Joseph Doherty
About Joseph Doherty
Independent director at Vicarious Surgical (RBOT) elected June 27, 2025; age 59 as of April 26, 2025. Former Olympus Surgical Technologies America President and long‑tenured Johnson & Johnson executive; currently CEO of Worcester City Campus Corporation, with board experience at Scapa Group (AIM) and Immertec. The board determined he is independent under NYSE/SEC rules. Tenure at RBOT commenced at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olympus Surgical Technologies America | President; roles of increasing responsibility | 2015–2019 | Led medical device subsidiary of Olympus Corporation of the Americas |
| Johnson & Johnson | Various roles culminating in VP, Integration & Transformation | ~24 years (dates not individually specified) | Large‑scale integration and transformation leadership |
| Scapa Healthcare | President | Jan 2019–Aug 2020 | Oversaw B2B med‑device/consumer wellness manufacturing |
| Scapa Group (AIM‑listed) | Director | Jan 2019–May 2020 | Board member of publicly traded group on LSE AIM |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Worcester City Campus Corporation (non‑profit) | CEO | Jan 2025–present | Supports University of Massachusetts |
| Saint John’s High School | Teacher | 2020–present | Education role |
| Immertec (private) | Director | Mar 2022–present | Immersive/interactive healthcare training software |
| Massachusetts Biomedical Initiative (MBI) | Director, BOLT initiative | 2021–2025 | Life science startup incubator program |
Board Governance
- Independence: RBOT board determined Doherty is independent under NYSE/SEC rules.
- Committees (post‑election plan): Board disclosed it expects Doherty to serve as member of the Compensation Committee and as chairperson of the Nominating & Corporate Governance Committee following the 2025 annual meeting.
- Attendance: In FY2024, the board met 6 times and committees met 11 times; no director attended fewer than 75% of meetings. (Doherty was not a director in FY2024.)
- Election and vote: Elected June 27, 2025; votes for/withheld: 14,726,764 / 6,200; broker non‑votes 1,788,342.
Fixed Compensation
RBOT’s amended non‑employee director compensation policy (effective June 27, 2025):
| Position | Annual Cash Retainer (USD) |
|---|---|
| Board Member | $40,000 |
| Chair of the Board (additional) | $35,000 |
| Audit Committee Chair / Member | $18,000 / $6,300 |
| Compensation Committee Chair / Member | $14,250 / $5,500 |
| Nominating & Corporate Governance Chair / Member | $10,000 / $4,650 |
| Technology & Product Committee Chair / Member | $14,250 / $5,500 |
- Payment quarterly in arrears; directors may elect equity in lieu of cash retainers.
- Policy explicitly added retainers for Technology & Product Committee and permits grants below headline values at Compensation Committee’s discretion.
Performance Compensation
- Initial equity upon board entry: Either RSUs or stock options with aggregate grant‑date fair value up to $301,800 (or a lesser amount at committee discretion); default vesting in equal monthly installments over 36 months.
- Subsequent annual awards: RSUs or stock options with aggregate value up to $145,000 (or lesser) each annual meeting; default vesting to the earlier of next annual meeting minus one day or one‑year anniversary.
- Clawback: Awards subject to company clawback policy.
- Dividends on unvested awards not paid; dividend equivalents only if and when awards vest.
Detailed vesting metrics (director awards are time‑based, not performance‑metric based):
| Award Type | Value Target | Vesting | Notes |
|---|---|---|---|
| Initial RSUs or Options | Up to $301,800 | Monthly over 36 months | Committee may grant less than headline amount; options valued by Black‑Scholes |
| Annual RSUs or Options | Up to $145,000 | Vests by next annual meeting (or one year) | Prorated if <6 months service before meeting |
Other Directorships & Interlocks
- Current U.S. public company boards: None disclosed (other than RBOT).
- Prior public company board: Scapa Group (AIM) 2019–2020.
- Shared directorships/interlocks with RBOT competitors/suppliers/customers: None disclosed.
Expertise & Qualifications
- Education: B.S. in Engineering, United States Military Academy at West Point; MBA, Nichols College.
- Domain expertise: Medical devices (Olympus, J&J, Scapa), integration/transformations, commercialization, B2B manufacturing leadership.
