Antal Desai
About Antal Desai
Independent director (Class II) at PROCEPT BioRobotics since June 2015; age 47; term expires at the 2026 annual meeting. Managing Director at CPMG, Inc. (predecessor: Cardinal Investment Company) and an investor-director with experience across public and private healthcare companies; B.S. in Economics and M.B.A. from The Wharton School, University of Pennsylvania . The Board affirms his independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPMG, Inc. (predecessor Cardinal Investment Company, Inc.) | Managing Director | Joined September 2004; current | Invests in public and private companies globally |
| PROCEPT BioRobotics | Director (Class II) | Since June 2015; current | Long-tenured independent director providing investor perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several private companies | Director | Ongoing (not individually listed) | Board member; specific committees not disclosed |
| Public company boards | — | — | None disclosed |
Board Governance
- Committees (current):
- Compensation Committee – member; Chair: Elisabeth Little
- Nominating & ESG Committee – member; Chair: Mary Garrett
- Independence: Board determined Desai (and all non-CEO directors) independent under Nasdaq standards .
- Board structure: Independent Chair (Thomas M. Prescott); no Lead Independent Director; independent directors meet in executive session at least twice per year .
- Attendance and engagement:
- Board held 7 meetings in 2024; each director attended ≥75% of aggregate Board and applicable committee meetings .
- 2024 committee meetings: Audit (8), Compensation (7), Nominating & ESG (5) .
- Shareholder feedback signals:
- Say-on-pay approved: 2024 (For 37,459,317; Withheld 1,254,400; Abstentions 115,480; broker non-votes 4,261,507)
- Say-on-pay approved: 2025 (For 40,260,405; Withheld 1,906,382; Abstentions 30,232; broker non-votes 4,353,817)
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 57,500 | Fees remitted to CPMG, Inc. and not retained personally by Mr. Desai |
Program terms for non-employee directors (applies to Desai):
- Annual retainer: $45,000; Committee retainers: Audit ($20,000 chair / $10,000 member), Compensation ($15,000 chair / $7,500 member), Nominating & ESG ($10,000 chair / $5,000 member); additional $45,000 for Chairman of the Board .
Performance Compensation
2024 director equity grants (annual meeting date 2024):
| Grant Type | Shares/Units | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Stock Options | 2,526 | 67.29 | 93,796 | Vest in full on earlier of 1-year anniversary or next annual meeting, subject to service |
| RSUs | 1,376 | — | 92,591 | Vest in full on earlier of 1-year anniversary or next annual meeting, subject to service |
Outstanding equity at 12/31/2024 (Desai):
| Instrument | Quantity |
|---|---|
| Options outstanding (exercisable + unexercisable) | 74,968 |
| RSUs outstanding | 1,376 |
Change-in-control: Director RSUs and options that are not assumed vest in full upon a change in control under the 2021 Plan; annual director equity awards target ~$180,000 (50% RSUs/50% options) .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|---|
| — (public) | — | — | — | None disclosed |
| Several private companies | — | Director | Not disclosed | No related-party transactions disclosed in 2024; company maintains a related person transaction policy; continuing investor registration rights exist for certain holders/affiliates (standard) |
Expertise & Qualifications
- Investor and board experience: Managing Director at CPMG; director on multiple private company boards; healthcare investing experience .
- Education: B.S. Economics and M.B.A., The Wharton School (University of Pennsylvania) .
- Governance skillset: Active on Compensation and Nominating & ESG Committees (executive pay oversight, board independence/governance, ESG) .
Equity Ownership
| Holder | Form of Ownership | Shares/Units | Notes |
|---|---|---|---|
| Antal Desai | Common stock (personal) | 5,489 | Direct ownership |
| 2:22 DNA Trust | Common stock (indirect) | 164,363 | Beneficially owned via trust |
| RSUs (vesting within 60 days of 4/11/2025) | 1,376 | Counts toward beneficial ownership | |
| Stock options (exercisable within 60 days of 4/11/2025) | 74,968 | Counts toward beneficial ownership | |
| Total beneficial ownership | 246,196 | <1% of outstanding shares |
Ownership alignment and safeguards:
- Director stock ownership guideline: 5× base annual retainer (excludes committee/Chair retainers) .
- Anti-hedging/anti-pledging policy: Directors prohibited from short sales, options, hedging or pledging PROCEPT stock; limited exception for exchange funds with approval .
Governance Assessment
-
Strengths
- Independence confirmed; serves on two key committees (Compensation; Nominating & ESG), enhancing oversight of executive pay, board independence, and ESG priorities .
- Strong engagement: Board met 7× in 2024; each director ≥75% attendance; committees met regularly (Comp 7; NESG 5) .
- Shareholder alignment: Director equity grants (options + RSUs) and stock ownership guidelines; anti-hedging/pledging policy; recent say‑on‑pay approvals indicate broad investor support .
- Compensation Committee uses independent consultants (Aon through early 2024; Alpine from May 2024); no consultant conflicts reported .
-
Watch items
- Investment firm affiliation: Board fees are remitted to CPMG, Inc.; while common in PE/VC-backed issuers, investors may monitor for potential firm-level influences (no related‑party transactions disclosed in 2024) .
- Long tenure: Director since 2015; continuity is valuable but investors often balance tenure with refreshment considerations; Board confirms ongoing independence .
Overall, Desai brings deep investor and healthcare perspective, with meaningful roles on Compensation and Nominating & ESG. Policy safeguards (ownership guidelines; anti‑hedging/pledging; clawback for NEOs) and strong say‑on‑pay outcomes support investor confidence; continued monitoring of firm affiliation optics and board refreshment remains prudent .