INTUITIVE SURGICAL INC (ISRG)
Sector: Health Care
2026 Annual Meeting Analysis
INTUITIVE SURGICAL INC · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2011 with strong technology leadership credentials; ISRG's 3-year TSR of +106.6% outperforms the peer median by +116.4pp, far exceeding the 50pp trigger threshold for companies with strong positive TSR, so no TSR flag applies; holds 2 outside public board seats, within the 4-seat limit.
Director since 2020 with relevant life sciences technology and cybersecurity experience; no overboarding (0 outside public company seats listed); TSR trigger does not apply given ISRG's strong outperformance of peer median.
Director since 2024 — joined within the past 24 months and is therefore exempt from the TSR trigger; designated audit committee financial expert with strong CFO and Big 4 accounting background; holds 2 outside public board seats, within limits.
Executive Chair and long-tenured company founder-executive; ISRG's 3-year TSR of +106.6% outperforms peer median by +116.4pp, well above the 50pp trigger threshold, so the TSR trigger does not apply; serves on 1 outside public company board (Illumina), within limits.
Director since 2023 — tenure is between 24 and 36 months, so the TSR trigger is applied proportionally but does not result in a No vote given ISRG's strong peer outperformance; relevant medical device digital and cybersecurity expertise; holds 1 outside public board seat.
Director since 2019 with deep surgical and clinical expertise highly relevant to ISRG's core business; TSR trigger does not apply given strong peer outperformance; no overboarding concerns (0 current public company directorships).
Director since 2016 with 25+ years of pharmaceutical and biotech operational leadership; TSR trigger does not apply; holds 1 outside public board seat, within limits.
Director since 2017 with extensive global technology marketing and strategy experience; TSR trigger does not apply given ISRG's strong peer outperformance; holds 1 outside public board seat.
Director since 2021 with strong healthcare executive credentials including direct experience overseeing robotic surgery facilities; TSR trigger does not apply; no overboarding concerns (0 current public company directorships).
CEO and director since 2024 — joined the board within the past 24 months and is therefore exempt from the TSR trigger; brings nearly 30 years of deep ISRG operational experience and is newly appointed CEO as of July 2025.
All 10 director nominees pass policy screens. ISRG's 3-year TSR of +106.6% outperforms the company-disclosed peer group median by +116.4 percentage points — well above the 50pp threshold required to trigger a No vote for a company with strong positive absolute TSR. No directors are overboarded, all committee members are independent, attendance was 100% for all incumbent directors, and the board discloses a skills matrix. Two directors (Lewis Chew, joined 2024; David Rosa, joined 2024) are exempt from the TSR trigger under the 24-month new-director exemption. The full slate receives a FOR recommendation.
Say on Pay
✓ FORCEO
David J. Rosa
Total Comp
$20,997,480
Prior Support
93%%
The CEO's reported total compensation of approximately $21.0 million reflects a mid-year promotion from President to CEO in July 2025, which inflates the single-year figure; the pay level is consistent with a large-cap healthcare technology company of ISRG's scale and complexity. Pay structure is strong: the vast majority of compensation is variable and performance-linked, with a 50/50 mix of time-vesting stock awards and performance stock awards (which only pay out if multi-year procedure growth and operating margin targets are met), and cash bonus tied to adjusted operating income and strategic goals that funded at 115.2% against genuine stretch targets. Prior Say on Pay received 93% support in 2025, indicating broad shareholder approval, and ISRG's 3-year TSR of +106.6% substantially outperforms peers, confirming that above-benchmark incentive pay is aligned with the shareholder experience.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for a $167.7B market cap company. Auditor tenure was not disclosed in the filing materials provided, so per policy the tenure trigger cannot fire and a FOR vote is warranted — the absence of tenure disclosure is noted as a minor negative. Fee data was referenced in the proxy table of contents but the actual fee figures were not included in the extracted text, so the non-audit fee ratio test cannot be calculated; absent confirmed data triggering a No vote, the default FOR recommendation applies.
Actual Vote Results
8-K filed May 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| David J. Rosa | 99.7% | 282.2M | 736,120 | ✓ Elected |
| Keith R. Leonard, Jr. | 99.5% | 281.6M | 1.3M | ✓ Elected |
| Amy L. Ladd, M.D. | 99.5% | 281.5M | 1.4M | ✓ Elected |
| Lewis Chew | 99.1% | 280.3M | 2.6M | ✓ Elected |
| Sreelakshmi Kolli | 98.9% | 279.7M | 3.1M | ✓ Elected |
| Joseph C. Beery | 98.7% | 279.3M | 3.7M | ✓ Elected |
| Jami Dover Nachtsheim | 98.3% | 278.1M | 4.7M | ✓ Elected |
| Monica P. Reed, M.D. | 97.8% | 276.9M | 6.1M | ✓ Elected |
| Gary S. Guthart, Ph.D. | 97.4% | 275.5M | 7.3M | ✓ Elected |
| Craig H. Barratt, Ph.D. | 96.6% | 273.2M | 9.6M | ✓ Elected |
Say on Pay
For 265.0M · Against 17.0M · Abstain 1.1M
Auditor Ratification
For 308.8M · Against 4.1M · Abstain 294,063
Other Proposals
Proposal 4
To approve the amendment and restatement of the Company's Amended and Restated 2010 Incentive Award Plan
Overall Assessment
ISRG's 2026 annual meeting ballot is straightforward with no significant governance concerns. The company has delivered exceptional shareholder returns — up 107% over three years versus a peer group median of -10% — and its executive pay program is well-structured with a majority of compensation tied to multi-year performance goals. All 10 director nominees, auditor ratification, and Say on Pay receive FOR recommendations; the equity plan amendment is not evaluated under the current policy version.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing