Mako Surgical DEF 14A Definitive proxy

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrantx

Filed by a Party other than the Registranto


Check the appropriate box:

	o	Preliminary Proxy Statement
	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x	Definitive Proxy Statement
	o	Definitive Additional Materials
	o	Soliciting Material Pursuant to §240.14a-12

MAKO Surgical Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
	x No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	1) Title of each class of securities to which transaction applies:

	2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4) Proposed maximum aggregate value of transaction:

	5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1) Amount Previously Paid:

	2) Form, Schedule or Registration Statement No.:

	3) Filing Party:

	4) Date Filed:

Table of Contents

2555 Davie Road
Ft. Lauderdale, Florida 33317

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


DATE	Thursday, June 10, 2010

TIME	10:00 a.m., Eastern Time

PLACE	2555 Davie Road
	Fort Lauderdale, Florida 33317


ITEMS OF BUSINESS	1.	To elect two Class III directors, each to serve until the 2013 annual meeting of stockholders and until his successor is duly elected and qualified;

	2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010; and

	3.	To consider and act upon any other business properly brought before the annual meeting or at any adjournment or postponement of the annual meeting.

RECOMMENDATIONS OF THE BOARD	Our board of directors recommends a vote FOR the director nominees set forth in proposal 1 and FOR proposal 2 in the attached proxy statement.

RECORD DATE	You are entitled to vote at the 2010 annual meeting of stockholders, and at any adjournment or postponement of the meeting, if you were a stockholder at the close of business on Monday, April 12, 2010.

ADMISSION	Admission to the annual meeting will be limited to stockholders and our invited guests. If you are a stockholder of record, you may be asked to present proof of identification for admission to the annual meeting. If your shares are held in the name of a broker, bank or other nominee, you may be asked to present proof of identification and a statement from your broker, bank or other nominee, reflecting your beneficial ownership of MAKO Surgical Corp. common stock as of April 12, 2010, as well as a proxy from the record holder to you, for admission to the annual meeting. Please be prepared to provide this documentation if requested.

VOTING BY PROXY	Please submit a proxy as soon as possible so that your shares can be voted at the annual meeting in accordance with your instructions. For specific instructions regarding voting, please refer to the Questions and Answers beginning on page 1 of the proxy statement and the instructions on your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON JUNE 10, 2010	This notice of meeting, the proxy statement, the proxy card and our 2009 annual report to stockholders are available atwww.proxyvote.com.


	By Order of the Board of Directors,
	MAKO Surgical Corp.



	MENASHE R. FRANK
	Secretary

Fort Lauderdale, Florida
April 28, 2010

This Notice of Annual Meeting of Stockholders, attached proxy statement and accompanying proxy card are being distributed on or about April 28, 2010.

PROXY STATEMENT
TABLE OF CONTENTS


		Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		1
PRINCIPAL STOCKHOLDERS		4
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		7
ELECTION OF DIRECTORS		8
General Information		8
Nominees and Directors Continuing in Office		9
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		12
Independent Directors		12
Board Leadership Structure		12
The Board’s Role in Risk Oversight		13
Meetings and Attendance		13
Board Committees and Meetings		13
Nomination Process		15
Compensation Committee Interlocks and Insider Participation		16
Corporate Governance Guidelines and Code of Business Conduct and Ethics		17
Communications with the Board of Directors		17
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		17
Policies and Procedures for Related Person Transactions		17
Research and Development Agreement		18
Recent Sale of Securities		18
Z-KAT Asset Purchase		18
2009 DIRECTOR COMPENSATION		19
EXECUTIVE OFFICERS		21
COMPENSATION DISCUSSION AND ANALYSIS		23
Introduction		23
Executive Summary		23
Compensation Philosophy and Objectives		23
Elements of Our Executive Compensation Program		24
Employment Agreements and Change in Control Arrangements		29
Effect of Accounting and Tax Treatment on Compensation Decisions		30
COMPENSATION COMMITTEE REPORT		31
EXECUTIVE COMPENSATION		32
2009, 2008, and 2007 Summary Compensation Table		32
2009 Grants of Plan-Based Awards		33
Employment Agreements		34
2009 Outstanding Equity Awards at Fiscal Year-End		35
2009 Option Exercises and Stock Vested		37
Termination and Change Of Control Payments		37
AUDIT COMMITTEE REPORT		42
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		43
PRINCIPAL ACCOUNTING FEES AND SERVICES		43
Principal Accounting Fees and Services		43
Pre-Approval Policies and Procedures		43
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS		44
OTHER MATTERS		44

Table of Contents

PROXY STATEMENT
FOR
2010 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 10, 2010

QUESTIONS AND ANSWERS ABOUT

THE PROXY MATERIALS AND THE ANNUAL MEETING

Q: Why am I receiving these materials?

A: The enclosed proxy statement is being solicited on behalf of the board of directors of MAKO Surgical Corp. (“MAKO,” “we,” “us” or “our company”), a Delaware corporation, and is for use at our 2010 annual meeting of stockholders. The annual meeting will take place at 10:00 a.m., Eastern Time, on June 10, 2010 at our headquarters, 2555 Davie Road, Fort Lauderdale, Florida 33317. You are invited to attend the annual meeting and requested to vote on the proposals described in this proxy statement.

Q: Are proxy materials available on the Internet?

A: Yes. Your proxy card contains a control number that provides you with access towww.proxyvote.com,where you may view this proxy statement and our 2009 annual report and vote online.

Q: What is the proxy card?

A: The proxy card enables you to appoint Menashe R. Frank and Fritz L. LaPorte as your representatives at the annual meeting. By completing and returning the proxy card, you are authorizing Messrs. Frank and LaPorte, as your proxies, to vote your shares at the meeting as you have instructed them on the proxy card. This way, you can vote your shares whether or not you attend the meeting.

Q: What does it mean if I receive more than one proxy card?

A: It means that you hold your shares in multiple accounts at the transfer agent or with brokers or other custodians of your shares. Please complete and return all the proxy cards you receive to ensure that all your shares are voted.

Q: Who can vote at the annual meeting?

A: Stockholders of record who owned shares of MAKO common stock on April 12, 2010 may vote at the annual meeting. As of April 12, 2010, there were 33,672,720 shares of MAKO common stock outstanding, each entitled to one vote.

Q: How many shares must be present to hold the annual meeting?

A: To hold the annual meeting and conduct business, a majority of the company’s outstanding shares as of April 12, 2010, or 16,836,361 shares, must be present in person or by proxy at the meeting. This is called a quorum. Shares are counted as present at the meeting if the stockholder either:


	•	Is present and votes in person at the meeting; or

	•	Has properly submitted a proxy; or

	•	Has voted by telephone or over the Internet.

Both abstentions and broker non-votes are counted as present for the purposes of determining the presence of a quorum.

Table of Contents

Q: What am I voting on?

A: We are asking you to vote on the following items:


	•	Item 1: The election of two Class III directors to serve until the 2013 annual meeting of stockholders and until their successors are duly elected and qualified;

	•	Item 2: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010; and

	•	Any other business properly brought before the annual meeting or at any adjournment or postponement of the annual meeting.

Q: What are the voting choices on Item 1, the election of directors?

A: You may vote either FOR each director nominee or WITHHOLD your vote from any one or more of the nominees.

Q: What vote is needed to elect directors?

A: Each of the two director nominees will be elected to our board of directors by a plurality of the votes cast. This means that the two nominees receiving the highest number of votes FOR election will be elected (assuming a quorum is present). Abstentions and broker non-votes are not considered as FOR votes or WITHHOLD votes for the nominees and will have no effect on the election of directors.

Please note that unlike prior years, stock exchange rules do not give brokers discretionary authority to vote on the election of directors. This means that your broker, bank, or other nominee cannot vote your shares unless you provide it with voting instructions. Therefore, if you hold shares of our common stock in street name and do not provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on the election of directors. See below for more information about holding shares in street name and broker discretionary voting.

Q: What are the voting choices on Item 2, the ratification of the appointment of the independent auditors?

A: You may vote FOR, AGAINST, or ABSTAIN on Item 2.

Q: What vote is needed to ratify the appointment of the independent auditors?

A: The ratification of Ernst & Young LLP as our independent registered public accounting firm for 2010 will be approved if a majority of the shares present at the meeting in person or by proxy vote FOR approval (assuming a quorum is present). If you abstain from voting on this Item, it will have the same effect as a vote AGAINST the proposal. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares has the authority to vote your shares in its discretion.

Q: What is the difference between holding shares as a registered shareholder and holding shares in street name?

A: If your shares are owned directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered a registered shareholder of those shares.

If your shares are held by a broker, bank, or other nominee, you hold those shares in street name. Your broker, bank, or other nominee will ask you how you want your shares to be voted. If you provide the broker, bank, or other nominee with voting instructions, your shares will be voted as you direct. If you do not provide voting instructions, one of two things can happen, depending on the type of proposal:


	•	on the election of directors (Item 1), your broker, bank, or other nominee may not vote your shares in its discretion, and as a result, your shares will not be voted on this proposal; and

	•	on the ratification of the appointment of the independent auditor (Item 2), your broker, bank, or other nominee may vote your shares in its discretion.

Table of Contents

Q: How do I vote?

A: BY MAIL: Please complete and sign your proxy card and mail it in the enclosed pre-addressed envelope.

BY TELEPHONE: Please follow the “Vote by Phone” instructions that accompanied your proxy card. If you vote by telephone, you do not have to mail in your proxy card.

BY INTERNET: Please follow the “Vote by Internet” instructions that accompanied your proxy card. If you vote by Internet, you do not have to mail in your proxy card.

IN PERSON: We will pass out a written ballot to anyone who wants to vote in person at the annual meeting. However, if you hold your shares in street name, you must request a proxy card from your broker in order to vote at the meeting.

Q: How will my shares be voted?

A: If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If an additional proposal that is not on the proxy card is properly presented for a vote at the annual meeting, your shares will be voted in the best judgment of Messrs. Frank and LaPorte. If you submit your proxy card but do not mark your voting instructions on the proxy card, your shares will be voted as follows:


	•	FOR the named nominees as directors;

	•	FOR ratification of Ernst & Young LLP as our independent registered public accounting firm for 2010; and

	•	According to the best judgment of Messrs. Frank and LaPorte if a proposal that is not on the proxy card comes up for a vote at the meeting.

Q: Can I change my vote?

A: You may revoke your proxy and change your vote by:


	•	Signing another proxy card with a later date and returning it before the polls close at the annual meeting;

	•	Voting on a later date over the Internet or by telephone (only your latest Internet or telephone proxy submitted by the deadlines printed on your proxy card and prior to the annual meeting will be counted); or

	•	Voting in person at the annual meeting.

	Your presence at the annual meeting will not in itself revoke your proxy.

Q: Will my shares be voted if I do not provide my proxy?

A: If you are a registered shareholder, your shares will not be voted unless you vote as instructed above, or attend the Annual Meeting and vote your shares in person, so please vote your shares.

If you hold your shares in street name, your broker, bank, or other nominee may vote on your behalf only on routine matters if you do not furnish voting instructions. For the Annual Meeting, the ratification of the appointment of independent auditors (Item 2) is considered a routine matter. However, the election of directors (Item 1) is considered a non-routine matter. As a result, if you hold shares of our common stock in street name and do not provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on Item 1, so please vote your shares.

Q: Who counts the votes?

A: Voting results will be tabulated and certified by a representative of Broadridge Financial Solutions, Inc., who was appointed by our board of directors to act as the Inspector of Election for the annual meeting.

Table of Contents

Q: Where can I find the voting results of the annual meeting?

A: The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by the Inspector of Election and disclosed in a Current Report on Form 8-K, which we will file with the Securities and Exchange Commission, or SEC, within four business days after the annual meeting.

Q: Who will bear the cost of soliciting votes for the meeting?

A: We are paying for the distribution and solicitation of the proxies. As a part of this process, we reimburse brokers, nominees, fiduciaries and other custodians for reasonable and customary fees and expenses in forwarding proxy materials to our stockholders. We do not intend to engage a proxy solicitation firm. Our employees may solicit proxies through mail, telephone, the Internet or other means, but they do not receive additional compensation for providing those services.

Q: When are stockholder proposals due for next year’s annual meeting?

A: Any stockholder who meets the requirements of the proxy rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act, may submit to our board of directors proposals to be considered for submission to the stockholders at, and included in the proxy materials for, our 2011 annual meeting of stockholders. In order to be considered for inclusion in the proxy materials to be disseminated by our board of directors, your proposal must comply with the requirements of Rule 14a-8 under the Exchange Act and be received at MAKO Surgical Corp., 2555 Davie Road, Fort Lauderdale, Florida 33317 no later than December 29, 2010.

In addition, our bylaws also provide for separate procedures a stockholder must follow to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting outside the processes of Rule 14a-8. To be considered timely under these bylaw provisions, the stockholder’s notice must be received by our corporate secretary at our principal executive offices at the address set forth above no later than December 29, 2010. Our bylaws specify requirements as to the form and content of a stockholder’s notice. If we do not receive the notice on a timely basis or if the notice does not otherwise comply with our bylaws, we will not be required to present the proposal at the 2011 annual meeting.

We were not notified by any stockholder of the intention to present a stockholder proposal from the floor at this year’s annual meeting. The enclosed proxy card grants Messrs. Frank and LaPorte discretionary authority to vote the proxies held by them on any matter properly brought before the annual meeting.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 12, 2010 by: (i) each director and nominee; (ii) each of the executive officers named in the 2009, 2008, and 2007 Summary Compensation Table set forth below under “Executive Compensation,” referred to as a named executive officer; (iii) all of the directors, nominees, and executive officers as a group; and (iv) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock. Unless otherwise indicated, the persons or entities identified in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Information with respect to beneficial ownership has been furnished by each director, executive officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days after April 12, 2010, which is June 11, 2010. These shares are deemed to be outstanding and beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted below, the address for each person or entity listed in the table is c/o MAKO Surgical Corp., 2555 Davie Road, Fort Lauderdale, FL 33317.

Table of Contents


Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Common Stock Beneficially Owned

Current Directors
S. Morry Blumenfeld, Ph.D.(1)	957,753	2.84	%
Marcelo G. Chao(2)	—		*
Christopher C. Dewey(3)	864,815	2.56	%
Charles W. Federico (4)	26,910		*
Maurice R. Ferré, M.D.(5)	1,084,361	3.20	%
John G. Freund, M.D.(6)	3,825,856	11.15	%
Frederic H. Moll, M.D.(7)	172,352		*
William D. Pruitt(8)	7,699		*
John J. Savarese, M.D.(9)	2,820,404	8.27	%

Named Executive Officers Who Are Not Directors
Fritz L. LaPorte(10)	223,935		*
Rony A. Abovitz(10)	198,751		*
Ivan Delevic(10)	28,937		*
Steven J. Nunes(10)	94,064		*

All Directors, Nominees, and Executive Officers as a Group (17 persons)(11)	10,545,262	29.28	%

Other Beneficial Owners
Entities affiliated with FMR LLC (12)	4,979,384	14.79	%
82 Devonshire Street
Boston, MA 02109
Entities affiliated with Lumira Capital Corp.(13)	1,889,661	5.61	%
Attn: Gerry Brunk
20 Bay Street, 11^th Floor
Toronto, Ontario, Canada M5J 2N8
MK Investment Company(14)	1,888,666	5.61	%
c/o Del Plata Consulting Services
Zonamerica, Ruta 8, KM 17.5
Montevideo, Uruguay, 91600
Entities affiliated with Montreux Equity Partners(9)	2,820,404	8.27	%
Attn: John J. Savarese, M.D.
3000 Sand Hill Road
Building 1, Suite 260
Menlo Park, CA 94025-7073
Skyline Venture Partners V, L.P.(6)	3,825,856	11.15	%
Attn: John G. Freund, M.D.
525 University Avenue, Suite 520
Palo Alto, CA 94301
Entities affiliated with The TCW Group, Inc.(15)	1,809,090	5.37	%
865 South Figueroa Street
Los Angeles, CA 90017



*	Denotes less than 1%.

(1)	Consists of 72,147 shares held by MediTech Advisors LLC in trust for its partners and 885,606 shares held by Ziegler MediTech Equity Partners LP, which includes 64,516 shares that Ziegler MediTech Equity Partners LP has the right to acquire through the exercise of warrants. The partners of MediTech Advisors LLC are Eitan Machover, Samuel Cubac, Grosvenor LLC and Allandale Ltd. The members of Grosvenor LLC are

Table of Contents


	Dr. Blumenfeld and certain of his family members. The general partner of Ziegler MediTech Equity Partners LP is Ziegler MediTech Partners, LLC. The board of managers of Ziegler MediTech Partners LLC consists of Dr. Blumenfeld, Eitan Machover, Sam Cubac, S. Charles O’Meara, Donald I. Grande and Thomas S. Ross. The partners of MediTech Advisors LLC and Dr. Blumenfeld and the other directors of Ziegler MediTech Partners LLC may be deemed to share voting and investment power over the shares held by MediTech Advisors LLC and Ziegler MediTech Equity Partners LP. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest.

(2)	Mr. Chao resigned as Managing Director of The Exxel Group, an affiliate of MK Investment Company. Accordingly, Mr. Chao no longer shares voting and investment power over the shares held by MK Investment Company and is no longer deemed to have beneficial ownership of such shares. Mr. Chao’s term as a director will expire at the annual meeting.

(3)	Includes 117,634 shares that Mr. Dewey has the right to acquire through the exercise of warrants. Mr. Dewey has pledged 700,000 shares to a third party lender as collateral to secure any amounts that may become outstanding under a personal loan.

(4)	Includes 16,910 shares that Mr. Federico has the right to acquire through the exercise of vested options.

(5)	Consists of 825,113 shares of restricted common stock (of which 258,993 shares will be unvested as of June 11, 2010) issued to Dr. Ferré in connection with his employment, 17,065 shares of unrestricted common stock purchased by Dr. Ferré, 236,552 shares that Dr. Ferré has the right to acquire through the exercise of vested options, and 5,631 shares that Dr. Ferré has the right to acquire through the exercise of warrants. Dr. Ferré has pledged all 566,120 vested shares of restricted common stock to a third party lender as collateral to secure any amounts that may become outstanding under a personal loan.

(6)	Consists of 3,825,856 shares held by Skyline Venture Partners V, L.P., which includes 630,607 shares that Skyline Venture Partners V, L.P. has the right to acquire through the exercise of warrants. Dr. Freund is a Managing Director of Skyline Venture Management V, LLC, the general partner of Skyline Venture Partners V, L.P. and may be deemed to share voting and investment power over the shares held by Skyline Venture Partners V, L.P. Dr. Freund disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest.

(7)	Includes 19,344 shares that Dr. Moll has the right to acquire through the exercise of warrants and 10,540 shares that Dr. Moll has the right to acquire through the exercise of vested options.

(8)	Consists of 7,699 shares that Mr. Pruitt has the right to acquire through the exercise of vested options.

(9)	Consists of (a) 2,676,033 shares held by Montreux Equity Partners IV, L.P. (“MEP IV”), which includes 420,157 shares that MEP IV has the right to acquire through the exercise of warrants and (b) 144,371 shares held by Montreux IV Associates, L.L.C. (“Associates IV”), which includes 29,676 shares that Associates IV has the right to acquire through the exercise of warrants. Montreux Equity Management IV, LLC (“MEM IV”) is the sole general partner of MEP IV and the manager of Associates IV. Daniel K. Turner III, Howard D. Palefsky, Manish Chapekar and John J. Savarese are the managers of MEM IV and may be deemed to share voting and investment power over the shares held by each of MEP IV and Associates IV. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest.

(10)	Represents shares that may be acquired through the exercise of vested options.

(11)	Includes exercisable options to purchase 1,052,681 shares of our common stock and exercisable warrants to purchase 1,287,565 shares of our common stock.

(12)	Based on Amendment No. 1 to Schedule 13G filed with the SEC on February 16, 2010 by FMR LLC. Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR LLC and an investment adviser, is the beneficial owner of 4,979,384 shares of our common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940 (the “Funds”). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the Funds each has sole power to dispose of the 4,979,384 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B

Table of Contents


	voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees.

(13)	Consists of (a) 1,188,312 shares held by Lumira Capital I Limited Partnership (“LC I”), the general partner of which is Lumira Capital I (GP) Inc., which includes 23,854 shares that LC I has the right to acquire through the exercise of warrants, (b) 418,664 shares held by Lumira Capital I Quebec Limited Partnership (“LCIQ “), the general partner of which is Lumira Capital I (QGP) Inc., which includes 8,404 shares that LCIQ has the right to acquire through the exercise of warrants, and (c) 282,685 shares held by MLII Co-Investment Fund NC Limited Partnership (“MLII.NC”), the general partner of which is MLII (NCGP) Inc. Lumira Capital Management Corp. (“Lumira Management”), a subsidiary of Lumira Capital Corp., may be deemed to share voting and investment power over the shares held by LC I pursuant to a management agreement with LC I. Lumira Management also provides services to each of LCIQ and MLII.NC. The directors of Lumira Capital Corp. are Anthony Pullen, Kenneth Horton, James Oborne and Peter van der Velden. The directors of Lumira Management, Lumira Capital I (GP) Inc., and MLII (NCGP) Inc. are Stephen Cummings and Peter van der Velden. The directors of Lumira Capital I (QGP) Inc. are Bernard Coupal, Murray Ducharme, Maurice Forget, Jean Page and Peter van der Velden. Lumira Capital I (GP) Inc., Lumira Capital I (QGP) Inc., MLII (NCGP) Inc. and each of the individuals may be deemed to share voting and investment power over these shares. Lumira Capital I (GP) Inc., Lumira Capital I (QGP) Inc., MLII (NCGP) Inc., Lumira Management, Lumira Capital Corp., Each of the individuals disclaim beneficial ownership of such shares, except to the extent of its, his or her pecuniary interest.

(14)	Consists of 1,888,666 shares held by MK Investment Company (“MK Investment”), which includes 16,129 shares that MK Investment has the right to acquire through the exercise of warrants. The directors of MK Investment are Mirta Carballal, Diego Muñoz, and Alfredo Arocena. The directors of MK Investment may be deemed to share voting and investment power over the shares held by this entity. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest.

(15)	Based on a Schedule 13G filed with the SEC on February 11, 2010 by The TCW Group, Inc. on behalf of itself and its subsidiaries, Trust Company of the West, TCW Asset Management Company and TCW Investment Management Company (collectively, “TCW”). TCW has shared voting power with respect to 1,437,707 shares and shared dispositive power with respect to all of the shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and officers, and persons who beneficially own more than 10% of our common stock, file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish our company with copies of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of such reports furnished to the company and written representations of the reporting persons, through April 12, 2010, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% stockholders were complied with subject to the following exceptions: one late Form 4 report for one transaction for each of Charlie W. Federico, Maurice R. Ferré, John G. Freund, M.D., Frederic H. Moll, M.D., William D. Pruitt, and John J. Savarese, M.D., one late Form 4 report for three transactions for Charlie W. Federico, and one late Form 3 report for Skyline Venture Partners V L.P., a 10% stockholder.

Table of Contents

ELECTION OF DIRECTORS

GENERAL INFORMATION

Our board of directors currently has nine authorized seats and is divided into three classes, with three Class I directors, three Class II directors, and three Class III directors. The term of our three Class III directors will expire at the 2010 annual meeting and two Class III nominees are to be elected at the annual meeting to serve a three-year term expiring at the 2013 annual meeting of stockholders and until a successor has been elected and qualified. Christopher C. Dewey and John J. Savarese, M.D. have been nominated by our board of directors to serve as Class III directors.

The Class III director seat being vacated by Marcelo G. Chao, whose term as a director will expire at the 2010 annual meeting, will not be filled at the annual meeting, resulting in a vacancy in Class III of our board of directors. Our corporate governance and nominating committee recommended to our board of directors that such vacancy be eliminated in accordance with the provisions of our bylaws. Based on such recommendation, our board of directors approved a decrease in the number of authorized seats on the board from nine to eight seats, to be effective immediately upon the election of the two Class III nominees. Accordingly, if the two Class III nominees are elected as directors at the annual meeting, immediately following the annual meeting, our board of directors will have eight authorized seats and will be divided into three classes with three directors in each of Class I and Class II and two directors in Class III.

Unless our stockholders specify otherwise, the shares represented by the accompanying proxy will be voted for the election of the nominees recommended by the board of directors. Our board of directors has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, if any nominee should be unable to serve or will not serve, then the shares represented by the accompanying proxy will be voted for another nominee selected by our board of directors. As discussed above, if both director nominees are elected, our board of directors will have one vacancy, which vacancy will be immediately eliminated by the board of directors as discussed above. Proxies cannot be voted for a greater number of persons than the two nominees named.

The names of the nominees and directors, their ages as of April 12, 2010 and certain other information about them are set forth below.

Each director will be elected by a plurality of the votes cast at the annual meeting (assuming a quorum is present). Consequently, any shares not voted at the annual meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of directors.

Our board of directors unanimously recommends that the nominees identified below be elected as directors and urges you to vote “FOR” them. Shares of common stock represented by executed, but unmarked, proxies will be voted “FOR” these nominees.

Table of Contents

NOMINEES AND DIRECTORS CONTINUING IN OFFICE


Name of Nominee or Director	Age	Principal Occupation	Director Since

Class III Director Nominees with term expiring at the 2013 annual meeting:
Christopher C. Dewey(1)	65	Vice Chairman, National Holdings Corporation	2004

John J. Savarese, M.D.(2)	41	Managing Director, Montreux Equity Partners	2008

Class II Directors with term expiring at the 2012 annual meeting:
Charles W. Federico(2)(3)(4)	61	Former President and Chief Executive Officer, Orthofix International N.V.; Director, Orthofix International N.V.	2007

Maurice R. Ferré, M.D.	49	President, Chief Executive Officer and Chairman, MAKO Surgical Corp.	2004

Frederic H. Moll, M.D.(2)	58	Chief Executive Officer and Director, Hansen Medical, Inc.	2007

Class I Directors with term expiring at the 2011 annual meeting:
S. Morry Blumenfeld, Ph.D.(1)	72	Founder, Meditech Advisors LLC and Meditech Advisors Management LLC	2005

John G. Freund, M.D.(2)	56	Managing Director, Skyline Ventures	2008

William D. Pruitt(3)	69	President, Pruitt Enterprises, LP	2008



(1)	Member, Compensation Committee

(2)	Member, Corporate Governance and Nominating Committee

(3)	Member, Audit Committee

(4)	Lead Director

The principal occupations and positions for at least the past five years of our directors and director nominees are described below. There are no family relationships among any of our directors or executive officers.

Class III Director Nominees for Election for a Three-Year Term Expiring at the 2013 Annual Meeting of Stockholders

Christopher C. Dewey has served as one of our directors since our inception in November 2004. Since January 2007, Mr. Dewey has served as Vice Chairman of the board of directors of National Holdings Corporation, a financial services organization operating through its subsidiary, National Securities. From December 2006 to December 2008, Mr. Dewey served as acting Chief Executive Officer and director of Z-KAT, Inc., a surgical navigation medical device company that incorporated MAKO Surgical Corp. Mr. Dewey has over 25 years of experience in finance, most recently as Executive Vice President of Jefferies & Company, Inc., the principal operating subsidiary of Jeffries Group, Inc., a securities and investment banking firm, from 1994 to December 2006. Mr. Dewey co-founded several companies, including Robotic Ventures LLC, Bonds Direct Securities LLC and Cannon Group Inc., a motion picture company that went public in 1972. Mr. Dewey currently serves on the board of Orthosensor, Inc., a medical device company. Mr. Dewey holds an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. Dewey’s long career in the financial services industry and as the chief executive officer and a director of our predecessor company, and his resulting expertise in corporate transactions and financial markets, along with his familiarity with our business and industry, led to the conclusion that he should serve as a director of our company.

John J. Savarese, M.D. has served as one of our directors since October 2008. Since June 2003, Dr. Savarese has been a Managing Director at Montreux Equity Partners, a healthcare investment firm. Prior to joining Montreux Equity Partners, Dr. Savarese served as Director of Business Development and Marketing at NeurogesX and worked in the Life Sciences Investment Banking division of Credit Suisse First Boston. Currently, Dr. Savarese serves on the board of directors of several medical device and pharmaceutical companies. Dr. Savarese’s clinical experience in

Table of Contents

Orthopedic and General Surgery was gained at the Cornell Medical College/Hospital for Special Surgery. Dr. Savarese holds an M.B.A from Stanford University and an M.D. from Duke University Medical School. Montreux Equity Partners was one of the investors in our October 2008 private placement. In connection with the private placement, we agreed that Montreux Equity Partners was entitled to appoint one representative to our board of directors so long as its affiliated funds hold at least 25% of the shares of our common stock that they purchased in the private placement. Dr. Savarese was appointed to our board pursuant to that agreement. We believe that Dr. Savarese is qualified to serve as a director of our company due to his historical experience as an executive and an investor in the healthcare industry, his governance experience as a director of several other medical device and healthcare companies, and his clinical background in orthopedic surgery.

Class II Directors with a Term Expiring at the 2012 Annual Meeting of Stockholders

Charles W. Federico, our Lead Director, has served as one of our directors since June 2007. From 2001 to April 2006, Mr. Federico served as President and Chief Executive Officer of Orthofix International N.V., a global diversified medical device company, and, from 1996 to 2001, President of Orthofix Inc. From 1985 to 1996, Mr. Federico was President of Smith & Nephew Endoscopy (formerly Dyonics, Inc.). From 1981 to 1985, Mr. Federico served as Vice President of Dyonics. Previously, he held management and marketing positions with General Foods Corporation, Puritan Bennett Corporation and LSE Corporation. Mr. Federico is a Trustee of the Orthopedic Research and Education Foundation and was a corporate governance panel member at the 2009 Florida Directors Institute. Mr. Federico is a director of Orthofix International N.V., chairman of the board and a member of the nominating and corporate governance and compensation committees of SRI/Surgical Express, Inc., and a director, chairman of the compensation committee, and member of the audit committee of BioMimetic Therapeutics, Inc. Mr. Federico previously served as the lead director and a member of the compensation and audit committees of Power Medical Interventions, Inc. and as a director of Alveolus, Inc. Mr. Federico holds a B.S. in marketing from Fordham University. Mr. Federico’s leadership experience in the public and private sectors, his long career as an executive of a publicly traded medical device company, his experience serving on the board of directors for both public and private companies, and his resulting skills in the areas of corporate governance, corporate transactions, and enterprise risk management, as well his familiarity with our industry, led to the conclusion that he should serve as a director of our company.

Maurice R. Ferré, M.D. our founding President, Chief Executive Officer and current Chairman of our board of directors, has been with us since our inception in November 2004. In May 2004, Dr. Ferré became Chief Executive Officer of Z-KAT, Inc., a surgical navigation medical device company that incorporated MAKO Surgical Corp. Dr. Ferré served as Vice President of Strategic Development at GE Navigation, a division of GE Healthcare, from April 2002 until April 2004. In 1993, Dr. Ferré founded Visualization Technology, Inc., a medical device company for image-guided surgery, and served as its Chief Executive Officer until the company was acquired by GE Healthcare in April 2002. Dr. Ferré holds a B.A. in biology from Bennington College and a Masters in Public Health and an M.D. from Boston University. Dr. Ferré’s experience as an executive of our company and other medical device companies and his resulting skills in the areas of corporate transactions, operations and manufacturing, business development, brand marketing, corporate communications and enterprise risk management, along with his familiarity with our business and industry and role as our President and Chief Executive Officer, led to the conclusion that he should serve as a director of our company and Chairman of the Board.

Frederic H. Moll, M.D. has served as one of our directors since August 2007. In September 2002, Dr. Moll co-founded Hansen Medical, Inc., a medical robotics company, and serves as its Chief Executive Officer and is a member of its board of directors. In November 1995, Dr. Moll co-founded Intuitive Surgical, Inc., a medical device company, and served as its first Chief Executive Officer and later, its Vice President and Medical Director until September 2003. In 1989, Dr. Moll co-founded Origin Medsystems, Inc., a medical device company, which later became an operating company within Guidant Corporation, a medical device company, following its acquisition by Eli Lilly in 1992. Dr. Moll served as Medical Director of Guidant’s surgical device division until November 1995. Dr. Moll holds a B.A. from the University of California, Berkeley, an M.S. from Stanford University and an M.D. from the University of Washington School of Medicine. Dr. Moll’s leadership experience in the medical device industry, his long career as an executive of a publicly-traded company, his medical background, and his resulting skills in the areas of business development, corporate transactions, corporate communications and enterprise risk management led to the conclusion that he should serve as a director of our company.

Table of Contents

Class I Directors with a Term Expiring at the 2011 Annual Meeting of Stockholders

S. Morry Blumenfeld, Ph.D. has served as one of our directors since July 2005. In 2003, Dr. Blumenfeld founded Meditech Advisors LLC and Meditech Advisors Management LLC, a member of Ziegler MediTech Partners, LLC, the sole general partner of Ziegler Meditech Equity Partners, LP, a private equity fund specializing in investments in healthcare and medical device companies. In April 2002, Dr. Blumenfeld retired as Managing Director of GE Medical Systems in Israel after more than 34 years with the company, where he helped initiate both GE’s CT and MR business lines. Currently, he serves on the board of directors of a number of medical device and technology companies, including Oridion Systems Ltd., where he is a member of the compensation committee, and several private companies. Dr. Blumenfeld holds a B.A.Sc in engineering physics and a Ph.D. in molecular physics from the University of Toronto. Dr. Blumenfeld’s leadership experience and international business, corporate transactions, and corporate governance expertise garnered from his business experience, as well as his familiarity with our industry, led to the conclusion that he should serve as a director of our company.

John G. Freund, M.D. has served as one of our directors since October 2008. Since 1997, Dr. Freund has been a Managing Director of Skyline Ventures, a venture capital firm. From September 1995 to September 1997, Dr. Freund was a Managing Director in the Alternative Assets Group at Chancellor Capital Management, an investment firm. In 1995, Dr. Freund co-founded Intuitive Surgical, Inc., a medical device company, and served on Intuitive’s board of directors until March 2000. From June 1988 to December 1994, Dr. Freund held various positions at Acuson Corporation, a medical device company, including Executive Vice President. From 1982 to 1988, Dr. Freund was at Morgan Stanley & Co., Inc., an investment banking firm, where he was the co-founder of the Healthcare Group in the Corporate Finance Department and later was the original healthcare partner at Morgan Stanley Venture Partners, a venture capital firm affiliated with Morgan Stanley. Dr. Freund served on the board of directors of Hansen Medical, Inc., a medical device company, from November 2002 to March 2010 and is currently a director and member of the audit committee and the nominating and corporate governance committee of XenoPort Inc., a biotech company, a director and member of the nominating and corporate governance committee of MAP Pharmaceuticals, Inc., a biotech company, a director and member of the contracts and governance committee and the nominating committee of the SmallCap World Fund, and a director and member of the contracts committee and the nominating and governance committee of each of The Growth Fund of America, Inc. and Fundamental Investors, Inc., each of which are U.S.-registered investment funds. Dr. Freund also is a director of a number of private companies. Dr. Freund received an M.D. from Harvard Medical School in 1980 and an M.B.A. from Harvard Business School in 1982, where he was a Baker Scholar. Skyline Ventures was one of the investors in our October 2008 private placement. In connection with the private placement, we agreed that Skyline Ventures was entitled to appoint one representative to our board of directors so long as its affiliated funds hold at least 25% of the shares of our common stock that they purchased in the private placement. Dr. Freund was appointed to our board pursuant to that agreement. We believe that Dr. Freund is qualified to serve as a director of our company due to his leadership experience in the life sciences industry, his experience as a director of several other medical device and biotech companies, his medical background, and his resulting skills in the areas of business development, corporate transactions, corporate communications, and enterprise risk management.

William D. Pruitt has served as one of our directors since June 2008. Mr. Pruitt is president of Pruitt Enterprises, LP. Mr. Pruitt has been an independent board member of The PBSJ Corporation, an international professional services firm, since July 2005, has been the chairman of the PBSJ audit committee since 2003, and is a member of the PBSJ compensation committee. Mr. Pruitt served as chairman of the audit committee of KOS Pharmaceuticals, Inc., a fully integrated specialty pharmaceutical company, until its sale in 2006. He was also chairman of the audit committee for Adjoined Consulting, Inc., a full-service management consulting firm, until it was merged into Kanbay International, a global consulting firm, in February 2006. Mr. Pruitt also has served as a director and chairman of the audit committee of Coral Gables Trust Company since December 2009. From 2002 to 2004, Mr. Pruitt provided market consultancy services to Ernst & Young LLP, our independent registered public accounting firm. From 1980 to 1999, Mr. Pruitt served as the managing partner for the Florida, Caribbean and Venezuela operations of the independent auditing firm of Arthur Andersen LLP. Mr. Pruitt holds a Bachelor of Business Administration from the University of Miami and is a Certified Public Accountant (inactive). Mr. Pruitt’s experience in financial matters as a certified public accountant and as a former managing partner of an accounting firm and the skills he acquired through these positions in the areas of financial matters, public accounting, corporate transactions and enterprise risk management, as well as his background as a director and audit committee member of publicly-traded companies, led to the conclusion that he should serve as a director of our company.

Table of Contents

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENT DIRECTORS

Our board of directors has determined that eight of the nine directors currently serving on our board are independent directors under the independence standards of The NASDAQ Global Market; specifically, Messrs. Chao, Dewey, Federico and Pruitt and Drs. Blumenfeld, Freund, Moll, and Savarese are independent. Mr. Chao is retiring from our board of directors when his current term as a director expires at the annual meeting of stockholders.

In making determinations of independence with respect to Messrs. Chao and Drs. Blumenfeld, Freund, and Savarese, each of whom is affiliated with a principal stockholder of our company, our board considered the relationship between the director and the respective stockholder and determined, in each case, that the relationship was not relevant to the director’s independence.

In accordance with the requirements of NASDAQ, our independent directors meet in regularly convened executive sessions at least twice per year, in conjunction with regularly scheduled board meetings.

BOARD LEADERSHIP STRUCTURE

Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as our board of directors believes it is in the best interest of the company to make that determination based on the current position and direction of the company and the membership of the board of directors. Dr. Ferré, our company’s Chief Executive Officer, currently serves as Chairman of the Board. Our board of directors has determined that this combined role is in the best interests of the company’s stockholders at this time because Dr. Ferré is the person best qualified to serve as Chairman of the Board given his history with our company and his skills and experience within the industry that we operate. Further, our board of directors believes that this leadership structure is appropriate at this time as it establishes a single leader with one vision setting the tone and direction for our company. Our board of directors believes that there is no single best organizational model that would be most effective in all circumstances and therefore retains the authority to modify this structure to best address our company’s unique circumstances as and when appropriate.

In March 2009, our board of directors established the position of Lead Director to supplement the combined Chief Executive Officer and Chairman of the Board position. Charles W. Federico currently serves as our Lead Director. The Lead Director works closely with the Chairman of the Board and our Chief Executive Officer to assure that our board is able to more effectively and pro-actively execute its fundamental duties on an ongoing basis and to enhance our board’s ability to oversee and monitor the operations of our company. The primary responsibilities of the Lead Director include the following, among other things:


	•	Presiding at all meetings of the board at which the Chairman of the Board is not present, including all executive sessions of the independent directors and establishing agendas for the executive sessions in consultation with the other directors and the Chairman of the Board;

	•	Working with the Chairman of the Board to establish meeting agendas for the board of directors and its committees;

	•	Reviewing all board materials;

	•	Advising the Chairman of the Board regarding any director and stockholder concerns;

	•	Interviewing, along with the chairman of the corporate governance and nominating committee, all candidates for our board of directors;

	•	Soliciting suggestions from the chairs of the board’s committees;

	•	Participating with the Chairman of the Board and the company’s executive officers in certain strategic planning and implementation tasks.

Table of Contents

THE BOARD’S ROLE IN RISK OVERSIGHT

Our board of directors is responsible for overseeing the operational and strategic risk management processes that have been designed and implemented by our company’s senior management. Our board of directors has delegated to its audit committee primary responsibility for reviewing the company’s policies with respect to risk assessment and risk management. Each committee of our board of directors also oversees the management of company risks that fall within the committee’s areas of responsibility. For examples, the audit committee addresses significant financial risk exposures facing the company and the steps management has taken to monitor, control and report such exposures; the compensation committee addresses significant risk exposures facing the company with respect to compensation; and the corporate governance and nominating committee oversees corporate governance risks. Each committee reports to the full board of directors on a regular basis, including, as appropriate, an update on the committee’s risk oversight activities. Our board of director’s role in our company’s risk oversight has not affected our leadership structure.

Our company has created a Risk Management Committee comprised of senior management from each operating division of the company that is responsible for identifying, assessing, and developing a mitigation strategy for significant enterprise risks that could impact our company’s ability to meet our objectives and execute our strategic plan. Our Risk Management Committee periodically meets to identify, assess, and prioritize internal and external significant risks and to develop processes for responding to, mitigating, and monitoring such risks. The Risk Management Committee provides a summary of its activities and findings directly to the audit committee and, as appropriate, to the other committees and the full board of directors.

MEETINGS AND ATTENDANCE

During 2009, our board of directors held twelve meetings. Each of our incumbent directors attended at least 75% of the aggregate number of meetings of the board and the committees on which the director served, which were held during such director’s term of office. None of the members of the standing committees of our board of directors, described in detail below, was an officer or employee of our company.

We have no policy requiring our directors to attend our annual stockholders meetings; however, our corporate governance guidelines provide that directors should make every effort to attend all annual and special meetings of stockholders, as well as meetings of our board of directors and meetings of the board committees of which they are members. Eight of our directors attended our 2009 annual stockholders meeting.

BOARD COMMITTEES AND MEETINGS

Our board of directors has a standing audit committee, compensation committee, and corporate governance and nominating committee. The board has adopted, and may amend from time to time, a written charter for each of the committees. We maintain a website atwww.makosurgical.com and make available on that website, free of charge, copies of each of the committee charters. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement.

We provide below information on the standing committees of our board of directors, including the membership, functions and number of meetings of each committee held in 2009. As part of its standard practices and in light of Mr. Chao’s resignation from our board, our board of directors will reconstitute the membership of each committee at our board’s annual meeting immediately following the 2010 annual stockholders meeting.

Audit Committee

Our audit committee consists of Messrs. Pruitt, Chao, and Federico, each of whom our board of directors has determined to be an independent director. Our board of directors has determined that Mr. Pruitt qualifies as an audit committee financial expert within the meaning of SEC regulations and is financially sophisticated within the meaning of the NASDAQ listing standards. In making this determination, our board considered the nature and scope of experience that Mr. Pruitt has previously had with reporting companies. Mr. Pruitt currently serves as the chair of the audit committee. The audit committee held nine meetings in 2009. The functions of this committee include, among other things:

Table of Contents


	Ÿ	Overseeing the audit and other services of our independent registered public accounting firm and being directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, who will report directly to the audit committee;

	Ÿ	Reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;

	Ÿ	Overseeing compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

	Ÿ	Reviewing our annual and quarterly financial statements and reports and discussing the financial statements and reports with our independent registered public accounting firm and management;

	Ÿ	Reviewing and approving all related person transactions;

	Ÿ	Reviewing with our independent registered public accounting firm and management significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy and effectiveness of our internal controls over financial reporting;

	Ÿ	Establishing procedures for the receipt, retention and treatment of complaints received by us regarding internal control over financial reporting, accounting or auditing matters; and

	Ÿ	Preparing the audit committee report for inclusion in our proxy statement for our annual meeting.

Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

Compensation Committee

Our compensation committee consists of Mr. Chao, Dr. Blumenfeld, and Mr. Dewey, each of whom our board has determined to be an independent director. Each member of our compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986. The compensation committee held eight meetings in 2009.

Mr. Chao serves as the chair of the compensation committee. The functions of this committee include, among other things:


	Ÿ	Determining the compensation and other terms of employment of our Chief Executive Officer and other executive officers and reviewing and approving corporate performance goals and objectives relevant to such compensation;

	Ÿ	Administering and implementing our incentive compensation plans and equity-based plans, including approving option grants, restricted stock and other awards;

	Ÿ	Evaluating and recommending to our board of directors the equity incentive compensation plans, equity-based plans and similar programs advisable for us, as well as modifications or terminations of existing plans and programs;

	Ÿ	Reviewing and approving the terms of any employment-related agreements, severance arrangements, change-in-control and similar agreements/provision and any amendments, supplements or waivers to the foregoing agreements with our Chief Executive Officer and other executive officers;

	Ÿ	Reviewing and discussing the Compensation Discussion and Analysis required in our annual report and proxy statement with management and determining whether to recommend to the board the inclusion of the Compensation Discussion and Analysis in the annual report or proxy; and

	Ÿ	Preparing the compensation committee report for inclusion in our proxy statement for our annual meeting.

Table of Contents

In making decisions concerning executive compensation, the compensation committee typically considers, but is not required to accept, the recommendations of Dr. Ferré, our President and Chief Executive Officer, regarding the performance and proposed base salary, bonus target and equity awards for our named executive officers, including Dr. Ferré. The compensation committee may also request the assistance of Fritz L. LaPorte, our Chief Financial Officer, and our human resources department in evaluating the financial, accounting and tax implications of various compensation awards paid to the named executive officers. Neither Mr. LaPorte nor our human resources employees, however, recommend or determine the amounts or types of compensation paid to the named executive officers. Dr. Ferré and certain of our other executive officers may attend compensation committee meetings, as requested by the chairman of the compensation committee and depending on the issues to be discussed by the compensation committee, but none of these executive officers, including Dr. Ferré, attends any portion of the compensation committee meetings during which his compensation is discussed and approved.

In the third quarter of 2007, as we discuss below under “Compensation Discussion and Analysis,” the compensation committee retained Radford Surveys and Consulting to conduct a review of the pre-IPO equity ownership levels for senior management at other pre-IPO medical device and biotechnology companies in later stages of financing, and provide an analysis of how the then-current equity holdings of our senior management, including each of the then named executive officers, compared to the median of the surveyed companies. In 2008, the compensation committee did not engage a compensation consultant in making decisions concerning executive compensation. In late 2009, the compensation committee engaged Radford Surveys and Consulting to provide consulting services to the committee related to 2010 executive compensation.

Additional information regarding the compensation committee and our policies and procedures regarding executive compensation, including the role of executive officers and compensation consultants in recommending executive compensation, is provided below under “Compensation Discussion and Analysis.”

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee consists of Mr. Federico and Drs. Freund, Moll, and Savarese each of whom our board has determined to be an independent director. The corporate governance and nominating committee held three meetings in 2009.

Mr. Federico serves as the chair of the corporate governance and nominating committee. The functions of this committee include, among other things:


	Ÿ	Evaluating director performance on the board and applicable committees of the board;

	Ÿ	Interviewing, evaluating, nominating and recommending individuals for membership on our board of directors;

	Ÿ	Evaluating nominations by stockholders of candidates for election to our board;

	Ÿ	Reviewing and recommending to our board of directors any amendments to our corporate governance documents; and

	Ÿ	Making recommendations to the board regarding management succession planning.

NOMINATION PROCESS

Under our corporate governance guidelines, the corporate governance and nominating committee is responsible for identifying and recommending to our board of directors qualified candidates for board membership. In considering potential candidates for board membership, the corporate governance and nominating committee considers the entirety of each candidate’s credentials. Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the board. However, at a minimum, candidates for the board must possess:


	Ÿ	high personal and professional ethics and integrity;

	Ÿ	an ability to exercise sound judgment;

	Ÿ	an ability to make independent analytical inquiries;

Table of Contents


	Ÿ	a willingness and ability to devote adequate time and resources to diligently perform board duties; and

	Ÿ	appropriate and relevant business experience and acumen.

In addition to the aforementioned minimum qualifications, the corporate governance and nominating committee may take into account other factors when considering whether to nominate a particular person. These factors include:


	Ÿ	whether the person possesses specific industry expertise and familiarity with general issues affecting our business;

	Ÿ	whether the person’s nomination and election would enable our board to have a member that qualifies as an “audit committee financial expert” as this term is defined by the SEC in Item 407 of Regulation S-K, as may be amended;

	Ÿ	whether the person would qualify as an independent director;

	Ÿ	the importance of continuity of the existing composition of the board; and

	Ÿ	the importance of diversified board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

A director candidate should have expertise, skills, knowledge and experience that, when taken together with that of other board members, will lead to a board of directors that is effective, collegial and responsive to our needs.

While the corporate governance and nominating committee does not have a formal policy relating specifically to the consideration of diversity in indentifying director nominees, the committee does, as noted above, consider the importance of a diversified board membership, including diversity of viewpoint, background, industry knowledge and perspective, as part of its overall evaluation of candidates for director nominees.

The corporate governance and nominating committee may seek to identify director candidates based on input provided by a number of sources, including (i) committee members, (ii) our other directors, (iii) our stockholders, (iv) our Chief Executive Officer and (v) third parties. The corporate governance and nominating committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates. In 2010, the corporate governance and nominating committee retained a search firm to assist it in identifying and assessing potential director candidates meeting the criteria established by the committee, interviewing and screening such candidates, and acting as an intermediary with such candidates.

The corporate governance and nominating committee gives appropriate consideration to candidates for board membership recommended for nomination by stockholders and evaluates such candidates in the same manner as other candidates identified to the committee. Stockholders who wish to nominate director candidates for election by stockholders at the annual meeting may do so in the manner disclosed in the Questions and Answers section of this proxy statement in accordance with the provisions of our bylaws. Members of the corporate governance and nominating committee will discuss and evaluate possible candidates in detail prior to recommending them to the board.

The corporate governance and nominating committee is also responsible for initially assessing whether a candidate would be an independent director. Our board of directors, taking into consideration the recommendations of the corporate governance and nominating committee, is responsible for selecting the nominees for election to the board by the stockholders and for appointing directors to the board to fill vacancies and newly created directorships, with primary emphasis on the criteria set forth above. The board, taking into consideration the assessment of the corporate governance and nominating committee, also determines whether a nominee or appointee would be an independent director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of our compensation committee is or has been an officer or employee of the company. None of our executive officers served on the board of directors or compensation committee of any other entity that has or has had an executive officer who served as a member of our board of directors or compensation committee during 2009. Each of Dr. Blumenfeld and Mr. Dewey had relationships with the company during 2009 that were disclosed as related person transactions. See “Certain Relationships and Related Person Transactions – Research and Development Agreement” and “Certain Relationships and Related Person Transactions – Z-KAT Asset Purchase” below.

Table of Contents

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers, and employees, including, without limitation, our principal executive officer, principal financial officer, controller, and persons performing similar functions. In addition, our board of directors also has adopted Corporate Governance Guidelines to assist our board in exercising its duties. The Code of Business Conduct and Ethics and our Corporate Governance Guidelines are available, free of charge, on the Investor Relations section our website atwww.makosurgical.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any waivers from or amendments to any provision of the Code of Business Conduct and Ethics by disclosing such information on the same website. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

You can contact our board of directors to provide comments, to report concerns, or to ask a question, at the following address: Corporate Secretary, MAKO Surgical Corp., 2555 Davie Road, Fort Lauderdale, Florida, 33317. You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier or other interested party. Communications are distributed to the board of directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our board of directors has requested that certain items that are unrelated to the duties and responsibilities of the board should be excluded, such as:


	Ÿ	Product complaints

	Ÿ	Product inquiries

	Ÿ	New product suggestions

	Ÿ	Resumes and other forms of job inquiries

	Ÿ	Surveys

	Ÿ	Business solicitations or advertisements

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request.

You may also communicate online with our board of directors as a group by visiting the Investor Relations section of our website atwww.makosurgical.com.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS

We have adopted a Related Person Transactions Policy pursuant to which our executive officers, directors and principal stockholders, including their immediate family members, are not permitted to enter into a related person transaction with us without the consent of our audit committee, other independent committee of our board of directors, or the full board. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of such person’s immediate family members in which the amount involved exceeds $120,000 must be presented to our audit committee for review, consideration and approval. All of our directors, executive officers and employees are required to report to our audit committee any such related person transaction. In approving or rejecting the proposed transaction, our audit committee shall take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person’s interest in the transaction and, if applicable, the impact on a director’s independence. After consideration of these and other factors, the audit committee may approve or reject the transaction. Under the policy, if we should discover related person transactions that have not been approved, the audit committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Table of Contents

RESEARCH AND DEVELOPMENT AGREEMENT

In August 2009, we entered into a Research and Development Agreement, or the R&D Agreement, with a third-party sensor company associated with the potential future development of intellectual property and technology related to sensing devices. The R&D Agreement required an initial payment of $50,000 and requires future payments ranging from $250,000 to $1,000,000 in the event that we decide to enter into a licensing and supply agreement with the third-party sensor company following the end of the research and development period.

S. Morry Blumenfeld and Christopher C. Dewey, members of our board of directors, hold approximately five percent (5%) and ten percent (10%), respectively, of the issued and outstanding stock of the third-party sensor company. The members of the audit committee of our board of directors having no financial interest in the R&D Agreement approved the terms of the R&D Agreement.

RECENT SALE OF SECURITIES

In August 2009, we completed a public offering of our common stock, issuing 8,050,000 shares at an offering price to the public of $7.25 per share, resulting in net proceeds, after underwriting discounts and commissions and expenses, of approximately $54.3 million. Set forth below is information regarding two of the participating investors who were existing stockholders deemed to be affiliates of our company by virtue of their representation on the board.


Investor (1)	Common Shares (#)		Purchase Price ($)
Montreux Equity Partners IV, L.P. (2)		632,000	$	4,582,000
Skyline Venture Partners V, L.P. (3)		758,000	$	5,495,500




(1)	See the section of this proxy entitled “Principal Stockholders” for more detail on shares beneficially owned by these investors.

(2)	Montreux Equity Partners IV, L.P. was an existing stockholder at the time of the public offering and is represented on the board of directors by John J. Savarese, M.D.

(3)	Skyline Venture Partners V, L.P. was an existing stockholder at the time of the public offering and is represented on the board of directors by John G. Freund, M.D.

Each of these existing stockholders participated in the public offering on the same terms as the other purchasers. The members of the audit committee of our board of directors having no financial interest in the public offering approved the terms of the public offering and the participation of these existing stockholders.

Z-KAT ASSET PURCHASE

In February 2010, we completed the acquisition of substantially all of the intellectual property assets of Z-KAT, Inc., or Z-KAT. The terms of the asset purchase agreement between us and Z-KAT terminated our prior licenses with Z-KAT, including Z-KAT’s nonexclusive sublicense to our intellectual property portfolio, and transferred to us ownership rights to certain intellectual property assets for core technologies in computer assisted surgery, or CAS, haptics and robotics, including U.S. and foreign patents and patent applications, proprietary software and documentation, trade secrets and trademarks owned by Z-KAT, and certain contractual and other rights to licensed patents, patent applications and other intellectual property licensed to Z-KAT. We paid the purchase price in full at the time of closing by issuing 230,458 shares of our common stock to Z-KAT in a private placement. In connection with the acquisition, we also entered into a new license agreement with Z-KAT pursuant to which we obtained an exclusive worldwide, fully transferable, perpetual, royalty-free and fully paid-up sublicense to certain intellectual property for technologies in CAS licensed by Z-KAT. This new license agreement expands our rights in this intellectual property from the field of orthopedics to the medical field generally. Certain of our rights under the asset purchase agreement and new license agreement remain subject to any prior license granted by Z-KAT, including the license from Z-KAT to Biomet Manufacturing Corp.

Z-KAT formed MAKO Surgical Corp. in November 2004 and Christopher C. Dewey, a member of our board of directors, Maurice R. Ferré, M.D., our President and Chief Executive Officer and Chairman of our board of directors, and Rony Abovitz, our Chief Visionary Officer and Co-Founder, collectively hold more than ten percent (10%) of the

Table of Contents

outstanding stock of Z-KAT. The members of the audit committee of our board of directors having no financial interest in the asset purchase agreement and new license agreement approved the terms of the asset purchase agreement and new license agreement.

We believe that there has not been any other transaction or series of similar transactions during 2009, or any currently proposed transaction, to which we were or are to be a party in which the amount involved exceeds $120,000 and in which any director, executive officer or principal stockholder, or members of any such person’s immediate family, had or will have a direct or indirect material interest, other than compensation described in “Executive Compensation.” We intend that any such future transactions will be approved by our audit committee and will be on terms no less favorable to our company than could be obtained from unaffiliated third parties.

2009 DIRECTOR COMPENSATION

The following table sets forth information with respect to the compensation of all our non-employee directors during 2009.


Name	Fees Earned or Paid in Cash ($)			Option Awards ($)(1)			Total ($)
S. Morry Blumenfeld, Ph.D.		—			—			—
Gerald A. Brunk (2)		—			—			—
Marcelo G. Chao		—			—			—
Christopher C. Dewey		—			—			—
Charles W. Federico	$	44,750	(3)	$	49,449	(4)	$	94,199
John G. Freund, M.D.		—			—			—
Frederic H. Moll, M.D.	$	27,500	(5)	$	23,479	(6)	$	50,979
William D. Pruitt	$	35,000	(5)	$	16,666	(7)	$	51,666
John J. Savarese, M.D.		—			—			—



(1)	Amounts represent the aggregate grant date fair value of awards granted by the Company during 2009, as computed in accordance with Accounting Standards Codification (“ASC”) 718,Compensation-Stock Compensation, disregarding any estimated forfeitures relating to service-based vesting conditions. The 2009 Director Option Awards Table below provides further detail on director option grants made in 2009.

(2)	Mr. Brunk served as a director until the 2009 annual meeting of the stockholders held on June 11, 2009, when his term as director expired.

(3)	Represents fees earned in cash in 2009, including an annual retainer of $20,000, an annual retainer as Lead Director of $16,000 which was prorated for the length of service as Lead Director during 2009, $1,000 for each board or committee meeting attended in 2009, and $500 for each telephonic or video board or committee meeting attended in 2009.

(4)	As of December 31, 2009, Mr. Federico held options exercisable for 23,925 shares, 10,723 of which had vested and become exercisable.

(5)	Represents fees earned in cash in 2009, including an annual retainer of $20,000, $1,000 for each board or committee meeting attended in 2009, and $500 for each telephonic or video board or committee meeting attended in 2009.

(6)	As of December 31, 2009, Dr. Moll held options exercisable for 15,675 shares, 7,699 of which had vested and become exercisable.

(7)	As of December 31, 2009, Mr. Pruitt held options exercisable for 13,200 shares, 4,949 of which had vested or become exercisable.

Table of Contents

2009 Director Option Awards Table


Name	Grant Date		Number of Securities Underlying Options (#)(1)		Grant Date Fair Value of Option Awards ($)(2)
Charles W. Federico		1/27/09		3,300	$	12,935
Charles W. Federico		3/26/09		825	$	3,486
Charles W. Federico		6/5/09		3,300	$	16,666
Charles W. Federico		6/11/09		3,300	$	16,362
Frederic H. Moll, M.D.		1/27/09		3,300	$	12,935
Frederic H. Moll, M.D.		8/24/09		2,475	$	10,544
William D. Pruitt		6/5/09		3,300	$	16,666



(1)	Option awards granted to each named executive officer during 2009 vest over three years.

(2)	Amounts represent the aggregate grant date fair value of awards granted by the Company during 2009, as computed in accordance with ASC 718, disregarding any estimated forfeitures relating to service-based vesting conditions.

We reimburse all of our directors for their reasonable out-of-pocket travel expenses associated with attending board or committee meetings in person. Drs. Blumenfeld, Freund, and Savarese and Messrs. Brunk, Chao, and Dewey did not receive any compensation for their services on the board of directors during 2009. Similarly, Dr. Ferré, our only employee director, does not receive any compensation for his services as a director.

Annual Cash Compensation

Each member of our board whose directorship did not initially arise in conjunction with either a direct or indirect (through an investing fund) investment in our company received an annual retainer of $20,000, a fee of $1,000 for each board meeting or committee meeting attended in person during 2009, $500 for each telephonic or video board or committee meeting attended during 2009, and, with respect to our lead director only, an additional annual retainer of $16,000. Accordingly, during fiscal year 2009, Dr. Moll and Messrs. Federico and Pruitt each received an annual retainer of $20,000, a fee of $1,000 for each board meeting or committee meeting attended in person during 2009, $500 for each telephonic or video board or committee meeting attended during 2009, and with respect to Mr. Federico only, an additional prorated annual retainer of $12,250 for his partial year of service as lead director. Drs. Blumenfeld, Ferré, Freund, and Savarese and Messrs. Brunk, Chao, and Dewey did not receive any compensation in connection with their service on our board of directors during fiscal year 2009.

Equity Compensation

On a case-by-case basis, non-employee directors may be entitled to receive options, in an amount determined by our board of directors or its compensation committee in its respective discretion, to purchase shares of common stock upon initial election or appointment to the board of directors. In determining the number of options granted to a director upon initial election or appointment, the compensation committee uses its judgment and, consistent with our compensation objectives, maintains the flexibility necessary to recruit qualified and experienced directors. Furthermore, our lead director is entitled to an annual grant of options to purchase 3,300 shares of our company’s common stock and certain non-employee directors, specifically Dr. Moll and Messrs. Federico and Pruitt, are entitled to an annual grant of options to purchase 3,300 shares of our company’s common stock. In each case, the exercise price is equal to the fair market value of our common stock on the day of grant and one-third of the option grant vests on the first anniversary of the grant date with the remaining two-thirds of the option grant vesting ratably over the ensuing twenty-four months. We refer to the annual anniversary grant as the Anniversary Grant and the annual lead director grant as the Leader Director Grant. Historically, the Anniversary Grants were granted in connection with the anniversary date of each director’s initial election to our board of directors. In August 2009, the compensation committee approved the granting of all Anniversary Grants in connection with the annual meeting of stockholders, beginning with the 2010 annual meeting. Until February 2008, all outstanding options granted to our non-employee

Table of Contents

directors were issued under our 2004 Stock Incentive Plan. Thereafter, all options granted to our non-employee directors will be issued under our 2008 Omnibus Incentive Plan.

The first anniversary dates of service for Mr. Federico and Dr. Moll were June 5, 2008 and August 24, 2008, respectively. On January 27, 2009, the compensation committee approved an Anniversary Grant to each of Mr. Federico and Dr. Moll in recognition of their first anniversary dates of service in 2008. Accordingly, on January 27, 2009, each of Mr. Federico and Dr. Moll were granted an option to purchase 3,300 shares of our common stock with an exercise price per share of $7.10, which was the closing price per share of our common stock on the grant date. In connection with Mr. Federico’s election as lead director on March 26, 2009 for a term through our 2009 annual meeting of stockholders, the compensation committee approved a prorated Lead Director Grant to Mr. Federico. Accordingly, on March 26, 2009, Mr. Federico was granted an option to purchase 825 shares of our common stock with an exercise price of $7.55, which was the closing price per share of our common stock on the grant date. On June 5, 2009, the compensation committee approved an Anniversary Grant to each of Messrs. Federico and Pruitt in recognition of their 2009 anniversary dates of service and each of them were granted an option to purchase 3,300 shares of our common stock with an exercise price per share of $8.70, which was the closing price per share of our common stock on the grant date. In connection with Mr. Federico’s reelection to the position of Lead Director on June 11, 2009, the compensation committee approved a Lead Director Grant to Mr. Federico and he was granted an option to purchase 3,300 shares of our common stock with an exercise price per share of $8.55, which was the closing price per share of our common stock on the grant date. The compensation committee approved an Anniversary Grant to Dr. Moll on August 24, 2009 in recognition of his 2009 anniversary date of service and he was granted an option to purchase 2,475 shares of our common stock with an exercise price per share of $7.66, which was the closing price per share of our common stock on the grant date. Each option vests over three years as follows: one-third on the first anniversary of the grant date and two-thirds ratably over the remaining twenty-four months.

EXECUTIVE OFFICERS

Our executive officers, their respective ages as of April 12, 2010, and their positions with our company are as follows:


Name	Age		Position
Maurice R. Ferré, M.D.	49	��	President, Chief Executive Officer and Chairman
Fritz L. LaPorte	40		Senior Vice President of Finance and Administration, Chief Financial Officer and Treasurer
Ivan Delevic	44		Senior Vice President of Strategic Marketing and Business Development
Menashe R. Frank	43		Senior Vice President, General Counsel and Secretary
James E. Keller(1)	58		Senior Vice President of Regulatory Affairs and Quality Assurance
Richard Leparmentier(2)	42		Senior Vice President of Engineering
Duncan H. Moffat	49		Senior Vice President of Operations
Steven J. Nunes	51		Senior Vice President of Sales and Marketing




(1)	Mr. Keller joined our company on March 22, 2010.

(2)	Mr. Leparmentier joined our company on March 29, 2010.

The principal occupations and positions for at least the past five years of the executive officers named above are as follows:

Maurice R. Ferré, M.D.Please see “Election of Directors” above.

Fritz L. LaPorte, our Senior Vice President of Finance and Administration, Chief Financial Officer and Treasurer, has been with us since our inception in November 2004. From 2001 to November 2004, Mr. LaPorte served as Chief Financial Officer of Z-KAT, Inc. From 1997 to 2000, Mr. LaPorte served as the Director of Finance for Holy Cross Hospital, Inc., a 580-bed acute care facility in Fort Lauderdale, Florida. From 1993 to 1997, Mr. LaPorte served as a Senior Auditor in the Assurance Healthcare Group of Ernst & Young LLP, our independent registered public accounting firm. Mr. LaPorte holds a B.B.A. in accounting from Florida Atlantic University and is a Certified Public Accountant.

Table of Contents

Ivan Delevic, our Senior Vice President of Strategic Marketing and Business Development, joined our company in April 2009. Beginning in 2007 through April 2009, Mr. Delevic was a business development consultant to medical device companies through ATID Group Inc. and IDAT LLC, companies he founded in 2007. From 1996 to 2007, Mr. Delevic held various positions with General Electric’s healthcare division, both domestically and internationally, including as General Manager for Molecular Imaging EMEA, Global Marketing and Sales Manager for Surgical Navigation, Business Development Manager with GE Healthcare’s Global Business Development, Six Sigma Leader & Black Belt for Global Functional Imaging, and Sales Manager for Southeastern Europe. From 1992 to 1996, Mr. Delevic worked for Johnson & Johnson, Inc. as a Business Manager in Budapest, Hungary. Mr. Delevic holds a M.B.A. from the Technical University of Budapest through a joint program with Herriot-Watt University and a M.S. in Electrical Engineering from the Technical University of Budapest.

Menashe R. Frank, our Senior Vice President, General Counsel and Secretary, has been with us since our inception in November 2004. From July 2004 to November 2004, Mr. Frank was a legal consultant to Z-KAT, Inc. Mr. Frank was a corporate associate at the law firm of Hogan & Hartson LLP from 2001 to June 2004, and the law firm of Baker & McKenzie from 2000 to 2001. From 1998 to 2000, Mr. Frank served as Chief Legal Officer for Enticent.com, Inc., a marketing technology enterprise. He was also an associate in the business finance and restructuring department of the law firm of Weil, Gotshal & Manges LLP from 1996 to 1998. Mr. Frank holds a B.A. in political science from American University and a J.D. from the University of Miami School of Law.

James E. Keller, our Senior Vice President of Regulatory Affairs and Quality Assurance, joined our company in March 2010. From 2008 to 2009, Mr. Keller served as VP of Regulatory Affairs & Pharmacovigilence for Medicis Pharmaceutical Corp., a mid-cap diversified drug and Class 3 medical device company for the aesthetic and dermatology markets, where his responsibilities included the development of a regulatory strategy for domestic and international registration of new and revised products, adverse event investigation, reporting, and trending. From 2007 to 2008, Mr. Keller served as Vice President of Regulatory Affairs & Quality Assurance for F. Dohmen Company, a small healthcare services company, where his responsibilities included providing regulatory affairs and quality and compliance services to early-stage biotechnology and medical device firms and developing and implementing a corporate quality management system. From 2005 to 2007, Mr. Keller served as the Vice President of Clinical, Spinal & Biologics for the orthopedic and biologics division of Medtronic, a large medical device company, where his responsibilities included reengineering the regulatory and clinical operations organization and creating regulatory and clinical strategies for new biologic and drug/device combination products, pharmaceuticals, and Class 3 implantable medical devices. From 2001 to 2005, Mr. Keller served as Vice President of Regulatory Affairs & Quality Assurance for Light Sciences Corporation, an early-stage biotechnology development company. From 1996 to 2000, Mr. Keller served as Vice President of Regulatory Affairs for Mallinckrodt, a pharmaceutical and medical device company. Beginning in 1987, Mr. Keller held various positions with E.I. Du Pont de Nemours, including Associate Director of Regulatory Affairs with DuPont Pharmaceuticals and Manager of Regulatory Affairs, Quality Assurance and Government Affairs with DuPont Medical Products. Mr. Keller holds a B.S. in Microbiology from Clemson University and an M.B.A. from John M. Olin School of Business, Washington University.

Richard Leparmentier, our Senior Vice President of Engineering, joined our company in March 2010. From 2007 to 2010, Mr. Leparmentier served as U.S. VP of Design and Engineering for ASML, a Dutch lithography equipment company, where he managed a team of approximately 320 engineers across the U.S. and the Netherlands. From 1995 to 2006, Mr. Leparmentier held various positions with GE Healthcare, including Vice President of OEC-Surgery Engineering, a leader in surgical x-ray and navigation equipment, where he managed approximately 270 engineers and his responsibilities included new product development through both internal development and business development, Engineering Manager for radiography products in China, and Lead System Designer for radiographic products in Buc, France. Mr. Leparmentier holds an engineering degree in Biology and Micromechanics from Ecole Politechnique in France.

