INTUITIVE SURGICAL INC
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
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Dec 31, 2024 · Filed Mar 14, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
INTUITIVE SURGICAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of Intuitive Surgical, Inc.:
We are pleased to provide notice of the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Intuitive Surgical, Inc. that will be held on Thursday, May 1, 2025, at 3:00 p.m. Pacific Daylight Time. The Annual Meeting will be held both in person and virtually online. You will be able to attend and participate in the Annual Meeting in person at 1020 Kifer Road, Sunnyvale, California 94086, or online by visiting and following the instructions posted atwww.virtualshareholdermeeting.com/ISRG2025, where you will be able to listen to the meeting live, submit questions, and vote.
Items of Business and Board Voting Recommendations
| Proposals · Board Vote Recommendation · Page Reference | |||
|---|---|---|---|
| 1 | To elect eleven members to the Board of Directors of the Company to serve until the 2026 Annual Meeting of Stockholders (Proposal No. 1). | “FOR” each of the nominees | 68 |
| 2 | To consider and approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (Proposal No. 2). | “FOR” | 69 |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 3). | “FOR” | 70 |
| 4 | To approve the amendment and restatement of the Amended and Restated 2010 Incentive Award Plan (Proposal No. 4). | “FOR” | 71 |
| 5 | To consider and vote upon a stockholder proposal purportedly “to improve the executive compensation program” (Proposal No. 5), if properly presented at the Annual Meeting. | “AGAINST” | 80 |
| 6 | To consider and vote upon a stockholder proposal that is titled “shareholder approval requirement for excessive golden parachutes” (Proposal No. 6), if properly presented at the Annual Meeting. | “AGAINST” | 83 |
And any other business that is properly brought before the Annual Meeting or any adjournments or postponements thereof.
Record Date
Only stockholders of record at the close of business on March 3, 2025, are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
Proxy Materials
We are pleased to continue to provide access to our proxy materials online instead of mailing printed documents. We believe that this process allows us to provide information regarding the Annual Meeting in a more timely manner, while reducing the environmental impact and the cost of our Annual Meeting. The Notice will be mailed to stockholders starting on or about March 18, 2025, and contains instructions on how to access our proxy materials online. The Notice also contains instructions on how to request a copy of our proxy materials, including the attached Proxy Statement, our 2024 Annual Report, and a form of proxy card or voting instruction card.
Attendance at the Annual Meeting in Person
To attend and participate in the Annual Meeting in person, you will need to present valid photo identification, such as a driver’s license or passport, and proof of stock ownership as of the record date. If your shares are held in the name of a bank, broker, or other holder of record, you should bring your bank or brokerage statement evidencing your beneficial ownership of Intuitive Surgical, Inc. stock to gain admission to the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of March 3, 2025. If you will attend the Annual Meeting in person, please check in at the reception desk at 1020 Kifer Road, Sunnyvale, California 94086 by 2:45 p.m. Pacific Daylight Time. Admission to the Annual Meeting in
person will be on a first-come, first-served basis. Late arrivals will not be permitted to attend the Annual Meeting in person. The use of cell phones, smartphones, recording and photographic equipment, and/or computers is not permitted in the meeting room at the Annual Meeting.
Your vote is important! Whether or not you are able to attend the Annual Meeting in person or virtually online, it is important that your shares be represented. Please vote as soon as possible.
On behalf of our Board of Directors, thank you for your participation in this important annual process.
| By order of the Board of Directors | ||
| Date: | March 14, 2025 | /s/ Gary S. Guthart, Ph.D. |
|---|---|---|
| Sunnyvale, California | Gary S. Guthart, Ph.D. | |
| Chief Executive Officer | ||
Please note that attendance at the Annual Meeting, whether in person or virtually online, will be limited to stockholders as of the record date, or their authorized representatives, and guests of Intuitive.
LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS
Dear Fellow Shareholders,
2024 was another year of strong growth, value creation, and leadership in advancing minimally invasive care for Intuitive. We made meaningful progress on our mission, while taking important steps to position the business for the future.
Financial Results Demonstrate Business Momentum
On behalf of the Board of Directors, I want to extend gratitude to our employees for their dedication and hard work, which enabled Intuitive to deliver $8.35 billion in full year revenue in 2024, an increase of 17% from the prior year. As a result of improved product margins, driven by our continued innovation and supply chain efficiencies, the team has increased our net income by 29% from 2023. We have also successfully expanded the reach and impact of our products and procedures, with da Vinci surgical system placements up 11% compared to 2023. More than 2.7 million procedures were performed by our customers using da Vinci and Ion systems in 2024, with more than 17 million total procedures performed to date.
These results were driven by continued execution against our strategic priorities:
Advancing innovation and patient care through successful launches of new platforms and regulatory clearances for new and expanded indication areas for current platforms;
Increasing adoption for focused procedure areas by country through training, commercial activities, and market access efforts;
Continuing to focus on quality and gross margin improvement in our global operations; and
Seeking to capitalize on opportunities for efficiency as we invest to meet the need for minimally invasive care at industrial scale.
Customer and Patient Focus
Since our founding, Intuitive has been dedicated to combining leading technology with clinical expertise to provide surgeons, hospitals, and healthcare systems with products and services that allow them to provide life-enhancing, minimally invasive care. We focus on what matters most to our customers and the patients they treat, by aligning our efforts to their goals as expressed by the Quintuple Aim, which is: seeking to deliver better patient outcomes and improving patient and care team experiences, while lowering treatment costs, reducing the duration of hospital admissions, and enabling expanded access to care.
This long-term commitment to meeting the needs of customers and patients informs our priorities. We focus on excellence in product innovation, quality and availability, and delivering a world-class customer experience through our ecosystem of training, data analytics, and other services and support. These efforts seek to advance what is possible in minimally invasive care and help customers reliably and repeatably deliver care in the most resource-efficient manner possible.
In 2024, we launched da Vinci 5, our most advanced and integrated surgical system to date. Da Vinci 5 is designed to enable better outcomes, improve operational efficiency, and leverage actionable insights, all of which can create new opportunities for clinical and economic value creation. It, and all other Intuitive products, are rigorously designed, tested, and validated to meet the highest patient safety standards. The Board of Directors is diligent in ensuring that these high standards are part of Intuitive’s culture and a key criteria for company success.
In further support of patient safety, we also continued the evolution of our Quality Management System (QMS) by further streamlining our management processes, enhancing our oversight tools, and empowering employees to be more effective and efficient. At the customer level, we continued to evolve and improve safety- and efficiency-related offerings, such as OnSite remote diagnostics, which enable real-time system evaluations and hourly proactive reviews to minimize service disruptions, and Genesis, a service that helps customers elevate their clinical and operational performance.
Aligned with our culture of continuous improvement, we continue to support rigorous, objective assessment of our products. A highlight among the 4,000 peer-reviewed articles published on Intuitive technologies in 2024 (more than 43,000 published to date), the Annals of Surgery published results from the COMPARE study (Comparing Perioperative Outcomes of Oncologic Minimally Invasive Laparoscopic, da Vinci Robotic, and Open Procedures)1. This meta
1 Ricciardi, Rocco MD, MPH*; Seshadri-Kreaden, Usha MSc†; Yankovsky, Ana MS†; Dahl, Douglas MD‡; Auchincloss, Hugh MD, MPH§; Patel, Neera M. MS†; Hebert, April E. PhD†; Wright, Valena MD∥. The COMPARE Study: Comparing Perioperative Outcomes of Oncologic Minimally Invasive Laparoscopic, Da Vinci Robotic, and Open Procedures: A Systematic Review and meta-analysis of The Evidence. Annals of Surgery ():10.1097/SLA.0000000000006572, October 22, 2024. | DOI: 10.1097/SLA.0000000000006572.
-analysis included 12 years of data across 22 countries and 230-peer-reviewed publications related to seven oncologic procedures performed using da Vinci robotic-assisted surgery, laparoscopic surgery, and open surgery. It demonstrated multiple benefits for da Vinci robotic-assisted surgery as compared to laparoscopy and open surgery, including shorter length of hospital stay, fewer complications, faster recovery, and fewer readmissions. We believe that it provides support for the differentiated outcomes and value that our products and services can deliver when compared to other surgical alternatives.
Future Priorities
While we celebrate a successful 2024, we are mindful that our work is never finished, and we rededicate ourselves to continuous improvements in safety, quality, and efficacy as we play a growing role in surgery across global healthcare systems.
Over the coming year, Intuitive will continue to invest in innovation and product development, ensuring product quality and optimizing manufacturing. Our teams will work on actions to improve gross margin over the medium term, increase productivity in our enabling functions as we scale, and prioritize efficient spending to free up capital to reinvest. We will continue to emphasize digital excellence through the launch of tools in key markets, along with feature and infrastructure updates.
On behalf of the Intuitive Board of Directors, thank you for your investment in our Company.
| Date: | March 14, 2025 | /s/ Craig H. Barratt, PhD |
|---|---|---|
| Sunnyvale, California | Craig H. Barratt, PhD | |
| Independent Chair of the Board of Directors | ||
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