Mary Garrett
About Mary Garrett
Mary Garrett (age 66) has been an independent director of PROCEPT BioRobotics (PRCT) since December 2021 and currently serves as Chair of the Nominating & ESG Committee; she is a Class II director with a term expiring at the 2026 annual meeting. Previously, she was Chief Marketing Officer, Global Markets at IBM through her retirement in December 2015; she holds a B.S. in Biomedical Engineering (Boston University) and an M.S. in Bioelectrical Engineering (Brown University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Chief Marketing Officer, Global Markets | Through Dec 2015 | Global marketing leadership |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Omnicell, Inc. | Director | Since Mar 2022 | Corporate Governance Committee member |
| Hillrom Corporation (acquired by Baxter Dec 2021) | Director | 2017–2021 | Governance Committee Chair (2021); Audit Committee member |
| Ethan Allen Interiors, Inc. | Director | 2016–Nov 2021 | Audit Committee member |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Ms. Garrett is independent .
- Committee assignments: Chair, Nominating & ESG Committee; not listed as a member of Audit or Compensation .
- Attendance and engagement: The Board met 7 times in 2024 and each director attended at least 75% of Board and committee meetings on which they served; Nominating & ESG met 5 times in 2024 .
- Board leadership: Independent Chair of the Board; therefore no Lead Independent Director; independent directors meet in executive session regularly .
- Anti-hedging/pledging: Policy prohibits hedging and pledging of PRCT stock by directors and employees .
- Stock ownership policy: Directors must hold PRCT stock valued at 5× the base annual retainer (excludes committee fees) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base annual retainer (director) | $45,000 | $45,000 | Program terms |
| Nominating & ESG Chair retainer | $10,000 | $10,000 | Chair fee |
| Total cash fees paid to Mary Garrett | $55,000 | $55,000 | Paid/earned amounts |
Performance Compensation
| Metric | 2023 | 2024 | Vesting / Terms |
|---|---|---|---|
| Annual RSUs (grant-date fair value) | 2,711 RSUs; $95,129 | 1,376 RSUs; $92,591 | Annual director RSUs vest in full on the earlier of 1-year from grant or next annual meeting, subject to service |
| Annual Stock Options (grant-date fair value) | 4,865 options; $94,787 | 2,526 options at $67.29; $93,796 | Same vesting convention as RSUs for annual director grants; exercise price = close on grant date |
| Grant timing | 2023 annual meeting | 2024 annual meeting (Apr 18, 2024) | Annual grant on meeting date |
| Performance metrics tied to director pay | None disclosed | None disclosed | Director equity awards are time-based; no performance conditions |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Customers/suppliers/competitors | PRCT’s proxy does not disclose any related-party transactions involving Ms. Garrett; policy governs review of any such items . |
| Public boards (information flow) | Current: Omnicell; Prior: Hillrom, Ethan Allen (committee roles noted above) . |
Expertise & Qualifications
- Healthcare governance and audit/gov committee leadership experience (Hillrom governance chair; audit roles at Hillrom/Ethan Allen) .
- Senior global marketing leadership at IBM; advanced engineering degrees (Boston University, Brown University) .
Equity Ownership
| Holder | Shares Owned | Components Disclosed | Ownership % |
|---|---|---|---|
| Mary Garrett | 24,443 | 11,471 common; 1,376 RSUs vesting within 60 days of Apr 11, 2025; 11,596 options exercisable within 60 days of Apr 11, 2025 | <1% |
| Outstanding awards at 12/31/2024 | — | 11,596 options; 1,376 RSUs outstanding | — |
| Notes: Beneficial ownership as of Apr 11, 2025; percent marked “*” indicates <1%. Anti-hedging/pledging policy prohibits pledging of PRCT stock . |
Governance Assessment
- Committee leadership and independence: Chair of Nominating & ESG; independent; supports robust governance oversight and ESG priorities .
- Attendance: Met the ≥75% attendance threshold; Nominating & ESG met five times, indicating active committee engagement .
- Pay structure and alignment: Director cash is modest and tied to role; equity mix (RSUs/options) vests time-based with annual meeting cadence, aligning with shareholder outcomes without encouraging short-term risk .
- Ownership alignment and policies: Beneficial ownership disclosed; strict anti-hedging/pledging policy; 5× retainer ownership guideline for directors (compliance status for individual directors not disclosed) .
- Related-party/conflict review: Proxy’s related-party section does not identify any transactions involving Ms. Garrett; Board has a formal policy for review/approval .
- Shareholder support signals: Say-on-pay approved in 2024 and 2025 (For/Against/Abstain counts shown below), indicating broad support for compensation program oversight by the Board .
- Section 16 compliance: Company reports Section 16 compliance for 2024 with one late Form 4 for the CEO; no director delinquencies noted .
Say-on-Pay Voting Results
| Meeting Year | For | Withheld/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 37,459,317 | 1,254,400 | 115,480 | 4,261,507 |
| 2025 | 40,260,405 | 1,906,382 | 30,232 | 4,353,817 |
Director Compensation Detail (Reference)
| Year | Cash Fees (Mary Garrett) | Option Awards (ASC 718) | Stock Awards (ASC 718) | Total |
|---|---|---|---|---|
| 2023 | $55,000 | $94,787 | $95,129 | $244,916 |
| 2024 | $55,000 | $93,796 | $92,591 | $241,387 |
RED FLAGS: None disclosed specific to Ms. Garrett in PRCT filings. Anti-hedging/pledging policy reduces alignment risk; related-party section does not identify any transactions involving Ms. Garrett; attendance met policy threshold. Continue to monitor for any future interlocks or related-party items through proxy and 8-K disclosures .