Duncan H. Moffat, our Senior Vice President of Operations, has been with us since April 2008. From 2001 to 2008, Mr. Moffat served as Vice President of Operations for the nuclear medicine business of Philips Medical Systems, a worldwide manufacturer of medical imaging equipment. From 1998 to 2001, Mr. Moffat served as Vice President of Operations for Lumisys, a start-up company providing digital x-ray products that was sold to Eastman Kodak in 2001. Beginning in 1982, Mr. Moffat held various positions with the Lucas companies, first with two Lucas affiliates in England, followed by a position as project manager with Lucas Control Systems Products, Hampton, Virginia, and then by a position as Director of Operations with Lucas Deeco Systems, Hayward, California, from 1995

Table of Contents

to 1998. Mr. Moffat holds a Bachelor of Science in Electrical and Electronic Engineering, Strathclyde University, Glasgow, Scotland.

Steven J. Nunes,our Senior Vice President of Sales and Marketing, has been with us since May 2006. From September 2002 to May 2006, Mr. Nunes served as Director of Commercialization for GE Healthcare, a unit of General Electric Company, a diversified technology, media, and financial services company. From 1996 to April 2002, Mr. Nunes held various positions, including Vice President of Sales and Marketing, at Visualization Technology, Inc., a medical device company for image-guided surgery, which was later acquired by GE Healthcare. In 1990, Mr. Nunes established SJN Medical Inc., an independent distributor of surgical endoscopy products, and served as its President until the company was acquired in 1996. Mr. Nunes holds a B.A. in broadcast journalism from the University of Massachusetts-Amherst.

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

The purpose of this Compensation Discussion and Analysis is to provide material information about the compensation of our executive officers named below under the caption, “Executive Compensation—2009, 2008, and 2007 Summary Compensation Table,” whom we refer to as our named executive officers. In this section, we provide an analysis and explanation of our executive compensation program and the compensation derived by our named executive officers from this program. All share numbers in this section and the tables that follow reflect our one-for 3.03 reverse split of our common stock effected in February 2008.

EXECUTIVE SUMMARY

This Compensation Discussion and Analysis outlines our executive compensation program. In particular, it explains our compensation philosophy, which is to provide performance-oriented incentives that fairly compensate our executive officers and enable us to attract, retain and motivate executives with outstanding ability and potential. We then discuss the elements of our executive compensation program including base salary, cash bonuses, and long-term equity compensation. This Compensation Discussion and Analysis also provides a summary of the key provisions of our employments agreements with each of our named executive officers, including the change in control arrangements.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation philosophy is to offer our executive officers, including the named executive officers, compensation and benefits that are competitive and that meet our goals of attracting, motivating, and retaining highly skilled management so that we can achieve our financial and strategic objectives to create long-term value for our stockholders. We believe that compensation should be determined within a framework that is intended to reward individual contribution and strong financial performance by our company. Within this overall philosophy, our objectives are to:


	•	offer a total compensation program that takes into consideration competitive market requirements and strategic business needs;

	•	determine total compensation based on our company’s overall financial performance as well as individual contributions; and

	•	align the financial interests of our executive officers with those of our stockholders.

Our board of directors has delegated to its compensation committee the authority to make all final decisions regarding the compensation of our named executive officers, although on occasion the compensation committee has referred recommended actions to the board of directors for final resolution. In making such decisions, the compensation committee considers the various factors described below in this Compensation Discussion and Analysis with respect to particular compensation elements. In addition, the compensation committee considers whether our compensation programs for all employees, including our named executive officers, encourage unnecessary or excessive risk taking. We believe that our compensation programs are balanced and do not encourage unnecessary or excessive risk. We believe we have achieved this by striking an appropriate balance between short-term and long-term

Table of Contents

incentives and by using a variety of key business measurement metrics that promote disciplined progress towards longer-term company goals to assess performance under our compensation program.

When making compensation decisions, the compensation committee also typically considers, but is not required to accept, the recommendations of Dr. Maurice R. Ferré, our President and Chief Executive Officer, regarding the performance and proposed base salary, bonus target and equity awards for our named executive officers, including Dr. Ferré. The compensation committee may also request the assistance of Mr. Fritz L. LaPorte, our Chief Financial Officer, and our human resources department in evaluating the financial, accounting and tax implications of various compensation awards paid to the named executive officers. Neither Mr. LaPorte nor our human resources employees, however, recommend or determine the amounts or types of compensation paid to the named executive officers. Dr. Ferré and certain of our other executive officers may attend compensation committee meetings, as requested by the chairman of the compensation committee and depending on the issues to be discussed by the compensation committee, but none of these executive officers, including Dr. Ferré, attends any portion of the compensation committee meetings during which his compensation is discussed and approved.

The compensation committee historically has not performed competitive reviews of our compensation programs with those of similarly-situated companies, nor have we engaged in formal “benchmarking” of compensation paid to our named executive officers. The compensation committee did not engage in such benchmarking in 2008 or 2009. In the third quarter of 2007, however, the compensation committee retained Radford Surveys and Consulting to conduct a review of the pre-IPO equity ownership levels for senior management at other pre-IPO medical device and biotechnology companies in later stages of financing, and provide an analysis of how the then current equity holdings of our senior management, including each of the then named executive officers, compared to the median of the surveyed companies. As discussed below under “Elements of our Executive Compensation Program—Long-Term Equity Compensation,” the survey showed that the equity holdings of our senior management, including Dr. Ferré, were below the median. As a result, the compensation committee recommended, and the board of directors approved, additional equity grants, primarily in an effort to retain these executives following the completion of our initial public offering, consistent with our objectives. We made these additional equity grants to all of our named executive officers in 2007 with the exception of a grant of stock options to Dr. Ferré which we made effective upon the closing of our initial public offering in February 2008. We made these grants to bring the equity holdings of management in line with the approximate median of the surveyed companies for retention purposes.

Radford Surveys and Consulting used the following survey sources to conduct their analysis: (i) the 2006 Radford Biotechnology Pre-IPO Executive Report, which included thirty pre-IPO biotechnology and pharmaceutical companies with outside investment levels between $40 and $80 million; (ii) the Dow Jones Venture Capital — Compensation Pro Database, which included pre-IPO companies that had classified themselves as a medical device company and were in the “later stage” rounds of financings (generally, any round after the second round of financing); and (iii) the Top 5 Pre-IPO Life Sciences Industry (Medical Device) Survey, which included ten pre-IPO medical device companies that had completed series C rounds of financing. We do not know the component companies that were surveyed by Radford Surveys and Consulting as the companies’ names were not included in the report that Radford provided to the compensation committee.

In analyzing pre-IPO ownership levels, our company was compared to the 50^th percentile of the surveyed companies. While we compared our senior management to the median of the survey results for equity holding purposes, we do not believe it is appropriate to emphasize this target, as it was used for the limited purpose of determining equity holdings as a pre-IPO company and it was not seen as an indication that we intended to “benchmark” the equity holdings of our senior management at the median of a “peer group” of companies. Any such determinations as to whether or not we will “benchmark” in the future will be made by the compensation committee.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

The principal elements of our executive compensation program have been base salary, cash bonus compensation and long-term equity compensation in the form of stock options or shares of restricted stock. We also have provided some named executive officers with limited perquisites and other benefits that the compensation committee believes were reasonable and consistent with the objectives of our executive compensation programs, as discussed below. We made grants of performance-based compensation with respect to 2009 performance under our 2009 Leadership Cash Bonus Plan applicable to all employees in management positions, including the named executive officers, and our 2009 Senior Vice President of Sales and Marketing Bonus Plan applicable to Steven J. Nunes, our Senior Vice

Table of Contents

President of Sales & Marketing, and we made other grants of incentive compensation to certain of our employees, including some of the named executive officers. We discuss the grants more fully below.

As described more fully below, each of these forms of compensation enables the satisfaction of one or more of our compensation objectives: to attract and retain talented key employees, to reward superior individual and company performance and to align executive and stockholder interests. We combine the compensation elements for each executive officer in a manner that the compensation committee believes, in its discretion and judgment, is consistent with the executive’s contributions to our company and our overall goals with respect to executive compensation. We have not adopted any policies with respect to the mix of long-term versus currently-paid compensation, but believe that both elements are necessary for achieving our compensation objectives. Currently-paid compensation provides financial stability for each of our named executive officers and immediate reward for superior company and individual performance, while long-term compensation rewards achievement of strategic long-term objectives and contributes toward overall stockholder value. Similarly, while we have not adopted any policies with respect to the mix of cash versus equity compensation, we believe that it is important to encourage or provide for a meaningful amount of equity ownership by our named executive officers to help align their interests with those of our stockholders, one of our compensation objectives.

Base Salary

We believe that a competitive base salary is an important component of compensation as it provides a degree of financial stability for our executive officers and is critical to recruiting and retaining our executives. Base salary is also designed to recognize the scope of responsibilities placed on each executive officer and reward each executive for his unique leadership skills, management experience and contributions. We make a subjective determination of base salary after considering such factors collectively. Our compensation committee has historically reviewed the base salaries of our named executive officers on a periodic basis, as the facts and circumstances may warrant.

As discussed below under “Employment Agreements,” each of our named executive officers has entered into an employment agreement with us that established an initial base salary for such officer. In April 2009, when Mr. Ivan Delevic, our Senior Vice President Strategic Marketing and Business Development, joined our company, we established his initial base salary at an annual amount of $225,000 pursuant to such an agreement. We determined this salary amount as a result of an arm’s length negotiation with Mr. Delevic over the terms of his employment. The members of our compensation committee believe, based on their collective experience and general awareness of compensation practices, that this salary amount is comparable to salaries offered by our competitors for similar positions.

In February 2009, the compensation committee awarded merit pay increases, reflected in the table below, to each of our named executive officers except for Mr. Delevic, who had not yet joined our company, to reflect the compensation committee’s subjective review of each named executive officer’s overall individual performances.


Name	Previous Salary			New Salary

Maurice R. Ferré, M.D.		$	300,000		$	327,000
Fritz L. LaPorte		$	225,101		$	245,360
Rony A. Abovitz		$	225,101		$	234,105
Steven J. Nunes		$	177,910		$	210,000

Cash Bonuses

We have designed our cash bonus compensation arrangements to reward achievement of strategic and financial goals that support our objective of enhancing stockholder value and to motivate executives to achieve superior performance in their areas of responsibility.

Annually, management presents to our board of directors a proposed operating plan that includes the proposed performance goals and criteria for our company for the upcoming year. Following an opportunity to review the operating plan and provide comments and suggested revisions, the board of directors adopts the operating plan, reserving the right, but not the obligation, to make modifications to the operating plan, and the related MAKO metrics scorecard, described below, throughout the upcoming year if any such modifications are required as a result of new information or changes in the company’s objectives or strategic plan. Following our board of director’s approval of the operating plan, management presents to our compensation committee the proposed leadership cash bonus plan and

Table of Contents

MAKO metrics scorecard for the upcoming year. The leadership cash bonus plan is the plan under which our management level employees, including our named executive officers, are eligible to be compensated in the form of a cash bonus with respect to performance in the upcoming year. The MAKO metrics scorecard is a tool to measure the Company’s overall performance and achievement of specific goals and objectives as set forth in our annual operating plan and is used in connection with determining employee compensation matters under the annual leadership cash bonus plan.

2009 Leadership Cash Bonus Plan

In December 2008, our board of directors reviewed and approved management’s proposed operating plan for 2009, which included the performance goals and criteria for our company for 2009. Management then presented to our compensation committee the proposed 2009 Leadership Cash Bonus Plan and the proposed 2009 MAKO Metrics Scorecard as a tool to measure the Company’s performance against the defined business objectives set forth in the operating plan. After the compensation committee considered the proposals, it made recommendations to management concerning the performance goals and criteria and approved a revised version of the performance goals and criteria. Thereafter, the compensation committee approved the 2009 Leadership Cash Bonus Plan, the 2009 MAKO Metrics Scorecard, and the use of the 2009 MAKO Metrics Scorecard in connection with determining employee compensation matters under the 2009 Leadership Cash Bonus Plan.

The 2009 Leadership Cash Bonus Plan provides that upon our achievement of specified measurable performance goals derived from our 2009 operating plan and set forth in the 2009 MAKO Metrics Scorecard, each management level employee, including our named executive officers, will be paid a cash performance bonus amount. The amount of this bonus will be a percentage of the employee’s base salary based on a percentage of the MAKO Metrics Scorecard Percentage achieved by our company for the year. The 2009 MAKO Metrics Scorecard Percentage represents the weighted percentage of pre-defined goals that we achieved at the end of 2009, as determined by the compensation committee in its discretion. In connection with the determination of the amount of the bonus, there is a minimum and maximum MAKO Metrics Scorecard Percentage that governs any potential award.

Our compensation committee also sets potential bonus amounts for individual participants in the Leadership Cash Bonus Plan as measured by a percentage of base salary. For 2009, our compensation committee set the threshold, minimum and maximum percentages of base salary for our named executive officers at the following levels:


Name	Threshold (%)		Target (%)		Maximum (%)
Maurice R. Ferré, M.D.(1)	—	(2)	50	(2)	50	(2)
Fritz L. LaPorte	20		25		50
Rony A. Abovitz	20		25		50
Ivan Delevic(3)	13.6		17		34
Steven J. Nunes	20		25		50



(1)	Although Dr. Ferré’s employment agreement, prior to the February 2010 amendment discussed below under “Executive Compensation – Employment Agreements,” did not expressly provide for his inclusion in the Leadership Cash Bonus Plan for 2009, the compensation committee treated him as a participant for the purpose of determining whether he achieved specific measurable performance goals for 2009.

(2)	Dr. Ferré’s employment agreement provides for a target cash bonus equal to 50% of his base salary, which may be increased or decreased at the compensation committee’s discretion.

(3)	Our compensation committee prorated the percentage applicable to Mr. Delevic to reflect his partial year of service.

Our compensation committee set these percentages based on management’s proposal and its subjective evaluation of the relative importance of our named executive officers’ positions, the officers’ past and expected future contributions, to the performance of our company, and, in the case of Dr. Ferré, the terms of the executive officer’s employment agreement.

Table of Contents

The performance goals and criteria that the committee chose to govern potential awards under the Leadership Cash Bonus Plan for 2009 relate to the following:


	•	commercial launch of our RIO® Robotic Arm Interactive Orthopedic System, or the RIO, our RESTORIS MCK multicompartmental knee implant system, or RESTORIS MCK, and our lateral knee application;

	•	installations and customer acceptance of RIO units, including the upgrade of Tactile Guidance System (or TGS) units to RIO units, revenue for TGS and RIO units, and target RIO materials cost of goods sold;

	•	number of MAKOplasty® procedures performed, total MAKOplasty revenue, MAKOplasty monthly utilization, and target MAKOplasty materials cost of goods sold;

	•	development of a plan for targeted cost reductions;

	•	achievement of 2009 budget;

	•	implementation of external customer satisfaction surveys with achievement of target results and achievement of target MAKOplasty procedure success rate;

	•	implementation of internal customer satisfaction surveys and achievement of target rapid response on-time delivery goals;

	•	achievement of target quality and reliability indicators relating to the RIO system;

	•	achievement of targets with respect to expanded applications of the RIO system;

	•	achievement of targets with respect to adoption of MAKOplasty related to the submittal of manuscripts to peer-reviewed journals and abstracts to orthopedic conferences, the completion of white papers, patient follow-up, and the economic value of MAKOplasty; and

	•	development and maintenance of a strategic plan.

We established a target metric and stretch metric for each goal. We believed it was more likely than not that we would achieve the target metric and reasonably possible that we would achieve the stretch metric. The determination of whether and to what extent these metrics were achieved during 2009 was made by the compensation committee. The target and stretch metrics for several product and financial related performance goals are set forth below; the specific metrics for our other performance goals involve confidential commercial or financial information, the disclosure of which would provide competitors and other third parties with insights into our confidential planning process and strategic plan, including related development timelines, that we believe would result in competitive harm to our company.


Performance Goal	Target Metric	Stretch Metric

RIO Commercial Launch	February 25, 2009	February 22, 2009
RIO Upgrades	17 by August 31, 2009	17 by June 30, 2009
RIO Revenue	$14,980,000	$16,478,000
RESTORIS MCK Launch	February 25, 2009	February 22, 2009
MAKOplasty Procedure Revenue	$6,867,000	$7,200,000
Total Operating Expenses (excluding depreciation and amortization)	$43,500,000	$42,400,000
Lateral Knee Application Launch	September 30, 2009	August 31, 2009

Following the compensation committee’s review in February 2010 of 2009 performance under the 2009 Leadership Cash Bonus Plan, the committee authorized cash bonus awards of $154,998, $58,150, $55,483, $36,232 and $49,770 to be paid to Dr. Ferré and Messrs. LaPorte, Abovitz, Delevic and Nunes, respectively, following receipt of our 2009 year-end independent audit results confirming the accuracy of the auditable financial operating results contained in the 2009 MAKO Metrics Scorecard. These awards reflected achievement of 94.8% of the weighted metric levels established for 2009. In accordance with the terms of the 2009 Leadership Cash Bonus Plan, the dollar amount of each bonus was calculated as a percentage of the named executive officer’s annual base salary.

Table of Contents

2009 Senior Vice President of Sales & Marketing Bonus Plan

In February 2009, the compensation committee approved the 2009 Senior Vice President of Sales & Marketing Metric Scorecard, or 2009 S&M Metric Scorecard, as a tool to measure Mr. Nunes’ incremental bonus under the 2009 Senior Vice President of Sales & Marketing Bonus Plan, or 2009 S&M Plan. The 2009 S&M Plan was designed to reward Mr. Nunes for achieving the Company’s quarterly and annual sales-related performance goals set forth in the 2009 MAKO Metrics Scorecard. Under the 2009 S&M Plan, Mr. Nunes was eligible to receive a cash and/or equity bonus if a certain minimum threshold was achieved based on a point system derived from weighting the sales-related performance goals. Although Mr. Nunes did not achieve this minimum threshold in 2009 and did not receive an incremental bonus under the 2009 S&M Plan, in February 2010, the compensation committee authorized a cash bonus of $30,000 to Mr. Nunes in recognition of the favorable 2009 sales-related results.

Long-Term Equity Compensation

We grant stock options and restricted stock to our named executive officers, as we believe that such grants further our compensation objectives of aligning the interests of our named executive officers with those of our stockholders, encouraging long-term performance, and providing a simple and easy-to-understand form of equity compensation that promotes executive retention. We view such grants both as incentives for future performance and as compensation for past accomplishments.

We historically have made grants of equity to named executive officers in connection with their initial hire. We continued this practice when Mr. Delevic joined our company in April 2009, granting him an option to purchase 100,000 shares of our common stock. The number of stock options or shares of restricted stock granted to each named executive officer, including Mr. Delevic, in connection with such executive’s initial hire, was determined based upon negotiations with each executive, represented the number necessary to recruit each executive from his then-existing position and reflected the compensation committee’s subjective evaluation of the executive’s experience and potential for future performance. In addition, we have made annual grants and additional discretionary grants, from time to time, as determined by the compensation committee or our board of directors, as applicable, taking into consideration such factors as individual performance and competitive market conditions. The compensation committee determined the timing of any such equity grant based on the achievement by the named executive officer and not any effort to time the grants in coordination with changes in our stock price.

We have used stock options and restricted stock, rather than other forms of long-term incentives, because they create value for the executive only if stockholder value is increased through an increased market price of our common stock. Prior to the completion of our initial public offering in February 2008, all stock option and restricted stock grants were made pursuant to our company’s 2004 Stock Incentive Plan and our board of directors, based on the recommendation of our compensation committee, determined the exercise price based on internal or third-party valuation reports. Since the completion of our initial public offering, all option grants have been approved by the compensation committee and made pursuant to our 2008 Omnibus Incentive Plan, and the exercise price of stock options is based on the fair market value of our common stock on the grant date, which is equal to the closing price of our common stock on that date.

In connection with the compensation committee’s annual review of each named executive officer’s individual performance, the committee approved the grant of 303,000, 80,000, and 55,000 incentive stock options to Dr. Ferré and Messrs. LaPorte and Nunes, respectively, in February 2009 and 80,000 incentive stock options to Mr. Abovitz in April 2009. In April 2009, the compensation committee approved the grant of an additional 25,000 incentive stock options to Mr. Nunes after considering Mr. Nunes’ potential for future retention, responsibilities, contributions to the company’s growth, and the compensation packages offered to recently hired executive officers of the company. All of these options vest ratably on a quarterly basis over a four-year period starting on the date of grant.

In May 2009, the compensation committee undertook a review of Dr. Ferré’s equity-based compensation. In connection with such review, the committee considered Dr. Ferré’s performance, our company’s interest in retaining and motivating Dr. Ferré during challenging economic conditions, and the review undertaken by Radford Surveys and Consulting in the third quarter of 2007 with respect to the pre-IPO equity ownership levels of our senior management as compared to other pre-IPO medical device and biotechnology companies in later stages of financing, as discussed under “Compensation Philosophy and Objectives” above. Following its review, the compensation committee

Table of Contents

recommended, and the board of directors approved, the grant of 100,000 shares of restricted stock to Dr. Ferré, which shares vest ratably on a quarterly basis over a four-year period.

In late 2009, the compensation committee engaged Radford Surveys and Consulting to provide consulting services to the committee with respect to 2010 executive compensation, including an evaluation of the company’s policies with respect to Dr. Ferré’s long-term equity compensation. Radford proposed a long-term equity incentive strategy that will guide Dr. Ferré’s long-term equity compensation through the end of 2014. The proposed strategy included awards to Dr. Ferré in 2010 of 75,000 shares of restricted stock with vesting to occur upon the satisfaction of certain performance targets and completion of a certain period of service and 100,000 non-qualified stock options which vest ratably on a quarterly basis over a four-year period. Following its review of the long-term equity incentive strategy proposed by Radford, the compensation committee approved the 2010 components of the strategy described above in order to retain Dr. Ferré and motivate his performance in an effort to continue to improve stockholder value. The compensation committee will consider the additional components proposed by Radford in subsequent years.

Employee Stock Purchase Plan

We have not adopted any formal employee equity ownership requirements or guidelines. In 2007, we adopted the 2008 Employee Stock Purchase Plan to encourage equity ownership by all of our employees, which became effective immediately upon completion of our initial public offering in February 2008. We offer subscriptions for shares of our common stock pursuant to the plan to eligible employees, including our named executive officers. Our named executive officers may participate in the plan on the same basis as all other eligible participants, who include substantially all of our salaried employees.

Perquisites and Other Benefits

As a general matter, we do not intend to offer perquisites or other benefits to any executive officer, including the named executive officers, with an aggregate value in excess of $10,000, because we believe we can provide better incentives for desired performance with compensation in the forms described above. We recognize that, from time to time, it may be appropriate to provide some perquisites or other benefits in order to attract, motivate and retain our executives, with any such decision to be reviewed and approved by the compensation committee as needed.

In connection with our hiring of Mr. Delevic, we agreed to reimburse him for reasonable relocation expenses up to a total of $128,500, subject to applicable payroll taxes for non-reimbursable items. We agreed to provide this benefit to Mr. Delevic as a result of an arm’s length negotiation with Mr. Delevic over the terms of his employment with our company, to encourage Mr. Delevic to relocate from New Jersey to Fort Lauderdale, Florida and based on the compensation committee’s subjective evaluation of Mr. Delevic’s likely contributions to the future performance of our company and the terms of the relocation packages provided to previously hired executives. To protect us in the event Mr. Delevic’s employment terminates within the first two years of employment, the relocation expense benefit is subject to pro rated recoupment from Mr. Delevic if his employment terminates for any reason, other than by Mr. Delevic for good reason, within such period.

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

Each of our named executive officers has an employment agreement that provides for severance payment arrangements following specified termination events. We have entered into these employment agreements because we believe they are necessary to retain our named executive officers and to obtain their agreement to post-employment restrictions, such as non-competition, non-solicitation and confidentiality, that protect our interests. We negotiated the severance provisions in the employment agreements with each of the named executive officers based on what the compensation committee believed, in its experience, to be a reasonable, but not overly generous, severance package to each executive and necessary to retain the executive. The terms of the employment agreements are discussed below under “Executive Compensation – Employment Agreements.”

In February 2009, the compensation committee approved an amended and restated form of employment agreement for certain of our senior vice presidents because we believed it was necessary to expand the post-employment restrictions to provide greater protection to our company as it expands its business and to align our employment agreements with those utilized by similarly situated public companies. Following the committee’s approval, we entered into amended and restated employment agreements with Messrs. LaPorte and Nunes and an amendment to Dr. Ferré’s existing employment agreement. These amendments broadened the post-employment noncompetition and non-

Table of Contents

solicitation restrictions so that the restrictions apply to any image guided surgical device and/or software used in combination with any surgical robotic device and/or software in the field of orthopedics. Mr. Delevic’s employment agreement contains these expanded noncompetition and non-solicitation restrictions. In consideration for these changes, we also agreed to the following modifications to the employment agreements of Messrs. LaPorte and Nunes:


	•	Accelerated vesting of equity awards that vest based on time upon the occurrence of a change in control of our company or upon termination of employment as a result of death, disability, without cause or for good reason.

	•	Increased severance payments upon termination of employment and the occurrence of a change in control of our company.

	•	Eighteen month period of noncompetition and non-solicitation of employees and customers following termination of employment as a result of a change in control (lengthened from a twelve month period).

Dr. Ferré’s employment agreement already provided for accelerated vesting of equity awards upon a change in control of our company. We had agreed to such accelerated vesting as a result of an arm’s length negotiation with Dr. Ferré over the terms of his agreement. None of the named executive officers would automatically be entitled to severance payments under their employment agreements upon a change in control of our company, unless specific additional events occur, such as a material adverse change in responsibilities.

The compensation committee does not take into account severance packages in determining the amounts of other elements of compensation, such as base salary, cash bonus, stock option grants and restricted stock grants. See “Executive Compensation—Termination and Change in Control Payments” below for a description of the severance and change in control arrangements for our named executive officers.

EFFECT OF ACCOUNTING AND TAX TREATMENT ON COMPENSATION DECISIONS

In the review and establishment of our compensation programs, we consider the anticipated accounting and tax implications to us and our named executive officers. While we consider the applicable accounting and tax treatment, these factors alone are not dispositive, and we also consider the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives.

Section 162(m) of the Internal Revenue Code imposes a limit on the amount of compensation that we may deduct in any one year with respect to covered employees, unless specific and detailed criteria are satisfied. Performance-based compensation, as defined in the Internal Revenue Code, is fully deductible if the programs are approved by stockholders and meet other requirements. In general, we have determined that we will not seek to limit executive compensation so that all of such compensation is deductible under Section 162(m). However, from time to time, we monitor whether it might be in our interests to structure our compensation programs to satisfy the requirements of Section 162(m). We seek to maintain flexibility in compensating our executives in a manner designed to promote our corporate goals and, as a result, our compensation committee has not adopted a policy requiring all compensation to be deductible. Our compensation committee will continue to assess the impact of Section 162(m) on our compensation practices and determine what further action, if any, is appropriate.

Sections 280G and 4999 of the Internal Revenue Code impose an excise tax on certain payments to executives made in connection with a change in control and make such payments non-deductible to the company. The effects of Sections 280G and 4999 generally are unpredictable and can have widely divergent and unexpected effects based on an executive officer’s personal compensation history. To ensure that Dr. Ferré receives the level of benefits that we intend, the compensation committee determined that it would be appropriate to pay the cost of any excise tax imposed under Sections 280G and 4999, in the event such provisions became applicable, plus an amount needed to pay income taxes due on such additional payment. Dr. Ferré’s employment agreement accordingly provides for such a gross-up payment, which the compensation committee believes is consistent with its goal of offering a total compensation program that takes into consideration competitive market requirements.

Table of Contents

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the above Compensation Discussion and Analysis with our management and, based on such review and discussion, has recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.


	MAKO Surgical Corp.
	COMPENSATION COMMITTEE

	Marcelo G. Chao, Chairman
	S. Morry Blumenfeld, Ph.D.
	Christopher C. Dewey

Table of Contents

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid in 2009, 2008, and 2007 to our Chief Executive Officer, our Chief Financial Officer and each of the three other most highly compensated executive officers who were serving as executive officers on December 31, 2009. These five individuals are sometimes referred to collectively as the “named executive officers.”

2009, 2008, and 2007 Summary Compensation Table


Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)			Total ($)
Maurice R. Ferré, M.D.		2009	$	322,859		—	$	870,000	$	1,356,652	$	154,998	$	3,675	(4)	$	2,708,184
President, Chief Executive Officer and Chairman		2008	$	300,000		—		—	$	1,053,759	$	150,000	$	1,010	(4)	$	1,504,769
President, Chief Executive Officer and Chairman		2007	$	299,058		—	$	2,752,492	$	228,851	$	97,500	$	1,149,320	(5)	$	4,527,221

Fritz L. LaPorte		2009	$	243,023		—		—	$	358,192	$	58,150	$	3,542	(4)	$	662,907
Senior Vice President of Finance and Administration, Chief Financial Officer and Treasurer		2008	$	219,499		—		—		—	$	56,275	$	909	(4)	$	276,683
		2007	$	175,686		—		—	$	476,949	$	57,379		—		$	710,014


Ivan Delevic (6)		2009	$	147,714		—		—	$	390,040	$	36,232	$	66,767	(7)	$	640,753
Senior Vice President of Strategic Marketing and Business Development


Steve J. Nunes		2009	$	206,298	$	30,000		—	$	343,767	$	49,770	$	3,315	(4)	$	633,150
Senior Vice President of Sales and Marketing		2008	$	176,748	$	35,000		—	$	—	$	44,478	$	718	(4)	$	256,944
Senior Vice President of Sales and Marketing		2007	$	167,731		—		—	$	238,475	$	46,366		—		$	452,572

Rony A. Abovitz (8)		2009	$	233,066		—		—	$	296,360	$	55,483	$	3,629	(4)	$	588,538
Senior Vice President and Chief Technology Officer		2008	$	219,128		—		—		—	$	56,275	$	758	(4)	$	276,161
Senior Vice President and Chief Technology Officer		2007	$	172,772		—		—	$	678,262	$	56,336	$	26,815	(9)	$	934,185



(1)	Amounts represent discretionary cash bonus payments made to Mr. Nunes in respect of his performance in 2009 and 2008 as determined by the compensation committee. Payments were made in the first quarter of the year following the year in which the bonuses were earned.

(2)	Amounts represent the aggregate grant date fair value of awards granted by the Company during 2009, 2008 and 2007, as computed in accordance with ASC 718, disregarding any estimated forfeitures relating to service-based vesting conditions. For a discussion of the assumptions made in the valuation of these awards, see Note 8 to Financial Statements in our Form 10-K for the year ended December 31, 2009.

(3)	Amounts represent cash bonus payments made to the named executive officer pursuant to our Leadership Cash Bonus Plan. All payments were made in the first quarter of the year following the year in which the bonuses were earned.

(4)	Amounts represent matching contributions under our 401(k) plan.

(5)	On September 5, 2007, our board of directors forgave approximately $1,149,000 of outstanding loans, including accrued interest, that we made to Dr. Ferré.

Table of Contents


(6)	Mr. Delevic joined our company on April 27, 2009.

(7)	Amount represents $30,000 signing bonus and $36,767 of temporary housing and travel expense. As part of our employment agreement with Mr. Delevic, we agreed to cover Mr. Delevic’s costs of temporary housing and personal travel expense during the initial one-year employment period.

(8)	Effective March 29, 2010, Mr. Abovitz transitioned to the non-executive officer position of Chief Visionary Officer and Co-Founder of the Company.

(9)	On September 5, 2007, our board of directors forgave approximately $25,000 of outstanding loans that we made to Mr. Abovitz.

2009 GRANTS OF PLAN-BASED AWARDS

The following table sets forth information with respect to grants of plan-based awards during 2009 to the named executive officers:


											All Other Stock Awards: Number of Shares of Stock (#)(2)		All Other Option Awards: Number of Securities Underlying Options (#)(2)		Exercise or Base Price of Option Awards ($/Sh)(3)			Grant Date Fair Value of Stock and Option Awards($)(4)
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)



Name	Grant Date		Date of Committee Action		Threshold ($)		Target ($)		Maximum ($)
Maurice R. Ferré, M.D.(5)					$	163,500	$	163,500	$	163,500		—		—		—			—
		2/20/09		2/20/09		—		—		—		—		303,000	$	8.06		$	1,356,652
		5/22/09		5/22/09		—		—		—		100,000		—	$	8.70		$	870,000

Fritz L. LaPorte						49,072		61,340		122,680		—		—		—			—
		2/20/09		2/20/09		—		—		—		—		80,000	$	8.06		$	358,192

Ivan Delevic (6)						30,575		38,219		76,438		—		—		—			—
		4/27/09		4/27/09		—		—		—		—		100,000	$	6.90		$	390,040

Steve J. Nunes (1)						42,000		52,500		105,000		—		—		—			—
(7)						50,000		80,000		100,000		—		—		—			—
		2/20/09		2/20/09		—		—		—		—		55,000	$	8.06		$	246,257
		4/27/09		4/27/09		—		—		—		—		25,000	$	6.90		$	97,510

Rony A. Abovitz						46,821		58,526		117,053		—		—		—			—
		5/1/09		4/28/09		—		—		—		—		80,000	$	8.06	(8)	$	296,360




(1)	Represents the threshold, target and maximum amounts that could be earned by each named executive officer pursuant to our 2009 Leadership Cash Bonus Plan.

(2)	Stock and option awards granted to each named executive officer during 2009 vest ratably quarterly over four years.

(3)	Equals the closing price per share of our common stock on the date of grant unless otherwise noted.

(4)	Represents the grant date fair value of the awards calculated in accordance with ASC 718.

(5)	As discussed above in “Compensation and Discussion Analysis-Cash Bonuses,” Dr. Ferré participates in the Leadership Cash Bonus Plan; however, his employment agreement provides for a target cash bonus equal to 50% of his base salary, which may be increased or decreased at the discretion of the compensation committee.

(6)	Mr. Delevic’s threshold, target and maximum amounts were pro-rated at the time the award was granted for the portion of 2009 during which he was employed by us.

(7)	Represents the threshold, target and maximum amounts that could be earned by Mr. Nunes pursuant to the 2009 Senior Vice President of Sales and Marketing Bonus Plan.

(8)	Equals the higher of $8.06 per share or the closing price per share of our common stock on the date of grant.

Table of Contents

EMPLOYMENT AGREEMENTS

On September 18, 2007, we entered into a new employment agreement with Dr. Ferré, which was subsequently amended and restated on November 12, 2007 to permit Dr. Ferré to serve on the board of directors of Z-KAT, Inc., our predecessor company, if approved by a majority of our disinterested directors. The employment agreement expires on December 31, 2010, subject to automatic renewal for successive one-year terms unless either party gives 120 days’ notice of its intention not to renew the agreement. Under the employment agreement, Dr. Ferré is entitled to an initial base salary of $300,000 and an opportunity to earn a performance bonus with a target of 50% of his base salary, which performance bonus may be higher or lower based on the attainment of performance criteria that we establish. For a description of severance arrangements, see “Termination and Change in Control Payments” below. As noted above, in February 2009, we entered into an amendment to Dr. Ferré’s employment agreement that provided for broader post-employment noncompetition and non-solicitation restrictions. In February 2010, we entered into a second amendment to Dr. Ferré’s employment agreement that provides for Dr. Ferré to participate in and be subject to the Company’s leadership cash bonus plan for 2010 and beyond.

We entered into employment agreements, effective January 1, 2005, with each of Messrs. LaPorte and Abovitz and, effective May 15, 2006, with Mr. Nunes. Each of these agreements was amended on February 5, 2007 to expand the bases for termination for cause by our company and, with respect to Messrs. LaPorte and Abovitz, to provide for a term of three years from the effective date of the original agreement. In July 2008, we entered into a second amendment to Mr. Nunes’ employment agreement to incorporate the 2008 Performance Bonus Plan for Mr. Nunes. In April 2009, we entered into an employment agreement with Mr. Delevic for a term of one year and in April 2010, we entered into an amendment to such employment agreement to provide certain clarifications with respect to Mr. Delevic’s relocation benefits. Each of these agreements provides for automatic renewal for successive one-year terms. These employment agreements provided for an initial negotiated base salary of $150,000 for each of Messrs. LaPorte and Abovitz, $160,000 for Mr. Nunes and $225,000 for Mr. Delevic. See “Compensation Discussion and Analysis—Base Salary” above for the base salaries of the named executive officers as of December 31, 2009. Pursuant to these employment agreements, each of Messrs. LaPorte and Abovitz received options for 24,752 and 82,508 shares, respectively, of our common stock upon closing of the Series B redeemable convertible preferred stock financing in July 2005. Pursuant to Mr. Nunes’ employment agreement, he received options to purchase 33,003 shares of our common stock on the effective date of his employment agreement and options to purchase an additional 16,501 shares of our common stock at the end of the 2006 calendar year upon approval of our board of directors. Mr. Delevic received options to purchase 100,000 shares of our common stock pursuant to his employment agreement. As part of our package to recruit Mr. Delevic to relocate to Fort Lauderdale, Florida, we agreed to provide Mr. Delevic with a signing bonus of $30,000 and reimbursement for up to $128,500 of his reasonable relocation expenses, including moving expenses, certain costs related to the purchase of a new home and the costs of travel and temporary housing during the initial twelve-month relocation period. In the event that Mr. Delevic’s employment is terminated for any reason during the first 24 months following his employment, other than by Mr. Delevic for good reason, Mr. Delevic is required to repay a prorated share of the relocation benefit. Each executive is also eligible to participate in various benefits programs that are available to our employees generally. In addition, the employment agreements provided for certain payments to be made to Messrs. LaPorte, Abovitz, Delevic and Nunes upon termination of employment.

As noted above, in February 2009, we entered into amended and restated employment agreements with Messrs. LaPorte and Nunes that provided for broader post-employment noncompetition and non-solicitation restrictions; accelerated vesting of equity awards that vest based on time upon the occurrence of a change in control of our company or upon termination of employment as a result of death, disability, without cause or for good reason; increased severance payments upon termination of employment and the occurrence of a change in control of our company; and longer noncompetition and nonsolicitation periods following termination of employment as a result of a change in control.

For a description of the terms of our named executive officers’ arrangements concerning terminations of employment, including an estimation of the payments to be made, see “Termination and Change in Control Payments” below.

Table of Contents

2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth information with respect to outstanding equity awards of the named executive officers as of December 31, 2009:


											Stock Awards
	Option Awards										Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
	Number of Securities Underlying Unexercised Options (#)						Option Exercise Price ($)		Option Expiration Date
	Number of Securities Underlying Unexercised Options (#)
Name	Exercisable			Unexercisable
Maurice R. Ferré		—			—			—		—		6,446	(1)	$	71,551	(1)
		—			—			—		—		19,338	(2)	$	214,652	(2)
		—			—			—		—		108,292	(3)	$	1,202,041	(3)
		—			—			—		—		87,500	(4)	$	971,250	(4)
		19,824	(5)		15,420	(5)	$	11.12		9/05/2017		—			—
		86,633	(6)		111,386	(6)	$	9.30		2/20/2018		—			—
		56,812	(7)		246,188	(7)	$	8.06		2/20/2019		—			—
Fritz L. LaPorte		69,867	(8)		0	(8)	$	0.67		12/16/2014		—			—
		24,752	(9)		0	(9)	$	1.27		7/18/2015		—			—
		29,561	(10)		3,442	(10)	$	1.27		5/22/2016		—			—
		22,687	(11)		10,316	(11)	$	2.48		3/26/2017		—			—
		33,002	(12)		33,004	(12)	$	11.12		8/24/2017		—			—
		15,000	(13)		65,000	(13)	$	8.06		2/20/2019		—			—
Ivan Delevic		12,500	(14)		87,500	(14)	$	6.90		4/27/2019		—			—
Steve J. Nunes		29,561	(15)		3,442	(15)	$	1.27		5/15/2016		—			—
		11,343	(16)		5,158	(16)	$	2.48		3/26/2017		—			—
		16,500	(17)		16,503	(17)	$	11.12		8/24/2017		—			—
		10,312	(18)		44,688	(18)	$	8.06		2/20/2019		—			—
		3,125	(19)		21,875	(19)	$	6.90		4/27/2019		—			—
Rony A. Abovitz		45,375	(20)		0	(20)	$	1.27		7/18/2015		—			—
		36,952	(21)		4,302	(21)	$	1.27		5/22/2016		—			—
		28,359	(22)		12,895	(22)	$	2.48		3/26/2017		—			—
		47,572	(23)		47,576	(23)	$	11.12		8/24/2017		—			—
		10,000	(24)		70,000	(24)	$	8.06		5/1/2019		—			—



(1)	The vesting of the shares subject to this restricted stock award is as follows: (i) 20,627 shares vested on May 22, 2006; and (ii) 61,881 shares vest ratably monthly over a 48 month period through May 22, 2010.

(2)	The vesting of the shares subject to this restricted stock award is as follows: (i) 20,627 shares vested on March 26, 2007; and (ii) 61,881 shares vest ratably monthly over a 48 month period through March 26, 2011.

(3)	The grant of 247,524 shares of restricted stock vest ratably on a quarterly basis though August 24, 2011.

(4)	The grant of 100,000 shares of restricted stock vest ratably on a quarterly basis though May 22, 2013.

(5)	The vesting of this stock option is as follows: (i) it vested with respect to 2,202 shares on December 5, 2007; and (ii) it vests with respect to 33,042 shares ratably quarterly over the remaining period through September 5, 2011.

(6)	The vesting of this stock option is as follows: (i) it vested with respect to 12,376 shares on May 20, 2008; and (ii) it vests with respect to 185,643 shares ratably quarterly over the remaining period through February 20, 2012.

(7)	The vesting of this stock option is as follows: (i) it vested with respect to 18,937 shares on May 20, 2009; and (ii) it vests with respect to 284,063 shares ratably quarterly over the remaining period through February 20, 2013.

(8)	This option vested with respect to all 69,867 shares on December 16, 2004.

(9)	The vesting of this stock option is as follows: (i) it vested with respect to 6,188 shares on July 18, 2006; and (ii) it vested with respect to 18,564 shares ratably monthly over a 36 month period through July 18, 2009.

Table of Contents


(10)	The vesting of this stock option is as follows: (i) it vested with respect to 8,251 shares on May 22, 2007; and (ii) it vests with respect to 24,752 shares ratably monthly over a 36 month period through May 22, 2010.

(11)	The vesting of this stock option is as follows: (i) it vested with respect to 8,251 shares vested on March 26, 2008; and (ii) it vests with respect to 24,752 shares ratably monthly over a 36 month period through March 26, 2011.

(12)	The vesting of this stock option is as follows: (i) it vests with respect to 33,003 shares ratably quarterly over four years beginning on August 24, 2007; and (ii) it vests with respect to 33,003 shares ratably quarterly over four years beginning on February 20, 2008 subject to a satisfactory 2007 performance evaluation, which was achieved.

(13)	The vesting of this stock option is as follows: (i) it vested with respect to 5,000 shares on May 20, 2009; and (ii) it vests with respect to 75,000 shares ratably quarterly over the remaining period through February 20, 2013.

(14)	The vesting of this stock option is as follows: (i) it vested with respect to 6,250 shares on July 27, 2009; and (ii) it vests with respect to 93,750 shares ratably quarterly over the remaining period through April 27, 2013.

(15)	The vesting of this stock option is as follows: (i) it vested with respect to 8,251 shares on May 15, 2007; and (ii) it vests with respect to 24,752 shares ratably monthly over a 36 month period through May 15, 2010.

(16)	The vesting of this stock option is as follows: (i) it vested with respect to 4,125 shares vested on March 26, 2008; and (ii) it vests with respect to 12,376 shares ratably monthly over a 36 month period through March 26, 2011.

(17)	The vesting of this stock option is as follows: (i) it vests with respect to 16,502 shares ratably quarterly over four years beginning on August 24, 2007; and (ii) it vests with respect to 16,501 shares ratably quarterly over four years beginning on February 20, 2008 subject to a satisfactory 2007 performance evaluation, which was achieved.

(18)	The vesting of this stock option is as follows: (i) it vested with respect to 3,437 shares on May 20, 2009; and (ii) it vests with respect to 51,563 shares ratably quarterly over the remaining period through February 20, 2013.

(19)	The vesting of this stock option is as follows: (i) it vested with respect to 1,562 shares on July 27, 2009; and (ii) it vests with respect to 23,438 shares ratably quarterly over the remaining period through April 27, 2013.

(20)	The vesting of this stock option is as follows: (i) it vested with respect to 20,627 shares on July 18, 2006; and (ii) it vested with respect to 61,881 shares ratably monthly over a 36 month period through July 18, 2009. As of December 31, 2009, Mr. Abovitz had exercised this option with respect to 37,133 shares.

(21)	The vesting of this stock option is as follows: (i) it vested with respect to 10,313 shares on May 22, 2007; and (ii) it vests with respect to 30,941 shares ratably monthly over a 36 month period through May 22, 2010.

(22)	The vesting of this stock option is as follows: (i) it vested with respect to 10,313 shares on March 26, 2008; and (ii) it vests with respect to 30,941 shares ratably monthly over a 36 month period through March 26, 2011.

(23)	The vesting of this stock option is as follows: (i) it vests with respect to 47,574 shares ratably quarterly over four years beginning on August 24, 2007; and (ii) it vests with respect to 47,574 shares ratably quarterly over four years beginning on February 20, 2008 subject to a satisfactory 2007 performance evaluation, which was achieved.

(24)	The vesting of this stock option is as follows: (i) it vested with respect to 5,000 shares on August 1, 2009; and (ii) it vests with respect to 75,000 shares ratably quarterly over the remaining period through May 1, 2013.

Table of Contents

2009 OPTION EXERCISES AND STOCK VESTED

The following table sets forth information with respect to options exercised and stock vested during 2009:


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Maurice R. Ferré, M.D.		—		—		145,110	$	1,238,570
Fritz L. LaPorte		—		—		—		—
Ivan Delevic		—		—		—		—
Steve J. Nunes		—		—		—		—
Rony A. Abovitz		87,000	$	756,064		—		—



(1)	Value realized is the amount by which the market value of our common stock on the date of exercise exceeds the exercise price, multiplied by the number of shares for which the option was exercised.
(2)	Value realized on vesting is determined by multiplying the number of vested shares by the price of our common stock on the vesting date. This amount is not intended to represent the value, if any, that is actually realized by the individual.

TERMINATION AND CHANGE IN CONTROL PAYMENTS

Dr. Ferré

The employment agreement for Dr. Ferré provides for the payment of severance benefits if Dr. Ferré is terminated without “cause” or if Dr. Ferré resigns for “good reason.” Upon such a termination, Dr. Ferré will be entitled to receive all accrued but unpaid compensation, reimbursement of any outstanding reasonable business expenses, and one times the sum of (i) Dr. Ferré’s annual salary and (ii) the average of the two highest cash bonuses received by him during the preceding three completed fiscal years in a lump sum payment; provided that if the termination occurs in anticipation of a change in control of our company or within two years thereafter, the applicable multiplier will be two instead of one, and he will be entitled to accelerated vesting of equity awards that vest based on the passage of time, a payment of a prorated bonus for the year of termination, and, assuming attainment of target performance goals, accelerated vesting of all equity awards that vest based on the attainment of performance goals at the greater of target levels or actual performance at the date of termination. Dr. Ferré is also entitled to a gross-up payment to the extent any payments payable to him in connection with a change in control become subject to an excise tax pursuant to sections 4999 and 280G of the Internal Revenue Code. In addition, all equity awards that vest based on the passage of time vest in the event of a termination of employment due to death or disability.

Under Dr. Ferré’s employment agreement, “good reason” includes any of the following, in each case to the extent not corrected by us following thirty days’ notice from Dr. Ferré:


	Ÿ	the assignment of duties materially inconsistent with Dr. Ferré’s position and status or a materially adverse change in the nature of Dr. Ferré’s duties, responsibilities and authorities from those described in his agreement;

	Ÿ	a material reduction in Dr. Ferré’s annual salary or the setting of his annual target incentive opportunity in amounts materially less than those specified in his agreement;

	Ÿ	relocation of Dr. Ferré’s principal work location more than twenty-five miles from our current headquarters;

	Ÿ	failure to elect or reelect Dr. Ferré to our board of directors or his removal from the board other than for cause;

	Ÿ	our failure to obtain an agreement from any successor to us to assume the agreement; or

	Ÿ	any other failure by us to perform any material obligation or provision of the agreement.

Table of Contents

Under Dr. Ferré’s employment agreement, “cause” includes any of the following, provided that Dr. Ferré has been provided a copy of the resolution adopted by at least three-quarters of the independent members of our board of directors at a meeting of the board (after reasonable notice to the executive and an opportunity for Dr. Ferré, together with his counsel, to be heard before the board) finding that he was guilty of the specified conduct:


	Ÿ	conviction for commission of a felony or a crime involving moral turpitude;

	Ÿ	willful commission of any act of theft, fraud, embezzlement or misappropriation against us; or

	Ÿ	willful and continued failure to perform duties, which failure is not remedied within thirty days after we provide notice.

Messrs. LaPorte, Abovitz, Delevic and Nunes

The employment agreements in effect for Messrs. LaPorte, Abovitz, Delevic and Nunes as of December 31, 2009 provide for the payment of severance benefits to the executive if we terminate the executive’s employment without “cause” or if the executive resigns for “good reason.” Upon such a termination, the executive will be entitled to receive all accrued but unpaid compensation, reimbursement of any outstanding reasonable business expenses and the additional benefits detailed below:


	Termination by Company Without Cause or by Employee for Good Reason
Named Executive Officer	Severance Payment (termination unrelated to change in control)	Severance Payment (termination related to change in control)	Payment Method of Severance Payment	Continuation of Health Benefits	Accelerated Vesting of Equity Awards that Vest Based on the Passage of Time
Fritz L. LaPorte	9 months of annual base salary	18 months of annual base salary (1)	Lump sum	9 months	Yes
Rony A. Abovitz (2)	9 months of annual base salary	9 months of annual base salary	Monthly	9 months	No
Ivan Delevic	6 months of annual base salary	6 months of annual base salary	Monthly	6 months	No
Steven Nunes	9 months of annual base salary	18 months of annual base salary (1)	Lump sum	9 months	Yes



(1)	The named executive officer will be entitled to this severance payment in the event he is terminated without cause or resigns for good reason in anticipation of a change of control or within nine months after a change in control.

(2)	Effective March 29, 2010, the company entered into an amended and restated employment agreement with Mr. Abovitz pursuant to which the portion of severance determined on the basis of nine months’ base salary and nine months’ health benefits is now determined on the basis of twelve months’ base salary and nine months’ health benefits.


	Under these employment agreements, “good reason” includes:

	Ÿ	a material adverse change of the executive’s job responsibilities;

	Ÿ	a breach by us with respect to our compensation obligations under the employment agreement, which has not been cured within thirty days after the executive provides written notice or our notice of non-renewal;

	Ÿ	a decrease in executive’s base salary not equally applied (on a percentage basis) to all employees subject to an employment agreement with us; or

	Ÿ	relocation of our headquarters to a location more than 100 miles from the location at the time the employment agreement was first executed.

Under the employment agreements in effect as of December 31, 2009, we have the right to terminate Messrs. LaPorte, Abovitz, Delevic, and Nunes for cause if such termination is approved by not less than two-thirds of our board of directors, provided the executive is given at least five days’ advance notice of such meeting and is given the opportunity to speak at such meeting. Following the amendment and restatement of Mr. Abovitz’s employment agreement in March 2010, we have the right to immediately terminate Mr. Abovitz for cause as determined by our Chief Executive Officer in his sole discretion. If we terminate the employment of any of these executives for cause or if the executive terminates his employment without good reason, the executive will be entitled to receive only accrued

Table of Contents

but unpaid compensation and reimbursement of any outstanding reasonable business expenses. Termination for cause may include termination as a result of any act or failure to act on the part of the executive that constitutes:


	Ÿ	the willful, knowing or grossly negligent failure or refusal of the executive to perform his duties under the employment agreement or to follow the reasonable directions of the Chief Executive Officer which has continued for thirty days following written notice of such failure or refusal from the board;

	Ÿ	a breach by the executive of any fiduciary duty to us or any of our subsidiaries for which the executive is required to perform services under the employment agreement;

	Ÿ	material and willful misfeasance or malfeasance by the executive in connection with the performance of his duties under the employment agreement;

	Ÿ	the executive’s commission of an act which is a fraud or embezzlement;

	Ÿ	the conviction of the executive for, or a plea of guilty or nolo contendere, to a criminal act that is a felony;

	Ÿ	a material breach or default by the executive of any provision of the employment agreement that has continued for thirty days following notice of breach or default from the board;

	Ÿ	the executive’s willful and material breach or violation of any law, rule or regulation (other than traffic violations or similar offenses);

	Ÿ	abuse of drugs or alcohol to our detriment; or

	Ÿ	not maintaining his primary residence in the South Florida region.

Following the amendment and restatement of the employment agreements for Messrs. LaPorte and Nunes described above under “Compensation Discussion and Analysis – Employment Agreement and Change in Control Arrangements,” the agreements for Messrs. LaPorte and Nunes also provide for the accelerated vesting of equity awards that vest based on time upon the occurrence of a change in control of our company or upon termination of employment as a result of death or disability, or, as described above, upon an involuntary termination of employment without cause or a voluntary termination for good reason. Following the amendment and restatement of Mr. Abovitz’s employment agreement described above, his agreement also provides for the accelerated vesting of equity awards that vest based on time upon the occurrence of a change in control of our company.

Each employment agreement includes customary non-competition and non-solicitation restrictions applicable to the executive for a period of twelve months after the termination of the executive’s employment (eighteen months if the termination is in connection with a change in control of our company for Messrs. LaPorte and Nunes), as well as customary confidentiality provisions. In addition, each of these employment agreements provides that all confidential information that the executive has access to, uses or creates during his employment and all intellectual property resulting from work done by him on our behalf is our property.

Acceleration of Equity

Pursuant to the terms of restricted stock and option award agreements we have entered into with our named executive officers, generally, with the one exception described below, no additional shares of common stock subject to any outstanding restricted stock and option awards will vest after termination of or by the executive for any reason. The terms of such restricted stock and option award agreements also provide that: (a) if the executive is terminated for cause, the executive will forfeit all rights to his options and the option will expire immediately; (b) for all terminations, other than for cause, death or disability, options expire on the ninetieth day after the termination date; and (c) upon death or disability, options expire twelve months after the date of death or the date of termination resulting from disability. In March 2010, in connection with the amendment and restatement of Mr. Abovitz’s employment agreement, the compensation committee approved an option award agreement for Mr. Abovitz which provides for the continued vesting of the related option following a termination of Mr. Abovitz without cause or by Mr. Abovitz for good reason.

Under the terms of our 2004 Stock Incentive Plan and our 2008 Omnibus Incentive Plan, in the event of a change in control, if the successor entity does not assume, continue or substitute for outstanding options and restricted stock, all outstanding shares of our restricted common stock will vest, and either (i) all options will become immediately exercisable or (ii) our board of directors could elect to cancel any outstanding grants of options or restricted stock and pay an amount in cash or securities. These plans define a change in control as the dissolution or liquidation of our

Table of Contents

company; a merger, consolidation or reorganization of our company in which our company is not the surviving entity; a sale of substantially all of our assets; or any transaction that results in any person (other than certain related persons) owning 50% or more of the combined voting power of all classes of our common stock.

As described above, pursuant to the terms of our employment agreements with Dr. Ferré and Messrs. LaPorte and Nunes that were in place as of December 31, 2009, in the event of a change in control or a termination of employment as a result of death, disability, without cause or for good reason, any unvested equity awards that vest on the passage of time would vest. A “change in control” of our company is defined under these employment agreements to mean any of the following:


	Ÿ	A transaction that results in any person (other than certain related persons) acquiring beneficial ownership of more than 50% of the voting power of the total combined voting power of our outstanding securities.

	Ÿ	A change in the majority of our directors over a two year period involving directors whose election or nomination for election by our stockholders has not been approved by a supermajority of the incumbent board.

	Ÿ	Our completion of an acquisition, merger, consolidation, reorganization, business combination or disposition of assets meeting specified criteria.

	Ÿ	The approval by our stockholders of a liquidation or dissolution of our company and the satisfaction or waiver of all material contingencies to such liquidation or dissolution.

Assuming a December 31, 2009 termination event, under the arrangements then in place, the aggregate severance and change in control benefits and payments to the named executive officers were estimated to be as follows:


				Change in Control
Named Executive Officer	Termination by Company Without Cause or by Employee For Good Reason			Assuming No Termination			Assuming Termination by Company Without Cause or by Employee For Good Reason			Death or Disability
Maurice R. Ferré, M.D.	$	4,077,796	(1)	$	3,408,400	(2)	$	5,401,913	(3)	$	3,572,696	(4)
Fritz L. LaPorte	$	571,366	(5)	$	320,302	(2)	$	755,386	(6)	$	384,381	(7)
Ivan Delevic	$	154,931	(8)		—		$	154,931	(8)	$	42,431	(9)
Steve J. Nunes	$	516,387	(10)	$	305,991	(2)	$	673,887	(11)	$	357,845	(12)
Rony A. Abovitz	$	240,360	(13)		—		$	240,360	(13)	$	61,682	(14)



(1)	Represents a severance payment of $656,998, which equals the sum of Dr. Ferré’s base salary, as of December 31, 2009, a prorated cash bonus Dr. Ferré is entitled to with respect to his performance in 2009 as of December 31, 2009 of $154,998 and $175,000 which represents the average of the largest two cash bonuses received by Dr. Ferré for performance in 2009, 2008, and 2007, plus $12,398 associated with the continuation of healthcare coverage for Dr. Ferré and his family for one year plus $3,408,400 associated with the accelerated vesting of Dr. Ferré’s equity awards.

(2)	Represents accelerated vesting of the named executive officer’s equity awards upon a change in control of our company.

(3)	Represents a payment of $1,158,998, which equals the sum of two times Dr. Ferré’s base salary, as of December 31, 2009, $154,998 prorated cash bonus Dr. Ferré is entitled to with respect to his performance in 2009 as of December 31, 2009 and $350,000 which represents two times the average of the largest two cash bonuses received by Dr. Ferré for performance in 2009, 2008, and 2007, plus $12,398 associated with the continuation of healthcare coverage for Dr. Ferré and his family for one year plus $3,408,400 associated with the accelerated vesting of Dr. Ferré’s equity awards plus a gross-up payment of $822,117 as a result of these benefits to Dr. Ferré being subject to an excise tax pursuant to sections 4999 and 280G of the Internal Revenue Code. Dr. Ferré would have been entitled to these benefits, in lieu of a severance payment, if he had been terminated without cause as of December 31, 2009 in anticipation of a change in control of our company or within two years thereafter.

Table of Contents


	In determining the amount of the excise tax gross-up included in the table above, we made the following material assumptions: a section 4999 excise tax rate of 20%, a 35% federal income tax rate, and a 1.45% Medicare tax rate. We also assumed that no value will be attributed to reasonable compensation under any non-competition agreement. At the time of any change in control, a value may be so attributed, which would result in a reduction of amounts subject to the excise tax.

(4)	Represents a prorated cash bonus Dr. Ferré is entitled to with respect to his performance in 2009 as of December 31, 2009 of $154,998 plus $9,298 associated with the continuation of healthcare coverage for Dr. Ferré and his family for nine months plus $3,408,400 associated with the accelerated vesting of Dr. Ferré’s equity awards.

(5)	Represents a severance payment of $242,170, which equals nine months of Mr. LaPorte’s base salary as of December 31, 2009, and a prorated cash bonus Mr. LaPorte is entitled to with respect to his performance in 2009 as of December 31, 2009 of $58,150, plus $8,894 associated with the continuation of healthcare coverage for Mr. LaPorte and his family for a period of nine months plus $320,302 associated with the accelerated vesting of Mr. LaPorte’s equity awards.

(6)	Represents a payment of $426,190, which equals eighteen months of Mr. LaPorte’s base salary as of December 31, 2009, and a prorated cash bonus Mr. LaPorte is entitled to with respect to his performance in 2009 as of December 31, 2009 of $58,150, plus $8,894 associated with the continuation of healthcare coverage for Mr. LaPorte and his family for nine months plus $320,302 associated with the accelerated vesting of Mr. LaPorte’s equity awards.

(7)	Represents a prorated cash bonus Mr. LaPorte is entitled to with respect to his performance in 2009 as of December 31, 2009 of $58,150 plus $5,929 associated with the continuation of healthcare coverage for Mr. LaPorte and his family for a period of six months plus $320,302 associated with the accelerated vesting of Mr. LaPorte’s equity awards.

(8)	Represents a severance payment of $148,732, which is the continuation of base salary, as of December 31, 2009, for a period of six months and a prorated cash bonus Mr. Delevic is entitled to with respect to his performance in 2009 as of December 31, 2009 of $36,232, plus $6,199 associated with the continuation of healthcare coverage for Mr. Delevic and his family for a period of six months. No additional severance payments would be payable upon or in connection with a change in control under the agreement in effect on December 31, 2009.

(9)	Represents a prorated cash bonus Mr. Delevic is entitled to with respect to his performance in 2009 as of December 31, 2009 of $36,232, plus $6,199 associated with the continuation of healthcare coverage for Mr. Delevic and his family for a period of six months.

(10)	Represents a severance payment of $207,270, which equals nine months of Mr. Nunes’ base salary as of December 31, 2009, and a prorated cash bonus Mr. Nunes is entitled to with respect to his performance in 2009 as of December 31, 2009 of $49,770, plus $3,126 associated with the continuation of healthcare coverage for Mr. Nunes and his family for a period of nine months plus $305,991 associated with the accelerated vesting of Mr. Nunes’s equity awards.

(11)	Represents a payment of $364,770, which equals eighteen months of Mr. Nunes’ base salary as of December 31, 2009, and a prorated cash bonus Mr. Nunes is entitled to with respect to his performance in 2009 as of December 31, 2009 of $49,770, plus $3,126 associated with the continuation of healthcare coverage for Mr. Nunes and his family for nine months plus $305,991 associated with the accelerated vesting of Mr. Nunes’ equity awards.

(12)	Represents a prorated cash bonus Mr. Nunes is entitled to with respect to his performance in 2009 as of December 31, 2009 of $49,770 plus $2,084 associated with the continuation of healthcare coverage for Mr. Nunes and his family for a period of six months plus $305,991 associated with the accelerated vesting of Mr. Nunes’ equity awards.

(13)	Represents a severance payment of $231,062, which is the continuation of base salary, as of December 31, 2009, for nine months and a prorated cash bonus Mr. Abovitz is entitled to with respect to his performance in 2009 as of December 31, 2009 of $55,483, plus $9,298 associated with the continuation of healthcare coverage for Mr. Abovitz and his family for a period of nine months. No additional severance payments would be payable upon or in connection with a change in control under the agreement in effect on December 31, 2009.

(14)	Represents a prorated cash bonus Mr. Abovitz is entitled to with respect to his performance in 2009 as of December 31, 2009 of $55,483 plus $6,199 associated with the continuation of healthcare coverage for Mr. Abovitz and his family for a period of six months.

Table of Contents

AUDIT COMMITTEE REPORT

Our audit committee is composed of three “independent” directors, as determined in accordance with Rule 5605(a)(2) of The NASDAQ Stock Market’s regulations and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. The audit committee operates pursuant to a written charter adopted by our board of directors, a copy of which is available on the Investor Relations page of our website atwww.makosurgical.com.

As described more fully in its charter, the purpose of our audit committee is to assist the board of directors with its oversight responsibilities regarding the integrity of our company’s financial statements, our compliance with legal and regulatory requirements, and assessing the independent registered public accounting firm’s qualifications, independence and performance. Management is responsible for preparation, presentation and integrity of our financial statements as well as our financial reporting process, accounting policies, internal accounting controls and disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The audit committee’s responsibility is to monitor and oversee these processes. The following is the audit committee’s report submitted to our board of directors for 2009.

The audit committee has:


	Ÿ	reviewed and discussed our audited financial statements with management and Ernst & Young LLP, our independent registered public accounting firm;

	Ÿ	discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended and adopted by the Public Company Accounting Oversight Board, or PCAOB, in Rule 3200T; and

	Ÿ	received from Ernst & Young LLP the written disclosures and the letter regarding their communications with the audit committee concerning independence as required by the applicable requirements of the PCAOB and discussed with Ernst & Young LLP the auditors’ independence from our company and management.

In addition, the audit committee has met separately with management and with Ernst & Young LLP.

Based on the review and discussions referred to above, our audit committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.


	AUDIT COMMITTEE

	William D. Pruitt, Chairman
	Marcelo G. Chao
	Charles W. Federico

The foregoing audit committee report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 and shall not otherwise be deemed filed under these acts, except to the extent we specifically incorporate it by reference into such filings.

Table of Contents

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2010, and our board of directors has directed management to submit the appointment of Ernst & Young LLP for ratification by the stockholders at the annual meeting.

Ernst & Young LLP has audited our financial statements since our inception in 2004. Representatives of Ernst & Young LLP will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to questions from stockholders.

Stockholder ratification of Ernst & Young LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. Our board of directors is seeking such ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm, our audit committee will consider whether to retain that firm for 2010.

A majority of the shares present in person or by proxy and entitled to vote at the annual meeting is required for ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010.

Our board of directors recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010. Shares of common stock represented by executed, but unmarked, proxies will be voted “FOR” such ratification.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our auditors for the year ended December 31, 2009 were Ernst & Young LLP. We expect that Ernst & Young LLP will serve as our auditors for fiscal year 2010.


	2009		2008
Audit fees(1)	$	644,000	$	385,500
Audit-related fees(2)		—		50,000
Tax fees		—		—
All other fees(3)		1,500		1,500
Total fees	$	645,500	$	437,000



(1)	Represents fees for our integrated audit in 2009 and financial statement audit in 2008 and reviews of our interim financial statements. Included in the audit fees for 2009 are fees totaling $62,000 incurred in connection with our equity financing which closed on August 19, 2009. Included in the audit fees for 2008 are fees totaling $38,000 incurred in connection with our equity financing which closed on October 31, 2008.

(2)	Represents fees incurred in connection with providing consultation services in connection with the Company’s reporting on internal control over financial reporting as of December 31, 2008 in anticipation of an audit of the Company’s internal control over financial reporting in 2009.

(3)	Represents subscription fees for the EY Online web-based research service.

PRE-APPROVAL POLICIES AND PROCEDURES

The audit committee has established a pre-approval policy that provides for the pre-approval of audit, audit-related, tax and other services specifically described by the committee on an annual basis. Unless a type of service is pre-approved under the policy, it will require separate pre-approval by the committee if it is to be provided by our independent registered public accounting firm. The policy authorizes the committee to delegate to one or more of its members pre-approval authority with respect to permitted services. Mr. Pruitt, our audit committee chairman, has the delegated authority to pre-approve such services up to a specified aggregate fee amount. These pre-approval decisions are presented to the full audit committee at its next scheduled meeting.

Table of Contents

All audit and other fees for services set forth in the table above were pre-approved by our audit committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Pursuant to the rules of the SEC, services that deliver our communications to stockholders that hold their stock through a bank, broker or other holder of record may deliver to multiple stockholders sharing the same address a single copy of our annual report to stockholders and this proxy statement. Upon oral or written request, we will promptly deliver a separate copy of the annual report to stockholders or this proxy statement to any stockholder at a shared address to which a single copy of the document was delivered. Stockholders sharing an address may also request delivery of a single copy of the annual report or proxy statement if they are currently receiving multiple copies of such documents. Stockholders may notify us of their requests by calling or writing to Menashe R. Frank, Senior Vice President, General Counsel and Secretary, MAKO Surgical Corp., 2555 Davie Road, Ft. Lauderdale, Florida 33317, telephone number: (954) 927-2044.

OTHER MATTERS

Our board of directors knows of no other matters to be presented at the annual meeting other than those mentioned in this proxy statement. If any other matters are properly brought before the annual meeting, it is intended that the proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.


	By Order of the Board of Directors,
	MAKO Surgical Corp.

	Menashe R. Frank
	Secretary

Fort Lauderdale, Florida
April 28, 2010

We will furnish to any stockholder, without charge, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. You may obtain a copy of the Form 10-K by writing to Menashe R. Frank, Senior Vice President, General Counsel and Secretary, MAKO Surgical Corp., 2555 Davie Road, Ft. Lauderdale, Florida 33317 or on our website at www.makosurgical.com.

Table of Contents

(MAKO SURGICAL CORP. LOGO)

MAKO SURGICAL CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
17 BATTERY PLACE, 8TH FLOOR
NEW YORK, NY 10004

VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 9, 2010. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by MAKO Surgical Corp. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 9, 2010. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	M23717-P94368	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

MAKO SURGICAL CORP.

For
All

Withhold
All

For All
Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends that you vote “FOR“ all of the listed director nominees:

Vote on Directors

Election of Directors

Nominees:

01) Christopher C. Dewey

02) John J. Savarese, M.D.

The Board of Directors recommends you vote FOR the following proposal:

Vote on Proposal

For

Against

Abstain

Proposal to ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2010.

NOTE: The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Stockholder(s).If no direction is made, this proxy will be voted FOR all listed director nominees and FOR Item 2. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion.

For address changes and/or comments, please check this box and write them on the back where indicated.

Please indicate if you plan to attend this meeting.

Yes

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Meeting, Proxy Statement and our 2009 Annual Report to Stockholders are available atwww.proxyvote.com.

M23718-P94368

MAKO SURGICAL CORP.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

2010 ANNUAL MEETING OF STOCKHOLDERS
June 10, 2010

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSAL 2.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

The stockholder(s) hereby appoint(s) Menashe R. Frank and Fritz L. LaPorte, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of MAKO Surgical Corp. that the stockholder(s) is/are entitled to vote at the 2010 Annual Meeting of Stockholders to be held at 10:00 a.m., Eastern Time, on June 10, 2010, at the company’s headquarters, 2555 Davie Road, Ft. Lauderdale, Florida 33317, and any adjournment or postponement thereof.


	Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

Mako Surgical Inactive DEF 14ADefinitive proxy