Intuitive Surgical 2023 Pay Equity is just one of several issues to be voted on before the annual meeting at 3 pm Pacific on April 27, 2023. Vote AGAINST Levy, Johnson, Ladd, Nachtsheim, Reed, Pay; FOR#5 pay equity disclosure.
Intuitive Surgical, Inc. develops, manufactures, and markets products that enable physicians and healthcare providers to enhance the quality of and access to minimally invasive care in the United States and internationally. I voted with the Board’s recommendations 47% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings.
Intuitive Surgical 2023: ISS Rating
Intuitive Surgical, Inc.’s ISS Governance QualityScore as of April 1, 2023, is 4. The pillar scores are Audit: 3; Board: 3; Shareholder Rights: 3; Compensation: 8. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Intuitive Surgical 2023: How I Voted
| Item | Egan-Jones Recommendation | CorpGov.net Vote |
|---|---|---|
| 1A-1K – Election of Directors | FOR, EXCEPT: 1A) Craig H. Barratt, Ph.D., 1D) Amal M. Johnson, 1F) Amy L. Ladd, 1H) Alan J. Levy, Ph.D., 1I) Jami Dover Nachtsheim, 1J) Monica P. Reed, M.D. | Withhold: Alan J. Levy (23 yrs is too long), Amal M. Johnson, Amy L. Ladd, Jami Dover Nachtsheim, Monica P. Reed, M.D. (comp committee members overpaid the CEO) |
| 2 – Advisory Vote to Approve Executive Compensation | AGAINST | AGAINST |
| 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 1 YEAR | 1 YEAR |
| 4 – Ratification of the Appointment of Independent Auditors | AGAINST | FOR |
| 5 – Shareholder Proposal Regarding Pay Equity Disclosure | FOR | FOR |
Intuitive Surgical 2023 Votes Explained
Briefly, Egan-Jones recommended against several directors for being on the compensation committee (when EG recommended against pay). They also recommended against two directors and the auditor for serving too long (losing independence). I agreed with them on one of the directors.
Of course, I voted for our proposal on pay equity disclosure.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance.
Intuitive Surgical 2023: My Pay Equity Disclosure Proposal
This proposal is from Myra Young, written by me, James McRitchie. Intuitive Surgical’s refusal to set a timeline for publishing unadjusted pay gap data is reflective of a lack of transparency and accountability to investors and employees.
The Company incorrectly asserts the proposal “ignores that sharing racial/ethnic information for employees outside the US may not even be possible in many countries.” However, our resolved clause intentionally allows companies to report this data “globally and/or by country, where appropriate.” The company has the flexibility to determine how best to measure racial pay equity.
Intuitive writes, “We provide managers with data on where an employee’s pay is relative to the job-specific, market-aligned range for peers, as well as training on making compensation recommendations, which reflect the job-specific, market-based salary range and individual performance, as well as experience in the role.” (Commitment to Pay Equity) Investors and employees are asked to trust without the ability to verify.
Intuitive Surgical has shown no willingness even to set a multi-year timeline for disclosing adjusted or unadjusted median pay gaps. Only unadjusted median pay gaps tell us how our company assigns value to employees through the roles they inhabit and the pay they receive.
Do minorities and women hold as many high-paying jobs as white men? We won’t know because many pay gaps can be explained away with the excuse that minorities and women just aren’t working at the same level.
The only benchmark to measure if the real pay gaps are shrinking is the unadjusted median pay gap. Intuitive got a Grade F in the last scorecard. Their refusal to budge all but guarantees another F rating this year.
Refusal to commit to eventually publishing unadjusted pay gap data or even adjusted pay gap data reflects badly on our company’s reputation. Let’s change that.
Vote FOR Proposal 12. Better reporting will lead Intuitive Surgical to make better use of all its human resources. That will profit employees and shareholders alike. (see our SEC filing)
Other Recommendations
In looking up a few funds in our Shareowner Action Handbook, I see several funds have reported their votes. All voted FOR #5.
Intuitive Surgical 2024: Mark Your Calendar
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:Intuitive Surgical, Inc.Attn: Corporate Secretary1020 Kifer RoadSunnyvale, CA 94086-5301and 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.
I do not remember any other company requiring notification of the number of shares owned when submitting a proposal. That information generally arrives after they request evidence of ownership. I would hate to see a proposal denied for failing to meet this company-specific requirement at the time they file a proposal.
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Pay Equity Disclosure got 35.3% of the vote, so plenty high enough to bring back next year and every year until done.