ISRG

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Filed by the Registrant x

Filed by a Party other than the Registrant ¨

¨			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
x			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to Section 240.14a-12

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

x			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

We are pleased to provide notice of the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Intuitive Surgical, Inc. that will be held on Thursday, April 27, 2023, at 3:00 p.m. Pacific Daylight Time. The Annual Meeting will be held both in person and virtually online. You will be able to attend and participate in the Annual Meeting in person at 1020 Kifer Road, Sunnyvale, California 94086, or online by visiting and following the instructions posted at www.virtualshareholdermeeting.com/ISRG2023, where you will be able to listen to the meeting live, submit questions, and vote.

Proposals									Board Vote Recommendation						Page Reference
1			To elect eleven members to the Board of Directors of the Company to serve until the 2024 Annual Meeting of Stockholders (Proposal No. 1).						“FOR” each of the nominees						71
2			To consider and approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (Proposal No. 2).						“FOR”						72
3			To consider and approve, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement (Proposal No. 3)						“ONE YEAR”						73
4			To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 4).						“FOR”						74
5			To consider and vote upon a stockholder proposal regarding pay equity disclosure (Proposal No. 5), if properly presented at the Annual Meeting.						“AGAINST”						75

And any other business that is properly brought before the Annual Meeting or any adjournments or postponements thereof.

Record Date

Only stockholders of record at the close of business on February 28, 2023, are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

Proxy Materials

We are pleased to continue to provide access to our proxy materials over the Internet instead of mailing printed documents. We believe that this process allows us to provide information regarding the Annual Meeting in a more timely manner, while reducing the environmental impact and the cost of our Annual Meeting. The Notice will be mailed to stockholders starting on or about March 14, 2023, and contains instructions on how to access our proxy materials over the Internet. The Notice also contains instructions on how to request a copy of our proxy materials, including the attached Proxy Statement, our 2022 Annual Report, and a form of proxy card or voting instruction card.

Attendance at the Annual Meeting In Person

To attend and participate in the Annual Meeting in person, you will need to present valid photo identification, such as a driver’s license or passport, and proof of stock ownership as of the record date. If your shares are held in the name of a bank, broker, or other holder of record, you should bring your bank or brokerage statement evidencing your beneficial ownership of Intuitive Surgical, Inc. stock to gain admission to the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of February 28, 2023. If you will attend the Annual Meeting in person, please check in at the reception desk at 1020 Kifer Road, Sunnyvale, California 94086 by 2:45 p.m. Pacific Daylight Time. Admission to the Annual Meeting in person will be on a first-come, first-served basis. Late arrivals will not be permitted to attend the Annual Meeting in person. The use of cell phones, smartphones, recording and photographic equipment, and/or computers is not permitted in the meeting rooms at the Annual Meeting.

Your vote is important! Whether or not you are able to attend the Annual Meeting in person or virtually online, it is important that your shares be represented. Please vote as soon as possible.

On behalf of our Board of Directors, thank you for your participation in this important annual process.

			By order of the Board of Directors
			/s/ Gary S. Guthart, Ph.D.
			Gary S. Guthart, Ph.D.
			President and Chief Executive Officer

Please note that attendance at the Annual Meeting, whether in person or virtually online, will be limited to stockholders as of the record date, or their authorized representatives, and guests of Intuitive.

TABLE OF CONTENTS

									Page No.
General Information									2
Directors and Corporate Governance									9
Environmental, Social, and Governance									21
Compensation for Directors									28
Executive Officers of the Company									31
Executive Compensation									32
			Compensation Committee Report						32
			Compensation Discussion and Analysis						33
						Executive Summary			33
						Executive Compensation Philosophy			40
						Compensation Risk Considerations			40
			Compensation of Named Executive Officers						51
			Pay versus Performance						59
Certain Relationships and Related Transactions									64
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters									65
Audit Committee Report									68
Principal Accountant Fees and Services									69
Overview of Proposals									70
			Proposal No. 1 - Election of Directors						71
			Proposal No. 2 - Advisory Approval of the Compensation of the Named Executive Officers						72
			Proposal No. 3 - Advisory Vote on Frequency of Vote on the Compensation of Named Executive Officers						73
			Proposal No. 4 - The Ratification of Appointment of Independent Registered Public Accounting Firm						74
			Proposal No. 5 - Stockholder Proposal Regarding Pay Equity Disclosure						75
Other Information									80
Non-GAAP Financial Measures									81

GENERAL INFORMATION

Why am I receiving these materials?

Our Board of Directors (our “Board”) has made these materials available to you on the Internet or has delivered printed versions of these materials to you by mail in connection with the solicitation of proxies to be voted at our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on April 27, 2023, at 3:00 p.m., Pacific Daylight Time, at the location and for the purposes as set forth in the “Notice of the 2023 Annual Meeting of Stockholders.” Our stockholders are invited to attend the Annual Meeting either in person or virtually online and are requested to vote on the proposals described in this Proxy Statement. The approximate date on which this Proxy Statement and form of proxy will be first made available to stockholders is March 14, 2023.

What is included in these materials?

These materials include:

•This Proxy Statement for the Annual Meeting.

•Our 2022 Annual Report to Stockholders, which includes our audited consolidated financial statements.

If you received printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

What items will be voted on at the Annual Meeting?

You will be voting on the following proposals:

1.The election of eleven members to the Board to serve until the 2024 Annual Meeting of Stockholders (Proposal No. 1).

2.The advisory approval of the compensation of the Company’s Named Executive Officers (“NEOs”) (Proposal No. 2).

3.The advisory vote on the frequency of the advisory vote on the compensation of the Company's NEOs (Proposal No. 3).

4.The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 4).

5.A stockholder proposal regarding pay equity disclosure, if properly presented at the Annual Meeting (Proposal No. 5).

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

•“FOR” the election of each of the nominees to the Board (Proposal No. 1).

•“FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs (Proposal No. 2).

•“ONE YEAR” for the advisory vote on the frequency of the advisory vote on the compensation of the Company’s NEOs (Proposal No. 3);

•“FOR” the ratification of the appointment of PwC as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 4).

•“AGAINST” the stockholder proposal regarding pay equity disclosure, if properly presented at the Annual Meeting (Proposal No. 5).

Where are Intuitive’s principal executive offices located, and what is Intuitive’s main telephone number?

Our principal executive offices are located at 1020 Kifer Road, Sunnyvale, California 94086, and our main telephone number is (408) 523-2100.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

We are pleased to continue to take advantage of the rules of the Securities and Exchange Commission (the “SEC”) that allow us to furnish our proxy materials to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, most of our stockholders of record and beneficial owners have received a Notice of Internet Availability of Proxy Materials (“Notice”) and will not receive a full set of proxy materials in the mail unless requested. Instructions on how to access the proxy materials on the Internet may be found on the website referred to in the Notice. If you would like to receive our proxy materials electronically by email, you should follow the instructions for requesting such materials provided in the Notice. Your election to receive proxy materials electronically by email will remain in effect until you terminate such election. Choosing to receive future proxy materials electronically by email will reduce the environmental impact and the costs incurred by us in printing and mailing the proxy materials.

How can I get electronic access to the proxy materials?

Registered and beneficial stockholders can view the proxy materials for the Annual Meeting on the Internet at www.proxyvote.com.

Who may vote at the Annual Meeting?

The Board set February 28, 2023, as the record date for the Annual Meeting. All stockholders of record who owned Intuitive common stock at the close of business on February 28, 2023, are entitled to receive notice of, to attend, and to vote at the Annual Meeting. Each share of Intuitive common stock has one vote on each matter, and there is no cumulative voting, nor does Intuitive have non-voting preference shares, non-voting shares without preference, multiple voting rights shares, priority shares, golden shares, voting rights ceilings, or other similar voting right restrictions. At the close of business on the record date, there were 350,257,007 shares of common stock outstanding.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare Investor Services, LLC, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by the Company. If you request printed copies of the proxy materials, you will receive a proxy card by mail. As a stockholder of record, you may vote at the Annual Meeting by attending the Annual Meeting in person or virtually online by following the instructions posted at www.virtualshareholdermeeting.com/ISRG2023, or you may vote by proxy. Whether or not you plan to attend the Annual Meeting, we encourage you to fill out and return the proxy card or vote by proxy on the Internet or by telephone, as instructed below, to ensure your vote is counted.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, you are the beneficial owner of shares held in “street name,” and the Notice is forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials, you will receive a voting instruction form by mail. You are also invited to attend the Annual Meeting in person or virtually online at www.virtualshareholdermeeting.com/ISRG2023. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting by attending the Annual Meeting online unless you request and obtain a valid proxy card from your broker or other agent.

How can I vote my shares?

By Attending the Annual Meeting In Person or Virtually Online — If you are a stockholder of record, you may attend the Annual Meeting in person and vote in person at the Annual Meeting or, if you attend the meeting virtually online, by following the instructions posted at www.virtualshareholdermeeting.com/ISRG2023. Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting. To vote in advance, use one of the three options below — via the internet, by telephone, or by mail. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. If you are a beneficial owner, you are also invited to attend the Annual Meeting. Since a beneficial owner is not the stockholder of record, you may not vote

Via the Internet — You may vote by proxy via the Internet by visiting www.proxyvote.com.

By Telephone — If you requested printed copies of the proxy materials by mail, you may vote by proxy by calling the toll-free number found on the voting instruction form.

By Mail — If you requested printed copies of the proxy materials by mail and if you are a stockholder of record, you may also vote by proxy by filling out the proxy card and sending it back in the envelope provided. If you requested printed copies of the proxy materials by mail and you are a beneficial owner, you may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.    

What is the quorum requirement for the Annual Meeting?

The holders of a majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against, or abstained, if you:

•Are present in attendance (in person or online) and vote in person or online at the Annual Meeting; or

•Have voted on the Internet, by telephone, or by properly submitting a proxy card or voting instruction form by mail.

Broker non-votes will also be counted as present and entitled to vote for purposes of determining if there is a quorum. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

At the close of business on the record date, there were 350,257,007 shares of common stock outstanding and entitled to vote. Accordingly, 175,128,504 shares must be represented by stockholders present at the Annual Meeting online or by proxy to have a quorum.

How are proxies voted?

All shares represented by valid proxies received prior to the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

•indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or

•sign and return a proxy card without giving specific voting instructions,

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

The ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 4) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker non-votes are expected to exist in connection with Proposal No. 4.

The election of directors (Proposal No. 1), the advisory approval of the compensation of our NEOs (Proposal No. 2), the advisory vote on the frequency of the advisory vote on compensation of our NEOs (Proposal No. 3), and

What is the voting requirement to approve each of the proposals?

For Proposal No. 1, each director must be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares present in attendance in person, virtually online, or represented by proxy at the Annual Meeting and entitled to vote on the proposal. This means that the number of votes cast “FOR” a director must exceed the number of votes cast “AGAINST” that director, with abstentions and broker non-votes not counted as votes cast as either “FOR” or “AGAINST” such director’s election.

Approval of Proposal Nos. 2, 3, 4, and 5 requires the affirmative vote of a majority of the shares present in attendance in person, virtually online, or represented by proxy at the Annual Meeting and entitled to vote on the proposal. For Proposal No. 3, if none of the frequency alternatives (one year, two years, or three years) receive a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by stockholders, on an advisory basis. Abstentions will have the same effect as a vote “AGAINST” Proposal Nos. 2, 4, and 5, and abstentions will have no effect on the vote for Proposal No. 3. Broker non-votes will have no effect on the vote for Proposal Nos. 2, 3, and 5, and broker non-votes are generally not expected for Proposal No. 4.

How are abstentions and broker non-votes treated?

Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present in attendance and entitled to vote for purposes of determining the presence of a quorum. Shares voted “ABSTAIN” on proposals other than Proposals Nos. 1 and 3 will have the same effect as voting against the matter. Brokers, banks, and other nominees have the power to vote without receiving voting instructions from beneficial owners on Proposal No. 4, so the Company expects no broker non-votes on this proposal. For Proposal Nos. 1, 2, 3, and 5, broker non-votes are not deemed to be entitled to vote for purposes of determining whether stockholder approval of a matter has been obtained. As a result, broker non-votes are not included in the tabulation of voting results for these proposals for purposes of determining whether proposals have been approved. In order to minimize the number of broker non-votes, the Company encourages you to provide voting instructions to the organization that holds your shares by carefully following instructions provided on the Notice.

Can I change my vote?

You may revoke your proxy at any time before it is actually voted at the Annual Meeting by any of the following:

•Delivering written notice of revocation to our Corporate Secretary at 1020 Kifer Road, Sunnyvale, California 94086;

•Submitting a later dated proxy; or

•Attending the Annual Meeting in person at 1020 Kifer Road, Sunnyvale, California 94086, or virtually online by visiting and following the instructions posted at www.virtualshareholdermeeting.com/ISRG2023.

Your attendance at the Annual Meeting will not, by itself, constitute revocation of your proxy. You may also be represented by another person present in attendance at the Annual Meeting by executing a form of proxy designating that person to act on your behalf. Shares may only be voted by or on behalf of the record holder of shares as indicated in our stock transfer records. If you are a beneficial stockholder but your shares are held of record by another person, such as a stock brokerage firm or bank, that person must vote the shares as the record holder in accordance with the beneficial holder’s instructions.

Who bears the cost of proxy solicitation and who is soliciting proxies on our behalf?

We will bear the expense of soliciting proxies, including the expense of preparing, printing, and mailing this proxy statement and the proxies we solicit. Proxies will be solicited by mail, telephone, personal contact, and electronic means. We have retained Alliance Advisors, LLC to solicit proxies for a fee of approximately $12,000 plus a reasonable amount to cover out-of-pocket expenses for proxy solicitation services. Proxies may also be solicited by our directors, officers, and employees in person, by the Internet, by telephone, or by fax without additional remuneration. Copies of proxy materials and our 2022 Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.

Who will serve as the inspector of election?

A representative appointed by Broadridge Financial Solutions will serve as the inspector of election to determine whether or not a quorum is present and to tabulate votes cast by proxy, in person, or virtually online at the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in our current report on Form 8-K within four business days after the Annual Meeting.

How do I attend the Annual Meeting?

The Company has decided to hold the Annual Meeting both in person and virtually online this year. Stockholders of record as of February 28, 2023, will be able to attend and participate in the Annual Meeting in person at 1020 Kifer Road, Sunnyvale, California 94086, or online by visiting and following the instructions posted at www.virtualshareholdermeeting.com/ISRG2023.

To attend and participate in the Annual Meeting in person, you will need to present valid photo identification, such as a driver’s license or passport, and proof of stock ownership as of the record date. If your shares are held in the name of a bank, broker, or other holder of record, you should bring your bank or brokerage statement evidencing your beneficial ownership of Intuitive Surgical, Inc. stock to gain admission to the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of February 28, 2023. If you will attend the Annual Meeting in person, please check in at the reception desk at 1020 Kifer Road, Sunnyvale, California 94086 by 2:45 p.m. Pacific Daylight Time. Admission to the Annual Meeting in person will be on a first-come, first-served basis. Late arrivals will not be permitted to attend the Annual Meeting in person. The use of cell phones, smartphones, recording and photographic equipment, and/or computers is not permitted in the meeting rooms at the Annual Meeting.

To attend and participate in the Annual Meeting online, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Beneficial shareholders who did not receive a 16-digit control number from their bank or brokerage firm, who wish to attend the meeting online, should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail.

Even if you plan to attend the Annual Meeting in person or virtually online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

Access to the Audio Webcast of the Online Virtual Annual Meeting. The live audio webcast of the Annual Meeting will begin promptly at 3:00 p.m., Pacific Daylight Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

Login Instructions to the Online Virtual Annual Meeting. To attend the Annual Meeting virtually online, log in at www.virtualshareholdermeeting.com/ISRG2023. Stockholders will need their unique 16-digit control number, which appears on the Notice and the instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible and no later than April 25, 2023, so that you can be provided with a control number and gain access to the meeting.

Technical Assistance with the Online Virtual Annual Meeting. Beginning 30 minutes prior to the start of and during the Annual Meeting, we will have a support team ready to assist stockholders with technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

Availability of Live Webcast to Team Members and Other Constituents. The live audio webcast will be available to not only our stockholders but also our team members and other constituents.

Submitting Questions at the Annual Meeting. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

The Annual Meeting’s Rules of Conduct will be posted on https://isrg.gcs-web.com approximately two weeks prior to the date of the Annual Meeting.

Why hold the meeting both in person and virtually online?

In light of the COVID-19 pandemic, we believe that hosting the meeting both in person and virtually online this year provides optionality for our stockholders to participate based on their comfort levels. Furthermore, we believe the hybrid format enables increased stockholder attendance and participation, because stockholders can participate from any location around the world. You will be able to attend the Annual Meeting in person at 1020 Kifer Road, Sunnyvale, California 94086, or virtually online by visiting and following the instructions posted at www.virtualshareholdermeeting.com/ISRG2023. You also will be able to vote your shares at the Annual Meeting by following the instructions above.

Deadline for receipt of stockholder proposals for the 2024 Annual Meeting of Stockholders.

Any stockholder who meets the requirements of the proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may submit to the Board proposals to be considered for submission to the stockholders at the 2024 Annual Meeting of Stockholders. In order to be considered for inclusion in the proxy material to be disseminated by the Board, your proposal must comply with the requirements of Rule 14a-8 under the Exchange Act and be submitted in writing by notice delivered or mailed by first-class U.S. mail, postage prepaid, to our Corporate Secretary at:

and must be received no later than November 15, 2023. Your notice must include the following:

•Your name and address and the text of the proposal to be introduced.

•The number of shares of stock you hold of record, beneficially own, and represent by proxy as of the date of your notice.

•A representation that you intend to appear in person or by proxy at the 2024 Annual Meeting of Stockholders to introduce the proposal specified in your notice.

The chair of the meeting may refuse to acknowledge the introduction of your proposal if it is not made in compliance with the foregoing procedures or the applicable provisions of our Amended and Restated Bylaws (“Bylaws”). Our Bylaws also provide for separate notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting outside the processes of Rule 14a-8. To be considered timely under these provisions, the stockholder’s notice must be received by our Corporate Secretary at our principal executive offices at the address set forth above no earlier than December 29, 2023, and no later than January 28, 2024. If the date of our 2024 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after April 27, 2024, the stockholder’s notice must be received not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public announcement of the date of such annual meeting was first made. A stockholder providing such notice must also further update and supplement such notice so that the information provided or required to be provided is true and correct as of the record date for the meeting and as of the date that is 10 business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement must be received by our Corporate Secretary at our principal executive offices not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date) and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). Our Bylaws also specify requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director or to bring any other item before an annual meeting, other than proposals intended to be included in the proxy materials pursuant to Rule 14a-8, review a copy of our Bylaws, as amended and restated to date, which can be found at www.intuitive.com or obtained, without charge, from our Corporate Secretary at the address above.

In addition, our Bylaws permit certain of our stockholders who have beneficially owned 3% or more of our outstanding common stock continuously for at least three years to submit nominations to be included in our proxy materials for up to 25% of the total number of directors then serving. Notice of proxy access director nominations for the 2024 Annual Meeting of Stockholders must be delivered to our Corporate Secretary at our principal executive offices at the address noted above no earlier than December 29, 2023, and no later than the close of business on January 28, 2024. The notice must set forth the information required by our Bylaws with respect to each proxy access director nomination that an eligible stockholder or stockholders intend to present at the 2024 Annual Meeting of Stockholders and must otherwise be in compliance with our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the anniversary of the previous year's annual meeting (no later than February 26, 2024, for the 2024 Annual Meeting of Stockholders).

We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2024 annual meeting. Stockholders may obtain our proxy statement (and any amendments and supplements) and other documents as and when filed by us with the SEC without charge from the SEC’s website at www.sec.gov.

General Information

The Board is composed of a group of leaders with broad and diverse experience in many fields, including management of large global enterprises, technology and innovation leadership, and healthcare. In these positions, they have also gained industry knowledge and significant and diverse management experience, including strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. Many of the directors also have experience serving as executive officers or on boards of directors and board committees of other public companies and have an understanding of corporate governance practices and trends. Other directors have significant academic and research experience and bring unique perspectives to the Board.

The Governance and Nominating Committee of the Board and the Board believe the skills, qualities, attributes, and experiences of its current directors provide the Company with business acumen and a diverse range of perspectives to engage each other and management to effectively address the evolving needs of the Company and represent the best interests of the Company’s stockholders.

The Governance and Nominating Committee evaluates candidates recommended by stockholders using the same criteria as used for other candidates recommended by its members, other members of the Board, or other persons. The criteria are described in detail in the Nomination Process section below. In addition, our Bylaws permit a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s common stock continuously for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, director candidates constituting up to 25% of the Board, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws.

The Bylaws provide for a majority voting standard in uncontested elections of directors. As such, in an election where the number of nominees for director does not exceed the number of directors to be elected, a nominee for director will be elected to the Board if the number of shares voted for the nominee exceeds the number of shares voted against the nominee. However, the majority voting standard would not apply if the number of nominees for director exceeds the number of directors to be elected. In that case, the nominees receiving the highest number of affirmative votes of the shares entitled to vote at the meeting would be elected.

The majority voting standard will apply to the election taking place at the meeting. Consequently, in order to be elected, a nominee must receive more “for” votes than “against” votes. Proxies may not be voted for more than the eleven nominees, and stockholders may not cumulate votes in the election of directors. In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for such nominee, if any, as may be designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee is unable or will decline to serve as a director.

The names of the directors being nominated for election and their ages, as of February 10, 2023, are set forth below. The following biographies describe the principal occupations, positions, and directorships for at least the past five years of the nominees for director, as well as certain information regarding their individual experiences, qualifications, attributes, and skills that led the Board to conclude that they should serve on the Board. There are no family relationships among any of our director nominees or executive officers.

Among our eleven nominees for election to the Board, four nominees self-identify as women, and three nominees self-identify as an Underrepresented Minority under Nasdaq Rule 5605(f).

						Board Diversity Matrix as of December 31, 2022
Total Number of Directors						11
						Female						Male						Non-Binary						Did Not Disclose Gender
Part I: Gender Identity
Directors						4						7						—						—
Part II: Demographic Background
African American or Black						1						—						—						—
Alaskan Native or Native American						—						—						—						—
Asian						1						—						—						—
Hispanic or Latinx						—						1						—						—
Native Hawaiian or Pacific Islander						—						—						—						—
White						3						6						—						—
Two or More Races or Ethnicities						1(1)						—						—						—
LGBTQ+						—						—						—						—
Did Not Disclose Demographic Background						—						—						—						—

(1)Amal M. Johnson self-identifies as Middle Eastern and Asian.

Craig H. Barratt, Ph.D. Chair of the Board, Intuitive Surgical, Inc. Director since 2011						Joseph C. Beery Chief Executive Officer of LunaDNA Director since 2020
Craig H. Barratt, Ph.D., 60, has been a member of our Board since April 2011 and has served as Chair of our Board since April 2020. Dr. Barratt served as the independent lead director (“Lead Director”) from April 2018 to April 2020. Dr. Barratt has also served as a member and Chair of the Board of Directors of IonQ Inc. since January 2021. Dr. Barratt has previously served as the Senior Vice President and General Manager of the Connectivity Group of Intel Corporation, a semiconductor company, since its acquisition of Barefoot Networks, Inc., a computer networking company, from July 2019 until May 2020, where he previously served as President and Chief Executive Officer from April 2017 until July 2019. He held several different roles at Google, Inc., an Internet company, from June 2013 to January 2017, including Senior Vice President, Access and Energy, and Advisor. He previously served as President of Qualcomm Atheros, the networking and connectivity subsidiary of Qualcomm Inc. (“Qualcomm”), a mobile technology company, from May 2011 to February 2013. He served as President, Chief Executive Officer and a director of Atheros Communications, Inc., a fabless semiconductor company, from 2003 until its 2011 acquisition by Qualcomm. Dr. Barratt holds Ph.D. and Master of Science degrees from Stanford University, as well as a Bachelor of Engineering degree in electrical engineering and a Bachelor of Science degree in pure mathematics and physics from the University of Sydney in Australia. Dr. Barratt is a co-inventor of a number of U.S. patents in fields including wireless communications and medical imaging and has co-authored a book on linear controller design and open-source software. Dr. Barratt’s qualifications to serve on our Board and in the Chair position include his leadership roles at various high growth technology companies.						Joseph C. Beery, 60, has been a member of our Board since April 2020. Mr. Beery is an experienced leader of corporate information technology (“IT”) systems with a long history in managing IT and eCommerce services for global companies. Mr. Beery is currently the Chief Executive Officer of LunaDNA, a technology provider that supports patient-focused studies and trials for research and industry. Mr. Beery joined Thermo Fisher Scientific Inc., a life sciences company, in January 2014, through its acquisition of Life Technologies Corporation, a biotechnology company, and last held the role of Senior Vice President and Chief Information Officer until September 2019. Mr. Beery previously was the Senior Vice President and Chief Information Officer at Life Technologies Corporation from 2008 to 2014 and U.S. Airways and America West Airlines from 2000 to 2008. Mr. Beery has also served as a member of the Board of Directors of several private companies and not-for-profit organizations. Mr. Beery received his B.S. in Business Administration and Business Computer Systems from the University of New Mexico. Mr. Beery self-identifies as Hispanic. Mr. Beery’s qualifications to serve on our Board include his broad experience within global organizations leading IT and digital strategy.

Gary S. Guthart, Ph.D. President and Chief Executive Officer, Intuitive Surgical, Inc. Director since 2009						Amal M. Johnson Former Executive Chairman of the Board, Author-IT, Inc. Director since 2010
Gary S. Guthart, Ph.D., 57, joined Intuitive in April 1996. In July 2007, Dr. Guthart was promoted to President and, in January 2010, he was appointed as Chief Executive Officer. Prior to that, in February 2006, Dr. Guthart assumed the role of Chief Operating Officer. Prior to joining Intuitive, Dr. Guthart was part of the core team developing foundation technology for computer enhanced-surgery at SRI International (formerly Stanford Research Institute). Dr. Guthart has served on the Board of Directors of Illumina, Inc., a sequencing- and array-based solutions company, since December 2017 and previously served on the Board of Directors of Affymetrix, Inc., a life sciences company, from May 2009 until its acquisition by Thermo Fisher Scientific Inc. in March 2016. He received a B.S. in Engineering from the University of California, Berkeley and an M.S. and a Ph.D. in Engineering Science from the California Institute of Technology. Dr. Guthart brings to the Board business, operating, financial, and scientific experience. His service as the Chief Executive Officer of Intuitive enables the Board to perform its oversight function with the benefits of management’s perspectives on the business.						Amal M. Johnson, 70, has been a member of our Board since April 2010. Ms. Johnson has served on the Board of Directors of Essex Property Trust, Inc. since February 2018. Ms. Johnson served on the Board of Directors of CalAmp from December 2013 and as Chairman from July 2020 until her service ended in July 2022. She also served on the Board of Directors of Mellanox Technologies, Ltd. from October 2006 through April 2020, until its acquisition by NVIDIA Corporation. From March 2012 to December 2017, Ms. Johnson was a member of the Board of Directors of Author-IT, Inc. (“Author-IT”), a Software as a Service (“SaaS”) private company that provides a platform for creating, maintaining, and distributing single-sourced technical content, and Executive Chairman from March 2012 to October 2016. Prior to joining Author-IT, Ms. Johnson led MarketTools, Inc., a SaaS company as Chief Executive Officer from 2005 to 2008, and then as Chairman of the Board until the company was acquired in January 2012. Ms. Johnson holds a Bachelor of Arts in Mathematics from Montclair State University and studied Computer Science at Stevens Institute of Technology Graduate School of Engineering. Ms. Johnson self-identifies as Middle Eastern and Asian. Ms. Johnson brings to our Board her leadership and operational experience, including from her service as Chairman of the Board of Directors and Chief Executive Officer of a technology company.

Don R. Kania, Ph.D. Former President and Chief Executive Officer of FEI Company Director since 2018						Amy L. Ladd, M.D. Orthopaedic Surgeon, Stanford University Medical Center Director since 2019
Don R. Kania, Ph.D., 68, has been a member of our Board since July 2018. Dr. Kania has more than 25 years of experience that includes scientific research and development, global operations, and manufacturing. From August 2006 to September 2016, Dr. Kania served as Chief Executive Officer and President, as well as a director, of FEI Company, a high-performance electron microscopy company, until its acquisition by Thermo Fisher Scientific Inc. Dr. Kania served as a member on the Board of Directors and Audit Committee of NanoString Technologies, Inc., a life sciences company, from October 2019 to April 2022. Additionally, Dr. Kania served as a member of the Board of Directors of American Science and Engineering, a manufacturer of x-ray inspection technology, from 2010 to 2016. He also serves as a member of the Board of Directors or advisor to multiple other privately held life sciences companies and hospital groups. Dr. Kania received his Ph.D. in Engineering and Bachelor and Master’s degrees in physics from the University of Michigan. Dr. Kania’s qualifications to serve on our Board include his deep scientific and leadership expertise.						Amy L. Ladd, M.D., 65, has been a member of our Board since August 2019. Dr. Ladd has spent three decades practicing orthopaedic surgery at Stanford University. Dr. Ladd has served as the Elsbach-Richards Professor of Surgery since December 2017 and as Professor of Orthopaedic Surgery as well as Professor of Medicine (Immunology & Rheumatology), by courtesy, at the Stanford Universal Medical Center since 2003. Dr. Ladd has served on the Board of the Perry Initiative since September 2013. Dr. Ladd also served as the chair of the American Academy of Orthopaedic Surgeons (AAOS) Board of Specialties Society from March 2018 to March 2019 and previously served as a member of the Board of the AAOS from March 2016 to March 2019. Dr. Ladd is second vice president of the Association of Bone and Joint Surgeons. Dr. Ladd was appointed to serve on the Board of Directors of Allakos, Inc., a biotechnology company, in August 2022. Dr. Ladd also currently serves on the Board of Directors of a not-for-profit organization. Dr. Ladd received her M.D. from SUNY Upstate Medical University, completed her Orthopaedic Residency at the University of Rochester, and completed the Harvard Combined Hand Surgery Fellowship. Dr. Ladd was a fellow at L’Institut de la Main in Paris, France prior to joining the Stanford University faculty in 1990. She earned her A.B. in History from Dartmouth College. Dr. Ladd’s qualifications to serve on our Board include her deep surgical and medical expertise.

Keith R. Leonard, Jr. Chairman of the Board, Unity Biotechnology, Inc. Director since 2016						Alan J. Levy, Ph.D. Former Chief Executive Officer of Chrono Therapeutics Inc. Director since 2000
Keith R. Leonard, Jr., 61, has been a member of our Board since January 2016. Mr. Leonard has more than 20 years of experience in the pharmaceutical industry and has served as the Chairman of the Board of Unity Biotechnology, Inc., a biotechnology company, since October 2016 and was CEO from January 2016 to March 2020. Previously, Mr. Leonard was President, Chief Executive Officer, and a member of the Board of Directors of Kythera Biopharmaceuticals, Inc., a biopharmaceutical company that he co-founded, which focused on discovering, developing, and commercializing drugs for the aesthetic medicine market, from 2005 until its acquisition by Allergan plc in October 2015. Mr. Leonard worked across numerous areas at Amgen Inc. from 1991 to 2004, leading various functions including engineering, IT, and ultimately as General Manager of Amgen Europe. Mr. Leonard has served on the Board of Directors of Arcutis Biotherapeutics, Inc. since September 2021 along with several private companies. Mr. Leonard served on the Boards of Directors of Anacor Pharmaceuticals, Inc. from June 2014 to June 2016 and Sienna Biopharmaceuticals, Inc. from February 2016 to December 2019. Mr. Leonard received a B.S. in Engineering from the University of California, Los Angeles, a B.A. in History from the University of Maryland, an M.S. in Engineering from the University of California, Berkeley, and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. Mr. Leonard’s qualifications to serve on our Board include his operational and leadership experience with public companies in the pharmaceutical industry.						Alan J. Levy, Ph.D., 85, has been a member of our Board since February 2000 and served as the Lead Director from April 2013 to April 2018. Dr. Levy was the Founder, Chairman, and Chief Executive Officer of Chrono Therapeutics, a privately-held digital medicine company, from February 2014 to February 2018. From 2012 to 2017, he was a Senior Advisor at Frazier Healthcare Ventures and also a Venture Partner from 2007 to 2012. Dr. Levy previously was the Chief Executive Officer at Incline Therapeutics, Inc., Northstar Neuroscience, and Heartstream, Inc. Dr. Levy currently serves on the Board of Directors of several private companies and not-for-profit organizations. Dr. Levy holds a B.S. in Chemistry from City University of New York and a Ph.D. in Organic Chemistry from Purdue University. Dr. Levy’s qualifications to serve on our Board include his executive leadership experience with several companies and an understanding of physicians and other health care providers who are central to the use and development of our products.

Jami Dover Nachtsheim Former Corporate Vice President of the Sales and Market Group and Director of Worldwide Marketing, Intel Corporation Director since 2017

Monica P. Reed, M.D. Former Chief Learning Officer and Chief Medical Officer of AdventHealth Director since 2021

Jami Dover Nachtsheim, 64, has been a member of our Board since April 2017. Ms. Nachtsheim served in a variety of positions with Intel Corporation, a semiconductor company, from 1980 until her retirement in 2000, most recently as the Corporate Vice President of the Sales and Marketing Group and Director of Worldwide Marketing. Ms. Nachtsheim served on the Board of Directors of FEI Company, a high-performance electron microscopy company, from February 2012 until its acquisition by Thermo Fisher Scientific Inc. in September 2016. Ms. Nachtsheim also served on the Board of Directors of Affymetrix, Inc., a life sciences company, from March 2010, and as Chairman starting January 2015, until its acquisition by Thermo Fisher Scientific Inc. in March 2016. Ms. Nachtsheim has served on the Board of Directors of Cerus Corp., a biomedical products company, since March 2019 and Telesis Bio Inc., a biology company, since June 2021. Ms. Nachtsheim has served as a member of the Board of Directors of several other public and private companies. Ms. Nachtsheim holds a B.S. in Business Management from Arizona State University. Ms. Nachtsheim’s qualifications to serve on our Board include her extensive experience in bringing high technology products to market and her long service as a board member of several public and private organizations. Her international experience provides useful insight to the Board’s deliberations on a wide range of global business matters.

Monica P. Reed, M.D., 60, has been a member of our Board since April 2021. Dr. Reed is an experienced leader of large regional health systems and community hospitals promoting the delivery of top-quality healthcare services. From 2021 to 2022, Dr. Reed also served on the Board of Isleworth Healthcare Acquisition Corp. Previously, Dr. Reed served AdventHealth, a non-profit health care system, as the Chief Medical Officer from 2001 to 2006. From 2006 to 2016, Dr. Reed was the Senior Executive Officer and CEO of AdventHealth Celebration and then served as SVP for the Care Continuum and Chief Learning Officer for the Central Florida region of the corporation until March 2018. Dr. Reed founded the Reed Consulting Group in May 2018, where she currently consults with companies to address evolving clinical and healthcare needs. She also serves as a member of the Board of Directors for a privately held life sciences company. Dr. Reed received her M.D. from Loma Linda University, School of Medicine, and completed her Obstetrics and Gynecology Residency at the White Memorial Medical Center. She earned her M.S. in Consulting and Coaching for Change from Saïd Business School at the University of Oxford. Monica self-identifies as African American. Dr. Reed’s qualifications to serve on our Board include her deep medical and leadership expertise as well as her extensive experience working in and with healthcare systems and community hospitals.

Mark J. Rubash Former Chief Financial Officer Emeritus - Strategic Advisor, Eventbrite, Inc. Director since 2007
Mark J. Rubash, 65, has been a member of our Board since October 2007. Most recently, Mr. Rubash served as a Strategic Advisor from December 2016 to September 2018 at Eventbrite, Inc. (“Eventbrite”), an e-commerce company, where he previously was the Chief Financial Officer from June 2013 to November 2016. Prior to Eventbrite, he was the Chief Financial Officer at Heartflow, Inc., Shutterfly, Inc., and Deem, Inc. (formerly, Rearden Commerce), and held finance executive positions at Yahoo! Inc. and eBay Inc. Prior to that, Mr. Rubash was also an audit partner at PwC, where he was most recently the Global Leader for their Internet Industry Practice and Practice Leader for their Silicon Valley Software Industry Practice. Mr. Rubash has served as a member of the Boards of Directors and Chairman of the Audit Committees of Line 6 Corporation from April 2007 to January 2014, IronPlanet, Inc. from March 2010 to May 2017, and iRhythm Technologies, Inc. since March 2016. He also serves as a member of the Board of Directors for a privately held company. Mr. Rubash received his B.S. in Accounting from California State University Sacramento. Mr. Rubash’s qualifications to serve on our Board include his experience with public company financial accounting matters and risk management.

The number of authorized directors constituting the full Board is currently set at eleven. The Board evaluates the appropriateness of the size of the Board from time to time. In evaluating the size of the Board, the Board and the Governance and Nominating Committee consider a number of factors, including (i) resignations and retirements from the current Board; (ii) the availability of appropriate and qualified candidates; (iii) balancing the desire of having a small enough Board to facilitate deliberations with, at the same time, having a large enough Board to have the diversity of knowledge, experience, skills, expertise, gender, and backgrounds to ensure that the Board and its committees can effectively perform their responsibilities in overseeing the Company’s business; and (iv) the goal of having an appropriate mix of inside and independent directors.

The Governance and Nominating Committee identifies director nominees by reviewing the desired experience, mix of skills, and other qualities to assure appropriate Board composition, taking into consideration the current Board members and the specific needs of the Company and the Board.

The Governance and Nominating Committee will consider nominees recommended by stockholders, and any such recommendations should be sent to our Corporate Secretary in writing at our principal executive offices as identified in this Proxy Statement. Such recommendations should comply with the notice and other requirements set forth in the Bylaws, including, but not limited to, stating the following information:

•The name and address of such nominating stockholder and the class or series and number of shares of securities of the Company that are, directly or indirectly, owned of record or beneficially owned by such stockholder.

•Whether the nominating stockholder intends to deliver a proxy statement and form of proxy to elect such nominee.

•Interests of the nominating stockholder required to be disclosed under the Bylaws.

•All information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required in a contested election (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

•A description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among any nominating stockholder, on the one hand, and each proposed nominee, their respective affiliates, and associates, on the other hand.

•A completed and signed questionnaire, representation, and agreement as provided in the Bylaws.

The Company will also request such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee. Any recommendations received from stockholders will be evaluated in the same manner as potential nominees suggested by Board members, management, or other parties.

In addition, the Bylaws permit certain of the Company’s stockholders who have beneficially owned 3% or more of the outstanding common stock continuously for at least three years to submit nominations to be included in proxy materials for up to 25% of the total number of directors then serving. Notice of proxy access director nominations for the 2024 Annual Meeting of Stockholders must be delivered to the Corporate Secretary at the principal executive offices no earlier than December 29, 2023 and no later than January 28, 2024. The notice must set forth the information required by the Bylaws with respect to each proxy access director nomination that an eligible stockholder or stockholders intend to present at the 2024 Annual Meeting of Stockholders and must otherwise be in compliance with the Bylaws.

The Governance and Nominating Committee evaluates director candidates based upon a number of criteria, including:

•The desired experience, mix of skills, and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board.

•The experience, knowledge, skills, effectiveness, and expertise of candidates, which may include experience in management, finance, marketing, and accounting, across a broad range of industries with particular emphasis on healthcare and medical device industries, along with experience operating at a

policy-making level in an appropriate business, financial, governmental, educational, non-profit, technological, or global field.

•Diversity of backgrounds and perspectives, including those backgrounds and perspectives with respect to business experience, professional expertise, age, gender, sexual orientation, and ethnic background.

•Personal and professional integrity, character, and business judgment of candidates.

•Whether candidates are independent, including as determined by the independence requirements of the SEC and the Nasdaq Stock Market.

The Governance and Nominating Committee assesses the effectiveness of its approach to consideration of Board candidates as part of its evaluation of the Board’s composition to ensure that the Board reflects the knowledge, experience, skills, expertise, and diversity required for the Board to fulfill its duties.

The Board’s primary responsibility is to exercise their business judgment in the best interests of the Company and its stockholders. The Board selects the Chief Executive Officer (“CEO”) of the Company, monitors management’s and the Company’s performance, and provides advice and counsel to management. Among other things, the Board at least annually reviews the Company’s long-term strategy, long-term business plan, and annual budget for the Company. The Board also reviews and approves transactions in accordance with guidelines that the Board may adopt from time to time. In fulfilling the Board’s responsibilities, directors have full access to the Company’s management, external auditors, and outside advisors. With respect to the Board’s role in risk oversight of the Company, the Board discusses the Company’s risk exposures and risk management of various parts of the business, including appropriate guidelines and policies to minimize business risks and major financial risks and the steps management has undertaken to control them. As a result of the COVID-19 pandemic, the Board has worked closely with management to ensure that appropriate guidelines and policies were in place to manage the risks to various parts of the business.

The Board has also adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. These guidelines serve as a framework for, among other things, the composition and selection of members of the Board, director orientation and continuing education, responsibilities of directors, conduct of Board meetings, structure and conduct of Board committees, succession planning, and oversight of risk management. The Company’s Corporate Governance Guidelines are available on its website at www.intuitive.com.

The Company is focused on its corporate governance practices and values independent board oversight as an essential component of strong corporate performance to enhance stockholder value. Its commitment to independent oversight is demonstrated by the fact that all of its directors, except the President and CEO, are independent under the listing standards of the Nasdaq Stock Market. In addition, all of the members of the Board’s committees are independent under such standards. The Board acts independently of management and regularly holds independent director sessions of the Board without members of management present.

Dr. Barratt is the Chair of the Board, and Dr. Guthart is the President and Chief Executive Officer as well as a member of the Board. The Board has determined that the separation of the roles of Chair of the Board and CEO is appropriate, as it allows the CEO to focus primarily on management responsibilities and corporate strategy, while allowing the Chair to focus on leadership of the Board, providing feedback and advice to the CEO, and providing a channel of communication between the Board members and the CEO. The Chair of the Board presides over all Board meetings and works with the CEO to develop agendas for Board meetings. The Chair advises the CEO and other members of senior management on business strategy and leadership development. He also works with the Board to drive decisions about particular strategies and policies and, in concert with the independent Board committees, facilitates a performance evaluation process of the Board.

The Board has established an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. The Board and its committees set schedules to meet throughout the year and also can hold special meetings and act by written consent from time to time, as appropriate. The Board has delegated various responsibilities and authority to the Audit Committee, Compensation Committee, and Governance and Nominating Committee as described below. These committees regularly report on their activities and actions to the full Board. Each of these committees of the Board has a written charter approved by the Board, which is available on our

website at www.intuitive.com. The Board from time to time establishes additional committees to address specific needs.

During 2022, the Board held four meetings. Each incumbent director attended at least 75% of the aggregate of the total number of meetings of the Board held during the period for which he or she has been a director and the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served.

Committee Membership

Name

Independent

Other Public Company Directorships (#)

Audit Committee

Governance and Nominating Committee

Compensation Committee

Craig H. Barratt, Ph.D.

ü

1

ü

Joseph C. Beery

ü

—

ü

Gary S. Guthart, Ph.D.

1

Amal M. Johnson

ü

1

Chair

Don R. Kania, Ph.D.

ü

—

ü

ü

Amy L. Ladd, M.D.

ü

1

ü

Keith R. Leonard, Jr.

ü

2

ü

Alan J. Levy, Ph.D.

ü

—

Chair

Jami Dover Nachtsheim

ü

2

ü

ü

Monica P. Reed, M.D.

ü

—

ü

Mark J. Rubash

ü

1

Chair

Audit Committee

The Audit Committee assists the full Board in its general oversight of our financial reporting, internal controls, and audit functions, and is directly responsible for the appointment, compensation, and oversight of the work of the Company’s independent registered public accounting firm. The Audit Committee reviews and discusses with management and the independent registered public accounting firm the annual audited and quarterly financial statements (including the related disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the annual report on Form 10-K and the quarterly reports on Form 10-Q), reviews the integrity of the financial reporting processes, both internal and external, reviews the qualifications, performance, and independence of the registered public accounting firm, and prepares the Audit Committee Report included in the Proxy Statement in accordance with rules and regulations of the SEC. In addition, the Audit Committee discusses policies with respect to financial and cybersecurity risk assessment and risk management, including appropriate guidelines and policies to govern the processes, as well as the Company’s major financial and cybersecurity risk exposures and the steps management has undertaken to address them. The responsibilities and activities of the Audit Committee are described in further detail in the “Audit Committee Report” in this proxy statement and the Audit Committee’s charter, a copy of which can be found on the Company’s website at www.intuitive.com.

During 2022, the Audit Committee consisted of Joseph C. Beery, Don R. Kania, Ph.D., Keith R. Leonard, Jr., and Mark J. Rubash. The Board has determined that all of the Audit Committee members meet the independence and experience requirements of the Nasdaq Stock Market and the SEC and that Mr. Rubash is an “audit committee financial expert” as defined under applicable rules of the SEC. In 2022, the Audit Committee met fifteen times.

The Governance and Nominating Committee is responsible for matters relating to the corporate governance of the Company and the nomination of members of the Board, the Lead Director (if any), and committees thereof. The Board has determined that all of the Governance and Nominating Committee members meet the independence requirements of the Nasdaq Stock Market. The responsibilities and activities of the Governance and Nominating Committee are described in further detail in the Governance and Nominating Committee’s charter, a copy of which can be found on the Company’s website at www.intuitive.com.

During 2022, the Governance and Nominating Committee consisted of Craig H. Barratt, Ph.D., Don R. Kania, Ph.D., Alan J. Levy, Ph.D., and Jami Dover Nachtsheim. In 2022, the Governance and Nominating Committee met five times.

The Compensation Committee reviews and approves all compensation programs applicable to the CEO, Executive Vice Presidents, and Senior Vice Presidents of the Company, including salaries, bonuses, and equity compensation. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Company’s CEO, evaluates the performance of the CEO in light of those goals and objectives, and sets the CEO’s compensation level based on this evaluation. The Compensation Committee approves any new compensation plan or any material change to an existing compensation plan whether or not subject to stockholder approval and makes recommendations to the Board with respect to the Company’s incentive compensation plans and equity-based plans subject to stockholder approval. The Compensation Committee reviews and discusses with management the disclosures regarding executive compensation and inclusion of the Compensation Discussion and Analysis (“CD&A”) included in the annual proxy statements. The Compensation Committee reviews and makes recommendations to the Board regarding the compensation of members of the Board and Board committees. The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. The responsibilities and activities of the Compensation Committee are described in further detail in the Compensation Committee’s charter, a copy of which can be found on the Company’s website at www.intuitive.com.

The Compensation Committee directly engaged an independent national executive compensation consulting firm, Aon plc. (“Aon”), to provide analysis, advice, and guidance on compensation matters. Refer to the CD&A section of this proxy statement for a description of Aon’s and our CEO’s role in recommending compensation amounts.

The Board has determined that all of the Compensation Committee members meet the independence requirements of the Nasdaq Stock Market and the SEC. In 2022, the Compensation Committee met five times.

During 2022, the Compensation Committee consisted of Amal M. Johnson, Amy L. Ladd, M.D., Jami Dover Nachtsheim, and Monica P. Reed, M.D., none of whom is a present or former officer or employee of the Company. In addition, during 2022, none of the Company’s officers had an “interlock” relationship, as that term is defined by the SEC.

