Frederic Moll
About Frederic Moll, M.D.
Frederic Moll (age 73) has served as an independent director of PROCEPT BioRobotics since August 2011. He is a medical robotics pioneer and investor, formerly Chief Development Officer of Johnson & Johnson Medical Devices (2019–2023), and co‑founder/Chairman & CEO of Auris Health (acquired by J&J in 2019). Education: B.A. Economics (UC Berkeley), M.S. Management (Stanford), M.D. (University of Washington) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson Medical Devices Companies | Chief Development Officer | Apr 2019–Mar 2023 | Corporate development leadership |
| Auris Health, Inc. | Co‑founder; Chairman & CEO | Sep 2012–2019 | Built robotics platform; exited via J&J acquisition |
| Restoration Robotics, Inc. | Director; Chairman of Board | Nov 2002–Nov 2019 | Board leadership until merger with Venus Concept |
| Intersect ENT, Inc. | Director | Mar 2010–Feb 2021 | Nominating & corporate governance committee member |
| Shockwave Medical, Inc. | Director | May 2011–May 2024 | Board member until acquisition by J&J |
| Lux Health Tech Acquisition Corp. | Director | Jun 2020–Jun 2022 | Audit committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonder Capital Management, LLC | Founding Partner | Ongoing | Healthcare venture capital |
Board Governance
- Independence: Board affirmed Moll is independent under Nasdaq and SEC rules; no family relationships with executive officers .
- Board/class/tenure: Class II director; current term expires at 2026 annual meeting .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & ESG committees in 2025 composition tables .
- Board leadership and structure: Independent Chair (Thomas M. Prescott); CEO separate; Independent directors hold executive sessions at least twice per year .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; 8/9 directors attended the 2024 annual meeting .
- Anti‑hedging/pledging: Directors prohibited from short sales, options, hedging, and pledging of company stock .
- Clawback policy: Company has a compensation recovery policy (SEC/Nasdaq‑compliant) for incentive compensation paid to Section 16 officers (context for governance rigor) .
- Indemnification: Company provides indemnification agreements to directors under DGCL; no pending litigation requiring indemnification disclosed .
Fixed Compensation (Director)
| Component | Amount/Detail | 2024 Moll’s Amount |
|---|---|---|
| Annual cash retainer – Director | $45,000 | Included in fees earned |
| Committee membership retainers | Audit $10,000; Compensation $7,500; Nominating & ESG $5,000 | Not applicable (no committee memberships indicated) |
| Chair retainers | Board Chair: +$45,000 | Not applicable |
| Fees earned in cash (Moll) | Total cash fees paid in 2024 | $69,579 |
Performance Compensation (Director)
Directors receive annual equity grants (50% RSUs, 50% stock options); vesting aligns with annual meeting cycle or one‑year anniversary, with initial grants vesting over three years. Options are granted at fair market value and RSUs/options vest fully upon change of control if not assumed .
| Grant | Metric/Terms | Number/Strike | Grant‑date Fair Value |
|---|---|---|---|
| 2024 annual director RSUs (Moll) | Time‑based; vests at next annual meeting or one‑year anniversary | 1,376 RSUs | $92,591 |
| 2024 annual director options (Moll) | Time‑based; standard vesting per director program | 2,526 options @ $67.29 | $93,796 |
| Change‑in‑control (director awards) | If not assumed/substituted, vest accelerates | Plan terms | As per 2021 Plan |
Note: Performance‑based metrics are not applied to director pay. For pay‑for‑performance oversight, the Board’s Compensation Committee uses revenue, U.S. procedures, Adjusted EBITDA, gross margin, and product goals for NEO annual bonuses, and cumulative revenue plus relative TSR (vs. Russell 2000) for PSUs. See table below as governance context .
| Performance Measure (NEO programs) | Weight / Design | 2024 Targets/Scoring |
|---|---|---|
| Revenue | 45% of annual bonus | Threshold $202.6m; Target $225.1m; Max $247.6m |
| U.S. Procedures | 10% of annual bonus | Threshold 28,850; Target 32,056; Max 35,262 |
| Adjusted EBITDA | 10% of annual bonus | Threshold −$68.2m; Target −$59.3m; Max −$44.5m |
| Gross Margin | 15% of annual bonus | Threshold 54.4%; Target 60.4%; Max 65.2% |
| Product Goal | 20% of annual bonus | If achieved, 100% payout |
| PSUs – Cumulative Revenue (2‑yr) | 75% of PSUs | Achievement factor 0–2.0 |
| PSUs – Relative TSR (3‑yr) | 25% of PSUs | 0–2.0 factor; max only if TSR positive |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| Shockwave Medical, Inc. (until May 2024 acquisition by J&J) | Director | Prior board at medtech supplier; ended 2024 |
| Intersect ENT, Inc. (until Feb 2021) | Director; Nominating & Governance Committee | Specialty ENT devices; prior governance role |
| Restoration Robotics, Inc. (until Nov 2019) | Director; Chairman | Prior robotics medtech; merged into Venus Concept |
| Lux Health Tech Acquisition Corp. (2020–2022) | Director; Audit Committee | SPAC governance experience |
No specific related‑party transactions involving Moll are identified in the reviewed proxy excerpts; the company maintains a formal related person transaction policy governed by the Audit Committee to ensure arm’s‑length terms and review of any director‑related dealings .
Expertise & Qualifications
- Technical/industry expertise: Medical robotics, device development, healthcare venture investing; multiple public board experiences .
- Education: B.A. Economics (UC Berkeley), M.S. Management (Stanford), M.D. (University of Washington) .
- Board qualifications cited: Deep healthcare sector experience, multi‑company director background, medical training .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Frederic Moll, M.D. | 932,163 | 1.7% | 840,245 common; 1,376 RSUs vesting within 60 days; 90,542 options exercisable within 60 days |
- Director stock ownership policy: Directors must hold common stock valued at 5× annual director retainer; includes time‑vested RSUs and vested options (net‑settled) toward compliance; excludes unearned PSUs/unvested options. Re‑determined annually by average 30‑day closing price .
- Anti‑hedging/pledging: Explicit prohibition for directors; contributes to alignment and risk mitigation .
Insider Trades (recent)
| Date | Type | Shares | Price | Post‑transaction holdings | Source |
|---|---|---|---|---|---|
| 2025‑08‑13 | Open market purchase | 20,000 | $39.26 | 863,159 | |
| 2025‑02‑10 | Option exercise (M) | 26,749 | $1.33 | N/A | |
| 2025‑02‑10 | Option exercise (M) | 5,263 | $0.86 | N/A | |
| 2024‑06‑06 | RSU grant (director annual) | 1,376 | N/A | N/A |
Governance Assessment
- Board effectiveness: Long‑tenured independent director with deep robotics/device experience; independence affirmed; no committee roles currently, which limits direct influence on audit/comp/ESG processes but retains full Board oversight participation .
- Alignment and signals: Significant personal ownership (1.7%) and continued accumulation via 2025 open‑market purchase indicate strong alignment and confidence; anti‑hedging/pledging policy further supports long‑term alignment .
- Compensation reasonableness: Director pay mix balanced across cash and equity; annual equity grants sized around $180k, split evenly between RSUs and options; Moll’s 2024 total director compensation $255,966 appears within program norms and below plan cap .
- Oversight of pay‑for‑performance: While directors do not receive performance‑linked awards, the Board’s Compensation Committee applies robust financial/product metrics for NEO bonuses and PSU revenue/TSR hurdles, evidencing governance focus on performance alignment .
- Conflicts/related‑party risk: No specific Moll‑related transactions identified in reviewed proxy sections; formal related‑party policy and Audit Committee review process in place to mitigate risks .
- Attendance/engagement: Minimum attendance thresholds met; independent sessions held; structure with independent Chair enhances objective oversight .
RED FLAGS: None identified specific to Moll in the reviewed disclosures. Anti‑pledging/hedging policy reduces alignment risks; no disclosed related‑party transactions or Section 16 delinquency tied to Moll in 2024 .