Taylor Harris
About Taylor Harris
Taylor Harris (age 49) has served as an independent director of PROCEPT BioRobotics since December 2020. He is the CEO of Cutera, Inc. since August 2023 and has been a member of Cutera’s board since June 2023. Harris holds a B.A. in Physics and Economics from the University of North Carolina at Chapel Hill, where he was a Morehead-Cain scholar, and brings extensive finance, accounting, and operations experience in healthcare and medical technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyoKardia, Inc. | Chief Financial Officer | Apr 2018 – Nov 2020 | Led finance through acquisition by Bristol Myers Squibb |
| Zeltiq Aesthetics, Inc. | SVP & Chief Financial Officer | Mar 2016 – Apr 2017 | Company acquired by Allergan plc |
| Thoratec Corporation | Chief Financial Officer | Prior to acquisition by St. Jude Medical | Senior finance leadership; transaction execution |
| JPMorgan Chase & Co. | Healthcare Investment Banking & Equity Research | ~10 years | Capital markets and analytical expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cutera, Inc. | Chief Executive Officer | Aug 2023 – present | Also a board member since Jun 2023 |
| Cutera, Inc. | Director | Jun 2023 – present | Governance responsibilities |
| Two private companies | Director | Not disclosed | Board memberships noted in biography |
Board Governance
- Classification and term: Class III director; current term expires at the 2027 annual meeting .
- Independence: Board affirmatively determined Harris is independent under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee: Chair; designated “Audit Committee financial expert”; members are Harris, Amy Dodrill, and Larry Wood (Wood appointed April 18, 2024) .
- Compensation Committee and Nominating & ESG Committee: Not a member per latest proxies .
- Attendance and engagement:
- Board meetings: 9 meetings in FY2023; each director attended ≥75% of Board and committee meetings for which they served .
- Audit Committee meetings: 9 in FY2023; 8 in FY2024 .
- Leadership structure: Independent Chair (Frederic Moll, M.D.); Board does not have a Lead Independent Director; independent directors meet in executive sessions at least twice per year .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 65,000 | Consistent with $45,000 Board retainer + $20,000 Audit Chair retainer |
| 2024 | 65,000 | Consistent with current Director Compensation Program |
Director cash retainer schedule:
- Board member annual retainer: $45,000; Board Chair additional $45,000.
- Committee retainers: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & ESG Chair $10,000; Nominating & ESG member $5,000 .
Performance Compensation
| Year | Option Awards ($) | Stock Awards ($) | Elements and Metrics |
|---|---|---|---|
| 2023 | 94,787 | 95,129 | Annual grant on meeting date: 4,865 options at $35.09 and 2,711 RSUs; RSUs/options vest in full on the earlier of one-year anniversary or next annual meeting; time-based only (no performance metrics); change of control accelerates vesting . |
| 2024 | 93,796 | 92,591 | Annual grant structure remains 50% RSUs / 50% options; time-based vesting; change-of-control acceleration per plan . |
Vesting schedules and grant framework:
- Initial director grant (on appointment): ~$300,000 split 50% RSUs / 50% options; vests in equal tranches over three years .
- Annual director grant (on annual meeting date): Value set by Board (recently ~$180,000 total split 50% RSUs / 50% options); RSUs and options vest fully after one year or by next annual meeting; exercise price equals closing price on grant date .
- Change-of-control: Unassumed RSUs and options for directors vest in full .
Other Directorships & Interlocks
| Company | Industry Relationship | Role | Potential Interlock Considerations |
|---|---|---|---|
| Cutera, Inc. | Medical aesthetic technologies (non-urology) | CEO; Director | No PRCT-related party transactions disclosed; independence affirmed; oversight of audit matters at PRCT mitigated by related-party transaction policy . |
Expertise & Qualifications
- Designated Audit Committee financial expert under Item 407(d) of Regulation S-K; financially literate .
- Deep finance and operations experience across medical technology and biopharma; prior CFO roles and capital markets background .
- Board experience at Cutera and private companies .
Equity Ownership
| Metric | Apr 2022 | Apr 2023 | Apr 2024 | Apr 2025 |
|---|---|---|---|---|
| Shares Beneficially Owned (Number) | 89,196 | 157,061 | 164,637 | 168,539 |
| Beneficial Ownership (%) | <1% (*) | <1% (*) | <1% (*) | <1% (*) |
Director equity awards outstanding:
| Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Options Outstanding (exercisable + unexercisable) | 114,851 | 35,827 |
| RSUs Outstanding | 2,711 | 1,376 |
Ownership alignment policies:
- Stock ownership policy: Directors must hold common stock valued at 5× base annual retainer; re-determined annually; 5-year compliance horizon for new directors .
- Anti-hedging and anti-pledging: Directors prohibited from short-sales, options, hedging, or pledging of company stock; limited exception for exchange fund contributions with approval .
Governance Assessment
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Strengths
- Independent director with capital markets and CFO lineage; Audit Chair and financial expert designation enhance oversight of reporting, controls, and cybersecurity risk .
- Clear time-based, non-performance equity; transparent director compensation with committee-based cash retainers; adherence to ownership and anti-hedging/pledging policies promotes alignment .
- Related-party transaction policy with Audit Committee review; no PRCT related-party transactions involving Harris disclosed since last fiscal year; indemnification arrangements standard for directors .
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Risk indicators and monitoring
- External CEO/director role at Cutera may increase time commitments; no inter-company transactions disclosed; independence affirmed by Board .
- Equity award outstanding balance decreased from 2023 to 2024 (options: 114,851 → 35,827; RSUs: 2,711 → 1,376), which may reflect exercises, expirations, or award cycles; monitor Form 4s for trading patterns when available .
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Shareholder feedback context
- 2025 annual meeting votes: Say-on-pay approved (Votes For 40,260,405; Withheld 1,906,382; Abstentions 30,232; Broker non-votes 4,353,817); auditor ratification approved .
RED FLAGS: None disclosed regarding related-party transactions, pledging, hedging, or attendance shortfalls. Continue monitoring for any conflicts arising from external executive role and for changes in director compensation structures (e.g., increases in guaranteed cash vs. equity at-risk) .