Hisham Shiblaq
About Hisham Shiblaq
Hisham Shiblaq, age 50, is EVP and Chief Commercial Officer of PROCEPT BioRobotics, serving in this role since January 2022 after leading Global Commercialization from March 2019 to December 2021; he holds a B.A. in Psychology from Ohio State University . Company performance during his current tenure includes 2024 revenue of $224.5 million (+65% YoY), FDA clearance of the HYDROS Robotic System, and expanded clinical programs, while net income remained negative and annual cash bonus payouts were 95.2% of target on corporate metrics . Pay-versus-performance data show Company TSR of 191.99 for 2024 (indexed $100 basis), with reported net income of $(91.4) million and revenue $224.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PROCEPT BioRobotics | EVP, Chief Commercial Officer | Jan 2022–present | Company outcomes during tenure: record 2024 revenue ($224.5M, +65% YoY), FDA clearance of HYDROS, pivotal IDE approval; annual cash bonus funded at 95.2% of target . |
| PROCEPT BioRobotics | SVP, Global Commercialization | Mar 2019–Dec 2021 | Led commercialization; subsequently the Company advanced commercial adoption and scaled operations ahead of 2024 record year . |
| Invuity, Inc. | Vice President, Commercial Operations | Jan 2017–Jan 2019 | Senior commercial leadership in medical devices . |
| Analogic Corporation | Vice President of Sales | Jun 2016–Jan 2017 | Senior sales leadership in health/security technology . |
External Roles
None disclosed in the 2025 proxy statement for Mr. Shiblaq .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective Mar 1) |
|---|---|---|---|---|
| Base Salary ($) | $400,000 | $430,000 | $490,000 | $504,700 |
| Target Bonus (% of base) | 60% | 60% | 60% | 60% (noted policy; latest change not disclosed) |
| Actual Annual Cash Bonus Paid ($) | $317,200 | $215,950 | $272,750 | N/A |
Performance Compensation
Annual Cash Incentive (FY 2024 Corporate Plan)
| Metric | Weight | Target | Actual Achievement | Weighted Payout Contribution |
|---|---|---|---|---|
| Revenue ($) | 45% | $225,100,000 | 99.7% | 44.7% |
| U.S. Procedures (count) | 10% | 32,056 | 86.7% | 0% (below threshold due to nationwide saline shortage) |
| Adjusted EBITDA ($) | 10% | $(59,300,000) | 97.1% | 9.0% |
| Gross Margin (%) | 15% | 60.4% | 101.2% | 16.5% |
| Product-related goal | 20% | If achieved | Achieved | 25.0% |
| Total Payout vs Target | — | — | — | 95.2% of target |
Notes: FY24 minimum and maximum performance ranges were set for each metric; weighted minimum payout 50%, maximum 180% . Adjusted EBITDA is non-GAAP (EBITDA before SBC) .
Equity Incentives (Grants on Mar 6, 2024)
| Incentive Type | Weight | Shares/Units | Key Terms | Grant-date FV ($) |
|---|---|---|---|---|
| RSUs | ~50% of LTI mix | 39,673 RSUs | Time-based; vest 25% annually over 4 years | Included in stock awards total $2,215,596 |
| PSUs (Revenue) | 75% of PSU tranche | Target 13,224 (Threshold 6,612; Max 26,448) | Earn/vest 2 years after grant, based on cumulative FY24–FY25 revenue achievement (0–2.0x factor) | Included in stock awards total $2,215,596 |
| PSUs (Relative TSR) | 25% of PSU tranche | Target included above | Earn/vest 3 years after grant, relative TSR vs Russell 2000; factor 0–2.0 (at 25th/50th/75th/90th percentiles) capped at 1.0 if TSR negative | Included in stock awards total $2,215,596 |
| Stock Options | ~25% of LTI mix | 23,038 options | Exercise price $47.17; vest 1/48 monthly; 10-year term | $621,362 |
PSU Achievement Factor Schedule: 0.0 (<25th), 0.5 (25th), 1.0 (50th), 1.5 (75th), 2.0 (>90th); straight-line interpolation between levels; CoC early measurement uses greater of actual/1.0 .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 326,109 (<1%) | Footnote breakdown: (i) 18,052 common shares; (ii) 308,057 options exercisable within 60 days . |
| Direct Common Shares | 18,052 | — |
| Options Exercisable ≤60 Days | 308,057 | Multiple grants with varied strikes; see outstanding awards below . |
| RSUs Outstanding (not vested) | 26,449 | Time-based vesting (25% annually) . |
| PSUs Target Outstanding (not vested) | 13,224 | Earn based on FY24–FY25 revenue and 3-year TSR . |
| Stock Ownership Guidelines | 1× base salary for NEOs; 5× retainer for directors | As of Dec 31, 2024, all NEOs met requirement . |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; short-sales and margin accounts prohibited | Aligns with investor protection practices . |
| Clawback Policy | Applies to incentive comp; restatement-based recovery per SEC/Nasdaq | Compensation Recovery Policy in place . |
Outstanding Equity Awards (Selected)
| Award Type | Vesting Commencement | Exercisable | Unexercisable | Exercise Price | Expiration | Citation |
|---|---|---|---|---|---|---|
| Stock Options | 3/6/2024 | 4,319 | 18,719 | $47.17 | 3/6/2034 | |
| Stock Options | 3/5/2023 | 20,882 | 26,850 | $37.02 | 2/15/2033 | |
