DEF 14A of AtriCure, Inc., Apr 3, 2024

DEF 14A of AtriCure, Inc.

Filed Apr 3, 2024 · FY20230001323885-24-000055

Open on EDGAR

  1. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS

  2. The Board of Directors

    The Board of Directors Our Amended and Restated Certificate of Incorporation provides that each director shall be elected at each annual meeting of stockholders for a term of one year. Our Amended and Restated Certificate of Incorporation also provides that our Board of Directors may elect directors to fill vacancies or newly created directorships from time to time. Our Board currently consists of the following nine directors: Michael H. Carrel, Regina E. Groves, B. Kristine Johnson, Shlomo Nachman, Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, Robert S. White and Maggie Yuen, each of whose terms expire at this meeting.

  3. Director Nominees

    Director Nominees The Nominating and Corporate Governance Committee recommended, and the Board nominated, the following people, all of whom are current directors, for re-election as directors: Michael H. Carrel, Regina E. Groves, B. Kristine Johnson, Shlomo Nachman, Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, Robert S. White and Maggie Yuen. If elected, these nominees will hold office as directors until our 2025 Annual Meeting and until their respective successors are elected and qualified or until their earlier death, resignation or removal.

  4. Director Nominees

    | | | | | Committee Membership(1) | | | | | | Name | Age | Director Since | Independent | Audit | Compensation | Compliance, Quality, and Risk | Nominating and Corporate Governance | Strategy | | Michael H. Carrel | 53 | 2012 | No | | | | | | | Regina E. Groves | 65 | 2017 | Yes | X* | | C | | X | | B. Kristine Johnson | 72 | 2017 | Yes | | X | | | X | | Shlomo Nachman | 62 | 2024 | Yes | | | X | | X | | Karen N. Prange | 60 | 2019 | Yes | | C | | X | | | Deborah H. Telman | 59 | 2021 | Yes | | X | | X | | | Sven A. Wehrwein | 73 | 2016 | Yes | C* | | X | | | | Robert S. White | 62 | 2013 | Yes | | | X | C | C | | Maggie Yuen | 52 | 2021 | Yes | X* | | | | |

  5. Director Nominees

    C = Chair * = Board designated "audit committee financial expert" under SEC rules. (1)As reported in Form 8-K/A Amendment No. 1 filed on February 27, 2024, AtriCure reported that effective February 22, 2024, the Board elected Mr. Nachman to serve as a member of each of the Board's Strategy Committee and the Compliance, Quality and Risk Committee. Mr. Nachman was elected to the Board effective January 4, 2024. Effective as of the date of the Annual Meeting: (i) Mr. White shall replace Ms. Johnson as Chair of the Board; (ii) Ms. Telman will replace Mr. White as Chair of the Nominating and Corporate Governance Committee; (iii) Ms. Johnson shall replace Mr. White as Chair of the Strategy Committee; and (iv) Mr. White shall no longer be a member of the Compliance, Quality and Risk Committee.

  6. Biographical Information of Directors and Director Nominees

    Biographical Information of Directors and Director Nominees Biographical information about each of our directors and director nominees is set forth below. Information is provided as of the Record Date of March 18, 2024. The primary experience, qualifications, attributes and skills of each director nominee that led to the conclusion that such nominee should serve as a member of the Board of Directors are also described below. Michael H. Carrel. Mr. Carrel has been President, Chief Executive Officer and director since November 2012. Since joining AtriCure, Mr. Carrel has fostered a patient-first company mission by focusing on the three core areas: innovation, clinical science and education. This strategic approach has led AtriCure to significantly invest in the development of a pipeline of novel products and groundbreaking clinical trials for the treatment of atrial fibrillation (Afib), left atrial appendage management and pain management, and continue to expand its market presence globally. These investments have driven significant growth in AtriCure's revenue from $82 million in 2013 to $399 million in 2023 and allowed us to help over 100,000 patients worldwide in 2023 and one million to date. Further, market cap has increased from $115 million to approximately $1.7 billion at December 31, 2023 under his leadership. In addition, during Mr. Carrel's tenure, AtriCure has acquired three companies, Estech, nContact, and SentreHEART, adding leading ablation and appendage management technologies to further AtriCure’s market position worldwide. His career includes successful leadership in global organizations in healthcare and technology industries. Before joining AtriCure, Mr. Carrel was President and Chief Executive Officer of Vital Images, Inc., a publicly-traded medical imaging software company which was acquired by Toshiba Medical Systems Corporation. Prior to Vital Images, Mr. Carrel was President and CEO of Zamba Corporation, a publicly-traded technology company, and Chief Financial Officer of NextNet Wireless, Inc., which also had successful acquisition exits. Mr. Carrel is Board Chair of Axonics, Inc., a publicly traded company and global leader in medical devices for incontinence therapies that recently announced an agreement to be acquired by Boston Scientific. Mr. Carrel has served on the Board of Axonics since 2019. Mr. Carrel is also the Chair of Big Brothers Big Sisters of America and has served on the Board since 2021, and he has served on the Board of Medical Device Manufacturers Association (MDMA) since 2017. Mr. Carrel holds a B.S. in Accounting from Pennsylvania State University and an M.B.A. from The Wharton School at the University of Pennsylvania. Mr. Carrel has significant experience in positions advising and overseeing strategic development and management of rapid growth. His extensive understanding of our business, operations and strategy, as well as the medical device industry and competitive landscape qualify him to serve on our Board of Directors. Regina E. Groves. Ms. Groves has served as one of our directors since March 2017. Ms. Groves currently serves as a member of the Board of Directors of Fulgent Genetics, Inc., a publicly traded company providing technology-based therapeutic development and clinical diagnostics and three privately-held life science companies. Most recently, Ms. Groves held multiple leadership roles at Stimwave, LLC. Ms. Groves served as a director from July 2019 to December 2022, the Chief Financial Officer from September 2019 to December 2020 and Chief Operating Officer from November 2019 to December 2020. Before her roles at Stimwave, LLC, Ms. Groves served as the Chief Executive Officer at REVA Medical, Inc. from 2015 to 2019, a formerly publicly-traded medical device company focused on the development and commercialization of bioresorbable polymer technologies for vascular applications. Prior to joining REVA Medical, she held multiple positions at Medtronic, Inc a leading global medical technology company from 2002 to 2015. As Vice President and General Manager of AF Solutions, Cardiac Rhythm and Heart Failure division, she successfully developed and executed strategies to re-enter the catheter-based Afib ablation market and achieved the goal to be market leader in paroxysmal, or intermittent, Afib ablation. Additionally, Ms. Groves successfully acquired and integrated companies, completed numerous clinical trials and launched novel products in the United States and worldwide. Prior to this, she was the Vice President of Quality and Regulatory for Medtronic’s Cardiac Rhythm Disease Management (CRDM) business from 2006 to 2008 and before that was Vice President and General Manager for Patient Management CRDM at Medtronic from 2002 to 2006. Ms. Groves holds a B.S. in Pharmacy from the University of Florida and an M.B.A. from Harvard Graduate School of Business Administration. As a seasoned executive in the medical device industry, Ms. Groves has significant leadership experience and diverse business skill set with a global perspective. Her background includes management of rapid growth, financial turnaround, acquisition integration and significant and complex events with reputational impact (including FDA). She is an expert in enterprise risk assessment and mitigation and possesses functional experience in strategy, finance, sales, Afib, manufacturing operations and marketing matters which the Board considers as valuable skills for evaluating and improving the Company’s competitive position as well as supporting the functions of the Board’s various committees. Ms. Groves holds a CERT Certificate in Cybersecurity Oversight and qualifies as an “audit committee financial expert” under SEC rules. B. Kristine Johnson. Ms. Johnson has served as one of our directors since March 2017. Ms. Johnson was most recently President and Managing General Partner of Affinity Capital Management, a venture capital firm that has invested primarily in seed and early-stage health care companies in the United States, from 2000 to 2023. Prior to joining Affinity Capital Management, Ms. Johnson was Chief Administrative Officer of Medtronic, Inc. During her seventeen years at Medtronic, she also served as President and General Manager of its Vascular business and President and General Manager of its Tachyarrhythmia Management business. She currently serves as a director for two other publicly traded med-tech companies: ClearPoint Neuro, Inc., formerly MRI Interventions, and Paragon28, Inc. She previously served as a director and Chair of the Board for the University of Minnesota Foundation Investment Advisors and lead director on the Board of Directors of Piper Jaffray (now Piper Sandler), a publicly-held middle market investment bank and asset management firm. Her previous public board experience also includes service on the Boards of Directors of ViewRay, Inc.; Spectranetics, Inc.; ADC Telecommunications, Inc. and Pentair, Inc. In 2018, Ms. Johnson was a National Association of Corporate Directors (NACD) Directorship 100 Honoree. Ms. Johnson received her B.A. from St. Olaf College. Ms. Johnson has extensive experience in both the health care industry and the venture capital business, with the medical device industry being one of the primary areas of focus. Her deep ties to the health care and venture capital industries, as well as the significant experience she has from other public company boards, provide the Board with valuable insights and knowledge, particularly in matters related to mergers and acquisitions, executive compensation, corporate governance and medical technology.

