DEF 14A of Intuitive Surgical Inc, Mar 14, 2025

DEF 14A of Intuitive Surgical Inc

Filed Mar 14, 2025 · FY20240001035267-25-000098

Open on EDGAR

  1. Nominees for Director

    Nominees for Director The names of the directors being nominated for election and their ages, as of March 3, 2025, are set forth below. The following biographies describe the principal occupations, positions, and directorships for at least the past five years of the nominees for director, as well as certain information regarding their individual experiences, qualifications, attributes, and skills that led the Board to conclude that they should serve on the Board. There are no family relationships among any of our director nominees or executive officers.

  2. Nominees for Director

    | Craig H. Barratt, Ph.D. | | | Independent Chair of the Board | | | | Dr. Craig Barratt brings to the Board over 30 years of executive experience with a proven track record of navigating significant shifts in the technology industry and managing complex transactions. He has spearheaded the innovation efforts at large technology corporations, leading the development of next-generation solutions, which enhances the Board’s oversight of the Company’s growth strategy and risk management related to emerging and digital technologies. Dr. Barratt further contributes to the Board a global perspective on innovation, product development, strategic planning, and business development. | | | Key Skills and Qualifications | | Director Since: 2011 | •Through his executive roles at Google and leading their Access platforms, Dr. Barratt developed expertise managing large-scale cloud solutions to drive service competitiveness and growth. Under his leadership, Google expanded its service accessibility, obtained critical regulatory approvals, and established robust data security and user trust governance frameworks. •Dr. Barratt has extensive experience leading international technology and supply chains, having led the development of Qualcomm Atheros’s cutting-edge connectivity and networking solutions and product innovation. •During his tenure as CEO of Atheros Communications, Dr. Barratt drove significant business growth in highly competitive markets and navigated complex financial transactions, positioning the company for a successful IPO and its subsequent $3.1 billion acquisition by Qualcomm. | | Chair Since: 2020 | | | Lead Independent Director: 2018-2020 | | | Age: 62 | | | Committees | | | •Governance and Nominating | | | Other Public Company Directorships | | | •Astera Labs (Nasdaq: ALAB) (since 2025) | | | •IONQ (NYSE: IONQ) (2021-2024) | | | | Career Highlights | | •Atheros (Nasdaq: ATHR) (2003-2011) | | | | •Intel Corporation (Nasdaq: INTC) – a global technology company ◦SVP and General Manager, Intel Connectivity Group (2019-2020) •Barefoot Networks – a computer networking company (acquired by Intel) ◦CEO (2017-2019) •Google (Nasdaq: GOOG) – a global technology company ◦SVP and CEO, Google Access (2014-2017) ◦VP (2013-2014) •Qualcomm (Nasdaq: QCOM) – a leading developer and innovator of advanced wireless technologies, products, and services ◦President, Qualcomm Atheros (2011-2013) •Atheros Communications (Nasdaq: ATHR) – a developer of semiconductor connectivity and networking chips (acquired by Qualcomm in 2011) ◦President and CEO (2003-2011) ◦VP, Technology (2002-2003) | | Education | | | •B.E., Electrical Engineering and B.S., Pure Mathematics and Physics, University of Sydney | | | •M.S. and Ph.D., Electrical Engineering, Stanford University | |

  3. Nominees for Director

    | Joseph C. Beery | | | Independent Director | | | | Joseph Beery is recognized for his expertise in strategic technology, cybersecurity, M&A integrations, and digital innovation. With nearly two decades in life sciences, he has led major R&D initiatives, driven by his passion for creating impact through health innovation. His experience building high-performing teams, best-in-class IT systems, and successful customer-focused growth strategies provides valuable insights to the Board’s oversight of corporate governance and strategy. | | | Key Skills and Qualifications | | | •Mr. Beery has gained experience in commercial scaling and M&A, having led several strategic transactions. He supported the U.S. Airways – America West Airlines merger, optimizing the company’s IT systems to unlock cost efficiencies of over $100 million. At Life Technologies, Mr. Beery led post-M&A integrations, including its merger with Thermo Fisher, where he unified legacy systems, managed a $950 million budget, and integrated a team of 3,300 employees. •As Chief Information Officer for four multibillion-dollar enterprises, Mr. Beery led global digital and IT programs, responsible for building and implementing technology infrastructure. At Life Technologies, he developed and launched an eCommerce platform that drove $2 billion in new annual sales. •At Thermo Fisher, Mr. Beery expanded cloud and loT capabilities across scientific platforms, developing deep expertise in optimizing processes and systems for scientific research and therapy development. •Following the post-merger establishment of Rady Children’s Health, Mr. Beery serves on the healthcare system’s expanded board, assisting with M&A processes and digital and technology initiatives. | | Director Since: 2020 | | | Age: 62 | | | Committees | | | •Governance and Nominating | | | Other Directorships | | | •Rady Children’s Institute for Genomic Medicine; Rady Children’s Hospital (since 2019) | | | •Rady Children’s Health (since 2024) | | | Education | | | •B.S., Business Administration and Business Computer Systems, University of New Mexico | | | | Career Highlights | | | •LunaPBC – a health research platform company ◦Chief Executive Officer (2021-2024) •Thermo Fisher Scientific (NYSE: TMO) – a global life sciences company ◦SVP, Chief Information Officer (2014-2019) •Life Technologies – a global biotech company (acquired by Thermo Fisher Scientific in 2014) ◦SVP, Chief Information Officer (2008-2014) •U.S. Airways – a leading U.S. airline company (merged with American Airlines in 2015) ◦SVP, Chief Information Officer (2005-2008) •America West Airlines – a U.S. airline company (merged with U.S. Airways in 2005) ◦SVP, Chief Information Officer (2000-2005) •Motorola Solutions (NYSE: MSI) – a global technology company ◦Regional Director, Information Technology, Semiconductor Products (1990-1995) |

  4. Nominees for Director

    | Lewis Chew | | | Independent Director | | | | Lewis Chew brings over 30 years of financial leadership across global organizations, technologies, and complex supply chains, providing the Board with deep insights and expertise into strategic business expansion and innovation leadership. Having served as Chief Financial Officer of two public companies and with his background as a former partner at a leading professional services firm, he supports the Board’s oversight of financial controls and reporting, capital allocation strategies, risk management, and M&A activities. | | | Mr. Chew is considered an “audit committee financial expert” as defined under applicable SEC rules. | | Director Since: 2024 | Key Skills and Qualifications | | | •Mr. Chew evaluated a wide array of strategic growth opportunities during his tenure as Chief Financial Officer of Dolby Laboratories that expanded the company’s portfolio of product offerings and their market presence. •As the CFO of National Semiconductor, Mr. Chew played a significant role in elevating their business operations to gain market leadership in key technologies and drive operating margin improvements. This eventually led to their acquisition by Texas Instruments, who sought to expand their market presence and capacity in areas where National Semiconductor excelled. •Having held senior financial leadership roles at two leading technology companies, Mr. Chew developed deep expertise in funding innovation initiatives, ensuring close alignment of financial strategy with business goals, assessing and managing risk, enabling digital transformation, building effective organizations and controls, and driving business models in support of shareholder value creation. •Mr. Chew has strong financial experience acquired through his experience as a Partner at KPMG, a leading global public accounting firm, where he oversaw financial audits and advised public companies on complex accounting and audit-related matters. | | Age: 62 | | | Committees | | | •Audit Committee, Chair | | | Other Public Company Directorships | | | •Arista Networks (NYSE: ANET) (since 2021) | | | •Cadence Design Systems (Nasdaq: CDNS) (since 2020) | | | Education | | | •B.Sc., Accounting, Santa Clara University | | | | Career Highlights | | | •Dolby Laboratories (NYSE: DLB) – a global leader in audio, visual and voice technologies ◦CFO (2012-2021) •National Semiconductor Corporation – a global leader in Analog semiconductors (acquired by Texas Instruments in 2011) ◦CFO (2001-2011) •KPMG – a global leader in audit, tax, and advisory services ◦Partner (1994-1997) |

  5. Nominees for Director

    | Gary S. Guthart, Ph.D. | | | Chief Executive Officer and Director | | | | Dr. Gary Guthart is a leader in the field of robotic-assisted minimally invasive surgery, bringing three decades of experience in healthcare, engineering, and executive leadership. Dr. Guthart has played a significant role in the development of Intuitive’s products, organization, and values that define the Company’s culture. During his tenure, Intuitive has launched numerous innovations and operational projects that have helped customers and enabled profitable growth for the Company. Dr. Guthart provides the Board with valuable insights into Intuitive’s strategic priorities, financial performance, core strengths, and business opportunities. | | | Key Skills and Qualifications | | Director Since: 2010 | •With extensive experience and leadership at Intuitive, Dr. Guthart has a deep understanding of healthcare economics, patient safety, and fostering a culture of quality to enhance clinical and patient outcomes. Under his leadership, the Company has adopted several key data analytics systems, quality, and safety initiatives. •Dr. Guthart led the strategic growth initiative that established Intuitive’s direct presence in Europe and Asia, strengthening Intuitive’s market position and enhancing its understanding of customer needs across key international markets. •With over a decade of experience in executive management and business strategy, Dr. Guthart has overseen acquisitions that deepen and expand the Company’s integrated platform and its manufacturing line. •Prior to joining Intuitive Surgical, he was part of the core team at SRI International, developing technologies that provided the foundation for the next generation of computer-enhanced surgery. | | Age: 59 | | | Committees: None | | | Other Public Company Directorships | | | •Illumina, Inc (Nasdaq: ILMN) (since 2017) | | | Education | | | •B.S., Engineering, University of California, Berkley | | | •M.S., Ph.D., Engineering Science, California Institute of Technology | | | | Career Highlights | | | •Intuitive (Nasdaq: ISRG) ◦CEO (Since 2010) ◦President and COO (2006-2010) ◦SVP, Product Operations (2002-2006) ◦VP, Engineering (1999 - 2002) ◦Control Systems Analyst (1996-1999) •SRI International (formerly Stanford Research Institute) – a nonprofit scientific research organization ◦Applied Mathematics Researcher (1992-1996) |

  6. Nominees for Director

    | Amal M. Johnson | | | Independent Director | | | | Amal Johnson has extensive operating experience in high-growth global technology companies, specializing in go-to-market strategies, the sales channel, and business transformation. With nearly four decades in the industry, she brings to the Board strong business acumen and expertise in delivering customer-centric and patient-focused technology solutions and services, supporting Intuitive’s market expansion and product innovation. | | | Key Skills and Qualifications | | | •Through her leadership experience with software companies, Ms. Johnson has acquired a deep expertise in SaaS and other emerging technology solutions, helping guide Intuitive’s growth and innovation in surgical systems, clinical workflows, and data-driven insights for better patient outcomes. •Ms. Johnson has played a pivotal role in driving market expansion and product innovation, and her leadership has been instrumental in shaping business strategies at MarketTools, which she positioned for a successful merger with CustomerSat, another productivity software company. •Ms. Johnson brings to the Board hands-on operational experience in software systems. In her roles as President for Baan Company and ASK Manufacturing Systems, she oversaw large teams to ensure operational systems were robust across all product stages, from development to sales. | | Director Since: 2010 | | | Age: 72 | | | Committees | | | •Compensation Committee, Chair | | | Other Public Company Directorships | | | •Essex Property Trust (NYSE: ESS) (since 2018) | | | Education | Career Highlights | | •B.A., Mathematics, Montclair State University | •MarketTools – a marketing software and services company ◦President and CEO (2005-2008) •Lightspeed Venture Partners – a global venture capital firm ◦General Partner (1999-2004) •Baan Company – a provider of enterprise business management software systems ◦President, Baan Americas (1994-1999) •ASK Manufacturing Systems – a manufacturing systems company ◦President (1993-1994) •International Business Machines Corporation (NYSE: IBM) – a global technology company ◦Various roles (1977-1993) | | •Graduate work, Computer Science, Stevens Institute of Technology, Graduate School of Engineering | |

  7. Nominees for Director

    | Sreelakshmi Kolli | | | Independent Director | | | | With over two decades of technical experience and executive leadership in the medical device industry, Sreelakshmi Kolli has deep expertise in applying technology to drive business growth and value creation strategies. In her current role, she leads software, data, enterprise, cloud, and infrastructure engineering at a medical device company, focusing on building digital capabilities and enhancing customer experiences. Her contributions to the Board include her expertise in cybersecurity and product security management as well as her experience in expanding technology, machine learning, and artificial intelligence capabilities. | | | Key Skills and Qualifications | | | •As Chief Product and Digital Officer at Align Technology, Ms. Kolli defines and drives the company’s digital strategy– from ideation and innovation to engineering, launch, and operations. With a strong focus on patient and customer needs, Ms. Kolli has developed deep expertise in delivering impactful digital solutions and interfaces. In her time at Align Technology, Ms. Kolli has gained valuable experience overseeing the entire product lifecycle, managing product, cybersecurity, product security, and professional marketing teams. •Ms. Kolli has gained global business transformation experience by leading the launch of a new platform at Align One, driving top-line growth, margin goals, and enhanced customer experience. As part of this large-scale change management initiative, she led a comprehensive training program to guide leadership and teams through the new capabilities. •Through her executive and board experience, Ms. Kolli has developed deep insights into the biomedical industry, identifying opportunities to drive data-driven innovation and transforming the patient and caregiver experience. She also has a background in identifying growth opportunities across the technology sector, having served on the CXO Advisory Council of Sequoia Capital and Greylock Partners, as well as advisory boards for Index Ventures, Google Cloud, Salesforce, and Palo Alto Networks. | | Director Since: 2023 | | | Age: 50 | | | Committees | | | •Audit | | | Other Public Company Directorships | | | •Zimmer Biomet (NYSE: ZBH) (since 2021) | | | Education | | | •B.S., Physics, Bharathidasan University | | | •M.S., Computer Applications, National Institute of Technology | | | •Stanford Executive Program, Stanford University Graduate School of Business | | | | Career Highlights | | | •Align Technology (Nasdaq: ALGN) – a global medical device company ◦EVP, Chief Product and Digital Officer (since 2023) ◦EVP, Chief Digital Officer (2020-2023) ◦SVP, Global IT (2012-2020) ◦Sr. Director, Business Operations (2007-2012) ◦Director, Global IT Operations (2005-2007) ◦Manager, Software Engineering (2003-2005) •Citadon – a software solutions provider ◦Technical lead (1999-2003) •Accenture (NYSE: ACN) – a technology services company ◦Application lead (1997-1999) |

  8. Nominees for Director

    | Amy L. Ladd, M.D. | | | Independent Director | | | | Dr. Amy Ladd is an accomplished researcher, physician, and surgeon with over three decades of experience as an orthopedic surgeon at Stanford University. Dr. Ladd brings valuable surgical and medical perspective to the Board, having had significant impact on the industry through her work and research. Dr. Ladd has also served on the Board of the American Academy of Orthopedic Surgeons and the Association of Bone and Joint Surgeons. | | | Key Skills and Qualifications | | | •Dr. Ladd has gained a deep understanding of surgical processes and musculoskeletal health through her extensive research in hand surgery, biomechanics, coordinated motion, and osteoarthritis. She has authored or co-authored more than 175 related articles, contributing to the development of new surgical systems and devices. •With 30 patents and trademarks for innovation, Dr. Ladd brings hands-on expertise in research and identifying marketable opportunities that benefit medical providers and patients. She assists companies with setting product strategies and managing the product development process from the clinical trial to commercialization. •Through her successful development of medical instruments, Dr. Ladd has a strong track record in navigating regulatory compliance for medical innovations and clinical trials, while upholding standards in patient care and safety. | | Director Since: 2019 | | | Age: 67 | | | Committees | | | •Compensation | | | Other Public Company Directorships | | | •Allakos (NASDAQ: ALLK) (Since 2022) | | | Education | | | •A.B., History, Dartmouth College | | | | Career Highlights | | •M.D., SUNY Upstate Medical University | •Stanford University Medical Center – a leading private hospital ◦Elsbach-Richards Professor of Surgery (since 2017) ◦Professor of Orthopedic Surgery and Professor of Medicine (Immunology & Rheumatology) (since 2003) ◦Chief of the Children’s Hand Clinic at Lucile Salter Packard Children’s Hospital at Stanford (since 1991) •Stanford University Medical Media Information Technologies – a division of Standard University focused on the intersection of healthcare, media, and technology ◦Head of Outreach Fellow (2001-2004) •Palo Alto VA Medical Center – one of the largest integrated veterans healthcare systems ◦Chief, Hand and Upper Extremity Section, Department of Surgery (1990-1998) •Brigham and Women’s Hospital – a world-class teaching hospital ◦Harvard Combined Hand Surgery Fellow (1989-1990) |

  9. Nominees for Director

    | Keith R. Leonard, Jr. | | | Independent Director | | | | Keith Leonard brings to the Board more than 25 years of operational and leadership experience in the pharmaceutical industry, with proven expertise in R&D and commercialization. With a successful track record in leading transformational financial transactions and creating significant shareholder value, he has spearheaded innovation efforts at both emerging and well-established biotechnology companies. His experience leading strategic planning and business development and expansion efforts provide key perspectives to the Board. | | | Key Skills and Qualifications | | | •Mr. Leonard has extensive experience in drug discovery, development, and commercialization. During his tenure at KYTHERA Biopharmaceuticals, he oversaw the development, approval, and launch of KYBELLA, positioning the company for a $2.1 billion acquisition by Allergan. •With previous executive roles in leading biopharmaceutical companies, Mr. Leonard brings expertise in global and strategic growth initiatives. As SVP and General Manager at Amgen Europe, he was responsible for overseeing the company’s commercial operations across 28 countries, achieving significant commercial growth in Europe and establishing the company as a market leader in anemia treatment. •Mr. Leonard has operational experience across multiple business areas, including sales and marketing, engineering, operations, IT, and finance. During his 13-year career at Amgen, he led the creation and establishment of their rheumatology business. As CEO of Unity Biotechnology, he oversaw the company’s day-to-day operations, expanding it from an early- stage drug development company. | | Director Since: 2016 | | | Age: 63 | | | Committees | | | •Audit | | | Other Public Company Directorships | | | •Unity Biotechnology, Inc. (Nasdaq: UBX) (since 2016) | | | •Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) (since 2021) | | | •Sienna Biopharmaceuticals (Nasdaq: SNNAQ) (2016-2019) | | | •Anacor Pharmaceuticals (Nasdaq: ANAC) (2014-2016) | | | Education | Career Highlights | | •B.S., Engineering, University of California, Los Angeles | •Unity Biotechnology (Nasdaq: UBX) – a biotechnology company ◦Chairman and CEO (2016-2020) •KYTHERA Biopharmaceuticals (Nasdaq: KYTH) – a biopharmaceutical company (acquired by Allergan in 2015) ◦Co-Founder, President and CEO (2005-2015) •Amgen (Nasdaq: AMGN) – a biotechnology company ◦SVP and General Manager, Amgen Europe (2001-2004) ◦VP, Rheumatology Business Unit (1999-2001) ◦Managing Director, European Logistics Center (1996-1998) ◦Head of Information Management, various leadership positions in sales, marketing, engineering, operations and finance (1991-1996) •Civil Engineer Corps (CEC), US Navy – the engineering division of the Navy ◦Lieutenant (1984-1991) | | •B.A., History, University of Maryland | | | •M.S., Mechanical Engineering, University of California, Berkeley | | | •M.B.A., Anderson School of Management, University of California, Los Angeles | |

  10. Nominees for Director

    | Jami Dover Nachtsheim | | | Independent Director | | | | With a distinguished career in the global technology industry, Jami Dover Nachtsheim brings extensive experience overseeing customer engagement, driving operational transformation, and leading market expansion, sales, and marketing strategies. Ms. Nachtsheim played a key role in transforming Intel into a widely recognized technology brand. Her insights into the evolving innovation landscape provides valuable perspective to the Board. | | | Key Skills and Qualifications | | | •At Intel, Ms. Nachtsheim led the company’s worldwide marketing efforts and expanded the Intel Inside® campaign from print to TV and radio, which helped transform the company into a globally recognized brand. •Ms. Nachtsheim has extensive global business and transformational strategy experience across the US, Europe, the Middle East, and Africa. As Director of Customer Service and Logistics for Intel in Europe, she oversaw customer engagement, sales and marketing efforts, IT, and warehousing, while building strategic customer relationships and enabling the expansion of the company’s presence in the region, which became Intel’s fastest-growing market at the time. •Through her various board directorships with public biotechnology companies, she has built experience in growing technology-driven companies to create shareholder value. | | Director Since: 2017 | | | Age: 66 | | | Committees | | | •Governance and Nominating | | | •Committee, Chair | | | Other Public Company Directorships | | | •Cerus Corporation (Nasdaq: CERS) (since 2019) | | | •Telesis Bio, Inc. (Nasdaq: TBIO) (2021-2024) | | | | Career Highlights | | •FEI Company (Nasdaq: FEIC) (2010-2016) | •Intel Corporation (Nasdaq: INTC) – a global technology company ◦Corporate VP, Sales and Marketing Group Director, Worldwide Marketing (1997-2000) ◦Director, Intel Inside (® Program (1994-1997) ◦Director, Customer Service and Logistics, Europe (1990-1994) ◦Manager of Operations, ASIC Division (1986-1990) | | •Affymetrix, Inc. (Nasdaq: AFFX) (2009-2016) | | | Education | | | •B.S., Business Management, Arizona State University | |

  11. Nominees for Director

    | Monica P. Reed, M.D. | | | Independent Director | | | | Dr. Monica Reed is an accomplished healthcare executive with a strong track record in addressing evolving clinical and healthcare needs. She brings to the Board business agility and expertise in leading operational strategies that engage physicians, patients, researchers, and healthcare providers. Dr. Reed is also recognized for implementing human capital management strategies that improve efficiency, foster innovation, and promote collaboration in clinical environments. | | | Key Skills and Qualifications | | | •As President and CEO of UChicago Medicine AdventHealth, Dr. Reed manages the expansion and delivery of care for communities across Illinois and the Great Lakes Region, with responsibilities for 4 hospitals and over 50 sites of care. •Previously, as Chief Medical Officer and a senior executive at a large health network, Dr. Reed has gained deep experience in strategic planning, operations, and organizational development. During her tenure as CEO of Celebration Health hospital, she oversaw the marketing and expansion strategy, managing $850 million in operating revenue. •Dr. Reed has overseen advanced minimally invasive and robotic surgery facilities. As CEO of AdventHealth Celebration, Dr. Reed managed 9,000 surgeries and established a multi-disciplinary Global Robotics Institute, along with an in-house ‘Innovation Unit’ to foster improvements and innovation within and beyond the organization. •During her tenure as Chief Learning Officer of AdventHealth, Dr. Reed oversaw employee and physician development programs across nine hospitals in Central Florida while improving efficiencies and integrating hospital and academic learning objectives within the organization. | | Director Since: 2021 | | | Age: 62 | | | Committees | | | •Compensation | | | Other Public Company Directorships | | | •Isleworth Healthcare Acquisition Corporation (Nasdaq: ISLE) (2021-2022) | | | Education | | | •M.S., Consulting and Coaching for Change, Said Business School, University of Oxford | | | •M.D., Medicine, Loma Linda University, School of Medicine | | | | Career Highlights | | •Obstetrics and Gynecology Residency, White Memorial Medical Center | | | | •UChicago Medicine AdventHealth – a Chicago-based healthcare network ◦President and CEO (since 2024) •Reed Consulting Group – a healthcare consulting company ◦Founder (since 2018) •AdventHealth – a non-profit healthcare network ◦Chief Learning Officer (2017-2018) ◦Senior Executive Officer, Care Innovation (2016-2017) ◦CEO, AdventHealth Celebration (2006-2016) ◦Chief Medical Officer, Central Florida Region (2001-2006) ◦Attending Physician, ObGyn (1990-1998) |

  12. Nominees for Director

    | David J. Rosa | | | President and Director | | | | Over his nearly 29-year tenure with Intuitive, David Rosa has held leadership roles across engineering, commercial operations, clinical and product development, marketing, and regulatory affairs, with more than a decade of service in executive leadership roles. In his current role, Mr. Rosa leads Intuitive’s core business and drives product and commercial excellence. Mr. Rosa provides the Board with valuable insights into Intuitive’s key business functions, including product quality, patient safety, regulatory compliance, manufacturing, and sales operations. | | | Key Skills and Qualifications | | | •With a background in engineering and innovation, Mr. Rosa has deep technological experience and holds multiple patents. He has contributed to the development of innovative procedural technologies, including trans-esophageal transducers. •As a seasoned technology executive, Mr. Rosa has a strong track record managing and leading business divisions and global teams. Mr. Rosa also leads Intuitive’s international ventures, serving as Chairman of the Board of Intuitive-Fosun, the joint-venture between Intuitive and Fosun Pharma based in Shanghai, China. •Through his executive and board roles, Mr. Rosa has extensive experience in medical device development, clinical operations, and R&D. He has served as Intuitive’s Chief Scientific Officer, Chief Commercial Officer, and Senior Vice President of Emerging Procedures and Technology, which equipped him with deep insights related to the product and procedure development and regulatory approvals process, compliance, and leading patient safety standards and practices. | | Director Since: 2024 | | | Age: 57 | | | Committees: None | | | Other Company Directorships | | | •Kardiam (since 2018) | | | Education | | | •B.S., Mechanical Engineering, California Polytechnic University, San Luis Obispo | | | •M.S., Mechanical Engineering, Stanford University | | | | Career Highlights | | | •Intuitive (Nasdaq: ISRG) ◦President (since 2023) ◦Chief Strategy and Growth Officer (2022-2023) ◦EVP, Chief Business Officer (2019-2022) ◦EVP, Chief Commercial Officer (2015-2019) ◦EVP, Chief Scientific Officer (2014-2015) ◦SVP, Emerging Procedures and Technology and SVP, Scientific Affairs (2011-2014) •Acuson Corporation – a provider of diagnostic medical ultrasound products ◦Mechanical Design Engineer (1989 – 1996) |

  13. Director Skills and Experience Matrix

    Director Skills and Experience Matrix Each of the Board’s nominees for Director possesses core competencies that contribute to their service on the Board. In addition to those qualifications, our nominees for Director collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives. The following table summarizes the key skills and significant experience of each Director nominee that the Board considered important in its decision to nominate or re-nominate that individual to the Board. Further details about each Director nominee’s experience and qualifications are set forth in their individual biographies.

  14. Director Skills and Experience Matrix

    | | | | | | Skills Central to Intuitive’s Strategy | | | Board Member | Core Competencies (1) | Information Services and Technology | Cybersecurity | Digital and Artificial Intelligence | Healthcare Experience | Robotics Experience | | Craig H. Barratt* | ü | ü | ü | ü | | | | Joseph C. Beery* | ü | ü | ü | ü | ü | | | Lewis Chew | ü | ü | | ü | | | | Gary S. Guthart, Ph.D.* | ü | ü | ü | | ü | ü | | Amal M. Johnson* | ü | ü | ü | ü | | | | Sreelakshmi Kolli | ü | ü | ü | ü | ü | | | Amy L. Ladd, M.D. | ü | ü | | | ü | | | Keith R. Leonard, Jr.* | ü | ü | ü | | ü | | | Jami Dover Nachtsheim | ü | ü | | | ü | | | Monica P. Reed, M.D.* | ü | | | | ü | ü | | David J. Rosa | ü | | | | ü | ü |

  15. Director Skills and Experience Matrix

    (1)Core Competencies include each of the following: public company, international, corporate governance, strategic planning, marketing, sales, business development, and senior leadership experience. *Denotes experience as a former or current Chief Executive Officer.

  16. Board Responsibilities and Corporate Governance Guidelines

    Board Responsibilities and Corporate Governance Guidelines The Board’s primary responsibility is to exercise their business judgment in the best interests of the Company and its stockholders. The Board selects the Chief Executive Officer (“CEO”) of the Company, monitors management’s and the Company’s performance, and provides advice and counsel to management. Among other things, the Board at least annually reviews the Company’s long-term strategy, long-term business plan, and annual budget for the Company. The Board also reviews and approves transactions in accordance with guidelines that the Board may adopt from time to time. In fulfilling the Board’s responsibilities, directors have full access to the Company’s management, external auditors, and outside advisors. With respect to the Board’s role in risk oversight of the Company, the Board discusses the Company’s risk exposures and risk management of various parts of the business, including appropriate guidelines and policies to minimize business risks and major financial risks and the steps management has undertaken to control them. The Board has also adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. These guidelines serve as a framework for, among other things, the composition and selection of members of the Board, director orientation and continuing education, responsibilities of directors, conduct of Board meetings, structure and conduct of Board committees, succession planning, and oversight of risk management. The Company’s Corporate Governance Guidelines are available on its website at www.intuitive.com.

  17. Board Leadership

    Board Leadership The Company is focused on its corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. Its commitment to independent oversight is demonstrated by the fact that all of its directors, except the CEO and President, are independent under the listing standards of the Nasdaq Stock Market. In addition, all of the members of the Board’s committees are independent under such standards. The Board acts independently of management and regularly holds independent director sessions of the Board without members of management present. Currently, Dr. Barratt is the Chair of the Board, and Dr. Guthart is the CEO as well as a member of the Board. The Board has determined that the separation of the roles of Chair of the Board and CEO is appropriate, as it allows the CEO to focus primarily on management responsibilities and corporate strategy, while allowing the Chair to focus on leadership of the Board, providing feedback and advice to the CEO, and providing a channel of communication between the Board members and the CEO. The Chair of the Board presides over all Board meetings and works with the CEO to develop agendas for Board meetings. The Chair advises the CEO and other members of senior management on business strategy and leadership development. He also works with the Board to drive decisions about particular strategies and policies and, in concert with the independent Board committees, facilitates a performance evaluation process of the Board.

  18. Board Committees

    Board Committees The Board has established an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. The Board and its committees set schedules to meet throughout the year and also can hold special meetings and act by written consent from time to time, as appropriate. The Board has delegated various responsibilities and authority to the Audit Committee, Compensation Committee, and Governance and Nominating Committee as described below. These committees regularly report on their activities and actions to the full Board. Each of these committees of the Board has a written charter approved by the Board, which is available on our website at www.intuitive.com. The Board from time to time may establish additional committees or subcommittees to address specific needs. During 2024, the Board held four meetings. Each incumbent director attended at least 75% of the aggregate of the total number of meetings of the Board held during the period for which he or she has been a director and the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served. The following table reflects the current membership of each Board committee:

  19. Board Committees

    | | | | Committee Membership | | | | Name | Independent | Other Public Company Directorships (#) | Audit Committee | Governance and Nominating Committee | Compensation Committee | | Craig H. Barratt, Ph.D. | ü | 1 | | ü | | | Joseph C. Beery | ü | — | | ü | | | Lewis Chew | ü | 2 | Chair | | | | Gary S. Guthart, Ph.D. | | 1 | | | | | Amal M. Johnson | ü | 1 | | | Chair | | Sreelakshmi Kolli | ü | 1 | ü | | | | Amy L. Ladd, M.D. | ü | 1 | | | ü | | Keith R. Leonard, Jr. | ü | 2 | ü | | | | Jami Dover Nachtsheim | ü | 1 | | Chair | | | Monica P. Reed, M.D. | ü | — | | | ü | | David J. Rosa | | — | | | | | Mark J. Rubash | ü | 1 | ü | | |

  20. Director Compensation Table

    Director Compensation Table The following Director Compensation Table sets forth summary information concerning the compensation paid to the Company’s non-employee directors for the year ended December 31, 2024, for services to the Company. For additional information on the compensation paid to Dr. Guthart and Mr. Rosa for their service as executive officers of the Company, see the “Compensation of Named Executive Officers—2024 Summary Compensation Table” below.

  21. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock Awards ($) (1) | Total ($) | | Craig H. Barratt, Ph.D. | 77,500 | 389,164 | 466,664 | | Joseph C. Beery | 79,167 | 275,736 | 354,903 | | Lewis Chew (2) | 63,333 | 275,736 | 339,069 | | Amal M. Johnson | 90,000 | 275,736 | 365,736 | | Don R. Kania, Ph.D. (3) | 30,000 | — | 30,000 | | Sreelakshmi Kolli | 78,333 | 275,736 | 354,069 | | Amy L. Ladd, M.D. | 80,000 | 275,736 | 355,736 | | Keith R. Leonard, Jr. | 82,500 | 275,736 | 358,236 | | Alan J. Levy, Ph.D. (4) | 28,333 | — | 28,333 | | Jami Dover Nachtsheim | 85,833 | 275,736 | 361,569 | | Monica P. Reed, M.D. | 80,000 | 275,736 | 355,736 | | Mark J. Rubash | 86,667 | 275,736 | 362,403 |

  22. Director Compensation Table

    (1)While the number of award shares granted to directors pursuant to the target equity compensation values are based on 60-day trading-day average closing prices, as noted above, the amounts in these columns represent the grant date fair value of RSUs granted to non-employee directors in 2024, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) and, accordingly, will not equal the target equity compensation values. Each non-employee director received one grant of RSUs in 2024, and the aggregate grant date fair value of the award is reflected in the table above. The grant date fair value of each award was $373.12 per share, which is equal to the closing price of the Company’s common stock on April 25, 2024 (the grant date). (2)Mr. Chew was elected to the Board effective April 25, 2024. (3)Dr. Kania retired from the Board on April 25, 2024. (4)Dr. Levy retired from the Board on April 25, 2024. The table below sets forth the aggregate number of shares of the Company’s common stock subject to options outstanding and exercisable as well as the number of outstanding RSUs held by non-employee directors as of December 31, 2024.

  23. Director Compensation Table

    | Name | Number of Shares of Common Stock Underlying Options Outstanding (1) | Number of Shares of Common Stock Subject to Outstanding RSUs | | Craig H. Barratt, Ph.D. | 23,640 | 1,043 | | Joseph C. Beery | 7,126 | 739 | | Lewis Chew | — | 739 | | Amal M. Johnson | 17,107 | 739 | | Sreelakshmi Kolli | 722 | 739 | | Amy L. Ladd, M.D. | 8,776 | 739 | | Keith R. Leonard, Jr. | 9,484 | 739 | | Jami Dover Nachtsheim | 17,107 | 739 | | Monica P. Reed, M.D. | 4,828 | 739 | | Mark J. Rubash | — | 739 |

  24. Director Compensation Table

    (1)All stock options are vested and exercisable.

  25. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Consistent with our business results, the Compensation Committee took the following actions with respect to the 2024 compensation of our NEOs: •Base Salary. Base salaries were increased in the range of approximately 3% to 17% for our NEOs, which is consistent with the broader company-wide approach to base pay changes. These base salary increases took into consideration the changes in responsibilities for each NEO, including any promotions, the competitive market for executive talent, Company performance, and the other factors described in the section entitled “Executive Compensation Elements” below. •Annual Performance-Based Cash Bonuses. The 2024 Corporate Incentive Program (the “CIP”), our annual performance-based cash incentive program, for our NEOs was funded at 113.6% and will be paid out in March 2025. The CIP was funded based on our actual level of achievement as measured against a pre-established adjusted operating income goal and pre-established strategic Company performance goals. See the section entitled “Annual Performance Based Cash Bonuses” below for a detailed discussion of the CIP. •Equity Awards. The Company maintains a performance equity award program to reward the creation of long-term value for the Company and more closely align executives with shareholder interests. Under the performance equity award program in 2024, executives, including the NEOs, were granted performance share unit awards (“PSUs”) as one-half of their equity mix (50%) with the remainder of their equity award value granted in the form of RSUs. The amount of each award was based on several factors, including managing the Company’s burn rate, reducing our equity overhang in the long run, maintaining our ability to compete for outstanding talent, maintaining our corporate compensation philosophies, and the NEO’s experience and performance. The change in equity mix in 2024, which eliminated grants in the form of stock options, was based on investor and employee feedback and aligned better with our corporate compensation philosophies described below.

  26. Pay for Performance

    Pay for Performance We believe our executive compensation program is closely aligned with stockholders’ interests. While base salary and an annual performance-based cash bonus opportunity incentivize the achievement of short-term goals, our equity awards in the form of RSUs are typically subject to a 4-year vesting requirement, while PSUs are typically subject to a 3-year cliff-vesting requirement and satisfaction of performance or market conditions. We rely on these long-term equity awards to attract, motivate, and retain an outstanding executive team and to ensure a strong connection between our executive compensation program and the long-term interests of our stockholders. Prior to 2024, our executive compensation program also included equity awards in the form of stock options, which were subject to either a 4-year or 3.5-year vesting requirement and a 7-year or 10-year term when granted. At this phase in our growth cycle, a majority of the annual total direct compensation of our executive officers is directly tied, through the use of RSUs and PSUs (and, prior to 2024, stock options), to the growth in the value of our common stock for long-term shareholder alignment. To illustrate this point, the following chart displays the historical relationship between the annual total direct compensation of our CEO and the changes in stockholder value as reflected by the percentage change in value of the market price of our common stock. Our CEO’s annual total direct compensation consisted of base salary earned, annual performance-based cash bonus earned, the grant date fair value of equity awards (including RSUs, stock options, and PSUs, as applicable) granted during the year, and all other compensation earned, as shown in the “2024 Summary Compensation Table” below. Our stock return is calculated based on the closing market price of our common stock on the date of the year end. The stock return is indexed to 2020, such that it represents the stock price percentage change over the 2020 year-end price of $272.70 per share, and our CEO’s annual total direct compensation is similarly indexed to his 2020 annual total direct compensation.

  27. Compensation Mix

    Compensation Mix We are focused on a total compensation program that directly links to performance. We provide competitive cash compensation through base salary, which is fixed pay, and cash performance incentives. Our equity compensation program provides for awards in the form of RSUs and PSUs (and, prior to 2024, stock options). We believe long-term equity awards are effective compensation elements for attracting innovative and passionate executives that reward stockholder value creation and for providing critical retention value for our executives. By ensuring that our executives have a significant portion of their potential compensation tied to long-term stock price performance, we are able to closely align the interest of our executives with the interests of our stockholders. As noted above, prior to 2024, our equity compensation program also provided for equity awards in the form of stock options. The Compensation Committee decided to eliminate stock options for all employees, including our executive officers, in part to better manage “overhang” in the long run while maintaining our corporate compensation philosophies. We define “overhang” as the shares subject to equity awards outstanding but not exercised, plus shares available to be granted (the “available shares”), divided by the total shares of common stock outstanding. The overhang measures the potential dilutive effect of outstanding equity awards and available shares. Also, the Compensation Committee’s decision was guided by the fact that RSUs had become the equity award preferred among the majority of our employees and is generally aligned with our industry’s practice. Additionally, we award PSUs to our executive officers, which continues to reinforce our performance-based culture in the absence of stock options, ensuring that their potential earnings remains directly linked to the Company’s performance over time. In 2024, the majority of the total target direct compensation (base salary, target annual bonus, and the grant date fair value of equity awards) of Dr. Guthart, our CEO, and our other NEOs is long-term equity-based compensation with a mix of 50% PSUs and 50% RSUs. Linking most of our NEOs’ total target direct compensation to long-term equity emphasizes variable pay, which is consistent with the Company’s pay-for-performance philosophy. The charts below illustrate the mix of our NEOs’ total target direct compensation.

  28. Role of Compensation Consultant

    Role of Compensation Consultant In 2024, the Compensation Committee directly retained the services of Aon to assist it in fulfilling its duties and responsibilities. Aon does not provide services to the Company or its management outside of the services provided to the Compensation Committee unless directed by the Compensation Committee. The Compensation Committee annually reviews the performance of Aon. As part of this annual review, the Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules and has concluded that the work that Aon performed for the Compensation Committee in 2024 has not raised any conflict of interest.

  29. Competitive Positioning

    Competitive Positioning While the Compensation Committee does not establish compensation levels based solely on a review of competitive market data, it believes that such data is a useful tool in its deliberations, as it recognizes that our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executives. Generally, the Compensation Committee reviews our executive compensation relative to our established competitive market (based on an analysis of the compensation policies and practices of a select group of peer companies) every year. The Compensation Committee uses the competitive market data provided by Aon, evaluating a range for each payment element between the 25th, 50th, and 75th percentiles of our peers based on the compensation peer group established by the Compensation Committee, and seeks to set policies that are aligned with the Company’s cost structure, are focused on performance, near and long term, and reward stock performance over time. This supports the objectives to attract, motivate, and retain talent at all levels in the company. Historically, the Company has placed less emphasis on cash and more on equity compensation in the pay mix to ensure alignment with long-term product cycles and strategy. As a reference point for our NEOs, the Compensation Committee targets the total direct compensation values, which includes base salary, target annual bonus, and the estimated grant date fair value of equity awards, between the 50th and 75th percentiles of our peers, based on the compensation peer group established by the Compensation Committee in consultation with Aon. The Compensation Committee engaged Aon to assist with reviewing our compensation peer group and assessing the competitiveness of our executive compensation program for 2024. In evaluating and determining whether to make changes to the compensation peer group, the Compensation Committee considered the following selection criteria, as of June 30, 2023: •Location of the Company (U.S.-based); •Ownership structure of the company (publicly-traded); •Company’s industry (medical device, medical supplies, life sciences tools, and services and technology); •Revenues (approximately 0.5x to 3x the Company’s last four quarters’ revenue); and •Market capitalization (approximately 0.3x to 4x the Company’s market capitalization). After considering the analysis performed by Aon, in July 2023, the Compensation Committee selected the following direct compensation peer group for use in 2024 (which was unchanged from 2023):

  30. Competitive Positioning

    | Adobe Inc. | DexCom, Inc. | ServiceNow, Inc. | | Agilent Technologies, Inc. | Edwards Lifesciences Corporation | Stryker Corporation | | Align Technology, Inc. | IDEXX Laboratories, Inc. | VMWare, Inc. | | Arista Networks Inc. | Illumina, Inc. | Workday, Inc. | | Becton, Dickinson and Company | Intuit Inc. | Zimmer Biomet Holdings, Inc. | | Block, Inc. (formerly ‘Square, Inc.’) | Mettler-Toledo International Inc. | | | Boston Scientific Corporation | ResMed Inc. | |

  31. Executive Compensation Elements

    | | Fixed | Variable Short-Term | Variable Long-Term (1) | | Other | | | Base Salary | Annual Performance-based Cash Bonus | RSUs | PSUs | Benefits | | | Attract, Reward, and Retain | | | | | | Primary Purpose | Provide competitive, fixed cash compensation | Provide focus on annual financial goals and motivate team performance | Create ownership and align with long-term stockholder interests and company performance | | Encourage wellness and financial savings | | Performance Measures | | Adjust operating income and strategic corporate objectives | | Relative TSR and procedure metrics (2) | | | Performance Period / Vesting Period | Ongoing: Annual review | 1-year performance period | 4-year vesting ratably | 3-year cliff vesting | Ongoing |

  32. Executive Compensation Elements

    (1)Beginning in 2024, we are no longer granting stock options as part of our executive compensation program, and 50% of our NEOs’ equity award mix consists of PSUs, and the remaining 50% consists of RSUs. However, all of our NEOs still hold unvested and outstanding stock options, which will continue to reward the creation of long-term value for the Company and align executives with shareholder interests. (2)Refer to the “Long-Term Incentive Compensation” subsection of the “Executive Compensation” section of the Proxy for a description of these performance measures.

  33. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses Under our CIP, we use annual performance-based cash bonuses to motivate and reward our executive officers, including our NEOs, to achieve or exceed our short-term financial and operational objectives while making progress towards our long-term growth and other goals. Consistent with our executive compensation philosophy, these annual performance-based cash bonuses constitute a smaller portion of the target total direct compensation opportunity of our executive officers than their long-term equity awards. At the end of each year, the Compensation Committee determines the amount of the bonus award to be paid to each executive officer by comparing our actual results to the performance goals established for the year. The Compensation Committee may, in its discretion, reduce or increase the amount of any individual award based on an executive officer’s overall performance and respective contribution to the achievement of our performance goals.

  34. Target Annual Cash Bonus Opportunities

    Target Annual Cash Bonus Opportunities Given our emphasis on long-term stockholder value creation over annual operating results, while the target annual cash bonus opportunities for which our executive officers are eligible under the CIP are aligned with the competitive market, the maximum annual cash bonus opportunities are relatively low compared to the competitive market. In April 2024, the target and maximum annual cash bonus opportunities (expressed as a percentage of base salary) under the CIP for our NEOs were as follows:

  35. Target Annual Cash Bonus Opportunities

    | Named Executive Officer | Target Annual Cash Bonus Opportunity (as a percentage of base salary) | Maximum Annual Cash Bonus Opportunity (as a percentage of base salary) (1) | | Gary S. Guthart, Ph.D. | 150% | 187.5% | | Jamie E. Samath | 65% | 81.25% | | David J. Rosa | 120% | 150% | | Henry L. Charlton | 65% | 81.25% | | Brian E. Miller, Ph.D. | 100% | 125% |

  36. Target Annual Cash Bonus Opportunities

    (1)The maximum annual cash bonus opportunity (as a percentage of base salary) is calculated at 125% of the percentages of the target annual cash bonus opportunity set forth above; however, the Compensation Committee may award higher amounts based on individual performance. In January 2025, the target and maximum annual cash bonus opportunities for 2025 (expressed as a percentage of base salary) under the CIP were changed for certain NEOs as follows: for Messrs. Samath and Charlton, the target was set to 100% and the maximum was set to 125%; and for Mr. Rosa, the target was set to 125% and the maximum was set to 156.25%.

  37. Annual Cash Bonus Plan Formula and Funding

    Annual Cash Bonus Plan Formula and Funding For 2024, the CIP for each executive officer, including our NEOs, was designed to be funded through an incentive pool based on our achievement of an adjusted operating income (“AOI”) goal, as set forth in our annual operating plan, and several pre-established strategic Company performance objectives (the “Company Performance Goals”). The amount of the incentive pool that is paid out as annual cash bonuses for each executive officer was determined by an equal weighting of achievement of the AOI goal (50%) and aggregate achievement of the Company Performance Goals (50%). “AOI” is an operational metric used for the purposes of measuring the CIP payout and is defined as operating income, excluding CIP expense, share-based compensation and long-term incentive plan expenses, non-cash amortization of intangible assets, litigation charges, gain on a sale of a business, contributions to the Intuitive Foundation, and other adjustments, primarily related to inventory cost accounting and operating expense hedging. The Company Performance Goals are established at the corporate level by the executive team and Dr. Guthart and then reviewed and approved by our Board annually at the beginning of the year. For 2024, the Company Performance Goals fell into five categories: Support Our Customers; Innovation; Operational Excellence; Quality; and Financial. Given their relationship to our annual operating plan and business strategy and because the Company Performance Goals and their specific target levels are highly confidential, we do not publicly disclose them. We believe their disclosure would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies that could cause us substantial competitive harm. The Company Performance Goals are designed to focus on the short-term objectives that we believe ultimately drive the long-term success of the Company. There is a risk that payments with respect to any specific goal will not be made at all or will be made at less than 100% of the target level. The achievement of the goals may be affected by several factors including, but not limited to, the impact of changes in healthcare legislation and policy, global and regional conditions, credit markets and the related impact on healthcare spending, timing and success of product development and market acceptance of developed products, changes in trade agreements and/or tariffs imposed on cross-border commerce, and regulatory approvals, clearances, and restrictions. Because several of these factors are not entirely within the control of our executives and given the “stretch” nature of the goal-setting process, we believe that it would be relatively difficult to fully achieve the Company Performance Goals in any year. The challenge of the goals and uncertainty in the environment ensures that any payments under the CIP are truly performance-based, which is consistent with the plan’s objectives. The following table outlines the 2024 CIP incentive pool funding level that would be attained based on the AOI goal and the Company Performance Goals at the threshold (0%), target (100%), and maximum (125%) achievement levels. Where achievement is obtained between any two levels, the CIP funding level is determined using linear interpolation.

  38. Annual Cash Bonus Plan Formula and Funding

    | | | CIP Funding Level | | | | CIP Goal | Performance Weighting (%) | Threshold (0%) (1) | Target (100%) | Maximum (125%) | | AOI Achievement Amount Required (in $ billions) | 50% | $2.601 | $2.928 | $3.225 | | Aggregate Percent Achievement of Company Performance Goals Required | 50% | —% | 100% | 125% |

  39. Annual Cash Bonus Plan Formula and Funding

    (1)If the AOI threshold is not achieved, the incentive pool for our NEOs will not be funded, and our NEOs will not be eligible to receive any bonus under the CIP. If the incentive pool is funded, there is no threshold for the Company Performance Goals achievement, and the funding level will be based on actual Company Performance Goals achievement with a maximum payout of 125%.

  40. 2024 Bonus Decisions

    2024 Bonus Decisions Based on our 2024 performance outlined below, the CIP was funded at 113.6% of the target level for our NEOs. The annual cash bonus payments made to our other NEOs were approved by the Compensation Committee or, in the case of Dr. Guthart, ratified by the independent members of the Board. The 2024 annual cash bonus payment amounts for our NEOs are set forth in the “2024 Summary Compensation Table.”

  41. 2024 Bonus Decisions

    | | Performance Weighting (%) | Actual Achievement | CIP Funding Level Achieved | | Actual AOI Achievement (in $ billions) | 50% | $3.228 | 125.0% | | Actual Company Performance Goals Achievement | 50% | 102.1% | 102.1% | | Actual CIP Funding | | | 113.6% |

  42. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation consists of equity awards in the form of RSUs and PSUs. Prior to 2024, equity awards in the form of stock options were also granted. We grant these equity awards to ensure that our executive officers, including our NEOs, have a continuing stake in our long-term success. The Compensation Committee believes that these types of equity awards best meet our overall goals of alignment with long-term performance, stockholder value creation, and retention of our executive officers. The Compensation Committee also believes that the granting of equity awards with multi-year performance or service vesting requirements creates a substantial retention incentive and encourages our executive officers to focus on our long-term business objectives and driving long-term stock price performance. We further believe using this equity incentive compensation mix rewards each executive officer for their contributions to the future success of the Company and incentivizes them to work towards the Company’s long-term critical performance goals, including through the use of stretch company-based goals with respect to the PSUs. For 2024, executives, including the named executive officers, were generally granted PSUs as one-half of their equity mix, with the remainder of their equity award value granted in the form of RSUs. RSUs and PSUs are generally granted once per year in February, other than in connection with new hires and promotions. The RSUs vest 25% annually over a four-year period, while the PSUs are eligible to vest as 0-125% of the target number of PSUs after a three-year period based on the achievement of the applicable performance objectives. Stock option awards were generally granted bi-annually in February and August, other than in connection with new hires and promotions. For currently outstanding unvested stock options, the February stock option grants vest 1/8 upon completion of six months of service and 1/48 per month thereafter, through a four-year period, while the August stock option grants vest 7/48 upon completion of one month of service and 1/48 per month thereafter, through a 3.5-year period. Individual grant awards are determined by the Compensation Committee after considering various factors, including a competitive market analysis prepared by our compensation consultant, the current value of our common stock, the overall available stock pool under our active equity plans, and the individual performance of each NEO. The Compensation Committee also considers Dr. Guthart’s recommendations for the other NEOs when approving equity awards. The Compensation Committee determines and presents its equity award recommendation for Dr. Guthart to the independent members of the Board for their ratification. Beginning in 2022, the Compensation Committee implemented a performance equity award program in the form of PSUs to reward the creation of long-term value for the Company and more closely align executives with shareholder interests. As of December 31, 2024, we had three types of active PSUs: the 2024 PSUs, the 2023 PSUs, and the 2022 PSUs. All active PSUs are eligible to be earned over an approximately three-year performance period based on actual performance as determined by the Compensation Committee and continued service. The PSUs generally vest on the three-year anniversary of the grant date, subject to continued service through such date. The PSUs have an overall payout range of 75% of target to 125% of target, as determined by the Compensation Committee. For the 2024 PSU program (granted in 2024), one-third of the PSUs are eligible to be earned based on the Company’s total shareholder return (“TSR”) relative to the Standard & Poor’s Healthcare Equipment Select Index (the “Peer Group Index”) over the performance period, while the remaining two-thirds of the PSUs are eligible to be earned based on the achievement of specified da Vinci and Ion procedure growth targets based on multi-year periods within the overall performance period. For each metric, no shares will be earned if the actual performance is below the threshold attainment level. We believe that the design of our PSU programs provides a strong long-term focus on both operational and stock-based performance of the Company. The below table outlines the metrics by which the 2024 PSUs are eligible to be earned as well as the earned/vested PSU payout achievement factor for the achievement of threshold, target, or maximum performance.

  43. Long-Term Incentive Compensation

    | | | % Earned/Vested | | | | 2024 PSU Program Metrics | Weighting | Threshold | Target | Maximum | | 2023 vs. 2025 Procedure Count Growth (1) | 33.3% | 75% | 100% | 125% | | 2023 vs. 2026 Procedure Count Growth (2) | 33.3% | 75% | 100% | 125% | | Relative TSR (3) | 33.3% | 75% | 100% | 125% |

  44. Long-Term Incentive Compensation

    (1)Calculated as the combined da Vinci and Ion procedure count for the year ended December 31, 2025, less the combined da Vinci and Ion procedure count for the year ended December 31, 2023. (2)Calculated as the combined da Vinci and Ion procedure count for the year ended December 31, 2026, less the combined da Vinci and Ion procedure count for the year ended December 31, 2023. (3)Calculated as the Company’s TSR relative to the TSR of companies within the Peer Group Index. The relative TSR will be determined by ranking the Company and the Peer Group Index companies from highest to lowest according to their respective TSRs. The Company’s threshold, target, and maximum relative TSR performance metrics, based on the average closing trading price during the 20 consecutive trading days beginning on February 26, 2024, and ending on February 19, 2027, as applicable, relative to the Peer Group Index companies, have been set as the 25th, 50th, and greater than or equal to the 75th percentiles, respectively. If the Company’s TSR is negative for the performance period, the achievement factor for the relative TSR component of the PSU award is capped at 100%.

  45. PSU Performance

    PSU Performance For the 2022 PSU program (granted in 2022), as of February 21, 2025, the performance periods have been completed. Previously, the Company achieved year-over-year da Vinci procedure growth for 2023 versus 2022 of 21.9%, which exceeded the maximum attainment level, resulting in one-third of the 2022 PSUs being attained at the maximum level. In 2024, the Company achieved a two-year compound annual da Vinci procedure growth rate (for 2023 and 2024) versus 2022 of 19.6%, which exceeded the maximum attainment level, resulting in one-third of the 2022 PSUs being attained at the maximum level. Finally, the Company achieved a relative TSR at the 93rd percentile, which exceeded the maximum attainment level of greater than or equal to the 75th percentile, resulting in one-third of the 2022 PSUs being attained at the maximum level. The overall final attainment level for the 2022 PSU program was 125%. For the 2023 PSU program (granted in 2023), the Company achieved procedure count growth (combined da Vinci and Ion procedure count for the year ended December 31, 2024, less the combined da Vinci and Ion procedure count for the year ended December 31, 2022) of approximately 880,600 procedures, which exceeded the maximum attainment level, resulting in one-third of the 2023 PSUs being attained at the maximum level. Given the relationship of procedure counts to our annual operating plan and business strategy and because the Company’s performance goals and their specific target levels are highly confidential, we do not publicly disclose them. We believe their disclosure would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies that could cause us substantial competitive harm.

  46. Equity Award Grants

    Equity Award Grants In 2025, the Compensation Committee authorized the following equity awards for our NEOs:

  47. Equity Award Grants

    | | Shares of Company Common Stock Underlying RSUs Granted | | | Shares of Company Common Stock Subject to Options Granted | | | Target Shares of Company Common Stock Subject to PSUs Granted | | | | Named Executive Officer | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Gary S. Guthart, Ph.D. | 13,732 | 19,841 | 10,534 | — | — | 31,602 | 13,732 | 19,841 | 21,069 | | Jamie E. Samath | 5,951 | 7,631 | 4,310 | — | — | 12,928 | 5,951 | 7,631 | 8,619 | | David J. Rosa (1) | 9,155 | 15,263 | 11,179 | — | — | 33,535 | 9,155 | 15,263 | 56,205 | | Henry L. Charlton | 4,120 | 6,868 | 4,310 | — | — | 12,928 | 4,120 | 6,868 | 8,619 | | Brian E. Miller, Ph.D. (2) | 2,746 | 6,487 | N/A | — | — | N/A | 2,746 | 6,487 | N/A |

  48. Equity Award Grants

    (1) The equity awards granted to Mr. Rosa in 2023 include additional equity grants of RSUs, stock options, and PSUs on June 10, 2023, in connection with his promotion to President of the Company in May 2023. (2) The equity awards granted to Dr. Miller in 2023 are not included, as Dr. Miller was not an NEO in 2023. The terms of the 2025 PSUs granted to our NEOs are similar to the terms of the 2024 PSU Program described below, except that the Company’s Relative TSR metric has been replaced with a Relative Adjusted Operating Margin Percentage metric. The Compensation Committee made this change, after gaining valuable insight from shareholders as part of our ongoing engagement process, with the intention to incentivize management to drive strong execution performance that balances growth and profitability.

  49. NEO Equity Award Grants as a Percentage of Total Equity Award Grants

    NEO Equity Award Grants as a Percentage of Total Equity Award Grants Equity is an important part of our compensation package to employees company-wide and allows us to attract and retain critical talent in a very competitive labor market. The total equity awards granted to our NEOs remain at a small percentage relative to the total equity awards granted to our employees company-wide for the last ten years. For 2015 through 2024, the percentage of NEO equity award grants relative to total equity award grants were as follows:

  50. Equity Award Grant Policies

    Equity Award Grant Policies The Compensation Committee reviews and approves annual equity award grants to our executive officers, including our NEOs, and Dr. Guthart’s equity award is ratified by the independent members of the full Board. From 2020 to 2023, RSUs and PSUs were granted on the last trading day of February each year. Beginning in 2024, the grant date of RSUs and PSUs changed to be on February 26 of each year. The number of RSUs granted is determined by taking the target grant value and dividing by the 60 trading-day average closing price of the Company’s common stock reported by Nasdaq through the last trading day of the month prior to the date of grant. Prior to 2024, the Company granted stock options to our executive officers. From 2020 to 2022, these stock options were granted bi-annually on the last business day of February and on the same date in August or, if that date was not a business day, the next business day. In 2023, the Company changed the timing of these stock option grants to the last trading day of February and August 10 or, if that date was not a trading day, the next trading day. We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Initial equity award grants are consistently granted on the tenth day of the month. Proximity of any awards to an earnings announcement or other market events is coincidental.

  51. Post-Employment Compensation

    Post-Employment Compensation Our Board has adopted a change-in-control plan (the “Change-in-Control Plan”). Under the Change-in-Control Plan, all eligible employees of the Company who have been employed at least six months prior to the date of their separation from service, including our NEOs, are eligible to receive certain payments and benefits in the event of a termination of employment without cause or an involuntary separation from service within 12 months after a change in control of the Company. We believe the Change-in-Control Plan is beneficial to our stockholders, because it minimizes the uncertainty presented to our valuable workforce in the case of a change in control of the Company. In addition, we provide the Change-in-Control Plan to encourage our employees to work at a dynamic and rapidly growing business where their long-term compensation largely depends on future stock price appreciation. In the case of our executives, the Change-in-Control Plan is intended to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company, particularly when the services of the executives may not be required by the acquiring entity. In such a situation, we believe that these protections are necessary to encourage retention of the executives through the conclusion of the transaction and to ensure a smooth management transition. The payments and benefits provided under the Change-in-Control Plan have been designed to provide our eligible employees, including our NEOs, with consistent treatment that is competitive with current market practices. A description of the terms and conditions of the Change-in-Control Plan, as well as information about the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2024, are set forth in “Potential Payments Upon Termination or Change in Control” below.

  52. Policy for Recovery of Erroneously Awarded Compensation

    Policy for Recovery of Erroneously Awarded Compensation Our Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) is intended to comply with SEC and Nasdaq listing standards and maintain a culture of focused, diligent, and responsible management that discourages conduct detrimental to the growth of the Company. Accordingly, as set forth in the Policy, the Company is required to recover certain erroneously paid incentive-based compensation, including cash incentive or performance-vesting equity compensation, of its current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement. The policy provides that such erroneously paid incentive-based compensation may also be recovered from other compensation payable by the Company (including any awards, whether time- or performance-vesting). In addition, our 2010 Plan provides for the ability of the administrator to provide, in the terms of awards or by separate agreement, for recovery of any awards (whether time- or performance-vesting) granted thereunder, including any proceeds or gains received in respect thereof, in the event of certain terminations of the holder for “cause” or to otherwise comply with any clawback policy adopted by the Company.

  53. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

  54. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2024, and we have not agreed and are not otherwise obligated to provide any executive officer, including any NEO, with such a “gross-up” or other reimbursement.

  55. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow ASC 718 for our share-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based compensation awards made to employees and directors, including RSUs, PSUs, and stock options based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

  56. COMPENSATION RISK CONSIDERATIONS

    COMPENSATION RISK CONSIDERATIONS The Compensation Committee considers, in establishing and reviewing our employee compensation programs, whether each of these programs encourages unnecessary or excessive risk taking. The Company, after reviewing and discussing the compensation programs with the Compensation and Audit Committees of our Board, believes that the programs are balanced and do not motivate or encourage unnecessary or excessive risk taking because of, in part, the following: •Base salaries are fixed in amount and, thus, do not encourage risk taking. •While annual performance-based awards focus on achievement of short-term goals, and short-term goals may encourage the taking of short-term risks at the expense of long-term results, the Company’s performance-based award programs represent a reasonable portion of employees’ target total direct compensation opportunities. Performance-based awards are based on various departmental and Company-wide metrics; funding for the awards is capped at the Company level, and the distribution of the funds to executive officers and other employees is at the discretion of the Compensation Committee. •Long-term equity awards are important to help further align employees’ interests with those of our stockholders. The ultimate value of the awards is tied to the Company’s stock price and, since awards are staggered and subject to long-term vesting schedules, they help ensure our executive officers have significant value tied to our long-term stock price performance. As described above in the Compensation Discussion and Analysis, we have established procedures related to the timing and approval of equity awards. Beginning in 2022, the Compensation Committee approved the implementation of a performance equity award program in which executives, including the named executive officers, were granted PSUs as a portion of their equity mix for the year. The PSUs provide a strong long-term focus on both operational and stock-based performance of the Company without encouraging significant risk-taking in order to achieve such performance goals. Because of the above, we believe that our employee compensation programs appropriately balance risk and the desire to focus employees on specific short-term goals important to the Company’s success.

