1% |
- Ownership policy: Directors must hold common stock valued at 5x the base annual retainer. Individual compliance status not disclosed.
- Hedging/pledging: Company prohibits hedging and pledging of company stock by directors; margin use also prohibited (exception: exchange fund with approval). No pledging by Dodrill is disclosed.
- Section 16 filings: Company states director and officer filings were compliant for 2024, except one late Form 4 by the CEO (administrative error).
Governance Assessment
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Strengths for investor confidence:
- Independent director serving on two key committees (Audit and Compensation), supporting robust oversight of financial reporting, risk (including cybersecurity), and pay practices.
- Strong attendance: PRCT reports all directors met ≥75% attendance in 2024.
- Compensation alignment: Cash fees reflect role-based retainers; equity mix (50% RSUs / 50% options) vests primarily on time, aligning directors with shareholder value without short-term performance bias.
- Ownership alignment: Director stock ownership guideline of 5x base retainer; anti-hedging/anti-pledging policy enhances alignment.
-
Potential risks/RED FLAGS:
- None apparent: No related-party transactions involving Dodrill disclosed; Board affirms independence; attendance thresholds met; no hedging/pledging permitted by policy.
- Note: Clawback policy applies to NEOs (not directors), which is standard; no director-specific clawback disclosed.
-
Net view: Dodrill’s medtech operating background, dual committee service, and adherence to independence/ownership policies support board effectiveness with low conflict risk. Equity ownership is modest in percentage terms but aligned via policy and annual equity grants.