- Governance: Designated (expected) Nominating & Corporate Governance chair reflects governance focus.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership as of Apr 1, 2025 | 0 Class A, 0 Class B (not yet on board) |
| Initial equity grant on election | Form 4 shows award of 8,003 stock options on Jun 27, 2025 (exercise price $7.61); post‑transaction reported holdings: 8,003 options (derivative securities) |
| Form 3 filing | Initial statement of beneficial ownership filed Oct 2, 2025 (same date as Form 4 filing) |
| Vesting expectation | Initial director awards default to 36‑month monthly vesting unless otherwise specified; applies to options or RSUs per policy |
| Pledging/Hedging | No pledging disclosed; insider trading policy prohibits short sales and hedging via collars/derivatives; pre‑clearance required for trades by directors. |
Insider transactions (most recent):
| Filing Date | Transaction Date | Type | Security | Units | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025‑10‑02 | 2025‑06‑27 | A (Award) | Stock Option (right to buy) | 8,003 | $7.61 | 8,003 (options) |
Governance Assessment
-
Strengths
- Independent director with deep med‑tech operating background (Olympus, J&J, Scapa); adds commercialization and integration experience relevant to RBOT’s transition toward clinical trials/commercialization.
- Expected chair of Nominating & Corporate Governance and member of Compensation Committee enhances board oversight and governance cadence.
- Director pay is modest in cash with equity that vests over time; policy includes clawback and no dividends on unvested awards, aligning incentives with long‑term performance.
-
Watch items / potential risks
- New to RBOT’s board; limited attendance history and on‑the‑job governance track record at RBOT to evaluate yet.
- Initial ownership primarily in options (leverage to share price but may be out‑of‑the‑money if volatility persists); equity value can be adjusted down at committee discretion, potentially reducing alignment if grants are sized below policy headline figures.
- No related‑party transactions involving Doherty were disclosed; continue to monitor for any Immertec or other affiliations creating conflicts as RBOT advances partnerships or commercialization.
-
Signals for investor confidence
- Overwhelming shareholder support for his election (only 6,200 votes withheld) suggests no broad investor concerns at appointment.
- Clear delineation of director compensation structure and committee responsibilities improves transparency.
Related‑Party Transactions (Conflicts)
- Policy: Related‑person transactions (> $120k) reviewed by Audit Committee; approval only if fair and in the company’s best interests.
- Disclosures: No related‑party transactions disclosed involving Doherty.
Say‑on‑Pay & Shareholder Feedback
- 2025 meeting agenda did not include a say‑on‑pay proposal; stockholders approved the 2021 Plan amendment and auditor ratification.
Compensation Committee Analysis
- Composition: Expected Compensation Committee members include Doherty (member), Ho (chair), and Huss (member).
- Independence: Members qualify as independent under NYSE standards.
- Consultant conflicts: Not discussed in the cited materials for 2024/2025; no consultant disclosures noted. (no consultant referenced)
Employment & Contracts
- As a non‑employee director, no employment agreement; service governed by director compensation policy and equity plan terms (including clawback and change‑in‑control vesting terms for director awards).
Equity Compensation Plan & Limits
- Shareholder‑approved amendment (June 27, 2025) increased shares under the 2021 Plan by 311,046 and updated plan features; director grants capped by annual fair‑value limits.
Performance & Track Record
- RBOT performance during Doherty’s tenure cannot yet be assessed (elected June 27, 2025). Future review should track milestone progress (clinical initiation, regulatory) and compensation outcomes versus results.
Director Compensation (Reference Table for Policy)
| Component | Amount/Terms |
|---|---|
| Annual Cash Retainer (Board) | $40,000 |
| Committee Chair/Member Fees | Audit: $18,000 / $6,300; Comp: $14,250 / $5,500; N&CG: $10,000 / $4,650; Tech & Product: $14,250 / $5,500 |
| Initial Equity (RSUs or Options) | Up to $301,800 grant‑date fair value; default monthly vesting over 36 months |
| Annual Equity (RSUs or Options) | Up to $145,000 grant‑date fair value; default vesting by next annual meeting or one year |
| Equity in lieu of cash retainers | Permitted by election; fully‑vested shares each quarter equal to cash retainer value |
| Clawback/Dividends | Clawback applies; no dividends/dividend equivalents before vest |
RED FLAGS
- None disclosed on legal proceedings, SEC investigations, or related‑party transactions involving Doherty; continue monitoring new filings.
- Hedging prohibited; no pledging disclosed—maintain oversight of insider trading policy compliance.