  57. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following Summary Compensation Table sets forth summary information concerning the compensation provided to our NEOs in the years ended December 31, 2024, 2023, and 2022, for services to our Company in all capacities.

  58. 2024 Summary Compensation Table

    | Name and Principal Position During 2024 | Year | Salary ($) | Stock Awards ($) (1)(2) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Gary S. Guthart, Ph.D. | 2024 | 1,006,250 | 15,559,188 | — | 1,628,994 | 2,000 | 18,196,432 | | Chief Executive Officer | 2023 | 955,000 | 7,385,307 | 2,442,064 | 1,610,743 | 56,267 | 12,449,381 | | | 2022 | 873,081 | 5,911,183 | 2,203,864 | 1,355,449 | 1,500 | 10,345,077 | | Jamie E. Samath | 2024 | 595,000 | 5,984,187 | — | 452,570 | 2,000 | 7,033,757 | | Senior Vice President, Chief Financial Officer and Head of Business Technology | 2023 | 555,000 | 3,021,376 | 999,019 | 386,278 | 66,692 | 5,028,365 | | | 2022 | 525,000 | 1,773,656 | 661,101 | 360,360 | 1,500 | 3,321,617 | | David J. Rosa | 2024 | 745,000 | 11,969,151 | — | 1,046,167 | 2,000 | 13,762,318 | | President | 2023 | 676,676 | 8,128,162 | 2,805,960 | 860,120 | 93,038 | 12,563,956 | | | 2022 | 625,718 | 3,546,705 | 1,322,348 | 693,868 | 1,500 | 6,190,139 | | Henry L. Charlton | 2024 | 596,250 | 5,385,855 | — | 484,315 | 2,000 | 6,468,420 | | Senior Vice President and Chief Commercial and Marketing Officer | 2023 | 580,000 | 3,021,376 | 999,019 | 423,807 | 72,389 | 5,096,591 | | Brian E. Miller, Ph.D. | 2024 | 547,901 | 5,087,077 | — | 560,196 | 2,000 | 6,197,174 | | Executive Vice President and Chief Digital Officer | | | | | | | |

  59. 2024 Summary Compensation Table

    (1)The amounts reported in these columns represent the grant date fair values of the RSUs, PSUs, and stock options granted to the NEOs in the applicable year, determined in accordance with ASC 718. See Note 10 of the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on January 31, 2025, for a discussion of all assumptions made by us in determining the grant date fair value of these equity awards. (2)PSUs granted to NEOs are eligible to be earned over an approximately three-year performance period and have an overall payout range of 75% to 125% of target, as determined by the Compensation Committee. For all PSUs, one-third of the PSUs are eligible to be earned based on the Company’s TSR relative to the Peer Group Index over the performance period (the “market condition component”) while the remaining two-thirds of the PSUs are eligible to be earned based on the achievement of specified procedure growth targets within the overall performance period (the “performance condition component”). The market condition component of the fair values is determined as of the date of grant using the Monte-Carlo simulation method, which utilizes multiple input variables to estimate the probability of meeting the performance objectives established for the award, including the expected volatility of our stock price relative to the S&P Health Care Equipment Select Industry Index at the end of the three-year performance period and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period; accordingly, the maximum grant date fair values are the same as their target grant date fair values. The performance condition component of the fair value of PSUs is determined based on the fair market value of our common stock on the grant date. For each metric, no shares will be earned if the actual performance is below the threshold attainment level. For the 2024 PSUs, the market condition component of the fair value of PSUs was determined using input variables that included a risk-free interest rate of 4.43%. Based on the Monte-Carlo simulation method, the grant date fair value of the market condition component of the PSUs was 106% of our closing stock price on the grant date, and, as a result, the grant date fair values were $2,719,875, $1,046,169, $2,092,338, $941,717, and $889,490 for Dr. Guthart, Mr. Samath, Mr. Rosa, Mr. Charlton, and Dr. Miller, respectively. For the 2024 PSU grants, the performance condition component included the achievement of specified combined da Vinci and Ion procedure growth targets based on multi-year periods within the overall performance period. The maximum grant date fair values of the performance condition component of the PSUs were $6,419,559, $2,468,912, $4,938,309, $2,221,875, and $2,098,599 for Dr. Guthart, Mr. Samath, Mr. Rosa, Mr. Charlton, and Dr. Miller, respectively. (3)Represents the annual bonus earned in the designated year under the CIP paid in March of the following year. See the “Compensation Discussion and Analysis” section above for a more detailed discussion. (4)In 2024, this category included matching contributions paid by us pursuant to our 401(k) plan in the amount of $2,000 for all NEOs.

  60. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table summarizes information about the non-equity incentive awards and equity-based awards granted to our NEOs in 2024:

  61. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: # of Shares of Stock or Units (3) | Grant Date Fair Value of Options and Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Gary S. Guthart, Ph.D. | 2/26/2024 | | | | 14,881 | 19,841 | 24,801 | | 7,855,523 | | | 2/26/2024 | | | | | | | 19,841 | 7,703,665 | | | Cash Incentive | — | 1,509,375 | 1,886,719 | | | | | | | Jamie E. Samath | 2/26/2024 | | | | 5,723 | 7,631 | 9,539 | | 3,021,299 | | | 2/26/2024 | | | | | | | 7,631 | 2,962,888 | | | Cash Incentive | — | 386,750 | 483,438 | | | | | | | David J. Rosa | 2/26/2024 | | | | 11,447 | 15,263 | 19,079 | | 6,042,985 | | | 2/26/2024 | | | | | | | 15,263 | 5,926,165 | | | Cash Incentive | — | 894,000 | 1,117,500 | | | | | | | Henry L. Charlton | 2/26/2024 | | | | 5,151 | 6,868 | 8,585 | | 2,719,217 | | | 2/26/2024 | | | | | | | 6,868 | 2,666,638 | | | Cash Incentive | — | 387,563 | 484,454 | | | | | | | Brian E. Miller, Ph.D. | 2/26/2024 | | | | 4,865 | 6,487 | 8,109 | | 2,568,370 | | | 2/26/2024 | | | | | | | 6,487 | 2,518,707 | | | Cash Incentive | — | 547,901 | 684,876 | | | | | |

  62. 2024 Grants of Plan-Based Awards Table

    (1)For 2024, Dr. Guthart had a bonus target of 150% of base salary. Mr. Rosa had a bonus target of 120% of base salary. Dr. Miller had a bonus target of 100% of base salary. Messrs. Samath and Charlton each had a bonus target of 65% of base salary. At its discretion, the Compensation Committee has the authority to pay any NEO in excess of or below the targeted bonus amount. The goals for 2024 were approved by the Compensation Committee in January 2024. The payout amounts for each NEO were reviewed and approved by the Compensation Committee and the Board in January 2025 upon reviewing results for 2024. The maximum bonus or performance payout is calculated at 125% of the target. Refer to the “Compensation Discussion and Analysis” section above for detailed discussion of the CIP. (2)Amounts represent threshold, target, and maximum opportunities for the 2024 PSUs, which are eligible to be earned over an approximately three-year performance period and have an overall payout range of 75% of target to 125% of target, as determined by the Compensation Committee. One-third of the 2024 PSUs are eligible to be earned based on the Company’s TSR relative to the Peer Group Index TSR over the performance period, while the remaining two-thirds of the 2024 PSUs are eligible to be earned based on the achievement of specified combined da Vinci and Ion procedure growth targets based on multi-year periods within the overall performance period. For each metric, no shares will be earned if the actual performance is below the threshold attainment level. (3)The RSU grants vest in 1/4th increments on each anniversary of the grant date, over a four-year period, subject to continued employment through the applicable vesting date. (4)The amounts shown represent the fair value per share as of the grant date of such award determined pursuant to ASC 718, multiplied by the number of shares. See Note 10 of the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on January 31, 2025, for a discussion of the assumptions made by us in determining the value of the equity awards. The grant date fair value for the performance condition component of PSUs was determined based on the fair market value of our common stock on the grant date. The grant date fair value for the market condition component of PSUs was determined using the Monte-Carlo simulation method described above. For information on the inputs to the Monte-Carlo simulation method, see footnote (1) of the 2024 Summary Compensation Table.

  63. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table summarizes the outstanding stock options, RSUs, and PSUs that were held by our NEOs as of December 31, 2024:

  64. Outstanding Equity Awards as of December 31, 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | # of Securities Underlying Unexercised Options (# Exercisable) | # of Securities Underlying Unexercised Options (# Unexercisable) (*) | Option Exercise Price ($/share) | Option Expiration Date | Shares or Units of Stock That Have Not Vested (#) (1)(4)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)(4)(5)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Gary S. Guthart, Ph.D. | 2/16/2016 | 7,893 | — | 59.46 | 2/16/2026 | | | | | | | 2/15/2017 | 36,000 | — | 79.64 | 2/15/2027 | | | | | | | 8/15/2017 | 36,000 | — | 109.49 | 8/15/2027 | | | | | | | 2/15/2018 | 25,500 | — | 139.52 | 2/15/2028 | | | | | | | 8/15/2018 | 25,500 | — | 174.26 | 8/15/2028 | | | | | | | 2/15/2019 | 22,500 | — | 182.83 | 2/15/2029 | | | | | | | 8/15/2019 | 22,500 | — | 166.62 | 8/15/2029 | | | | | | | 2/28/2020 | 23,196 | — | 177.99 | 2/28/2030 | | | | | | | 8/28/2020 | 23,193 | — | 242.34 | 8/28/2030 | | | | | | | 2/26/2021 | 17,424 | 759 | 245.60 | 2/26/2031 | | | | | | | 2/26/2021 | | | | | 3,030 | 1,581,539 | | | | | 8/26/2021 | 17,424 | 759 | 347.42 | 8/26/2031 | | | | | | | 2/28/2022 | 10,652 | 4,386 | 290.33 | 2/28/2029 | | | | | | | 2/28/2022 | | | | | 5,012 | 2,616,064 | | | | | 2/28/2022 | | | | | 8,353 | 4,359,932 | 4,177 | 2,180,227 | | | 8/29/2022 | 10,652 | 4,386 | 208.90 | 8/28/2029 | | | | | | | 2/28/2023 | 7,242 | 8,559 | 229.39 | 2/27/2030 | | | | | | | 2/28/2023 | | | | | 7,900 | 4,123,484 | | | | | 2/28/2023 | | | | | 8,778 | 4,581,765 | 17,556 | 9,163,530 | | | 8/10/2023 | 7,243 | 8,558 | 304.67 | 8/9/2030 | | | | | | | 2/26/2024 | | | | | 19,841 | 10,356,208 | | | | | 2/26/2024 | | | | | | | 24,800 | 12,944,608 | | Jamie E. Samath | 2/26/2021 | 51 | 108 | 245.60 | 2/26/2031 | | | | | | | 2/26/2021 | | | | | 1,281 | 668,631 | | | | | 8/26/2021 | 51 | 108 | 347.42 | 8/26/2031 | | | | | | | 2/28/2022 | 94 | 1,316 | 290.33 | 2/28/2029 | | | | | | | 2/28/2022 | | | | | 1,504 | 785,028 | | | | | 2/28/2022 | | | | | 2,505 | 1,307,510 | 1,253 | 654,016 | | | 8/29/2022 | 94 | 1,316 | 208.90 | 8/28/2029 | | | | | | | 2/28/2023 | — | 3,501 | 229.39 | 2/27/2030 | | | | | | | 2/28/2023 | | | | | 3,232 | 1,686,975 | | | | | 2/28/2023 | | | | | 3,591 | 1,874,358 | 7,182 | 3,748,717 | | | 8/10/2023 | — | 3,501 | 304.67 | 8/9/2030 | | | | | | | 2/26/2024 | | | | | 7,631 | 3,983,077 | | | | | 2/26/2024 | | | | | | | 9,538 | 4,978,454 | | David J. Rosa | 2/16/2016 | 14,625 | — | 59.46 | 2/16/2026 | | | | | | | 8/15/2016 | 14,625 | — | 77.00 | 8/15/2026 | | | | | | | 2/15/2017 | 27,000 | — | 79.64 | 2/15/2027 | | | | | | | 8/15/2017 | 27,000 | — | 109.49 | 8/15/2027 | | | | | | | 2/15/2018 | 18,750 | — | 139.52 | 2/15/2028 | | | | | | | 8/15/2018 | 18,750 | — | 174.26 | 8/15/2028 | | | | | | | 2/15/2019 | 13,500 | — | 182.83 | 2/15/2029 | | | | | | | 8/15/2019 | 13,500 | — | 166.62 | 8/15/2029 | | | | | | | 2/28/2020 | 13,530 | — | 177.99 | 2/28/2030 | | | | | | | 8/28/2020 | 13,530 | — | 242.34 | 8/28/2030 | | | | |

  65. Outstanding Equity Awards as of December 31, 2024

    | | 2/26/2021 | 9,834 | 429 | 245.60 | 2/26/2031 | | | | | | | 2/26/2021 | | | | | 1,710 | 892,552 | | | | | 8/26/2021 | 9,834 | 429 | 347.42 | 8/26/2031 | | | | | | | 2/28/2022 | 6,391 | 2,632 | 290.33 | 2/28/2029 | | | | | | | 2/28/2022 | | | | | 3,007 | 1,569,534 | | | | | 2/28/2022 | | | | | 5,012 | 2,616,064 | 2,506 | 1,308,032 | | | 8/29/2022 | 6,391 | 2,632 | 208.90 | 8/28/2029 | | | | | | | 2/28/2023 | 3,950 | 4,669 | 229.39 | 2/27/2030 | | | | | | | 2/28/2023 | | | | | 4,309 | 2,249,126 | | | | | 2/28/2023 | | | | | 4,788 | 2,499,144 | 9,575 | 4,997,767 | | | 6/12/2023 | 6,111 | 10,186 | 313.64 | 6/11/2030 | | | | | | | 6/12/2023 | | | | | 4,074 | 2,126,465 | | | | | 6/12/2023 | | | | | 3,017 | 1,574,753 | 6,035 | 3,150,029 | | | 8/10/2023 | 3,950 | 4,669 | 304.67 | 8/9/2030 | | | | | | | 2/26/2024 | | | | | 15,263 | 7,966,675 | | | | | 2/26/2024 | | | | | | | 19,078 | 9,957,953 | | Henry L. Charlton | 2/28/2020 | 2,901 | — | 177.99 | 2/28/2030 | | | | | | | 8/28/2020 | 2,898 | — | 242.34 | 8/28/2030 | | | | | | | 2/26/2021 | 2,457 | 108 | 245.60 | 2/26/2031 | | | | | | | 2/26/2021 | | | | | 1,281 | 668,631 | | | | | 8/26/2021 | 2,457 | 108 | 347.42 | 8/26/2031 | | | | | | | 2/28/2022 | 3,195 | 1,316 | 290.33 | 2/28/2029 | | | | | | | 2/28/2022 | | | | | 1,504 | 785,028 | | | | | 2/28/2022 | | | | | 2,505 | 1,307,510 | 1,253 | 654,016 | | | 8/29/2022 | 3,195 | 1,316 | 208.90 | 8/28/2029 | | | | | | | 2/28/2023 | 2,963 | 3,501 | 229.39 | 2/27/2030 | | | | | | | 2/28/2023 | | | | | 3,232 | 1,686,975 | | | | | 2/28/2023 | | | | | 3,591 | 1,874,358 | 7,182 | 3,748,717 | | | 8/10/2023 | 2,963 | 3,501 | 304.67 | 8/9/2030 | | | | | | | 2/26/2024 | | | | | 6,868 | 3,584,821 | | | | | 2/26/2024 | | | | | | | 8,584 | 4,480,505 | | Brian E. Miller, Ph.D. | 2/28/2020 | 3,384 | — | 177.99 | 2/28/2030 | | | | | | | 8/28/2020 | 3,381 | — | 242.34 | 8/28/2030 | | | | | | | 2/26/2021 | 3,162 | 138 | 245.60 | 2/26/2031 | | | | | | | 2/26/2021 | | | | | 1,647 | 859,668 | | | | | 8/26/2021 | 3,162 | 138 | 347.42 | 8/26/2031 | | | | | | | 2/28/2022 | 4,793 | 1,974 | 290.33 | 2/28/2029 | | | | | | | 2/28/2022 | | | | | 2,255 | 1,177,020 | | | | | 2/28/2022 | | | | | 3,758 | 1,961,526 | 1,880 | 981,285 | | | 8/29/2022 | 4,793 | 1,974 | | 8/28/2029 | | | | | | | 2/28/2023 | 3,621 | 4,279 | | 2/27/2030 | | | | | | | 2/28/2023 | | | | | 3,950 | 2,061,742 | | | | | 2/28/2023 | | | | | 4,388 | 2,290,360 | 8,778 | 4,581,765 | | | 8/10/2023 | 3,621 | 4,279 | 304.67 | 8/9/2030 | | | | | | | 2/26/2024 | | | | | 6,487 | 3,385,955 | | | | | 2/26/2024 | | | | | | | 8,107 | 4,231,530 |

  66. Outstanding Equity Awards as of December 31, 2024

    (*)All of the listed unexercisable options, except the August 2021, August 2022, February 2023, June 2023, and August 2023 grants vest as to 6/48ths of the underlying option shares upon completion of six months of service following the date of grant and 1/48th per month thereafter, contingent upon continued employment. The June 2023 grants vest as to 25% of the underlying option shares on the completion of one year of service following the date of grant and 1/48 per month thereafter, contingent upon continued employment. The August 2021, August 2022, and August 2023 options vest as to 7/48ths of the underlying option shares upon completion of one month of service following the date of the grant and 1/48th per month thereafter, contingent upon continued employment. The February 2023 grants vest as to 6/48ths of the underlying option shares on August 10 and 1/48th per month thereafter, contingent upon continued employment. All options granted prior to 2022 have a ten-year term, while all options granted in 2022 onwards have a seven-year term. (1) All of the listed RSUs, except the February 2023 grants and Mr. Rosa’s June 2023 grants, vest in 1/4th increments annually over a four-year period from the date of grant, subject to continued employment through the applicable vesting date. The February 2023 grants vest in 1/4th increments on each anniversary of February 10, 2023, over a four-year period, subject to continued employment through the applicable vesting date. Mr. Rosa’s June 2023 grant vests in 1/4th increments on each anniversary of June 10, 2023, over a four-year period, subject to his continued employment through the applicable vesting date. (2) The dollar amounts shown are determined by multiplying the number of unvested units by $521.96 (the closing price of the Company’s common stock on December 31, 2024, the last trading day of the Company’s fiscal year). (3) All of the listed PSUs vest on the three-year anniversary of the grant date (except for Mr. Rosa’s June 2023 grant, which vests on February 28, 2026) based on actual performance of the applicable performance goals as determined by the Compensation Committee and continued service through such date. As described in the CD&A above, in each case, the PSUs have an overall payout range of 75% of target to 125% of target for the number of PSUs that are eligible to be earned and vest. For all PSUs, one-third of the PSUs are eligible to be earned based on the Company’s TSR relative to the Peer Group Index over the performance period, while the remaining two-thirds of the PSUs are eligible to be earned based on the achievement of specified procedure growth targets within the overall performance period. For each metric, no shares will be earned if the actual performance is below the threshold attainment level. (4) For the 2022 PSUs, the number of PSUs shown that have not vested reflects the fact that two of the three performance period achievements were attained as of December 31, 2024, each at the maximum performance level. Consequently, 2/3rds of the unvested PSUs represent 125% of the target number of PSUs eligible to be earned and have been moved to the "Shares or Units of Stock That Have Not Vested" column. (5) For the 2023 PSUs, the number of PSUs shown that have not vested reflects the fact that one of the three performance period achievements was attained as of December 31, 2024, at the maximum performance level. Consequently, 1/3rd of the unvested PSUs represent 125% of the target number of PSUs eligible to be earned and have been moved to the "Shares or Units of Stock That Have Not Vested" column. (6) For the remaining unvested PSUs eligible to be earned, as our previous year’s performance for PSUs has exceeded the target level, the number of PSUs shown has been determined based on the next higher performance measure that exceeded the previous year’s performance, which is the maximum performance level for all PSUs. Consequently, the remaining 1/3rd of the unvested 2022 PSUs, 2/3rds of the unvested 2023 PSUs, and all of the unvested 2024 PSUs represent 125% of the target number of PSUs eligible to be earned and remain in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested" column.

  67. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table summarizes the stock options exercised and vesting of RSUs during the year ended December 31, 2024, and the value realized upon exercise of stock options and vesting of stock awards by our NEOs:

  68. Option Exercises and Stock Vested During 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) (2) | | Gary S. Guthart, Ph.D. | 84,150 | 32,122,523 | 12,034 | 4,666,153 | | Jamie E. Samath | 23,738 | 6,637,920 | 3,290 | 1,275,964 | | David J. Rosa | 140,850 | 47,579,793 | 8,263 | 3,244,329 | | Henry L. Charlton | 19,758 | 6,809,319 | 4,563 | 1,769,850 | | Brian E. Miller, Ph.D. | — | — | 5,784 | 2,243,430 |

  69. Option Exercises and Stock Vested During 2024

    (1)The value realized equals the excess of the fair market value of our common stock at exercise over the option exercise price, multiplied by the number of shares for which the option was exercised. (2)The dollar amounts shown above for stock awards are determined by multiplying the number of shares that vested by the per-share closing price of the Company’s common stock on the vesting date.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table shows potential payments to the NEOs upon a change in control of the Company and subsequent involuntary separation from service within 12 months after the change in control, in accordance with the Change-in-Control Plan. Under this plan, all eligible employees of the Company who have been employed at least six months prior to the separation from service date, including executive officers, are entitled to the following severance payments and benefits in the event of a termination of employment without cause or an involuntary separation from service within 12 months after a change in control of the Company: •A lump-sum cash payment in the amount equal to the sum of six months of such eligible employee’s base compensation (defined in the Change-in-Control Plan as base salary and target bonus) plus an additional one month of base compensation for every year of such eligible employee’s service with the Company, such severance not to exceed 12 months; •Six months of COBRA premiums, provided that such eligible employee elects continued coverage under COBRA; and •100% vesting of all outstanding unvested equity awards that the eligible employee then holds. Under the PSU award agreements, in the event of a change in control where the PSUs are assumed or otherwise continued by an acquirer, the PSUs will be deemed achieved at the greater of target or actual achievement (measured as of date of the change in control), and such deemed PSUs will remain outstanding and eligible to vest on the third anniversary of the grant date. In the event the participant’s employment is terminated without cause or as a result of an involuntary termination within the twelve-month period following such change in control, each such outstanding PSU shall vest in full as of the date of such termination. In the event of a change in control where the PSUs are not assumed or otherwise continued by an acquirer, the PSUs will be deemed achieved at the greater of target or actual achievement (measured as of the date of the change in control), and such deemed PSUs will accelerate and vest as of such date of the change in control. The amounts shown for NEOs below assume that a change in control occurred on December 31, 2024, and that the PSUs were not assumed or otherwise continued by an acquirer and are estimates of the amounts that would be paid to the NEOs upon such a change in control.

  71. Potential Payments Upon Termination or Change in Control

    | Name | Total Value of PSU Acceleration ($) (1) | | Gary S. Guthart, Ph.D. | 32,711,755 | | Jamie E. Samath | 12,363,667 | | David J. Rosa | 25,705,486 | | Henry L. Charlton | 11,886,073 | | Brian E. Miller, Ph.D. | 13,877,351 |

  72. Potential Payments Upon Termination or Change in Control

    (1)For purposes of the 2022 and 2023 PSUs, as of December 31, 2024, performance achievement (measured as if a change in control occurred December 31, 2024) would result in a deemed achievement of the PSUs at 125%, reflecting actual achievement as of such date. For the purposes of the 2024 PSUs, as of December 31, 2024, performance achievement (measured as if a change in control occurred December 31, 2024) would result in a deemed achievement of the PSUs at 120%, reflecting actual achievement as of such date. The total value of PSU acceleration is determined by multiplying the deemed earned number of shares underlying the PSUs by the closing market price on December 31, 2024, of $521.96. The amounts shown for all NEOs below assume that a qualifying termination of employment was effective December 31, 2024, under the Change-in-Control Plan and are estimates of the amounts that would be paid to the NEOs upon such a termination of employment. The terms and conditions of the Change-in-Control Plan (including the definitions of the key plan terms) are set forth in the plan document.

