Elisabeth Little
About Elisabeth Little
Elisabeth Little (age 63) is an independent Class I director of PROCEPT BioRobotics (PRCT), serving since October 2021. She is Chair of the Compensation Committee and a member of the Nominating & ESG Committee. Ms. Little is a long-time commercial executive in biotech/medtech, with prior leadership roles at Alder Biopharmaceuticals (CCO & EVP, Corporate Strategy), Kythera (CCO), and 20+ years at Allergan; she holds a B.S. in Biology (UC Irvine) and an M.B.A. (Pepperdine). She currently serves on the board of Vyne Therapeutics, where she chairs the Compensation Committee and sits on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alder Biopharmaceuticals | Chief Commercial Officer; EVP, Corporate Strategy | Aug 2016 – Mar 2019 | Commercial leadership during growth phase |
| Kythera Biopharmaceuticals | Chief Commercial Officer | Mar 2012 – Oct 2015 | Commercial launch leadership |
| Allergan | Various commercial leadership roles | ~20+ years (prior to 2012) | Progressive commercial responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vyne Therapeutics, Inc. | Director | Since Mar 2019 | Chair, Compensation; Member, Audit |
| Satsuma Pharmaceuticals | Director (former) | Until Jun 2023 (acquired by SNBL) | Board service through acquisition |
| Intersect ENT, Inc. | Director (former) | Until May 2022 (acquired by Medtronic) | Board service through acquisition |
Board Governance
- Independence and tenure: Independent; director since Oct 2021; Class I nominee for re-election in 2025 .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & ESG Committee .
- Board/committee attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and committee meetings of which they were a member .
- Leadership structure: Independent Chair (Thomas M. Prescott); no Lead Independent Director; independent directors meet in executive session at least twice per year .
- Compensation Committee practices: Uses independent consultants (Aon through early 2024; Alpine Rewards from May 2024); committee affirmed no consultant conflicts .
- Anti-hedging/pledging: Directors are prohibited from short-sales, options, hedging, and pledging of PRCT stock .
- Director stock ownership policy: 5x annual base retainer requirement for directors; adopted Sep 2021 .
Fixed Compensation
| Component | Program Terms (Directors) | Ms. Little – 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $45,000 (non-employee directors) | $63,929 (total cash fees) |
| Committee Chair Fee | Compensation Committee Chair: $15,000 | Included in cash above |
| Committee Member Fee | Nominating & ESG Member: $5,000; Compensation Member: $7,500 (for members) | Included in cash above |
| Meeting Fees | None disclosed | N/A |
Performance Compensation
| Equity Element | 2024 Grant/Terms | Vesting | Ms. Little – 2024 Values |
|---|---|---|---|
| Annual RSU | 1,376 RSUs granted on 2024 annual meeting date | Vests in full on earlier of 1-year anniversary or next annual meeting | Grant-date FV $92,591 |
| Annual Stock Option | 2,526 options @ $67.29 exercise price | Vests in full on earlier of 1-year anniversary or next annual meeting | Grant-date FV $93,796 |
| Change-in-Control (Director Awards) | If not assumed, all director RSUs and options vest in full on CoC | As stated | As stated |
Notes:
- Director equity awards are time-based (no PSUs or performance metrics for directors) .
- 2024 director equity limits: Subject to plan caps ($500k per year; $750k first year) .
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Observation |
|---|---|
| Customers/Suppliers/Competitors | No related-party transactions involving Ms. Little disclosed; external board at Vyne (dermatology/biotech) does not indicate direct operating overlap with PRCT’s urology robotics focus . |
Expertise & Qualifications
- Commercial leadership in pharma/medtech (Alder, Kythera, Allergan) .
- Compensation governance expertise (chairs PRCT Compensation Committee; chair of compensation at Vyne; audit committee member at Vyne) .
- Education: B.S. Biology (UC Irvine); M.B.A. (Pepperdine) .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (as of Apr 11, 2025) | 22,619 shares; <1% of outstanding |
| Breakdown | 9,647 common shares; 1,376 RSUs vesting within 60 days; 11,596 options exercisable within 60 days |
| Director RSUs Outstanding at 12/31/2024 | 1,376 RSUs |
| Director Options Outstanding at 12/31/2024 | 11,596 options |
| Hedging/Pledging | Prohibited by company policy |
| Ownership Guidelines | Directors: 5x annual base retainer; adopted Sep 2021 |
Insider trading activity: No Form 4 transactions for “Elisabeth Little” in PRCT found in 2023-01-01 to 2025-11-20 (insider-trades skill query output indicated “No insider trades found”).
Governance Assessment
- Strengths
- Independent director with deep commercial expertise; chairs Compensation Committee and serves on Nominating & ESG, supporting board effectiveness and pay governance .
- Solid attendance (≥75% threshold met by all directors in 2024) and independent board leadership structure with an independent Chair; executive sessions held regularly .
- Director compensation balanced between cash and time-based equity; clear ownership policy; anti-hedging/pledging policy enhances alignment .
- Compensation Committee uses independent consultants; no conflicts disclosed .
- No related-party transactions disclosed involving Ms. Little, reducing conflict risk .
- Watch items / potential red flags
- Director equity is time-based (no performance linkage), which is standard for directors but reduces explicit pay-performance alignment compared to PSUs; consider overall mix and vesting cadence versus peers .
- Cash fees reported ($63,929) were slightly below the sum of standard retainers based on listed roles, suggesting proration/committee timing; not inherently problematic but worth monitoring for transparency/changes year to year .
Appendix: Key 2024 Director Compensation Details (Ms. Little)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $63,929 |
| Option Awards (grant-date FV) | $93,796 |
| Stock Awards (grant-date FV) | $92,591 |
| Total | $250,316 |
Appendix: Committee Structure (2024–2025)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Desai; Dodrill; Little | Little | 7 |
| Audit | Dodrill; Harris; Wood | Harris | 8 |
| Nominating & ESG | Desai; Garrett; Little | Garrett | 5 |