INTUITIVE SURGICAL INC (ISRG): director Aaron Martin elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2026, the Board of Directors (the “Board”) of Intuitive Surgical, Inc. (the “Company”) approved an increase in the size of the Board from ten to eleven members and appointed Aaron Martin to fill the resulting vacancy, effective as of January 1, 2027. Mr. Martin will not be appointed to any committees as of the effective date. The Board has determined that Mr. Martin is an independent director under applicable rules of the Nasdaq Stock Market (“Nasdaq”) and the U.S. Securities and Exchange Commission.
Pursuant to the Company’s standard compensation program for its non-employee directors, Mr. Martin will receive an annual cash retainer of $70,000 for service as a member of the Board, which amount will be prorated for the portion of the fiscal year remaining following the effective date of his appointment. Mr. Martin will receive, pursuant to the Company’s Amended and Restated 2010 Incentive Award Plan, an initial grant of restricted stock units (“RSUs”) with a value of $93,333, which is a prorated amount based on the number of months remaining between the effective date of his appointment and the expected date of the next annual grant (the “Target RSU Value”). The number of RSUs granted will be determined by dividing the Target RSU Value by the 30 trading-day average closing price of the Company’s common stock, as reported by Nasdaq, through the last trading day of the month prior to the grant date. These RSUs will vest fully on the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting of stockholders following the grant date, subject to Mr. Martin’s continued service to the Company through such date. In addition, in connection with his appointment, the Company will enter into its standard form of indemnity agreement with Mr. Martin.