8-KLeadership Changes

INTUITIVE SURGICAL INC 8-K Report, Executive Changes (Aug 12, 2013)

Filed August 12, 2013For Securities:ISRG

Summary

Intuitive Surgical, Inc. (ISRG) filed an 8-K report on August 12, 2013, detailing compensatory arrangements for its named executive officers. On August 8, 2013, the Compensation Committee approved stock option grants to key executives, including the CEO, Gary S. Guthart. These options are granted under the Company's 2010 Incentive Award Plan and will have an exercise price equal to the closing stock price on the grant date of August 15, 2013. The vesting schedule for these options is structured to promote long-term retention and performance. An initial tranche of 14.583% vests on September 15, 2013, followed by monthly vesting of 1/48th of the total shares thereafter, resulting in full vesting over 42 months from the grant date, contingent upon continued employment. The total number of shares granted varies among the named executive officers, with the CEO receiving 7,500 shares and David J. Rosa receiving the largest grant at 12,000 shares.

Key Highlights

  • 1Compensation Committee approved stock option grants for named executive officers on August 8, 2013.
  • 2Grants are made under the Intuitive Surgical, Inc. 2010 Incentive Award Plan.
  • 3The exercise price for the options will be the closing stock price on August 15, 2013.
  • 4A portion of the options vests immediately on September 15, 2013 (14.583%).
  • 5The remaining options vest monthly over 42 months, ensuring a 42-month vesting period from the grant date.
  • 6Vesting is contingent upon the executive remaining in service with the company through each vesting date.
  • 7CEO Gary S. Guthart received a grant of 7,500 shares, and David J. Rosa received the largest grant of 12,000 shares.

Frequently Asked Questions

This 8-K filing primarily serves to disclose the approval of stock option grants to Intuitive Surgical's named executive officers by its Compensation Committee.

The stock options were approved on August 8, 2013, with a grant date of August 15, 2013. The exercise price per share will be the closing price of Intuitive Surgical's stock on The Nasdaq Stock Market on the grant date.

The options have a staggered vesting schedule: 14.583% vest on September 15, 2013, and the remaining balance vests monthly at a rate of 1/48th of the total shares over the subsequent 42 months. Full vesting is achieved 42 months from the grant date, provided the executive remains employed by the company.

The grants were awarded to Intuitive Surgical's named executive officers. Specific grant sizes include: Gary S. Guthart (CEO) - 7,500 shares, Jerome J. McNamara - 7,000 shares, Marshall L. Mohr - 6,000 shares, Mark J. Meltzer - 6,000 shares, and David J. Rosa - 12,000 shares.