  7. Biographical Information of Directors and Director Nominees

    Shlomo Nachman. Mr. Nachman has served as one of our directors since January 2024. Mr. Nachman has held multiple senior operating roles at Johnson & Johnson, and was most recently the Company Group Chairman of Cardiovascular and Specialty Solutions and Vision Groups within Johnson & Johnson's Medical Devices business from 2013 through 2023. He was a member of the Johnson & Johnson Medical Devices Group Operating Committee and led a diverse portfolio of six medical device businesses, including Electrophysiology; Neurovascular Intervention; Ear, Nose & Throat; Breast Aesthetics; Optometry and Ophthalmology. Prior to that, Mr. Nachman served in various roles with increased scope and responsibilities, including Worldwide President of Biosense Webster and Cordis. Mr. Nachman is currently on the board of several private medical device companies, as well as the Arnold and Mable Beckman Foundation, a foundation focused on supporting research in chemistry and life sciences. Mr. Nachman received his Bachelor's Degree in Management and Economics from Technion - Israel Institute of Technology. Mr. Nachman has over 25 years of experience in the medical device industry and deep knowledge of many related business aspects including research and development, operations, and reinventing commercial models. This experience in operational roles, including strategic planning and market development, are beneficial to the management team and the Board. Karen N. Prange. Ms. Prange has served as one of our directors since December 2019. Ms. Prange is an Industrial Advisor at EQT Group, a global investment organization, and currently serves on the boards of Nevro Corp. and Embecta Corp., publicly-traded medical device and technology companies and WSAudiology, a privately-owned manufacturer of hearing aids. Ms. Prange was most recently Executive Vice President and Chief Executive Officer for the Global Animal Health, Medical and Dental Surgical Group at Henry Schein, Inc. and a member of its Executive Committee from 2016 to 2018. In this role, she led a business that generated over $6 billion of revenue across three different business units, growing the business to above-market levels in all business segments. Prior to her role at Henry Schein, she was Senior Vice President of Boston Scientific and President of its Urology and Pelvic Health business and served as General Manager of the Micrus Endovascular and Codman Neurovascular business at Johnson & Johnson Company. She previously served as on the Board of Directors of ViewRay, Inc. and Cantel Medical Corp. which was acquired by Steris Corp. Ms. Prange earned her B.S. in Business Administration with honors from the University of Florida and has completed executive education coursework at UCLA Anderson School of Business and Smith College. Ms. Prange has public medical device board service and leadership experience in commercial and operational roles in healthcare companies. Ms. Prange's experience in managing innovation pipelines and acquiring and integrating companies, as well as extensive global business, strategic and innovation, risk management, ESG and regulatory compliance, are beneficial to the management team and the Board. Deborah H. Telman. Ms. Telman has served as one of our directors since June 2021. Ms. Telman has spent over 20 years in senior executive roles at global companies. She is Executive Vice President, Corporate Affairs and General Counsel for Gilead Sciences, Inc., a leading biopharmaceutical company. Ms. Telman is responsible for Gilead’s legal and corporate affairs function, which includes government and policy, and public affairs, and she additionally serves as the Corporate Secretary of Gilead. Prior to Gilead, Ms. Telman was Executive Vice President and General Counsel for Organon & Co., a global healthcare company formed in March 2021 through a spin off from Merck to focus on improving the health of women throughout their lives. Ms. Telman helped lead the separation work that created a standalone company serving more than 140 markets with more than 60 medicines and products across a range of therapeutic areas. Before Organon, Ms. Telman was General Counsel at Sorrento Therapeutics from 2018 to 2020, where she was responsible for mergers and acquisitions, licensing, governance, finance, human resources, regulatory compliance and legal functions. Previously, she spent four years at Johnson Controls International plc as Vice President and General Counsel - Building Solutions, North America, and prior to that she held executive roles at Abbott Laboratories and The Boeing Company, and was a partner at Winston and Strawn LLP. Ms. Telman received her B.A. in Mathematics from the University of Pennsylvania and J.D. from Boston University School of Law. Ms. Telman's extensive experience in legal affairs, mergers, acquisitions and divestitures, environmental, health and safety, human capital management, regulatory compliance and governance roles within healthcare companies are beneficial to the management team and the Board. Sven A. Wehrwein. Mr. Wehrwein has served as one of our directors since November 2016. Mr. Wehrwein has been an independent financial consultant to emerging companies since 1999. With more than three decades in accounting and finance, Mr. Wehrwein has experience as a certified public accountant (inactive), investment banker to emerging-growth companies, chief financial officer and audit committee and board chair. Mr. Wehrwein currently serves as a member of the Board of Directors of Proto Labs, Inc., a custom prototype manufacturer and SPS Commerce, Inc., a supply-chain management software company, both of which are publicly-traded companies. Mr. Wehrwein has also previously served on the boards of directors for a number of other medical device and high growth companies including tenures on the boards of Cogentix Medical, Inc., Compellent Technologies, Inc., Synovis Life Technologies, Inc., and Vital Images. Mr. Wehrwein holds a B.S. in Business from Loyola University of Chicago and an M.S. in Management from the Sloan School, MIT. Given his experiences in investment banking and in financial leadership positions, Mr. Wehrwein’s capabilities in financial understanding, strategic planning, corporate governance, mergers and acquisitions, and auditing expertise qualify him to serve on our Board of Directors. As Chair of the Audit Committee, Mr. Wehrwein also keeps the Board informed of current audit issues and collaborates with our independent auditors and senior management team. Mr. Wehrwein qualifies as an “audit committee financial expert” under SEC rules.

