DEF 14A of PROCEPT BioRobotics Corp
Filed Apr 22, 2026 · FY20250001588978-26-000017
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS The Company’s Board of Directors is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III, as set forth below. One class of directors is elected by the stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election and until their successor is duly elected and qualified. Dr. Zadno resigned from our Board effective September 1, 2025 and Mr. Daniel Puckett was appointed to our Board effective March 5, 2026.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
| Class | Directors | | Class I directors | Elisabeth Little, Thomas M. Prescott and Larry L. Wood | | Class II directors | Antal Desai, Mary Garrett and Frederic Moll, M.D. | | Class III directors | Amy Dodrill, Taylor Harris and Daniel Puckett |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Nominating and ESG Committee of the Board has recommended, and the Board has approved, the nomination of our Class II directors, Antal Desai, Mary Garrett, and Frederic Moll, M.D., for re-election for three-year terms expiring at the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Mr. Desai, Ms. Garrett and Dr. Moll is currently a director of the Company. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and ESG Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.
Nominees for Director and Continuing Directors
Nominees for Director and Continuing Directors The names and ages of the nominees and continuing directors, and their length of service with the Company and Board committee memberships are set forth in the table below.
Nominees for Director and Continuing Directors
| Name | Age | Director Since | Class / Current Term Expires | Independent | AC | CC | NESG | | Nominees | | | | | | | | | Antal Desai | 48 | June 2015 | Class II / 2026 Annual Meeting | Yes | — | | | | Mary Garrett | 67 | December 2021 | Class II / 2026 Annual Meeting | Yes | — | — | | | Frederic Moll, M.D. | 74 | August 2011 | Class II / 2026 Annual Meeting | Yes | — | — | — | | Continuing Directors | | | | | | | | | Elisabeth Little | 64 | October 2021 | Class I / 2028 Annual Meeting | Yes | — | | | | Thomas M. Prescott* | 70 | July 2024 | Class I / 2028 Annual Meeting | Yes | — | — | — | | Larry L. Wood | 60 | April 2024 | Class I / 2028 Annual Meeting | No | — | — | — | | Amy Dodrill | 53 | June 2021 | Class III / 2027 Annual Meeting | Yes | | | — | | Taylor Harris | 50 | December 2020 | Class III / 2027 Annual Meeting | Yes | | — | — | | Daniel Puckett | 62 | March 2026 | Class III / 2027 Annual Meeting | Yes | | — | — |
Nominees for Director and Continuing Directors
| *: Chair of the Board | : Financial Expert | : Committee Member | : Committee Chair | | AC: Audit Committee | CC: Compensation Committee | NESG: Nominating and ESG Committee | |
Nominees for Director and Continuing Directors
A brief biography of each nominee and each continuing director is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and ESG Committee and the Board to believe that the director should serve on the Board:
Director Nominees
Director Nominees Antal Desai. Mr. Desai has served as a member of our Board of Directors since June 2015. Mr. Desai joined Cardinal Investment Company, Inc. in September 2004, the predecessor firm to CPMG, Inc., an investment firm where he currently serves as a Managing Director. Mr. Desai is a member of the board of directors of several private companies. Mr. Desai received both a B.S. in Economics and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Desai is qualified to serve on our Board of Directors due to his experience as a director of several companies and his experience investing in the healthcare industry. Mary Garrett. Ms. Garrett has served as a member of our Board of Directors since December 2021. Ms. Garrett has served as a member of the board of directors of Omnicell, Inc. since March 2022, where she serves as the chair of the compensation committee and as a member of the corporate governance committee. Ms. Garrett previously served on the board of directors of Hillrom Corporation from March 2017 until it was acquired by Baxter International in December 2021, serving as chair of the governance committee during 2021 and serving on the audit committee of Hillrom during her tenure. She also previously served as a board member and was on the audit committee of Ethan Allen Interiors, Inc. from January 2016 until November 2021. Prior to these roles and her retirement in December 2015, Ms. Garrett was the Chief Marketing Officer, Global Markets for IBM Corporation. Ms. Garrett holds a B.S. in Biomedical Engineering from Boston University and an M.S. in Bioelectrical Engineering from Brown University. We believe Ms. Garrett is qualified to serve on our Board of Directors because of her extensive management and directorship experience, including in the healthcare industry. Frederic Moll, M.D. Dr. Moll has served as a member of our Board of Directors since August 2011. From April 2019 to March 2023, Dr. Moll served as Chief Development Officer for Johnson & Johnson Medical Devices Companies. Dr. Moll was also a co-founder, and, from September 2012 to 2019, was the Chairman and Chief Executive Officer of Auris Health, Inc., a robotics medical device company, that was acquired by Johnson and Johnson in 2019. Dr. Moll is also the Founding Partner of Sonder Capital Management, LLC, a healthcare venture capital investment firm. Dr. Moll has served as the Vice Chairman and a member of the board of directors of SS Innovations International, Inc. since September 2024. Dr. Moll previously served as member and as Chairman of the board of directors of Restoration Robotics, Inc., from November 2002 until its merger with Venus Concept in November 2019. Dr. Moll previously served on the board of directors of Intersect ENT, Inc. from March 2010 to February 2021, where he was a member of the nominating and corporate governance committee. Dr. Moll previously served on the board of directors of Shockwave Medical, Inc. from May 2011 until it was acquired by Johnson & Johnson in May 2024. Dr. Moll also previously served on the board of directors of Lux Health Tech Acquisition Corp. from June 2020 to June 2022, where he was a member of the audit committee. Dr. Moll received a B.A. in economics from the University of California at Berkeley, an M.S. in management from Stanford University and an M.D. from the University of Washington. We believe Dr. Moll is qualified to serve on our Board of Directors because of his deep experience in the healthcare sector, his experience as a director of multiple healthcare companies, and his medical background and experience.
Continuing Directors
Continuing Directors Elisabeth Little. Ms. Little has served as a member of our Board of Directors since October 2021. Ms. Little currently serves as a consultant to the pharmaceutical industry and is a member of the board of directors of Vyne Therapeutics, Inc., since March 2019, where she serves as chair of the compensation committee and as a member of the audit committee. Ms. Little was previously a member of the boards of directors of Satsuma Pharmaceuticals until its acquisition by SNBL in June 2023 and Intersect ENT, Inc. until its acquisition by Medtronic plc in May 2022. Ms. Little previously served as the Chief Commercial Officer and Executive Vice President of Corporate Strategy at Alder Biopharmaceuticals, a public biopharmaceutical company, from August 2016 until March 2019. Prior to that, she was Chief Commercial Officer for Kythera Biopharmaceuticals, a public biopharmaceutical company, from March 2012 until October 2015 and spent over 20 years at Allergan in a variety of commercial leadership roles of increasing responsibility. Ms. Little holds a B.S. in Biology from University of California at Irvine and an M.B.A. from Pepperdine University. We believe Ms. Little is qualified to serve on our Board of Directors because of her extensive management experience in the healthcare industry. Thomas M. Prescott. Mr. Prescott has served as Chair of the Board since July 2024. Prior to joining our Board, Mr. Prescott was President and Chief Executive Officer of Align Technology, Inc. from March 2002 to June 2015, and a member of its board of directors from March 2002 to May 2021. Prior to Align, Mr. Prescott was President and Chief Executive Officer of Cardiac Pathways, Inc. from May 1999 to August 2001 and a consultant for Boston Scientific Corporation from August 2001 to January 2002 after its acquisition of Cardiac Pathways in August 2001. Prior to Cardiac Pathways, Mr. Prescott held various sales, general management and executive roles at Nellcor Puritan Bennett, Inc. from April 1994 to May 1999, and various management positions at GE Medical Systems from October 1987 to April 1994. In addition, Mr. Prescott served in sales, marketing and management roles at Siemens AG from December 1980 to July 1986. Mr. Prescott also served as a board member for The Navy SEAL Foundation, and as a trustee at The Naval Postgraduate School Foundation. He received his B.S. in Civil Engineering from Arizona State University and Master in Management from Northwestern University. We believe Mr. Prescott is qualified to serve on our Board of Directors because of his extensive management experience in the healthcare industry. Larry L. Wood. Mr. Wood has served as our President and Chief Executive Officer since September 2025 and a member of our Board of Directors since April 2024. He previously served as Corporate Vice President, Transcatheter Aortic Valve Replacement from February 2007 to September 2025, and as Group President for Surgical Structural Heart from 2023 to September 2025, at Edwards Lifesciences, a global leader in patient-focused medical innovations for structural heart disease and critical care and surgical monitoring. Mr. Wood has more than 35 years of experience in the medical technology industry at both Edwards Lifesciences and Baxter Healthcare Corporation in positions including manufacturing management, regulatory affairs and strategic and clinical marketing, primarily for the surgical heart valve therapy business. Mr. Wood received an M.B.A. from Pepperdine Graziadio Business School. We believe Mr. Wood is qualified to serve on our board of directors because of his extensive management experience in the healthcare industry and his understanding of our business and operations and perspective as our Chief Executive Officer and President. Amy Dodrill. Ms. Dodrill has served as a member of our Board of Directors since June 2021. Ms. Dodrill has served as a member of the board of directors of CTS Corporation since February 2024, where she is a member of the nominating, governance and sustainability and the technology and transactions committees. Ms. Dodrill served as the President, Global Surgical Solutions & Patient Support Systems at Baxter International, Inc., a public company with a portfolio of diagnostic, critical care, kidney care, nutrition, hospital and surgical products until October 2022. Previously, Ms. Dodrill worked at Hillrom Holdings, Inc., a company specializing in medical device innovation, from October 2012 until December 2021 when it was acquired by Baxter International, Inc. During her time at Hillrom, Ms. Dodrill held various positions