Larry Wood
About Larry Wood
Larry L. Wood, age 59, is President & Chief Executive Officer of PROCEPT BioRobotics (effective Sept 2, 2025) and a Class I director (initially appointed Apr 18, 2024); he holds an M.B.A. from Pepperdine Graziadio Business School and previously led Edwards Lifesciences’ TAVR and Surgical Structural Heart businesses . In his first reported quarter as CEO, PRCT delivered Q3 2025 revenue of $83.3M (+43% YoY), 65% gross margin (up from 63%), and improved adjusted EBITDA loss to $7.4M from $12.4M YoY, indicating momentum in system placements and consumables growth . Management pre-announced Q2 2025 revenue of ~$79.2M (+48% YoY) and raised FY2025 revenue guidance to $325.5M, underscoring strong demand; Wood framed the opportunity as akin to category-defining therapy adoption he helped drive at Edwards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edwards Lifesciences | Corporate VP, TAVR; Group President, Surgical Structural Heart | 2007–2025 | Built and scaled a leading global TAVR business; recognized for championing patient-benefiting technologies |
| Baxter Healthcare | Manufacturing, Regulatory, Strategic & Clinical Marketing (heart valve) | N/D | Broad operating and regulatory experience in surgical heart valve therapy |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in PRCT’s proxy/8‑K for Wood |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $925,000 initial annual salary (effective upon CEO start; to be reviewed at least annually) |
| Target Annual Bonus | 100% of base salary (pro‑rated for 2025); discretionary based on Board/Comp Committee performance objectives; payable by Mar 15 following year |
| Sign‑On Bonus | $1,700,000 (captures foregone bonus and estimated housing/commuting); paid within 30 days of start; 12‑month clawback if terminated for cause or resigns w/o good reason (pro‑rated, after-tax) |
| Benefits & Indemnification | Eligible for executive benefit plans; covered by D&O indemnification; may establish Rule 10b5‑1 plan per policy |
Performance Compensation
| Incentive | Metric | Weighting | Target/Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Incentive (2025) | Company performance objectives set by Board/Comp Committee | N/D | Target: 100% of salary (2025 pro‑rated) | TBD | Cash paid following FY‑end per plan |
| New‑hire PSUs (to be granted Q1’26) | Expected to mirror executive PSU design (revenue and relative TSR) | Company design: 75% revenue (2‑yr), 25% TSR vs Russell 2000 (3‑yr) | Targets to be set at grant | 0–200% of target per plan | Earned based on pre‑established formula; performance not less than target upon CIC termination for vesting determination |
Notes on equity program design for executives (context for 2026 PSUs):
- PSUs for PRCT executives in 2024 vest 75% on 2‑year cumulative revenue and 25% on 3‑year relative TSR vs Russell 2000 with straight-line interpolation; if 3‑yr TSR is negative, factor capped at 1.0 .
- This is the “same terms and conditions” referenced for Wood’s 2026 PSU grant .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Apr 11, 2025) | 8,717 shares (4,430 RSUs vesting within 60 days; 4,287 options exercisable within 60 days) |
| % of Shares Outstanding | ~0.016% (8,717/55,318,654 shares outstanding on Apr 11, 2025) |
| New‑hire Equity | Buy‑Out RSUs: ~$7.5M grant value; 25% vests at first anniversary of start, then 1/12 quarterly; intended to replace forfeited unvested equity from prior employer |
| New‑hire Options | ~$7.5M grant value; 25% at first anniversary, then monthly (1/48) thereafter |
| New‑hire PSUs | ~$3.0M target grant in Q1 2026 (same terms as other exec PSU grants) |
| Ownership Guidelines (Executives) | CEO must hold shares equal to 3× base salary; 5‑year compliance window (policy adopted Sep 2021) |
| Hedging/Pledging | Prohibited for directors and employees (no short sales, options, hedging, pledging, or margin) |
| Clawback | Company-wide incentive compensation clawback compliant with SEC/Nasdaq (restatement-triggered forfeiture/recovery) |
| 10b5‑1 Plans | Permitted subject to policy and regulations |
Vesting Schedules and Potential Insider Selling Pressure
| Award | Grant Value | Vesting Mechanics | Key Dates/Implications |
|---|---|---|---|
| Buy‑Out RSUs | ~$7.5M | 25% at first anniversary of employment; remainder vests in equal quarterly installments (1/12 each quarter thereafter) subject to service | First large vest expected around Sept 2, 2026; quarterly supply thereafter could create overhang absent a 10b5‑1 plan |
| New‑hire Options | ~$7.5M | 25% at first anniversary; remainder vests monthly (1/48) subject to service | First significant vest at Sept 2, 2026; monthly thereafter; option exercise/sale cadence may follow 10b5‑1 plan |
| New‑hire PSUs | $3.0M target | Expected: 75% revenue (2‑yr), 25% TSR (3‑yr) on same terms as exec PSUs | Earnout decisions tied to FY2026–FY2028 windows; CIC performance not less than target for acceleration determination |
Employment Terms
| Trigger | Cash Severance | Equity | Benefits | Notes |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (non‑CIC) | 1.5× base salary (lump sum) | Accelerated vesting of Buy‑Out RSUs; all other unvested equity forfeited | COBRA up to 18 months | Release required; confidentiality perpetual; 1‑year non‑solicitation |
| Termination w/o Cause or for Good Reason within 3 months before or 12 months after a Change in Control (CIC) | 3× (base salary + target bonus) lump sum | Accelerated vesting of all unvested equity; PSU performance deemed at ≥ target per agreements | COBRA up to 36 months | Double‑trigger CIC protection; release required |
| Cause/Voluntary w/o Good Reason (within 12 months of start) | N/A | N/A | N/A | Pro‑rated after‑tax repayment obligation on sign‑on bonus |
| 10b5‑1 Trading | — | — | — | May establish a plan subject to policies/regulations |
| Restrictive Covenants | — | — | — | Perpetual confidentiality; 1‑year non‑solicitation |
Board Governance & Director Service (Dual Role Considerations)
- Board tenure and class: Director since Apr 18, 2024; Class I director (nominated for re‑election at 2025 meeting) .