  8. Biographical Information of Directors and Director Nominees

    Robert S. White. Mr. White has served as one of our directors since March 2013. Mr. White is an Operating Partner of EW Healthcare Partners since May 2018. Previously, Mr. White served as President and Chief Executive Officer of Entellus Medical, Inc., a publicly-traded company that delivered innovative, high quality, minimally-invasive therapeutic solutions to healthcare providers and their patients who suffer from sinusitis. Entellus was acquired by Stryker Corporation in February 2018. Prior to joining Entellus, Mr. White served as President and CEO of TYRX, a privately-held company acquired by Medtronic, Inc. TYRX commercialized innovative, implantable combination drug and device products focused on infection control. Prior to joining TYRX, Mr. White held several senior leadership positions with Medtronic, Inc., including President of Medtronic Kyphon following its $3.9 billion acquisition of the spinal treatment business; President of Physio Control; and was responsible for commercial operations of the Cardiac Rhythm Disease Management business as Vice President of U.S. Sales and Global Marketing. Earlier in his career, Mr. White held positions with General Electric Company and Eli Lilly and Company, among others. Mr. White currently serves on the Board of Directors of BioTissue Holdings Inc., a privately-held company, which pioneered the development and clinical application of human birth tissue-based products. Mr. White also currently serves on the Board of Directors of Vital Connect, a privately-held company that develops and markets wearable biosensor technology for wireless patient monitoring, Cardiac Dimensions, a privately-held company that develops and markets treatment modalities to address heart failure and related cardiovascular conditions, and Melodi Health, a privately-held company focused on infection control. Mr. White has served on the Board of Directors of multiple bio-medical/medical device companies, including Cardiva Medical (acquired by Haemonetics Corp. in February 2021), HyperBranch Medical Technology (acquired by Stryker Corporation in October 2018), Novadaq (acquired by Stryker Corporation in June 2018), and Entellus Medical (acquired by Stryker Corporation in December 2017). Mr. White holds a B.S. in Aerospace Engineering from the University of Missouri-Rolla and an M.B.A. from Cornell University. Mr. White’s significant knowledge of the medical device industry, business development initiatives, regulatory compliance, corporate governance and experience in growing companies and significant mergers and acquisitions experience uniquely benefit AtriCure. Maggie Yuen. Ms. Yuen has served as one of our directors since June 2021. Ms. Yuen has served as Chief Financial Officer at Penumbra, Inc., a global healthcare company focused on innovative therapies, since December 2019 and is a seasoned executive with more than 20 years of experience within the manufacturing, medical devices and life science industries. Over the course of her career, she has developed financial and operational expertise at both multibillion-dollar public companies and entrepreneurial start-up ventures. Prior to her service with Penumbra, she was Vice President of Finance and Divisional Chief Financial Officer for the Genetic Science Division for Thermo Fisher Scientific Inc. from 2016 to 2019 and was Chief Financial Officer at Mirion Technologies from 2014 to 2016. She has also held various roles at Boston Scientific, GLU Mobile, Lifescan Inc., Picker International, Rockwell Automation and Eaton Corporation. Ms. Yuen received her B.A.Sc. in Accounting, Master of Accountancy and MBA from Case Western Reserve University. Ms. Yuen's significant experience in finance, manufacturing and the medical device industry benefit AtriCure's Board and management. Ms. Yuen's experience qualifies her as an “audit committee financial expert” under SEC rules. THE BOARD RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.

  9. CORPORATE GOVERNANCE AND BOARD MATTERS

    CORPORATE GOVERNANCE AND BOARD MATTERS

  10. Board Leadership Structure

    Board Leadership Structure The Company has separate Chief Executive Officer and Board Chair positions. Ms. Johnson serves as our Board Chair, presiding over Board meetings and providing the Company with the benefit of her appreciation for and understanding of the risks associated with the Company's business, as well as an intimate knowledge of the Company’s technologies and the medical device industry. Mr. Carrel serves as our President and Chief Executive Officer and provides the Company with the benefit of his strategic and creative vision, an extensive knowledge of the Company’s operations, an understanding of the day-to-day challenges faced by companies in the medical device industry and his business and financial know-how. Effective as of the date of the Annual Meeting Mr. White shall replace Ms. Johnson as Chair of the Board. The Board currently believes that, at this time, based on the skills and responsibilities of the various members of the Board and management, and in light of the general economic, business and competitive environment facing the Company, the separation of the Chair and Chief Executive Officer roles enhances appropriate oversight of management by the Board, Board independence, the accountability to our stockholders by the Board and our overall leadership structure. Furthermore, the Board believes that maintaining separation of the Chair function from that of the Chief Executive Officer allows the Chief Executive Officer to properly focus on managing the business, rather than requiring a significant portion of his efforts to be spent on also overseeing Board matters.

  11. Board Refreshment and Diversity

    Board Refreshment and Diversity The Nominating and Corporate Governance Committee continues to consider the views of institutional investors and proxy advisory firms as it evaluates the composition of the Board. When Mr. Carrel joined the Company as Chief Executive Officer in 2012, the Company began examining board membership. A formal refreshment initiative began in 2016, recognizing that six members had served on the Board for ten or more years. The Nominating and Corporate Governance Committee continues to use the Board and Committee evaluation processes to address the Board refreshment initiative and considers diversity a priority. The National Association of Corporate Directors (NACD) recognized us as the winner of the 2022 Diversity, Equity & Inclusion Award in the Small Cap - Public Company category. This award recognizes boards that have improved their governance and created long-term value for stakeholders by implementing forward-thinking diversity, equity, and inclusion (DE&I) practices. We believe that the diversity of our Board of Directors helps to set the “tone at the top” for our DE&I initiatives.

  12. Consideration of Director Nominees

    Consideration of Director Nominees Stockholder Nominations and Recommendations. As described above in the Question and Answer section under “What is the deadline to propose actions for consideration at next year’s meeting of stockholders or to nominate individuals to serve as directors?” our Bylaws set forth the procedure for the proper submission of stockholder nominations for membership on our Board. In addition, the Nominating and Corporate Governance Committee may consider properly submitted stockholder recommendations (as opposed to formal nominations) for candidates for membership on the Board. A stockholder may make such a recommendation by submitting the information required by our Bylaws and the following information to our Secretary at 7555 Innovation Way, Mason, Ohio 45040: the candidate’s name, age, home and business contact information, principal occupation or employment, the class and number of shares of AtriCure stock beneficially owned, information regarding any relationships, arrangements or understandings between the candidate and AtriCure and any other information relating to the candidate that is required to be disclosed in the solicitation of proxies for election of directors or is otherwise required, including the candidate’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected. Director Qualifications. Members of our Board should have the highest professional and personal ethics and values and conduct themselves consistent with our Code of Conduct. In accordance with our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee formally reviews each director’s continuation on the Board at the expiration of the director’s term. The Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have qualifications that will increase overall Board effectiveness and (iv) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members. Identifying and Evaluating Director Nominees. New candidates for nomination may come to the attention of our Board through professional search firms, stockholders, existing directors, our executive officers or other persons. The Nominating and Corporate Governance Committee will carefully review the qualifications of any candidates who have been properly brought to its attention. Such review may, in the Committee’s discretion, include a review solely of information provided to the Committee or may also include discussions with persons familiar with the candidate, an interview with the candidate or other actions that the Committee deems proper. The Committee will consider the suitability of each candidate, including the current members of our Board, in light of the current size and composition of the Board. In evaluating the qualifications of the candidates, the Committee considers many factors including issues of character, judgment, independence, age, expertise, diversity of experience, length of service, other commitments and the like. The Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors nor does the Committee have a formal policy with respect to diversity. Candidates properly recommended by stockholders are evaluated by the independent directors using the same criteria as other candidates.

