Randy Clark
About Randy Clark
Randy Clark is 50 and has served on the Vicarious Surgical Inc. (RBOT) board since April 25, 2025, following his transition from President to director on that date . He is Global VPGM of MCS (Measurement, Control, and Sample Identification) at Thermo Fisher Scientific since April 2025 . Clark previously served as RBOT’s President from January 2024 to April 2025 and earlier held senior roles at Flex Ltd. (Global President, Health Solutions, January 2022–January 2024) and Olympus Corporation of the Americas (2005–January 2022; ultimately President and board member) . He holds a BS in Business Administration (Drake), MBA (Colorado State University), and completed Harvard Business School’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vicarious Surgical Inc. | President | Jan 2024–Apr 2025 | Directed product development, operations, clinical regulatory, quality, and HR; established manufacturing partnerships, strengthened supply chain, realigned personnel and standardized workflows to position for growth . |
| Flex Ltd. (Nasdaq: FLEX) | Global President, Health Solutions | Jan 2022–Jan 2024 | Led global health solutions business; senior operating leadership in supply chain, manufacturing and design . |
| Olympus Corporation of the Americas | Various roles → President & board member | 2005–Jan 2022 | Advanced through commercial leadership culminating in President; sat on Americas board . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thermo Fisher Scientific (NYSE: TMO) | Global VPGM, MCS | Since Apr 2025 | Senior P&L and product leadership across measurement, control and sample identification . |
Board Governance
- Committee assignments: Member, Product and Technology Committee since April 21, 2025; chairperson is Dr. Victoria Carr‑Brendel; Beverly Huss also a member .
- Other committees: Not disclosed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in the proxy’s committee rosters for FY2024 and expected post‑meeting composition .
- Independence: RBOT identifies seven independent directors/director nominees (Fulop, Tang, Ahmad, Doherty, Carr‑Brendel, Ho, Huss); Clark is not listed as independent, reflecting his recent employee status .
- Attendance: RBOT held 6 board and 11 committee meetings in FY2024; no director attended fewer than 75% of applicable meetings; Clark was not a director in 2024 (joined April 25, 2025) .
- Election results: Elected June 27, 2025 with 14,719,241 “for,” 13,723 “withheld,” 1,788,342 broker non‑votes, indicating strong support .
- Indemnification: Will enter RBOT’s standard director indemnification agreement; no Item 404(a) related‑party transactions; no family relationships; appointment not pursuant to arrangements with other persons .
Fixed Compensation
| Category | Amount | Timing/Terms |
|---|---|---|
| President base salary (offer letter) | $500,000 | Initial annual base salary set Jan 18, 2024 . |
| 2024 salary paid (NEO disclosure) | $458,333 | FY2024 salary reported in Summary Compensation Table . |
| Non‑employee director cash retainer (Board member) | $40,000 | Annual; payable quarterly in arrears; RSU election allowed in lieu of cash . |
| Product & Technology Committee member retainer | $5,500 | Annual; payable quarterly in arrears . |
| Committee chair fees (if applicable) | $14,250 (Product & Technology chair) | Not applicable to Clark (chair is Carr‑Brendel) . |
- Notes: RBOT’s non‑employee director compensation policy provides an initial RSU grant with $301,800 grant date value vesting monthly over 36 months and an annual RSU with $145,000 grant date value vesting monthly over 12 months if the director has ≥6 months of service; as of June 27, 2025, the policy was amended to allow the Compensation Committee discretion to grant initial/annual equity awards with values less than the amounts set forth, and to add cash retainers for the Product Committee .
Performance Compensation
| Metric/Instrument | Target/Grant | Actual/Terms | Notes |
|---|---|---|---|
| Annual bonus (President) | 50% of base salary | $154,808 (FY2024 paid) | Determined by company and/or individual performance objectives (metrics not specified) . |
| Stock options (President) | 33,334 shares | $452,428 grant date fair value (FY2024) | Incentive stock option grant per offer letter; specific strike, vesting schedule not disclosed; company‑level weighted average option exercise price was $54.49 for options outstanding at 12/31/2024 (not specific to Clark) . |
| Director RSUs (policy eligibility) | $301,800 initial; $145,000 annual (prorated if <6 months) | Discretionary values allowed post‑June 27, 2025 | Eligibility under policy; actual 2025 awards to Clark not disclosed in filings . |
- Clawbacks, performance metric details for bonuses, and director meeting fees are not disclosed in available documents .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public co.) | — | — | No other current public company directorships disclosed for Clark . |
| Olympus Corporation of the Americas | Board member (regional subsidiary) | — | Not a disclosed RBOT related‑party transaction . |
| Thermo Fisher Scientific | Senior executive (Global VPGM, MCS) | — | Potential industry adjacency; RBOT states no transactions requiring Item 404(a) disclosure and confirms no arrangements leading to his appointment; conflict checks performed . |
Expertise & Qualifications
- 24 years in medical technology sector, including executive and board experience and prior service as RBOT President .
- Education: BS (Drake University), MBA (Colorado State University), Harvard Business School Advanced Management Program .
- Operated across product development, operations, clinical regulatory, quality, HR, and supply chain/manufacturing partnerships at RBOT .
Equity Ownership
| Item | Amount | % Outstanding | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 12,369 | <1% (indicated “*”) | As of April 1, 2025; beneficial ownership per SEC rules . |
| Class B shares beneficially owned | — | — | None disclosed . |
| Options/RSUs counted in beneficial ownership (≤60 days) | Not specified for Clark | — | Other executives show breakdown; Clark’s line lists only Class A shares; his incentive option exists but its ≤60‑day exercisability not indicated . |
| Shares pledged as collateral | None disclosed | — | No pledging disclosed; Section 16(a) reports timely . |
| Director ownership guidelines | Not disclosed | — | No disclosure of director ownership guidelines or compliance status in proxy . |
Governance Assessment
- Independence and potential conflicts: Clark is not classified as an independent director due to his recent executive role; however, RBOT affirms no related‑party transactions under Item 404(a), no appointment arrangements, and standard indemnification, mitigating conflict concerns on disclosed facts .
- Committee fit and oversight: Placement on the Product & Technology Committee aligns with his operational and product expertise; he is not on Audit or Compensation committees, reducing risk of undue influence over financial reporting or pay decisions .
- Shareholder support and engagement: Strong 2025 election vote suggests investor confidence; 2024 board/committee attendance standards were met by all directors (Clark not a director in 2024), indicating an engaged board culture .
- Compensation and alignment: As President, Clark’s pay included salary, a 50% target bonus and an option grant; as a director, cash/equity mix is governed by a policy that emphasizes RSUs with multi‑year vesting, though 2025 awards may be below policy maxima at committee discretion; he holds 12,369 Class A shares, demonstrating baseline alignment with shareholders .
- RED FLAGS: Non‑independence is the primary governance consideration; his senior role at Thermo Fisher introduces potential industry adjacency, but RBOT discloses no related‑party transactions with Clark and conducted conflict checks at appointment, partially addressing this risk .