Thomas Prescott
About Thomas M. Prescott
Independent Chairman of the Board at PROCEPT BioRobotics since July 2024; age 69; engineering undergraduate (Arizona State University) and Masters in Management (Northwestern University). Former President & CEO of Align Technology (2002–2015) and director at Align (2002–2021), with prior leadership roles at Cardiac Pathways, Nellcor Puritan Bennett, GE Medical Systems, and Siemens AG . The Board has affirmatively determined he is independent under Nasdaq and SEC rules . During 2024, the Board met seven times and each director attended at least 75% of Board and committee meetings for their service period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Align Technology, Inc. | President & CEO; Director | CEO: Mar 2002–Jun 2015; Director: Mar 2002–May 2021 | Led growth and commercialization; long-tenured board service |
| Cardiac Pathways, Inc. | President & CEO | May 1999–Aug 2001 | Company acquired by Boston Scientific; continued as consultant post-acquisition |
| Boston Scientific | Consultant | Aug 2001–Jan 2002 | Post-acquisition integration following Cardiac Pathways deal |
| Nellcor Puritan Bennett, Inc. | Sales, GM, executive roles | Apr 1994–May 1999 | Commercial and operational leadership |
| GE Medical Systems | Management roles | Oct 1987–Apr 1994 | Various management positions |
| Siemens AG | Sales, marketing, management | Dec 1980–Jul 1986 | Commercial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Navy SEAL Foundation | Board member | Not disclosed | Community service role |
| Naval Postgraduate School Foundation | Trustee | Not disclosed | Governance role |
| Unnamed private company | Director | As of Jul 2024 | Listed in appointment 8-K; company not named |
Board Governance
- Role: Independent Chairman of the Board since July 2024; Board leadership is separated from CEO; no Lead Independent Director given Chair’s independence .
- Committee assignments: None listed for Prescott; Audit Committee: Harris (Chair), Dodrill, Wood; Compensation Committee: Little (Chair), Desai, Dodrill; Nominating & ESG: Garrett (Chair), Desai, Little .
- Independence: Board determined Prescott and all non-employee directors are independent; CEO Zadno not independent .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended ≥75% of Board/committee meetings; 8 of 9 directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session regularly, at least twice per year .
- Related-party oversight: Related person transaction policy in place; the July 18, 2024 appointment 8-K states no Item 404(a) related-party transactions for Prescott .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Prescott) | Notes |
|---|---|---|---|
| Annual cash retainer (Director) | $45,000 | $40,842 | Partial-year service (appointed Jul 18, 2024) |
| Additional retainer (Chairman) | $45,000 | Included in cash total | Chairman retainer applies while serving |
| Committee chair retainer | Audit: $20,000; Comp: $15,000; N&ESG: $10,000 | $0 | Prescott not serving on committees |
| Committee membership retainer | Audit: $10,000; Comp: $7,500; N&ESG: $5,000 | $0 | Prescott not serving on committees |
| Meeting fees | None disclosed | — | Program is retainer-based |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Initial RSU | Jul 2024 | 2,358 | — | $157,397 | Equal installments over 3 years |
| Initial Stock Option | Jul 2024 | 4,115 | $66.75 | $157,377 | Equal installments over 3 years (per option policy; directors’ initial option schedule) |
| Annual RSU | Jun 10, 2025 | 1,538 | — | — | Vests in full on earlier of one-year anniversary or next annual meeting |
| Annual Stock Option | Jun 10, 2025 | 2,771 | $64.23 | — | Vests in full on earlier of one-year anniversary or next annual meeting |
- Director equity program: Initial grant ~$300,000 split 50% RSUs/50% options; annual grant ~$180,000 split 50% RSUs/50% options; RSUs/options vesting aligns with annual meeting cadence; unassumed awards vest upon change of control .
- No director PSUs or performance metrics tied directly to director pay disclosed .
Company-level performance metrics overseen by the Board’s Compensation Committee (context for pay-for-performance alignment): | Metric (2024 Bonus Plan) | Weight | Minimum | Target | Maximum | Actual | Weighted Payout | |---|---|---|---|---|---|---| | Revenue ($) | 45% | $202.6M | $225.1M | $247.6M | 99.7% of target | 44.7% | | U.S. Procedures (#) | 10% | 28,850 | 32,056 | 35,262 | 86.7% of target | 0% (did not meet threshold due to saline shortage) | | Adjusted EBITDA ($) | 10% | $(68.2)M | $(59.3)M | $(44.5)M | 97.1% of target | 9.0% | | Gross Margin (%) | 15% | 54.4% | 60.4% | 65.2% | 101.2% of target | 16.5% | | Product-related goal | 20% | N/A | Achieved | N/A | Achieved | 25.0% | | Total payout | 100% | — | — | — | — | 95.2% of target |
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Align Technology, Inc. | Director | 2002–2021 | Not disclosed here |
| Unnamed private company | Director | As of Jul 2024 | Not disclosed |
- Potential competitive/supplier/customer interlocks: None disclosed for Prescott at PRCT; 8-K explicitly notes no Item 404(a) related-party transactions involving him .
Expertise & Qualifications
- Senior operating and board experience in medical devices (CEO/Director at Align; leadership roles across GE Medical, Siemens) .
- Technical education with management graduate degree .
- Governance credentials via non-profit board/trustee positions .
- Determined independent; serves as independent Board Chair, enhancing oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Thomas M. Prescott | 2,358 | <1% | Represents RSUs vesting within 60 days of Apr 11, 2025; options outstanding 4,115 at year-end 2024 |
| PRCT shares outstanding (Record Date) | 55,318,654 | — | Annual meeting record date Apr 11, 2025 |
- Stock ownership guidelines: Directors must hold common stock valued at 5× base annual retainer (excluding chair/committee retainers); compliance status per-director not disclosed; anti-hedging and anti-pledging policies apply to directors .
Insider Trades (last 12 months)
| Date | Form | Code | Security | Shares | Price | Ownership After |
|---|---|---|---|---|---|---|
| Jul 18–19, 2024 | Form 4 | A | RSUs (initial grant) | 2,358 | $0 | As reported in director holdings |
| Jul 18–19, 2024 | Form 4 | A | Stock Options (initial) | 4,115 | $66.75 | Options outstanding |
| Jun 10, 2025 | Form 4 | A(1) | RSUs (annual grant) | 1,538 | $0 | 3,896 common (D) after; vests at next AGM or one-year anniversary |
| Jun 10, 2025 | Form 4 | A | Stock Options (annual grant) | 2,771 | $64.23 | 2,771 derivatives (D) after; vest timing matches RSUs |
(1) RSU vesting in full on earlier of one year or next annual meeting; option award same schedule .
Compensation Committee Analysis
- Committee composition: Little (Chair), Desai, Dodrill; all independent .
- Consultants: Aon (historic), Alpine Rewards (engaged May 2024); both evaluated as independent; no conflicts found .
- Peer group: 20 medical device/life sciences peers (e.g., Axonics, Glaukos, Inari, Silk Road, TransMedics); used for both NEO and director benchmarking .
- Targeting: Bonusing targeted at median market practice; annual director grant maintained at ~$180k (50% RSUs/50% options) based on market data .
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Against | Abstain | Broker Non-Votes | Approval % |
|---|---|---|---|---|---|
| 2024 | 37,459,317 | 1,254,400 | 115,480 | 4,261,507 | ~96.5% |
| 2025 | 40,260,405 | 1,906,382 | 30,232 | 4,353,817 | ~95.4% |
- High approval levels indicate strong investor support for compensation programs overseen by the Board .
Related-Party Transactions & Conflicts
- PRCT 8-K appointment disclosed no transactions involving Prescott reportable under Item 404(a) .
- Anti-hedging/pledging policy applicable to directors mitigates alignment risks .
- Align Technology derivative litigation settled preliminarily in Oct 2024 listed Prescott among former directors; settlement included governance enhancements at Align; no admission of liability stated in summary notice (contextual governance history) .
Governance Assessment
-
Strengths:
- Independent Board Chair structure; no Lead Independent Director needed .
- Clear committee independence; established related-party and clawback policies; robust anti-hedging/pledging rules .
- Strong shareholder support on say-on-pay and director elections (Prescott received 41.66M votes for, minimal withholds) .
- Transparent director compensation program with balanced cash/equity and market benchmarking .
-
Potential red flags/monitoring items:
- Low absolute share ownership as of Apr 2025 (2,358 shares) versus 5× retainer guideline; per-director compliance status not disclosed (monitor guideline progress) .
- External litigation history tied to prior company (Align derivative settlement) warrants ongoing diligence, though unrelated to PRCT operations .
Overall, Prescott’s independent chair role, absence of related-party exposure at PRCT, and high investor support strengthen governance and board effectiveness, with monitoring warranted on ownership guideline attainment and any future external commitments .