  13. Director Compensation

    Director Compensation The Compensation Committee engages an independent compensation consultant to conduct a competitive pay assessment with respect to the compensation of the Company’s non-employee directors every two to three years. Each non-employee director receives retainers for service as follows:

  14. Director Compensation

    | Director Compensation | | | | Annual Cash Retainer | | $50,000 | | Additional Cash Retainer to Chair of the Board | | 50,000 | | Annual Stock Retainer(1) | | 150,000 | | Committee | Chair Retainer(2) | Membership Retainer | | Audit | $20,000 | $10,000 | | Compensation | 15,000 | 7,500 | | Compliance, Quality and Risk | 15,000 | 7,500 | | Nominating and Corporate Governance | 10,000 | 5,000 | | Strategy | 10,000 | 7,500 |

  15. Director Compensation

    (1)Reflects restricted stock granted on the date of the annual meeting of stockholders, with the number of shares determined by dividing the annual retainer by closing stock price on the annual meeting date. The annual grant vests in full on the one-year anniversary of the grant date. Beginning in 2024, the annual stock retainer increased to $175,000. (2)Includes committee membership retainer. Upon appointment to the Board, non-employee directors are granted approximately $175,000 of restricted stock, valued on the date of grant and vesting annually over a three-year period in lieu of the annual stock retainer. All Board members elected at a subsequent annual meeting of stockholders are granted the Annual Stock Retainer.

  16. Director Compensation Table

    Director Compensation Table The following table summarizes compensation earned by our non-employee directors for the year ended December 31, 2023.

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Regina E. Groves | $82,500 | $149,965 | $232,465 | | B. Kristine Johnson | 115,000 | 149,965 | 264,965 | | Shlomo Nachman(2) | — | — | — | | Karen N. Prange | 70,000 | 149,965 | 219,965 | | Deborah H. Telman | 62,500 | 149,965 | 212,465 | | Sven A. Wehrwein | 77,500 | 149,965 | 227,465 | | Robert S. White | 75,508 | 149,965 | 225,473 | | Maggie Yuen | 60,000 | 149,965 | 209,965 |

  18. Director Compensation Table

    (1)Amounts in the stock awards column represent the aggregate grant date fair value of restricted stock awards computed, as of each award date, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (ASC 718). No stock options were granted during 2023. (2)Elected to Board effective January 4, 2024.

  19. 2023 Executive Compensation Highlights

    | Pay Element | 2023 Action | | Base Salary | Approved annual base salary increases ranging from 0% to 6% of 2022 base salary. | | Annual Incentive Plan | Established performance metrics based on achievement of operational, financial and strategic goals, with significant weight (60%) given to annual revenue growth. | | Equity Incentive Plan | Granted long-term incentive compensation opportunities in the form of restricted stock awards and performance share awards. The mix of equity grants for NEOs (other than the CEO) is 50% long-term performance share awards (at target) and 50% time-based restricted stock. The mix of equity grants for the CEO is 70% long-term performance share awards (at target) and 30% time-based restricted stock. Performance share awards granted in 2023 have two weighted performance targets: revenue compound annual growth rate and relative total shareholder return. |

  20. Compensation Philosophy and Objectives

    | What AtriCure Does Not Do | | | | x | Provide excise tax gross-up payments | The Company has not entered into any new contractual agreements that include excise tax gross-up payments. | | x | Reprice options | The Company has never repriced or otherwise reduced the per-share exercise price of any outstanding stock options. Repricing of stock options is not permitted under our equity plans without first obtaining approval from the stockholders of the Company. The Company and the Compensation Committee will not reprice underwater options without the consent of the Company’s stockholders. | | x | Allow pledging or hedging of shares | The Company’s insider trading policy prohibits directors and executive officers from entering into hedging transactions with respect to the Company’s securities and from holding the Company’s securities in margin accounts or otherwise pledging such securities as collateral for loans. No directors or executive officers have in place any pledges or hedging transactions. | | x | Provide special perquisites to executives | The Company does not provide executives with programs that are not made available to all Company employees, except in extremely limited circumstances. | | x | No executive retirement plans | We do not offer pension arrangements or retirement plans or arrangements to our NEOs that are different from or in addition to those offered to our employees. |

  21. Executive Compensation Program and Process

    Executive Compensation Program and Process Role of the Compensation Committee The Compensation Committee oversees and administers our executive compensation policies and plans. The Compensation Committee makes determinations and reports to the Board regarding general recommendations on compensation policies and plans for employees, setting salaries and incentive compensation and approving equity incentive awards for executives. In determining executive compensation, we evaluate a variety of factors relating to the Company’s performance as a whole during the year, including financial performance, product development and regulatory and clinical progress. We also review market data and the individual performance of all key executives. Our management team supports and makes recommendations to the Compensation Committee in fulfilling its responsibilities and gathers information and performs administrative tasks delegated to it by the Compensation Committee. The Compensation Committee performs the same analysis in connection with determining the compensation of Mr. Carrel, our President and Chief Executive Officer, as it does in determining the compensation of other executive officers. We believe that Mr. Carrel’s compensation is fair, competitive and consistent with the Company’s corporate results and compensation philosophy. Compensation Consultants The Compensation Committee has the authority to engage the services of outside advisors as necessary to meet its responsibilities. Annually, the Compensation Committee engages the outside service advisors to reevaluate the criteria used to identify and evaluate peer companies. For 2023 compensation decisions, the Compensation Committee engaged WTW as an independent compensation consultant to conduct a competitive pay assessment with respect to the compensation of the Company’s executive officers. Before the Compensation Committee engaged WTW, it considered the factors identified in NASDAQ Listing Rule 5650(d)(3)(D) in connection with its determination that WTW is independent. As part of the executive competitive pay assessment, WTW conducted a review of our peer group based on industry, revenue, business life cycle and other pertinent criteria to verify current peers and identify new peers. To validate current peers and identify potential new peer companies, WTW conducted a screen using both objective and qualitative criteria. The screen addressed the following: (i) company type; (ii) industry classification; (iii) company size (revenue) and (iv) financial and organization characteristics. The Compensation Committee reviewed, discussed and approved the peer group. There were no changes to the peer group for 2023 compensation. The evaluation of 2023 compensation consisted of the following companies:

  22. Executive Compensation Program and Process

    WTW’s review of executive compensation covered base salary, target short-term incentives, total target cash compensation, long-term incentives and total target direct compensation. Based on WTW’s review and analysis, peer group benchmarking, NEO performance and input, as well as other factors, the Compensation Committee implemented the compensation adjustments described in this Compensation Discussion and Analysis section and the other compensation related discussion included in this proxy statement. In addition to peer compensation data, we review life sciences and general industry survey data for assessing pay competitiveness relative to market for the CEO, CFO and COO, while the remaining NEOs compensation is based solely on survey data. Market data is used as a reference point for understanding the external market for these positions. The goal in using market data is to strike a balance between external competitiveness and internal equity and to align pay to the Company’s compensation philosophy. Elements of Executive Compensation Compensation to our executive officers generally consists of the following elements:

  23. Executive Compensation Program and Process

    | Element | Philosophy Objective | Form | Type | Performance Criteria | | Base Salary | To attract, motivate and retain talented executives | Cash | Fixed | Continued service | | Annual incentive bonus | To compensate executives based upon the value of their individual and collective contributions to achieving corporate goals and objectives | Cash | Variable | Pre-established performance metrics based on achievement of operational, financial and strategic goals | | Equity incentive awards | To align the interests of our executives with those of our stockholders who intend to stay invested over a multi-year period | Restricted stock awards Performance share awards | Variable | The realizable value of restricted stock awards is linked to the Company’s stock price after the grant date. Performance share awards are not earned unless specific levels of Company performance are achieved. Vesting periods are three years. |

  24. Executive Compensation Program and Process

    2. Annual Incentive Plan. We pay annual incentives to management which vary in size depending on the level of achievement of specific operational, financial and strategic goals considered by the Board to be critical in building long-term value for stockholders. Annual incentives earned during 2023 were paid in cash. In future years, annual incentives may be paid in cash, through equity awards or through a combination of both. For executive officers, annual incentive targets and objectives are designed to advance key strategic initiatives and build stockholder value and, therefore, primarily relate to the achievement of company-wide revenue and functional goals. We believe that company-wide goals help to foster effective cross-functional performance and a culture of collaboration. Annual objectives and targets are developed with guidance from management and approved by the Compensation Committee. Levels of performance are measured and communicated by management to the Compensation Committee and Board of Directors on a regular basis. The Compensation Committee set target objectives that the Committee deemed challenging to attain. The determination of the annual incentive targets was based on financial and functional measures. The Compensation Committee used revenue growth and gross margin to measure financial performance because it believed these metrics were highly linked to creating both short and long-term value to stockholders. The Compensation Committee also used functional objectives, or "pillar objectives", related to innovation, clinical science, education, and people, because it understands these objectives were directly linked to creating long-term value for stockholders. The Compensation Committee applied purposeful business judgment in setting the objectives, maximum, target, threshold and weight of performance objectives, with the goal of including a mix of objectives that range from attainable to very difficult. For the named executive officers, the base salary and target annual incentive were determined in accordance with the Company’s executive compensation philosophy and objectives described above, and as part of the Chief Executive Officer’s annual compensation and performance review. Performance between goals is linearly interpolated. The Compensation Committee approved a 2023 incentive program that would have enabled these executive officers to earn the target and maximum incentives set forth below as a percentage of their base salaries.

  25. Executive Compensation Program and Process

    | Objectives | Maximum | Target | Threshold for Entry | Actual Results | Weight | Achievement | AIP Contribution | | Payout Range | 200% | 100% | 50% | | | | | | Worldwide Revenue Growth | 26.0% | 18.0% | 14.0% | 20.8% | 60.0% | 135.6% | 81.3% | | Worldwide Gross Margin | 75.4% | 75.0% | 74.6% | 75.2% | 10.0% | 150.0% | 15.0% | | Pillar & People Objectives(1) | 12 goals | 8 goals | 5 goals | 10 goals | 30.0% | 150.0% | 45.0% |

  26. Executive Compensation Program and Process

    | Executive Officer | Grant Date | Long term Incentive Value(1) Target ($) | Grant Date Fair Market Value of Stock or Option(2) Awards ($) | | Michael H. Carrel | | | | | PSAs | 3/1/2023 | $4,165,000 | $4,953,477 | | RSAs | 3/1/2023 | 1,785,000 | 1,784,988 | | Angela L. Wirick | | | | | PSAs | 3/1/2023 | 950,000 | 1,129,829 | | RSAs | 3/1/2023 | 950,000 | 949,991 | | Douglas J. Seith | | | | | PSAs | 3/1/2023 | 1,050,000 | 1,248,730 | | RSAs | 3/1/2023 | 1,050,000 | 1,049,966 | | Karl S. Dahlquist | | | | | PSAs | 3/1/2023 | 625,000 | 743,320 | | RSAs | 3/1/2023 | 625,000 | 624,996 | | Salvatore Privitera | | | | | PSAs | 3/1/2023 | 625,000 | 743,320 | | RSAs | 3/1/2023 | 625,000 | 624,996 |

  27. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary compensation information for 2023, 2022 and 2021 for our Chief Executive Officer, Chief Financial Officer and each of our three other most highly compensated executive officers who were serving in such capacities as of December 31, 2023.

  28. Summary Compensation Table

    | | | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Position | Year | ($) | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | Michael H. Carrel | 2023 | $804,310 | $6,738,465 | $— | $1,193,314 | $13,200 | $8,749,289 | | President and Chief | 2022 | 795,478 | 6,722,916 | — | 816,374 | 12,200 | 8,346,968 | | Executive Officer | 2021 | 766,320 | 5,594,896 | — | 1,149,480 | 24,378(5) | 7,535,074 | | Angela L. Wirick | 2023 | 447,383 | 2,079,820 | — | 382,904 | 11,250 | 2,921,357 | | Chief Financial Officer | 2022 | 420,516 | 1,560,452 | — | 237,859 | 10,250 | 2,229,077 | | | 2021 | 391,417 | 1,260,650 | — | 294,525 | 8,700 | 1,955,292 | | Douglas J. Seith | 2023 | 535,023 | 2,298,696 | — | 645,723 | 20,400(6) | 3,499,842 | | Chief Operating Officer | 2022 | 519,439 | 2,100,582 | — | 450,332 | 19,400(6) | 3,089,753 | | | 2021 | 505,114 | 2,054,042 | — | 646,132 | 15,900(6) | 3,221,188 | | Karl S. Dahlquist (7) | 2023 | 417,570 | 1,368,316 | — | 326,098 | 18,723(8) | 2,130,707 | | Chief Legal Officer | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Salvatore Privitera (7) | 2023 | 418,658 | 1,368,316 | — | 326,947 | 13,200 | 2,127,121 | | Chief Technical Officer | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — |

  29. Summary Compensation Table

    (1)Amounts in the stock awards column represent the aggregate grant date fair value of restricted stock (RSA) and performance share awards (PSA) (valued assuming target performance) granted pursuant to the 2014 Stock Incentive Plan. The aggregate grant date fair value of the awards is calculated by the number of shares of Common Stock underlying the RSAs and PSAs (at target) by the estimated fair value in accordance FASB ASC Topic 718. The fair value of the restricted stock awards and performance share awards with the revenue CAGR performance condition are measured based on the market value of the Company's stock on the date of grant of the awards. The fair value of performance share awards with the TSR market condition is estimated on the grant date using a Monte Carlo simulation. The aggregate fair value of PSAs granted in 2021 assume achievement at target performance level, the maximum achievement allowed based on the modification and reflect the modified fair value as discussed in the 2022 Proxy Statement under the heading "Modification of Performance Share Awards". Restricted stock awards and performance share awards for 2022 performance were granted in 2023 and so these awards are reflected in 2023 compensation. Restricted stock awards for 2021 performance were granted in 2022 and so these awards are reflected in 2022 compensation. Restricted stock and option awards for 2020 performance were granted in 2021 and so these awards are reflected in 2021 compensation. The aggregate fair value of PSA awards granted in 2023 for 2022 performance assume achievement at target performance levels was as follows:

  30. Summary Compensation Table

    | Executive Officer | Granted in 2023 | | Michael H. Carrel | $4,953,477 | | Angela L. Wirick | 1,129,829 | | Douglas J. Seith | 1,248,730 | | Karl S. Dahlquist | 743,320 | | Salvatore Privitera | 743,320 |

  31. Summary Compensation Table

    (2)No option awards were granted during 2023, 2022, or 2021. (3)Amounts shown represent incentive-based awards earned in 2023, 2022 and 2021 pursuant to annual incentive-based award programs. (4)Amounts shown include the matching contributions made under our 401(k) Plan and other amounts as noted. (5)Amounts shown include incremental life insurance premiums paid on behalf of Mr. Carrel of $15,679 in 2021. No amounts were paid in 2022 or 2023. (6)The amounts shown include $7,200 for a car allowance paid to Mr. Seith in 2023, 2022 and 2021. (7)Mr. Dahlquist and Mr. Privitera became named executive officers in 2023. Compensation information is not provided for years prior to 2023 as they were not named executive officers. (8)The amount shown includes a recognition award that exceeded IRS De Minimis Fringe Benefits paid to Mr. Dahlquist in 2023.

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning the annual performance bonuses for 2023 performance and restricted stock grants made during 2023 (for 2022 performance) to the executive officers named in the Summary Compensation Table. No option awards were granted to the executive officers in 2023.

  33. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Market Value of Stock or Option(3) Awards ($) | | Executive Officer | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael H. Carrel | | $422,263 | $844,525 | $1,689,050 | | | | | | | PSAs | 3/1/2023 | | | | 53,658 | 107,317 | 321,951 | | $4,953,477 | | RSAs | 3/1/2023 | | | | | | | 45,993 | 1,784,988 | | Angela L. Wirick | | 135,493 | 270,987 | 541,973 | | | | | | | PSAs | 3/1/2023 | | | | 12,238 | 24,478 | 73,434 | | 1,129,829 | | RSAs | 3/1/2023 | | | | | | | 24,478 | 949,991 | | Douglas J. Seith | | 228,494 | 456,987 | 913,975 | | | | | | | PSAs | 3/1/2023 | | | | 13,526 | 27,054 | 81,162 | | 1,248,730 | | RSAs | 3/1/2023 | | | | | | | 27,054 | 1,049,966 | | Karl S. Dahlquist | | 115,392 | 230,784 | 461,568 | | | | | | | PSAs | 3/1/2023 | | | | 8,052 | 16,104 | 48,312 | | 743,320 | | RSAs | 3/1/2023 | | | | | | | 16,104 | 624,996 | | Salvatore Privitera | | 115,692 | 231,385 | 462,770 | | | | | | | PSAs | 3/1/2023 | | | | 8,052 | 16,104 | 48,312 | | 743,320 | | RSAs | 3/1/2023 | | | | | | | 16,104 | 624,996 |

  34. Grants of Plan-Based Awards

    (1)Represents estimated incentives eligible to be earned under our annual cash incentive plan for 2023. Any actual awards earned and paid to the named executive officers under these plans is reported in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table and are discussed earlier under the heading “Compensation Discussion and Analysis”. (2)Awards granted under the 2014 Stock Incentive Plan. (3)In accordance with FASB ASC 718, the fair value of the restricted stock awards and performance share awards with the revenue CAGR performance condition are measured based on the market value of the Company's stock on the date of grant of the awards. The fair value of performance share awards with the TSR market condition is estimated on the grant date using a Monte Carlo simulation. Fair value of restricted stock awards and performance share awards with revenue CAGR performance conditions was $38.81, while fair value of performance share awards with the TSR market condition was $68.20.

  35. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The table below sets forth information concerning the number and value of the unexercised stock options, restricted stock awards outstanding and performance share awards at December 31, 2023 for the executive officers named in the Summary Compensation Table. Under the Company’s equity award plans, restricted stock awards granted generally vest in one-third increments on the first, second and third anniversaries of the grant date. Stock options granted generally vest in one-third increments on the first, second and third anniversaries of the grant date and have a ten-year term. Performance share awards vest based on the Company achieving specified performance measurements over a performance period of three years.

  36. Outstanding Equity Awards at Year-End

    | | | Option Awards | | | | Stock Awards(2) | | Performance Share Awards(3) | | | | | Number of Securities Underlying Unexercised Options (#) | | | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested | | | Executive Officer | Award Date | Exercisable | Unexercisable | Price ($) | Expiration Date | Number (#) | Market Value ($)(1) | Number (#) | Market or Payout Value ($)(1) | | Michael H. Carrel | 3/1/2021 | — | — | $— | — | 6,786 | $242,192 | 69,142 | $2,467,678 | | | 3/1/2022 | — | — | — | — | 15,088 | 538,491 | 52,809 | 1,884,753 | | | 3/1/2023 | — | — | — | — | 45,993 | 1,641,490 | 107,317 | 3,830,144 | | Angela L. Wirick | 7/28/2014 | 5,000 | — | 16.95 | 7/28/2024 | — | — | — | — | | | 3/1/2021 | — | — | — | — | 1,256 | 44,827 | 16,461 | 587,493 | | | 3/1/2022 | — | — | — | — | 6,226 | 222,206 | 9,340 | 333,345 | | | 3/1/2023 | — | — | — | — | 24,478 | 873,620 | 24,478 | 873,620 | | Douglas J. Seith | 3/1/2021 | — | — | — | — | 4,398 | 156,965 | 19,205 | 685,426 | | | 3/1/2022 | — | — | — | — | 8,382 | 299,154 | 12,573 | 448,730 | | | 3/1/2023 | — | — | — | — | 27,054 | 965,557 | 27,054 | 965,557 | | Karl S. Dahlquist | 3/1/2021 | — | — | — | — | 1,885 | 67,276 | 8,231 | 293,764 | | | 3/1/2022 | — | — | — | — | 4,550 | 162,390 | 6,825 | 243,584 | | | 3/1/2023 | — | — | — | — | 16,104 | 574,752 | 16,104 | 574,752 | | Salvatore Privitera | 3/1/2021 | — | — | — | — | 1,633 | 58,282 | 7,133 | 254,577 | | | 3/1/2022 | — | — | — | — | 4,550 | 162,390 | 6,825 | 243,584 | | | 3/1/2023 | — | — | — | — | 16,104 | 574,752 | 16,104 | 574,752 |

  37. Outstanding Equity Awards at Year-End

    (1)Based on the December 31, 2023 closing price of our common stock of $35.69 per share. (2)Restricted stock awards granted vest in one-third increments on the first, second and third anniversaries of grant. (3)Performance share awards vest on the three-year anniversary of the award date, subject to achievement of specified performance measurements. The performance share awards in this table reflect the 146% attainment approved for the 2021 awards and the target amount of shares that were granted in 2022 and 2023.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below summarizes the options exercised and vesting of restricted stock and performance share awards during 2023.

  39. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | Performance Share Awards | | | Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercises ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael H. Carrel | — | $— | 24,741 | $960,198 | 69,234 | $2,686,972 | | Angela L. Wirick | — | — | 19,519 | 974,336 | — | — | | Douglas J. Seith | — | — | 14,011 | 543,767 | 15,453 | 599,731 | | Karl S. Dahlquist | — | — | 6,979 | 270,855 | 8,036 | 311,877 | | Salvatore Privitera | — | — | 6,728 | 261,114 | 8,036 | 311,877 |

  40. Option Exercises and Stock Vested

    (1)Calculated by multiplying the number of shares acquired on exercise by the closing price of AtriCure common stock on the date of exercise. (2)Calculated by multiplying the number of shares acquired on vesting/release by the closing price of AtriCure common stock on the date of vesting/release.

  41. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing disclosure of the ratio of the median employee’s annual total compensation to that of the principal executive officer (“PEO”). Consistent with the disclosure instructions of Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change. Under the SEC’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans may differ by country even within the same company. As such, our pay ratio may not be comparable to the pay ratio reported by other companies. A new median employee was identified in 2023 due to the three-year timeframe noted by the disclosure instructions of Item 402(u). Our total number of full-time employees as of December 31, 2023 was 1,200 individuals – 1,082 in the United States and 118 outside of the United States. Pursuant to the de minimis exemption for foreign employees as permitted by applicable SEC rules, we excluded 38 employees from the following 9 countries: Australia, Belgium, Canada, China, France, Italy, Norway, Singapore and Spain. The median employee was identified by preparing a listing of employees with their corresponding annual total cash compensation (base salary or hourly wages, overtime wages, and bonuses) and equity grants, based on the Company’s payroll and other compensation records. For those employees that were not employed for the full fiscal year, their salary and variable compensation were annualized to compute their total compensation. Wages paid in foreign currencies were converted into U.S. dollars using the applicable year-to-date average exchange rates as of December 31, 2023. The Company’s PEO is Mr. Carrel, our President and Chief Executive Officer. Mr. Carrel’s annual total compensation for 2023, as noted in the Summary Compensation Table above, was $8,749,289. The median employee’s (excluding the PEO) annual total compensation for 2023 was $116,367. Therefore, we reasonably estimate that the ratio of our PEO’s annual total compensation to the annual total compensation of our median employee was 75:1, as compared to the 2022 ratio of 59:1. The fluctuation in the pay ratio is largely attributable to the decrease in the median employee's compensation due to the identification of the new median employee in 2023, as well as the increase in the valuation of the performance share awards with the TSR market condition granted to the PEO during 2023.

  42. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing disclosures of the relationship between executive compensation paid and the Company's financial performance. Under the SEC's pay versus performance rules, the SEC has developed a new definition of pay, referred to as Compensation Actually Paid (“CAP”), which is compared to certain performance measures defined by the SEC. In the table below, totals for the Summary Compensation Table (“SCT”) and CAP values represent a mix of both compensation earned during the year (base salary and annual incentives) and estimated future pay opportunities (equity incentive awards). The difference between the SCT presentation and calculation of CAP is the value attributable to equity incentive awards. Within SCT values, equity incentive awards include the grant date fair value of equity incentive awards awarded during the year, reflecting the evaluation of the prior year's performance. Within CAP values, equity incentive awards represents the year-over-year change in the values of unvested equity incentive awards, awards that vested or forfeited during the year, as well as the year-end valuation of equity incentive awards granted during the year.

  43. Pay versus Performance Table

    Pay versus Performance Table

  44. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) | SCT Total for PEO | CAP to PEO(2) | Average SCT Total for non-PEO NEOs | Average CAP to non-PEO NEOs(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | Net (Loss) Income | Worldwide Revenue Growth(4) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($ in 000's) | (%) | | 2023 | $8,749,289 | $4,761,236 | $2,669,757 | $1,799,435 | $109.78 | $86.74 | $(30,438) | 20.8% | | 2022 | 8,346,968 | 248,184 | 2,256,022 | 798,083 | 136.51 | 86.04 | (46,466) | 20.4% | | 2021 | 7,535,074 | 13,119,796 | 2,142,873 | 3,433,743 | 213.87 | 114.41 | 50,199 | 32.8% | | 2020 | 5,569,045 | 13,745,774 | 1,437,778 | 2,820,165 | 171.24 | 127.18 | (48,155) | (10.5)% |

  45. Pay versus Performance Table

    (1)Non-PEO Named Executive Officers include average of the following participants: 2023: Angela L. Wirick, Douglas J. Seith, Karl S. Dahlquist, and Salvatore Privitera 2022: Angela L. Wirick, Douglas J. Seith, Justin J. Noznesky, and Deborah Yount 2021: Angela L. Wirick, Douglas J. Seith, Justin J. Noznesky, and Vinayak Doraiswamy 2020: M. Andrew Wade, Angela L. Wirick, Douglas J. Seith, Justin J. Noznesky, and Salvatore Privitera (2)See reconciliation of SCT to CAP for PEO and non-PEO NEOs below. (3)Reflects the total shareholder return indexed to $100 per share for ATRC and the NASDAQ Health Care Index which is the industry peer group reported in our 2023 Form 10-K. (4)Company selected measure is annual worldwide revenue growth rate. Amount is calculated as a percentage change in worldwide revenue over the prior year. The table below sets forth a reconciliation from the SCT to CAP for our PEO for the years ended December 31, 2020, 2021, 2022, and 2023.

  46. Pay versus Performance Table

    | | PEO | | | | | | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | $8,749,289 | $8,346,968 | $7,535,074 | $5,569,045 | | Less: Grant Fair Value of Equity Awards Made During Year(1) | (6,738,465) | (6,722,916) | (5,594,896) | (4,469,079) | | Year End Fair Value of Equity Awards Made During Year(2) | 5,933,361 | 3,877,228 | 7,213,771 | 5,592,998 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards(3) | (2,659,508) | (5,258,934) | 2,640,635 | 5,222,117 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(4) | (523,441) | 5,838 | 1,325,212 | 1,830,693 | | Less: Fair Value as of Prior Year End for Awards Granted in Prior Years that were Forfeited(5) | — | — | — | — | | Incremental Fair Value of Modified Awards(5) | — | — | — | — | | Total Adjustments Related to Equity Awards | (3,988,053) | (8,098,784) | 5,584,722 | 8,176,729 | | Total CAP | $4,761,236 | $248,184 | $13,119,796 | $13,745,774 |

  47. Pay versus Performance Table

    (1)Represents the grant date fair value of equity-based awards made during the fiscal year as reported in the SCT. (2)Represents the year-end fair value of equity awards that were made during the fiscal year and remained unvested as of year-end. (3)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of each fiscal year-end. For awards with a performance condition, the estimated fair value is measured at the probable outcome of such condition as of the last day of the fiscal year. Estimated attainment for awards in periods presented ranges from 74% to 191%. (4)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. (5)No activity during periods presented. The table below sets forth a reconciliation from the average SCT to average CAP for our non-PEO NEOs for the years ended December 31, 2020, 2021, 2022, and 2023.

  48. Pay versus Performance Table

    | | Non-PEO NEOs | | | | | | 2023 | 2022 | 2021 | 2020 | | Average SCT Total Compensation | $2,669,757 | $2,256,022 | $2,142,873 | $1,437,778 | | Less: Grant Fair Value of Equity Awards Made During Year(1) | (1,778,787) | (1,555,800) | (1,327,506) | (962,837) | | Year End Fair Value of Equity Awards Made During Year(2) | 1,584,409 | 1,106,735 | 1,656,615 | 1,226,466 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards(3) | (620,469) | (954,967) | 549,341 | 1,234,081 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(4) | (55,475) | (53,907) | 412,420 | 188,979 | | Less: Fair Value as of Prior Year End for Awards Granted in Prior Years that were Forfeited(5) | — | — | — | (335,230) | | Incremental Fair Value of Modified Awards(5) | — | — | — | 30,928 | | Total Adjustments Related to Equity Awards | (870,322) | (1,457,939) | 1,290,870 | 1,382,387 | | Total Average CAP | $1,799,435 | $798,083 | $3,433,743 | $2,820,165 |

  49. Pay versus Performance Table

    (1)Represents the grant date fair value of equity-based awards made during the fiscal year as reported in the SCT. (2)Represents the year-end fair value of equity awards that were made during the fiscal year and remained unvested as of year-end. (3)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of each fiscal year-end. For awards with a performance condition, the estimated fair value is measured at the probable outcome of such condition as of the last day of the fiscal year. Estimated attainment for awards in periods presented ranges from 74% to 191%. (4)Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. (5)Mr. Wade resigned as AtriCure's Chief Financial Officer effective on August 6, 2020. Under the consulting agreement between the Company and Mr. Wade related to his transition, the performance share awards granted to him in 2020 were forfeited and cancelled. All of Mr. Wade's stock options and restricted shares with time-based vesting provisions continued to vest and be exercisable through March 6, 2021, resulting in modification of his awards.

  50. Pay versus Performance Table Discussion and Analysis

    Pay versus Performance Table Discussion and Analysis The measures most important in determining pay during 2023 were those that impact achievement of our equity incentive awards and annual incentive plans.

  51. Pay versus Performance Table Discussion and Analysis

    | Most Important Performance Measures | | Worldwide Revenue Growth | | Gross Margin | | Shareholder Return |

  52. Pay versus Performance Table Discussion and Analysis

    •Worldwide revenue growth is calculated as the percentage change in worldwide revenue over the prior year. Worldwide revenue growth impacts both the achievement of our annual incentive plan objectives and performance targets of equity incentive awards. •Gross margin is calculated as the ratio of gross profit to worldwide revenue. Gross Margin impacts the achievement of our annual incentive plan objectives. •Shareholder return is calculated as the percentage change in stock price as of December 31 year over year. Shareholder return impacts the achievement of performance targets of equity incentive awards, as well as the value of stock awards realized by our named executive officers. Analysis of Information Presented in the Pay versus Performance Table Our compensation philosophy is to strongly link executive officer compensation to our performance and is intended to create long-term value for our stockholders. In accordance with Item 401(v) of Regulation S-K, we are providing the following description of relationships between information presented in the Pay versus Performance Table. Cumulative TSR The chart below reflects the relationship between the compensation actually paid to the PEO and average compensation actually paid to the Non-PEO NEOs to AtriCure's TSR and the peer group TSR. The Company's chosen peer group is the Nasdaq Heath Care Index constituents. This is the same peer group disclosed in the Form 10-K performance graph, as well as the same index used to measure the relative total shareholder return performance target for the performance share awards granted annually to our executive officers since 2021. Over the four-year period shown in the table above, the Company's total shareholder return (TSR) exceeded the peer group's TSR. The Company's stock performance significantly impacts executive compensation as approximately 70% or greater of the PEO total compensation and over 50% of the non-PEO total compensation is comprised of equity incentive plan awards since 2020. Therefore, CAP for the PEO and non-PEO NEOs is positively correlated to fluctuations in the Company's stock performance as it has a significant impact on the valuation of the underlying equity incentive awards included in the calculation of CAP. The percentage change in the Company TSR from the grant date and year over year has a proportionate impact on the CAP paid. Net Income (Loss)

  53. Pay versus Performance Table Discussion and Analysis

    | Year | CAP to PEO | ∆ CAP to PEO | Average CAP to non-PEO NEOs | ∆ CAP to Non-PEO NEO | Net (Loss) Income ($ in 000's) | ∆ Net (Loss) Income | | 2023 | $4,761,236 | 1818.4% | $1,799,435 | 125.5% | $(30,438) | (34.5)% | | 2022 | 248,184 | (98.1)% | 798,083 | (76.8)% | (46,466) | (192.5)% | | 2021 | 13,119,796 | (4.6)% | 3,433,743 | 21.8% | 50,199 | (204.2)% | | 2020 | 13,745,774 | — | 2,820,165 | — | (48,155) | — |

  54. Pay versus Performance Table Discussion and Analysis

    Our strategy to make investments to drive sustainable growth, and we incur substantial expenditures to develop and commercialize our products, expand our markets and build a foundation to support future growth. As a result, we have incurred net losses during our history. Our net losses have resulted principally from costs and expenses relating to sales, training and awareness efforts, research and product development, clinical trials, seeking regulatory clearances and approvals, product quality and safety initiatives and general operating expenses. Our net income (loss) can also be significantly impacted by non-recurring adjustments or charges that are not reflective of our ongoing core business operations and financial condition, as was the case in fiscal year 2021. We believe net income (loss) is not reflective of our ongoing core operations of our business or a metric that is most important to stockholder value. Therefore, it is not a metric used in any of the Company's incentive plans, and CAP is not correlated with net income (loss). Worldwide Revenue Growth

  55. Pay versus Performance Table Discussion and Analysis

    | Year | CAP to PEO | ∆ CAP to PEO | Average CAP to non-PEO NEOs | ∆ CAP to Non-PEO NEO | Worldwide Revenue ($ in 000's) | Worldwide Revenue Growth | ∆ Worldwide Revenue Growth | | 2023 | $4,761,236 | 1818.4% | $1,799,435 | 125.5% | $399,245 | 20.8% | 0.4% | | 2022 | 248,184 | (98.1)% | 798,083 | (76.8)% | 330,379 | 20.4% | (12.4)% | | 2021 | 13,119,796 | (4.6)% | 3,433,743 | 21.8% | 274,329 | 32.8% | 43.3% | | 2020 | 13,745,774 | — | 2,820,165 | — | 206,531 | (10.5)% | — |

  56. Pay versus Performance Table Discussion and Analysis

    Worldwide revenue growth is the most important company-selected measure. The Compensation Committee believes that at this time it is appropriate for the Company to utilize worldwide revenue growth as a performance metric for both the annual incentive plan and the long-term performance share awards because of the importance of this metric to the Company’s investors. The Company believes that many of its current and prospective investors view worldwide revenue growth as the single most important performance metric of the Company. Annual revenue growth is used as a metric for performance attainment of the annual incentive plan, while revenue CAGR over a three-year performance period is used for the performance share awards included in the long-term equity incentive plans. Due to the difference in performance period duration, as well as the significant impact of the Company's stock price on the valuation of the equity incentive awards included in the calculation of CAP, the CAP for the PEO and non-PEO NEO is not correlated in the periods presented. Non-PEO NEO CAP was also impacted by the shifting of non-PEO membership between the periods presented.