The Company encourages, but does not require, its Board members to attend each annual meeting of stockholders. All members of the Board attended the 2022 Annual Meeting of Stockholders.

Our Insider Trading Policy provides that no employee, officer, or director may acquire, sell, or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option, or a short sale (including a short sale “against the box”), or engage in hedging transactions (including “cashless collars”). In addition, our Insider Trading Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities. Also, our Insider Trading Policy provides that directors as well as employees at the level of Senior Vice President or above shall only execute trades in Company securities pursuant to a trading plan that complies with Rule 10b5-1 with the exception of exempt transactions, such as the exercise of stock options and holding the underlying shares or the purchase of common stock through the Company’s Employee Stock Purchase Program.

At Intuitive, environmental, social, and governance (“ESG”) is our commitment to creating sustainable value. In pursuit of our mission, we are focused on meeting the needs of our core constituencies: patients, customers, employees, and shareholders, while constructively engaging in the communities in which we live, work, and serve.

In 2022, we completed a full scope (scopes 1, 2, and 3) greenhouse gas (“GHG”) carbon inventory with 19 emissions sources for our direct and indirect carbon footprint. The total Scope 1 and Scope 2 GHG emissions for 2021, for which we received limited assurance from a third party, was 25,987 metric tonnes of CO2e. In 2023, we plan to create our carbon plan, which will ultimately frame the short- and long-term decarbonization goals for us using a data-driven approach in managing our use of energy in our scope 1 and 2 carbon sources.

Since the formalization of our Construction Sustainability Program in 2021, facilities and construction management teams work together to understand energy consumption, set energy targets, and assess buildings to see that they are performing as designed. To date, our coordinated approach toward achieving sustainability targets has resulted in one LEED Gold-certified building, with three more in progress. Where we demolished prior structures as part of the construction of our Sunnyvale and Peachtree Corners facilities, we diverted 99% and 97% of debris from landfills, respectively. Our construction plans include:

•Designing in solar panels where possible.

•Designing energy efficient facilities that, at a minimum, meet local regulations and requirements.

•Providing employees with access to EV-charging stations.

•Providing bike storage, showers, and lockers to encourage bike commuting.

•Planting native vegetation irrigated by reclaimed water where possible.

•Meeting ADA and other local accessibility requirements.

•Reducing noise pollution during construction activities.

Our workplace services team has woven sustainability throughout the workplace, making sustainable practices second nature to our employees. Notable programs include:

•Upcycling drapes: To protect patient safety, the arms of our robotic systems are covered in sterile drapes during surgery. In 2022, we implemented a program to upcycle drapes for internal training programs, which has diverted about 5,200 lbs. of plastic from the landfill and led to cost savings as well.

•Laptop refurbishment: Under this program, a laptop that meets functional qualifications turned in by an employee is donated to Tech Exchange, a nonprofit based in Oakland, California, and, once refurbished, is ultimately donated to families in need.

•Reducing food waste: We provide compostable food containers and utensils in employee cafés across our U.S. sites, along with bins to divert food waste and recycling from landfill trash. Collected food waste is sterilized and used as an ingredient for animal feed.

•Proprietary recycling: In North America, our proprietary recycling programs incorporate most of our manufacturing and general business operations waste. In 2022, we managed more than 1.0M lbs. of proprietary waste and recycled 99.9% of materials.

•Facility-specific sustainability programs: Our Aubonne, Mexicali, Sunnyvale, India, and Germany locations support initiatives ranging from reducing emissions and diverting waste to reforestation and supporting pollination.

•Transportation decarbonization: We host EV charging stations across our U.S. sites and offer transit passes, bike facilities, and shower amenities to support employees using more sustainable modes of transportation.

•Water conservation: In 2022, we formalized our commitment to implement programs to use nonpotable water outdoors, reduce indoor potable water use, and maintain rainwater on-site, where appropriate.

We utilize an Environmental Management System (“EMS”) to achieve our environmental goals through consistent review, evaluation, and improvement and to address regulatory requirements and environmental performance in a systematic and cost-effective manner. Our approach to environmental management is certified with the International Standards Organization (“ISO”) 14001:2015 standard. Currently, three of our sites — Sunnyvale, Aubonne, and Mexicali — have ISO 14001:2015-certified management systems.

We seek to reduce environmental impact as it relates to product development through sustainable packaging initiatives and end-of-life management whereby we have pursued a policy of refurbishing or breaking down and reusing returned parts and used systems.

In 2022, we expanded our supplier scorecard criteria to include environmental and labor standards for consideration. We prefer to work with suppliers that adhere to modern slavery/forced labor legislation and that are ISO14001:2015 certified, an international standard that includes requirements surrounding environmental management systems. Our supplier development program engages suppliers to continuously improve performance and capabilities to support our evolving product offerings. The program focuses on improvements in areas such as capacity management, sub-tier supplier management, supplier-owned quality, leadership alignment, and cost reduction.

At Intuitive, our inclusion and diversity (“I&D”) mission is to build an inclusive, equitable, and diverse environment. A four-part strategy guides our progress: (1) creating a diverse workforce; (2) supporting an inclusive experience for employees of all backgrounds; (3) fair practices in areas such as representation, pay equity, and promotions; and (4) industry engagement among our customers and their patients, our employees, communities, suppliers, and other stakeholders to drive positive change.

•Diverse workforce: As part of our I&D strategy, we strive to increase leader and employee representation to fuel innovation and better mirror the communities in which we operate. This includes diverse talent sourcing, strengthening our hiring process rigor and training, and thoughtful succession and talent planning.

•Inclusive experience: We strive to create an environment in which employees from all backgrounds feel welcome, supported, and valued. We offer a diverse suite of learning opportunities to support employees at all levels perform at their best, prepare for future roles, and nurture company culture. We provide extra focus and investment through Employee Resource Groups (“ERGs”) to support traditionally underrepresented and marginalized communities. Our ERGs host events to cultivate an inclusive culture, provide education and awareness, and support recruiting and retaining employees from diverse backgrounds. We currently have seven ERGs serving employee communities, which include Black, Asian/Pacific Islander, Hispanic and Latinx, employees with disabilities, LGBTQ+, military veterans, and women,

•Fair practices:

◦Commitment to pay equity. At Intuitive, our policy is to employ, retain, promote, and otherwise treat all employees based on merit, qualifications, and competence, regardless of an employee’s gender, race/ethnicity, or any other protected characteristic. Our compensation programs set pay targets by job family and job level using market pay data, and we have a robust global performance review process for reviewing employees’ performance and pay. We additionally routinely review hiring, promotion, and pay decisions for our employee population. Read more about our commitment to pay equity (at https://www.intuitive.com/en-us/about-us/company/inclusion-diversity/-/media/BC17C616820A4F3EAD4F14D981418F0A.ashx).

◦Diversity metrics. As part of our commitment to fair practices, we have published expanded employee diversity data to help better understand our workforce. Our 2021 U.S. EEO-1 Report, an annual report filed with the U.S. government outlining our workforce composition, is published on our website (at https://www.intuitive.com/en-us/-/media/ISI/Intuitive/Pdf/Consolidated-Report-EEO1_Intuitive-Surgical_2021.pdf). Our 2022 year-end employee diversity metrics are below and highlights are posted to our website (at https://www.intuitive.com/en-us/about-us/company/inclusion-diversity/fair-practices). Additionally, our 2022 U.S. EEO-1 Report will be made available on our website after it is filed with the U.S. government.

▪At the end of 2022, globally, women made up 37.2% of our total employee base across all levels, an increase from 35.6% in 2021 and 33.6% in 2020. In the U.S., at the end of 2022, people of color made up 54.7% of our total employee base across all levels, an increase from 52.7% in 2021 and 50.7% in 2020.

▪At the director and manager levels, globally, women representation was 32.1% in 2022, an increase from 30.1% in 2021 and 28.1% in 2020. In the U.S., representation of people of color was 44.7% in 2022, an increase from 43.9% in 2021 and 41.0% in 2020.

▪At the VP level or above, globally, women representation was 25.0% in 2022, an increase from 22.9% in 2021 and 19.4% in 2020. In the U.S., representation of people of color was 19.8% in 2022, a slight decrease from 20.4% in 2021 and an increase from 17.8% in 2020.

▪At the end of 2022, our U.S. racial/ethnic mix was 45.3% White, 34.7% Asian, 11.0% Hispanic/Latino, 5.1% Black, and 3.9% other groups (including Native American/Alaskan Native, Hawaiian/Pacific Islander, and two or more races). At the director and manager levels, our U.S. racial/ethnic mix was 55.3% White, 29.7% Asian, 8.1% Hispanic/Latino, 4.1% Black, and 2.8% other groups. At the VP level or above, our U.S. racial/ethnic mix was 80.2% White, 12.1% Asian, 3.4% Hispanic/Latino, 0.9% Black, and 3.4% other groups.

•Industry engagement:

◦Patient advocacy initiatives. We strive to support public health initiatives in collaboration with patient advocacy groups. The objectives of these projects include increased patient disease awareness,

earlier diagnosis through screenings, improved public policy, education on treatment options, and expanded access to care. One area of focus is on enhancing patients' use of healthcare screenings through support of multiple programs and patient advocacy groups, including the American Cancer Society’s multifaceted Get Screened program, a program with the Prostate Conditions Education Council to raise awareness, and various other initiatives increasing patient education about minimally invasive care.

◦Supply chain diversity, equity, and inclusion. We strive to maintain collaborative and trusting supplier relationships and encourage a broad diversity of suppliers to work with us. In 2023, we are slated to begin surveying and tracking spend with diverse suppliers1 through our Procurement Platform implemented in 2022 and are in the process of formalizing a task force to initiate a supplier diversity program. We additionally support the aims of the U.S. Small Business Administration and, in 2022, sourced over half of our supply chain spend on direct materials from U.S.-based small businesses.

At Intuitive, we help our employees achieve success by investing in their health, safety, and well-being. To support our goal of a safe and healthy work environment, we employ ergonomic and injury/illness prevention programs and host wellness challenges, which increase both employee well-being and raise money for philanthropic endeavors. Additionally, where appropriate we are aligning our new facilities to the International WELL Building Institute standards for enhanced air quality, water management, lighting design and balance, workstation ergonomics, thermal comfort, noise pollution control, optimization of building materials, promotion of mental health through restorative spaces, emergency preparedness, and other criteria.

We launched Intuitive Ventures, a venture capital fund aimed at investing in early-stage companies that align with the four focus areas of digital, therapeutics, diagnostics, and medical device platforms.

We help to train surgeons and operating room (“OR”) teams to the highest standard through investment in advanced training and professional education, which includes a rigorous training program and ongoing recertification. Through our offerings, surgeons, physicians, and OR care teams learn how to use our technology

1 Diverse suppliers refers to small, disadvantaged owned; historically underutilized business zone (HUB zone) certified, women-owned; veteran-owned; service-disabled veteran-owned, disabled-owned, Asian/Pacific Islander, African-American, Hispanic/Latino, Native American, LGBTQ-owned, and other (supplier specified).

•Genesis program. In 2022, we celebrated 11 years of Genesis, our best-practice initiative that helps customers realize the full potential of da Vinci technologies. Our Genesis program supports care teams by providing best practices and identifying areas to optimize efficiencies, which can help surgical teams improve their resource management and reduce process variability.

•Global access. Initially started as a way to reduce physician and care team travel during the COVID-19 pandemic, we expanded our regional training centers worldwide for da Vinci Xi, da Vinci SP, and Ion systems.

•Intuitive Learning Platform. We have developed a variety of technology tools to enhance our training program and give surgeons tools to help serve their patients, including the SimNow Learning System, which helps surgeons hone their skills and identify areas of improvement in a virtual environment.

•Advanced Tissue Models. We also offer an avenue for training with Advanced Tissue Models, which provide a realistic tissue experience that replicate the positioning of human anatomy and live tissue behavior to provide a near-real experience when learning to use the da Vinci system. Using the Advanced Tissue Models allows for an increase in training opportunities globally, including resource-constrained settings, while utilizing animal waste that would otherwise be discarded. Use of Advanced Tissue Models is part of our animal care program accredited by the American Association for Accreditation of Laboratory Animal Care, which seeks to reduce the total number of animals needed to perform research, refine procedures to reduce pain and distress an animal may experience, and replace the use of animals with non-animal models and simulation, where feasible.

The Intuitive Foundation supports the needs of our communities through local organizations that align with our mission to promote health, advance education, and reduce human suffering. Programs and initiatives of the Intuitive Foundation include Benevity, a donation-matching platform, education and scholarship programs, mentorship programs, and sponsored competitions.

We aim to foster a robust ESG governance structure through creation of policies and processes and promoting a culture of transparency and accountability.

•Board Overview: Our Board of Directors provides oversight for business activities that align with our mission and respond to the evolving business environment. Our 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 believe maintaining a mix of backgrounds and experience in our Board is vital, so that we are able to understand, meet, and reflect the needs of our diverse stakeholders. Currently, four of our 11 Board members (36%) are women, and we have three members (27%) who self-identify as an underrepresented minority.

•Governance and Nominating Committee: The Governance and Nominating Committee of the Board reviews and assesses our performance on environmental and sustainability matters. Management reports annually to the Governance and Nominating Committee on sustainability priorities, progress, and future goals and objectives.

•Compliance Committee: The cross-functional Compliance Committee oversees Intuitive’s compliance with applicable laws, including those related to ESG. The Compliance Committee is also charged with protecting the Company’s reputation and integrity. The Compliance Committee works both independently from and in conjunction with relevant functions across the business to help oversee compliance with applicable laws and coordination of our ESG activities.

•ESG review board: The ESG review board, which reports into our Governance and Nominating Committee, implements the Company’s ESG strategy and actions. Led by our Executive Vice President, Global Business Services, the ESG Review Board includes members from different functional groups across the organization, including medical and legal affairs, human resources, finance, and our product and commercial teams. The ESG Review Board sets our ESG priorities and communicates those priorities to help integrate throughout the company.

•I&D governance: Our senior leaders, I&D Council and Vice President of Global Inclusion and Diversity regularly review both quantitative and qualitative measures of our performance. We track our I&D progress by measuring diversity across all levels of our organization, surveying employees about perceptions of their Intuitive work experience, and encouraging employee involvement in I&D community-building initiatives, such as ERGs, training, and events. We monitor this feedback both in aggregate and by demographic group to look for potential areas of improvement.

•Cybersecurity oversight: Maintaining security of our surgical platforms, embedded systems, digital products, and our back-office systems and infrastructure is a major focus at every level of the organization, and we continue to invest in and expand our cybersecurity programs, procedures, processes, and capabilities. In 2022, our cybersecurity systems and processes achieved ISO 27001 certification and continued to adhere to National Institute of Science and Technology guidelines. In addition, we work with third-party security rating organizations and government agencies to evaluate information security practices. All employees receive annual training on our information security policy in addition to ongoing information security training across a variety of topics and trends. Our senior leaders hold quarterly reviews of our information and product security and brief our Board of Directors on such matters several times a year. We work with various external third-party experts to help us monitor our security posture and detect potential security issues. If a vulnerability or breach were to be detected, our incident-response team identifies, investigates, and closes any gaps to minimize risk.

•Management Systems:

◦Environmental management system. We work under an EMS framework based on the ISO 14001:2015 standard to set goals, measure progress, and integrate sustainability into our decision-making. In 2022, we achieved a 99% completion rate for our EMS training course.

◦Regulated materials management. We aim to reduce the use of phthalates that are carcinogenic, mutagenic, toxic to reproduction (CMR), or have endocrine-disrupting (ED) properties (“CMR-ED” substances) in our products and have standard operating procedures in place to define roles and responsibilities for documenting compliance of materials, parts, and sub-assemblies to various Regulated Materials requirements.

◦Conflict minerals management. We also promote the use of responsibly sourced minerals and require all of our suppliers to commit to complying with the Dodd-Frank Act. We strive to source

materials from suppliers that share our values concerning ethics and integrity, respect for human rights, and environmental responsibility.

