📜 What This Document Is 📄

This document is a Proxy Statement (Form DEF 14A). Think of it like a formal instruction manual for an Annual Meeting of Stockholders. It doesn't report on quarterly earnings, but rather informs shareholders about the foundational rules and decisions of the company.

Its purpose is to provide all the necessary details—who is running the company, how they are paid, and what rules they must follow—so that stockholders can vote at the 2026 Annual Meeting. 👉 Essentially, this filing is all about corporate housekeeping and governance, not sales figures.

🗓️ The 2026 Annual Meeting Details 💻

The PROCEPT BioRobotics Corporation will hold its 2026 Annual Meeting of Stockholders virtually on Tuesday, June 9, 2026, at 1:00 p.m. (Eastern Time).

Since the company is hosting the meeting virtually, it is doing so to "provide expanded access, improved communication and cost savings for our stockholders and the Company, and to reduce the environmental impact of paper proxies."

👉 Stockholders must be of record on the Record Date of April 10, 2026, to vote at the meeting. All participation, including voting, will be through a live webcast at the designated link.

🧬 About PROCEPT BioRobotics Corp 🦾

Although the filing is purely governance-focused, it tells us that PROCEPT BioRobotics Corporation is a Delaware corporation operating in the medical device field. The company has a focus on advanced medical technology, indicated by the backgrounds of its board members (e.g., expertise in structural heart, neuro-robotics, and aesthetic medicine).

The company's management is guided by a structured governance plan that aims to ensure objective oversight while integrating management-specific knowledge.

🏛️ Board Structure and Governance 🧑‍⚖️

The board is the company’s governing body, and its composition and structure are highly regulated. The Board of Directors is authorized to have nine members, divided into three classes serving staggered three-year terms.

The board is structured to emphasize oversight and separation:

• Separate Chair/CEO Roles: The Board currently believes that separating these positions is ideal because it "reinforces the independence of our Board of Directors from management," allowing for more objective oversight.
  • Mr. Larry L. Wood serves as Chief Executive Officer (CEO).
  • Mr. Thomas M. Prescott serves as the independent Chair of the Board.
• Independence: The Board states that all nominees and continuing directors, other than Mr. Wood, are considered independent directors.
  • Mr. Wood is considered "not independent due to his service as our President and Chief Executive Officer."

👉 Why it matters: This structure shows a commitment to modern corporate governance best practices, which helps maintain trust with investors by ensuring that executive power doesn't overwhelm board oversight.

🧑‍💻 Director Nominations and Qualifications ✨

The Proxy Statement provides extensive biographies for all directors, detailing their long professional histories in the healthcare sector. For the Annual Meeting, voters will vote on three nominees for Class II directors: Antal Desai, Mary Garrett, and Frederic Moll, M.D.

Key take-aways from the nominees:

• Dr. Frederic Moll, M.D.: His professional background is notable for his deep experience in robotics and medical devices, having been the co-founder and CEO of Auris Health, Inc. (a robotics medical device company) and previously serving on the board of Shockwave Medical, Inc.
• Ms. Mary Garrett: She brings extensive management experience, having previously served as Chief Marketing Officer, Global Markets for IBM Corporation and holding experience at other major healthcare companies.
• Mr. Thomas M. Prescott: He has decades of experience, including serving as CEO and President of Align Technology, Inc., and has held various executive roles across medical device companies (e.g., Boston Scientific, GE Medical Systems).

The Board's Recommendation: The Nominating and ESG Committee recommends that stockholders vote "For" the re-election of all three Class II director nominees.

🗳️ Key Decisions for the Annual Vote 🟢

At the Annual Meeting, stockholders will vote on three primary matters. These votes are crucial as they determine the leadership integrity and accounting standards of the company.

1. Election of Directors (Proposal No. 1): Electing three nominees (Antal Desai, Mary Garrett, and Frederic Moll, M.D.) to serve for three-year terms expiring at the 2029 annual meeting.
2. Auditor Ratification (Proposal No. 2): Ratifying the selection of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
3. Executive Compensation (Proposal No. 3): Approving, on a non-binding advisory basis, the compensation of the named executive officers (NEOs).

👉 The Board unanimously recommends voting "For" all three proposals.

📈 Compensation Program and Rules 💰

The Company's executive compensation is managed by the Compensation Committee. The compensation structure relies on annual cash retainers and equity awards to align the directors' interests with those of the stockholders.

Current Compensation Details (Effective April 16, 2025):

• Annual Cash Retainer: The annual cash retainer for each non-employee director is $50,000. The Chair of the Board receives an additional retainer of $50,000.
• Equity Grants:
  • Initial Grant: Directors are automatically granted initial equity awards with an aggregated value of approximately $300,000 (50% RSUs and 50% stock options).
  • Annual Grant (2025): The value of the annual grant was maintained at approximately $180,000 (50% RSUs and 50% stock options).
• Director Grant Detail: For the 2025 annual meeting, the directors (including Mr. Wood) received options and RSUs based on a grant date fair value computed using the Black-Scholes model.

🛡️ Committee Oversight and Internal Controls ⚙️

The Board relies on three standing committees, each designed to provide specialized oversight to the full board.

• 💰 Audit Committee: Chaired by Mr. Harris, this committee oversees the financial integrity of the company. Its responsibilities include reviewing the financial statements, overseeing the independent auditor (PwC), and managing risks related to accounting and cybersecurity.
• ⚖️ Compensation Committee: Chaired by Ms. Little, this committee oversees all executive pay and benefit programs. They engaged Alpine Rewards, LLC as their independent consultant in 2025 to review market practices and recommend compensation for the 2025 and 2026 programs.
• 🌍 Nominating and ESG Committee: Chaired by Ms. Garrett, this committee focuses on the company's governance, board composition, and corporate responsibility. It oversees "ESG matters" (Environmental, Social, and Governance) and recommends candidates for the board.

📑 Corporate Governance Policies and Compliance 📜

The filing emphasizes that PROCEPT operates under stringent policies to protect investors and ensure ethical behavior.

• Code of Ethics and Conduct: A mandatory code that applies to all employees, officers, and directors.
• Anti-Hedging and Anti-Pledging Policy: Directors and employees are strictly prohibited from engaging in short-sales, put/call options, or pledging PROCEPT stock.
• Clawback Policy: This policy dictates that if the company is required to restate its financial accounts due to material non-compliance, executive officers must forfeit applicable incentive compensation received during the covered period.
• Stock Ownership Policy: All directors are required to hold common stock valued at five times (5x) their base annual retainer to align their financial interests with those of the stockholders.

🌐 Key Dates and Contact Information ☎️

This section provides critical logistical information for investors wishing to participate or learn more.

• Record Date: April 10, 2026 (Only shareholders of record on this date can vote).
• Meeting Date: June 9, 2026.
• Virtual Meeting Link: https://meetnow.global/MR7C96H (The meeting will be solely online).
• Investor Relations Email: For general voting questions, use [email protected].
• Corporate Secretary Mailing Address: 150 Baytech Drive, San Jose, CA 95134.
• Proxy Materials Website: www.envisionreports.com/PRCT (A central site for accessing the proxy statement and 2025 10-K).

🧠 The Analogy — 🏢

Imagine a company is a large, complex ship, and the board of directors is the captain's council. This proxy statement is like the council holding an annual, highly regulated strategy meeting. They aren't reporting on how many goods the ship sold (that's the revenue), but they are voting on who should be on the council next year (director elections), who should keep the accountant (PwC ratification), and how much the captain and key officers should be paid (compensation). Everything discussed relates to the rules and the people who steer the ship, ensuring it stays afloat and compliant.

🧩 Final Takeaway — 💡

This document confirms that PROCEPT BioRobotics is deeply focused on strengthening its corporate governance structure and maintaining high ethical standards, detailing the roles of its independent directors and the processes governing executive pay. The primary action for investors is to review the nominees and vote "For" the three key proposals to ensure leadership stability and financial accountability into the next fiscal year.