Our board of directors’ most important responsibility is exercising their business judgment in the best interests of both the company and our stockholders. The board reviews our long-term strategy, discusses and assesses any risk exposures and how to best manage them, and evaluates our holistic performance, including economic, environmental, and social factors.
We value inclusion and diversity at all levels of the organization, within and across our employee base, leaders, and board of directors. Our board of directors comprises leaders with broad and diverse experience in different arenas, including management of large global entities, technology and innovation leadership, and healthcare experience, both from the clinician/surgical perspective and as a healthcare leader. When evaluating our board’s composition and future membership, we consider candidates who bring deep knowledge and experience in their fields, possess unique and business-critical skills, and can provide diverse perspectives regarding business experience, professional expertise, gender, and racial/ethnic background.
Maintaining a mix of backgrounds and experience in our board composition is vital, so that we are able to understand, meet, and reflect the needs of our diverse stakeholders. Currently, five of our 12 board members (42%) are women. We have six members (50%) who self-identify as Hispanic, Middle Eastern/Asian, and/or African American.
Except for Chief Executive Officer, Gary Guthart, and President, David Rosa, all Intuitive directors are independent as required by the NASDAQ Stock Market listing standards.
The Governance and Nominating Committee is responsible for matters relating to the corporate governance of Intuitive and the nomination of the members of the board, the lead director (if applicable), and committees thereof. In addition, the Governance and Nominating Committee reviews and assesses our performance on environmental and sustainability matters. Each year, management reports to the Governance and Nominating Committee on sustainability priorities, progress, and future goals and objectives.
The Audit Committee assists the entire board in its general oversight of our financial reporting, internal controls, and audit functions. It is directly responsible for the appointment, compensation, and oversight of the work of our independent registered public accounting firm. In addition, it discusses policies concerning financial and cybersecurity risk assessment and risk management, including appropriate guidelines and procedures to govern the processes, Intuitive’s principal financial and cybersecurity risk exposures, and the steps management has undertaken to address them.
The Compensation Committee assists the board in carrying out its responsibilities with respect to employee incentive compensation plans and employee stock programs. It discharges the board’s responsibilities relating to the compensation of executive officers. It also produces reports that the rules and regulations of the U.S. Securities and Exchange Commission require to be included in or incorporated by reference into the annual report and proxy statement.
(Effective April 25, 2024)
Governance and Nominating Committee Committee
Jami Dover Nachtsheim (Chair)
Craig H. Barratt, Ph.D.
Joseph Beery
Audit Committee
Lewis Chew (Chair)
Mark J. Rubash
Sreelakshmi Kolli
Keith R. Leonard, Jr.
Compensation Committee
Amal M. Johnson (Chair)
Amy Ladd, M.D.
Monica Reed, M.D.