Intuitive Surgical (ISRG) Proxy Filing summary

Executive summary

• CEO transition completed, with Dave Rosa appointed as CEO and Gary S. Guthart, Ph.D. transitioning to Executive Chair, following a robust succession planning process to support long-term value creation and organizational health.

• The company reported strong global growth in minimally invasive procedures, with over 3.2 million procedures performed in 2025 and a 19% year-over-year increase in total procedures.

• Revenue reached $10.06 billion in 2025, with significant growth in instruments, accessories, and systems revenue, and continued expansion of the installed base globally.

• The company obtained multiple regulatory clearances for new products and software advancements in 2025, supporting innovation and market expansion.

Voting matters and shareholder proposals

• Four proposals are up for shareholder vote: election of ten directors, advisory approval of executive compensation, ratification of PwC as independent auditor, and approval of amendments to the 2010 Incentive Award Plan.

• The Board recommends voting “FOR” all proposals.

• Shareholders of record as of March 2, 2026, are eligible to vote at the virtual annual meeting.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in technology, healthcare, finance, and operations; 8 out of 10 nominees are independent.

• Board committees (Audit, Compensation, Governance and Nominating) are composed entirely of independent directors.

• Annual board self-evaluation and refreshment process, with recent additions enhancing expertise in digital, AI, and cybersecurity.

• Proxy access and majority voting standards are in place, with a single class of stock and equal voting rights.