- Committee roles: Audit Committee member in 2024; committee composed entirely of independent directors; financial literacy required (Audit Chair is the committee’s financial expert) .
- Independence: As of Apr 25, 2025 proxy, Wood was independent; upon becoming CEO (Sept 2, 2025), he is no longer independent; Board maintains an independent Chair (Thomas M. Prescott) and separate CEO/Chair structure .
- Executive sessions: Independent directors meet in executive session regularly, at least twice per year .
- Attendance: Each director attended ≥75% of Board/committee meetings in 2024 .
- Anti‑hedging/pledging: Strict prohibitions apply to directors .
- Related party transactions: None involving Wood under Item 404(a) .
Director Compensation (while serving as non‑employee director in 2024)
| Component | Amount / Detail |
|---|---|
| Annual Cash Retainer (base) | $45,000; Committee retainers: Audit Chair $20,000 / member $10,000; Comp Chair $15,000 / member $7,500; Nominating & ESG Chair $10,000 / member $5,000 |
| 2024 Grants (annual meeting) | Option: 2,526 sh @ $67.29 (ASC 718 $93,796); RSU: 1,376 sh (ASC 718 $92,591); vests full by 1 year or next annual meeting |
| Initial Director Grants (Apr 18, 2024) | Option: 5,284 sh @ $51.08 (ASC 718 $156,355); RSU: 3,054 sh (ASC 718 $155,998); vests over 3 years (equal annual installments) |
| 2024 Total Director Comp (Wood) | Cash fees $38,681; Option awards $250,151; Stock awards $248,589; Total $537,421 |
| Director Stock Ownership Guideline | 5× base annual retainer; equity vests accelerate if not assumed in a CIC |
Compensation Structure Analysis (Alignment, Peer Benchmarking, Red Flags)
- Pay mix and advisors: PRCT emphasizes at‑risk pay and long‑term equity; independent compensation consultants (Aon through early 2024, Alpine from May 2024) advise on market medians and structure; no tax gross‑ups; clawback in place .
- Peer benchmarking: Committee uses med‑device/life‑sciences peers matched by industry, revenue, market cap, and location to set competitive targets (peer group methodology, updated for 2025 decisions) .
- Design features: Executive PSUs balanced between 2‑yr cumulative revenue and 3‑yr relative TSR versus Russell 2000; time‑based RSUs/Options vest over 4 years; ownership guidelines require meaningful skin‑in‑the‑game .
- Potential risks/flags: Large front‑loaded buy‑out/option values and one‑year cliffs create vest‑date supply risk in late 2026 absent 10b5‑1 plans; CIC severance at 3× salary+target bonus with full acceleration is generous but double‑trigger; hedging/pledging bans and clawback mitigate misalignment concerns .
Related Party Transactions
- Company disclosed no transactions under Item 404(a) involving Wood; no arrangements/understandings or family relationships tied to his selection .
Performance & Track Record
- Operating momentum: Q3 2025 revenue $83.3M (+43% YoY); gross margin 65% (+200 bps YoY); adjusted EBITDA loss improved to $7.4M from $12.4M; U.S. installed base 653 systems (as of Sept 30, 2025) .
- Prior impact (Edwards): Recognized for leading TAVR and surgical structural heart businesses; credited with revolutionizing care for severe aortic stenosis patients .
Equity Ownership & Director/Executive Policy Snapshot
| Policy/Item | Detail |
|---|---|
| CEO Ownership Guideline | 3× base salary; 5‑year compliance window (policy initial adoption Sep 2021) |
| Director Ownership Guideline | 5× base annual retainer |
| Anti‑Hedging/Pledging | Prohibited for all directors and employees |
| Clawback | Required recovery of erroneously paid incentive comp upon restatement |
Investment Implications
- Near‑term vest supply: Expect a first 25% cliff vest in Sept 2026 for both buy‑out RSUs and new‑hire options, with steady quarterly/monthly vests thereafter—monitor 10b5‑1 adoption and scheduled sales to gauge potential stock overhang .
- Alignment vs protection: Strong alignment via sizable equity, ownership guidelines, and anti‑hedging/pledging; protective features (3× CIC cash, full equity acceleration, COBRA up to 36 months) skew toward retention in strategic scenarios; double‑trigger reduces “single‑trigger” concerns .
- Execution lens: Early CEO commentary and financial prints show robust revenue growth and improving adjusted EBITDA trajectory; watch 2026 PSU grant terms (revenue/TSR calibration) and FY2025–FY2026 operating targets for pay‑for‑performance integrity .
- Governance comfort: Separate independent Chair, active executive sessions, and Audit/Comp/NESG independence offset independence concerns from CEO‑director dual role; no related‑party ties disclosed .