As we continue on our ESG journey, we will make important strides in decarbonization to address the needs of our customers, our employees, our business, and the communities in which we live, work, and serve. For more information on our ESG initiatives and to read our 2022 Task Force on Climate-Related Financial Disclosures (“TCFD”) report, please visit our 2022 ESG Report located on the “About Us — Investors” section of our website (at https://isrg.intuitive.com).

Although we reference our 2022 ESG Report available on our website, this report and any other materials on our corporate website are not incorporated by reference into this proxy statement or any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act. While matters discussed herein or in our 2022 ESG Report and website materials may be significant, any significance should not be read as necessarily rising to the level of materiality used for the purposes of our compliance with the U.S. federal securities laws, even if we use the word “material” or “materiality” in such materials. Certain such disclosures may be informed by various ESG standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders. Much of this information is subject to assumptions, estimates, or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. Similarly, we may face issues related to achievement of various ESG goals or initiatives, many of which may be forward-looking statements that are subject to our forward-looking statement and other disclaimers that apply to this proxy statement.

We compensate our non-employee directors for their service on our Board with a combination of cash and equity awards. The compensation provided is commensurate with their role and involvement and consistent with competitive market practices. We provide a majority of the compensation in the form of equity to align the interests of our non-employee directors with the interests of our stockholders. We do not compensate our CEO for serving on our Board in addition to his regular employee compensation.

The Compensation Committee, consisting solely of independent directors, has the primary responsibility for reviewing and considering any changes to our director compensation program. Our Board determines the form and amount of director compensation after reviewing the committee’s recommendation.

The Compensation Committee reviews total compensation of our non-employee directors every other year and evaluates the appropriate level and form of their compensation. In making its recommendations, the committee considers the amount of time our non-employee directors expend, as well as the skill level required of members of our Board in fulfilling their duties. It also considers the Company’s financial performance, general market conditions, and advice from its independent compensation consultant, including the independent analysis of our director compensation program that is updated on a biennial basis. As part of this analysis, the compensation consultant reviews and analyzes competitive market practices in director compensation as represented by the companies in our compensation peer group. The analysis also examines how director compensation levels, practices, and design features compare to the constituent members of the compensation peer group, which is the same peer group used as a reference when setting executive compensation. The committee also considers the extent to which our Board’s compensation practices align with the interests of our stockholders.

Our Board reviews the Compensation Committee’s recommendations and then determines the form and amount of compensation for our non-employee directors. Our Board sets the total direct compensation for our non-employee directors, which includes cash and equity, between the 50th and 75th percentiles of our peers.

Following consideration of discussions held with its compensation consultant, the Compensation Committee determined that the compensation of our non-employee directors was generally consistent with the compensation for non-employee directors at the companies in the compensation peer group and recommended that no changes be made to the cash fees and target equity award amounts paid to our non-employee directors for 2022, which recommendation was approved by the Board.

During 2022, our director compensation program consisted of cash and equity compensation elements, as further described below.

We provide cash compensation through retainers for Board and committee service, as well as separate retainers to the chairs and members of our Board committees. Compensation in this manner simplifies the administration of our program and creates greater equality in rewarding service on committees of our Board. The committee and committee chair retainers compensate directors for the additional responsibilities and time commitments involved with those positions.

Board or Committee Position						Cash Retainer ($)
General Annual Board Retainer						60,000
Additional Annual Retainer - Audit Committee Chair						23,000
Additional Annual Retainer - Compensation Committee Chair						20,000
Additional Annual Retainer - Governance and Nominating Committee Chair						13,000
Additional Annual Retainer - Audit Committee Member						10,000
Additional Annual Retainer - Compensation Committee Member						6,000
Additional Annual Retainer - Governance and Nominating Committee Member						4,000

Cash compensation is pro-rated for the time served by a director on the Board and any Board committees.

In January 2023, the Board approved changes to the 2023 cash compensation for our non-employee directors upon the recommendations of the Compensation Committee and Aon in order to maintain the competitiveness of our director compensation program with our peers. The general annual Board retainer will increase to $70,000. The

Non-employee directors receive grants of stock options and restricted stock unit awards (“RSUs”), which vest 100% 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 continued service through such vesting date.

Directors																		2022 RSU Value ($) (1)						2022 Stock Option Value ($) (2)
Chair of the Board																		190,000						190,000
Members of the Board																		140,000						140,000

(1)The number of RSUs granted is determined by taking the RSU Value and dividing by the 60 trading-day average closing price of the Company’s common stock reported by Nasdaq through the last trading day of the month prior to the date of grant.

(2)The number of shares underlying the stock options granted is determined by taking the Stock Option Value and dividing by one-third of the 60 trading-day average closing price of the Company’s common stock reported by Nasdaq through the last trading day of the month prior to the date of grant.

New non-employee directors receive a pro-rated equity grant based on the number of months remaining between appointment date and the expected date of the next annual grant.

In January 2023, the Board approved one change to the 2023 equity compensation for our non-employee directors upon the recommendations of the Compensation Committee and Aon in order to maintain the competitiveness of our director compensation program with our peers. The annual equity target value for the Chair of the Board will increase from $380,000 to $395,000, split evenly between RSUs and stock options. There are no other changes for 2023, and the equity compensation program for our non-employee directors is otherwise consistent with the program described above for 2022.

Our stock ownership policy requires non-employee directors to own shares of our common stock having a total value equal to five times their annual cash retainer for serving as a member of our Board, not including any meeting fees, incentive awards, or committee, chair, or other similar retainers. These mandatory ownership guidelines are intended to create a clear standard that encourages our directors to remain invested in the performance of the Company and the Company’s common stock. Each non-employee director has five years from the date that he or she is appointed to come into compliance with the guidelines. All of our non-employee directors met the guidelines or were on track to comply with the guidelines in the relevant time frame as of the date of this proxy statement. For the purposes of determining stock ownership levels, the following forms of equity interests in the Company are included: shares owned outright by, or held in trust for the benefit of, the director or a spouse or children sharing the same household; shares held through a fund or other entity as to which the director has control; shares of the Company’s common stock, stock units, or other stock equivalents obtained through the exercise of stock options or vesting of Company equity awards; shares of common stock underlying vested stock options, net of shares that would need to be withheld for the exercise price; and other stock or stock equivalent awards determined by the Compensation Committee.

The aggregate grant date fair value of total equity compensation (consisting of RSUs, stock options, and any other equity compensation) to any non-employee director in any calendar year in respect of such director’s service as a member of our Board or any Board committee during such year shall not exceed $750,000. Our Board has determined that imposing such a limit is in the best interests of the Company and its stockholders.

We reimburse non-employee directors for reasonable out-of-pocket expenses incurred in the performance of their duties as directors of the Company.

Name						Fees earned or paid in cash ($)						Stock Awards ($) (1)						Option Awards ($) (1)						Total ($)
Craig H. Barratt, Ph.D.						64,000						159,335						139,213						362,548
Joseph C. Beery						70,000						117,251						102,585						289,836
Amal M. Johnson						80,000						117,251						102,585						299,836
Don R. Kania, Ph.D.						74,000						117,251						102,585						293,836
Amy L. Ladd, M.D.						66,000						117,251						102,585						285,836
Keith R. Leonard, Jr.						70,000						117,251						102,585						289,836
Alan J. Levy, Ph.D.						73,000						117,251						102,585						292,836
Jami Dover Nachtsheim						70,000						117,251						102,585						289,836
Monica P. Reed, M.D.						66,000						117,251						102,585						285,836
Mark J. Rubash						83,000						117,251						102,585						302,836

(1)While the target equity compensation values are based on 60-day trading-day average closing prices, as noted above, the amounts in these columns represent the grant date fair value of RSUs and stock options granted to non-employee directors in 2022, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) and, accordingly, will not equal the target equity compensation values. Each non-employee director received one grant of RSUs and one grant of stock options in 2022, and the aggregate grant date fair value of each award is reflected in the table above. See Note 10 of the Notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K filed on February 10, 2023, for a discussion of all assumptions made by the Company in the valuation of the equity awards.

Name						Number of Shares of Common Stock Underlying Options Outstanding						Number of Shares of Common Stock Underlying Options Exercisable						Number of Shares of Common Stock Subject to Outstanding RSUs
Craig H. Barratt, Ph.D.						37,491						35,526						655
Joseph C. Beery						5,417						3,969						482
Amal M. Johnson						34,604						33,156						482
Don R. Kania, Ph.D.						9,716						8,268						482
Amy L. Ladd, M.D.						7,067						5,619						482
Keith R. Leonard, Jr.						7,775						6,327						482
Alan J. Levy, Ph.D.						16,691						15,243						482
Jami Dover Nachtsheim						15,398						13,950						482
Monica P. Reed, M.D.						3,119						1,671						482
Mark J. Rubash						17,141						15,693						482

Name

Age

Position

Gary S. Guthart, Ph.D.

57

President and Chief Executive Officer

Henry L. Charlton

53

Senior Vice President and Chief Commercial Officer

Myriam J. Curet, M.D., F.A.C.S.

66

Executive Vice President and Chief Medical Officer

Bob DeSantis

57

Executive Vice President and Chief Product Officer

Michele B. DiMartino (1)

52

Senior Vice President, Chief Human Resources Officer

Gary H. Loeb (2)

53

Senior Vice President, General Counsel and Chief Compliance Officer

Marshall L. Mohr

67

Executive Vice President, Global Business Services

David J. Rosa

55

Executive Vice President and Chief Strategy and Growth Officer

Jamie E. Samath

52

Senior Vice President and Chief Financial Officer

(1)Michele B. DiMartino was appointed as an executive officer of the Company as of January 25, 2023.

(2)Gary H. Loeb was appointed as an executive officer of the Company as of September 27, 2022.

						Henry L. Charlton joined Intuitive in November 2003 and has held commercial leadership positions in the U.S. and Europe, among other locations. In January 2015, Mr. Charlton was promoted to Senior Vice President, Sales, U.S. and, in January 2018, was promoted to Senior Vice President and General Manager, U.S. In January 2019, Mr. Charlton took on additional responsibility as Senior Vice President and General Manager, U.S. and E.U. In January 2022, Mr. Charlton transitioned to Senior Vice President and Chief Commercial Officer. Prior to joining Intuitive, Mr. Charlton was Vice President of Eastern U.S. Sales at Tidal Software. He also worked at Securant Technologies, Legato Systems, and U.S. Surgical Corporation. Mr. Charlton earned his B.A. in History and English from the University of Pittsburgh.
						Myriam J. Curet, M.D., F.A.C.S. joined Intuitive in December 2005 as Chief Medical Advisor. In February 2014, Dr. Curet was promoted to the position of Senior Vice President and Chief Medical Officer. In November 2017, Dr. Curet was promoted to the position of Executive Vice President and Chief Medical Officer. Dr. Curet also held a faculty position as Professor of Surgery at Stanford University. Since October 2010, she has served as a Consulting Professor of Surgery at Stanford University with a part-time clinical appointment at the Palo Alto Veteran’s Administration Medical Center. Dr. Curet also currently serves on the Board of Directors of Nektar Therapeutics and Stereotaxis, Inc. Dr. Curet received her M.D. from Harvard Medical School and completed her general surgery residency program at the University of Chicago. She then worked for the Indian Health Service for four years before finishing her Surgical Endoscopy fellowship at the University of New Mexico. She was on the faculty at the University of New Mexico for six years prior to joining the Stanford University Department of Surgery in 2000.
						Bob DeSantis joined Intuitive in January 2013 as Vice President, Instruments & Accessories, New Product Introduction. He was promoted to Executive Vice President, Instruments, Accessories, and Endoscopes, in April 2020, and then was promoted to Executive Vice President and Chief Product Officer in January 2021. Prior to joining Intuitive, Mr. DeSantis was Vice President, R&D for Surgical Devices, at Covidien, a medical devices and supplies company, from May 2008 to January 2012, where he led the mechanical and energy devices organizations. He also led the group that developed and first commercialized single incision laparoscopic surgery (SILS). Mr. DeSantis earned his B.S. and M.S. in Mechanical Engineering from the State University of New York, Buffalo. He also holds a Certificate in Innovation Management from the Massachusetts Institute of Technology.
						Michele B. DiMartino joined Intuitive in January 2022 as Senior Vice President, Chief Human Resources Officer. Prior to joining Intuitive, Ms. DiMartino was a partner with Kates Kesler Organization Design Consulting (part of Accenture since May 2020) from January 2013 to January 2022, where she worked closely with C-suite leaders and their teams to help redesign their organizations to deliver their growth plans. Prior to that, she worked as an HR executive in several global corporations. Ms. DiMartino holds a B.S. degree from Johnson & Wales University, where she also served on the board of trustees from 2010 to 2019. She has an M.S. degree from Rochester Institute of Technology as well as additional postgraduate study in organization development at Virginia Tech.
						Gary H. Loeb joined Intuitive in September 2022 as Senior Vice President, General Counsel and Chief Compliance Officer. Prior to joining Intuitive, Mr. Loeb served as general counsel for several public and private medical diagnostic and therapeutic firms, including Mammoth Biosciences from July 2021 to September 2022, Sangamo Therapeutics from July 2019 to July 2021, and Achaogen from November 2016 to June 2019. Prior to his roles as general counsel, Mr. Loeb spent 11 years leading intellectual property and litigation at Genentech, most recently as VP, Intellectual Property. Prior to Genentech, Mr. Loeb was an associate at law firms in Los Angeles and San Francisco. Mr. Loeb earned a B.S. in biological sciences and a B.A. in English from Stanford University and holds a J.D. from Columbia Law School.
						Marshall L. Mohr joined Intuitive in March 2006 as Senior Vice President and Chief Financial Officer and was promoted to Executive Vice President and Chief Financial Officer in July 2018. In January 2022, Mr. Mohr assumed the role of Executive Vice President, Global Business Services. Prior to joining Intuitive, Mr. Mohr was Vice President and Chief Financial Officer of Adaptec, Inc. (“Adaptec”). Prior to Adaptec, Mr. Mohr spent 22 years in PwC’s audit practice, where he was most recently the Managing Partner of the firm’s west region technology industry group and led its Silicon Valley accounting and audit advisory practice. Mr. Mohr also currently serves on the Boards of Directors of Pacific Biosciences of California, Inc. and Veeva Systems Inc. Mr. Mohr received his B.B.A. in Accounting and Finance from Western Michigan University.
						David J. Rosa joined Intuitive in March 1996 and has held leadership positions in engineering, clinical development, marketing, and product development. In April 2011, Mr. Rosa was promoted to the position of Senior Vice President, Emerging Procedures & Technology, and transitioned to the position of Senior Vice President, Scientific Affairs. In August 2014, Mr. Rosa was promoted to the position of Executive Vice President and Chief Scientific Officer. In June 2015, Mr. Rosa was appointed as Executive Vice President and Chief Commercial Officer. In January 2019, Mr. Rosa took on additional responsibility as Executive Vice President and Chief Business Officer. In January 2022, Mr. Rosa transitioned to Chief Strategy and Growth Officer. Mr. Rosa also currently serves on the Boards of Directors of Kardium Inc. Mr. Rosa graduated magna cum laude with a B.S. in Mechanical Engineering from California Polytechnic University at San Luis Obispo. He also holds a Master of Science in Mechanical Engineering from Stanford University.
						Jamie E. Samath joined Intuitive in April 2013 as Vice President and Corporate Controller. In October 2013, Mr. Samath was appointed to the position of Principal Accounting Officer. In August 2019, Mr. Samath was promoted to the position of Senior Vice President, Finance. In January 2022, Mr. Samath was promoted to the position of Chief Financial Officer. Prior to joining Intuitive, Mr. Samath was the Vice President Finance and Corporate Controller at Atmel Corporation (“Atmel”), a semiconductor company, from October 2011 to April 2013, and served as its Principal Accounting Officer from December 2011 to April 2013. Prior to joining Atmel, Mr. Samath served in various finance roles at National Semiconductor Corporation (“National Semiconductor”) (acquired by Texas Instruments Incorporated in September 2011) from February 1991 to September 2011. From June 2005 to June 2010, Mr. Samath was the Principal Accounting Officer and Corporate Controller for National Semiconductor and, from June 2010 to September 2011, was Vice President, Principal Accounting Officer and Corporate Controller for National Semiconductor. Mr. Samath received his B.A. in Business Studies from London Metropolitan University and is a Certified Public Accountant (inactive).

This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations concerning matters that are not historical facts. Words such as “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “would,” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements related to risks associated with our compensation programs. Readers are cautioned that these forward-looking statements are based on current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict. We undertake no obligation to revise or update any forward-looking statements for any reason.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the section entitled “Compensation Discussion and Analysis” of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the 2023 Annual Meeting of Stockholders and incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Amal M. Johnson (Chair)

Amy L. Ladd, M.D.

Jami Dover Nachtsheim

Monica P. Reed, M.D.

This Compensation Discussion and Analysis explains our executive compensation program, including the philosophy, objectives, and policies and practices that contributed to our executive compensation actions and decisions for our 2022 named executive officers (our “NEOs”), who are listed below.

Name						Position
Gary S. Guthart, Ph.D.						President and Chief Executive Officer
Jamie E. Samath						Senior Vice President and Chief Financial Officer
David J. Rosa						Executive Vice President and Chief Strategy and Growth Officer
Bob DeSantis						Executive Vice President and Chief Product Officer
Marshall L. Mohr						Executive Vice President, Global Business Services

Executive Summary

The primary objective of our executive compensation program is to attract and retain a passionate team of executives who drive innovation that enables physicians and healthcare providers to improve the quality of and access to minimally invasive care. We seek to accomplish this goal in a way that is aligned with the long-term interests of our stockholders. Our strategy has been to provide a level of fairness within our programs to drive alignment of all employees, including our NEOs. This approach recognizes that, as a company, we are all one team with one mission. We believe our executive compensation program effectively aligns the interests of our NEOs with our objective of creating sustainable long-term value for our stockholders.

During 2022, the impact of the COVID-19 pandemic on the Company’s business differed by geography and region. During the first half of 2022, the Company saw COVID-19 resurgences impact da Vinci procedure volumes in the U.S. and Europe followed by recoveries in procedure volumes by mid-2022. During the fourth quarter of 2022, the Company saw COVID-19 resurgences impact da Vinci procedure volumes in China.

Measure (Amounts in millions of USD, except procedures and system placements)						Fiscal 2022						Fiscal 2021						Percentage Change
Revenue						$	6,222.2					$	5,710.1					9		%
Da Vinci procedures						1,875,000						1,594,000						18		%
Da Vinci Surgical System placements						1,264						1,347						(6)		%
Ion procedures						23,500						7,400						218		%
Ion system placements						192						93						106		%
Income from operations						$	1,577.1					$	1,821.0					(13)		%
Non-GAAP income from operations (*)						$	2,148.8					$	2,307.1					(7)		%
Net income attributable to Intuitive Surgical, Inc.						$	1,322.3					$	1,704.6					(22)		%
Non-GAAP net income attributable to Intuitive Surgical, Inc. (*)						$	1,694.8					$	1,809.3					(6)		%
Cash, cash equivalents, and investments						$	6,741.5					$	8,619.5					(22)		%
Repurchases and retirement of common stock						$	2,607.4					$	—					N/A

(*)Non-GAAP Financial Measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). See the section “Non-GAAP Financial Measures” in this proxy statement for more information about these non-GAAP financial measures and for a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures.

Beginning with the quarter ended March 31, 2022, the Company is no longer adjusting non-GAAP income from operations or non-GAAP net income attributable to Intuitive Surgical, Inc. for charges relating to intellectual property and license arrangements expensed to R&D. The Company made these changes to its presentation of non-GAAP financial measures based on its understanding of the U.S. Securities and Exchange Commission’s (the “SEC”) current views on this practice from knowledge of communications between the SEC and a number of pharmaceutical and life sciences companies and independent registered public accounting firms. Historical non-GAAP measures have been adjusted for comparability. For the year ended December 31, 2021, the impact of this adjustment was a decrease in non-GAAP income from operations of $8.0 million and a decrease in non-GAAP net income attributable to Intuitive Surgical, Inc. of $6.3 million.

Recent Operational Highlights

•Instruments and accessories revenue increased by 13% to $3.52 billion for the year ended December 31, 2022, compared to $3.10 billion for the year ended December 31, 2021. Systems revenue decreased by 1% to $1.68 billion for the year ended December 31, 2022, compared to $1.69 billion for the year ended December 31, 2021. Service revenue increased by 12% to $1.02 billion for the year ended December 31, 2022, compared to $0.92 billion for the year ended December 31, 2021.

•U.S. da Vinci procedures increased approximately 16% for the year ended December 31, 2022, as compared to the prior year. The 2022 U.S. procedure increase was driven by growth in general surgery procedures, most notably hernia repair, cholecystectomy, and bariatric procedures, as well as moderate growth in the more mature gynecologic and urologic procedure categories.

•Outside of U.S. (“OUS”) da Vinci procedures grew approximately 22% for the year ended December 31, 2022, as compared to the prior year. 2022 OUS procedure growth was driven by continued growth in urologic procedures, including prostatectomies and partial nephrectomies, and earlier stage growth in general surgery (particularly colorectal), gynecologic, and thoracic procedures.

•Procedure volumes in 2022 continued to be impacted by the COVID-19 pandemic. In early 2022, a resurgence of COVID-19 resulted in a significant increase in infections and hospitalization rates in the U.S. and certain countries in Europe, which, in turn, negatively impacted procedure volumes in January and February. As infections and hospitalizations started to decrease in February in the U.S. and Europe, we saw a recovery of procedure volumes. In March and during the second quarter of 2022, we also saw a resurgence in COVID-19 cases and increased hospitalizations and government interventions impacting parts of Asia, particularly China, which negatively impacted procedure volumes. During the third quarter of 2022, we did not experience significant disruptions from COVID-19. In the fourth quarter of 2022, we saw a resurgence in COVID-19 cases in China, which had a significant negative impact on our procedure volumes in the region.

•As of December 31, 2022, we had a da Vinci Surgical System installed base of approximately 7,544 systems, an increase of 12% compared to the installed base of approximately 6,730 systems as of December 31, 2021.

•As of December 31, 2022, we had an Ion system installed base of approximately 321 systems, an increase of 149% compared to the installed base of approximately 129 systems as of December 31, 2021.

•In September 2022, we obtained regulatory clearance for the da Vinci SP Surgical System in Japan for use in general surgeries, thoracic surgeries (excluding cardiac procedures and intercostal approaches), urologic surgeries, gynecological surgeries, and trans-oral head and neck surgeries. The da Vinci SP Surgical System provides surgeons with robotic-assisted technology designed for deep and narrow access to tissue in the body through a single, small incision, which helps enable a minimally invasive experience for complex procedures.

The charts below show our total revenue and the number of da Vinci procedures, system placements, and installed base in 2020, 2021, and 2022.

2022 Executive Compensation Highlights

Consistent with our business results, the Compensation Committee took the following actions with respect to the 2022 compensation of our NEOs:

•Base Salary. Base salaries were increased in the range of approximately 3% for our NEOs, other than in the case of Mr. Samath, whose base salary was increased by 16.7% based on his promotion to Senior Vice President and Chief Financial Officer. These base salary increases took into consideration the changes in responsibilities for each NEO, including promotions, the competitive market for executive talent, Company performance, and the other factors described in the section entitled “Executive Compensation Elements” below.

•Annual Performance-Based Cash Bonuses. The 2022 Corporate Incentive Program (the “CIP”), our annual performance-based cash incentive program, for our NEOs was funded at 105.6% and will be paid out in March 2023. The CIP was funded based on our actual level of achievement as measured against a pre-established adjusted operating income goal and pre-established strategic Company performance goals. See the section entitled “Annual Performance Based Cash Bonuses” below for a detailed discussion of the CIP.

•Equity Awards. Beginning in 2022, the Compensation Committee determined to implement a performance equity award program to reward the creation of long-term value for the Company and more closely align executives with shareholder interests. Under the performance award program in 2022, executives, including the NEOs, were granted performance share units (“PSUs”) as one-third of their equity mix. For 2022, the Compensation Committee granted equity awards in the form of RSUs, stock options, and PSUs. The amount of each award was based on several factors, including managing the Company’s burn rate, reducing our equity overhang in the long run, maintaining our ability to compete for outstanding talent, maintaining our corporate compensation philosophies, and the NEO’s experience and performance. In 2023, the Compensation Committee determined that a higher percentage of long-term incentive compensation should be allocated to PSUs. Accordingly, executives, including the NEOs, were generally granted PSUs as one-half of their equity mix for 2023, with the remainder of their equity award value granted equally in the form of RSUs and stock options.

Pay for Performance

Our CEO’s annual total direct compensation consists of base salary paid, annual performance-based cash bonus earned, and the grant date fair value of his equity awards (including RSUs, stock options, and PSUs) granted during the year, as shown in the “2022 Summary Compensation Table” below. Our stock return is calculated based on the closing market price of our common stock on the date of the fiscal year end. The stock return is indexed to 2018, such that it represents the stock price percentage change over the 2018 year-end price of $159.64 per share, and our CEO’s annual total direct compensation is similarly indexed to his 2018 annual total direct compensation.

Results of Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2022 Annual Meeting of Stockholders, we conducted a stockholder advisory vote on the 2021 compensation of our then NEOs (commonly known as a “Say-on-Pay” vote). Our stockholders approved the 2021 compensation of our then NEOs, with over 92% of the votes cast in favor of the proposal. Based on the results of this Say-on-Pay vote, the Compensation Committee determined not to make significant changes to our compensation program following the 2022 Annual Meeting of Stockholders.

We believe that the outcome of the Say-on-Pay vote reflects our stockholders’ support of our compensation philosophy, specifically our efforts to attract, retain, and motivate our executive officers, including our NEOs.

We value the opinions of our stockholders and will continue to consider the outcome of future Say-on-Pay votes, as well as feedback received throughout the year, when making compensation decisions for our executive officers, including our NEOs. Our policy is to hold Say-on-Pay votes on the compensation of our NEOs on an annual basis.

Executive Compensation Policies and Practices

The Compensation Committee has adopted and is committed to maintaining a comprehensive governance framework for executive compensation that aligns with long-term stockholder interests. This framework includes the following:

Independence						The Compensation Committee is comprised solely of independent directors.
Independent Adviser						The Compensation Committee engages an independent compensation consultant, Aon, to provide analysis, advice, and guidance on compensation matters.
Biennial Executive Compensation Review						The Compensation Committee reviews a biennial compensation analysis prepared by Aon, which includes approval of our executive compensation strategy and philosophy and our compensation peer group.
Succession Planning						We review the risks associated with key executive officer positions and endeavor to ensure adequate succession plans are in place.
Stock Ownership Guidelines						We maintain stock ownership guidelines for our executive officers and the non-employee members of our Board.
Compensation Recovery Policy						We have a Compensation Recovery Policy that provides that the Company may recover cash incentive or performance-vesting equity compensation of our current and former executive officers in the event that they engage in fraudulent or willful misconduct that results in the Company being required to prepare an accounting restatement.
Compensation At-Risk						Our executive compensation program is designed such that a significant portion of compensation is “at risk” based on corporate performance, including equity-based compensation, to align the interests of our executive officers and stockholders.
Performance-Based Awards						Performance-based stock awards are not earned unless the Company attains specified performance objectives over a multi-year period, tying executive pay to the achievement of critical objectives and to sustained value creation for our stakeholders.
No Employment Agreements						We do not have employment agreements with any of our executive officers. All executive officers are employed “at will.”
No Executive Retirement Plans						We do not provide executive pensions or other supplemental executive retirement health or insurance benefits.
No Executive Perquisites						We do not provide any perquisites or other personal benefits to our executive officers that are not otherwise available on the same basis to our other full-time employees.
No Special Health or Welfare Benefits						Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same scaled basis as our other full-time, salaried employees.
No Tax Reimbursements						We do not provide any tax reimbursement payments (including “gross-ups”) on any element of executive compensation.
“Double-Trigger” Change-in-Control Arrangements						All change-in-control payments and benefits pursuant to the Company-wide change in control plan are based on a “double-trigger” arrangement (i.e., they require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid).
No Repricing						All of the Company’s equity plans expressly prohibit stock option repricing without stockholder approval.
No Buyout of Underwater Options						All of the Company’s active equity plans expressly prohibit the Company from buying out stock options whose exercise price exceeds the fair market value of our common stock, often referred to as underwater options, for cash.
No Liberal Recycling of Shares						All of the Company’s active equity plans prohibit the liberal recycling of shares or underlying awards granted under these plans.
No Automatic “Single Trigger” Vesting of Equity Awards						None of the Company’s active equity plans provide for automatic acceleration of vesting of equity awards upon a change in control of the Company.

Executive Compensation Philosophy

Goal of Executive Compensation Program

The primary objective of our executive compensation program is to attract and retain a passionate team of executives who will provide leadership to advance the quadruple aim: better outcomes, better patient experience, better care team experience, and lower total cost to treat. We seek to accomplish this goal in a way that is aligned with the long-term interests of our stockholders.

We employ a “team-based” approach to compensating our executives, which is predicated on two principles.

•Each executive, including our NEOs, must demonstrate exceptional performance to remain a part of our executive team. We believe that executives who underperform should be removed from our executive team and have their compensation adjusted accordingly or be dismissed from the Company.

•Executives, including our NEOs, must contribute as members of the team to our overall success rather than merely achieve specific objectives within their respective area of responsibility.

As a result of this team-based approach, the Compensation Committee carefully considers the relative compensation levels among all members of the executive team. Accordingly, our executive compensation program is designed to be internally consistent and equitable to further the Company’s success. As reflected in the discussion below, the differences in the amounts awarded to each of our executives, including our NEOs, relate primarily to the experience, responsibilities, and performance of each individual executive and differing market practices for compensation in each executive’s job function.

Compensation Mix

We are focused on a total compensation program that directly links to performance. We provide competitive cash compensation through base salary, which is fixed pay, and cash performance incentives. Our equity compensation program provides for awards in RSUs, stock options, and PSUs. We rely on these long-term equity awards to attract, motivate, and retain an outstanding executive team and to ensure a strong connection between our executive compensation program and the long-term interests of our stockholders. We believe RSUs, stock options, and PSUs are effective compensation elements for attracting innovative and passionate executives that reward stockholder value creation and for providing critical retention value for our executives. By ensuring that our executives have a significant portion of their potential compensation tied to long-term stock price performance, we are able to closely align the interest of our executives with the interests of our stockholders.

In 2022, the majority of Dr. Guthart’s and our other NEOs’ total target direct compensation (base salary, target annual bonus, and the grant date fair value of equity awards) is long-term equity-based compensation. Linking most of our NEOs’ total target direct compensation to long-term equity emphasizes variable pay, which is consistent with the Company’s pay-for-performance philosophy. The charts below illustrate the mix of our NEOs’ total target direct compensation.

Executive Compensation-Setting Process

Role of Compensation Committee

The Compensation Committee oversees our executive compensation program (including our executive compensation policies and practices), approves the compensation of our executives, including our NEOs (other than Dr. Guthart), and administers our various equity plans.

The Compensation Committee annually reviews the performance of Dr. Guthart to determine whether to make any changes to his compensation. Following its approval, the Compensation Committee presents such changes to the independent members of our Board for review and ratification.

Role of Executive Officers

Dr. Guthart makes recommendations to the Compensation Committee regarding the base salary, annual performance-based cash bonus award, and equity awards for our executive officers other than himself. At the Compensation Committee’s request, Dr. Guthart reviews with the Compensation Committee the individual performance of each of the other executive officers, including each of our other NEOs. The Compensation Committee gives considerable weight to Dr. Guthart’s evaluations and determines whether the recommended changes in each executive officer’s compensation, if any, are appropriate.

The Compensation Committee receives support from our Human Resources Department in designing our executive compensation program and analyzing competitive market practices. In addition, Dr. Guthart participates in Compensation Committee meetings, providing input from our executive team on organizational structure, executive development, and financial analysis.

Role of Compensation Consultant

In 2022, the Compensation Committee directly retained the services of Aon to assist it in fulfilling its duties and responsibilities. Aon does not provide services to the Company or its management outside of the services provided to the Compensation Committee unless directed by the Compensation Committee.

The Compensation Committee annually reviews the performance of Aon. As part of this annual review, the Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules

Competitive Positioning

While the Compensation Committee does not establish compensation levels based solely on a review of competitive market data, it believes that such data is a useful tool in its deliberations, as it recognizes that our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executives. Generally, the Compensation Committee reviews our executive compensation relative to our established competitive market (based on an analysis of the compensation policies and practices of a select group of peer companies) every two years. The Compensation Committee uses the competitive market data when evaluating all aspects of executive compensation. As a reference point for our NEOs, the Compensation Committee targets the total direct compensation values, which includes base salary, target annual bonus, and the estimated grant date fair value of equity awards, between the 50th and 75th percentiles of our peers, based on the compensation peer group established by the Compensation Committee in consultation with Aon.

The Compensation Committee engaged Aon to assist with reviewing our compensation peer group and assessing the competitiveness of our executive compensation program in 2022. In evaluating and determining whether to make changes to the compensation peer group, the Compensation Committee considers the following selection criteria:

•Location of the Company (U.S.-based);

•Ownership structure of the company (publicly-traded);

•Company’s industry (medical device, medical supplies, life sciences tools, and services and technology);

•Revenues (approximately 1/3 to 3x the Company’s last four quarters’ revenue); and

•Market capitalization (approximately 1/4 to 4x the Company’s market capitalization).

Adobe Inc.			DexCom, Inc.			ServiceNow, Inc.
Agilent Technologies, Inc.			Edwards Lifesciences Corporation			Stryker Corporation
Align Technology, Inc.			IDEXX Laboratories, Inc.			VMWare, Inc.
Arista Networks Inc.			Illumina, Inc.			Workday, Inc.
Becton, Dickinson and Company			Intuit Inc.			Zimmer Biomet Holdings, Inc.
Block, Inc. (formerly ‘Square, Inc.’)			Mettler-Toledo International Inc.
Boston Scientific Corporation			ResMed Inc.

Executive Compensation Elements

The following table lists the elements of the 2022 target direct compensation for our executive compensation program. A mix of fixed and variable compensation elements is used to drive Company performance by applying specific measures that correlate to the creation of stockholder value and aligning our financial and strategic Company goals.

(1)Refer to the “Long-Term Incentive Compensation” subsection of the “Executive Compensation” section of the Proxy for a description of these performance measures.

Named Executive Officer						Base Salary as of April 1, 2022 ($)						Base Salary as of April 1, 2021 ($)						Percentage Change
Gary S. Guthart, Ph.D. (1)						880,000						852,325						3.2		%
Jamie E. Samath (2)						525,000						450,000						16.7		%
David J. Rosa						630,468						611,468						3.1		%
Bob DeSantis						568,000						550,000						3.3		%
Marshall L. Mohr (3)						588,250						588,250						—		%

(1)Dr. Guthart’s base salary was subsequently ratified by the independent members of the Board.

(2)Mr. Samath’s base salary increased to $525,000 on January 1, 2022, in connection with his promotion to Senior Vice President and Chief Financial Officer.

(3)In support of our strategy to establish a global business services organization and ensure the continuity of Mr. Mohr’s highly valued executive leadership, in lieu of a base salary increase, Mr. Mohr received a lump-sum merit award in the amount of $18,000.

The base salaries earned by our NEOs during 2022 are set forth in the “2022 Summary Compensation Table” below.

Annual Performance-Based Cash Bonuses

Under our Corporate Incentive Program (the “CIP”), we use annual performance-based cash bonuses to motivate and reward our executive officers, including our NEOs, to achieve or exceed our short-term financial and operational objectives while making progress towards our long-term growth and other goals. Consistent with our

At the end of each year, the Compensation Committee determines the amount of the bonus award to be paid to each executive officer by comparing our actual results to the performance goals established for the year. The Compensation Committee may, in its discretion, reduce or increase the amount of any individual award based on an executive officer’s overall performance and respective contribution to the achievement of our performance goals.

Target Annual Cash Bonus Opportunities

Named Executive Officer						Target Annual Cash Bonus Opportunity (as a percentage of base salary)						Maximum Annual Cash Bonus Opportunity (as a percentage of base salary) (1)
Gary S. Guthart, Ph.D.						150%						187.5%
Jamie E. Samath						65%						81.25%
David J. Rosa						100%						125%
Bob DeSantis						100%						125%
Marshall L. Mohr						100%						125%

(1)The maximum annual cash bonus opportunity (as a percentage of base salary) is calculated at the percentages of the target annual cash bonus opportunity set forth above; however, the Compensation Committee may award higher amounts based on individual performance.

For 2023, the target and maximum annual cash bonus opportunities (expressed as a percentage of base salary) under the CIP are the same as 2022.

Annual Cash Bonus Plan Formula and Funding

For 2022, the CIP for each NEO was planned to be funded through an incentive pool based on our achievement of an adjusted operating income (“AOI”) goal, as set forth in our annual operating plan, and paid to our executive officers based on our actual level of achievement with respect to AOI and several pre-established strategic Company performance objectives (the “Company Performance Goals”). For purposes of the CIP, “AOI” is an operational metric that is defined as operating income, excluding CIP expense, share-based compensation and long-term incentive plan expenses, non-cash amortization of intangible assets, litigation charges, and other adjustments, primarily related to inventory cost accounting and hedging.

For 2022, the CIP incentive pool was funded based on the threshold, target, and maximum AOI achievement levels of $2.001 billion, $2.062 billion, and $2.404 billion, respectively, with achievement between any two levels determined by linear interpolation. Achievement at threshold, target, and maximum AOI levels corresponded to funding at 0%, 100%, and 125%.

The amount of the incentive pool that is paid out as annual cash bonuses for each executive officer, including each NEO, is determined by an equal weighting of achievement of the AOI goal and aggregate achievement of the Company Performance Goals. In the event that the AOI threshold was not achieved, the incentive pool would not be funded, and our NEOs would not be eligible to receive any bonus under the CIP. Typically, the overall CIP payout will not exceed the amount by which the incentive pool is funded.

The Company Performance Goals are established at the corporate level by the executive team and Dr. Guthart and then reviewed and approved by our Board annually at the beginning of the year. For 2022, the Company Performance Goals fell into four categories: Innovation & Operational Excellence; Support Our Customers; Quality and Regulatory; and Financial. Given their relationship to our annual operating plan and business strategy and because the Company Performance Goals and their specific target levels are highly confidential, we do not publicly disclose them. We believe their disclosure would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies that could cause us substantial competitive harm.

The Company Performance Goals are designed to focus on the short-term objectives that we believe ultimately drive the long-term success of the Company. There is a risk that payments with respect to any specific goal will not be made at all or will be made at less than 100% of the target level. The achievement of the goals may be affected

2022 Bonus Decisions

For 2022, the target funding for AOI was set at $2.062 billion and maximum funding of 125% of the pool was set at AOI of $2.404 billion, with funding at intermediate levels determined based on linear interpolation. Based on our actual achievement of AOI of $2.198 billion, or 111.0% achievement, weighted at 50%, and actual achievement of the Company Performance Goals of 100.2%, weighted at 50%, the CIP was funded at 105.6% of the target level for our NEOs.

Based on our 2022 performance, the annual cash bonus payments made to our other NEOs were approved by the Compensation Committee or, in the case of Dr. Guthart, ratified by the independent members of the Board. The 2022 annual cash bonus payment amounts for our NEOs are set forth in the “2022 Summary Compensation Table” below.

Long-Term Incentive Compensation

Our long-term incentive compensation consists of equity awards in the form of RSUs, stock options, and PSUs. We grant these equity awards to ensure that our executive officers, including our NEOs, have a continuing stake in our long-term success. The Compensation Committee believes that these types of equity awards best meet our overall goals of alignment with long-term performance, stockholder value creation, and retention of our executive officers. The Compensation Committee also believes that the granting of equity awards with multi-year performance or service vesting requirements and, with respect to stock options, a 7-year or 10-year term, creates a substantial retention incentive and encourages our executive officers to focus on our long-term business objectives and driving long-term stock price performance. We further believe using this equity incentive compensation mix rewards each executive officer for their contributions to the future success of the Company and incentivizes them to work towards the Company’s long-term critical performance goals, including through the use of stretch company-based goals with respect to the PSUs.

RSUs and PSUs are generally granted once per year in February, other than in connection with new hires and promotions. The RSUs vest 25% annually over a four-year period, while the PSUs are eligible to vest as 0-125% of the target number of PSUs after a three-year period based on the achievement of the applicable performance objectives.

Stock option awards are generally granted bi-annually in February and August, other than in connection with new hires and promotions. The February stock option grants vest 1/8 upon completion of six months of service and 1/48 per month thereafter, through a four-year period, while the August stock option grants vest 7/48 upon completion of one month of service and 1/48 per month thereafter, through a 3.5-year period.

In 2022, the Compensation Committee determined to implement a performance equity award program to reward the creation of long-term value for the Company and more closely align executives with shareholder interests. Under the performance award program, executives, including the named executive officers, were granted PSUs as one-third of their equity mix for 2022.

The PSUs are eligible to be earned over an approximately three-year performance period and vest on the three-year anniversary of the grant date based on actual performance as determined by the Compensation Committee. The PSUs have an overall payout range of 75% of target to 125% of target, as determined by the Compensation Committee. One-third of the 2022 PSUs are eligible to be earned based on the Company’s total shareholder return (“TSR”) relative to the Standard & Poor’s Healthcare Equipment Select Index (the “Peer Group Index”) over the performance period, while the remaining two-thirds of the 2022 PSUs are eligible to be earned based on the achievement of specified da Vinci procedure growth percentage targets based on both year-over-year and multi-year periods within the overall performance period. No shares will be earned if the actual performance is below the threshold attainment level. We believe that the design of these PSUs provides a strong long-term focus on both operational and stock-based performance of the Company.

The below table outlines the metrics by which the 2022 PSUs are eligible to be earned as well as the earned/vested PSU payout achievement factor for the achievement of threshold, target, or maximum performance.

									% Earned/Vested
Metrics			Weighting						Threshold						Target						Maximum
2023 YoY da Vinci Procedure Growth (1)			33.3%						75%						100%						125%
2024 2-Yr da Vinci Procedure CAGR (2)			33.3%						75%						100%						125%
Relative TSR (3)			33.3%						75%						100%						125%

(1)Calculated as the total da Vinci procedure growth percentage for the fiscal year ended December 31, 2023, relative to the total procedures performed in the fiscal year ended December 31, 2022.

(2)Calculated as the two-year compound annual da Vinci procedure growth rate percentage for fiscal year ended December 31, 2024, relative to the total procedures performed in the fiscal year ended December 31, 2022.

(3)Calculated as the Company's TSR relative to the TSR of companies within the Peer Group Index. The relative TSR will be determined by ranking the Company and the Peer Group Index companies from highest to lowest according to their respective TSRs. The Company's threshold, target, and maximum relative TSR performance metrics relative to the Peer Group Index companies have been set as the 25th, 50th, and greater than or equal to the 75th percentiles, respectively.

Individual grant awards are determined by the Compensation Committee after considering various factors including a competitive market analysis prepared by our compensation consultant, the current value of our common stock, the overall available stock pool under our active equity plans, and the individual performance of each NEO. The Compensation Committee also considers Dr. Guthart’s recommendations for the other NEOs when approving equity awards. The Compensation Committee determines and presents its equity award recommendation for Dr. Guthart to the independent members of the Board for their ratification.

In 2023, the Compensation Committee determined that a higher percentage of long-term incentive compensation should be allocated to PSUs. Accordingly, executives, including the named executive officers, were generally granted PSUs as one-half of their equity mix for 2023, with the remainder of their equity award value granted equally in the form of RSUs and stock options.

In 2023, the Compensation Committee authorized the following equity awards for our NEOs:

			Shares of Company Common Stock Underlying RSUs Granted																		Shares of Company Common Stock Subject to Options Granted																		Target Shares of Company Common Stock Subject to PSUs Granted
Named Executive Officer			2023						2022						2021						2023 (1)						2022						2021						2023						2022						2021
Gary S. Guthart, Ph.D.			10,534						10,025						12,120						31,602						30,076						36,366						21,069						10,025						—
Jamie E. Samath (2)			4,310						3,008						N/A						12,928						9,022						N/A						8,619						3,008						—
David J. Rosa			5,746						6,015						6,843						17,238						18,046						20,526						11,492						6,015						—
Bob DeSantis			3,831						6,015						6,354						11,492						18,046						19,062						7,661						6,015						—
Marshall L. Mohr (3)			5,746						4,010						6,843						5,746						12,030						20,526						—						4,010						—

(1)    As described above under “Long-Term Incentive Compensation,” stock options are granted bi-annually in February and August. We have included both the February 2023 grant and the expected August 2023 grant in this table. Refer to the section “Long-Term Incentive Compensation” for more information on the vesting terms of these awards.

(2)    The equity awards granted to Mr. Samath in 2021 are not included, as Mr. Samath was not an NEO in 2021.

(3)    In support of our strategy to establish a global business services organization and ensure the continuity of Mr. Mohr’s highly valued executive leadership, in 2023, Mr. Mohr was granted a special equity award with a modified two-year vesting period. Mr. Mohr’s RSUs granted in 2023 will vest in 1/2 increments annually over a two-year period, contingent upon continued employment through the applicable vesting date. Mr. Mohr’s February options granted in 2023 will vest as 1/4th of the underlying options upon completion of six months of service and 1/24th of the underlying options per month thereafter, contingent upon continued employment through the applicable vesting date, and the August options granted in 2023 will vest as 7/24ths of the underlying options upon completion of one month of service following the date of the grant and 1/24th of the underlying options per month thereafter, contingent upon continued employment through the applicable vesting date.

Equity Award Grant Policies

The Compensation Committee reviews and approves annual equity award grants to our executive officers, including our NEOs, and Dr. Guthart’s equity award is ratified by the independent members of the full Board. Beginning in 2020 and prior to 2023, the Company made annual stock option grants on the last business day of February and on the same date in August or, if that date is not a business day, the next business day. Beginning in 2023, the Company changed the timing of its bi-annual stock option grants to the last trading day of February and August 10 or, if that date is not a trading day, the next trading day. RSUs and PSUs are granted on the last trading day of February each year.

We do not time the granting of stock options with any favorable or unfavorable news released by the Company. Initial RSU grants are consistently granted on the tenth day of the month. If the tenth day of the month is not a trading day, then the grant date will be the next trading day immediately following the tenth day of the month. Proximity of any awards to an earnings announcement or other market events is coincidental.

Welfare and Other Employee Benefits

We have established a tax-qualified Section 401(k) retirement plan for all employees, including our NEOs, who satisfy certain eligibility requirements, including requirements relating to age and length of service. We match 200% of employee contributions up to $1,500 per calendar year per participant, including our named executive officers. All matching employer contributions are fully vested when made.

In addition, we provide all of our employees who work 20 hours or more per week, including our NEOs, a variety of health and welfare benefits. These benefits include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage.

Our employee benefits programs are intended to be affordable and competitive in relation to the market. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our executive officers, including our NEOs, except in limited situations where we believe it is appropriate to assist an individual in the performance of specific duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of specific duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Post-Employment Compensation

In December 2008, our Board approved and adopted a change-in-control plan (the “Change-in-Control Plan”). Under the Change-in-Control Plan, all eligible employees of the Company who have been employed at least six months prior to the date of their separation from service, including our NEOs, are eligible to receive certain payments and benefits in the event of a termination of employment without cause or an involuntary separation from service within 12 months after a change in control of the Company.

We believe the Change-in-Control Plan is beneficial to our stockholders, because it minimizes the uncertainty presented to our valuable workforce in the case of a change in control of the Company. In addition, we provide the Change-in-Control Plan to encourage our employees to work at a dynamic and rapidly growing business where their long-term compensation largely depends on future stock price appreciation. In the case of our executives, the Change-in-Control Plan is intended to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company, particularly when the services of the executives may not be required by the acquiring entity. In such a situation, we believe that these protections are necessary to encourage retention of the executives through the conclusion of the transaction and to ensure a smooth management transition. The payments and benefits provided under the Change-in-Control Plan have been designed to provide our eligible employees, including our NEOs, with consistent treatment that is competitive with current market practices.

A description of the terms and conditions of the Change-in-Control Plan, as well as information about the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2022, are set forth in “Potential Payments Upon Termination or Change in Control” below.

Stock Ownership Guidelines

We believe that stock ownership by our executives and the members of our Board is important to link the risks and rewards inherent in stock ownership of these individuals and our stockholders. In accordance with our stock ownership guidelines in effect since April 2019, these guidelines require (i) our CEO to maintain a minimum level of stock ownership equal to five times his annual base salary and (ii) each of our Executive Vice Presidents to maintain a minimum level of stock ownership equal to three times their respective annual base salary.

For purposes of determining stock ownership levels, the following forms of equity interests are included: shares owned outright by, or held in trust for the benefit of, the executive officer or a spouse or children sharing the same household; shares held through a fund or other entity as to which the executive officer has control; shares of our common stock, stock units, or other stock equivalents obtained through the exercise of stock options or vesting of equity awards; shares of common stock underlying vested stock options, net of shares that would need to be withheld for the exercise price; and other stock or stock equivalent awards determined by the Compensation Committee.

These stock ownership guidelines are intended to create a clear standard that encourages these executives to remain invested in the performance of the Company and our stock price. Each executive officer has five years from the date they become subject to the stock ownership guidelines to achieve compliance with the guidelines. Each of our current executive officers met or are on track to meet the guidelines as of the date of this proxy statement.

Compensation Recovery Policy

Our Compensation Recovery Policy (the “Policy”) is intended to maintain a culture of focused, diligent, and responsible management that discourages conduct detrimental to the growth of the Company. Accordingly, as set forth in the Policy, the Company may recover cash incentive or performance-vesting equity compensation of its current and former executive officers in the event that they engage in fraudulent or willful misconduct that results in the Company being required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under U.S. securities laws.

Tax and Accounting Considerations

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code (the “Code”) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for “covered employees,” which generally consist of our Chief Executive Officer, Chief Financial Officer, and each of the next three highest compensated officers for the taxable year, without regard to whether such executive officers are serving at the end of the taxable year, and anyone who previously has been a covered employee for any taxable year beginning after December 31, 2016.

While the Compensation Committee considers the deductibility of compensation along with other factors when making compensation decisions, it believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

Nonqualified Deferred Compensation

The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

“Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999 during 2022, and we have not agreed and are not

Accounting for Share-Based Compensation

We follow ASC 718 for our share-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based compensation awards made to employees and directors, including RSUs, stock options, and PSUs based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

COMPENSATION RISK CONSIDERATIONS

The Compensation Committee considers, in establishing and reviewing our employee compensation programs, whether each of these programs encourages unnecessary or excessive risk taking. The Company, after reviewing and discussing the compensation programs with the Compensation and Audit Committees of our Board, believes that the programs are balanced and do not motivate or encourage unnecessary or excessive risk taking because of, in part, the following:

•Base salaries are fixed in amount and, thus, do not encourage risk taking.

•While annual performance-based awards focus on achievement of short-term goals, and short-term goals may encourage the taking of short-term risks at the expense of long-term results, the Company’s performance-based award programs represent a reasonable portion of employees’ target total direct compensation opportunities. Performance-based awards are based on various departmental and Company-wide metrics; funding for the awards is capped at the Company level, and the distribution of the funds to executive officers and other employees is at the discretion of the Compensation Committee.

•Long-term equity awards are important to help further align employees’ interests with those of our stockholders. The ultimate value of the awards is tied to the Company’s stock price and, since awards are staggered and subject to long-term vesting schedules, they help ensure our executive officers have significant value tied to our long-term stock price performance. As described above in the Compensation Discussion and Analysis, we have established procedures related to the timing and approval of equity awards. In addition, in 2022, the Compensation Committee approved the implementation of a performance equity award program in which executives, including the named executive officers, were granted PSUs as one-third of their equity mix for the year. The 2022 PSUs are eligible to be earned based on the Company’s achievement of specified da Vinci procedure growth percentage targets based on both year-over-year and multi-year periods and the Company’s total shareholder return relative to the Standard & Poor’s Healthcare Equipment Select Index over a three-year performance period and provide a strong long-term focus on both operational and stock-based performance of the Company without encouraging significant risk-taking in order to achieve such performance goals.

Because of the above, we believe that our employee compensation programs appropriately balance risk and the desire to focus employees on specific short-term goals important to the Company’s success.

2022 Summary Compensation Table

Name and Principal Position						Year						Salary  ($)												Stock Awards ($) (1)						Option Awards  ($) (1)						Non-Equity Incentive Plan Compensation  ($) (2)						All Other Compensation ($) (3) (4) (5)						Total ($)
Gary S. Guthart, Ph.D. President and Chief Executive Officer						2022						873,081												5,911,183						2,203,864						1,355,449						1,500						10,345,077
						2021						846,119												2,976,672						2,858,652						1,376,466						1,500						8,059,409
						2020						821,475												2,752,030						2,468,357						—						1,500						6,043,362
Jamie E. Samath Senior Vice President and Chief Financial Officer						2022						525,000												1,773,656						661,101						360,360						1,500						3,321,617
David J. Rosa Executive Vice President and Chief Strategy and Growth Officer						2022						625,718												3,546,705						1,322,348						693,868						1,500						6,190,139
						2021						607,218												1,680,641						1,613,504						727,866						1,500						4,630,729
						2020						589,968												1,605,618						1,439,878						—						1,500						3,636,964
Bob DeSantis Executive Vice President and Chief Product Officer						2022						563,500												3,546,705						1,322,348						547,511						8,054						5,988,118
						2021						537,500												1,560,542						1,498,423						595,339						1,500						4,193,304
						2020						489,955												1,808,335						705,369						41,097						1,500						3,046,256
Marshall L. Mohr Executive Vice President, Global Business Services						2022						588,250												2,364,479						881,516						590,132						19,500						4,443,877
						2021						584,000												1,680,641						1,613,504						666,702						1,500						4,546,347
						2020						566,250												1,605,618						1,439,878						—						1,500						3,613,246

(1)The amounts reported in these columns represent the grant date fair values of the RSUs, stock options, and PSUs granted to the NEOs in the applicable fiscal year, determined in accordance with ASC 718. See Note 10 of the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K filed on February 10, 2023, for a discussion of all assumptions made by us in determining the grant date fair value of these equity awards.

The amounts in 2022 include the grant date fair value for PSUs, which are eligible to be earned over an approximately three-year performance period and have an overall payout range of 75% to 125% of target, as determined by the Compensation Committee. One-third of the 2022 PSUs are eligible to be earned based on the Company’s total shareholder return relative to the Standard & Poor’s Healthcare Equipment Select Index over the performance period, while the remaining two-thirds of the 2022 PSUs are eligible to be earned based on the achievement of specified da Vinci procedure growth percentage targets based on both year-over-year and multi-year periods within the overall performance period. No shares will be earned if the actual performance is below the threshold attainment level. The performance condition component of the fair value of PSUs was determined based on the fair market value of our common stock on the grant date. The maximum grant date fair values of the performance condition component of PSUs were $2,425,465, $727,761, $1,455,279, $1,455,279 and $970,186 for Dr. Guthart, Mr. Samath, Mr. Rosa, Mr. DeSantis, and Mr. Mohr, respectively. The market condition component of the fair value of PSUs was determined as of the date of grant using the Monte-Carlo simulation method, which utilizes multiple input variables to estimate the probability of meeting the performance objectives established for the award, including the expected volatility of our stock price relative to the S&P Health Care Equipment Select Industry Index at the end of the three-year performance period and a risk-free interest rate of 1.61% derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period; accordingly, their maximum grant date fair values were the same as their target grant date fair values shown in the table. Based on the Monte-Carlo simulation method, the grant date fair value of the market condition component of the PSUs was 109% of our closing stock price on the grant date, and, as a result, the grant date fair values were $1,060,244, $318,126, $636,146, $636,146, and $424,098 for Dr. Guthart, Mr. Samath, Mr. Rosa, Mr. DeSantis, and Mr. Mohr, respectively.

(2)Represents the annual bonus earned in the designated fiscal year under the CIP paid in March of the following year. See the “Compensation Discussion and Analysis” section above for a more detailed discussion.

(3)For all NEOs, this category includes matching contributions paid by us pursuant to our 401(k) plan in the amount of $1,500.

(4)For Mr. DeSantis, in 2022, this category included a vacation cash-out in the amount of $6,554.

(5)For Mr. Mohr, in 2022, this category included a one-time payment in lieu of a base salary increase in the amount of $18,000.

2022 Grants of Plan-Based Awards Table

The following table summarizes information about the non-equity incentive awards and equity-based awards granted to our NEOs in 2022:

Name						Grant Date						Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)																		Estimated Future Payouts Under Equity Incentive Plan Awards (2)																		All Other Stock Awards: # of Shares of Stock or Units (3)						All Other Option Awards: # of Securities Underlying Options (3)						Exercise or Base Price of Options or Awards ($/Share)						Grant Date Fair Value of Options and Awards ($) (4)
												Threshold ($)						Target ($)						Maximum ($)						Threshold (#)						Target (#)						Maximum (#)
Gary S. Guthart, Ph.D.						2/28/2022																								7,519						10,025						12,531																								3,000,625
						2/28/2022																																										10,025																		2,910,558
						2/28/2022																																																15,038						290.33						1,213,755
						8/29/2022																																																15,038						208.90						990,109
						Cash Incentive						—						1,288,866						1,611,083
Jamie E. Samath						2/28/2022																								2,256						3,008						3,760																								900,343
						2/28/2022																																										3,008																		873,313
						2/28/2022																																																4,511						290.33						364,094
						8/29/2022																																																4,511						208.90						297,007
						Cash Incentive						—						329,063						411,329
David J. Rosa						2/28/2022																								4,511						6,015						7,519																								1,800,370
						2/28/2022																																										6,015																		1,746,335
						2/28/2022																																																9,023						290.33						728,269
						8/29/2022																																																9,023						208.90						594,079
						Cash Incentive						—						625,718						782,148
Bob DeSantis						2/28/2022																								4,511						6,015						7,519																								1,800,370
						2/28/2022																																										6,015																		1,746,335
						2/28/2022																																																9,023						290.33						728,269
						8/29/2022																																																9,023						208.90						594,079
						Cash Incentive						—						563,500						704,375
Marshall L. Mohr						2/28/2022																								3,008						4,010						5,013																								1,200,255
						2/28/2022																																										4,010																		1,164,223
						2/28/2022																																																6,015						290.33						485,486
						8/29/2022																																																6,015						208.90						396,031
						Cash Incentive						—						588,250						735,313

(1)For 2022, Dr. Guthart had a bonus target of 150% of base salary, Mr. Samath had a bonus target of 65% of base salary, and Messrs. Rosa, DeSantis, and Mohr had a bonus target of 100% of base salary. At its discretion, the Compensation Committee has the authority to pay any NEO in excess of or below the targeted bonus amount. The goals for 2022 were approved by the Compensation Committee in January 2022. The payout amounts for each NEO were reviewed and approved by the Compensation Committee and the Board in January 2023 upon reviewing results for 2022. The maximum bonus or performance payout is calculated at 125% of the target. Refer to the “Compensation Discussion and Analysis” section above for detailed discussion of the CIP.

(2)Amounts represent threshold, target, and maximum opportunities for the 2022 PSUs, which are eligible to be earned over an approximately three-year performance period and have an overall payout range of 75% of target to 125% of target, as determined by the Compensation Committee. One-third of the 2022 PSUs are eligible to be earned based on the Company’s TSR relative to the Peer Group Index TSR over the performance period, while the remaining two-thirds of the 2022 PSUs are eligible to be earned based on the achievement of specified da Vinci procedure growth percentage targets based on both year-over-year and multi-year periods within the overall performance period. No shares will be earned if the actual performance is below the threshold attainment level. The February PSU grants vest on the three-year anniversary of the grant date based on actual performance achievement of each metric as determined by the Compensation Committee.

(3)The options were granted under our Amended and Restated 2010 Incentive Award Plan. The February option grants vest 6/48 at the end of six months and 1/48 per month thereafter through a four-year period, subject to continued employment through the applicable vesting date. The August option grants vest 7/48 at the end of one month and 1/48 per month thereafter through a 3.5-year period, subject to continued employment through the applicable vesting date. The February RSU grants vest in 1/4 increments annually over a four-year period, subject to continued employment through the applicable vesting date.

(4)The amounts shown represent the fair value per share as of the grant date of such award determined pursuant to ASC 718, multiplied by the number of shares. See Note 10 of the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K

Outstanding Equity Awards as of December 31, 2022

												Option Awards																								Stock Awards
Name						Grant Date						# of Securities Underlying Unexercised Options (# Exercisable)						# of Securities Underlying Unexercised Options (# Unexercisable) (*)						Option  Exercise Price ($/share)						Option Expiration Date						Shares or units of stock that have not vested (#) (1)						Market value of shares or units of stock that have not vested ($) (2)						Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)						Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Gary S. Guthart, Ph.D.						8/15/2013						67,500						—						42.64						8/15/2023
						2/18/2014						33,750						—						49.34						2/18/2024
						8/15/2014						33,750						—						51.02						8/15/2024
						2/17/2015						25,200						—						57.11						2/17/2025
						8/17/2015						25,200						—						59.23						8/17/2025
						2/16/2016						7,893						—						59.46						2/16/2026
						2/15/2017						36,000						—						79.64						2/15/2027
						8/15/2017						36,000						—						109.49						8/15/2027
						2/15/2018						25,500						—						139.52						2/15/2028
						8/15/2018						25,500						—						174.26						8/15/2028
						2/15/2019						21,561						939						182.83						2/15/2029
						2/15/2019																														3,750						995,063
						8/15/2019						21,564						936						166.62						8/15/2029
						2/28/2020						16,431						6,765						177.99						2/28/2030
						2/28/2020																														7,728						2,050,625
						8/28/2020						16,428						6,765						242.34						8/28/2030
						2/26/2021						8,334						9,849						245.60						2/26/2031
						2/26/2021																														9,090						2,412,032
						8/26/2021						8,334						9,849						347.42						8/26/2031
						2/28/2022						3,132						11,906						290.33						2/28/2029
						2/28/2022																														10,025						2,660,134
						2/28/2022																																										10,025						2,660,134
						8/29/2022						3,133						11,905						208.90						8/28/2029
Jamie E. Samath						2/15/2018						432						—						139.52						2/15/2028
						8/15/2018						432						—						174.26						8/15/2028
						2/15/2019						1,269						180						182.83						2/15/2029
						2/15/2019																														723						191,848
						8/15/2019						1,269						180						166.62						8/15/2029
						2/28/2020						786						735						177.99						2/28/2030
						2/28/2020																														2,511						666,294
						8/28/2020						783						732						242.34						8/28/2030
						2/26/2021						1,173						1,392						245.60						2/26/2031
						2/26/2021																														3,849						1,021,332
						8/26/2021						1,176						1,389						347.42						8/26/2031
						2/28/2022						939						3,572						290.33						2/28/2029
						2/28/2022																														3,008						798,173
						2/28/2022																																										3,008						798,173
						8/29/2022						940						3,571						208.90						8/28/2029
David J. Rosa						2/15/2013						54,000						—						63.25						2/15/2023
						8/15/2013						108,000						—						42.64						8/15/2023
						2/18/2014						28,125						—						49.34						2/18/2024
						8/7/2014						40,500						—						49.09						8/7/2024
						8/15/2014						28,125						—						51.02						8/15/2024
						2/17/2015						22,050						—						57.11						2/17/2025
						8/17/2015						22,050						—						59.23						8/17/2025