David Ho

About David Ho

David Ho, age 72, has served as an independent director of Vicarious Surgical Inc. (RBOT) since the September 2021 business combination and previously served on the D8 Holdings board from April 2021 . He is the Clyde and Helen Wu Professor of Medicine at Columbia University Irving Medical Center (employed at Columbia since January 2020) and the Founding Scientific Director of the Aaron Diamond AIDS Research Center (ADARC), where he was CEO/director/professor from 1990 to December 2019 . Dr. Ho holds degrees from the California Institute of Technology and Harvard Medical School (Harvard-MIT Health Science and Technology program), has published over 450 papers, and is recognized for pioneering combination antiretroviral therapy .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under SEC/NYSE rules .
• Board/Committee activity: Board met 6 times in FY2024; board committees met 11 times; no director attended fewer than 75% of meetings .
• Committee assignments:
  • Compensation Committee: Chair (members: David Ho, Beverly Huss, Victoria Carr‑Brendel); met 7 times in FY2024 .
  • Nominating & Corporate Governance Committee: Chair (members: David Ho, Ric Fulop); met 0 times in FY2024; expected transition post‑2025 AGM with Joseph Doherty anticipated to serve as chair .
• Expected committee changes post‑2025 AGM: Audit committee chair to Fuad Ahmad; nominating chair to Joseph Doherty; compensation committee to include Joseph Doherty as member .

Fixed Compensation

Director retainer schedule (policy adopted Sep 2021; amended May 2022 and Jun 2023):

• Member of the Board: $40,000; Compensation Committee Chair: $14,250; Nominating & Corporate Governance Chair: $10,000; Audit Chair: $18,000; Audit Member: $6,300; Compensation Member: $5,500; Nominating Member: $4,650; Product & Technology Chair: $14,250; Member: $5,500 .

Notes:

• Directors may elect RSUs in lieu of cash retainers .
• In 2023, Dr. Ho elected to receive RSUs in lieu of cash .

Performance Compensation

Plan features affecting equity awards:

• No liberal share recycling; no discounted options/SARs; no repricing without stockholder approval .
• Restrictions on dividends/dividend equivalents prior to vesting .
• Director grant limit: aggregate grant date fair value capped at $750,000 per calendar year (higher in initial join year) .
• Corporate transaction provisions allow assumption/substitution/acceleration/cash‑out of awards .
• Clawback: Company may recover or cause forfeiture of stock rights if the Clawback Policy is triggered .

Other Directorships & Interlocks

Expertise & Qualifications

• Globally recognized physician‑scientist; extensive research leadership in HIV/AIDS and Covid‑19 .
• Prior board experience (D8 Holdings) and academic governance at Caltech, MIT, Harvard .
• Education: California Institute of Technology; Harvard Medical School (HST program) .

Equity Ownership

Governance Assessment

• Strengths: Independent director; chairs Compensation and Nominating committees; high engagement (Compensation met 7 times in FY2024; no director below 75% attendance) supporting oversight of pay and governance . Strong scientific and academic governance background enhances product and regulatory perspectives .
• Watch items:
  • Nominating & Governance Committee met 0 times in FY2024 despite chair role; investors may seek rationale and assurance of robust director recruitment/evaluation processes .
  • 2023 late Section 16 filing disclosed (administrative delay); 2024 proxy states timely filings for the year; low‑severity but worth monitoring for compliance discipline .
  • Prior SPAC sponsor nomination link ended Sept 2024; interlock no longer active but historically relevant to independence optics .
  • Accelerated vesting payment in 2024 ($15,720.23) for directors could be scrutinized for rationale and alignment; disclose as one‑time and across directors .

Overall, Ho’s independence, committee leadership, and scientific credentials support board effectiveness, though the zero meetings of the nominating committee in FY2024 and prior sponsor nomination linkage warrant investor attention to governance process rigor .

Director Compensation (Detail)

Committee Roles, Attendance, and Independence (Detail)

Related-Party Transactions & Policies

• Related‑party transactions policy: Audit committee reviews/approves only those determined fair and in Company’s best interests .
• SPAC Sponsor Director Nomination Agreement: Provided nomination rights to sponsor (initial nominees Ho and Tang); expired Sept 17, 2024 .
• Indemnification agreements: Standard indemnification and D&O insurance for directors .

Section 16/Insider Filings

Compensation Structure & Risk Indicators

• Policy features limiting risk: No option/SAR repricing without shareholder approval; no dividends on unvested awards; director grant cap; clawback applicable to stock rights .
• Red flags:
  • Nominating committee inactivity (0 meetings in FY2024) under Ho’s chairmanship .
  • Prior late Section 16 filing (2023) .
  • Historical sponsor nomination linkage (expired 2024) .

Say‑on‑Pay & Shareholder Feedback

• Voting results disclosure process: Preliminary/final results reported via 8‑K within four business days after the annual meeting; amended 8‑K if final results unavailable at initial filing .

Summary Implications for Investors

• Alignment: Time‑vested RSUs plus cash retainers; clawback and award safeguards align with shareholder interests .
• Oversight signal: Active leadership of compensation committee indicates engagement on pay matters; investors may ask for enhanced disclosure on nominating committee processes given zero meetings in FY2024 .
• Independence/conflict posture: Sponsor nomination rights have terminated; independence affirmed; no related‑party ties disclosed for Ho .