Intuitive Surgical, Inc. filed a Form 8-K on November 2, 2026, disclosing that its Board of Directors approved the appointment of Aaron Martin as a new independent director, effective January 1, 2027.

Key Highlights

  • Board expansion: The Board approved an increase in size from ten to eleven members to accommodate Mr. Martin's appointment.
  • Effective date: Aaron Martin's appointment as director is effective January 1, 2027.
  • Independence determination: The Board determined that Mr. Martin qualifies as an independent director under applicable Nasdaq and SEC rules.
  • Annual cash retainer: Mr. Martin will receive an annual cash retainer of $70,000, prorated for the remaining portion of the fiscal year following his effective date.
  • Initial RSU grant: Mr. Martin will receive an initial RSU grant with a target value of $93,333, prorated based on months remaining until the next annual grant.
  • No committee assignments: Mr. Martin will not be appointed to any Board committees as of the effective date.

Aaron Martin Joins Intuitive Surgical Board With Prorated Compensation Package

According to the filing, the Board of Directors of Intuitive Surgical, Inc. (NASDAQ:ISRG) voted on October 29, 2026 to expand its membership from ten to eleven directors and to fill the resulting vacancy with Aaron Martin, with his service commencing January 1, 2027. The company disclosed that Mr. Martin will not be assigned to any Board committees as of that date. The Board determined he meets independence requirements under applicable Nasdaq and SEC rules.

The filing detailed Mr. Martin's compensation under the company's standard non-employee director program. He will receive an annual cash retainer of $70,000, prorated for the portion of the fiscal year remaining after January 1, 2027. In addition, pursuant to the company's Amended and Restated 2010 Incentive Award Plan, Mr. Martin will receive an initial restricted stock unit grant with a target value of $93,333. According to the filing, this figure represents a prorated amount "based on the number of months remaining between the effective date of his appointment and the expected date of the next annual grant." The number of RSUs to be issued will be calculated by dividing the $93,333 target value by the 30 trading-day average closing price of the company's common stock through the last trading day of the month prior to the grant date.

The filing stated that these RSUs will vest fully on the earlier of the first anniversary of the grant date or the next annual stockholder meeting following the grant date, subject to Mr. Martin's continued service. The company also disclosed it will enter into its standard form of indemnity agreement with Mr. Martin in connection with his appointment. A press release announcing the appointment was issued November 2, 2026, and furnished as Exhibit 99.1 to the filing.

What Was Disclosed

Intuitive Surgical filed an 8-K reporting the Board's October 29, 2026 approval of Aaron Martin's appointment as an independent director effective January 1, 2027, along with details of his prorated cash retainer and initial RSU compensation.