ATRICURE INC (ATRC)
Sector: Health Care
2026 Annual Meeting Analysis
ATRICURE INC · Meeting: May 18, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Against Analysis
As CEO and director since 2012, Mr. Carrel bears accountability for the stock's 3-year return of -29.1%, which trails the company-disclosed compensation peer group median by 24.1 percentage points — exceeding the 20-point trigger for companies with negative absolute returns; the 5-year record (-55.6% vs peer median -26.0%, a gap of -29.6pp, also exceeding the 20pp threshold) confirms this is not a transient shortfall, so no 5-year mitigant applies.
Ms. Groves has served since March 2017, so her tenure fully overlaps the 3-year underperformance period; ATRC's stock trailed the peer group median by 24.1 percentage points over three years (a negative absolute return), exceeding the policy trigger, and the 5-year gap of -29.6pp also exceeds the 20pp threshold, so no 5-year mitigant applies.
Ms. Johnson has served since March 2017, fully overlapping the 3-year underperformance window; the stock trailed the peer group median by 24.1 percentage points on a negative absolute return basis, triggering a No vote, and the 5-year gap of -29.6pp also exceeds the threshold, confirming sustained underperformance with no mitigant available.
Ms. Prange has served since December 2019, fully overlapping the 3-year underperformance period; ATRC's stock trailed the peer group median by 24.1 percentage points on a negative absolute return, triggering a No vote, and the 5-year gap of -29.6pp also exceeds the threshold, so no 5-year mitigant applies.
Ms. Telman has served since June 2021, fully overlapping the 3-year underperformance window; ATRC's stock trailed the peer group median by 24.1 percentage points on a negative absolute return basis, exceeding the policy trigger, and the 5-year gap of -29.6pp also exceeds the threshold, confirming no 5-year mitigant applies.
Mr. Wehrwein has served since November 2016, fully overlapping the 3-year underperformance period; ATRC's stock trailed the peer group median by 24.1 percentage points on a negative absolute return, triggering a No vote, and the 5-year gap of -29.6pp also exceeds the threshold, so no 5-year mitigant applies.
Mr. White has served as a director since March 2013 and as Board Chair, carrying the greatest accountability for board-level oversight; ATRC's stock trailed the peer group median by 24.1 percentage points on a negative absolute return, and the 5-year gap of -29.6pp also exceeds the threshold, so no 5-year mitigant applies.
Ms. Yuen has served since June 2021, fully overlapping the 3-year underperformance window; ATRC's stock trailed the peer group median by 24.1 percentage points on a negative absolute return, exceeding the policy trigger, and the 5-year gap of -29.6pp also exceeds the threshold, confirming sustained underperformance with no mitigant available.
For Analysis
Mr. Nachman joined the board in January 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he brings over 25 years of senior medical device operating experience relevant to AtriCure's business.
Eight of the nine director nominees trigger a No vote under the TSR underperformance policy: ATRC's 3-year stock return of -29.1% trails the company-disclosed peer group median by 24.1 percentage points, which exceeds the 20-point threshold for companies with negative absolute returns; the 5-year record also fails the same threshold, ruling out the 5-year mitigant for all long-tenured directors. Only Shlomo Nachman, who joined in January 2024, is exempt under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Michael H. Carrel
Total Comp
N/A
Prior Support
78.9%%
The prior say-on-pay vote received 78.9% support in May 2025, comfortably above the 70% threshold that would require a mandatory response; the compensation structure is heavily performance-oriented — the proxy discloses that 91% of the CEO's reported pay and 84% of other named executives' pay is variable or 'at risk,' with long-term equity awards split between time-based restricted stock and performance stock awards tied to revenue growth, relative total shareholder return and adjusted EBITDA growth over a 3-year period. While the stock has underperformed peers, the pay mix and structure itself reflects a genuine pay-for-performance design with meaningful conditions on the equity grants, and the board received adequate shareholder support; the TSR underperformance concern is addressed through the director election votes rather than the say-on-pay vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
24 yrs
Audit Fees
$813,500
Non-Audit Fees
$2,023
Deloitte & Touche LLP has served as AtriCure's auditor since 2002 (approximately 24 years), just below the 25-year tenure threshold that would trigger a No vote; non-audit fees of $2,023 represent less than 0.3% of total audit fees of $813,500, well below the 50% threshold, and there are no disclosed material restatements; Deloitte is a Big 4 firm appropriate for a $1.5 billion public company.
Overall Assessment
The most significant ballot outcome at AtriCure's 2026 annual meeting is a broad AGAINST recommendation for eight of the nine director nominees, driven by the company's 3-year stock return of -29.1% trailing the company-disclosed peer group median by 24.1 percentage points — a gap that exceeds the policy trigger and is confirmed as sustained by the 5-year record. The auditor ratification and say-on-pay proposals both pass policy screens and receive FOR determinations; the two equity plan amendments are outside the scope of the current policy.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing