Beverly Huss
About Beverly Huss
Beverly Huss, 65, is an independent director of Vicarious Surgical (RBOT) since October 2022, with a career spanning executive leadership and entrepreneurship in medical devices. She holds an M.S. in technology management from Pepperdine University and a B.S. in metallurgical engineering from the University of Illinois, with patents in cardiovascular, obesity, and temperature management, and was named a 2024 Director to Watch by Directors and Boards . She is classified as independent under NYSE and SEC rules, and was re-nominated in 2025 and re-elected at the June 27, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidant (California-based) | Multiple executive roles incl. President, Endovascular Solutions; VP Canada & Latin America; VP Global Marketing; VP Stent Business | 1986–prior to entrepreneurship | Quadrupled Endovascular Solutions revenue to $150M in 4 years; built coronary stent business from $0 to $1B revenue with 90% gross margins in 3 years |
| Qool Therapeutics | Co-founder & CEO | 2013–Dec 2020 | Tissue preservation company; leadership and product development |
| Pagonia Medical | Co-founder & CEO | Jan 2021–Jun 2022 | Venture-backed women’s health/medtech leadership |
| Vibrynt | Co-founder & CEO | Prior to 2013 | Developed minimally invasive device for morbid obesity |
| Madorra | Executive Chair | Nov 2016–Jun 2023 | Women’s health company; governance and strategic oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accuray (Nasdaq: ARAY) | Director | Current | Board service (committee details not specified in RBOT proxy) |
| Iridex (Nasdaq: IRIX) | Director | Current | Audit Committee member; Compensation Committee Chair; Nominating & Governance Committee member (effective Nov 7, 2024) |
| Ancora Heart (private) | Director | Current | Board service |
Board Governance
- Independence: Huss is deemed “independent” under SEC and NYSE rules .
- Committee assignments (RBOT):
- Audit Committee: Member; 4 meetings in FY 2024 .
- Compensation Committee: Member (Chair: Dr. Ho); 7 meetings in FY 2024 .
- Technology & Product Committee: Established April 2025; proxy indicates Huss as Chair with Carr‑Brendel as member; June 30, 2025 8-K indicates Carr‑Brendel as Chair and Huss as member alongside Randy Clark (reflects change post-proxy) .
- Attendance: In FY 2024 the board met 6 times and committees met 11 times; no director attended fewer than 75% of meetings .
- 2025 Election Result (June 27, 2025): Huss received 14,302,055 votes For, 430,909 Withheld; 1,788,342 broker non-votes .
| Metric | FY 2024 |
|---|---|
| Board Meetings | 6 |
| Committee Meetings (Total) | 11 |
| Attendance Threshold | No director <75% |
Fixed Compensation
- RBOT Non‑Employee Director Retainer Structure (as of 2025; amended to include Product Committee):
| Position | Annual Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Chair of the Board (additional) | 35,000 |
| Audit Committee Chair | 18,000 |
| Audit Committee Member | 6,300 |
| Compensation Committee Chair | 14,250 |
| Compensation Committee Member | 5,500 |
| Nominating & Corporate Governance Chair | 10,000 |
| Nominating & Corporate Governance Member | 4,650 |
| Technology & Product Committee Chair | 14,250 |
| Technology & Product Committee Member | 5,500 |
- Huss’s Actual Director Compensation (RBOT):
| Component | FY 2023 ($) | FY 2024 ($) |
|---|---|---|
| Fees Earned (Cash) | 51,414 | 51,800 |
| Stock Awards (RSUs fair value) | 145,143 | 32,660 |
| Other (Accelerated vesting-related) | — | 15,720.23 |
| Total | 196,557 | 84,460 |
Performance Compensation
- RBOT Equity Policy:
- Initial director RSU award: $301,800 grant date fair value; vests monthly over 36 months; or equivalent stock options at committee discretion .
- Annual director RSU award: $145,000 grant date fair value; vests monthly over 12 months; prorated if <6 months service at grant .
- Huss’s RSU grants and vesting:
| Item | Detail |
|---|---|
| 2023 Annual Director RSU Grant | 65,974 RSUs to non‑employee directors (Huss eligible); monthly vest over 12 months beginning June 1, 2023; Huss outstanding RSUs at 12/31/2023: 85,522 |
| 2024 Annual Director RSU Grant | 3,299 RSUs to each reelected director; monthly vest over 12 months beginning June 10, 2024 |
| 2024 RSU Acceleration | Each non‑employee director (except Randy Clark) paid $15,720.23 related to accelerated vesting of 2024 RSU awards |
| Policy mechanics | No dividends prior to vesting; annual cap on total director comp $750,000 ($1,000,000 in initial year) under plan administration |
No performance metrics (e.g., EBITDA, TSR) are tied to director equity awards; vesting is time‑based under the policy .
Other Directorships & Interlocks
- Current public company boards: Accuray (ARAY), Iridex (IRIX) .
- Interlock note: RBOT director Fuad Ahmad served as CFO of Iridex (Nov 2020–Mar 2025) prior to joining RBOT’s board in June 2025; Huss serves on IRIX’s board—potential information flow interlock (not a related‑party transaction) .
| Company | Role | Committee Roles |
|---|---|---|
| Accuray (ARAY) | Director | Not specified in RBOT proxy |
| Iridex (IRIX) | Director | Audit member; Compensation Chair; Nominating & Governance member (effective Nov 7, 2024) |
| Ancora Heart | Director | Not specified (private company) |
Expertise & Qualifications
- Deep medtech operating experience (Guidant, multiple startups); proven commercial scaling and margin expansion in stents and endovascular businesses .
- Technology and product oversight; patents and R&D leadership background; Stanford Biodesign coach .
- Recognitions: University of Illinois College of Engineering Alumni Award (2013); 2024 Director to Watch .
Equity Ownership
| Metric | As of Apr 1, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Class A shares owned directly | 95,590 | 7,811 |
| RSUs vesting within 60 days | 10,273 | 159 |
| Options exercisable within 60 days | Not disclosed for Huss | Not disclosed for Huss |
| Total beneficial Class A | 105,863 | 7,970 |
| Class B shares | — | — |
| Ownership % of Class A | Less than 1% (per proxy notation “*”) | Less than 1% (per proxy notation “*”) |
Share counts reflect the June 12, 2024 1‑for‑30 reverse stock split applied to Class A shares, which affects comparability across years .
Governance Assessment
- Strengths
- Independent status; robust attendance; multi‑committee engagement (Audit, Compensation, Technology & Product) supports board effectiveness .
- Relevant medtech commercialization and R&D oversight experience aligns with RBOT’s technology and clinical roadmap .
- Re‑election with strong vote support in 2025 (14.3M For) suggests investor confidence .
- Watch items and potential red flags
- Time commitment risk: concurrent service on ARAY and IRIX boards plus RBOT committee load; monitor for overboarding thresholds and sustained attendance .
- RSU accelerated vesting payments in 2024 ($15,720.23 per non‑employee director) merit clarity on rationale; while common in director transitions, investors often scrutinize non‑performance accelerations .
- Technology & Product Committee chair disclosure changed from proxy (Huss chair) to 8‑K (Carr‑Brendel chair) within Q2 2025; ensure stable committee leadership and mandate clarity .
- Interlock: Overlap with Iridex (Huss as director; Ahmad as former CFO) is not a related‑party transaction but may create perception risks; maintain clear conflict management protocols .
Appendix: 2025 Annual Meeting Election Results (Selected)
| Nominee | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Beverly Huss | 14,302,055 | 430,909 | 1,788,342 |
Notes on Director Compensation Policy Mechanics
- Directors may elect equity in lieu of cash retainers each year; initial awards vest monthly over 36 months; annual awards vest monthly over 12 months; retainers paid quarterly in arrears and prorated for partial service .