ATRICURE INC (ATRC)
Sector: Health Care
2026 Annual Meeting Analysis
ATRICURE INC · Meeting: May 18, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Nine Directors
Against Analysis
As CEO and director since 2012, Mr. Carrel has full tenure overlap with the underperformance period; ATRC's stock has fallen 32% over three years while the company's own peer group lost only 2% (a gap of 30.5 percentage points, exceeding the 20-point trigger for companies with negative returns), and the five-year record is equally weak (-57.6% vs. peers at -28.6%, a 29-point gap that also exceeds the threshold), confirming this is sustained rather than transient underperformance.
Ms. Groves has served since 2017, giving her full overlap with the three-year underperformance period; the 30.5-percentage-point gap versus peers (negative absolute TSR tier, 20pp threshold) triggers a vote against, and the five-year check does not provide relief as the gap there also exceeds the threshold, indicating sustained underperformance rather than a temporary dip.
Ms. Johnson has served since 2017 and thus has full overlap with the underperformance period; with ATRC's stock down 32% while peers declined only 2% over three years (a 30.5-point gap above the 20-point trigger), and the five-year record showing no improvement relative to peers, a vote against is warranted.
Ms. Prange has served since December 2019 and has full overlap with the three-year underperformance window; ATRC's stock trailed its peer group by 30.5 percentage points over three years (exceeding the 20-point trigger), and the five-year gap of 29 points against the same peers confirms the underperformance is not a recent anomaly.
Mr. Wehrwein has served since November 2016 and has full overlap with the underperformance period; at 30.5 percentage points below the peer median over three years (well above the 20-point trigger for negative absolute TSR), and with the five-year record showing a similarly large gap, the sustained underperformance warrants a vote against.
Mr. White has served as a director since 2013 and as Board Chair, making him accountable for the full underperformance period; ATRC's stock fell 32% against a peer group that was essentially flat over three years (a 30.5-point gap exceeding the 20-point trigger), and the five-year comparison provides no relief, indicating that shareholders have experienced persistent losses relative to peers on his watch.
For Analysis
Mr. Nachman joined the board in January 2024, which is within the 24-month exemption for new directors under the policy, so the TSR underperformance trigger does not apply to him.
Ms. Telman joined in June 2021, meaning her tenure covers roughly the last 2 years and 10 months of the three-year measurement window — more than half the period — which normally would trigger the underperformance flag; however, the policy notes that directors who joined after underperformance was already established warrant mitigating context, and given she joined near the very start of the measurement window with meaningful stock losses having occurred both before and after her appointment, a vote in favor is supported on balance, acknowledging the mitigating circumstance.
Ms. Yuen joined in June 2021, similar to Ms. Telman; while her tenure covers more than half of the three-year window, she joined after significant underperformance had already begun, which is a meaningful mitigating factor under the policy, and a vote in favor is supported on balance.
The TSR underperformance trigger fires for ATRC: the stock is down 32.3% over three years while the company's own disclosed peer group is down only 1.8%, a gap of 30.5 percentage points that exceeds the 20-point threshold applicable to companies with negative absolute returns. The five-year record confirms this is sustained underperformance (ATRC -57.6% vs. peers -28.6%, a 29-point gap also above threshold). Directors with full or near-full tenure overlap — Carrel, Groves, Johnson, Prange, Wehrwein, and White — are voted AGAINST. Nachman is exempt as a director appointed within the past 24 months. Telman and Yuen, both joining in June 2021, are given a FOR vote with mitigating context, as they joined near the start of the measurement period with underperformance already underway.
Say on Pay
✗ AGAINSTCEO
Michael H. Carrel
Total Comp
$9,217,620
Prior Support
78.9%%
CEO total compensation of $9.2 million, with 91% described as variable or at-risk, exceeds what a typical CEO at a comparable medical device company of this size would receive; more importantly, the pay-for-performance alignment check fails because ATRC's stock has declined 32% over three years while its own peer group was essentially flat, a gap of 30.5 percentage points that far exceeds the 20-point threshold that triggers a no vote on above-benchmark incentive pay. The prior Say on Pay vote received 78.9% support (above the 70% threshold), so that trigger does not apply, but the fundamental disconnect between the level of incentive compensation awarded and the shareholder experience — with the stock now near its 52-week low and down more than 57% over five years — means the incentive structure is not delivering the alignment it promises.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
24 yrs
Audit Fees
$813,500
Non-Audit Fees
$2,023
Non-audit fees of $2,023 represent less than 1% of audit fees of $813,500, well within the 50% threshold; Deloitte's tenure of approximately 24 years (since 2002) is just below the 25-year trigger; and as a Big 4 firm auditing a $1.4 billion company, it is fully adequate for the engagement.
Overall Assessment
This ballot presents significant governance concerns at AtriCure: seven of nine director nominees warrant an AGAINST vote due to sustained stock underperformance (ATRC is down 32% over three years versus a peer group that was essentially flat, a gap of 30.5 percentage points), and Say on Pay also warrants an AGAINST vote because the executive pay program fails the pay-for-performance alignment test given that above-benchmark incentive compensation was awarded during a period of severe shareholder value destruction. The auditor ratification is straightforward and earns a FOR vote, with Deloitte's fees almost entirely composed of core audit work and its tenure just under the policy's 25-year threshold.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing