Intuitive Surgical 2024 Paygap Report

Intuitive Surgical 2024 Paygap Report

Intuitive Surgical 2024. James McRitchie’s proposal for a Paygap report is one of several items to be voted on before or during the Intuitive Surgical (ISRG) annual meeting on April 25, 2024, at 3:00 p.m. Pacific. Attend the annual meeting in person or online. I suggest you vote in advance. However, you can also vote during the meeting with your control number IF voting isn’t cut off right after all proposals have been presented.

Vote For directors, except Barratt and Rubash, Pay, Auditor, Incentives, Employee Stock, and #6 Gender Pay Gap report. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

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 81% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

ISS Rating

Intuitive Surgical, Inc.’s ISS Governance QualityScore as of April 1, 2024, is 3. The pillar scores are Audit: 4; Board: 3; Shareholder Rights: 4; Compensation: 7. 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 2024: How Voted

ItemEgan-Jones Votes
1A – 1K – Election of DirectorsFOR, EXCEPT
1A) Craig H. Barratt, Ph.D., and 1K) Mark J. Rubash
1A) Craig H. Barratt, Ph.D., and 1K) Mark J. Rubash
2 – Advisory Vote to Approve Executive CompensationFORFOR
3 – Ratification of the Appointment of Independent AuditorsAGAINSTFOR
4 – Approval of an Amendment and Restatement of the 2010 Incentive Award PlanFORFOR
5 – Approval of an Amendment and Restatement of the 2000 Employee Stock Purchase PlanFORFOR
6 – Shareholder Proposal: Regarding the Gender Pay GapFORFOR

Intuitive Surgical 2024: Considerations and Recommendations

I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance. Praxis voted against pay. It was a close call, but I voted my approval given the company’s outstanding performance.


Free Proxy Advisor From As You Sow & IconikappYou can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information is available at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the may differ. Iconikapp

Intuitive Surgical 2024: Directors

I voted Against two directors as per the recommendation from Egan-Jones for essentially serving so long (since 2011 and 2007) that they have probably lost their independence.

Intuitive Surgical 2024: Items #2-5

As stated above, I voted FOR pay.

Vote FOR the Auditor. Egan-Jones considers them essentially captured after ten years. PricewaterhouseCoopers LLP has been the auditor for ten years. I’ll give them a few more.

Vote For the Incentive Award and Employee Stock Plan.

Intuitive Surgical 2024: Item #6 Shareholder Proposal: Requesting Racial and Gender Pay Gap Disclosures

This Proposal seeks transparent disclosure of racial & gender pay gaps. Research demonstrates that for the US as a whole:

  • White women won’t reach pay equity until 2059.
  • Black women will take until 2133, and
  • Latina women 2206 – nearly two centuries from now.

In brief, there are two generally accepted types of pay gap disclosure. Both are needed because they measure different things. Intuitive reports statistically adjusted gaps but ignores unadjusted medium pay gaps, which address the structural bias women and other populations that have systemically faced discrimination regarding job opportunities and pay. Unadjusted median pay gaps measure, quite literally, how Intuitive assigns value to employees through the roles they inhabit and the pay they receive.

Why is this information important? First, companies with fair pay and equal opportunity gain two competitive advantages: They attract and retain top talent. Fairness and equity are crucial to attracting and retaining key talent. 83% of younger employees track a company’s commitment to fairness, and 70% would switch jobs to work for a more equitable employer.

Second, diverse leadership correlates with Better risk management, Higher profit margins, Stronger Return on Equity, and Better stock performance.

These are objectives all stockholders agree on. Several countries – including the UK, Ireland, and soon the entire European Union – require companies to disclose median pay gaps publicly. Why? Because these disclosures move companies in the right direction. “Fairness” – benefits stockholders, employees, and the company. Vote FOR.

Intuitive Surgical 2025: 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 2025 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 United States (“U.S.”) mail, postage prepaid, to our Corporate Secretary at:
Intuitive Surgical, Inc.
Attn: Corporate Secretary
1020 Kifer Road
Sunnyvale, CA 94086-5301
and must be received no later than November 12, 2024. 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 2025 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”).

These requirements are inexplicable. Why should Intuitive know how many shares I own? SEC rules require that I own a specified amount, based on how long I have held the shares, to file. Why should I be forced to reveal the number of shares above that level? Why do shareholders presenting a proposal need to attend a hybrid meeting in person, when directors and other shareholders can attend virtually? They are attempting to silence shareholders by increasing the cost of engagement.


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