Victoria Carr-Brendel

About Victoria Carr‑Brendel

Independent director of Vicarious Surgical Inc. (NYSE: RBOT) since January 2023; age 60; PhD in Microbiology & Immunology (University of Illinois at Chicago), MS in Microbiology (Iowa State University), BA in Biology (Monmouth College). Career spans >30 years in medical devices with R&D roots and 40+ patents, progressing through executive roles in product development and commercialization .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE/SEC rules .
• Committees and chair roles:
  • Audit Committee: Member; committee met 4× in FY2024. Post 2025 AGM, Ric Fulop retired and Fuad Ahmad expected as chair; Carr‑Brendel remains a member (and was re‑appointed following Donald Tang’s resignation on Sept 12, 2025) .
  • Compensation Committee: Member; chaired by David Ho; met 7× in FY2024 .
  • Technology & Product Committee: Established April 2025; RBOT disclosed on June 27, 2025 that Carr‑Brendel is chair, with Huss and Clark as members. (Proxy described initial formation in April with Huss as chair prior to the AGM; the June policy amendment confirms Carr‑Brendel’s chair role) .
• Attendance: No director attended fewer than 75% of board/committee meetings in FY2024; board met 6×, committees 11× in total .
• Board leadership: Joseph Doherty appointed Chairman on Sept 25, 2025 .

Fixed Compensation

2024 Director Compensation (cash and equity realized):

Current Non‑Employee Director Compensation Policy (amended/restated effective June 27, 2025):

• Annual cash retainers: Board member $40,000; Chair of Board $35,000 additional; Audit Chair $18,000; Audit member $6,300; Compensation Chair $14,250; Comp member $5,500; Nominating Chair $10,000; Nominating member $4,650; Product & Technology Chair $14,250; Product & Technology member $5,500 .
• Equity in lieu of cash: Directors may elect fully‑vested stock equal to cash retainer value at quarter‑end closing price .
• Initial equity awards for new directors: RSUs or options with grant‑date value $301,800 (or lesser amount at committee discretion); vest monthly over 36 months .
• Subsequent annual awards: RSUs or options with grant‑date value $145,000 (or lesser amount); vest by next AGM or 1‑year anniversary .
• Plan guardrails: No repricing without stockholder approval; no dividends paid prior to vesting; annual limit on non‑employee director grants ($750,000 aggregate grant‑date value, higher only in initial join year) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Deep R&D and product development leadership; proven commercialization and IP portfolio management; >40 patents; breadth across cochlear implants, structural heart and interventional radiology .
• Academic credentials aligned with life sciences and device innovation (PhD, MS, BA) .

Equity Ownership

Capital structure note: Class B shares carry 20 votes per share; as of April 28, 2025 RBOT had 5,278,175 Class A and 653,990 Class B shares outstanding .

Governance Assessment

Strengths

• Independent director with deep med‑tech domain expertise; chairs Technology & Product Committee, aligning oversight with technical development priorities .
• Active committee service (Audit, Compensation), supporting financial and pay oversight; board and committee attendance thresholds met .
• Shareholder‑friendly plan guardrails (no option repricing without approval; dividend restrictions; annual director grant caps) and formal clawback policy .

Risks / Red Flags

• Company‑level financial risk: RBOT disclosed “substantial doubt” about going concern absent additional funding; accumulated deficit of $195.9M and cash runway into Q1 2026, elevating capital/oversight demands on the board .
• Internal control weakness: Material weaknesses identified in FY2023–FY2024 (control environment, risk assessment, segregation of duties, IT controls), requiring remediation; board audit oversight remains critical .
• Leadership transitions: CFO change (appointment of Sarah Romano on March 13, 2025) indicates turnover in finance leadership, increasing continuity risk during control remediation and financing efforts .

Related‑Party / Conflicts

• RBOT maintains a formal related‑person transaction policy with audit committee review; no related‑party transactions disclosed involving Carr‑Brendel . Director nomination agreement with SPAC sponsor terminated Sep 17, 2024, reducing sponsor influence on board composition .

Engagement Signals

• Committee leadership and multi‑committee membership reflect high engagement; policy amendments added Product & Technology Committee retainers, formalizing role expectations and incentives for technical oversight .

Fixed Compensation (Detail)

Performance Compensation (Director)

Other Notes

• Committee activity FY2024: Audit (4 meetings), Compensation (7), Nominating (0) reflecting focus on financial reporting, pay, and governance; Technology & Product Committee formed April 2025 to enhance technical oversight .
• Voting structure: Class B carries 20 votes per share, concentrating voting power; board oversight should monitor alignment with minority shareholders .

Overall, Carr‑Brendel brings strong technical and operating expertise with active committee leadership. Investor confidence hinges on board progress remediating internal control weaknesses, navigating funding needs, and overseeing clinical/regulatory milestones, areas where her Technology & Product chair role is strategically important .