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.
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