including President, Global Surgical, and Vice President and General Manager of the US Surgical Division. Ms. Dodrill also previously served as Vice President and General Manager of Trumpf Medical Surgical Solutions NA. Ms. Dodrill holds a B.S. from Johns Hopkins University. We believe Ms. Dodrill is qualified to serve on our Board of Directors because of her expertise in managing medical device companies. Taylor Harris. Mr. Harris has served as a member of our Board of Directors since December 2020. Mr. Harris served as the Chief Executive Officer and director of Cutera, Inc., a leading provider of medical aesthetic technologies, from August 2023 until December 2025. Mr. Harris served as the Chief Financial Officer for MyoKardia, Inc., a clinical-stage biopharmaceutical company, from April 2018 until that company’s acquisition by Bristol Myers Squibb in November 2020. Previously, Mr. Harris served as Senior Vice President and Chief Financial Officer of Zeltiq Aesthetics, Inc., a medical technology company, from March 2016 until that company’s acquisition by Allergan plc. in April 2017. Prior to Zeltiq, Mr. Harris served as Chief Financial Officer at Thoratec Corporation, until that company’s acquisition by St. Jude Medical, Inc. Prior to joining Thoratec, Mr. Harris worked at JPMorgan Chase & Co. for over a decade in healthcare investment banking and equity research. Mr. Harris holds a B.A. in Physics and Economics from the University of North Carolina at Chapel Hill, where he studied as a Morehead-Cain scholar. We believe that Mr. Harris is qualified to serve on our Board of Directors because of his extensive finance, accounting, and operations experience and experience in managing medical device companies. Daniel Puckett. Mr. Puckett has served as a member of our Board of Directors since March 2026. From April 2016 until his retirement in February 2024, Mr. Puckett served as Chief Financial Officer of Shockwave Medical, Inc., a leading medical device company that develops treatments for cardiovascular disease, which was acquired by Johnson & Johnson in May 2024. Prior to joining Shockwave Medical, from June 2015 to April 2016, Mr. Puckett served as Chief Financial Officer of Counsyl, Inc., a venture-backed DNA testing and genetic counseling company. From 2011 to June 2015, Mr. Puckett served as Chief Financial Officer of Ariosa Diagnostics, Inc., a molecular diagnostics company, which was acquired by Roche in January 2015. Mr. Puckett joined Ariosa Diagnostics from Forest Laboratories, Inc., where he served as Executive Director, Operations of Cerexa, Inc., a Forest Laboratories subsidiary, from April 2009 to September 2011. Prior to Cerexa, Mr. Puckett held senior finance and operations positions at Affymetrix, Inc. and AOL Inc. Mr. Puckett received an M.B.A. from the University of San Francisco and a B.A. in Accounting from Washington State University. We believe Mr. Puckett is qualified to serve on our Board of Directors because of his extensive finance, accounting and operations experience and experience in managing medical device companies. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE THREE CLASS II DIRECTOR NOMINEES LISTED ABOVE.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE This section describes key Corporate Governance Guidelines and practices that we have adopted. Complete copies of our Corporate Governance Guidelines, the charters of the committees of the Board and our Code of Ethics and Conduct, described below, can be found in the Governance section of the Investor Relations section of our website at www.procept-biorobotics.com. Alternatively, you can request a copy of any of these documents free of charge by writing to: Corporate Secretary, c/o PROCEPT BioRobotics Corporation, 150 Baytech Drive, San Jose, CA 95134. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Our directors play a critical role in guiding our strategic direction and overseeing the management of PROCEPT. The many responsibilities, risks, and the substantial time commitment of being a director require that we provide adequate compensation commensurate with our directors’ responsibilities and opportunity costs. We maintain a non-employee director compensation program (“Director Compensation Program”), pursuant to which non-employee directors are eligible to receive annual cash retainers and equity awards in the form of options or restricted stock units ("RSUs"), as described further below. Cash Compensation. Prior to April 16, 2025, we paid an annual cash retainer of $45,000 to each non-employee director and an additional annual cash retainer of $45,000 to the Chair of the Board. Effective April 16, 2025, after considering the Compensation Committee's recommendations following its review and discussions with Alpine, the Board approved increases to $50,000 for the annual cash retainer for each non-employee director and to $50,000 for the additional cash retainer for the Chair of the Board, with such increases prorated for the remainder of fiscal year 2025. Each non-employee director receives an additional retainer for service on the committees, as follows:
NON-EMPLOYEE DIRECTOR COMPENSATION
| Committee | Chair | Membership | | | Retainer | Retainer | | Audit | $20,000 | $10,000 | | Compensation | $15,000 | $7,500 | | Nominating and ESG | $10,000 | $5,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
Equity Compensation. Our non-employee directors are also eligible to receive the following equity compensation: Initial Grant: Each non-employee director who is initially elected or appointed to serve on the Board automatically shall be granted equity awards with an aggregated value of approximately $300,000, in the form of 50% RSU and 50% stock options to purchase PROCEPT’s common stock. The Board will make the initial grant on the date on which such director is appointed or elected to serve on the Board, and shall vest in substantially equal installments on each of the first, second, and third anniversary of the applicable grant date, subject to such director’s continued service through the applicable vesting date. Annual Grant: A non-employee director who is serving on the Board as of the date of the annual meeting of the Company’s stockholders each calendar year shall receive equity awards on such annual meeting date. For 2025, based on peer group and other market data provided by our compensation consultant, the Board maintained the value of approximately $180,000. For 2025, the Board granted such awards in the form of 50% RSUs and 50% stock options to purchase PROCEPT’s common stock. The RSUs and stock options granted to non-employee directors vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date, and (ii) the date of the next annual meeting following the grant date, subject to continued service through the applicable vesting date. The number of RSUs granted in each circumstance is determined based on the grant value divided by the average closing price of PROCEPT’s stock in the thirty-calendar days immediately prior to the date of grant. The number of stock options granted in each circumstance is determined based on the grant value divided by the grant date fair value of each stock option, calculated in accordance with the Black-Scholes option valuation methodology advised by our compensation consultant. The exercise price per share of each option will equal the closing trading price of a share of our common stock on the date of grant. Each RSU and stock option award granted to non-employee directors that is not assumed will vest in full upon a change of control of our Company (as defined in the 2021 Equity Incentive Award Plan (the “2021 Plan”)).
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during 2025. Mr. Wood has served as a member of our Board since April 18, 2024, and was appointed as our President and Chief Executive Officer effective as of September 2, 2025. During the year ended December 31, 2025, Mr. Wood received compensation for his service as a non-employee director prior to September 2, 2025, and does not receive additional compensation for his service as a director since his appointment as our President and Chief Executive Officer, and therefore is not included in the Director Compensation table below. All compensation paid to Mr. Wood, including any compensation for his service as a non-employee director prior to September 2, 2025 is reported below in the “Summary Compensation Table.”
Director Compensation in 2025
Director Compensation in 2025
Director Compensation in 2025
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2)(4) | Stock Awards ($) (1)(3)(4) | Total ($) | | Current Directors | | | | | | Antal Desai | 61,044 | 98,690 | 98,786 | 258,520 | | Amy Dodrill | 66,044 | 98,690 | 98,786 | 263,520 | | Mary Garrett | 58,544 | 98,690 | 98,786 | 256,020 | | Taylor Harris | 68,544 | 98,690 | 98,786 | 266,020 | | Frederic Moll, M.D. | 48,544 | 98,690 | 98,786 | 246,020 | | Elisabeth Little | 68,544 | 98,690 | 98,786 | 266,020 | | Thomas M. Prescott | 100,376 | 98,690 | 98,786 | 297,852 |
Director Compensation in 2025
(1)Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each equity award granted in 2025, computed in accordance with the provisions of FASB ASC Topic 718. (2)Represents grant date fair value calculated in accordance with ASC 718 of stock options granted to each of the non-employee directors listed in the table above. Assumptions used in the calculation of these amounts for each stock option are included in Note 8 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. (3)Represents grant date fair value calculated in accordance with ASC 718 of RSUs granted to each non-employee director listed in the table above, which was determined based on the closing trading price of our common stock on the grant date. (4)The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and RSUs held as of December 31, 2025 by each of our non-employee directors on December 31, 2025:
Director Compensation in 2025
| Name | Option Awards Outstanding at Year End | Stock Awards Outstanding at Year End | | Current Directors | | | | Antal Desai | 50,990 | 1,538 | | Amy Dodrill | 61,735 | 1,538 | | Mary Garrett | 14,367 | 1,538 | | Taylor Harris | 38,598 | 1,538 | | Frederic Moll, M.D. | 93,313 | 1,538 | | Elisabeth Little | 14,367 | 1,538 | | Thomas M. Prescott | 6,886 | 3,110 |
OTHER INFORMATION RELATED TO PROCEPT, THE DIRECTORS AND EXECUTIVE OFFICERS
OTHER INFORMATION RELATED TO PROCEPT, THE DIRECTORS AND EXECUTIVE OFFICERS
Executive Summary
Executive Summary Our executive compensation program is designed to attract and retain our NEOs, align the interests of our NEOs with the interests of our stockholders, and incentivize and reward performance that contributes to our short-term and long-term success. Generally, this is accomplished by tying a substantial portion of our NEOs’ total compensation to the achievement of meaningful pre-set, objective financial or operating goals, such as in our annual incentive program, or to our stock price, via our long-term incentive program, making it variable and thus putting it “at risk”. For 2025, the material elements of our executive compensation program were base salary, annual cash bonuses tied to corporate performance goals, and equity-based compensation in the form of stock options, performance stock units (“PSUs”), and RSUs.
2025 Executive Compensation Highlights
2025 Executive Compensation Highlights Consistent with our performance and compensation philosophy as detailed below, the Compensation Committee took the following key actions with respect to the total compensation of our NEOs for and during 2025, with details of compensation related to Mr. Wood as our new Chief Executive Officer discussed separately further below: Base Salary. Consistent with our intended approach to provide compensation competitive with our peer companies, in February 2025, the Board approved an increase of 3% to the annual base salary for Dr. Zadno and the Compensation Committee approved increases to annual base salaries for Messrs. Waters and Shiblaq and Ms. Nouri of 3%, in each case, effective March 1, 2025. Annual Bonus. Also consistent with our intent to provide compensation competitive with our peer companies, in February 2025 the Board approved the target annual bonus opportunity for Dr. Zadno at 100% of his eligible base salary, and the Compensation Committee approved the target annual bonus opportunities for each of our other NEOs, at targets of 60% of eligible base salary for Messrs. Waters and Shiblaq, and 55% of eligible base salary for Ms. Nouri, in each case, effective January 1, 2025, which were at the same level as the target annual bonus opportunities in 2024. The bonus opportunities for the foregoing NEOs were subject to our achievement of pre-established company performance goals as well as individual achievements. In January 2026, the Compensation Committee assessed the Company’s performance against the applicable metrics, considered management’s analysis of performance and other relevant factors, including our CEO’s recommendation with respect to individual achievements, and exercised its discretion to approve an overall payout level of 80% of target with respect to company performance goals for Mr. Waters and Ms. Nouri. In February 2026, the Board subsequently approved a cash bonus payout of 80% of the target for Mr. Wood. The 2025 annual bonuses were paid in March 2026. Long-Term Incentive Compensation. In 2025, we continued to annually grant long-term incentive compensation to our NEOs in the form of stock options, RSUs, and PSU awards under our 2021 Plan. To support our pay for performance philosophy, for 2025 long-term incentive compensation: •25% of the awards were in the form of stock options vesting monthly over four years, which are inherently performance based, requiring stock price appreciation beyond the stock option’s exercise price (which is set at the fair market value of our common stock as of the applicable grant date) in order to deliver value; •25% of the awards were in the form of PSUs that are eligible to be earned based on achievement against pre-established revenue and adjusted EBITDA performance goals, measured over a one-year performance period for the revenue goal and within a three-year performance period for the adjusted EBITDA goal; and •The remaining 50% of the awards were in the form of time-vested RSUs vesting as to one-fourth (1/4th) of the shares subject to the RSUs on the first anniversary of the vesting commencement date, and the remainder on each subsequent quarterly anniversary. All awards are subject to continued service with the Company. The performance goals applicable to our PSUs are designed to be rigorous, and consistent with our pay-for-performance philosophy, the most recent PSU cycle was certified at a level below target when we did not achieve the applicable performance objective, consistent with our pay-for-performance philosophy. Say-on-Pay and Stockholder Feedback. At our 2025 annual meeting of stockholders, our say-on-pay proposal was approved by over 95% of the votes cast, and we have received generally supportive feedback on our executive compensation program through our stockholder outreach. We believe this feedback reflects stockholder support for our pay-for-performance approach, and we continue to evaluate our program to maintain alignment between executive incentives and long-term stockholder value.
Compensation Related to Leadership Transition
Compensation Related to Leadership Transition New Chief Executive Officer Compensation. In setting Mr. Wood’s initial compensation package, the Compensation Committee, with input from Alpine, considered market data for chief executive officers at similarly situated public companies, the competitive market for his unique executive experience, Mr. Wood’s particular skill set and the scope of the Chief Executive Officer role, the leadership and experience that would be necessary to navigate the separation of the Chief Commercial Officer role into separate Marketing and Sales functions, and the need to align his compensation with stockholder value creation. The Compensation Committee also reviewed market data for recently appointed chief executive officer new hire packages across the medical technology industry to understand broader market dynamics as it pertains to new hire packages in addition to the information from our peers. Mr. Wood’s compensation package includes ongoing, annual components including base salary, annual cash incentive opportunity and long-term equity incentives, as well as one-time, non-recurring transition-related components intended to facilitate recruitment and offset certain compensation and equity value he forfeited in connection with leaving his prior employer, particularly given the timing of the transition late in the year. Pursuant to his employment agreement, Mr. Wood’s initial annual base salary for 2025 was $925,000 effective from his hire date on September 2, 2025, and his target annual bonus opportunity was 100% of his eligible base salary, which is subject to our achievement of pre-established company performance goals, pro-rated for 2025. In addition, Mr. Wood received the following one-time transition-related compensation: (i) a $1,700,000 sign-on bonus intended to reflect foregone bonus compensation from his prior employer and certain estimated housing and commuting expenses associated with the transition; (ii) a one-time “buy-out” RSU award with a grant value of $7,500,000 to offset certain unvested equity awards forfeited from his prior employer, which will vest as to one-fourth (1/4th) on the first anniversary of his employment commencement date and as to the remainder on each quarterly anniversary thereafter; (iii) a new-hire stock option award with a grant value of $7,500,000, which will vest as to one-fourth (1/4th) on the first anniversary of his employment commencement date and as to one-forty eighth (1/48th) on each monthly anniversary thereafter; and (iv) a new-hire PSU award with a grant value of $3,000,000 granted in March 2026 on the same terms and conditions as PSU awards granted to our other NEOs. In 2026, Mr. Wood’s ongoing compensation will consist of annual base salary, annual target bonus incentive opportunities and long-term incentive compensation that are reviewed annually and determined consistent with the Company’s regular compensation-setting process. In February 2026, the Board approved Mr. Wood's annual base salary and annual target bonus incentive opportunity for 2026 to be at the same level as in 2025. Former Chief Executive Officer Compensation. As part of the Company’s succession planning, Dr. Zadno retired from his role as President and Chief Executive Officer effective September 1, 2025, at the age of 70. To support an orderly leadership transition, Dr. Zadno agreed to remain engaged following his retirement and to provide consulting services to the Company under a Transition Consulting and Retirement Agreement for a period of up to 18 months (the “Consulting Period”). During the Consulting Period, Dr. Zadno’s outstanding equity awards continue to vest in accordance with their terms, reflecting the Company’s desire to retain continuity and access to Dr. Zadno’s experience and institutional knowledge during the transition. In addition, in recognition of Dr. Zadno’s substantial contributions and dedicated service to the Company, his support in facilitating the Company’s transition planning and to ensure a smooth transition of his duties and responsibilities, pursuant to the Transition Consulting and Retirement Agreement and consistent with the terms of his existing Change of Control and Severance Agreement, Dr. Zadno received: (i) a cash payment equal to 12 months of base salary, (ii) up to 12 months of COBRA continuation, (iii) a pro-rated target bonus for 2025, and (iv) accelerated vesting of his 2025 equity awards in accordance with the terms of a qualifying retirement, with any PSUs vesting based on actual performance as of the end of the applicable performance period.
Role of Compensation Committee
Role of Compensation Committee The Compensation Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of our NEOs, other than the Chief Executive Officer, and for the Chief Executive Officer, reviews and recommends it for approval by the Board. Our Compensation Committee has created an executive compensation program that combines cash and equity, short-term and long-term incentives as well as fixed and variable elements in the proportions that it believes achieves the compensation philosophy described above. The Compensation Committee evaluates the executive compensation program to assess alignment with desired compensation objectives, reviews practices of peer companies and ensures that the programs overall drive the desired direction of the Company in alignment with the corporate strategy and stockholder interests. It then makes any changes that would be appropriate. The factors considered by the Compensation Committee in determining the compensation of our executives, including our NEOs, for 2025 included: ▪the recommendations of our Chief Executive Officer (except with respect to his own compensation); ▪our performance against the short-term and long-term financial, operational and strategic objectives established by the Compensation Committee and our Board; ▪the need to retain executives during a critical leadership transition; ▪a review of the relevant competitive market analysis prepared by its compensation consultant and advisors; ▪historical compensation provided to our executives; and ▪the knowledge, skills, experience, qualifications, tenure and expected future contribution of the individual executive officer. Each year, the Compensation Committee obtains input from the executive team regarding the annual operating plan including the range of expected financial and operating results and the attendant risks and opportunities in order to establish the performance metrics associated with our performance based annual cash incentive plan. For each metric, the Compensation Committee approves appropriate threshold, target and maximum levels of performance designed to motivate performance without incentivizing undue risk taking. The Compensation Committee reviews progress periodically and following the end of the performance period, the Compensation Committee evaluates achievement relative to the targets to determine payouts.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee recognizes that there is value in receiving independent, objective expertise and counsel in connection with fulfilling its duties and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities. Since May 2024, the Compensation Committee engaged Alpine as its independent consultant for compensation decisions. Alpine reported directly to the Compensation Committee, which retained the sole authority to retain, direct the work of, terminate and obtain the advice of Alpine. The Compensation Committee worked with Alpine to develop our compensation philosophy and peer group, evaluate a competitive market analysis of the base salary, annual cash incentive awards and long-term incentive compensation of our executive officers compared to the compensation peer group, and review other market practices and trends. In addition, Alpine assisted with reviewing and benchmarking our non-employee director compensation and assisting on other ad hoc matters throughout the year. While the Compensation Committee took into consideration the review and recommendations of Alpine when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executive officers’ compensation. In 2025, the Compensation Committee assessed the independence of Alpine pursuant to SEC and Nasdaq rules. The Compensation Committee considered each of the factors set forth by the SEC and Nasdaq with respect to an adviser’s independence and concluded that there was no conflict, and that Alpine was independent.
Compensation Peer Group and Peer Selection Process
Compensation Peer Group and Peer Selection Process The Compensation Committee believes that obtaining relevant market data is important to determine executive compensation. Such information provides helpful context and a reference point when making compensation decisions. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other comparable peer companies. However, the Compensation Committee also recognizes the unique aspects of PROCEPT and our business that may ultimately drive compensation decisions that differ from our peers. With assistance from Alpine, the Compensation Committee developed and approved a compensation peer group to support pay decisions, including base salary and annual performance-based incentive compensation. In selecting the peer group, the Compensation Committee, in consultation with Alpine established various criteria to ensure there was a meaningful cross-section from which to benchmark executive compensation. The peer group was selected using the following criteria: •Industry: publicly traded, medical device or other life science companies with a focus on differentiated research and development business models or biotechnology companies with a medical device product focus, including companies in the healthcare equipment, healthcare services, healthcare supplies, health care technology and life sciences tools and services sectors; •Revenue: companies within a similar revenue range; •Market Capitalization: companies within a similar market capitalization range; and •Location: U.S. headquartered with a preference for companies headquartered in the San Francisco Bay Area or other talent ‘hub’ locations. In July 2024, we reevaluated our peer group consistent with the criteria listed above and anticipated for us. In consultation with Alpine, we added Certara, Inspire Medical Systems, Penumbra, RxSight and Tandem Diabetes Care; and we removed Axonics, Nevro, OrthoPediatrics, Outset Medical, Paragon 28, Revance Therapeutics, Silk Road Medical and Treace Medical Concepts from the peer group. This resulted in the following set of 17 companies included in our peer group which were used to inform decisions for 2025 executive officers’ and directors’ compensation:
Compensation Peer Group and Peer Selection Process
| AtriCure, Inc. Certara, Inc. Glaukos Corporation Guardant Health, Inc. Inari Medical, Inc. Inspire Medical Systems | iRhythm Technologies, Inc. LeMaitre Vascular, Inc. NovoCure Limited Penumbra, Inc. RxSight, Inc. Schrodinger, Inc. | STAAR Surgical Company Tandem Diabetes Care TransMedics Group, Inc. Twist Bioscience Corporation Veracyte, Inc. |
Compensation Peer Group and Peer Selection Process
The Compensation Committee reviews the peer group annually considering changes in our business as well as in those of the companies in our peer group to see if any updates are needed, while maintaining some year over year continuity in the list for comparability purposes, and used the above updated peer group for 2025 compensation decisions. The Compensation Committee subsequently reevaluated the peer group in September 2025 and made further updates to the peer group which will be used to inform 2026 compensation decisions. In addition to the selected peer groups, as discussed above, the Compensation Committee references general and specific industry surveys from other sources.
Annual Incentive Cash Compensation
Annual Incentive Cash Compensation During 2025, each of our NEOs was eligible to receive performance-based cash incentive compensation. We believe that performance-based cash incentives motivate our employees, including our NEOs, to achieve both annual and long-term goals. This approach is important to the execution of our overall business strategy which, if achieved, has the potential to enhance stockholder value. Annual bonuses are not guaranteed and may vary materially from year-to-year. Target Opportunities. Consistent with our compensation philosophy and objectives, the Compensation Committee generally sets the target incentive opportunity within the median range of annual cash incentive target pay for comparable executives at our peer groups. For 2025, based on a review of the market data, the Compensation Committee (or for our Chief Executive Officer, the Board on the recommendation of the Compensation Committee) approved maintaining our NEOs’ target incentive opportunities at the same level as in 2024 as follows:
Annual Incentive Cash Compensation
| Named Executive Officer | 2024 Target Incentive Opportunity (as a % of Base Salary) | | 2025 Target Incentive Opportunity (as a % of Base Salary) | | | Larry L. Wood | | n/a | | 100% | | Reza Zadno, Ph.D.(1) | | 100% | | 100% | | Kevin Waters | | 60% | | 60% | | Alaleh Nouri | | 55% | | 55% | | Hisham Shiblaq(2) | | 60% | | 60% |
Annual Incentive Cash Compensation
(1)In connection with Dr. Zadno's transition, he received a pro-rated target bonus for 2025, which was equal to eight-twelfths (8/12th) of his annual target bonus for 2025 at 100%. (2)Upon separation from the Company, Mr. Shiblaq ceased to be eligible for the 2025 target bonus. Performance Measures. Typically, the Compensation Committee establishes bonus opportunities pursuant to a formal cash bonus plan that measures and rewards our executives for our actual corporate performance over our fiscal year as well as individual achievements during the year. The bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses when we do not achieve these objectives. The Compensation Committee sets targets that the Compensation Committee and management deem challenging yet achievable. Under the 2025 Company Bonus Plan, the payout to our Chief Executive Officer is evaluated based 100% on achievement of corporate performance goals, and the payout to our other NEOs is evaluated based 75% on corporate performance goals and 25% on individual goals. For our NEOs other than the Chief Executive Officer, individual goals are tailored to each NEO’s position and were designed to award performance based on the individual’s contribution to the Company’s growth, financial performance, structural organization, and achievement of strategic initiatives. The establishment of the annual targets for 2025 was based on financial and strategic measures that the Compensation Committee and the Board considered important for both the short-term and long-term health of the business. For fiscal 2025, the weighting of the total measures was based 80% upon achievement of financial and operational metrics and 20% on strategic metrics. Specifically, the following metrics were established for the 2025 Company Bonus Plan:
Annual Incentive Cash Compensation
| Performance Measures | Weight | Unweighted Minimum Payout Level | Minimum Payout Achievement | Unweighted Target Payout Level | Target Payout Achievement | Unweighted Maximum Payout Level | Maximum Payout Achievement | | Revenue $ | 40% | 50.0% | $310,700,000 | 100% | $334,100,000 | 200% | $350,800,000 | | U.S. Procedures | 15% | 50.0% | 41,523 | 100% | 48,850 | 200% | 57,735 | | EBITDA | 10% | 50.0% | $(35,800,000) | 100% | $(28,600,000) | 200% | $(18,600,000) | | Gross Margin | 15% | 50.0% | 61.8% | 100% | 65.0% | 200% | 68.3% | | Strategic Goal | 20% | 50.0% | — | 100% | — | 100% | N/A |
Annual Incentive Cash Compensation
Based on the above metrics, the potential weighted minimum payout level was 50% of target, and the potential weighted maximum payout level was 180% of target. EBITDA is a financial measure that is not prepared in accordance with generally accepted accounting principles in the United States (GAAP). We define EBITDA as earnings before interest expense, taxes, depreciation, and amortization. U.S. Procedures is the aggregate of all surgical procedures performed in the United States using our robotic systems during the most recently completed fiscal year. The strategic goal above was based on operations driven cost related milestones. Payout Determination. In January 2026, the Compensation Committee reviewed and confirmed the Company’s performance against each of these objectives, and determined the resulting payout level. For 2025, the Company's revenue performance was below the minimum payout level, which would have resulted in no payout for the revenue measure under the bonus plan's pre-approved metrics. In determining the appropriate payout outcome, the Compensation Committee considered, among other factors, management’s analysis of the revenue shortfall, the Company’s performance and progress against other corporate objectives during 2025, and the request of new leadership to adjust certain priorities for the longer term benefit of the Company in contrast to the metrics under the bonus plan. Based on this holistic assessment, the Compensation Committee exercised discretion to approve an overall company performance payout level of 80% of target for 2025 (and, with respect to the Chief Executive Officer, recommended that the Board approve such payout level), and the Board approved the Chief Executive Officer’s bonus payout subsequently. The actual incentive payouts for each NEO were determined by multiplying such NEO’s eligible base salary earnings by the target incentive opportunity, and then by the overall achievement percentage. For our Chief Executive Officer, his payout percentage is based solely on achievement of the Company’s corporate performance goals. For our other NEOs, the payout percentage is based 75% on corporate performance and 25% on individual performance. The following table summarizes the 2025 compensation earned by our NEOs under the annual cash incentive program:
Annual Incentive Cash Compensation
| Named Executive Officer | Base Salary Earned | Bonus Target | Bonus Basis (Salary X Target) | Company Achievement Factor | Individual Achievement Factor | Bonus Achievement | Actual Bonus Payout | | Larry L. Wood | $304,830 | 100% | $304,830 | 80% | N/A | 80% | $243,864 | | Reza Zadno, Ph.D. | $471,306 | 100% | $471,306 | N/A | N/A | N/A | $472,000(1) | | Kevin Waters | $502,250 | 60% | $301,350 | 80% | 100% | 85% | $256,148 | | Hisham Shiblaq(2) | $335,958 | 60% | $201,575 | N/A | N/A | N/A | N/A | | Alaleh Nouri | $471,500 | 55% | $259,325 | 80% | 100% | 85% | $220,426 |
Annual Incentive Cash Compensation
(1)In connection with Dr. Zadno’s transition, he received a pro-rated target bonus for 2025 in the amount of $472,000, which was equal to eight-twelfths (8/12th) of his annual target bonus for 2025 at 100%. (2)Upon separation from the Company, Mr. Shiblaq ceased to be eligible for the 2025 target bonus.
Long-Term Incentives
Long-Term Incentives As described above, the third and largest primary component of our executive compensation program is long-term equity incentives. The Compensation Committee designed this long-term incentive opportunity to motivate executive officers to achieve multi-year strategic goals and to deliver sustained, long-term value to stockholders. Our long-term incentives create a strong link between payouts and performance and align our executive officers’ interests with the interests of our stockholders. Long-term equity incentives promote retention, as executive officers will only receive value if they remain employed by us over the required term. In addition, they foster an ownership culture among our executive officers by making executive officers stockholders with a personal stake in the value they intend to create. In fiscal 2025, we granted equity awards to our executive officers in the form of 50% RSUs, 25% PSUs and 25% stock options. The Compensation Committee determined that this mix was appropriate given the current stage of our business and balancing the various objectives of our equity compensation. Both RSUs and stock options have time-based vesting. RSUs vest as to one-fourth (1/4th) of the shares subject to the RSUs vesting on the first anniversary of the vesting commencement date, and the remainder of the shares subject to the RSUs on each subsequent quarterly anniversary. Stock options vest monthly over 4 years. PSUs may be earned over multi-year performance periods based on our actual results as measured against the targets established for such periods. 2025 PSU Grant. The PSUs granted in 2025 to our executive officers are eligible to be earned and vest (i) as to 75% of the PSUs, 50% one year after the grant date and 50% two years after the grant date, subject to the Company achieving a certain revenue goal for fiscal year 2025 that yields an achievement factor ranging from 0 to 2.0, and (ii) as to 25% of the PSUs, within three years after the grant date, 100% upon the Company’s achievement of certain adjusted EBITDA goal (positive EBITDA for over four consecutive quarters) during a three-year performance period commencing on January 1, 2025, in each case of (i) and (ii), subject to the executive not incurring a termination of service prior to such date. On each vesting date, the target number of PSUs vesting as of such date is multiplied by the applicable achievement factor to determine the number of PSUs that are earned. The achievement factors will be determined by straight-line linear interpolation between the adjacent performance levels if the relevant performance goals achieved during the performance periods are between the threshold and maximum levels. In February 2026, the Compensation Committee reviewed performance against the revenue goal for fiscal year 2025 and certified 0% achievement for the revenue goal applicable to the revenue component of the 2025 PSU grant. Therefore, no 2025 PSUs subject to achievement of the revenue goal were earned, consistent with our pay for performance philosophy. The adjusted EBITDA goal was not yet achieved as of that date and remains outstanding, subject to certification following the earlier of the achievement of the adjusted EBITDA goal or completion of the three-year performance period. 2024 PSU Grant. The PSUs granted in 2024 to our executive officers vest (i) as to 75% of the PSUs, two years after the grant date, subject to the Company achieving certain cumulative revenue goals for fiscal years 2024 and 2025 that yield an achievement factor ranging from 0 to 2.0, and (ii) as to 25% of the PSUs, three years after the grant date, subject to the Company’s achievement against relative TSR over a three-year performance period commencing on December 31, 2023 as compared to Russell 2000 Index that yield an achievement factor as set forth in the table below, in each case of (i) and (ii), subject to the employee not incurring a termination of service prior to such date. If TSR for the applicable performance period is negative, the achievement factor will not exceed 1.0. The achievement factors will be determined by straight-line linear interpolation between the adjacent performance levels if the relevant performance goals achieved during the performance periods are between the threshold and maximum levels.
Long-Term Incentives
| Achievement Factor | Relative TSR for the Performance Period | | 2.0 (Maximum) | Above 90th percentile | | 1.5 (Above Target) | 75th percentile | | 1.0 (Target) | 50th percentile | | 0.5 (Threshold) | 25th percentile | | 0 (Below Threshold) | Below 25th percentile |
Long-Term Incentives
In the event of a Change in Control (as defined in the 2021 Plan) during the three-year performance period with respect to relative TSR component, such performance period shall end on the consummation of such Change in Control and the achievement factor during such performance period shall be the greater of (i) that factor determined based on actual performance during such performance period and (ii) 1.0. In February 2026, following the end of the two-year performance period for the cumulative revenue goals applicable to the revenue component of the 2024 PSU grant, the Compensation Committee reviewed performance against the cumulative revenue goals and certified achievement at 71% of target. The relative TSR component of the 2024 PSU awards remains outstanding and will be determined and certified following the end of the three-year performance period on December 31, 2026. The Compensation Committee will continue to evaluate and select the form and mix of long-term incentive compensation that it believes best accomplishes the goals discussed above. Long-Term Incentive Values. The Compensation Committee established long-term incentive values for each of the executive officers, including the NEOs, in February 2025. In establishing the size of these long-term incentive values, the Compensation Committee intended to provide long-term incentive opportunities that generally align with market long-term incentive opportunities awarded by our peer group companies for similarly situated executives while taking into account individual performance. The Compensation Committee intends to make grants of long-term incentive awards annually. Special, one-time awards may be granted to our executive officers in certain circumstances, including, as may be necessary to attract, retain and motivate them or as recognition of an increase in the scope of an executive’s responsibilities or significant accomplishments. In February 2025, the Compensation Committee (or for our then Chief Executive Officer, the Board on the recommendation of the Compensation Committee) approved the following target annual long-term incentive award values for our NEOs, other than Mr. Wood, for 2025. Mr. Wood's long-term incentive award value was determined as part of his new-hire compensation in connection with his appointment as Chief Executive Officer in August 2025. The 2025 long-term incentive value approved for Mr. Wood was determined as part of his new hire in connection with his appointment as Chief Executive Officer in August 2025, and is discussed further under "Compensation Related to Leadership Transition - New Chief Executive Officer Compensation".
Long-Term Incentives
| Named Executive Officer | 2025 Target Long-Term Incentive Value | | Reza Zadno, Ph.D.(1) | $5,631,400 | | Kevin Waters | $2,200,000 | | Alaleh Nouri | $1,750,000 | | Hisham Shiblaq(2) | $1,500,000 |
Long-Term Incentives
(1)In connection with Dr. Zadno’s transition, vesting of his 2025 equity awards were accelerated in accordance with the terms of a qualifying retirement, with any performance stock units vesting based on actual performance as of the end of the performance period. (2)Upon Mr. Shiblaq’s separation from the Company, all of his unvested RSUs and PSUs were forfeited, all of his unexercisable stock options were cancelled, and all of his exercisable but unexercised stock options, if any, were cancelled as of December 1, 2025. For specific amounts of long-term incentive awards granted to our NEOs in 2025, see "Grants of Plan-Based Awards" below.
Equity Grant Practices
Equity Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2025, we did not grant stock options, stock appreciation rights, or similar option‐like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Severance and Other Benefits Payable Upon Termination of Employment or Change of Control
Severance and Other Benefits Payable Upon Termination of Employment or Change of Control Pursuant to their respective change of control and severance agreements, each of our executive officers is entitled to certain payments and benefits in certain termination situations or upon a change of control. See “Potential Payments Upon Termination or Change-In-Control” for more information on these payments and benefits.
Accounting Considerations
Accounting Considerations ASC Topic 718 requires us to calculate the grant date “fair value” of our stock-based awards using a variety of assumptions. ASC Topic 718 also requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, RSUs and performance units under our equity incentive award plans will be accounted for under ASC Topic 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting expense of our equity awards with our overall executive compensation philosophy and objectives.
Summary Compensation Table
Summary Compensation Table The following table discloses compensation paid by us during fiscal years 2025, 2024 and 2023 to our NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Base Salary Earned ($) | One-Time Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Larry L. Wood, President & Chief Executive Officer(6) | 2025 | 304,830 | 1,700,000 | 7,217,251 | 7,226,599 | 243,864 | 91,309 | 16,783,853 | | Reza Zadno, Ph.D., Former President & Chief Executive Officer | 2025 | 471,306 | — | 3,790,409 | 1,289,314 | 472,000 | 743,247 | 6,766,276 | | | 2024 | 671,900 | — | 4,069,082 | 1,141,244 | 639,650 | — | 6,521,876 | | | 2023 | 612,575 | — | 2,435,509 | 2,527,999 | 512,730 | — | 6,088,813 | | Kevin Waters, EVP, Chief Financial Officer | 2025 | 502,250 | — | 1,480,761 | 503,594 | 256,148 | 7,500 | 2,750,253 | | | 2024 | 482,500 | — | 1,112,019 | 311,869 | 275,600 | 6,000 | 2,187,988 | | | 2023 | 448,750 | — | 974,181 | 1,011,015 | 225,360 | 6,000 | 2,665,306 | | Hisham Shiblaq Former EVP, Chief Commercial Officer(7) | 2025 | 335,958 | | 1,009,596 | 343,372 | — | 275,814 | 1,964,740 | | | 2024 | 477,500 | — | 2,215,596 | 621,362 | 272,750 | — | 3,587,208 | | | 2023 | 430,000 | — | 974,181 | 1,011,004 | 215,950 | — | 2,631,135 | | Alaleh Nouri, EVP, Chief Legal Officer & Corporate Secretary | 2025 | 471,500 | — | 1,177,882 | 400,586 | 220,426 | 7,500 | 2,277,894 | | | 2024 | 448,750 | — | 1,533,867 | 430,164 | 234,970 | 6,000 | 2,653,751 | | | 2023 | 410,750 | — | 779,345 | 808,776 | 189,090 | 6,000 | 2,193,961 |
Summary Compensation Table
(1)The amount reported for Mr. Wood represents a one-time sign-on bonus of $1,700,000 awarded to Mr. Wood in 2025 in connection with his appointment as Chief Executive Officer, which was intended to capture his foregone bonus at his previous employer as well as certain estimated housing and commuting expenses. (2)Amounts shown in this column do not reflect dollar amounts actually received by our executive officers upon settlement of the RSUs and PSUs. Instead, these amounts reflect the aggregate grant date fair value of RSUs and PSUs (assuming the target level performance) granted in the applicable year, computed in accordance with the provisions of FASB ASC Topic 718, which was determined based on the closing trading price of our common stock on the grant date. The maximum grant date fair values of the 2025 PSUs, assuming the maximum level performance were $2,211,036, $863,777, $588,896, and $687,098, for Dr. Zadno, Messrs. Waters and Shiblaq and Ms. Nouri, respectively. In February 2026, the Compensation Committee reviewed performance against the revenue goal applicable to the 2024 PSU grant and 2025 PSU grant, and certified achievement at 71% and 0% of target, respectively, for 2024 PSU grant and 2025 PSU grant, respectively. (3)Represents the grant date fair value of stock options to purchase shares of our common stock granted in the applicable year, computed in accordance with Financial Accounting Standards Board, or FASB, ASC 718. See Note 8 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025 for a description of the assumptions used in valuing our stock options. (4)For 2025, amounts represent bonuses earned under our 2025 annual bonus plan. For Dr. Zadno, the amount represents a pro-rated target bonus for 2025, which was equal to eight-twelfths (8/12th) of his annual target bonus for 2025 at 100%. (5)Amounts reflect the following for each NEO: Mr. Wood: (i) compensation paid to him for service as a non-employee director for the portion of fiscal year 2025 prior to his appointment as President and Chief Executive Officer on September 2, 2025, including $38,816 in director fees, RSUs valued $24,729, and stock options valued at $24,681, net of the forfeiture of certain unvested director equity awards granted to him during fiscal year 2025 upon his appointment as President and Chief Executive Officer; and (ii) matching contributions made by us pursuant to our 401(k) plan; upon his appointment as Chief Executive Officer, Mr. Wood ceased to receive compensation for service as a director; Mr. Waters and Ms. Nouri: matching contributions made by us pursuant to our 401(k) plan; Dr. Zadno and Mr. Shiblaq: severance and COBRA benefits earned during fiscal year 2025. (6)Mr. Wood was not a Named Executive Officer in fiscal year 2023 or 2024. (7)Upon Mr. Shiblaq’s separation from the Company, all of his unvested RSUs and PSUs were forfeited, all of his unexercisable stock options were cancelled, and all of his exercisable but unexercised stock options, if any, were cancelled as of December 1, 2025. Therefore, Mr. Shiblaq held no outstanding RSUs, PSUs or stock options as of December 31, 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2025.
GRANTS OF PLAN-BASED AWARDS FOR 2025
GRANTS OF PLAN-BASED AWARDS FOR 2025
GRANTS OF PLAN-BASED AWARDS FOR 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(3)(4) | | Named Executive Officers | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Larry L. Wood | — | 152,415 | 304,830 | 548,694 | | — | — | — | — | — | — | — | | | 6/10/2025(7) | — | — | — | | — | — | — | 1,538 | — | — | 98,786 | | | 6/10/2025(7) | — | — | — | | — | — | — | | 2,771 | 64.23 | 98,690 | | | 9/2/2025(8) | — | — | — | | — | — | — | 182,392 | | — | 7,217,251 | | | 9/2/2025(8) | — | — | — | — | — | — | — | | 319,618 | 39.57 | 7,226,599 | | Reza Zadno, Ph.D. | — | — | — | — | | — | — | — | — | — | — | — | | | 3/3/2025(5) | — | — | — | | 13,031 | 20,849 | 36,486 | 41,699 | — | — | 3,790,409 | | | 3/3/2025(6) | — | — | — | | — | — | — | — | 36,831 | 60.60 | 1,289,314 | | Kevin Waters | — | 150,675 | 301,350 | 542,430 | | — | — | — | | — | — | — | | | 3/3/2025(5) | — | — | — | | 5,091 | 8,145 | 14,254 | 16,290 | — | — | 1,480,761 | | | 3/3/2025(6) | — | — | — | | — | — | — | — | 14,388 | 60.60 | 503,594 | | Hisham Shiblaq | — | — | — | — | | — | — | — | — | — | — | — | | | 3/3/2025(5) | — | — | — | | 3,471 | 5,553 | 9,718 | 11,107 | — | — | 1,009,596 | | | 3/3/2025(6) | — | — | — | | — | — | — | — | 9,810 | 60.60 | 343,372 | | Alaleh Nouri | — | 129,663 | 259,325 | 466,785 | | — | — | — | — | — | — | — | | | 3/3/2025(5) | — | — | — | | 4,049 | 6,479 | 11,338 | 12,958 | — | — | 1,177,882 | | | 3/3/2025(6) | — | — | — | | — | — | — | — | 11,445 | 60.60 | 400,586 |
GRANTS OF PLAN-BASED AWARDS FOR 2025
(1)Amounts represent threshold, target, and maximum bonus incentive opportunities calculated based on 2025 earned eligible base salary of each NEO. (2)Amounts represent threshold, target, and maximum opportunities for the PSUs granted to our NEOs in 2025. 75% of the PSUs are earned and vest, two years after grant, subject to achievement against predetermined revenue goals, and 25% of the PSUs are earned and vest, three years after grant, subject to achievement against certain adjusted EBITDA goal that can be achieved over a three-year performance period. (3)Amounts shown in this column do not reflect dollar amounts actually received by our executive officers. Instead, these amounts reflect the aggregate grant date fair value of RSUs and PSUs (assuming the target level performance) granted in the applicable year, computed in accordance with the provisions of FASB ASC Topic 718, which was determined based on the closing trading price of our common stock on the grant date. (4)Amounts shown in this column reflect the grant date fair value of stock options to purchase shares of our common stock computed in accordance with Financial Accounting Standards Board, or FASB, ASC 718. See Note 8 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025 for a description of the assumptions used in valuing our stock options. (5)Consist of RSUs and PSUs granted under the 2021 Plan. 25% of the RSUs will vest on the first anniversary of the vesting commencement date of March 5, 2025, with the remainder vesting quarterly thereafter. 75% of the PSUs are eligible to be earned based on achievement against predetermined revenue goals and, to the extent earned, vest 50% one year after the grant date and 50% two years after the grant date. 25% of the PSUs are eligible to be earned and vest upon achievement against certain adjusted EBITDA goals. (6)Consist of stock options granted under the 2021 Plan. These options vest and become exercisable with respect to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date of March 5, 2025. (7)Represents the number of options and RSUs underlying the annual director award granted to Mr. Wood prior to his appointment as Chief Executive Officer on September 2, 2025. Mr. Wood forfeited a portion of the award in connection with his CEO appointment, see the Outstanding Equity Awards at Fiscal Year End table. (8)Represents the number of options and RSUs underlying the new-hire awards granted to Mr. Wood in connection with his appointment as Chief Executive Officer. 25% of these options will vest and become exercisable on the first anniversary of his employment commencement date, and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter. 25% of the RSUs will vest on the first anniversary of his employment commencement date, and as to 1/12th of the remainder on each three-month anniversary date thereafter.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning the number of shares of common stock underlying outstanding equity incentive plan awards for the executive officers named in the Summary Compensation Table as of the end of our fiscal year ended December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| | | Option Awards | | | | Stock Awards | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Numbers of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($)(1) | Numbers of Unearned Units of Stock That Have Not Vested (#) | Market Value of Unearned Number of Units of Stock That Have Not Vested ($)(1) | | Larry L. Wood | 4/18/2024(2) | 1,761 | 734 | 51.08 | 4/17/2034 | — | — | — | — | | | 6/4/2024(3) | 2,526 | — | 65.37 | 6/3/2034 | — | — | — | — | | | 6/10/2025(3) | 693 | — | 64.23 | 6/10/2035 | — | — | — | — | | | 9/2/2025(4) | — | 319,618 | 39.57 | 9/1/2035 | — | — | — | — | | | 9/2/2025(4) | — | — | — | — | 182,392 | 5,738,052 | — | — | | Reza Zadno, Ph.D. | 2/1/2020(5) | 961,148 | — | 4.37 | 2/19/2030 | — | — | — | — | | | 8/10/2020(6) | 254,477 | — | 5.18 | 8/9/2030 | — | — | — | — | | | 6/22/2021(6) | 158,871 | — | 7.27 | 6/22/2031 | — | — | — | — | | | 3/15/2022(9) | 74,610 | 4,974 | 34.99 | 3/30/2032 | — | — | — | — | | | 3/15/2022(10) | — | — | — | — | 9,828 | 309,189 | — | — | | | 3/5/2023(9) | 82,040 | 37,292 | 37.02 | 2/15/2033 | — | — | — | — | | | 3/5/2023(10) | — | — | — | — | 32,895 | 1,034,877 | — | — | | | 3/6/2024(9) | 18,511 | 23,800 | 47.17 | 3/6/2034 | — | — | — | — | | | 3/6/2024(10) | — | — | — | — | 36,432 | 1,146,151 | — | — | | | 3/6/2024(11) | — | — | — | — | — | — | 24,287 | 764,069 | | | 3/3/2025(9) | 36,831 | — | 60.60 | 3/2/2035 | — | — | — | — | | | 3/3/2025(14) | — | — | — | — | — | — | 5,212 | 163,970 | | Kevin Waters | 3/25/2019(8) | 119,450 | — | 4.56 | 4/4/2029 | — | — | — | — | | | 12/12/2019(7) | 19,160 | — | 4.56 | 12/11/2029 | — | — | — | — | | | 8/10/2020(6) | 70,219 | — | 5.18 | 8/9/2030 | — | — | — | — | | | 6/22/2021(6) | 86,315 | — | 7.27 | 6/22/2031 | — | — | — | — | | | 3/15/2022(9) | 15,018 | 1,002 | 34.99 | 3/30/2032 | — | — | — | — | | | 3/15/2022(10) | — | — | — | — | 1,979 | 62,259 | — | — | | | 3/5/2023(9) | 32,815 | 14,917 | 37.02 | 2/15/2033 | — | — | — | — | | | 3/5/2023(10) | — | — | — | — | 13,158 | 413,951 | | | | | 3/6/2024(9) | 5,058 | 6,505 | 47.17 | 3/6/2034 | — | — | — | — | | | 3/6/2024(10) | — | — | — | — | 9,957 | 313,247 | — | — | | | 3/6/2024(11) | — | — | — | — | — | — | 6,637 | 208,800 | | | 3/3/2025(9) | 2,697 | 11,691 | 60.6 | 3/2/2035 | — | — | — | — | | | 3/3/2025(13) | — | — | — | — | 16,290 | 512,483 | — | — | | | 3/3/2025(14) | — | — | — | — | — | — | 2,036 | 64,053 | | Alaleh Nouri | 7/9/2018(5) | 54,452 | — | 4.52 | 9/27/2028 | — | — | — | — | | | 12/12/2019(7) | 12,230 | — | 4.56 | 12/11/2029 | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
| 8/10/2020(6) | 16,160 | — | 5.18 | 8/9/2030 | — | — | — | — | | 6/22/2021(12) | 21,056 | — | 7.27 | 6/22/2031 | — | — | — | — | | 3/15/2022(9) | 2,297 | 431 | 34.99 | 3/30/2032 | — | — | — | — | | 3/15/2022(10) | — | — | — | — | 851 | 26,772 | — | — | | 3/5/2023(9) | 14,160 | 11,934 | 37.02 | 2/15/2033 | — | — | — | — | | 3/5/2023(10) | — | — | — | — | 10,526 | 331,148 | — | — | | 3/6/2024(9) | 6,977 | 8,972 | 47.17 | 3/6/2034 | — | — | — | — | | 3/6/2024(10) | — | — | — | — | 13,734 | 432,072 | — | — | | 3/6/2024(11) | — | — | — | — | — | — | 9,155 | 288,016 | | 3/3/2025(9) | 2,145 | 9,300 | 60.6 | 3/2/2035 | — | — | — | — | | 3/3/2025(13) | — | — | — | — | 12,958 | 407,659 | — | — | | 3/3/2025(14) | — | — | — | — | — | — | 1,620 | 50,965 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END
(1)The market value of the RSUs and the PSUs that have not vested is calculated by multiplying the closing trading price of our common stock on December 31, 2025 ($31.46) by the number of RSUs outstanding under the award and, with respect to PSUs, the number of PSUs deemed earned as of December 31, 2025. For the 2025 PSUs, the number of shares deemed earned reflects 0% payout for the revenue component, as certified by the Compensation Committee in February 2026, and assumes target performance level for the adjusted EBITDA component, which remains outstanding as of December 31, 2025. (2)Consist of stock options granted under the 2021 Plan as part of the new director award. These options vest and become exercisable with respect to 33% of the shares subject to the option on each annual anniversary of the vesting commencement date. (3)Consist of stock options granted under the 2021 Plan as part of the annual director award. 100% of the options will vest on the first anniversary of the vesting commencement date. (4)Consist of stock options and RSUs granted under the 2021 Plan. 25% of these options will vest and become exercisable on the first anniversary of his employment commencement date, and as to 1/48th of the shares subject to the option on each monthly anniversary thereafter. 25% of the RSUs will vest on the first anniversary of his employment commencement date, and as to 1/12th of the remainder on each three-month anniversary date thereafter. (5)Consist of stock options granted under the Amended & Restated 2008 Equity Incentive Plan (the "2008 Plan"). These options vest and become exercisable as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the shares each month thereafter. (6)Consist of stock options granted under the 2008 Plan. These options vest and becomes exercisable as to 6/48th of the shares subject to the option on the six month anniversary of the vesting commencement date and as to 1/48th each month thereafter. (7)Consist of stock options granted under the 2008 Plan. These options vest and become exercisable with respect to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date. (8)Consist of stock options granted under the 2008 Plan. This option vests and becomes exercisable as to 10/46th of the shares subject to the option on the ten-month anniversary of the vesting commencement date and as to 1/46th each month thereafter. (9)Consist of stock options granted under the 2021 Plan. These options vest and become exercisable with respect to 1/48th of the shares subject to the option on each monthly anniversary of the vesting commencement date. (10)Consist of RSUs granted under the 2021 Plan. 1/4th of the RSUs will vest on each anniversary of the vesting commencement date. (11)Consist of the target number of PSUs granted under the 2021 Plan. 75% of the PSUs are earned and vest, two years after the grant date, subject to achievement against predetermined revenue goals, and 25% of the PSUs are earned and vest, three years after the grant date, subject to achievement against relative TSR goals. (12)Consist of stock options granted under the 2008 Plan. These options vest and become exercisable as to 25% of the shares subject to the option on the six month anniversary of the vesting commencement date and as to 1/48th of the shares each month thereafter. (13)Consist of RSUs granted under the 2021 Plan. The RSUs will vest as to 1/4th of the shares subject to the RSUs on the first anniversary of the vesting commencement date, and the remainder of the shares subject to the RSUs on each subsequent quarterly anniversary over three years thereafter. (14)Consist of the target number of the adjusted EBITDA component of PSUs granted under the 2021 Plan. 75% of the 2025 PSUs were subject to achievement against predetermined revenue goal, and 25% of the PSUs are earned and vest, within three years after the grant date, subject to achievement against certain adjusted EBITDA goals. In February 2026, the Compensation Committee certified 0% achievement for the revenue goal and therefore 0% payout for the revenue component of 2025 PSUs. Accordingly, none of the PSUs subject to the revenue component were earned. The adjusted EBITDA component of the 2025 PSUs remains outstanding as of December 31, 2025.
Option Exercises and Stock Vested During Fiscal Year 2025
Option Exercises and Stock Vested During Fiscal Year 2025 The following table sets forth information regarding options exercised, and the number of shares of common stock acquired upon the vesting of RSUs, in each case, by our NEOs for the fiscal year ending December 31, 2025.
Option Exercises and Stock Vested During Fiscal Year 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) | | Larry L. Wood | — | $— | 3,793 | $204,355 | | Reza Zadno, Ph.D. | 13,759 | $630,850 | 80,117 | $4,041,925 | | Kevin Waters | — | $— | 11,875 | $743,934 | | Hisham Shiblaq | 268,921 | $7,677,919 | 14,169 | $893,645 | | Alaleh Nouri | 11,000 | $391,600 | 10,691 | $673,795 |
Option Exercises and Stock Vested During Fiscal Year 2025
(1)Values were determined based on the difference between the closing trading price of our shares on the date of exercise and the exercise price of the options. (2)Values were determined based on the closing trading price of our shares on the date of vesting.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control We are party to change of control and severance agreements with each of our executive officers, the terms of which are described below. The severance payments and benefits described below are subject to the executive’s timely execution and non-revocation of a release of claims in our favor. Change of Control and Severance Agreement with Larry L. Wood: The agreement provides that, if Mr. Wood’s employment is terminated by us without “cause” or by the executive for “good reason” within 3 months prior to, or within 12 months following a “change of control” (each, as defined in the executive’s change of control and severance agreement), he will receive the following severance payments and benefits: (i) an amount equal to 3 times the sum of his base salary and target annual bonus; (ii) COBRA continuation payments for up to 36 months; and (iii) 100% accelerated vesting and exercisability of all outstanding unvested equity awards then held by him, with attainment of performance conditions under PSUs determined at not less than target performance. If Mr. Wood’s employment is terminated by us without “cause” or by the executive for “good reason” outside of the change of control period described above, he will receive the following severance payments and benefits: (i) a lump sum payment in the amount equal to 1.5 times his base salary; (ii) COBRA continuation payments for up to 18 months; and (iii) accelerated vesting of the unvested portion of his “buy-out” RSU award as of the date of termination. Transition Consulting and Retirement Agreement with Reza Zadno, Ph. D.: In accordance with the Transition Consulting and Retirement Agreement with Dr. Zadno, Dr. Zadno was entitled to a payment of $1,215,247 which consisted of (i) a lump sum payment of 12 months of his base salary in the amount of $708,000, (ii) a lump sum payment of pro-rated target bonus for fiscal year 2025 (assuming achievement of performance goals at 100%) in the amount of $472,000, and (iii) cash payments in lieu of COBRA premiums for 12 months with a value of $35,247. The vesting of his 2025 equity awards were also accelerated in accordance with the terms of a qualifying retirement, with any performance stock units vesting based on actual performance as of the end of the performance period. Dr. Zadno’s 2025 equity awards had a value of $1,884,425, calculated based on the number of unvested RSUs and the number of PSUs earned assuming 0% achievement for the revenue component and target performance for the Adjusted EBITDA component, as applicable, multiplied by $40.17, the closing price for a share of our common stock on the Nasdaq Global Market on the last trading day immediately preceding his separation date. Change of Control and Severance Agreement with Kevin Waters: The agreement provides that if Mr. Waters’ employment is terminated by us without “cause” or by the executive for “good reason” within 3 months prior to, or within 12 months following a “change of control,” the executive will receive the following severance payments and benefits: (i) continued payments of base salary for 18 months; (ii) payment of 150% of the executive’s target annual cash bonus for the year in which his termination occurs; (iii) 100% accelerated vesting and exercisability of all outstanding unvested stock awards then held by him, with attainment of performance conditions under PSUs determined at not less than target performance; and (iv) COBRA continuation payments for up to 18 months. In addition, outstanding stock options will remain outstanding and exercisable for the earlier of 12 months following the separation date or the original expiration date of the stock option. If Mr. Waters’ employment is terminated by us without “cause” or by the executive for “good reason” outside of the change of control period described above, he will receive (i) continued payment of base salary for 12 months; and (ii) COBRA continuation payments for up to 12 months. Change of Control and Severance Agreement with Hisham Shiblaq: On August 4, 2025, we eliminated the position of Chief Commercial Officer, and Mr. Shiblaq separated from the Company effective September 1, 2025. In connection with his separation, which constituted a termination without “cause”, and in accordance with his Change of Control and Severance Agreement, Mr. Shiblaq was entitled to a payment of $252,350 which consisted of continued payment of base salary for 6 months and COBRA continuation payments for up to 6 months. Change of Control and Severance Agreement with Alaleh Nouri: The agreement provides that if Ms. Nouri’s employment is terminated by us without “cause” or by the executive for “good reason” within 3 months prior to, or within 12 months following a “change of control,” the executive will receive the following severance payments and benefits: (i) continued payments of base salary for 12 months; (ii) payment of 100% of the executive’s target annual cash bonus for the year in which her termination occurs; (iii) 100% accelerated vesting and exercisability of all outstanding unvested stock awards then held by her, with attainment of performance conditions under PSUs determined at not less than target performance; and (iv) COBRA continuation payments for up to 12 months. In addition, outstanding stock options will remain outstanding and exercisable for the earlier of 12 months following the separation date and the original expiration date of the stock option. If Ms. Nouri’s employment is terminated by us without “cause” or by the executive for “good reason” outside of the change of control period described above, she will receive (i) continued payment of base salary for 12 months; and (ii) COBRA continuation payments for up to 12 months. 2008 Plan and 2021 Plan: Under the terms of the 2008 Plan and the 2021 Plan, the vesting of unvested equity awards will accelerate on a change of control, if the awards are not assumed or substituted by the acquiring company. In the event of a change of control during the performance periods with respect to the PSUs, the performance periods shall end on the consummation of the change of control and each achievement factor for determining the number of PSUs earned shall be the greater of (i) that factor determined based on actual performance during the applicable performance period and (ii) 1.0. In addition, beginning for grants made in 2025 to our executive officers, including our NEOs, upon attainment of age 65 and five consecutive years of service and subject to the participant providing the Company with at least six months’ advance notice, any RSUs and PSUs will accelerate vesting, provided that PSUs that remain subject to attainment of performance goals remain outstanding and vest as of the end of the performance period based on the actual attainment of the goals. None of our current NEOs are retirement eligible.
Summary of Potential Payments
Summary of Potential Payments The following table summarizes the payments and other benefits that would be provided to our NEOs upon the occurrence of certain qualifying terminations of employment or a change of control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued during employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change of control assumed or substituted awards for any outstanding awards under the 2008 Plan and 2021 Plan:
Summary of Potential Payments
| Name and Event | Cash Severance ($)(1) | Stock Option Acceleration ($)(2) | Restricted Stock Unit Acceleration ($)(2) | COBRA Premiums ($)(3) | Total ($) | | Larry L. Wood | | | | | | | Termination Without Cause / For Good Reason with a Change of Control | 5,550,000 | — | 5,738,052 | 42,929 | 11,330,982 | | Termination Without Cause / For Good Reason without a Change of Control | 1,387,500 | — | 5,738,052 | 21,464 | 7,147,016 | | Kevin Waters | | | | | | | Termination Without Cause / For Good Reason with a Change of Control | 1,211,280 | — | 1,254,499 | 66,453 | 2,532,232 | | Termination Without Cause / For Good Reason without a Change of Control | 504,700 | — | — | 44,302 | 549,002 | | Alaleh Nouri | | | | | | | Termination Without Cause / For Good Reason with a Change of Control | 734,390 | — | 1,281,838 | 14418 | 2,030,646 | | Termination Without Cause / For Good Reason without a Change of Control | 473,800 | — | — | 14,418 | 488,218 |
Summary of Potential Payments
(1)In the case of a qualifying termination of employment in connection with a change of control, represents severance payments of the executive officer’s annual base salary for 36 months (for Mr. Wood), 18 months (for Mr. Waters) or 12 months (for Ms. Nouri) plus a single payment of 300% (for Mr. Wood), 150% (Mr. Waters) or 100% (for Ms. Nouri) of the executive’s annual target bonus. In the case of a qualifying termination of employment not in connection with a change of control, represents severance payments of the executive officer’s annual base salary for 18 months (for Mr. Wood) or 12 months (for Mr. Waters and Ms. Nouri). (2)The value of the accelerated stock options is calculated based on the number of shares of our common stock subject to accelerated unvested stock options multiplied by the difference, if greater than zero, between $31.46, the closing price for a share of our common stock on the Nasdaq Global Market on December 31, 2025, and the per share exercise price. The value of the accelerated RSUs and PSUs is calculated based on the number of unvested RSUs and the number of PSUs earned assuming the target performance level, as applicable, multiplied by $31.46, the closing price for a share of our common stock on the Nasdaq Global Market on December 31, 2025. (3)In the case of a qualifying termination of employment in connection with a change of control, represents payment for the cost of the executive officer’s premiums for health continuation coverage under COBRA for a period of up to 36 months (for Mr. Wood), up to 18 months (for Mr. Waters) or up to 12 months (for Ms. Nouri). In the case of a qualifying termination of employment not in connection with a change of control, represents payments for the cost of the executive officer’s premiums for health continuation coverage under COBRA for a period of up to 18 months (for Mr. Wood) or up to 12 months (for Mr. Waters and Ms. Nouri).
Chief Executive Officer Pay Ratio Disclosure
Chief Executive Officer Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following presents information regarding the relationship of the median of the annual total compensation of our employees, other than our Chief Executive Officer, to the combined annual total compensation of Mr. Wood and Dr. Zadno, who served as our Chief Executive Officer for different portions of fiscal year 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth additional information concerning the compensation of our Principal Executive Officer ("PEO") and our other NEOs for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, and our financial and TSR performance for each such fiscal year. The amounts shown below for compensation actually paid do not represent the value of cash and shares of the Company’s common stock received by our PEO and other NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards based on the value of our common stock. As a result of the calculation methodology required by the SEC, compensation actually paid amounts below differ from compensation actually earned, realized or received by the individuals.
PAY VERSUS PERFORMANCE
| | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Wood(1) | | Compensation Actually Paid to PEO for Wood (2)(5) | Summary Compensation Table Total for Zadno(1) | Compensation Actually Paid to PEO for Zadno (2)(5) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Company Total Shareholder Return ($)(3) | Peer Group Index Total Shareholder Return ($)(3) | Net Income ($)(in ’000s) | Revenue ($)(in ’000s)(4) | | 2025 | 16,783,853 | | 13,074,110 | 6,766,276 | (7,586,117) | 2,330,962 | (4,004,469) | 75.01 | 104.63 | (95,572) | 308,054 | | 2024 | — | — | — | 6,521,876 | 17,834,849 | 2,809,649 | 6,743,619 | 191.99 | 96.62 | (91,413) | 224,498 | | 2023 | — | — | — | 6,088,813 | 2,287,700 | 2,492,801 | 2,141,189 | 99.93 | 87.09 | (105,897) | 136,191 | | 2022 | — | — | — | 4,131,452 | 19,431,486 | 1,109,242 | 3,438,128 | 99.05 | 79.87 | (87,154) | 75,014 | | 2021 | — | — | — | 1,374,745 | 23,117,713 | 834,610 | 5,787,293 | 59.63 | 98.43 | (59,853) | 34,473 |
PAY VERSUS PERFORMANCE
(1)Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Mr. Wood, our PEO since September 2, 2025, for fiscal year 2025, and for Dr. Zadno, our PEO until September 1, 2025, for each fiscal year reported, and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:
PAY VERSUS PERFORMANCE
| Year | PEO | Non-PEO NEOs | | 2025 | Larry L. Wood, Reza Zadno, Ph.D | Kevin Waters, Hisham Shiblaq, and Alaleh Nouri | | 2024 | Reza Zadno, Ph.D | Kevin Waters, Hisham Shiblaq, and Alaleh Nouri | | 2023 | Reza Zadno, Ph.D | Kevin Waters, Hisham Shiblaq, and Alaleh Nouri | | 2022 | Reza Zadno, Ph.D | Kevin Waters, Hisham Shiblaq, and Alaleh Nouri | | 2021 | Reza Zadno, Ph.D | Kevin Waters and Hisham Shiblaq |
PAY VERSUS PERFORMANCE
(2)Amounts reported in these columns represent compensation actually paid (calculated in accordance with SEC rules) to Mr. Wood and Dr. Zadno for each year and average of the compensation actually paid to the remaining NEOs and reflects the following adjustments from total compensation reported in the Summary Compensation Table:
PAY VERSUS PERFORMANCE
| | 2025 | | | | Adjustments | Wood ($) | Zadno ($) | Average Non-PEO NEOs ($) | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (14,443,850) | (5,079,723) | (1,638,597) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 11,211,271 | 655,910 | 833,613 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 15,234 | 1,650,029 | 1,104 | | Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (5) | (200,590) | (7,832,782) | (2,532,186) | | Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (291,808) | (3,745,827) | (1,066,599) |
PAY VERSUS PERFORMANCE
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | (1,932,766) | | TOTAL ADJUSTMENTS | (3,709,743) | (14,352,393) | (6,335,431) |
PAY VERSUS PERFORMANCE
The fair value valuation adjustments outlined above to calculate the compensation actually paid included assumptions that differed from those used in the Company’s grant date fair value calculations. For stock options, the fair value is measured using Black-Scholes option pricing model as of each measurement date including updated assumptions based on an analysis of the historical volatility of a peer group of publicly traded companies, the expected term for options that are expected to remain outstanding based on the simplified method, the measurement date stock price, and the risk-free interest rate based on U.S. Treasury yield for zero-coupon U.S. Treasury notes. For RSUs, the fair value is measured based on the closing fair market value of the Company’s common stock as of each measurement date. For PSUs, the fair value is measured based on the closing fair market value of the Company’s common stock as of each measurement date assuming the target performance level. (3)Assumes $100 invested on September 15, 2021, the closing price on the first day of trading of our common stock, including reinvestment of dividends. Peer Group Index Total Shareholder Return represents the cumulative Total Shareholder Return of the S&P Health Care Equipment Index. (4)The Company selected Revenue as the Company-Selected Measure due to it being an important financial measure that helps link Compensation Actually Paid to the Company’s executive officers for the most recently completed fiscal year. Specifically, Revenue is the largest component of the formula to determine annual incentive cash compensation. (5)Reflects the adjustments calculated in accordance with the methodology above to the value of options granted prior to our initial public offering in September 2021.
Description of Relationship Between PEO and Average Non-PEO Compensation Actually Paid and Our TSR
Description of Relationship Between PEO and Average Non-PEO 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 executive officers, each as set forth in the chart below, and our cumulative TSR over the four-year period from 2021 through 2025.
Description of Relationship Between PEO and Average Non-PEO Compensation Actually Paid and Our Net Income
Description of Relationship Between PEO and Average Non-PEO Compensation Actually Paid and Our Net Income The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other executive officers, each as set forth in the chart below, and our net income over the four-year period from 2021 through 2025.
Description of Relationship Between PEO and Average Non-PEO Compensation Actually Paid and Our Revenue
Description of Relationship Between PEO and Average Non-PEO Compensation Actually Paid and Our Revenue The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our other executive officers, each as set forth in the chart below, and our revenue over the four-year period from 2021 through 2025.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe the following performance measures represent the most important performance measures used by us to link compensation actually paid to our NEOs for 2025: a.Revenue b.Adjusted EBITDA c.US procedures completed using our robotic systems For additional details regarding our performance measures, please see the subsection titled “Annual Cash Incentive Program” in our "Executive Compensation - Compensation Discussion and Analysis" section elsewhere in this Proxy Statement.