| Stock Options | 6/22/2021 | 75,527 | 10,788 | $7.27 | 6/22/2031 | |
| Stock Options | 12/16/2020 | 63,156 | — | $5.18 | 12/15/2030 | |
| RSUs | Various | — | 26,449 | N/A | N/A | |
| PSUs (target) | 3/6/2024 | — | 13,224 | N/A | N/A |
2024 Equity Activity
| Activity | Shares | Value |
|---|---|---|
| Options exercised (2024) | 26,046 | $1,658,729 value realized (market less strike) |
| RSUs vested (2024) | 7,557 | $351,678 value realized (closing price on vest date) |
Employment Terms
| Scenario | Cash Severance | Bonus Component | Equity Acceleration | COBRA | Options Post-Separation | Total Illustrative (12/31/2024) |
|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason with Change of Control (double trigger) | 12 months base salary ($784,000) | 100% of target bonus | 100% acceleration of unvested equity | Up to 12 months ($49,552) | Exercisable up to 12 months or original expiry | $8,470,075 (cash + accelerated equity + COBRA) |
| Termination w/o Cause or for Good Reason outside CoC period | 6 months base salary ($245,000) | None specified beyond base | No acceleration per severance agreement | Up to 6 months ($24,776) | Exercisable up to 12 months or original expiry | $269,776 |
| Plan-level CoC (if awards not assumed/substituted) | — | — | Awards accelerate on CoC if not assumed | — | — | N/A |
Other policies: No tax gross-ups; limited perquisites; ESPP eligible; 401(k) discretionary match; for 2024 match totaled $6,000 to Mr. Shiblaq .
Compensation Structure Analysis
- Pay mix emphasizes variable and long-term equity; in 2024 Mr. Shiblaq’s stock awards totaled $2,215,596 and options $621,362, with annual bonus earned $272,750 on 95.2% corporate achievement .
- 2024 equity program added PSUs (revenue and relative TSR), increasing pay-for-performance alignment versus prior RSU/option mix; PSU achievement factors range 0–2.0 with CoC protection at ≥1.0 .
- Target bonus remained at 60% of base in 2024, with base salary stepped up to $490,000 and further to $504,700 effective March 1, 2025, consistent with peer benchmarking at median ranges .
- Company policy prohibits hedging/pledging and maintains clawback, stock ownership guidelines, and independent compensation committee with independent consultant (Alpine; previously Aon) .
Compensation Peer Group (Context)
Peer group used for FY2024 decisions included 20 medtech/life science companies (e.g., Axonics, Glaukos, Inari, iRhythm, Silk Road Medical, TransMedics, Treace), with annual review and updates; targets generally set around median peer practices .
Performance & Track Record
- 2024 outcomes: revenue $224.5M (+65% YoY), ~32,300 U.S. handpieces sold, HYDROS AI-powered platform FDA clearance, Breakthrough Device Designation for prostate cancer, pivotal IDE approval; employee base grew to 756 (+21%) .
- Annual bonus payout determination reflected strong revenue and margin execution, offset by saline shortage impacting procedures; overall payout 95.2% of target .
- Company TSR indexed value 191.99 for 2024; net income $(91.4)M, revenue $224.5M .
Equity Ownership & Alignment Details (Selected Multi-year Compensation)
| Year | Base Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 477,500 | 2,215,596 | 621,362 | 272,750 | 3,587,208 |
| 2023 | 430,000 | 974,181 | 1,011,004 | 215,950 | 2,631,135 |
| 2022 | 400,000 | 136,951 | 149,023 | 317,200 | 1,043,174 |
Employment Terms (Change-in-Control Economics – Illustrative)
| Component | With CoC | Without CoC |
|---|---|---|
| Cash Severance ($) | 784,000 | 245,000 |
| Target Bonus Payment ($) | 100% of target | — |
| Stock Options Acceleration ($) | 2,695,252 | — |
| RSU/PSU Acceleration ($) | 4,941,271 | — |
| COBRA Premiums ($) | 49,552 | 24,776 |
| Total ($) | 8,470,075 | 269,776 |
Investment Implications
- Alignment: Introduction of PSUs tied to revenue and relative TSR improves pay-for-performance linkage; anti-hedging/pledging and clawback policies strengthen alignment and governance .
- Retention risk: Double-trigger CoC benefits with full equity acceleration and 12 months cash for Mr. Shiblaq mitigate flight risk; outside CoC severance is modest (6 months) .
- Trading signals: 2024 option exercises (26,046 shares; $1.66M realized) show monetization of awards; upcoming RSU annual vests and PSU measurement gates (FY24–25 revenue; 3-year TSR to 2027) may create event-driven supply and performance catalysts .
- Performance sensitivity: FY24 bonus underperformed on U.S. procedures due to saline shortage, but revenue/margin drove payout; monitoring procedure volume normalization and PSU revenue targets into FY2025 is key to incentive outcomes .
- Governance/benchmarks: Median-oriented peer benchmarking and independent consultant oversight suggests disciplined pay setting; no tax gross-ups or significant perquisites reduce shareholder-unfriendly risk factors .