Not independent
Tenure on this board
13.6 yrs
9 nominees · 5 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as auditor; approve amendments to the 2023 Stock Incentive Plan (+1,500,000 shares) and 2018 Employee Stock Purchase Plan (+750,000 shares); and an advisory (non-binding) vote to approve named executive officers’ compensation.
Election of nine director nominees nominated by the Board, each to serve a one-year term until the 2027 annual meeting and until their successors are elected and qualified.
Ratify Deloitte & Touche LLP as AtriCure’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares authorized for issuance thereunder by 1,500,000 shares.
This proposal asks shareholders to approve an amendment to AtriCure’s 2023 Stock Incentive Plan to increase the share reserve by 1,500,000 shares (from 4,500,000 to 6,000,000). Management and the Compensation Committee are seeking shareholder approval because the Plan’s available share pool is projected to be insufficient to support planned annual and hiring-related equity grants given the Company’s growth and anticipated headcount increases. The amendment is transactional governance — it does not change award types, limits, or eligibility but increases the authorized quantity of shares, and management intends to register the additional shares on Form S-8 if approved. The Board frames the request as necessary to preserve the Company’s ability to use equity to attract and retain executives, employees and non-employee directors without materially increasing cash compensation, which they say could harm operating plans. Key governance considerations include potential dilution to existing shareholders (the filing discloses current outstanding full-value awards and available shares), the Company’s historical grant practices and the Committee’s stated intent to reserve roughly two years’ worth of awards at historical run-rate. The proposal is not conditional on changes to other plan mechanics (vesting, repricing restrictions, performance metrics), and the Board recommends a FOR vote, arguing the amendment supports long-term alignment with stockholders. Sophisticated investors should weigh the incremental dilution against the Company’s growth trajectory, historical burn rate, and the disclosed cap and limits on awards (including director limits and performance conditions), and consider whether other levers (recycling, share buybacks, or compensation mix changes) would be preferable alternatives.
Approve an amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder by 750,000 shares (from 1,250,000 to 2,000,000).
This proposal requests shareholder approval to increase the ESPP share reserve by 750,000 shares (from 1,250,000 to 2,000,000) by restating Section 13.1. Management seeks approval to ensure continued employee participation in a tax-qualified Section 423 plan that the Company views as an important retention and recruitment tool and a means to align employees’ interests with long-term shareholder value. The ESPP, as restated, keeps all other plan mechanics intact (offering periods, purchase discount of 85%, eligibility, maximum per-employee limits), but increases the total authorized shares so the program can continue across anticipated future offerings. From a governance perspective the amendment increases potential dilution slightly but is common practice for growth-stage companies maintaining broad-based equity programs; the filing discloses remaining reserve and participation data to help assess burn-rate. The Board recommends a FOR vote, citing the program’s role in retaining and motivating employees and the intention to maintain Section 423 qualification. Investors should consider the incremental dilutive impact versus the retention and alignment benefits, and whether the Company’s disclosed remaining reserve and historical participation rates justify the requested increase.
An advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say on Pay).
This advisory proposal (non-binding) asks shareholders to approve the Company’s disclosure of NEO compensation and to express support for the pay program described in the CD&A, summary compensation table, and related disclosures. Management seeks shareholder approval as part of the Company’s ongoing governance practices and to demonstrate alignment between pay and performance; the Compensation Committee highlights that most NEO pay is variable and performance-linked (annual incentives, multi-year PSAs with revenue CAGR, Adjusted EBITDA and relative TSR components) and that the Committee engaged in expanded shareholder outreach after the 2025 say-on-pay result. The Board recommends a FOR vote citing the program’s pay-for-performance design, independent consultant support, stock ownership guidelines, clawback policy, double-trigger CIC protections, and independent Committee oversight. Investors evaluating the proposal should consider the detailed performance metrics (including revenue growth weightings, Adjusted EBITDA profitability goals, and TSR measures), disclosure of target and realized pay, historical say-on-pay support, and recent shareholder engagement indicating majority support; because the vote is advisory it will not mandate changes but is an important indicator for future Compensation Committee decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 6.44% | 3,258,872 | $129M |
| 2 | Hood River Capital Management LLC | 6.16% | 3,117,545 | $89M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.34% | 2,702,632 | $77M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.39% | 2,223,645 | $63M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 2,155,764 | $62M |
| 6 | BlackRock, Inc. | 3.90% | 1,975,592 | $56M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.56% | 1,804,927 | $51M |
| 8 | BlackRock, Inc. | 2.91% | 1,472,653 | $42M |
| 9 | STATE STREET CORP | 2.57% | 1,302,162 | $37M |
| 10 | GOLDMAN SACHS GROUP INC | 2.42% | 1,225,782 | $35M |
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