  73. Potential Payments Upon Termination or Change in Control

    | Name | Base Compensation and Target Bonus ($) (1) | COBRA Premiums ($) | Total Value of Equity Acceleration ($) (2) | Total Potential Payment ($) | | Gary S. Guthart, Ph.D. | 2,537,500 | 10,079 | 58,483,970 | 61,031,549 | | Jamie E. Samath | 998,250 | 15,553 | 22,037,906 | 23,051,709 | | David J. Rosa | 1,672,000 | 15,553 | 46,639,383 | 48,326,936 | | Henry L. Charlton | 990,000 | 15,553 | 21,162,057 | 22,167,610 | | Brian E. Miller, Ph.D. | 1,103,802 | 9,243 | 24,680,869 | 25,793,914 |

  74. Potential Payments Upon Termination or Change in Control

    (1)Amounts shown are the target payments the executive officers would have received as of December 31, 2024. Amounts of the parachute payment cut-back, as described below, if any, would be calculated upon actual termination of employment. (2)Amounts shown assume that all stock options would be exercised immediately upon termination of employment. Stock option values represent the excess of the market value of the option shares for which vesting is accelerated over the exercise price for those option shares, using $521.96 per share for the market value, which is the closing market price of a share of our common stock on December 31, 2024, the last trading day of our 2024 fiscal year. The dollar amounts of RSUs are determined by multiplying the number of shares subject to the RSUs for which vesting is accelerated by $521.96. For purposes of the 2022 and 2023 PSUs, as of December 31, 2024, performance achievement (measured as if a change in control occurred December 31, 2024) would result in a deemed achievement of the PSUs at 125%, reflecting actual achievement as of such date. For the purposes of the 2024 PSUs, as of December 31, 2024, performance achievement (measured as if a change in control occurred December 31, 2024) would result in a deemed achievement of the PSUs at 120%, reflecting actual achievement as of such date. As a result, the total value of PSU acceleration was determined by multiplying the deemed earned number of shares underlying the PSUs by the closing market price on December 31, 2024, of $521.96. For purposes of the Change-in-Control Plan, an involuntary separation from service of a NEO generally means, (i) without the executive’s express written consent, the assignment to the executive of any duties or the significant reduction of the executive’s duties, authority, or responsibilities, which is inconsistent with the executive’s duties, authority, or responsibilities in effect immediately prior to such assignment, or the removal of the executive from such duties, authority, or responsibilities; (ii) a reduction by the Company in the base compensation of the executive as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee benefits to which the executive is entitled immediately prior to such reduction with the result that the executive’s overall benefits package is significantly reduced; (iv) the relocation of the executive to a facility or a location more than 25 miles from the executive’s then present location without the executive’s express written consent; (v) any purported termination of the executive by the Company, which is not effected for disability or for cause, or any purported termination for which the grounds relied upon are not valid; (vi) the failure of the Company to obtain the assumption of the agreement by any successors contemplated in the Change-in-Control Plan; or (vii) any act or set of facts or circumstances which would, under California case law or statute, constitute a constructive termination of the executive. In order for an executive to terminate employment in an involuntary separation from service, he or she must provide notice to the Company of the existence of a condition listed above, within 30 days of the initial existence of the condition, and the Company shall have 30 days following receipt of such notice to remedy such condition and not make any payments hereunder in connection with such termination of employment. The payments and benefits pursuant to the Change-in-Control Plan are subject to a NEO’s timely execution and non-revocation of a release of claims. Further, the Change-in-Control Plan specifically includes a so-called parachute payment “best pay” provision, where payments and benefits will either be made to the executive in full or as to such lesser amount as which would result in no portion of the payments and benefits being subject to an excise tax under Section 280G of the Internal Revenue Code, whichever of the foregoing amounts is greater on an after-tax basis.

  75. Pay Ratio

    Pay Ratio

  76. Pay Ratio

    | Annual total compensation of the CEO for 2024 | $18,196,432 | | Annual total compensation of the median employee for 2024 | $118,680 | | Ratio of annual total compensation of the CEO to the annual total compensation of the median employee for 2024 | 153:1 |

  77. Pay Ratio

    The Company identified the median employee using a consistently applied compensation measure that consists of annual base salary or wages, target annual performance-based cash bonuses, target commissions, and long-term equity awards based on their grant date fair values. Permanent employees who joined in 2024 and permanent employees who were on leave during 2024 were assumed to have worked for the entire year. All U.S. and non-U.S. employees employed as of December 31, 2024, were captured. No cost-of-living adjustments were made. The annual total compensation of the CEO and the annual total compensation of the median employee were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  78. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  79. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation provided to our NEOs and certain measures of Company performance in the years ended December 31, 2024, 2023, 2022, 2021, and 2020, for services to our Company in all capacities. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  80. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ Millions) | Adjusted Operating Income ($ Millions) (3) | | | | | | | Total Shareholder Return ($) | Peer Group Index Total Shareholder Return ($) (2) | | | | 2024 | 18,196,432 | 42,632,556 | 8,365,417 | 20,293,706 | 264.89 | 103.67 | 2,337.5 | 3,228.0 | | 2023 | 12,449,381 | 22,725,057 | 6,881,776 | 11,584,663 | 171.21 | 98.68 | 1,817.3 | 2,483.8 | | 2022 | 10,345,077 | 1,606,523 | 4,985,938 | 1,158,257 | 134.66 | 104.93 | 1,344.4 | 2,198.1 | | 2021 | 8,059,409 | 17,458,020 | 4,462,961 | 9,386,652 | 182.34 | 137.24 | 1,728.1 | 2,380.1 | | 2020 | 6,043,362 | 15,011,356 | 3,477,084 | 8,127,959 | 138.39 | 132.83 | 1,066.8 | 1,551.8 |

  81. Pay Versus Performance Table

    (1)Amounts represent compensation actually paid (“CAP”) to our CEO, who was our Principal Executive Officer or “PEO” for each of the years shown, and the average CAP to our remaining NEOs or “Non-PEO NEOs” for the relevant year, as determined under SEC rules, which includes the individuals indicated below for each year:

  82. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | Gary S. Guthart, Ph.D. | Jamie E. Samath, David J. Rosa, Henry L. Charlton, and Brian E. Miller, Ph.D. | | 2023 | Gary S. Guthart, Ph.D. | Jamie E. Samath, David J. Rosa, Bob DeSantis, and Henry L. Charlton | | 2022 | Gary S. Guthart, Ph.D. | Jamie E. Samath, David J. Rosa, Bob DeSantis, and Marshall L. Mohr | | 2021 | Gary S. Guthart, Ph.D. | Marshall L. Mohr, David J. Rosa, Bob DeSantis, and Myriam J. Curet, M.D., F.A.C.S. | | 2020 | Gary S. Guthart, Ph.D. | Marshall L. Mohr, David J. Rosa, Bob DeSantis, and Myriam J. Curet, M.D., F.A.C.S. |

  83. Pay Versus Performance Table

    Amounts represent the Summary Compensation Table Total Compensation for the applicable year adjusted as follows:

  84. Pay Versus Performance Table

    | Applicable Year | 2024 | | | | PEO | Average non-PEO NEOs | | Deduction for ASC 718 Fair Value as of Grant Date Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table | (15,559,188) | (7,106,568) | | Increase based on ASC 718 Fair Value of Awards Granted during the Year that Remain Unvested as of Year-End (“YE”) | 22,566,613 | 10,307,158 | | Increase based on ASC 718 Fair Value of Awards Granted during the Year that Vested during the Year as of Vesting Date | — | — | | Increase based on ASC 718 Fair Value of Outstanding Unvested Prior Year Awards as of YE Compared to Valuation as of Prior YE | 14,588,262 | 7,488,218 | | Increase based on ASC 718 Fair Value of Prior Year Awards that Vested during the Year as of Vesting Date Compared to Valuation as of Prior YE | 2,840,437 | 1,239,481 | | Deduction of ASC 718 Fair Value of Prior Year Awards as of Prior YE that were Forfeited during the Year | — | — | | Total Adjustments | 24,436,124 | 11,928,289 |

  85. Pay Versus Performance Table

    The fair values of RSUs, PSUs, and stock options included in the CAP to our PEO and the Average CAP to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2024. Any changes to the RSU fair values from the grant date (for current year awards granted) and from prior year-end (for prior year awards granted) are based on our updated stock price at the respective measurement dates. Any changes to the PSU fair values from the grant date (for current year awards granted) and from prior year-end (for prior year awards granted) are based on our updated stock price at the respective measurement dates and actual and projected performance attainment levels. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end RSU, PSU, and stock option fair values from the fair values on the grant date were primarily driven by changes in the stock price. (2)For the relevant year, represents the cumulative TSR of the S&P Health Care Equipment Select Industry Index. (3)AOI is an operating metric defined in the “Annual Cash Bonus Plan Formula and Funding” subsection of the “Executive Compensation” section and is calculated as operating income, excluding CIP expense, share-based compensation and long-term incentive plan expenses, non-cash amortization of intangible assets, litigation charges, gain on a sale of a business, contributions to the Intuitive Foundation, and other adjustments, primarily related to inventory cost accounting and operating expense hedging. The Company selected AOI as its Company-Selected Measure due to it being an important financial performance measure that helps link CAP to the Company’s NEOs to the Company’s performance for the most recently completed year. Specifically, AOI is used to evaluate NEO performance under the CIP, a short-term cash incentive plan that is funded based on the Company’s achievement of an AOI goal as well as several Company Performance Goals.

  86. 2024 Pay Versus Performance Graphs

    2024 Pay Versus Performance Graphs The graphs below compare (i) the relationship between PEO and average NEO CAP with our TSR, (ii) the relationship between PEO and average NEO CAP and net income, (iii) the relationship between PEO and average NEO CAP and AOI, and (iv) the relationship between our TSR and the Peer Group Index TSR, in each case, for the years ended December 31, 2024, 2023, 2022, 2021, and 2020. TSR amounts reported in the graph assume an initial fixed investment of $100. Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Our TSR The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, each as set forth in the Table above, and our cumulative TSR over the period from 2020 through 2024. Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and our net income during years 2020 through 2024, each as set forth in the table above. Description of Relationship Between PEO and Average NEO Compensation Actually Paid and AOI The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other NEOs, and the AOI during years 2020 through 2024, each as set forth in the table above. Description of Relationship Between Our TSR and Peer Group Index TSR The following chart compares our cumulative TSR over the period from 2020 through 2024 to that of the Peer Group Index over the same time period.

  87. 2024 Pay Versus Performance Tabular List

    2024 Pay Versus Performance Tabular List As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the performance measures that we believe represent the most important financial performance measures used by us to link CAP to our NEOs for the year ended December 31, 2024. The measures in this table are not ranked.

  88. 2024 Pay Versus Performance Tabular List

    | Performance measure | Performance measure description | | AOI | Refer to the “Annual Cash Bonus Plan Formula and Funding” subsection of the “Executive Compensation” section for a definition of this measure. | | Relative TSR | Refer to the “Long-Term Incentive Compensation” subsection of the “Executive Compensation” section for a definition of this measure. | | Da Vinci and Ion procedure growth | Refer to the “Long-Term Incentive Compensation” subsection of the “Executive Compensation” section for a description of this measure. |

  89. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors (the “Board”) has twelve authorized seats and, immediately following the 2025 Annual Meeting of Stockholders, the Board intends to reduce the size of the Board to eleven members. Craig H. Barratt, Ph.D., Joseph C. Beery, Lewis Chew, Gary S. Guthart, Ph.D., Amal M. Johnson, Sreelakshmi Kolli, Amy L. Ladd, M.D., Keith R. Leonard, Jr., Jami Dover Nachtsheim, Monica P. Reed, M.D., and David J. Rosa have been nominated by the Board for election at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to serve a one-year term expiring at the 2026 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. Refer to the “Directors and Corporate Governance” section above for the nominees’ biographies. The Company’s Bylaws provide for a majority voting standard in uncontested elections of directors. As such, in an election where the number of nominees for director does not exceed the number of directors to be elected, a nominee for director will be elected to the Board if the number of shares voted for the nominee exceeds the number of shares voted against the nominee. However, the majority voting standard would not apply if the number of nominees for director exceeds the number of directors to be elected. In that case, the nominees receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting would be elected. The majority voting standard will apply to the election taking place at the Annual Meeting. Consequently, in order to be elected, a nominee must receive more “for” votes than “against” votes. Proxies may not be voted for more than the eleven nominees, and stockholders may not cumulate votes in the election of directors. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for the nominee, if any, who may be designated by the Board to fill the vacancy. Shares represented by the accompanying proxy will be voted for the election of the nominees recommended by the Board unless the proxy is marked in such a manner so as to withhold authority to vote. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as management may propose. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve.