UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §14a-11(c) or Rule 14a-12

AtriCure, Inc.

(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)all boxes that apply):

☒

No fee required

required.

☐

☐Fee paid previously with preliminary materials.
☐Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) 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:

☐

Fee paid previously with preliminary materials.

☐

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:

atrc-20210408xdef14ag001.jpg

ATRICURE, INC.

7555 Innovation Way

Mason, Ohio 45040

NOTICE OF 20202023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2020

25, 2023

To Our Stockholders:

You are cordially invited to attend the 20202023 Annual Meeting of Stockholders (Annual Meeting) of AtriCure, Inc. (the Company or AtriCure) on Wednesday,Thursday, May 20, 2020.25, 2023. This year’s Annual Meeting will be a virtual meeting of shareholders.stockholders. We believe that hosting a virtual meeting provides expanded access and improved communication between our shareholdersstockholders and the Company. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ATRC2020.  ATRC2023. You will not be able to attend the Annual Meeting in person. The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:

1.To elect teneight directors nominated by the Board of Directors, each to serve for a one-year term that expires at the 20212024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;

2023;

3.To approve the AtriCure, Inc. 2023 Stock Incentive Plan;
4.To approve an amendment to the AtriCure, Inc. 20142018 Employee Stock IncentivePurchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 900,000;

4.750,000;

5.To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement;

5. and

6.To transact such other business as may properly come before the Annual Meeting or any continuations, postponements or adjournments.

The Annual Meeting will begin promptly at 9:00 a.m. EDT. Only holders of record of shares of AtriCure common stock (Nasdaq:(NASDAQ: ATRC) at the close of business on March 23, 202027, 2023 will be entitled to notice of, and to vote at, the Annual Meeting and any continuations, postponements or adjournments of the Annual Meeting.

Under U.S. Securities and Exchange Commission rules we are furnishing our proxy materials over the Internet and mailing our stockholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access and review our proxy statement and 20192022 Annual Report over the Internet.

A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose in connection with the Annual Meeting during normal business hours at our principal executive offices for a period of at least 10 days prior to the Annual Meeting.


By order of the Board of Directors,

/s/ M. Andrew Wade

Angela L. Wirick

M. Andrew Wade

Angela L. Wirick

Chief Financial Officer

Mason, Ohio
April 8, 2020

10, 2023

YOUR VOTE IS IMPORTANT! ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING ONLINE. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD, OR VOTE OVER THE TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE YOUR SHARES ELECTRONICALLY IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER IN ORDER TO BE ENTITLED TO VOTE ELECTRONICALLY AT THE ANNUAL MEETING.

ATRICURE, INC.

***IMPORTANT NOTICE***

Regarding Internet Availability of Proxy Materials

for the Annual Meeting to be held on May 20, 2020

25, 2023

You are receiving this communication because you hold shares in the above company,AtriCure, Inc, and the materials you should review before you cast your vote are now available.

The notice, proxy statement and Annual Report on Form 10-K are available at:

ir.atricure.com

ir.atricure.com



TABLE OF CONTENTS


PROXY STATEMENT

1

QUESTIONS AND ANSWERS

1

PROPOSAL ONE—ELECTION OF DIRECTORS

6

CORPORATE GOVERNANCE AND BOARD MATTERS

10

Board Leadership Structure
10
Board Refreshment and Diversity
10
Consideration of Director Nominees
10
Director Diversity, Skills and Qualifications

11

Independence of the Board

11

Meetings of the Board and Committees of the Board

11 
12

Director Compensation

12 
13

Corporate Governance Guidelines

13 
14

Compensation Committee Interlocks and Insider Participation
15
Certain Relationships and Related Party Transactions

14 
15

Board’sCommunications with the Board of Directors
15
Board's Role in Risk Oversight

14 
15

Board Evaluations

15 
16

MANAGEMENT

16 
17

PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

17 
19

Audit and Non-Audit Services

17 
19

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

18 
20

PROPOSAL THREE—AMENDMENTTHREE—APPROVAL OF 20142023 STOCK INCENTIVE PLAN

19 
21

PROPOSAL FOUR—AMENDMENT OF 2018 EMPLOYEE STOCK PURCHASE PLAN
29
PROPOSAL FIVE—ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

27 
32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

28 
33

EXECUTIVE COMPENSATION

30 
35

Report of the Compensation Committee of the Board of Directors

30 
35

Compensation Discussion and Analysis

30 
35

Summary Compensation

39 
45

Grants of Plan-Based Awards

40 
46

Outstanding Equity Awards at Year-End

40 
47

Option Exercises and Stock Vested

41 
48

Severance and Change in Control Arrangements

42 
48

Pay Ratio Disclosure

43 
49

Pay Versus Performance
50
DELINQUENT SECTION 16(a) REPORTS

44 
52

OTHER MATTERS

45 
52

ANNEX AA—2023 STOCK INCENTIVE PLAN

A-1

ANNEX B—2018 EMPLOYEE STOCK PURCHASE PLAN
B-1



Table of Contents

atrc-20210408xdef14ag001.jpg

ATRICURE, INC.

PROXY

PROXY STATEMENT
FOR
2020
2023 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of AtriCure, Inc., a Delaware corporation, is soliciting the enclosed proxy from you. The proxy will be used at our 20202023 Annual Meeting of Stockholders to be held on Wednesday,Thursday, May 20, 2020,25, 2023, beginning at 9:00 a.m. EDT. The Annual Meeting will be held online at www.virtualshareholdermeeting.com/ATRC2020.ATRC2023. This proxy statement contains important information regarding the 20202023 Annual Meeting of Stockholders. Specifically, it identifies the matters upon which you are being asked to vote, provides information that you may find useful in determining how to vote and describes the voting procedures.

In this proxy statement: the terms “we”, “our”, “us”, “AtriCure” and the “Company” each refer to AtriCure, Inc.; the term “Board” means our Board of Directors; the term “proxy materials” means this proxy statement, the enclosed proxy card and our Annual Report on Form 10-K for the year ended December 31, 2019,2022, filed with the U.S. Securities and Exchange Commission (SEC); and the term “meeting” means our 20202023 Annual Meeting of Stockholders, including any continuations, postponements or adjournments thereof.

QUESTIONS

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION

AND VOTING AT THE ANNUAL MEETING

Why will I be able to attend the meeting virtually and not in person?
We are hosting a virtual meeting of stockholders because the virtual meeting format provides expanded access and improved communication between our stockholders and the Company. We see the virtual format as a way to drive more stockholders to attend and participate in the Annual Meeting because the virtual format allows stockholders, wherever they may be located, to attend the Annual Meeting. Mindful that our stockholders reside in locations throughout the United States and the world, we want to provide an opportunity to our stockholders to attend the Annual Meeting without incurring the expense or devoting the time to travel to a physical location. In other words, we believe that the virtual format not only enhances the access stockholders have in attending the Annual Meeting, but it also saves our stockholders the money and time travel can require.
We have designed our virtual format to enhance, rather than constrain, stockholders access and participation. For example, if you experience technical difficulties during the Annual Meeting, there will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or voting at the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be listed on the Annual Meeting login web page.
How can I receive proxy materials?

Under rules adopted by the U.S. Securities and Exchange Commission (SEC), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of proxy materials to each stockholder. On or about April 8, 2020,10, 2023, we began mailing to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and our annual report for the fiscal year ended December 31, 20192022 online. If you received the Notice, by mail, you will not automatically receive a printed copy of proxy materials in the mail.materials. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet.

You can receive a printed copy of our proxy materials by following the instructions contained in the Notice regarding how you may request to receive your materials electronically or in printed form. Requests for printed copies of the proxy materials can be made by Internet at http://www.proxyvote.com, by telephone at 1-800-579-1639 or by email at sendmaterial@proxyvote.com by sending a blank email with your control number in the subject line.

1
Table of Contents
What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the meeting, the voting process, the compensation of our directors and the most highly paid executive officers during 20192022 and certain other required information.

Who is entitled to vote at the meeting?

Only stockholders who owned our common stock at the close of business on March 23, 202027, 2023 (the Record Date) are entitled to notice of and to vote at the meeting and at any continuations, postponements or adjournments thereof. If you are not a stockholder of record but hold shares in street name (that is, through a broker or nominee), you will need to provide proof of beneficial ownership as of March 23, 2020,27, 2023, such as your most recent brokerage account statement, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

What items of business will be voted on at the meeting?

The items of business scheduledare my voting rights?

On each matter to be voted on at the meeting are:

1.The election of ten nominees to serve as directors on our Board;

2.The ratification of the appointment of our independent registered public accounting firmupon, you have one vote for fiscal year 2020;  

3.Amending the AtriCure, Inc. 2014 Stock Incentive Plan to increase the number of shareseach share of common stock authorizedyou own as of March 27, 2023. You may vote all shares owned by you as of March 27, 2023, including (1) shares held directly in your name as the stockholder of record and (2) shares held for issuance thereunder by 900,000 shares; and

1

Table of Contents

4.An advisory vote on the compensation of our named executive officersyou as disclosed in this proxy statement. 

the beneficial owner through a broker, trustee or other nominee such as a bank.

Items to be voted on at meetingBoard Recommendation
Item 1: The election of eight nominees to serve as directors on our Board
FOR
each nominee
Item 2: The ratification of the appointment of our independent registered public accounting firm for fiscal year 2023
FOR
Item 3: Approval of AtriCure, Inc. 2023 Stock Incentive Plan
FOR
Item 4: Amending the AtriCure, Inc. 2018 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder by 750,000
FOR
Item 5: An advisory vote on the compensation of our named executive officers as disclosed in this proxy statement
FOR
These proposals are described more fully below. As of the date of this proxy statement, this is the only business that our Board intends to present or knows of that others will present at the meeting. If any other matter or matters are properly brought before the meeting, each properly executed proxy card will be voted in the discretion of the proxies named therein.

How does the Board of Directors recommend that I vote?

Our Board recommends that you vote your shares:

1.“FOR” each of the director nominees;

2.“FOR” the ratification of our independent registered public accounting firm for fiscal year 2020;  

3.“FOR” the amendment of the AtriCure, Inc. 2014 Stock Incentive Plan; and

4.“FOR” the approval of the compensation of our named executive officers.

What are my voting rights?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 23, 2020. You may vote all shares owned by you as of March 23, 2020, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank.

What constitutes a quorum?

A quorum is required to conduct business at the meeting. The presence at the meeting, virtually or by proxy, of the holders of a majority of the shares of our common stock entitled to vote at the meeting will constitute a quorum. As of March 23, 2020,  40,079,34427, 2023, 47,392,010 shares of our common stock were outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to the persons named as proxy holders or to vote virtually at the meeting. We have enclosed a proxy card for your use.

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and are also invited to attend the meeting. Please note that since a beneficial owner is not the stockholder of record, you may not vote these shares virtually at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, which gives you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for your use in directing the broker, trustee or nominee as to how you would like them to vote your shares.

2
Table of Contents
How can I vote my shares virtually at the meeting?

If you are a registered shareholder,stockholder, there are several ways for you to vote. You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. You may also vote by Internet before the date of the Annual Meeting, by proxy or by telephone, using one of the methods described in the proxy card. Even if you plan to attend the meeting, we recommend that you also submit your proxy card or voting instructions as described below so that your vote will be counted if you later decide not to, or are unable to, attend the meeting.

Can I vote my shares without attending the meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. Stockholders of record may submit proxies by the Internet by following the instructions in the Notice or by completing, signing and dating their proxy cards and mailing them in the accompanying pre-addressed envelope. Stockholders holding shares beneficially in street name may vote by following the instructions provided by the broker, trustee or nominee holding the shares.

2

Table of Contents

What if I want to revoke and change my vote?

You may change your vote at any time prior to the vote at the meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes your earlier proxy), by providing a written notice of revocation to our Secretary prior to your shares being voted or by attending the meeting and voting virtually. Please note that attending the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker, trustee or nominee which gives you the right to vote your shares, by attending the meeting and voting virtually.

What vote is required to approve each item and how are votes counted?

The vote required to approve each item of business and the method for counting votes is set forth below:

•Election of Directors. AtriCure has adopted a majority voting standard for director elections which means that, subject to the provisions of Section 3.3 of our Bylaws, in an uncontested election of directors (i.e., an election where the number of nominees does not exceed the number of directors to be elected at the meeting), each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present. In any election of directors that is not an uncontested election, directors shall be elected by a plurality of the votes cast. A “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director’s election. “Abstentions” and “broker non-votes” shall not be counted as votes cast with respect to a director’s election. You may vote “FOR” or “AGAINST” any or all of the director nominees or “WITHHOLD” your vote for any or all director nominees. A properly executed proxy marked “WITHHOLD”“ABSTAIN” with respect to the election of one or more director nominees will not be voted with respect to the director or directors indicated.

•Ratification of Independent Registered Public Accounting Firm. For the approval of the ratification of the independent registered public accounting firm, the affirmative “FOR” vote of a majority of the shares represented virtually or by proxy and entitled to vote will be required. You may vote “FOR”, “AGAINST” or “ABSTAIN” for this item of business. If you “ABSTAIN”, your abstention has the same effect as a vote “AGAINST”.

Approval of Amendment to the AtriCure, Inc. 2014 Stock Incentive Plan.  For the amendment to the AtriCure, Inc. 2014 Stock Incentive Plan, the affirmative “FOR” vote of a majority of the shares represented virtually or by proxy and entitled to vote will be required. You may vote “FOR”, “AGAINST” or “ABSTAIN” for this item of business. If you “ABSTAIN”, your abstention has the same effect as a vote “AGAINST”.

Advisory Vote on Compensation of Named Executive Officers.  For the approval, on an advisory basis, of the compensation of our named executive officers, the affirmative “FOR” vote of a majority of the shares represented virtually or by proxy and entitled to vote will be required. You may vote “FOR”, “AGAINST” or “ABSTAIN” for this item of business. If you “ABSTAIN”, your abstention has the same effect as a vote “AGAINST”.

•Approval of the AtriCure, Inc. 2023 Stock Incentive Plan. For the approval of the AtriCure, Inc. 2023 Stock Incentive Plan, the affirmative “FOR” vote of a majority of the shares represented virtually or by proxy and entitled to vote will be required. You may vote “FOR”, “AGAINST” or “ABSTAIN” for this item of business. If you "ABSTAIN”, your abstention has the same effect as a vote “AGAINST”.
•Approval of Amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan. For the amendment to the AtriCure, Inc. 2018 Employee Stock Purchase Plan, the affirmative “FOR” vote of a majority of the shares represented virtually or by proxy and entitled to vote will be required. You may vote “FOR”, “AGAINST” or “ABSTAIN” for this item of business. If you "ABSTAIN”, your abstention has the same effect as a vote “AGAINST”.
•Advisory Vote on Compensation of Named Executive Officers. For the approval, on an advisory basis, of the compensation of our named executive officers, the affirmative “FOR” vote of a majority of the shares represented virtually or by proxy and entitled to vote will be required. You may vote “FOR”, “AGAINST” or
3
Table of Contents
“ABSTAIN” for this item of business. If you “ABSTAIN”, your abstention has the same effect as a vote “AGAINST”.
If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” all of the nominees to the Board, “FOR” ratification of the independent registered public accounting firm, “FOR”"FOR" the approval of the AtriCure, Inc. 2023 Stock Incentive Plan, "FOR" the amendment to the AtriCure, Inc. 20142018 Employee Stock IncentivePurchase Plan, “FOR” the approval of the compensation of our named executive officers and in the discretion of the proxy holders on any other matters that properly come before the meeting).

What is a “broker non-vote”?

Under the rules that govern brokers who have record ownership of shares that are held in street name for their clients who are the beneficial owners of the shares, brokers have the discretion to vote such shares on routine matters. The ratification of the appointment of an independent public accounting firm (Proposal 2) is considered a routine matter. Your broker, therefore, may vote your shares in its discretion on this routine matter if you do not instruct your broker how to vote on them. If a matter is not considered routine, then your broker is prohibited from voting your shares on the matter unless you have given voting instructions on that matter to your broker.

Because Proposal 1 (election of directors), Proposal 3 (approval of the AtriCure, Inc. 2023 Stock Incentive Plan), Proposal 4 (amendment to the AtriCure, Inc. 20142018 Employee Stock IncentivePurchase Plan), and Proposal 45 (advisory vote on compensation of named executive officers) are not considered routine, brokers holding shares for their customers will not have the ability to cast votes with respect to Proposals 1, 3, 4 and 45 unless they have received instructions from their customers. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your votes with respect to Proposals 1, 3, 4 and 45 are counted. Your broker, therefore, will need to return a proxy card without voting on Proposals 1, 3, 4 and 45 if you do not give voting instructions with respect to these matters. This is referred to as a “broker non-vote”.

3

Table of Contents

How are “broker non-votes” counted?

Broker non-votes will be counted for the purpose of determining the presence of a quorum for the transaction of business, but they will not be counted in tabulating the voting result for any particular proposal.

How are abstentions counted?

If you return a proxy card that indicates an abstention from voting, the shares represented will be counted for the purpose of determining both the presence of a quorum and the total number of shares represented and entitled to vote with respect to a proposal (other than with respect to the election of directors), but they will not be voted on any matter at the meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” for Proposals 2, 3, 4 and 4.

5.

What happens if additional matters are presented at the meeting?

Other than the fourfive proposals described in this proxy statement, we are not aware of any other business to be acted upon at the meeting. If you grant a proxy, the persons named as proxy holders, Michael H. Carrel (our President and Chief Executive Officer) and M. Andrew WadeAngela L. Wirick (our Chief Financial Officer), will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by our Board.

Who will serve as inspector of election?

The Secretary of the Company will tabulate the votes and act as inspector of election at the meeting.

What should I do in the event that I receive more than one set of proxy/voting materials?

You may receive more than one set of these proxy materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For instance, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. In addition, if you are a stockholder of record and your shares are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all of your shares are voted.

4
Table of Contents
Who is soliciting my vote, and who will bear the costs of this solicitation?

Your vote is being solicited on behalf of the Board, and the Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement. In addition to these mailed proxy materials, our directors and employees may also solicit proxies virtually, by telephone, by e-mail or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We may also engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be material.

Where can I find the voting results of the meeting?

We intend to announce preliminary voting results at the meeting and publish final results in a Current Report on Form 8-K to be filed with the United States Securities and Exchange Commission within four business days after the meeting.

4

Table of Contents

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

As a stockholder, you may be entitled to present proposals for action at a future meeting of stockholders, including director nominations.

•Stockholder Proposals: For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting to be held in 2021 (20212024 (2024 Annual Meeting), the written proposal must be received by the Secretary of AtriCure at our principal executive offices no earlier than November 9, 202012, 2023 and no later than December 9, 2020.12, 2023. However, if the date of our 20212024 Annual Meeting changes by more than 30 days from the date of the meeting, then your notice must be received no later than the close of business on the later of (i) the 150th day prior to the date of the 20212024 Annual Meeting or (ii) the 10th day following the date we make a public announcement of the date of the 20212024 Annual Meeting. Any notices delivered outside of these dates shall be considered untimely. Such proposals must provide the information required by our Bylaws and also must comply with the requirements of Regulation 14A of the Securities Exchange Act of 1934 and any other applicable rules established by the SEC. Proposals should be addressed to:

to cfo@atricure.com or:

AtriCure, Inc.

Attn: Secretary

7555 Innovation Way

Mason, Ohio 45040

•Nomination of Director Candidates: You may propose director candidates for consideration by our Board. Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to our Secretary at the address set forth above. In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director at an annual meeting, the stockholder must provide the information required by our Bylaws, as well as a statement by the nominee consenting to being named as a nominee and to serve as a director if elected. In addition, the stockholder must give timely notice to our Secretary in accordance with the provisions of our Bylaws, which require that the notice be received by our Secretary no earlier than November 9, 202012, 2023 and no later than December 9, 2020.

13, 2023. In order to comply with the universal proxy rules, stockholders who intend to solicit proxies for the 2024 Annual Meeting in support of director nominees other than AtriCure's nominees must provide notice to AtriCure that sets forth the information required by Exchange Act Rule 14a-19 not later than March 25, 2024.

•Copy of Bylaw Provisions: You may contact our Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Our Bylaws also are filed as an exhibit to our Annual Report on Form 10-K filed with sec.gov.

5

Table of Contents

PROPOSAL

PROPOSAL ONE—ELECTION 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 tennine directors: Michael H. Carrel, Mark A. Collar, Scott W. Drake, Daniel P. Florin, Regina E. Groves, B. Kristine Johnson, Mark R. Lanning, Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, and Robert S. White and Maggie Yuen, each of whose terms expire at this meeting. Ms. Prange
Mark A. Collar, an existing member of the Board, is not a nominee for re-election at the 2023 Annual Meeting. We wish to thank Mr. Collar for his service and Mr. Florin were appointed by our Board to serve as directors effective December 4, 2019.

many important contributions during his 14 year tenure.

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, Mark A. Collar, Scott W. Drake, Daniel P. Florin, Regina E. Groves, B. Kristine Johnson, Mark R. Lanning, Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, and Robert S. White.White and Maggie Yuen. If elected, these nominees will hold office as directors until our 20212024 Annual Meeting and until their respective successors are elected and qualified or until their earlier death, resignation or removal.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Committee Membership+

Name

 

Age

 

Director Since

 

Independent

 

Audit

 

Compensation

 

Compliance, Quality, and Risk

 

Nominating and Corporate Governance

 

Strategy

Michael H. Carrel

 

49

 

2012

 

No

 

 

 

 

 

 

 

 

 

 

Mark A. Collar

 

67

 

2008

 

Yes

 

 

 

X

 

 

 

C

 

 

Scott W. Drake

 

52

 

2013

 

Yes

 

 

 

 

 

 

 

X

 

 

Daniel P. Florin

 

55

 

2019

 

Yes

 

X*

 

 

 

X

 

 

 

 

Regina E. Groves

 

61

 

2017

 

Yes

 

 

 

 

 

C

 

 

 

X

B. Kristine Johnson

 

68

 

2017

 

Yes

 

X

 

X

 

 

 

 

 

X

Mark R. Lanning

 

65

 

2006

 

Yes

 

X*

 

C

 

 

 

 

 

 

Karen N. Prange

 

56

 

2019

 

Yes

 

 

 

X

 

 

 

X

 

 

Sven A. Wehrwein

 

69

 

2016

 

Yes

 

C*

 

 

 

X

 

 

 

 

Robert S. White

 

58

 

2013

 

Yes

 

 

 

 

 

X

 

X

 

C

2019 Meetings

 

 

 

 

 

 

 

5

 

6

 

6

 

4

 

4

Committee Membership
NameAgeDirector SinceIndependentAuditCompensationCompliance, Quality, and RiskNominating and Corporate GovernanceStrategy
Michael H. Carrel522012No
Regina E. Groves642017YesX*CX
B. Kristine Johnson712017YesXX
Karen N. Prange592019YesCX
Deborah H. Telman582021YesXX
Sven A. Wehrwein722016Yes C*X
Robert S. White612013YesXCC
Maggie Yuen512021YesX*
C = Chair

* = Board designated "audit committee financial expert" under SEC rules

+ = Effective February 21, 2020, Ms. Prange joined the Compensation and Nominating and Corporate Governance Committees, and Mr. Florin joined the audit and Compliance, Quality, and Risk Committees. Ms. Johnson’s service on the Audit Committee ended effective April 1, 2020.

rules.

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 23, 2020.27, 2023. 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 served asbeen President, Chief Executive Officer and director since November 2012. Since joining AtriCure, Mr. Carrel has fostered a patient-first company approachmission 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;management, and continue to expand its market presence within Europeglobally. These investments have driven significant growth in AtriCure's revenue from $82 million in 2013 to $330 million in 2022, and Asia; and grow the global employee baseallowed us to help over 139,000 patients worldwide in 2022. Further, market cap has increased from 200$115 million to over 700 employees.approximately $2 billion at December 31, 2022 under his leadership. In addition, during Mike’sMr. 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 served aswas President and Chief Executive Officer of Vital Images, Inc., a publicly-traded medical imaging software company thatwhich was successfully sold to Toshiba in 2011.Medical Systems Corporation. Prior to Vital Images,
6
Table of Contents
Mr. Carrel was President and CEO of Zamba Corporation, a publicly-traded technology company, and Chief Financial Officer of NextNet Wireless, a privately-held provider of non-line-of-sight plug and play broadband wireless access systems. Inc., which also had successful acquisition exits.
Mr. Carrel recentlyis Board Chair of Axonics, Inc., a publicly traded company and global leader in medial devices for incontinence therapies, and he has served as a directoron the Board of Lombard Medical until acquired by MicroPort Scientific Corporation in 2018.Axonics since 2019. Mr. Carrel currently servesis also the Chair of Big Brothers Big Sisters of America and has served on the boardBoard since 2021, and he has served on the Board of the Medical Device Manufacturers Association (MDMA) and Axonics Modulation Technologies, Inc. a medical device company focused on the treatment of urinary and

6

Table of Contents

bowel dysfunction.since 2017. Mr. Carrel holds a B.S. in Accounting from The Pennsylvania State University and an M.B.A. from The Wharton School at the University of Pennsylvania.

Mr. Carrel’sCarrel 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 experienceand competitive landscape qualify him to serve on our Board of Directors.

Mark A. Collar. Mr. Collar has served as one of our directors since February 2008. Mr. Collar is the owner of Collar, Ltd., an investment and consulting business. Mr. Collar retired in 2008 as an officer within the Procter and Gamble Company where his roles included President of the Global Pharmaceuticals and Personal Health business. Mr. Collar joined Procter and Gamble in 1975 as a sales representative, then moved into advertising, and subsequently assumed roles of progressive responsibility within the Health and Personal Care, Beauty Care, New Business Development, Pharmaceuticals and Personal Health Care Products divisions over his 32-year career. Mr. Collar recently served as a director of First Financial Bancorp; Enable Injections, a privately-held start-up company focusing on high volume injection devices for biologic drugs; and as Chairman and Director of Marketing at TTRC, LLC (Invisible Ink Tattoo Removers), a national tattoo removal chain. Mr. Collar also serves in director and advisory roles in several philanthropic, academic and economic development organizations. Mr. Collar received his B.S. from Northern Illinois University.

Mr. Collar brings a wealth of knowledge from his 32 years at Procter and Gamble, including marketing, competitive analysis, operations, mergers and acquisitions, financial management, sales corporate strategy, risk management, regulatory, and quality control. Mr. Collar’s leadership roles in a number of organizations, including his prior membership on the board of another publicly traded company, provide us with insights into a number of opportunistic fields as well as dealing with government officials and agencies, executive compensation and corporate governance matters. 

Scott W. Drake. Mr. Drake has served as one of our directors since September 2013 and as the Chairman of the Board since May 2018.  Mr. Drake currently serves as the President and Chief Executive Officer of ViewRay, a publicly-held medical device company with global operations in radiation therapy and imaging technologies. Previously, Mr. Drake was the President, Chief Executive Officer, and member of the Board of Directors of The Spectranetics Corporation from 2011 to 2017. Spectranetics, acquired by Royal Philips in August of 2017, was a publicly-held medical device company that developed, manufactured and distributed single-use medical devices used in minimally invasive procedures within the cardiovascular system. Prior to joining Spectranetics, Mr. Drake served as Senior Vice President, Operations, of DaVita, Inc., a leading U.S. provider of kidney care and dialysis. Previously, Mr. Drake spent 17 years in several leadership positions within numerous healthcare business units at Covidien. From 2006 to 2009, he was President of Covidien’s Respiratory and Monitoring Solutions Global Business Unit, a $1.5 billion business with 8,000 employees. Mr. Drake has also served on the Board of Directors for The Zayo Group Holdings, Inc. since November 2018. Mr. Drake is Chairperson of the AdvaMed Radiation Therapy Sector and a board member of the Medical Device Manufacturers Association (MDMA). Mr. Drake earned a B.S. in Business Administration from Miami University of Ohio.

Mr. Drake’s significant leadership experience in the medical device industry provides him insight into the high-level corporate governance, executive compensation, regulatory (including FDA) and business management matters that the Company and the Board consider on a regular basis and gives him skills which the Board considers as valuable for evaluating and improving the Company’s competitive position and serving as Chairman of the Board of Directors.

Daniel P. Florin.  Mr. Florin has served as one of our directors since December 2019. Mr. Florin most recently served as Executive Vice President at Zimmer Biomet Holdings, a publicly-held global leader in musculoskeletal healthcare until March 2020. He was appointed to his position in July 2019 upon announcing his intention to retire from the company. Previously he served as Executive Vice President and Chief Financial Officer of the company from June 2015 to July 2019. In addition, he served as Interim Chief Executive Officer of the company from July 2017 to December 2017. Prior to working at Zimmer Biomet, Mr. Florin was Chief Financial Officer for Biomet, Inc. until the company merged with Zimmer, Inc. and became Zimmer Biomet Holdings. Prior to working at Biomet, he held various roles at Boston Scientific, Inc., CR Bard, Inc. and Deloitte & Touche, LLP.  Mr. Florin has served on the Board of Directors of Pulmonx since January 2020.  Mr. Florin received an undergraduate degree from the University of Notre Dame and earned his M.B.A. from Boston University Executive MBA program.

Mr. Florin’s knowledge of the healthcare industry,  proficiency in evaluating mergers and acquisitions,  and significant experience as a chief financial officer and independent public accountant provides valuable skills to the Board. Mr. Florin qualifies as an “audit committee financial expert” under SEC rules.

Regina E. Groves. Ms. Groves has served as one of our directors since March 2017. Ms. Groves currently serves as the Chief Operating Officer and a board member of Stimwave Technologies,the Board of Directors of Fulgent Genetics, Inc., a publicly traded company that provides technology-based genetic testing and therapeutics, and Advanced NanoTherapies, Inc., a privately held medical device company. company addressing challenges of vascular disease. Most recently, Ms. Groves was theheld multiple interim leadership roles at Stimwave, LLC, including Chief Financial Officer and Chief Operating Officer. Ms. Groves also served as a director at Stimwave, LLC from July 2019 to December 2022. Before her roles at Stimwave, LLC, Ms. Groves served as 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 from September 2015 to March 2019.applications. Prior to joining REVA Medical, Ms. Groves served asshe held multiple positions at Medtronic, Inc., a leading global medical technology company from 2002 to 2015. As Vice President and General Manager of the AF Solutions, Cardiac Rhythm and Heart Failure division, of Medtronic, Inc., a leading global medical technology company. In this position, she successfully developed and executed strategies to

7

Table of Contents

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 leadershipis an expert in enterprise risk assessment and mitigation and possesses functional experience managing growing businesses, achieving sustainable revenue growth, driving operational improvementsin strategy, finance, sales, Afib, manufacturing operations and managing quality and regulatory (including FDA)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 Compliance, Qualityvarious committees. Ms. Groves holds a CERT Certificate in Cybersecurity Oversight and Risk Committee and Strategy Committee.

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. Johnsonis President and a General Partner of Affinity Capital Management, a venture capital firm that investshas invested primarily in seed and early-stage health care companies in the United States. She has held this positionStates, since 2000. Prior to joining Affinity Capital Management, in 1999, Ms. Johnson was Senior Vice President and 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 several publicly traded med-tech companies: ClearPoint Neuro, Inc., formerly MRI Interventions.Interventions, ViewRay, Inc. and Paragon28, Inc. She also serves as the board chair ofa director for the University of Minnesota Foundation Investment Advisors, as well as serving on the boards of several private entities.Advisors. She previously served as 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 Spectranetics, Corporation,Inc., which was acquired by Philips,Royal Philips; ADC Telecommunications, Inc. which was acquired by Tyco Electronics,Electronics; and Pentair.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 particularly its Strategy, Compensation and Audit Committees, with valuable insights and knowledge, both from a client and public company perspective, particularly in matters related to mergers and acquisitions, transactions, executive compensation, corporate governance and financial reporting.

Mark R. Lanning, C.P.A. Mr. Lanning has served as one of our directors since February 2006. Mr. Lanning currently is a financial consultant and a principal of the Lanning CPA Group. Previously Mr. Lanning served as Vice President-Finance and Chief Financial Officer of Frisch’s Restaurants from 2011 to 2016. During his tenure with Frisch’s, Mr. Lanning led the process of transforming then publicly-traded Frisch’s to a privately-held company which included the strategic disposition of major operations. Prior to joining Frisch’s, Mr. Lanning served in various roles, including Vice President, Investor Relations Officer and Treasurer of publicly-traded Hillenbrand, Inc., Hill-Rom, Inc. and Hillenbrand Industries, diversified leaders in the healthcare equipment, funeral services, and material handling industries. Mr. Lanning also spent twelve years in increasing positions of responsibility with Ernst & Whinney (now EY). Mr. Lanning, a Certified Public Accountant, is a past member of the Governing Council of the American Institute of CPAs (AICPA), is  a past Chairman and Board member of the Indiana CPA Society and has served on the boards of several charitable and educational institutions over the years. Mr. Lanning received his B.S. in Accounting from Ball State University.

As a Certified Public Accountant, Mr. Lanning developed significant experience in preparing, auditing and evaluating financial statements and dealt with broad strategic and complex financial, accounting and reporting issues comparable to those of the Company, which qualifies him as an “audit committee financial expert” under SEC rules. His experience as an executive officer of public companies has given him significant experience in executive compensation matters.

medical technology.

Karen N. Prange. Ms. Prange has served as one of our directors since December 2019. Ms. Prange currently is a strategic advisor of Nuvo Group Ltd. and serves on the boards of Nevro Corp., WSAudiology, ViewRay, Inc. and Embecta Corp. She previously served as on the Board of Directors of Cantel Medical Corp. which was acquired by Steris Corp. .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, and a member of the Executive Committee.Inc.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 led the Urology and Pelvic Health business for Boston Scientific, Inc. from
7
Table of Contents
2012 to 2016 and served as General Manager of the Micrus Endovascular and Codman Neurovascular business at Johnson & Johnson Company. Ms. Prange serves on the boards of Cantel Medical Corp.,  Nevro Corp. and WSAudiology and is a strategic advisor of Nuvo Group Ltd. 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’s other public medical device board service and her extensive experience in commercial and operational roles in healthcare companies, including managing innovation pipelines and acquiring and integrating companies, are beneficial to the management team and the BoardBoard.
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 its Compensation Committee.  

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. During his 35-plus yearsWith more than three decades in accounting and finance, Mr. Wehrwein has

8

Table of Contents

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 the Chairmana member of the Board of Directors of Proto Labs, Inc., a custom prototype manufacturer and as a member of the Board of Directors of 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., Vital Images and Vital Images.Nonin Medical, Inc. Mr. Wehrwein holds a B.S. in Business from Loyola University of Chicago and an M.S. in Management from the Sloan School, MIT.

Mr. Wehrwein’s qualifications to serve on our Board of Directors include, among other skills and qualifications, his capabilities in financial understanding, strategic planning and auditing expertise, given

Given his experiences in investment banking and in financial leadership positions.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 ChairmanChair of the Audit Committee, Mr. Wehrwein also keeps the board abreastBoard 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.

Robert S. White. Mr. White has served as one of our directors since March 2013. Mr. White is an operating partnerOperating Partner of EW Healthcare Partners since May 2018. Most recently,Previously, Mr. White served as President and Chief Executive Officer of Entellus Medical, Inc., which was acquired by Stryker Corporation in February 2018, 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. Mr. White served as, including President of Medtronic Kyphon following its $3.9 billion acquisition of the spinal treatment business. During his time with Medtronic, Mr. White also served asbusiness; President of Physio ControlControl; 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 recentlycurrently serves on the Board of Directors of TissueTech, Inc., a privately held parent company of Bio-Tissue, Inc. and Amniox Medical, Inc., that 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, and Cardiac Dimensions, a privately-held company that develops and markets treatment modalities to address heart failure and related cardiovascular conditions. 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 a privately-held company that develops and markets products capable of adhering tissues, promoting healing, preventing fluid and air leaks, and reducing infections, until it was acquired(acquired by Stryker Corporation in October 2018. Mr. White also served on the Board of Directors of2018) and Novadaq a publicly-traded provider of clinically relevant imaging solutions for use in surgical and diagnostic procedures, until it was acquired(acquired by Stryker Corporation in June 2018.2018). Mr. White holds a B.S. in Aerospace Engineering from the University of Missouri-Rolla and an M.B.A. from Cornell University.

8
Table of Contents
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, particularly through his leadershipAtriCure.
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 Board’s Strategy Committee,manufacturing, medical devices and enhancelife science industries. Over the Board’s capacitiescourse of her career, she has developed financial and operational expertise at both multi-billion 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 business development initiatives, regulatory complianceAccounting, Masters of Accountancy and corporate governance.

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.
Board of Directors’ Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.

9

Table of Contents

CORPORATE

CORPORATE GOVERNANCE AND BOARD MATTERS

Board Leadership Structure

The Company has separate Chief Executive Officer and Board ChairmanChair positions. Mr. DrakeMs. Johnson serves as our Chairman of the Board and presidesChair, presiding over Board meetings and providesproviding the Company with the benefit of hisher appreciation for and understanding of the risks associated with the Company’sCompany's business, andas 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.

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 ChairmanChair 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 ChairmanChair 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.

Board Refreshment Initiative

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 engaging in a Board refreshment initiative.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 usedcontinues to use the Board and Committee evaluation processes to address the Board refreshment initiative and also consideredconsiders diversity a priority. The National Association of Corporate Directors (NACD) recognized us as the priority of diversity.  In December 2019, we expanded the sizewinner of the Board to ten members, announcing2022 Diversity, Equity & Inclusion Award in the appointmentSmall 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 practices. We believe that the diversity of Daniel P. Florin and Karen N. Prange to theour Board of Directors.

Directors helps to set the “tone at the top” for our DE&I initiatives.

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 Board also has set an age limit of 75 for directors, provided that directors turning 75 shall be permitted to serve the remainder of their term. The Board, through recommendation by the Nominating and Corporate Governance Committee or otherwise, may waive the application of this age limit on a case by case basis. 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
10
Table of Contents
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

10

Table of Contents

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.

Director

Director Diversity, Skills and Qualifications

The Board has been focused on attaining a high level of gender diversity. As of the date of this proxy statement, 56% of the Company's Board of Directors were women. In addition the Company meets NASDAQ's board diversity objectives.
Board Diversity Matrix as of December 31, 2022
Board Size:
Total Number of Directors9
Gender:MaleFemaleNon-BinaryGender Undisclosed
Number of directors based on gender identity45——
Number of directors who identify in any of the categories below:
African American or Black—1——
Alaskan Native or American Indian————
Asian—1——
Hispanic or Latinx————
Native Hawaiian or Pacific Islander————
White43——
Two or More Races or Ethnicities————
LGBTQ+—
Undisclosed—
The following is a summary of relevant skills and qualifications of our existing directors.



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Board of Directors Demographics

Independence

 

90% 

 

Independent

 

10% 

 

Non-independent

 

 

 

 

Gender Diversity

 

70% 

 

Men

 

30% 

 

Women

 

 

 

 

Age

 

30% 

 

< 55 years

 

20% 

 

56 - 60 years

 

50% 

 

61 -70 years

Tenure

 

50% 

 

< 5 years

 

30% 

 

5-10 years

 

20% 

 

> 10 years

Diverse Range of Qualifications and Skills Represented by Our Nominees

Mergers & Acquisitions

Atrial Fibrillation

Sales & Marketing

Service on Public Boards

Strategy

Strategy

CEO Experience

Finance & SOX Compliance

FDA

FDA

Risk Management

Medical Payment & Reimbursement

Growth Companies & Investment

Investment

Medical Devices

Corporate GovernanceHuman Capital ManagementCybersecurity Oversight

Independence

Independence of the Board

The Nasdaq StockNASDAQ Global Market (Nasdaq)(NASDAQ) listing standards require that a majority of the members of a listed company’s board of directors qualify as “independent”, as affirmatively determined by the board of directors. OurCurrently, our Board consists of the following tennine directors: Scott W. Drake (Chairman), Michael H. Carrel, Mark A. Collar, Daniel P. Florin, Regina E. Groves, B. Kristine Johnson Mark R. Lanning,(Chair), Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, and Robert S. White.White and Maggie Yuen. Our Board has affirmatively determined that each of the directors and nominees, other than Michael H. Carrel, our President and Chief Executive Officer, is independent under the listing standards established by Nasdaq.

NASDAQ.

As required under the NasdaqNASDAQ listing standards, our non-management directors meet in regularly scheduled executive sessions at which only independent directors are present.

Mee

11
tingsTable of the Board and Contents
Committees of the Board

During 2019, the Board held seven meetings. The Audit Committee held five meetings, the Compensation Committee held six meetings, the Compliance, Quality and Risk Committee held six meetings, the Nominating and Corporate Governance Committee held four meetings and the Strategy Committee held four meetings.

Our directors are strongly encouraged to attend the Company’s annual meeting of stockholders. All of our directors attended the 2019 Annual Meeting. All of our directors attended at least 75% of the aggregate of all Board meetings and meetings of Committees on which such directors served during 2019.

Committees of the Board

Our Board has five standing committees: the Audit Committee; the Compensation Committee; the Compliance, Quality and Risk Committee; the Nominating and Corporate Governance Committee; and the Strategy Committee. Each committee has a written charter which is available on our website at ir.atricure.com under “Corporate Governance”. From time to time, our Board may also appoint committees for special purposes.

Audit Committee. Our Audit Committee is responsible

The following table lists the number of times each committee met in 2022, the major responsibilities, and the current membership for overseeing our financial controls, annual auditeach committee. The table on page 6 and financial reportingthe notes thereto describe changes in membership and reviewschair positions effective as of the effectivenessdate of our internal control over financial reporting and accounting and reporting practices and procedures with our management and our independent registered public accountants. In addition, this Committee reviews the qualifications of our independent registered public accountants, is responsible for theirAnnual Meeting.
Committee /
Meetings
Committee MembersKey Responsibilities
Audit
6 meetings
Regina E. Groves
Sven A. Wehrwein (chair)
Maggie Yuen
•Responsible for the appointment, compensation, retention and oversight and oversight of our independent registered public accounting firm; reviews the scope, fees and results of activities related to audit and non-audit services.
•Oversees our financial controls, annual audit and financial reporting.
•Reviews the effectiveness of our internal control over financial reporting and accounting and reporting practices and procedures with our management and our independent registered public accountants.
Compensation Committee
7 meetings
Mark A. Collar
B. Kristine Johnson
Karen N. Prange (chair)
Deborah H. Telman
•Assists the Board in overseeing the Company’s management compensation policies and practices.
•Determines and approves the compensation of our Chief Executive Officer.
•Reviews and approves compensation levels for our other executive officers, management incentive compensation policies and programs, equity compensation programs for employees and exercises discretion in the administration of those programs.
•Reviews with management our disclosures under “Compensation Discussion and Analysis”, or CD&A, and produces an annual report on executive compensation that contains a recommendation with respect to inclusion of the CD&A in our filings with the SEC.
•Recommends the amounts and form of compensation for non-management directors for their service on the Board and committees.
Compliance, Quality & Risk Committee
4 meetings
Regina E. Groves (chair)
Sven A. Wehrwein
Robert S. White
•Responsible for providing ongoing oversight over our Code of Conduct, compliance with applicable U.S. Food and Drug Administration and international requirements and other compliance activities which present significant regulatory risk to us.
•Assists the Board in evaluating the effectiveness of our compliance program.
•Oversees the Company’s quality systems and compliance, legal and enterprise risk management and control activities.
•Oversees compliance with data security and privacy laws, including matters related to data protection and patient and consumer privacy.
12
Table of Contents
Nominating and Corporate Governance Committee
4 meetings
Mark A. Collar (chair)
Karen N. Prange
Deborah H. Telman
Robert S. White
•Responsible for reviewing and making recommendations on the composition of our Board and selection of directors.
•Periodically assesses the functioning of our Board and its committees and makes recommendations to our Board regarding corporate governance matters and best practices.
•Periodically reviews the environmental and social responsibility policies and practices and reporting of the topics.
•Responsible for ensuring there is an effective succession plan for the Company’s CEO, which addresses a short-term or unexpected loss of our CEO.
•Annually discusses long-term executive succession.
Strategy Committee
2 meetings
Regina E. Groves
B. Kristine Johnson
Robert S. White (chair)
•Responsible for assisting the Board in carrying out its oversight responsibilities, from time to time as needed, relating to potential mergers, acquisitions, divestitures, joint ventures and other key strategic transactions outside the ordinary course of the Company’s business, in each case other than any transaction involving a sale or change of control of the Company.
The composition of the Compensation; Compliance, Quality and Risk; Nominating and Governance; and Strategy Committees satisfies the independence requirements of NASDAQ. Our Board has determined that each member of the Audit Committee meets the independence and financial literacy requirements of the NasdaqNASDAQ rules and the independence requirements of the SEC. Our Board has also determined that Daniel P. Florin, Mark R. Lanning andRegina E. Groves, Sven A. Wehrwein, and Maggie Yuen each qualify as an “audit committee financial expert”, as defined in SEC rules.

11

Table of Contents

Compensation Committee. The Compensation Committee’s principal responsibility isOur directors are strongly encouraged to assist the Board in overseeingattend the Company’s management compensation policies and practices. Responsibilities include determining and approving the compensationannual meeting of stockholders. All of our Chief Executive Officer; reviewing and approving compensation levels fordirectors attended the 2022 Annual Meeting. All of our other executive officers, reviewing and approving management incentive compensation policies and programs; reviewing and approving equity compensation programs for employees and exercising discretion in the administration of those programs; reviewing with management our disclosures under “Compensation Discussion and Analysis,” or CD&A, and producing an annual report on executive compensation that contains a recommendation with respect to inclusiondirectors attended at least 75% of the CD&A in our filings with the SEC. The compositionaggregate of theall Board meetings and meetings of Committees on which such directors served during 2022.

Director Compensation Committee satisfies the independence requirements of Nasdaq.

Compliance, Quality and Risk Committee. The Compliance, Quality and Risk Committee is responsible for providing ongoing oversight over our Code of Conduct, compliance with applicable U.S. Food and Drug Administration and international requirements and other compliance activities which present significant regulatory risk to us, assisting the Board in evaluating the effectiveness of our compliance program, overseeing the Company’s quality systems and overseeing compliance, legal and enterprise risk management and control activities. The composition of the Compliance, Quality and Risk Committee satisfies the independence requirement of Nasdaq.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations on the composition of our Board and selection of directors, periodically assessing the functioning of our Board and its committees and making recommendations to our Board regarding corporate governance matters and practices. The composition of the Nominating and Corporate Governance Committee satisfies the independence requirements of Nasdaq.

The Nominating and Corporate Governance Committee also is responsible for ensuring there is an effective succession plan for the Company’s CEO. Our succession plan addresses a short-term or unexpected loss of our CEO, and the Nominating and Corporate Governance Committee annually discusses long-term executive succession.

Strategy Committee. The Strategy Committee is responsible for assisting the Board in carrying out its oversight responsibilities relating to potential mergers, acquisitions, divestitures, joint ventures and other key strategic transactions outside the ordinary course of the Company’s business, in each case other than any transaction involving a sale or change of control of the Company. The composition of the Strategy Committee satisfies the independence requirements of Nasdaq.

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 years. The peer group used is consistent with the peer group used to benchmark the compensation of the Company’s executive officers. There were no changes to the director compensation program in 2019.  During 2019 we paid an annual retainer, to our non-employee directors of $50,000. We also paid an additional $50,000 retainer to the Chairman of the Board.three years. Each non-employee director receives additional retainers for service as follows:
Director Compensation
Annual Cash Retainer$50,000 
Additional Cash Retainer to Chair of the Board50,000 
Annual Stock Retainer(1)
150,000 
 
Committee
Chair Retainer(2)
Membership Retainer
Audit$20,000 $10,000 
Compensation15,000 7,500 
Compliance, Quality and Risk15,000 7,500 
Nominating and Corporate Governance10,000 5,000 
Strategy10,000 7,500 
(1)Reflects restricted stock granted on the committees as follows:

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. The annual stock retainer was increased from $125,000 to $150,000 in 2022.



 

 

 

 

 

 



 

 

 

 

 

 

Committee

 

Chair Retainer(1)

 

Membership Retainer

Audit

 

$

20,000 

 

$

10,000 

Compensation

 

 

15,000 

 

 

7,500 

Compliance, Quality and Risk

 

 

10,000 

 

 

7,500 

Nominating and Corporate Governance

 

 

10,000 

 

 

5,000 

Strategy

 

 

10,000 

 

 

7,500 

(1)(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. In addition,grant and vesting annually over a three-year period in lieu of the annual grants to non-employee directors are approximately $125,000 of restricted stock immediately after eachretainer. All Board members elected at a subsequent annual meeting of stockholders if such person is serving as a non-employee director at such time either by virtue of being re-elected. The annual grants are valued atgranted the closing price on the date of the annual meeting of stockholders. The annual grants generally will vest in full on the one-year anniversary of the date of grant, and the initial grants will generally vest annually over a three-year period. 

Annual Stock Retainer.

12

13

Table of Contents

Director Compensation Table

The following table summarizes compensation earned by our non-employee directors for the year ended December 31, 2019.

2022.



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Name

 

Fees Earned
or Paid in
Cash ($)

 

Stock Awards ($)(1)(2)

 

Total ($)

 

Mark A. Collar 

 

$

67,500 

 

$

124,978 

 

$

192,478 

 

Scott W. Drake 

 

 

105,000 

 

 

124,978 

 

 

229,978 

 

Daniel P. Florin

 

 

3,804 

 

 

174,994 

 

 

178,798 

 

Regina E. Groves

 

 

72,500 

 

 

124,978 

 

 

197,478 

 

B. Kristine Johnson

 

 

75,000 

 

 

124,978 

 

 

199,978 

 

Mark R. Lanning 

 

 

75,000 

 

 

124,978 

 

 

199,978 

 

Karen N. Prange

 

 

3,804 

 

 

174,994 

 

 

178,798 

 

Sven A. Wehrwein

 

 

77,500 

 

 

124,978 

 

 

202,478 

 

Robert S. White 

 

 

72,500 

 

 

124,978 

 

 

197,478 

 

NameFees Earned or 
Paid in Cash ($)
Stock Awards ($)(1)
Total ($)
Mark A. Collar $67,500 $149,973 $217,473 
Regina E. Groves82,500 149,973 232,473 
B. Kristine Johnson115,000 149,973 264,973 
Karen N. Prange70,000 149,973 219,973 
Deborah H. Telman58,200 149,973 208,173 
Sven A. Wehrwein77,500 149,973 227,473 
Robert S. White 72,500 149,973 222,473 
Maggie Yuen60,000 149,973 209,973 
(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 2019.

(2)The table below sets forth those non-employee directors for the year ended December 31, 2019 who had restricted stock or stock options outstanding as of December 31, 2019 and the number outstanding as of that date.

2022.



 

 

 

 



 

 

 

 

Name

 

Outstanding Stock Awards (#)

 

Outstanding Option Awards (#)

Mark A. Collar 

 

4,208 

 

70,000 

Scott W. Drake 

 

4,208 

 

80,000 

Daniel P. Florin

 

5,902 

 

 —

Regina E. Groves

 

7,364 

 

 —

B. Kristine Johnson

 

7,364 

 

 —

Mark R. Lanning 

 

4,208 

 

70,000 

Karen N. Prange

 

5,902 

 

 —

Sven A. Wehrwein

 

4,208 

 

50,000 

Robert S. White 

 

4,208 

 

80,000 

Corporate

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to promote the effective functioning of the Board and its Committees, to promote the interests of stockholders and to create a common set of expectations as to how the Board, its Committees, individual directors and management should perform their respective functions. The Board believes that ethics and integrity cannot be legislated or mandated by directive or policy and that the ethics, character, integrity and values of our directors and management remain a critical safeguard in quality corporate governance. The Corporate Governance Guidelines establish the practices the Board will follow with respect to, among other practices, board composition and selection of board nominees, director responsibilities, chief executive officer evaluation, management development and succession planning, director compensation, board committees and annual board and committee performance evaluations. A copy of the Corporate Governance Guidelines is available on our website at ir.atricure.com under “Corporate Governance”.

13

Table of Contents

Code of Conduct

AtriCure is committed to maintaining the highest standards of business conduct and ethics. Our Code of Conduct reflects our values and the business practices and principles of behavior that support this commitment. Our Code of Conduct is an integral part of our business conduct compliance program and embodies our commitment to conduct operations in accordance with the highest legal and ethical standards. In 2021, we updated our Code of Conduct to further demonstrate our commitment to ensuring it is relevant to our day-to-day work. The Code of Conduct applies to all of our officers, directors and employees. Each officer, director and employee receives training when onboarded and annually thereafter and is responsible for acknowledging, understanding and complying with the Code of Conduct. The Code of Conduct is supplemented by an additional Code of Ethics for the Chief Executive Officer and senior financial employees.Senior Financial Officers. The Code of Ethics is applicable to our Chief Executive Officer, Chief Financial Officer and any director level or higher employeekey finance employees with responsibility or authority for financial control, oversight or reporting matters. Each code is available on our website at ir.atricure.com under “Corporate Governance”. We will post any amendments to either code, as well as any waivers that are required to be disclosed by the rules of the SEC or Nasdaq,NASDAQ, on our website.

We have also adopted and implemented voluntary standards established by the Advanced Medical Technology Association (AdvaMed), a United States trade association for medical device manufacturers, governing interactions between medical device manufacturers and healthcare professionals known as the AdvaMed Code of Ethics on Interactions with Health Care Professionals (AdvaMed Code). These standards are intended to ensure that such interactions are transparent and comply with applicable laws, regulations and government guidance. The standards address interactions related to sales and marketing practices, research and development, product training and education, grants and charitable contributions, support of third-party educational conferences and consulting arrangements.

AtriCure is also a member of MedTech Europe, a voluntary trade association for the medical technology industry including diagnostics, medical devices and digital health. MedTech Europe and its members are committed to a high level of ethical business practices and have put in place strict guidelines to advise medical technology manufacturers on how to collaborate ethically with healthcare professionals (HCPs). It covers medical education and research and development. It also introduces an independent

14
Table of Contents
enforcement mechanism and transparency obligations. We have adopted the MedTech Code and incorporated its principles in our standard operating procedures, employee training programs and relationships with medical professionals.
Compensation Committee Interlocks and Insider Participation

During 20192022 and through the date of this proxy statement, none of the members of our Compensation Committee were or are an officer or employee of the Company, had or have any relationship with the Company requiring disclosure under Item 404 of Regulation S-K, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board of Directors.

Certain

Certain Relationships and Related Party Transactions

Our Audit Committee charter provides that the Audit Committee will review and discuss with management potential transactions with related parties. Related party transactions requiring Audit Committee approval include transactions that are significant in size and transactions that involve terms or aspects that differ from those which would be entered into between independent parties.

Communications with the Board of Directors

Stockholders are invited to communicate to the Board or its committees by writing to: AtriCure, Inc., ChairmanChair of the Board of Directors or the Chair of a Board committee, 7555 Innovation Way, Mason, Ohio 45040. All such stockholder communications (except for spam, junk mail, mass mailings, resumes, job inquiries, surveys, business solicitations or advertisements, or patently offensive, hostile, threatening or otherwise unsuitable or inappropriate material) will be forwarded to the specific director or directors to whom the communications are addressed.

Board’s

Board’s Role in Risk Oversight

The Board has two primary methods of overseeing risk. The first method is through our Enterprise Risk Management (“ERM”) program which provides a process which allows for full Board oversight of the most significant risks facing us. The second is through the functioning of the Board committees.

The goal of ERM is to provide an ongoing process, effected at all levels across each business unit and corporate function, to identify, assess and monitor risk, and to implement mitigating actions, if possible. Where the ERM process identifies a material risk, it will be elevated through the management team to the Board for its consideration. The Board established the Compliance, Quality and Risk Committee in 2016 to oversee management’s processes to manage our enterprise-wide risk.

Both the full Board and the Compliance, Quality and Risk Committee periodically receives and reviews presentations from management regarding the ERM process to assess whether it is functioning effectively.

Management is responsible for the day-to-day management of risks we face, while the Board, as a whole and through its committees, has the responsibility for the oversight of our risk management processes. Our Enterprise Risk Management ("ERM") program provides an ongoing process at all levels across each business unit and corporate function to identify, assess and monitor risk, and to implement mitigating actions, if possible. When the ERM process identifies a material risk, it will be elevated through the management team to the Board and the Compliance, Quality and Risk Committee for its review and consideration. Both the full Board and the Compliance, Quality and Risk Committee periodically receive and review presentations from management regarding the ERM process to assess whether it is functioning effectively.
Senior management attends regular meetings of the Board, providesproviding presentations on operations including significant risks, and is available to address any questions raised by the Board.risk exposure and mitigation activities. Specific examples of risks primarily overseen by the full Board include, but are not limited to, legal risks, competition risks, industry risks, economic risks, business operations risks, commercial and regulatory compliance risks, quality risks, cybersecurity risks, reputational risks and risks related to acquisitions and dispositions.

14

Table of Contents

Our Board committees assist the Board in fulfilling its oversight responsibilities in the ERM process.

are responsible for specific areas of risk oversight:

•The Audit Committee regularly reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. Specific examples of risks primarily overseen by the Audit Committee include, but are not limited to, risks related to preparing our financial statements, disclosure controls and procedures, internal controls over financial reporting, accounting, financial, auditing, treasury and cybersecurity risks.

risks insofar as such cybersecurity risks relate to accounting, audit and financial matters.

•The Compensation Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks arising from our compensation policies and programs.

•The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks associated with Board organization, membership and structure,structure; as well as the Company’s environmental and social responsibility policies and practices, succession planning, and corporate governance.

•The Compliance, Quality and Risk Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks relating to the Company’s Code of Conduct, compliance with applicable U.S. Food and Drug Administration requirements and international law, compliance program, cybersecurity
15
Table of Contents
and enterprise risk management and control activities.

activities except to the extent to which such functions relate to accounting, audit and financial matters for which the Audit Committee is responsible.

•The Strategy Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks relating to potential mergers, acquisitions, divestitures, joint ventures and other key strategic transactions outside the ordinary course of the Company’s business.

Our Board is apprised by the chairperson of each Board committee of significant risks and management’s responses via periodic updates at regularly scheduled Board meetings. The leadership structure of our Board supports the Board’s effective oversight of our risk management.

Board

Board Evaluations

The Board of Directors and committees conduct self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board and to determine whether the Board and its committees are functioning effectively. The Nominating and Corporate Governance Committee receives input on the Board’s performance from directors and, through its Chairman,Chair, discusses the input with the full Board and oversees the full Board’s review of its performance. The self-assessments focus on the Board’s and committees’ contribution to the Company and on areas in which the Board or management believes that the Board or any of its committees could improve. The Board and the Nominating and Corporate Governance Committee use the self-evaluations in making determinations regarding which directors will be nominated for election at the Annual Meeting. The Board and committee evaluation process also informs Board and committee composition, which includes evolution of the director skills and experience qualifications criteria to meet the current and anticipated needs of the business.

15

16

Table of Contents

MANAGEMENT

MANAGEMENT
Our directors, nominees for director and executive officers are set forth below. Information regarding our directors and director nominees is set forth above under “Proposal One—Election of Directors—Biographical Information of Directors and Director Nominees”.


Name

Age

Position

Name

B. Kristine Johnson

Age

71

Position

Board Chair

Scott W. Drake 

52

Chairman of the Board

Michael H. Carrel 

49

52

President, Chief Executive Officer and Director

Mark A. Collar 

Collar*

67

70

Director

Daniel P. Florin

55

Director

Regina E. Groves

61

64

Director

B. Kristine Johnson

68

Director

Mark R. Lanning, C.P.A. 

65

Director

Karen N. Prange

56

59

Director

Deborah H. Telman

58Director
Sven A. Wehrwein

69

72

Director

Robert S. White 

58

61

Director

M. Andrew Wade,Maggie Yuen

51Director
Angela L. Wirick, C.P.A.

45

Chief Financial Officer

Karl S. Dahlquist, J.D., C.C.E.P.

53Chief Legal Officer
Vinayak Doraiswamy, Ph.D.51Chief Scientific Officer
Justin J. Noznesky 

42

45

Senior Vice President,Chief Marketing and Business Development

Strategy Officer

Salvatore Privitera,

J.D.

53

56

Chief Technical Officer

Douglas J. Seith 

54

57

Chief Operating Officer

Deborah Yount57Chief Human Resources Officer

M. Andrew Wade,

*Not a nominee for election

Angela L. Wirick, C.P.A. was appointed Chief Financial Officer in August 2020. Immediately prior to this, Ms. Wirick served as our Vice President, Finance for four years, where she led the global accounting and finance functions of the Company and supported strategic initiatives. Ms. Wirick joined the Company in 2014 as Director, Finance. Ms. Wirick began her career in public accounting at Arthur Andersen LLP and Deloitte & Touche LLP, serving clients in a variety of industries over fourteen years. Ms. Wirick currently serves on the Business Advisory Council for the School of Business Administration at the University of Dayton. Ms. Wirick received her B.S.B.A. in Accounting from the University of Dayton and is a Certified Public Accountant.
Karl S. Dahlquist, J.D., C.C.E.P. has served as our Chief FinancialLegal Officer since January 2013. From 2007March 2019. Mr. Dahlquist joined the Company in August 2013 as Vice President, Legal and Regulatory Affairs and Chief Compliance Officer. Mr. Dahlquist began his career as a lawyer specializing in medical device litigation and regulation at an international law firm. In 1999, he left private practice to 2013,join the legal department of Medtronic, Inc., where he was Senior Counsel to the Spinal & Biologics business. Mr. Wade workedDahlquist subsequently served in various financial positions at AtriCure including Managera variety of Financial Planningsenior legal, compliance and quality management roles with St. Jude Medical, GE Healthcare and Johnson & AnalysisJohnson. He attended the University of Michigan in Ann Arbor, where he earned Bachelor of Science and Director of Finance.Juris Doctor degrees. He is a licensed attorney and a Certified Compliance & Ethics Professional (CCEP).
Vinayak Doraiswamy, Ph.D. has served as our Chief Scientific Officer since March 2021, previously serving as our Senior Vice President, Clinical, Regulatory, Medical and Scientific Affairs since March 2017. Prior to joining AtriCure, Mr. Wade held various financial positions with Macy’s Inc.he served as Vice President of Global Clinical Operations at St. Jude Medical overseeing clinical operations for over 100 clinical trials worldwide and Saks Inc. Mr. Wade startedmanaged a team of over 300 people. He spent a large portion of his career with Arthur Andersen LLP in the audit practice, serving clientsAfib market and served in various industries. Mr. Wade serves on the Boardleadership capacities, including program management, clinical affairs, strategic planning and portfolio management. Before St. Jude Medical, Dr. Doraiswamy held several positions of Directors of the Cincinnati Chapter of the American Heart Associationincreasing responsibility in marketing, field clinical engineering, IDE and previously served on the Board of the Mason, Ohio Port Authority from 2015 to July of 2019. Mr. Wadepost market clinical studies at Boston Scientific, Guidant Corporation, and Promega Corporation. Dr. Doraiswamy received his B.S.B.A.B.S. and M.S. in AccountingZoology from Xavier University and his M.B.APresidency College of Chennai, India, MBA from the OwenWisconsin School at Vanderbilt Universityof Business and is a Certified Public Accountant.

Ph.D. from North Dakota State University.

Justin J. Noznesky has served as our Chief Marketing and Strategy Officer since March 2021, having previously served as our Senior Vice President, Marketing and Business Development since March 2016, having previously served as our Vice President, Marketing and Business Development since May 2014 and as our Vice President, Corporate Development from January 2014 to May 2014. From 2004 to 2013, Mr. Noznesky held progressive financial
17
Table of Contents
and business development positions at Vital Images, Inc., a subsidiary of Toshiba Medical Systems Corporation, including Vice President, Marketing and Business Development. Prior to working for Vital Images, Mr. Noznesky worked at UnitedHealth Group in Corporate Finance and at Arthur Andersen LLP as a senior auditor. Mr. Noznesky received his B.A. from Bethel University.

Salvatore Privitera, J.D. has served as our Chief Technical Officer since January 2020 having previously served as our Chief Technology Officer since July 2017. Prior to joining AtriCure, Mr. Privitera served as Vice President of Research and Development at Bard Medical (“BMD”), a division of C.R. Bard, where he helped grow BMD to over $1 billion in global revenue. He was responsible for a broad range of clinical platforms including Therapeutic Hypothermia, Urologic Drainage, Endourology, Brachytherapy, and Home Care where they impacted over 150 million patients on an annual basis.Inc. Prior to his role at BMD, Mr. Privitera worked for AtriCure as the Vice President of Engineering and Product Development for nine years. During his tenure at AtriCure, the company grew from a small startup into a public company, and he led development of many platform technologies including the AtriClip product line and the PMA approved Isolator® Synergy™ Ablation System. Prior to AtriCure, Mr. Privitera worked at Ethicon Endo-Surgery, a Johnson and Johnson company, in a variety of research, development and operations roles for over twelve years. Since December 2020, Mr. Privitera has served on the Board of Directors of the Cincinnati Chapter of the American Heart Association. Mr. Privitera received his B.S. from the University of Buffalo, his M.B.A. from Xavier University and his J.D. from Northern Kentucky University.

Douglas J. Seith has served as our Chief Operating Officer since January 2015, having previously served as our Senior Vice President, Sales and Marketing from 2013 to 2014 and as our Vice President, United States Sales from 2011 to 2013. Since joining AtriCure in 2004 as a Regional Sales Leader, Mr. Seith has held a variety of progressive sales and sales leadership positions, including Area Director roles. Mr. Seith has over 2530 years of cardiothoracic, cardiology and general surgery sales and sales and marketing leadership experience. Prior to joining AtriCure, Mr. Seith held sales leadership and/orand sales positions with A-Med/EmoblX, Inc., where he was the Vice President of Sales, Heartport, Inc., Scimed Life Systems, a division of Boston Scientific, Inc. and Automated Instruments (a division of Unites States Surgical Corporation). Mr. Seith received his B.A. from Ohio Wesleyan University.

Deborah Yount joined AtriCure in June of 2022 as Chief Human Resources Officer. Ms. Yount has over 30 years of experience as a strategic global leader in Human Resources and Organizational Development with a strong financial management background. Prior to AtriCure, she led human resources initiatives that enhanced organizational performance for companies including Medtronic, Sirific Wireless, Texas Instruments, and Nelson Staffing Solutions. She holds a master’s degree in Human Resources and Organizational Development from University of San Francisco and a bachelor's degree in Social Science from Sonoma State University, as well as several Human Resources certifications. She has served on the Board of Directors for the North Bay Leadership Council, as well as The Volunteer Center of Sonoma County.

16

18

Table of Contents

PROPOSAL TWO—TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Deloitte & Touche LLP as the independent registered public accounting firm to perform the audit of the Company’s financial statements for the year ending December 31, 2020.2023. Deloitte & Touche LLP has audited the Company’s financial statements since 2002.

The Board is asking the stockholders to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.2023. Although not required by law, the rules of NasdaqNASDAQ or the Company’s Bylaws, the Board is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee may reconsider whether it should appoint another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from the Company’s stockholders.

Board of Directors’ Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020.

Audit2023.

Audit and Non-Audit Services

The Audit Committee is directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm. In addition to retaining Deloitte & Touche LLP to audit the Company’s financial statements for 2019,2022, the Audit Committee retained Deloitte & Touche LLP to provide audit-related and non-audit services in 2019.2022. The Audit Committee understands the need for Deloitte & Touche LLP to maintain objectivity and independence in its audits of the Company’s financial statements. The Audit Committee has reviewed all non-audit services provided by Deloitte & Touche LLP in 2019 and has concluded that the provision of such services was compatible with maintaining Deloitte & Touche LLP’s independence in the conduct of its auditing functions. The Audit Committee evaluates Deloitte’s qualifications, performance and independence and presents its conclusions to the full Board on an annual basis.

The aggregate fees billed or to be billed by Deloitte & Touche LLP for audit services provided to the Company for 20192022 and 20182021 and billed related to other services provided during 20192022 and 20182021 were as follows:



 

 

 

 

 

 



 

 

 

 

 

 

Service Category

 

2019

 

2018

Audit Fees

 

$

778,092 

 

$

696,301 

Audit-Related Fees

 

 

2,028 

 

 

2,884 

Tax Fees

 

 

 —

 

 

 —

All Other Fees

 

 

197,765 

 

 

 —

Total

 

$

977,885 

 

$

699,185 

Service Category20222021
Audit Fees$707,500 $704,000 
Audit-Related Fees2,828 2,828 
Tax Fees— — 
All Other Fees— — 
Total$710,328 $706,828 
In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services and reimbursement for out of pocket expenses for the audit of a company’s financial statements, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements; “tax fees” are fees for tax compliance, tax advice and tax planning; and “all other fees” are fees for any services not included in the first three categories. During 2019, the “all other fees” reflects work for the due diligence related to the acquisition of SentreHEART, Inc.

Pre-Approval Policies and Procedures

To help ensure the independence of our independent registered public accounting firm, all audit and permitted non-audit services, including the fees and terms thereof, to be performed by our independent registered public accounting firm must be approved in advance by the Audit Committee as a Committee, or the Committee may delegate to one or more of its members the authority to grant the required approvals.

17

19

Table of Contents

REPORT

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Management has the primary responsibility for maintaining effective internal control over financial reporting and for preparing AtriCure’s financial statements. AtriCure’s independent registered public accounting firm is responsible for performing independent audits of AtriCure’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and AtriCure’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Audit Committee’s responsibilities include monitoring and oversight of corporate accounting and financial reporting processes on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit Committee reviewed with management the audited financial statements included in AtriCure’s Annual Report on Form 10-K, including a discussion of significant accounting principles, the reasonableness of significant estimates and judgments made in preparing the financial statements and the clarity of disclosures in the financial statements. In addition, the Audit Committee discussed with the Chief Executive Officer and the Chief Financial Officer of AtriCure the certifications required to be given by such officers in connection with AtriCure’s Annual Report on Form 10-K pursuant to the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission rules adopted thereunder, including the subject matter of such certifications and the procedures followed by such officers and other management in connection with giving such certifications. The Audit Committee’s responsibilities are set forth in a written charter, a copy of which is available on our website at ir.atricure.com under “Corporate Governance”.

The Audit Committee is responsible for reviewing, approving and managing the engagement of AtriCure’s independent registered public accounting firm, including the scope, extent and procedures of the annual audit and compensation to be paid therefore,thereof, and all other matters the Audit Committee deems appropriate, including the independent registered public accounting firm’s accountability to the Board of Directors and the Audit Committee. The Audit Committee reviewed and discussed with AtriCure’s independent registered public accounting firm its judgments as to the acceptability as well as the appropriateness of AtriCure’s application of accounting principles and such other matters as are required to be discussed with the independent registered public accounting firm by the Public Company Accounting Oversight Board, the Securities and Exchange Commission and other applicable law and listing standards. AtriCure’s independent registered public accounting firm is responsible for expressing an opinion on the conformity, in all material respects, of AtriCure’s financial statements with accounting principles generally accepted in the United States of America. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, has discussed with AtriCure’s independent registered public accounting firm its independence from management and AtriCure and has considered the compatibility of non-audit services with the independence of AtriCure’s independent registered public accounting firm.

The Audit Committee discussed with AtriCure’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm to discuss the results of its examinations, its evaluation of the effectiveness of AtriCure’s internal control over financial reporting and the overall quality of AtriCure’s financial reporting. The Audit Committee held fivesix meetings during the year ended December 31, 2019.

2022.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in AtriCure’s Annual Report on Form 10-K for the year ended December 31, 20192022 for filing with the Securities and Exchange Commission. The Audit Committee has also selected, subject to stockholder ratification, Deloitte & Touche LLP as AtriCure’s independent registered public accounting firm for the year ending December 31, 2020.

2023.

Submitted by the following members of the Audit Committee:


AUDIT COMMITTEE

Sven A. Wehrwein, Chair
Regina E. Groves
Maggie Yuen

B. Kristine Johnson

Mark R. Lanning

18

20

Table of Contents

PROPOSAL

PROPOSAL THREE—AMENDMENTAPPROVAL OF 20142023 STOCK INCENTIVE PLAN
Our stockholders are being asked to approve the AtriCure, Inc. 2023 Stock Incentive Plan

(“2023 Stock Incentive Plan”). Based on the recommendation of the Compensation Committee, the Board votedof Directors adopted the 2023 Stock Incentive Plan on March 24, 2023, subject to approvestockholder approval at the Annual Meeting.

The Board of Directors has determined that it is advisable and recommend to stockholders that they approvein the amendmentbest interests of the AtriCure, Inc.Company and the stockholders to adopt the 2023 Stock Incentive Plan. The purpose of the 2023 Stock Incentive Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the Company’s stockholders.
If the 2023 Stock Incentive Plan is approved, no more awards will be granted under the 2014 Stock Incentive Plan (2014 Plan).(the “Prior Plan”), which is the only existing equity plan of the Company. The amendment consists of an increase of 900,0002023 Stock Incentive Plan authorizes for issuance 1,000,000 shares of common stock plus shares that remain available for issuanceawards under the 2014 Plan, from 4,350,000 to 5,250,000. The increase in the total number of common shares available for issuance with respect to incentive stock options in accordance with the Internal Revenue Code (Code) is also 900,000.  The 2014Prior Plan, as it is proposed to be amended and restated would allow us to continue to attract and retain high quality and higher performing directors, executives and other employees with equity incentives. If we cannot offer equity-based compensation we may have to increase our usefurther described below.
Governance Highlights
The 2023 Stock Incentive Plan incorporates certain governance best practices, including:
✓Minimum vesting period of one year from the date of grant for all equity-based awards granted under the 2023 Stock Incentive Plan, except under certain limited circumstances which require approval of the Compensation Committee of Board and with permitted exceptions up to 5% of the share reserve.
✓No "liberal share recycling" of options or stock appreciation rights.
✓Minimum 100% fair market value exercise price as of the date of grant for options and stock appreciation rights, except for substitute awards granted through the assumption or substitution of awards from an acquired or merged company.
✓No "liberal" change in control definition.
✓No repricing of options or stock appreciation rights and no cash buyout of underwater options or stock appreciation rights without stockholder approval, except for adjustments with respect to a change in control or an equitable adjustment in connection with certain corporate transactions.
✓No excise tax gross-ups.
A copy of cash compensation which could have an adverse impact on our business plans and operations.

This 2014the 2023 Stock Incentive Plan (Amended 2014 Plan) document is attached hereto as Annex A. Set forth below are aA. The following summary of the principalmaterial features of the Amended 20142023 Stock Incentive Plan and a description of the U.S. federal income tax consequences under the Amended 2014 Plan. The summary of the principal features of the Amended 2014 Plan does not purport to be complete and is qualified in its entirety by reference to Annex A.

1.Summarythe complete text of the 20142023 Stock Incentive Plan.

Administration. The 2023 Stock Incentive Plan as amended

Objectiveswill be administered by a committee of independent directors approved by our Board of Directors (or, if no committee has been appointed, it shall be administered by the Amended 2014Board of Directors). Our Board has designated our Compensation Committee to administer the 2023 Stock Incentive Plan. The Compensation Committee will have the authority to determine the terms and conditions of any agreements evidencing any awards granted under the 2023 Stock Incentive Plan

and to establish, amend, suspend or waive any rules and regulations relating to the 2023 Stock Incentive Plan. The Board believes that stock-basedCompensation Committee will have full discretion to administer and interpret the 2023 Stock Incentive Plan and to determine, among other things, the time or times at which the awards aremay be exercised and whether and under what circumstances an important elementaward may be exercised.

Eligibility. Any of our employees, directors, officers, consultants or advisors and those of our affiliates will be eligible for awards under the 2023 Stock Incentive Plan. The Committee has the sole authority to determine who will be granted an award under the 2023 Stock Incentive Plan. As of March 1, 2023, approximately 1,060 employees (including eight executive officers) and eight non-employee directors were eligible to be selected by our Compensation Committee for awards under the 2023 Stock Incentive Plan. Over the past several years, the Compensation Committee has determined award recipients and has granted retention awards approximately two months after the end of the Company’s compensation programs.fiscal year, on or about March 1. In addition, the Compensation Committee has designated a limited value of shares annually for grant throughout the year for hiring, recognition and retention of employees. The Amended 2014 Plan promotesCommittee determines grants of awards and identifies recipients of awards based on a variety of considerations, including, without limitation: (i) the Company’s compensation philosophy and objectives by:  (i) providing long-term incentives to those persons with responsibility for the success and growth of the Company, (ii) motivating participants to achieve the long-term success and growth of the Company, (iii) providing a vehicle to tie a significant portion of compensation to the long-term performance of the Company’s shares, (iv) enabling the Companyneed to attract and retain skilled and qualified officers, other employees, directors, and consultants who are expectedkey personnel; (ii) the Company’s objective of providing a means pursuant to contributewhich participants may be paid incentive compensation, including incentive compensation measured by reference to the value of the Company’s
21
Table of Contents
common stock; and (iii) the Company’s success in a competitive market for such individuals, (v) facilitating ownershipobjective of strengthening the commitment of award recipients to the welfare of the Company and its affiliates and aligning their interests with those of the Company’s stockholders.
Number of Shares Authorized. The 2023 Stock Incentive Plan reserves for issuance an aggregate of 2,285,399 shares. This aggregate amount consists of 1,000,000 shares and (vi) aligningof our common stock plus the personal interestsnumber of officers, employees, and others inshares of our common stock that remain available for awards under the Company’s long-term growth and profitability withPrior Plan on the interestsday the 2023 Stock Incentive Plan is approved by our stockholders (such aggregate amount, the “Effective Date Share Limit”). As of the Company’s stockholders.

Asrecord date, March 27, 2023, the market value of March 31, 2020, approximately 1,139,000one share of our common stock that could be issued under the 2023 Stock Incentive Plan is $40.45.

If any award granted under the 2023 Stock Incentive Plan or under the Prior Plan expires, terminates, is canceled or is forfeited without being settled or exercised, or if an award is settled in cash or otherwise without the issuance of shares, remainedshares of our common stock subject to such award will be made available for future grant under the 2023 Stock Incentive Plan. In addition, if shares issuable upon vesting or settlement of an award are withheld by the Company, or if shares owned by a participant are surrendered or tendered to the Company, in payment of taxes required to be withheld in respect of the award (other than an award of options or stock appreciation rights), such shares will be made available for future grant under the 2023 Stock Incentive Plan. If any shares are surrendered or tendered to pay the exercise price of an option, or to satisfy withholding taxes owed with respect to an option or stock appreciation right, or if any shares subject to a stock appreciation right are not issued in connection with its stock settlement on exercise thereof, or if any shares are reacquired by us on the open market or otherwise using cash proceeds from the exercise of options, such shares will not again be available for grant under the 20142023 Stock Incentive Plan. Information
Share Usage. As of March 31, 2023, there were approximately 1,285,399 shares of our common stock available under the Prior Plan, which would result in an Effective Date Share Limit of approximately 2,285,399 shares of our common stock if the 2023 Stock Incentive Plan were approved by the stockholders on such date. No more awards will be granted under the totalPrior Plan if the 2023 Stock Incentive Plan is approved. The actual Effective Date Share Limit will reflect incremental changes in the number of shares remaining available under the Company’s existingPrior Plan to reflect issuances and forfeitures of equity awards following such date through the actual date that stockholders approve the 2023 Stock Incentive Plan. The following table includes more specific information regarding outstanding equity awards and shares available for future awards under the Prior Plan as of March 31, 2023. Information relating to outstanding equity awards includes inducement awards made outside of the Prior Plan.
Key Stock Plan Data of the Prior Plan
Shares underlying outstanding stock options431,760 
Weighted average exercise price of outstanding stock options$31.13 
Weighted average remaining contractual life of outstanding stock options4.3 years
Shares subject to outstanding, unvested full-value awards at target1,450,136 
Shares available for grant1,285,399 
Basic shares of common stock outstanding as of the record date47,392,010 
The following table sets forth information regarding the share usage for each of the last three fiscal years under all awards reported in our Form 10-Ks for such fiscal years. The share usage (or "burn rate") has been calculated as the quotient of (i) the sum of (x) all options and SARs granted in such year, (y) all service-based restricted stock or stock units (“Service-based RS/RSUs”) granted in such year, and (z) the number of performance-based restricted stock or stock units (“Performance RS/RSUs”) earned in such year, divided by (ii) the weighted average number of shares of common stock outstanding at the end of such year.
Year Ended December 31,3-Year Average
Share Usage Data202220212020
Stock Options granted— 100,500 52,000 50,833 
Service-based RS/RSUs granted355,980 306,102 445,667 369,250 
Performance RS/RSUs earned117,430 99,153 139,573 118,719 
Weighted-average basic shares of common stock outstanding45,740,131 45,066,281 42,124,564 44,310,325 
Share Usage1.0 %1.1 %1.5 %1.2 %
22
Table of Contents
Dilution and Expected Duration. We carefully monitor the rate at which we use the shares authorized for issuance under our equity compensation plansprogram and subject to outstanding optionsthe program’s impact on stockholder dilution, and rights is presented inour historical and expected future usage were taken into account when we determined the Equity Compensation Plan Information table on page 23.  

The Board approved the Amended 2014 Plan (subject to shareholder approval) to provide for an additional 900,000 shares of stock-based awards to be granted under it which we believe would provide a sufficient number of shares to enable the Company to make awards at historical average annual rates (adjusted to accountbe reserved for the Company’s anticipated increased headcount) for at least one year. The Compensation Committee determined that reserving shares sufficient for approximately one year of new awards at historical grant rates is in line with the practices of other companies in our peer group. However, the actual number of shares subject to awardsissuance under the Amended 2014 Plan2023 Stock Incentive Plan. If this Proposal 3 is dependent on a number of factors, including the future trading price ofapproved by our common stock, our promotion and hiring activity, our retention needs and market practices within our industry. As a result,stockholders, we expect the share reserve under the Amended 20142023 Stock Incentive Plan to last us for approximately two to three years based upon our historical three-year average burn rate. However, expectations regarding future share usage could last forbe impacted by a longer or shorter periodnumber of time than currently expected.

All stock incentive awardsfactors such as award type mix; hiring and promotion activity; the rate at which shares are returned to the Company’s most highly compensated executives2023 Stock Incentive Plan’s reserve upon the awards’ expiration, forfeiture or cash settlement; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. The potential dilution to our stockholders resulting from the 2023 Stock Incentive Plan as of December 31, 2022, is approximately 9% which we consider reasonable and necessary to realize the intended purposes of the 2023 Stock Incentive Plan and our compensation programs and philosophy. (Dilution here is calculated as the sum of the shares subject to outstanding awards plus shares available for future awards under the Prior Plan plus the incremental share request under the 2023 Stock Incentive Plan (collectively, the “numerator”) divided by the sum of the numerator and basic common shares outstanding, with all data as of December 31, 2022.)

Limitations. No more than an aggregate number of shares of our common stock equal to the Effective Date Share Limit may be issued in the aggregate in respect of incentive stock options under the 2023 Stock Incentive Plan. The maximum grant date fair value of equity awards that may be made over the next few years are expectedawarded to be granteda non-employee director under the Amended 2014 Plan. The Amended 20142023 Stock Incentive Plan allowsduring any one fiscal year, taken together with any cash fees paid to such non-employee director during such fiscal year, will be $1,000,000; provided that our board of directors may make exceptions for a non-executive chairman of the Companyboard who does not participate in the flexibilitydecision to grant a variety of stockaward such compensation, and stock-based awards, including stock optionsfor special projects and stock appreciation rights, granted separatelyad hoc committee appointments deemed appropriate by the board from time to time.
Adjustments. If there is any change in our corporate capitalization, the Compensation Committee in its sole discretion may make substitutions or in tandem with each other, restricted shares and restricted share units, both time vested or conditioned on the attainment of performance goals and unrestricted shares.

Shares Subjectadjustments to the Amended 2014 Plan

The aggregate number of common shares that may be issued under the Amended 2014 Plan, assuming approval by stockholders, is 5,250,000. The Amended 2014 Plan provides for appropriate adjustments in the number of shares subject to the Amended 2014 Plan (and other share limitations contained therein and described below) and to grants previously made if there is a share split, dividend, reorganization, or other relevant change affecting the Company’s corporate structure or its shares. If shares under an award are not issued prior to the expiration, termination, cancellation or forfeiture of the award, then those shares would again be availablereserved for inclusion in future grants.

19

Table of Contents

Other Share Limitations

The maximum number of shares subject to full-value awards and incentive stock options (ISOs) that may be grantedissuance under the Amended 20142023 Stock Incentive Plan, is 5,250,000. The maximum number of shares subject to full-value awards that may be granted to an individual (other than a non-employee director) in a calendar year is 5,250,000 shares, and the maximum number of shares subject to stock options or stock appreciation rights that may be granted to an individual (other than a non-employee director) in a calendar year is 5,250,000.

Eligible Participants

Officers and key employees of the Company, any consultant to the Company, and the Company’s non-employee directors are eligible to receive awards under the Amended 2014 Plan. Awards are granted to those persons with significant responsibility for the Company’s success and growth. The number of executive officers eligible to participate in the Amended 2014 Plan is eight. The number of non-employee directors eligible to participate in the Amended 2014 Plan is nine. The number of all employees who are not executive officers eligible to participate in the Amended 2014 Plan is 725.

Administration

The terms of the Amended 2014 Plan require that it shall be administered by a committee consisting of at least three directors appointed by the Board, all of whom meet the definitions of the terms “outside director” set forth in Section 162(m) of the Internal Revenue Code (as in effect prior to its amendment by the Tax Cuts and Jobs Act) and regulations thereunder, “independent director” set forth in Nasdaq rules and “non-employee director” set forth in Rule 16b-3 under the Exchange Act. Unless determined otherwise by the Board, the Compensation Committee will administer the Amended 2014 Plan and has the authority under the Amended 2014 Plan to: (i) select the employees, consultants, and directors to whom awards are granted; (ii) determine the type and timing of awards and the appropriate award agreement evidencing each award; (iii) determine the number of shares covered by each awardawards then-outstanding under the 2023 Stock Incentive Plan, the limitations on awards under the 2023 Stock Incentive Plan, and/or the exercise price of outstanding options and allsuch other termsequitable substitution or adjustments as it may determine to be equitable.

Term of Plan. The 2023 Stock Incentive Plan will have a term of ten years, and conditionsno awards may be granted after that date.
Awards Available for Grant. The Compensation Committee may grant awards of nonqualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, not inconsistent with the termsrestricted stock units, other stock-based awards, performance compensation awards (including cash bonus awards) or any combination of the Amended 2014 Plan; (iv) determine whether an award is, or isforegoing.
Options. The Compensation Committee will be authorized to grant options to purchase shares of common stock that are either “qualified,” meaning they are intended to be, performance based compensation within the meaning of Section 162(m) (as in effect prior to its amendment by the Tax Cuts and Jobs Act); (v) with respect to any performance based compensation, certify that any performance goals have been achieved; (vi) determine whether terms, conditions, and objectives have been met or, if permissible, should be modified or waived, not inconsistent with the terms of the Amended 2014 Plan; (vii) cancel or suspend an award, or determine whether an amount or payment of an award should be reduced or eliminated; (viii) determine administrative rules, guidelines, and practices governing the Amended 2014 Plan; and (ix) interpret the provisions of and otherwise supervise the administration of the Amended 2014 Plan. The terms and conditions of each award agreement may vary. The Amended 2014 Plan contemplates that the Committee may delegate its authority to certain officers of the Company.

Market Value of AtriCure Shares

As of April 1, 2020, the closing price per share of our common stock as quoted on the Nasdaq market was $32.38.

Stock Options

Stock options granted under the Amended 2014 Plan must be in the form of either incentive stock options (ISOs), which meetsatisfy the requirements of Section 422 of the Internal Revenue Code or nonqualifiedof 1986, as amended (the “Code”) for incentive stock options, (NQSOs), which door “nonqualified,” meaning they are not meet those requirements. The termintended to satisfy the requirements of aSection 422 of the Code. Options granted under the 2023 Stock Incentive Plan will be subject to the terms and conditions established by the Compensation Committee. Under the terms of the 2023 Stock Incentive Plan, the exercise price of the options will not be less than the fair market value of our common stock option is fixedat the time of grant. Options granted under the 2023 Stock Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Committee but may not exceedand specified in the applicable award agreement. The maximum term of an option granted under the 2023 Stock Incentive Plan will be ten years from the date of grant (or five years in the case of a qualified option granted to a 10% stockholder). Payment in respect of the exercise of an option may be made in cash or by check, by surrender of unrestricted shares (at their fair market value on the date of exercise), or through a “net exercise,” or the Compensation Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism or by such other method as the Committee may determine to be appropriate. In-the-money options that have not been exercised by the option’s expiration date will be automatically exercised by means of a net exercise.

Stock Appreciation Rights. The Compensation Committee will be authorized to award stock optionsappreciation rights (referred to in this proxy statement as SARs) under the 2023 Stock Incentive Plan. SARs will be subject to the terms and conditions established by the Compensation Committee and reflected in the award agreement. A SAR is a contractual right that allows a participant to receive, in the form of either cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the 2023 Stock Incentive Plan may include SARs, and SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs. In-the-money SARs that have not been exercised by the SAR’s expiration date will be automatically settled at that time.
23
Table of Contents
Restricted Stock. The Compensation Committee will be authorized to award restricted stock under the 2023 Stock Incentive Plan. Awards of restricted stock will be subject to the terms and conditions established by the Compensation Committee. Restricted stock is common stock that is subject to such restrictions as may be determined by the Compensation Committee for a specified period. If any dividends in respect of restricted stock have been withheld by the Company during the restricted period, those dividends will be paid in cash or, at the discretion of the Committee, in common stock when the restricted period ends, unless the restricted stock has previously been forfeited.
Restricted Stock Unit Awards. The Compensation Committee will be authorized to award restricted stock unit awards. Restricted stock unit awards will be subject to the terms and conditions established by the Compensation Committee. At the election of the Compensation Committee, the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are exercisableto be earned or at a later date selected by the Compensation Committee. If a restricted stock unit award agreement so provides, the restricted stock unit award will be credited with dividend equivalents in respect of the common stock underlying the restricted stock units. Any such timedividend equivalents will be paid in cash or, timesat the discretion of the Committee, in common stock when the restricted period ends, unless the restricted stock has previously been forfeited.
Other Stock-Based Awards. The Compensation Committee will be authorized to award other stock-based awards having terms and conditions as determined by the Committee. These awards may be granted either alone or in tandem with other awards.
Performance Compensation Awards. The Compensation Committee may grant any award other than a stock option or a SAR under the 2023 Stock Incentive Plan in the form of a performance compensation award by conditioning the vesting of the award on the satisfaction of certain performance goals. The Committee may consult with senior management prior to establishing performance goals with reference to one or more of the following:
•net earnings or net income (before or after taxes);
•basic or diluted earnings per share (before or after taxes);
•net revenue or net revenue growth;
•gross revenue, gross revenue growth;
•gross profit or gross profit growth;
•net operating profit (before or after taxes);
•return measures (including, but not limited to, return on investment, assets (including net assets), capital, invested capital, equity or sales);
•cash flow measures (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital);
•earnings before or after taxes, interest, depreciation, and/or amortization;
•gross or operating margins;
•productivity ratios;
•share price (including, but not limited to, growth measures and total stockholder return);
•expense targets;
•operating efficiency;
•objective measures of customer satisfaction;
•working capital targets;
•measures of economic value added;
•inventory control;
•stockholder return;
•sales;
•enterprise value;
•competitive market metrics;
•employee retention;
•timely completion of new product rollouts;
•timely launch of new facilities;
•objective measures of personal targets, goals or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions, expansions of specific business operations and meeting divisional or project budgets);
•any other objective or subjective criteria, including individual performance criteria, as determined by the Committee; or
•any combination of the foregoing.
24
Table of Contents
Performance criteria also may include measures related to environmental, social and/or governance matters, including, without limitation, matters related to people, retention, hiring, headcount and diversity, equity and inclusion.
Transferability. Each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s legal guardian or representative and may not be otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution, except that awards (other than incentive stock options) may in the sole discretion of the Compensation Committee be transferred without consideration and on such other terms and conditions as set forth by the Compensation Committee.
Amendment. The 2023 Stock Incentive Plan will have a term of 10 years. Our board of directors may amend, suspend or terminate the 2023 Stock Incentive Plan at any time; however, stockholder approval to amend the 2023 Stock Incentive Plan may be necessary if the law so requires. Specifically, stockholder approval is required if we want to amend the plan to increase the number of shares subject to the 2023 Stock Incentive Plan. Also, we would need stockholder approval if the Compensation Committee intended to amend an award agreement in a way that would either reduce the exercise price or strike price of a stock option or SAR, or cancel and replace an outstanding stock option or SAR with a new option or SAR or other award or cash in a way that would constitute a “repricing” for financial statement reporting purposes or otherwise fail to qualify for equity accounting treatment, or take any other action that would be considered a “repricing” for purposes of any stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted, and in either case was not otherwise permitted by the provisions of the plan relating to adjustments of awards in the case of changes in our capital structure and similar events. No amendment, suspension or termination will materially and adversely affect the rights of any participant or recipient of any award without the consent of the participant or recipient.
Minimum Vesting Requirements. Awards granted under the 2023 Stock Incentive Plan must be subject to a minimum vesting period of one year from the date of grant, subject to the Compensation Committee’s ability to provide for acceleration of vesting, including upon a change in control, death, disability or retirement; provided that the following are exempt from such minimum vesting requirement: cash-based awards, substitute awards, shares delivered in lieu of fully vested cash awards, awards to eligible directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting and awards granted with respect to a maximum of 5% of the available share reserve authorized for issuance under the 2023 Stock Incentive Plan.
U.S. Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the grant, vesting and exercise of awards under the 2023 Stock Incentive Plan and the disposition of shares acquired pursuant to the exercise of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local, payroll or excise tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.
Options. The Code requires that, for treatment of an option as a qualified option, shares of our common stock acquired through the exercise of a qualified option cannot be less thandisposed of before the later of (i) two years from the date of grant of the option and (ii) one year from the date of exercise. Holders of qualified options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the qualified option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of a qualified option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 162(m) and 280G of the Code for compensation paid to certain executives designated in those Sections. Finally, if an otherwise qualified option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the qualified option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes. No income will be realized by a participant upon grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, regardless of whether the exercise
25
Table of Contents
price is paid in cash, shares or other property. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 162(m) and 280G of the Code for compensation paid to certain executives designated in those Sections.
Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant which generally meansover the last closing priceamount the participant paid for such shares, if any, regardless of a share as reported on Nasdaq onwhether the date of the grant. The grantee may pay the stock option exercise price eitheramount is paid in cash, shares or such other manner authorized in the Amended 2014 Plan or the applicable award agreement, including the tender of shares. Shares tendered by participants as full or partial payment of the exercise price will not become available for issuance under the Amended 2014 Plan. The Amended 2014 Plan prohibits stock option repricing.

Code Limitations on Incentive Stock Options

The Internal Revenue Code currently places certain limitations on ISO awards. In addition to the other limitations described in the Amended 2014 Plan, an ISO may only be granted to full or part-time employees (including officers and Directors who are also employees) of the Company. The total fair market value of shares subject to ISOs which are exercisable for the first time by any participant in any given calendar year cannot exceed $100,000 (valued as of the date of grant). No ISO may be exercisable more than three months following termination of employment for any reason other than death or disability, nor more than one year with respect to death and disability terminations. ISOs will also be non-transferable in accordance with the provisions of the Internal Revenue Code. Additional restrictionsproperty. (Special rules apply to the grantreceipt and disposition of ISOsrestricted shares received by officers and directors who are subject to holders of in excess of 10%Section 16(b) of the Company’s outstanding common stock.  

20

TableSecurities Exchange Act of Contents

Stock Appreciation Rights

The Committee may grant stock appreciation rights (SAR) separately or in connection with a stock option granted under1934.) We will be able to deduct, at the Amended 2014 Plan. If a grantee exercises a SAR,same time as it is recognized by the grantee will receive anparticipant, the amount equalof taxable compensation to the excessparticipant for U.S. federal income tax purposes, but such deduction may be limited under Sections 162(m) and 280G of the then-fair market value of the shares with respectCode for compensation paid to which the SAR is being exercised over the stock option exercise price of the shares,certain executives designated in the case of a SAR in connection with a stock option, or the exercise price of the SAR, in the casethose Sections.

Restricted Stock Units. A participant of an independent SAR. The SAR exercise price mustRSU (whether time-vested or subject to achievement of performance goals) will generally not be subject to income taxation at least 100% ofgrant. Instead, the participant will have taxable compensation on the fair market value of the underlyingshares (or the amount of cash) received on the date of delivery. Gain or loss resulting from any subsequent sale of shares delivered to participant will be treated as long- or short-term capital gain or loss depending on the holding period. If any dividend equivalent amounts are paid to the participant, they will be includable in the participant’s income as additional compensation and not as dividend income. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 162(m) and 280G of the Code for compensation paid to certain executives designated in those Sections.
Stock Appreciation Rights. No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 162(m) and 280G of the Code for compensation paid to certain executives designated in those Sections.
Other Stock-Based Awards. A participant will have taxable compensation equal to the difference between the fair market value of the shares on the date of grant, and the term of such SAR may not exceed ten years. Payment may be made in cash,award is settled (whether in shares or in a combination of cash, andor both) over the amount the participant paid for such shares, as the Committee determines. If a SAR granted in connection with a stock option is exercised in whole or in part, the right under the related stock optionif any. We will be able to purchase shares with respect to which the SAR has been exercised will terminate todeduct, at the same extent. If a stock optiontime as it is exercised, any SAR related to the shares purchased upon exercise of the stock option will terminate. To the extent that the number of shares reserved for issuance upon the grant of a SAR exceeds the number actually issued upon exercise of a SAR, such shares will not become available for issuance under the Amended 2014 Plan. The Amended 2014 Plan prohibits SAR repricing. 

Restricted Share and Restricted Share Unit Awards

The Committee may grant restricted share awards which consist of shares issuedrecognized by the Company to a participant, for no consideration, or for a purchase price which may be below their fair market value and are subject to forfeiture in the event of termination of the participant’s employment prior to vesting and subject to restrictions on sale or other transfer by the participant. Participants who hold restricted shares have the right to receive dividend distributions, in cash or shares, payable to the extent the restrictions on the applicable restricted shares lapse (and in no event shall be distributed unless and until the restrictions lapse). Our award agreements also provide that recipients of restricted share awards may vote their shares after the date of grant.

The Committee may also grant restricted share unit awards which are substantially similar to restricted share awards but which generally do not give the participant-holder any rights of a stockholder prior to lapse of the restrictions and, upon such lapse, may be settled in cash, shares, or a combination of both. The Committee may provide for the payment in cash or shares equal to the amount of dividends paid from timetaxable compensation to time on the number of shares that would become payable upon vestingparticipant for U.S. federal income tax purposes, but such deduction may be limited under Sections 162(m) and 280G of the restricted share unit award. The Committee may provide that restrictions lapse after the passage of time (time-vested), upon certain events (such as death or disability) or upon the attainment of specified performance objectives (performance-vested). SubjectCode for compensation paid to certain exceptions, the Committee may waive restrictions or accelerate the date or dates on which restrictions lapse.  

Performance Basedexecutives designated in those Sections.

Cash Awards

The Committee may grant awards conditioned upon the achievement of performance goals as the Committee shall determine, in its sole discretion. The performance goals shall be based on one or more performance measures, and the Committee shall specify the time period or periods during which the performance goals must be met. The performance measure(s) may be described in terms of objectives that are related to the individual participant, the Company, or a subsidiary, division, department, region, function, or business unit of the Company, and shall consist of one or more or any combination of the following criteria:. Any cash flow, profit, revenue, stock price, market share, sales, net income, operating income, return ratios, earnings per share, compound annual growth rate, earnings (which may include certain add backs, such as taxes, interest, and/or depreciation and amortization), operating earnings, profit margins, earnings per common share, favorable comparison to established budgets, return on stockholders’ equity, return on assets, attainment of strategic and operational initiatives, comparisons with various stock market indices, reduction in costs or a combination of such factors, personal performance measures, working capital, total assets, net assets, return on sales, return on invested capital, gross margin, costs, stockholders’ equity, stockholder return and/or productivity or productivity improvement. Performance goals may be expressed in absolute terms or relative to the performance of other entities or the Company’s prior performance. 

Unrestricted Share Awards

The Committee may grant unrestricted shares on a bonus or other basis for no cash consideration.

Restricted Share Awards for Non-Employee Directors

Under the Amended 2014 Plan, each non-employee director is granted a value of approximately $175,000 of restricted shares upon appointment by the Board (or election at an annual meeting if not appointed beforehand) (the “New Director Restricted Share Grant”). The New Director Restricted Share Grant is valued as of the closing price on the date of appointment (or election at the annual meeting if not appointed beforehand).  The restricted shares vest annually over a three-year period.

Each non-employee director also is granted a value of approximately $125,000 of shares of restricted stock immediately after each annual meeting if such person is serving as a non-employee director at such time by virtue of being re-elected (the “Annual Meeting Restricted Share Grant”). The Annual Meeting Director Restricted Share Grant is valued as of the closing price on the date of the annual meeting. The restricted shares generally vest in full on the one-year anniversary of the date of grant.

21

Table of Contents

Minimum Vesting Requirement

Under the Amended 2014 Plan the Committee is limited in its ability to grant awards that vest in less than one year. Except with respect to five percent (5%) of the maximum aggregate number of shares that may be issued under the Amended 2014 Plan with vesting, no award may vest earlier than one year following the date of grant. However, this limitation does not preclude the acceleration of vesting of an award upon death or disability or in connection with a change in control, as determined by the Committee in its discretion.

Transferability of Awards

No award is transferable other than by will or the laws of descent and distribution, except the Committee may, in its discretion, provide that an award (other than an ISO) is transferable without considerationreceived pursuant to a participant’s family member (as defined in the Amended 2014 Plan) or trusts establishedcash award will be treated as compensation income received by the participant subjectgenerally in the year in which the participant receives such cash, and such amount will be deductible by us in the prior or same year, but such deduction may be limited under Sections 162(m) and 280G of the Code for compensation paid to certain executives designated in those Sections.

The foregoing is a general summary of the material U.S. federal income tax consequences of the 2023 Stock Incentive Plan and is intended to reflect the current provisions of the Internal Revenue Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant. Each eligible employee who is outside the United States or is otherwise not a U.S. taxpayer should seek, and must depend upon, the advice of his or her own independent legal and tax advisor or advisors in all non-U.S. jurisdictions relevant to such termsemployee. The foregoing should not to be considered as tax advice and conditions as the Committee may impose. All awards shall be exercisable, during the participant’s lifetime, only by the participanteach eligible employee is advised to consult his or a permitted transferee. 

Termination of Employment

Generally, and subject to the Amended 2014 Plan’s minimum vesting provisions, the vesting of awards is accelerated upon a participant’s termination of employment by death, disability or retirement (for any reason other than for cause), with a participant being allowed to exercise vested stock options or SARs for a period of time after termination. In the case of a participant’s termination of employment for cause, unless otherwise provided in an award agreement, all awards, whether vested or not, are immediately forfeited.

Change in Control

Unless the award is assumed by an acquiring entity and except as otherwise provided in an award agreement, upon a “change in control” as defined in the Amended 2014 Plan: (i) all outstanding stock options and SARs automatically become fully exercisable; and (ii) all restricted share and restricted share unit awards automatically become fully vested.

her own independent tax advisor.

Recoupment Policy

Awards are subject to forfeiture or repayment pursuant to the terms of any applicable compensation recoupment or recovery policy adopted by the Company, Committee or Board, including any policy adopted to comply with the rules of any stock exchange on which the shares are traded or the SEC.

Amendments and Award Substitutions; Discontinuation

26
Table of Amended 2014Contents
New Plan

The Board may amend, alter, or discontinue Benefits

If the Amended 20142023 Stock Incentive Plan at any time, provided that any such amendment, alteration, or discontinuance has beenis approved by our stockholders, awards under the Company’s2023 Stock Incentive Plan will be determined by the Compensation Committee in its discretion, and it is, therefore, not possible to predict the awards that will be made to particular officers in the future.
If our stockholders if stockholder approval is required under applicable laws, regulations,approve the 2023 Stock Incentive Plan, we intend to make the grants described in the 2023 Stock Incentive Plan to our non-employee directors. Our non-employee directors are identified in Proposal 1 in this proxy statement and the grants are captured in the table below. The following table discloses the benefits and amounts which either: (i) were received by or exchange requirements (including for the purpose of qualification under Section 162(m) as “performance-based compensation”), and does not materially and adversely impair the rights of any grantee, without his or her consent, under any award previously granted. The Amended 2014 Plan could be amended without stockholder approval in certain nonmaterial ways that could result in an increased costallocated to the Company. Nofollowing persons or groups earned in connection with their services rendered in fiscal 2022; or (ii) would have been received by or allocated to the following persons or groups in connection with their services rendered in fiscal 2022. These awards shallare not necessarily representative of future awards that may be made under the Amended 2014 Plan after2023 Stock Incentive Plan.
Name and PositionRestricted Stock AwardsPerformance Share AwardsRestricted Stock Units
Michael H. Carrel
President and Chief Executive Officer
45,993 107,317 — 
Angela L. Wirick
Chief Financial Officer
24,478 24,478 — 
Douglas J. Seith
Chief Operating Officer
27,054 27,054 — 
Justin J. Noznesky
Chief Marketing and Strategy Officer
16,104 16,104 — 
Deborah Yount(1)
Chief Human Resources Officer
29,139 27,647 — 
Executive Group48,312 48,312 — 
Non-Employee Director Group(2)
28,512 — — 
Non-Executive Officer Employee Group476,534 — 39,971 
(1)Ms. Yount was hired as the tenth anniversaryCompany's Chief Human Resources Officer on June 1, 2022. Pursuant to Ms. Yount's offer letter, she received a one-time equity grant on June 1, 2022 which consisted of restricted share awards valued at $675,000 and performance share awards valued at $675,000. These non-recurring awards are included in the effective date.  

summary herein.

22

Table of Contents

Plan Benefits

Below is a table that discloses awards(2)Represents the annual stock retainer granted to the Company’s executives andCompany's non-employee directors in the last twelve months under the 2014 Plan. 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Name and Position

 

Restricted
Stock Awards

 

Performance Awards (1)

 

Restricted Stock Units

Michael H. Carrel
President and Chief Executive Officer

 

 

31,233 

 

 

72,878 

 

 

 —

Justin J. Noznesky
Senior Vice President, Marketing and Business Development

 

 

8,459 

 

 

8,459 

 

 

 —

Salvatore Privitera

Chief Technical Officer

 

 

8,459 

 

 

8,459 

 

 

 —

Douglas J. Seith
Chief Operating Officer

 

 

16,267 

 

 

16,267 

 

 

 —

M. Andrew Wade

Chief Financial Officer

 

 

11,387 

 

 

11,387 

 

 

 —

Executive Group

 

 

22,123 

 

 

22,123 

 

 

 —

Non-Executive Director Group

 

 

41,260 

 

 

 —

 

 

 —

Non-Executive Officer Employee Group

 

 

114,187 

 

 

 —

 

 

10,888 

(1)The performance share awards2022 for their service in this table reflect the target amount of shares that were granted.

year.

Equity Compensation Plan Information
The following table presents information about the Company’s equityequity compensation plansplan (2014 Stock Incentive Plan) as of December 31, 2019.

2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights (1)

 

Weighted average exercise
price of outstanding
options, warrants and
rights (2) 

 

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights(1)
Weighted average exercise
price of outstanding
options, warrants and
rights(2) 
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

Plan category

 

(a)

 

(b)

 

(c)

Plan category(a)(b)(c)

Equity compensation plans approved
by security holders (3)

 

 

3,623,588 

 

$

14.21 

 

 

1,577,687 
Equity compensation plans approved
by security holders(3)
1,291,762 $29 2,183,428 

Equity compensation plans not approved
by security holders

 

 

 —

 

 

 —

 

 

 —

Equity compensation plans not approved
by security holders		— — — 

Total

 

 

3,623,588 

 

$

14.21 

 

 

1,577,687 Total1,291,762 $29 2,183,428 

(1)Represents outstanding stock options, restricted stock and performance shares as of December 31, 2019. Performance share awards in this table reflect the target amount of shares that were granted.

2022.

(2)The weighted average exercise price is calculated without taking into account restricted stock and performance shares that will become issuable, without any cash consideration or other payment, as vesting requirements and/or performance goals are achieved.

(3)Amounts include awards under our 2005 Equity Incentive Plan and 2014 Stock Incentive Plan but exclude shares purchased under our 2018 Employee Stock Purchase Plan.

23

27

Table of Contents

Current Awards Outstanding

Registration of Shares
The Company intends to register the shares underlying awards to be granted under the 2023 Stock Incentive Plan with the U.S. Securities and Exchange Commission on a Form S-8 registration statement within twelve months after stockholder approval.
Stockholder Approval Required
The affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote thereon at the meeting of stockholders is required to approve the 2023 Stock Incentive Plan. Properly executed proxies will be voted as marked. Executed but unmarked proxies will be voted in favor of approving the 2023 Stock Incentive Plan.
Interests of Certain Persons in the Proposal
As indicated above, our executive officers and our non-employee directors each of whom is identified elsewhere in this proxy statement are eligible to receive discretionary grants under the 2023 Stock Incentive Plan and thus have an interest in the approval of the 2023 Stock Incentive Plan. Please see “New Plan Benefits” above.
Board of Directors’ Recommendation
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE ATRICURE, INC. 2023 STOCK INCENTIVE PLAN.
28
Table of Contents
PROPOSAL FOUR—AMENDMENT TO 2018 EMPLOYEE STOCK PURCHASE PLAN
On February 15, 2023, the Compensation Committee of the Board of Directors approved, subject to the approval of stockholders, an amendment to the 2018 Employee Stock Purchase Plan (the “ESPP”). If approved by stockholders, the amendment would increase the maximum amount of shares authorized for issuance under the ESPP from 500,000 to 1,250,000. Specifically, the amendment requires the restatement of the first sentence of Section 13.1 of the ESPP as follows: “The maximum number of shares of Common Stock reserved as authorized for the grant of options under the Plan is 1,250,000 shares.” No other provisions of the ESPP are being amended at this time.
The Board of Directors believes that the ESPP promotes the interests of the Company and its stockholders by encouraging employees of the Company to become stockholders, and therefore promote the Company’s growth and success. The Board of Directors also believes that the opportunity to acquire a proprietary interest in the success of the Company through the acquisition of shares of common stock pursuant to the ESPP is an important aspect of the Company’s ability to attract and retain highly qualified and motivated employees. The ESPP is intended to qualify as “employee stock purchase plan” meeting the requirements of Section 423 of the Internal Revenue Code.
Set forth below is information regarding shares currently outstandingare: (i) a summary of the principal features of the ESPP; and (ii) a description of the U.S. federal income tax consequences under the 2014 PlanESPP. The following description is a summary of the ESPP and prior plans. is qualified in its entirety by reference to the applicable provisions of the ESPP, included as Annex B. Any stockholder who wishes to obtain a copy of the actual plan document may do so by written request to: Chief Financial Officer, AtriCure, Inc., 7555 Innovation Way, Mason, Ohio 45040.
Summary of the ESPP
Overview and Purpose. The purpose of the ESPP is to provide eligible employees (as defined in the ESPP) an opportunity to acquire stock ownership in the Company made its annual award grantin order to grow with the Company, to help employees provide for their future security, to encourage them to remain employed by the Company, and to help align the interests of the employees with those of the Company’s stockholders.
Eligibility.Participation is limited to employees in March 2020. Those awards are includedof the Company or a Participating Subsidiary (as defined in the information below. 

Plan category

Number of shares as of March 31, 2020

Shares available for future awards

1,139,580 

Outstanding stock options - time based

(remaining term: 4.4 years, weighted exercise price of $16.13)

1,176,286 

Outstanding stock options - performance based

(remaining term: 3.4 years, weighted exercise price of $15.64)

350,000 

Outstanding restricted stock awards/units

958,527 

Outstanding performance share awards (1)

403,993 

Outstanding shares of common stock

40,079,344 

(1)ESPP). Employees are generally eligible to participate in the ESPP, provided they customarily are employed at least 20 hours per week and more than five months a year and satisfy the enrollment procedures and other requirements set forth in the ESPP. No employee shall be granted any options under the ESPP if, after giving effect to such grant, the employee would own (or be deemed to own) 5% or more of the Company’s voting power or value of classes of stock of the Company or any of its subsidiaries. No employee will be able to purchase shares to the extent that such employee would purchase $25,000 of market value of the shares in any calendar year. The performance share awardsCompensation Committee may exclude employees who are considered “highly compensated employees” within the meaning of Section 414(q) of the Code or a subset of such highly compensated employees. In addition, employees who are citizens or residents of a foreign jurisdiction will not be eligible to participate in this table reflect the targetESPP if the grant of an option under the ESPP is prohibited under the laws of the foreign jurisdiction or compliance with the laws of the foreign jurisdiction will cause the ESPP to violate the terms of Section 423 of the Internal Revenue Code. Approximately 930 employees are eligible to participate in the ESPP.

The purpose of the ESPP is to provide eligible employees (as defined in the ESPP) an opportunity to acquire stock ownership in the Company in order to grow with the Company, to help employees provide for their future security, to encourage them to remain employed by the Company and to help align the interests of the employees with those of the Company’s stockholders.
Offerings.The ESPP allows eligible employees to purchase shares of our common stock during certain offering periods, which generally consist of a series of separate consecutive six-month offerings with each offering period beginning on January 1 and July 1, subject to the right of the Compensation Committee in its sole discretion to sooner terminate the ESPP or to change the commencement date or term of any offering period. The Compensation Committee may change the duration of future offerings and/or the start and end dates of future offering periods, subject to a maximum of 27 months and to the extent permitted under Section 423 of the Code.
Shares Available under the ESPP. A total of 500,000 shares of common stock were initially authorized and reserved for issuance under the ESPP. As of December 31, 2022, 183,631 shares remained available for issuance under the ESPP. If approved by stockholders, the amendment would increase the maximum amount of shares authorized for issuance under the ESPP from 500,000 to 1,250,000.
Participation. Participation in the ESPP is entirely voluntary. Eligible employees wishing to participate in the ESPP are required to submit enrollment materials to the Company prior to the commencement of an offering that authorizes the Company to deduct from such employee’s payroll.
29
Table of Contents
Payroll Deductions. Participating employees may elect to have an amount between 1% and 10% of his or her Compensation (as defined in the ESPP) on each pay day occurring during an Offering Period (as defined in the ESPP) deducted from each paycheck. During the Offering Period, participating employees may increase or decrease the amount of his payroll deductions. The Company may limit the number of election changes made by the Participant. However, participating employees may decrease his payroll deductions to zero percent at any time during the Offering Period.
Withdrawal. Employees may receive a refund of all withholdings during an Offering Period by providing the Company with notice of their withdrawal at least five days before the last Trading Day (as defined in the ESPP) of the Offering Period.
Re-Enrollment. Participating employees will be automatically re-enrolled in the next Offering Period unless they advise the Company otherwise.
Purchase of Shares. On the last Trading Day of each Offering Period, each participant shall be granted an option to purchase a number of whole shares of common stock determined by dividing such participant’s accumulated payroll deductions by the applicable purchase price. The purchase price shall be equal to 85% (or such greater percentage as designated by the Company) of the market price of the Company’s common stock on the Purchase Date (as defined in the ESPP) or the first Trading Day of the Offering Period, whichever is lower. No participating employee shall purchase more than 2,500 shares of common stock during an Offering Period.
Stockholder Rights. Participating employees will have no rights as shareholders, including dividends or voting rights, with respect to any shares until such shares are actually purchased.
Transferability. Purchase rights granted to participating employees under the ESPP are not assignable or transferable (other than by will or laws of descent and distribution) and may be exercised only by the participating employee (or beneficiary) during his lifetime.
Termination of Employment. Upon an employee’s termination of employment for any reason or if an employee is no longer an eligible employee, the employee will be deemed to have withdrawn from the ESPP and such employee’s balance shall be paid to the employee or the employee’s estate, if applicable.
Termination and Amendment. The Compensation Committee shall have the right to amend the ESPP at any time. Any amendment that increases the aggregate number of shares of the Company’s common stock to be issued under the ESPP, as adopted by the Board of Directors, must be approved by a vote of the stockholders of the Company within twelve (12) months before or after the adoption of such amendment by the Board of Directors. All other amendments to the ESPP will be subject to stockholder approval only to the extent required by applicable law or regulation. The Compensation Committee has the authority to make technical and administrative amendments to the ESPP for the sole purpose of carrying out its administrative responsibilities under the ESPP if such amendment does not require approval by the Company’s stockholders or the Board of Directors.
The Compensation Committee has the right at any time to suspend or terminate the ESPP for any reasons. If the ESPP is terminated, the Compensation Committee may provide, in its discretion, either that the outstanding purchase rights will expire in accordance with the applicable Offering Period (or such earlier date as the Compensation Committee may specify), or that each participating employee’s payroll deductions will be returned to the participant without interest.
If stockholders approve the amendment, AtriCure expects to file an amended and restated ESPP plan document exhibit with the Securities and Exchange Commission which will include the restatement of the first sentence of Section 13.1 of the ESPP described above.
Effective Date and Term. The ESPP was approved by stockholders at the 2018 Annual Meeting, and will be effective until May 22, 2028. The ESPP expires on the tenth anniversary of its effective date.
Administration of the ESPP. The ESPP is administered by the Board of Directors which has delegated the authority to administer the ESPP to the Compensation Committee, who may further delegate its authority to administer the ESPP.
Corporate Transactions. In the event of a merger or Change in Control (as defined in the ESPP), the Offering Period will be shortened and end before the consummation of the merger or the Change in Control.
Resale Limitations. The purpose of the ESPP is to provide common stock to employees for investment purposes and not for resale. However, employees may sell any common stock purchased under the ESPP, subject to any holding periods imposed by the ESPP, the Compensation Committee, or by applicable federal, state or foreign tax or securities laws.
30
Table of Contents
New Plan Benefits. Participation in the ESPP is voluntary, and we cannot presently determine the benefits or amounts that will be received pursuant to the ESPP in the future, as such amounts will depend on the amount of contributions eligible employees choose to make, the actual purchase price of shares in future offering periods and the market value of the common stock on various future dates. Non-employee directors are not eligible to participate in the ESPP. No rights have been granted.

For additional information regarding stock-based awards previously granted please see Note 17and no shares of our common stock have been issued with respect to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-Kadditional 750,000 shares for the year ended December 31, 2019.  

2.which stockholder approval is being sought.

Certain Federal Tax Consequences with Respect to Awards

The following informationbrief summary of the effect of U.S. federal income taxation upon the participating employee and the Company with respect to the shares purchased under the ESPP does not purport to be complete, and does not discuss the tax consequences of a participant’s death or the income tax laws of any state, local or foreign country in which the participant may reside.
The ESPP is not intended to be a complete discussionan “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. The amounts deducted from the salary of a participating employee will constitute ordinary income taxable to the employee. The right to purchase shares of common stock under the ESPP will not have any U.S. federal income tax consequences to either the participating employee or the Company or any of participation in the Amended 2014 Plan and is qualified in its entirety by references to the Code and the regulations adoptedaffiliates. The purchase of common stock under the Code. The provisions of the Code described in this section include current tax law only and doESPP will not reflecthave any proposals to revise current tax law. Theimmediate U.S. federal income tax consequences applicable to officers, directors, and other persons who are subject to potential liability under Section 16(b)the participating employee. The determination of the Exchange Act may be different than theU.S. federal income tax consequences applicable to persons whodepend on whether the shares purchased are not subject to Section 16(b). The federal income tax consequences applicable to all persons, whether or not subject to Section 16(b),disposed of after the expiration of one year after the date those shares are described below.

Incentive Stock Options

Generally, underpurchased by the Code, an optionee will not realize taxable income by reasonparticipating employee and two years after first day of the grant or exercise of an ISO granted pursuantOffering Period (referred to below as the Amended 2014 Plan (see, however, discussion of the alternative minimum tax below)“holding periods”). If an optionee exercises an ISO and does not disposethe holding periods are met, 15% of the shares until the later of (i) two years from the date the option was granted and (ii) one year from the date of exercise, the entire gain, if any, realized upon disposition of such shares will be taxable to the optionee as long-term capital gain, and AtriCure will not be entitled to any deduction. If an optionee disposes of the shares within the period of two years from the date of grant or one year from the date of exercise (a  disqualifying disposition), the optionee generally will realize ordinary income in the year of disposition in an amount equal to the excess of (i) the lesser of (a) the amount, if any, realized on the disposition and (b) the fair market value of the shares of common stock on the datefirst day of the option was exercisedOffering Period (or such other percentage equal to the applicable purchase price discount), or, if less, the excess, if any, of the sale price of the shares at the time of such disposition or death over (ii) the option price. Tototal purchase price of the extent the optionee hasshares, will be treated as ordinary income AtriCureand any additional gain will receive a correspondingbe treated as long-term capital gain. Neither the Company nor any of its affiliate employing the participating employee will be entitled to any U.S. federal income tax deduction subjectwith respect to the application of section 162(m). Any additional gain realized by the optionee on the disposition will be short-term oramount treated as long-term capital gain and any loss will be long-term or short-term capital loss. The optionee will be considered to have disposed of a share if he or she sells, exchanges, makes a gift of or transfers legal title to the shares (except transfers, among others, by pledge, on death or to a spouse). If the disposition is by sale or exchange, the optionee’s tax basis will equal the amount paid for the shares plus anyas ordinary income realized as a result of the disqualifying disposition.

The exerciserules described above for shares disposed of an ISO may subjectafter expiration of the optioneeholding periods.

If the shares are disposed of prior to the so-called “alternative minimum tax” (AMT). The amount by which the fair market valueexpiration of the shares purchased at the time of the exercise exceeds the option exercise price is an adjustment for purposes of computing the AMT. In the event of a disqualifying disposition of the shares in the same taxable year as exercise of the ISO, no adjustment is then required for purposes of the AMT, but regular income tax, as described above, may result from such disqualifying disposition.

An optionee who surrenders shares as payment of the exercise price of his or her ISOholding periods (a “disqualifying disposition”), generally will not recognize gain or loss on his or her surrender of such shares. The surrender of shares previously acquired upon exercise of an ISO in payment of the exercise price of another ISO, is, however, a “disposition” of such stock.  If the ISO holding period requirements described above have not been satisfied with respect to such surrendered stock, such disposition will be a disqualifying disposition that may cause the optionee to recognize ordinary income as discussed above.

24

Table of Contents

Under the Code, all of the shares received by an optionee upon exercise of an ISO by surrendering shares will be subject to the ISO holding period requirements. Of those shares, a number of shares (Exchange Shares) equal to the number of shares surrendered by the optionee will have the same tax basis for capital gains purposes (increased by any ordinary income recognized as a result of a disqualifying disposition of the surrendered shares if they were ISO shares) and the same capital gains holding period as the shares surrendered. For purposes of determining ordinary income upon a subsequent disqualifying disposition of the Exchange Shares, the amount paid for such shares will be deemed to be the fair market value of the shares surrendered. The balance of the shares received by the optionee will have a tax basis (and a deemed purchase price) of zero and a capital gains holding period beginning on the date of exercise. The ISO holding period for all shares will be the same as if the option had been exercised for cash.  

Non-Qualified Stock Options

Generally, there will be no federal income tax consequences to either the optionee or AtriCure on the grant of a NQSO pursuant to the Amended 2014 Plan. On the exercise of a NQSO, the optionee has taxable ordinary income equal to the excess of the fair market value of those shares on the Purchase Date over the aggregate purchase price will be ordinary income at the time of such disqualifying disposition. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deductions may be limited under Section 162(m) and 280G of the Code for compensation paid to certain executives designated in those Sections. Any disposition proceeds in excess of the value of the shares acquired onat the exercise date overwill result in capital gain (or loss) to the participant and will not be deductible by us.

To the extent any (i) grant of an option priceto purchase shares, (ii) purchase of shares or (iii) disposition of shares purchased under the ESPP gives rise to any tax withholding obligation, the Compensation Committee or its delegate may implement appropriate procedures to ensure that such tax withholding obligations are met. Those procedures may include, without limitation, increased withholding from an employee’s current compensation, cash payments to the Company by an employee, or a sale of a portion of the shares. AtriCure willstock purchased under the ESPP, which sale may be entitled to a federal income tax deduction in an amount equal to such excess,  subject torequired and initiated by the Section 162(m) $1 million compensation deduction limitation applicable to compensation paid to specified executives.  

UponCompany. Each participating employer shall give the saleCompany prompt written notice of stock acquired by exerciseany disposition or other transfer of a NQSO, optionees will realize long-term or short-term capital gain or loss depending upon their holding period for such stock. For individuals, capital losses are deductible only to the extent of capital gains for the year plus $3,000. An optionee who surrenders shares in payment of the exercise price of a NQSO will not recognize gain or loss with respect to the shares so delivered unless such shares were acquired pursuant to the exercise of an ISO andoption acquired under the delivery ofESPP, if such sharesdisposition or transfer is a disqualifying disposition. See “Incentive Stock Options” above. The optionee will recognize ordinary income on the exercise of the NQSO as described above. Of the shares received in such an exchange, that number of shares equal to the number of shares surrendered have the same tax basis and capital gains holding period as the shares surrendered. The balance of shares received will have a tax basis equal to their fair market value on the date of exercise and the capital gains holding period will begin on the date of exercise. 

Stock Appreciation Rights

A participant who is awarded a SAR will not have taxable income upon the grant of such SAR and AtriCure will not be entitled to a tax deduction by reason of such grant. Upon the exercise of a SAR, a participant will recognize taxable ordinary income equal to the amount of cash and the fair market value of any shares of common stock received. AtriCure may generally claim a deduction at that time equal to the amount recognized as ordinary income by the participant, subject to the application of Section 162(m).

Restricted Share Awards

The taxability of restricted share awards to a participant is dependent upon the extent to which the award is restricted on the date of grant. If the award is either transferable or not subject to a substantial risk of forfeiture, a participant will recognize taxable ordinary income on the date of grant. If the award is both non-transferable and subject to a substantial risk of forfeiture onmade within two years after the date of grant then unless an electionor within one year after the exercise date.

The foregoing is made as described below, a participant will not recognize taxable ordinarygeneral summary of the material U.S. federal income ontax consequences of the dateESPP and is intended to reflect the current provisions of grant, but will recognize taxable ordinary income at such time or times as an award becomes either transferable or not subject to a substantial risk of forfeiture in an amount equal to the fair market value of such shares at that time. Within thirty days of receipt of an award that is not transferable and subject to a substantial risk of forfeiture, a participant may file an election with the Internal Revenue ServiceCode and the regulations thereunder. This summary is not intended to include as taxable ordinary income in the yearbe a complete statement of receipt an amount equal to the fair market value of the shares subject to the award at the time of receipt. In such event, any subsequent appreciation in the value of such shares will not be taxable as compensation to a participant upon the vesting of shares subject to the award. However, if shares subject to the award are forfeited subsequent to such election, a participant will be entitled to long-term or short-term capital loss depending upon their deemed holding period for such shares equal to the amount paid (if any) for the shares less the amount realized (if any) upon forfeiture. For individuals, capital losses are deductible only to the extent of capital gains for the year plus $3,000. If the shares subject to the award are not forfeited then for purposes of determining the amount of taxable gain or loss upon a subsequent disposition of shares issued pursuant to such an award, the amount of ordinary income to a participant will be treated as the cost basis for such shares. Shares which are held for more than one year after vesting (or in the event of an election as described above, the date of receipt) generally will qualify for long-term capital gain treatment. AtriCure will be entitled to a deduction in such amountapplicable law, nor does it address foreign, state, local and at such time as ordinary income becomes taxable to the participant, subject to the application of Section 162(m).

Restricted Share Unit Awards

A participant who is awarded restricted share units generally will not recognize taxable income at the time of the grant. When vested restricted share units are paid or settled and distributed, the participant will generally recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received less the amount paid for such share units (if any) at such time, and AtriCure will receive a corresponding deduction, subject to the application of Section 162(m).

25

Table of Contents

Performance Based Awards

A participant who is awarded performance shares generally will not recognize taxable income at the time of the grant. When vested performance shares are paid or settled and distributed, the participant will generally recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received less the amount paid for such share units (if any) at such time, and AtriCure will receive a corresponding deduction, subject to the application of Section 162(m).

Application of Section 409A to Deferred Compensation Arrangements

The Amended 2014 Plan provides that the Committee may permit recipients of awards to defer the distribution of all or part of any award in accordance with such terms and conditions as the Committee shall establish. To the extent that a participant makes such a deferral election, Section 409A of the Code subjects the deferral arrangement to certain substantive requirements including (among other items) deferral election and payment timing requirements. In the event that a deferral arrangement fails to comply with Code Section 409A in form or operation, a participant may become subject to: (i) the imposition of Federal incomepayroll tax on all amounts deferred in the tax year in which the amounts are deferred (or, if later, in the tax year when the benefits are no longer subject to a substantial risk of forfeiture); (ii) an additional 20 percent of the includable amount (in addition to the regular income tax at ordinary income rates); and (iii) interest at the underpayment rate plus one percent from the time the amount was first deferred (or, if later, the tax year when the benefits are no longer subject to a substantial risk of forfeiture) until the time the amount is included in income.  

Conclusion

The foregoing summarizesconsiderations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant. Each eligible employee who is outside the United States or is otherwise not a U.S. taxpayer should seek, and doesmust depend upon, the advice of his or her own independent legal and tax advisor or advisors in all non-U.S. jurisdictions relevant to such employee. The foregoing should not include a discussion of stateto be considered as tax advice and local income tax or foreign tax consequences of participation in the Amended 2014 Plan. Participants are encouragedeach eligible employee is advised to consult theirhis or her own independent tax advisors regarding the federal, state and local tax consequences in their particular circumstances and with respect to their particular awards. 

advisor.

Board of Directors’ Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE 2014ATRICURE, INC. 2018 EMPLOYEE STOCK INCENTIVE PLAN.

PURCHASE PLAN TO INCREASE THE SHARES AUTHORIZED FOR ISSUANCE THEREUNDER BY 750,000.

26

31

Table of Contents

PROPOSAL FOUR—ADVISORYFIVE—ADVISORYVOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Wall Street Reform and Consumer Protection Act, (Dodd Act), enacted in July 2010, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers (NEOs)(“NEOs”) as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (Say(“Say on Pay)Pay”).

As described in detail below under the heading “Compensation Discussion and Analysis” beginning on page 3035 of this proxy statement, we seek to closely align the interests of our named executive officers with the interests of our stockholders. We structure our programs to discourage excessive risk-taking through a balanced use of compensation vehicles and metrics with an overall goal of delivering sustained long-term stockholder value while aligning our executives’ interests with those of our stockholders. Further, our programs require that a substantial portion of each named executive officer’s compensation be contingent on delivering performance results that benefit our stockholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return. Stockholders should note that, because the advisory vote on executive compensation occurs well after the beginning of the compensation year and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation programs in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

Stockholder Engagement and Say On Pay Response

Annually, AtriCure offers stockholders the opportunity to cast an advisory vote on our executive compensation program. This annual vote is known as the “say-on-pay” proposal. At our annual meeting in May 2019,  97.1%2022, 96.6% of the votes were in favor of the say-on-pay proposal covering our executive compensation program for 2019.last year. Although a majority of stockholders expressed support for the compensation of the Company’s named executive officers, the Compensation Committee values any additional stockholder feedback and endeavors to respond to stockholders’ concerns. We regularly communicate with our stockholders to better understand their opinions on our business strategy and objectives and to obtain feedback regarding other matters of investor interest, such as executive compensation. Additionally, the Compensation Committee obtains feedback, advice and recommendations on compensation best practices from its independent external compensation consultant, Willis Towers Watson,WTW, and assessedassesses the reports and publications of Institutional Shareholder Services and other proxy advisory firms. The Compensation Committee also reviews the Company's performance, the compensation practices of its peers and compensation surveys and other materials regarding general and executive compensation.

The vote on this matter is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. This vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. The Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

Accordingly, we ask our stockholders to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.

Board of Directors’ Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

27

32

Table of Contents

SECURITY OWNERSHIP OF CERTAINCERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information relating to the beneficial ownership, calculated in accordance with SEC rules, of AtriCure common stock as of March 23, 202027, 2023 by each of our executive officers named in the Summary Compensation Table set forth below, each of our directors,, all of our directors and executive officers as a group and each stockholder known by us to own beneficially more than 5% of our common stock.



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

Beneficial Ownership

Beneficial Owner

 

Shares

 

Options
Exercisable
Within
60 Days

 

Percent
of Class

Holders of More Than 5%

 

 

 

 

 

 

 

FMR LLC (1) 
   245 Summer Street
   Boston, MA 02210

 

5,930,430 

 

 —

 

14.5 

%

BlackRock, Inc. (2) 
   55 East 52nd Street
   New York, NY 10055

 

3,307,464 

 

 —

 

8.1 

%

Wellington Management Group LLP (3) 
   280 Congress Street
   Boston, MA 02210

 

2,484,017 

 

 —

 

6.1 

%



 

 

 

 

 

 

 

Named Executive Officers

 

 

 

 

 

 

 

Michael H. Carrel 

 

514,147 

 

425,000 

 

2.3 

%

M. Andrew Wade 

 

140,173 

 

95,000 

 

 *

 

Justin J. Noznesky 

 

71,255 

 

30,000 

 

 *

 

Salvatore Privitera

 

88,855 

 

 —

 

 *

 

Douglas J. Seith 

 

162,158 

 

 —

 

 *

 

Directors and Nominees

 

 

 

 

 

 

 

Mark A. Collar 

 

82,406 

 

70,000 

 

 *

 

Scott W. Drake 

 

26,234 

 

80,000 

 

 *

 

Daniel P. Florin

 

5,902 

 

 —

 

 *

 

Regina E. Groves

 

25,670 

 

 —

 

 *

 

B. Kristine Johnson

 

25,670 

 

 —

 

 *

 

Mark R. Lanning 

 

120,234 

 

70,000 

 

 *

 

Karen N. Prange

 

5,902 

 

 —

 

 *

 

Sven A. Wehrwein

 

15,234 

 

37,500 

 

 *

 

Robert S. White 

 

18,034 

 

50,000 

 

 *

 

All executive officers and directors as a group (17 persons)

 

1,447,169 

 

945,000 

 

5.8 

%

 Beneficial Ownership
Beneficial Owner SharesOptions
Exercisable
Within
60 Days		Percent
of Class
Holders of More Than 5%      
Vanguard Group Inc. (1) 
   100 Vanguard Boulevard
   Malvern, PA 19355
4,389,815—9.2 %
BlackRock, Inc. (2) 
   55 East 52nd Street
   New York, NY 10055
3,735,766—7.9 %
AllianceBernstein L.P. (3) 
   1345 Avenue of the Americas
   New York, NY 10105
3,565,726—7.5 %
Invesco Ltd. (4) 
   1555 Peachtree Street NE
   Atlanta, GA 30309
3,367,324—7.1 %
Named Executive Officers
Michael H. Carrel 600,363—1.3 %
Angela L. Wirick91,7925,000*
Douglas J. Seith 110,455—*
Justin J. Noznesky 55,471—*
Deborah Yount29,433—*
Directors and Nominees
Mark A. Collar (5)
106,17130,000*
Regina E. Groves19,792—*
B. Kristine Johnson33,435—*
Karen N. Prange13,667—*
Deborah H. Telman5,809—*
Sven A. Wehrwein17,99945,000*
Robert S. White 75,79930,000*
Maggie Yuen5,809—*
All executive officers and directors as a group (16 persons)1,324,144110,0003.0 %
*Indicates ownership of less than 1%.

(1)This information is based on the Schedule 13G (Amendment No. 3) filed with the SEC on February 7, 2020.  

9, 2023.

(2)This information is based on the Schedule 13G (Amendment No. 6) filed with the SEC on February 5, 2020.

3, 2023.

(3)This information is based on the Schedule 13G (Amendment No. 1) filed with the SEC on January 27, 2020.

February 14, 2023.

28

(4)This information is based on the Schedule 13G (Amendment No. 2) filed with the SEC on February 3, 2023.
(5)Not a nominee for election.
33

Table of Contents

Ownership Guidelines

Consistent with its compensation philosophy and the principle of aligning the interests of management and directors of the Company with the interests of its stockholders, the Board of Directors has implemented stock ownership guidelines for “Specified Officers” (defined in the guidelines as those officers required to file beneficial ownership reports with the SEC) and non-employee directors.

Beneficial Owner

Stock Ownership Guideline

Chief Executive Officer

> 3x6x annual base salary

Specified Officers other than Chief Executive Officer

> 1x annual base salary

Non-employee directors

> 3x annual cash retainer*

*Within three (3 years) of the later of the date of adoption of these guidelines or the appointment to the Board of Directors, each of the Company’s non-employee directors is required to have a stock ownership position in the Company in an amount no less than three times their annual cash retainer for their director service, exclusive of any retainers for committee membership or committee chair service.

Holding Period Requirements

Our mandatory holding period policy for long-term incentive awards requires “Specified Officers” (defined in the policy as those officers required to file beneficial ownership reports with the SEC) to retain 50% of the net after-tax shares that are earned pursuant to long-term incentive awards, including stock option and restricted stock awards, until the earlier of (i) the end of a two-year period commencing on the date any shares earned under the award are issued and (ii) the executive’s termination of employment. The mandatory holding period applies to long-term incentive awards granted on or after January 1, 2012.

Pledging and Hedging

Our Insider Trading Policy prohibits directors, officers and employees, including named executive officers, from engaging in hedging or monetization transactions, such as prepaid variable forwards, equity swaps, forward-sale contracts, put options, collars and exchange funds, and from engaging in borrowing against AtriCure’s securities held in a margin account, or pledging AtriCure’s securities as collateral for a loan.

29

34

Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION

Report of the CompensationCompensation Committee of the Board of Directors

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the following members of the Compensation Committee:


COMPENSATION COMMITTEE

Mark R. Lanning,

Karen N. Prange, Chair

Mark A. Collar
B. Kristine Johnson

Deborah H. Telman
Compensation DiscussionDiscussion and Analysis

This Compensation Discussion and Analysis describes the principles, objectives and features of our executive compensation for our chief executive officer and the other executive officers included in the Summary Compensation Table in this Proxyproxy statement. For 2019,2022, our named executive officers were:

•Michael. H Carrel, President and Chief Executive Officer

M. Andrew Wade,

•Angela L. Wirick, Chief Financial Officer

Justin J. Noznesky, Senior Vice President, Marketing and Business Development

Salvatore Privitera, Chief Technical Officer

•Douglas J. Seith, Chief Operating Officer

•Justin J. Noznesky, Chief Marketing and Strategy Officer
•Deborah Yount, Chief Human Resources Officer
Executive Summary

Most of our compensation decisions are made in the first three months of the year, after review of our performance and the performance of our Chief Executive Officer and the other named executive officers. We believe the compensation of all of our named executive officers for 20192022 aligned wellclosely with both our performance in 20192022 and the objectives of our executive compensation policies.

2019

2022 Business Highlights

Throughout 2019,

In 2022, we realized significant revenue growth and continued to buildexpand on our strategic initiatives of product innovation, investing in clinical science and providing superior training and education. InThe year was highlighted by the continued impact from our pillars, with new product innovation driving revenue growth, physician education and awareness expanding our customer base, and clinical science developing new markets globally. Although we continued to experience variability in demand for our products as non-emergent procedures were deferred in order to preserve resources for COVID-19 patients and caregivers, we saw many cases,regions stabilize during the year with overall improvements in procedure volume. Despite the challenging environment resulting from the pandemic, we not only achievedreported annual revenue growth of 20%, representing more than 100,000 patients treated by our key business objectives, but surpassed the goals we setablation and appendage management products, and achievement of several strategic initiatives.
Financial highlights and results for the year. Our financial and operational highlights for 20192022 included:

•Revenue for 20192022 was $230.8$330.4 million, an increase of $29.2 million or 14.5%,20% compared to 20182021 revenue. U.S. revenue increased 14.6% to $185.8 million,Key drivers of growth included the AtriClip® Flex-V® device within the appendage management franchise (launched in 2018), the cryoSPHERE® probe for pain management (first launched in 2019), and international revenue increased 13.9% to $45.0 million.

Gross profit for 2019 was $170.3 million compared to $147.1 million for 2018. the 2022 launch of the EnCompass® clamp in open ablation.

•Gross margin for 2019 increased2022 decreased approximately 60 basis points to 73.8% compared74.4%, reflecting inflationary and supply chain pressures and a shift in product mix to 73.0% for 2018.

In August 2019, we completedlower margin products, offsetting the acquisitionbenefit from higher volume. Despite these pressures, our customers did not experience delays in global delivery of SentreHEART, Inc., a privately held developer of percutaneous left atrial appendage management solutions whose technology is currently being studied in the aMAZE Trial. The acquisition was a strategic addition to AtriCure, significantly expanding addressable markets with a product designed for electrophysiologists.

In February 2019, we launched the cryoICE cryoSPHERE® probe in the United States. We also reached key internal milestones with several new products in development, both submitting and receiving a number of regulatory approvals throughout 2019 for our products, including FDA clearance for expanded labeling claims for the AtriClip devices and CE Mark for the AtriClip Flex·V® LAA Exclusion System and AtriClip Pro·V® device.  

products.

30

35

Table of Contents

We continued

Key strategic and operational advancements of 2022 included:
•PRODUCT INNOVATION. In April 2022, we launched our EnCompass clamp, following the FDA 510(k) clearance received in July 2021. The EnCompass clamp marks innovation in our core open ablation market, and is expected to focusdrive deeper penetration of cardiac surgery procedures. During September 2022, we received final labeling approval for the next generation EPi-Sense ST device and began a limited launch evaluation in the fourth quarter. Additionally, we made significant progress on the progresssubmission of key clinical trials, completing submissions toour products for clearance under the European Union Medical Device Regulation.
•CLINICAL SCIENCE. In February 2022, we received FDA approval for the CONVERGE PMAprotocol for the Hybrid Epicardial and Endocardial Sinus Node Sparing Ablation Therapy for Inappropriate Sinus Tachycardia (IST) clinical trial (HEAL-IST). The HEAL-IST clinical trial is designed to study the safety and efficacy of a hybrid sinus node sparing ablation procedure using the Isolator Synergy Surgical Ablation System for the treatment of symptomatic, drug refractory or drug intolerant IST. The first patient enrollment in the aMAZE trial occurred in December 2019. Additionally,June 2022; site initiation and enrollment is ongoing.
In April 2022, FDA approved the protocol for the Left Atrial Appendage Exclusion for Prophylactic Stroke Reduction (LeAAPS) IDE clinical trial. The trial is designed to evaluate the effectiveness of prophylactic LAA exclusion using the AtriClip LAA Exclusion System for the prevention of ischemic stroke or systemic arterial embolism in cardiac surgery patients without pre-operative AF diagnosis who are at risk for these events. In January 2023, we received approvalannounced first patient enrollment in September 2019 forthe trial; site initiation and enrollment is ongoing.
We also support the publication of clinical data through sponsored clinical trials, investigator sponsor research projects and collaboration on manuscripts and congress abstracts with physicians. There has been a Continued Access Protocol (CAP) for CONVERGE.

Finally, we have continuedsubstantial increase in published clinical data from these activities, leading to make investments in our23 manuscripts published during 2022.

•EDUCATION AND ADOPTION. Our professional education and marketing teams adapted to the pandemic by conducting online and mobile trainings for physicians and our sales team. These adaptations expanded our training programs, which were endorsedmethods and ensured invaluable access to continuing education and awareness of our products and related procedures. The 2021 FDA approval of the EPi-Sense System has enabled us to educate and train physicians on the benefits of Hybrid AF therapy in treating long-standing persistent Afib patients. Our Advanced Hybrid Ablation Training Courses are co-sponsored by the Heart Rhythm Society (HRS).
•ESG. In February 2022, we published our inaugural sustainability report highlighting the many ways in which AtriCure is committed to the fundamental principle to do what is right for our people, communities, healthcare providers, suppliers and the patients who are at the heart of Thoracic Surgeons (STS) in 2019. 

2019our mission. During 2022, we experienced significant employee growth across all functions to support our initiatives and ambitious goals for the future, while also promoting employee retention through internal mobility within the company.

2022 Executive Compensation Highlights

Based on our overall operating environment and business results, the Compensation Committee approved the following key actions for our NEOs for 2019:

Base Salary – Approved annual base salary increases ranging from 3% to 5%2022:

Pay Element2022 Action
Base SalaryApproved annual base salary increases ranging from 3% to 9% of 2021 base salary.
Annual Incentive PlanEstablished performance metrics based on achievement of operational, financial and strategic goals, with significant weight (50%) given to annual revenue growth. During 2022, people strategic goals were established focusing on the attraction, development and retention of talent in addition to strategic DE&I initiatives.
Equity Incentive PlanGranted 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 2022 have two weighted performance targets: revenue compound annual growth rate and relative total shareholder return.
36
Table of 2018 base salary.

Annual Incentive Plan – Approved annual cash bonuses under the annual incentive plan of 143.6% based on performance of financial and functional measures. Achievement of functional measures and actual revenue and gross margin results compared to 2019 performance goals resulted in above target annual incentive award payouts to our named executive officers for 2019.

Equity Incentive Awards – Granted long-term incentive compensation opportunities in the form of restricted stock awards and performance share awards. Beginning in 2019, the Compensation Committee has adjusted the mix of equity grants to NEOs (other than the CEO) to 50% long-term performance share awards (at target) and 50% time-based restricted stock. The mix of equity grants for the CEO are 70% long-term performance share awards (at target) and 30% time-based restricted stock.

2019Contents

2022 Stockholder Say on Pay Vote

At each Annual Meeting of the Company’s stockholders since 2013, the Company has held a “Say on Pay Vote,”Vote”, which is a non-binding advisory resolution stating that stockholders approve the compensation paid to the Company’sCompany���s Named Executive Officers. The Compensation Committee carefully considers the results of this vote each year. Company stockholders approved the Say on Pay Vote with over 97 percent95% support last year.in both 2022 and 2021. The Compensation Committee believes that this levelconsidered these levels of support reflects favorably onas it reviewed the Company’s executive compensation programprograms and the actions taken by our Compensation Committee.

its decisions related to executive compensation.

31

Table of Contents

Compensation Philosophy and Objectives

Our compensation philosophy is rooted in a pay for performance approach thatwhile also considering internal equity and fairness. This approach is designed to strongly link executive officer compensation to our performance. Executive incentive compensation is tied to measurable results intended to create long-term value for our stockholders. Our executive compensation program is designed to promote the following objectives:

•To align the interests of our executives with those of our stockholders who intend to stay invested over a multi-year period;

•To attract,, motivate and retain talented executives; and

•To compensate executives based upon the value of their individual and collective contributions to achieving corporate goals and objectives.

Our executive compensation program provides for base salaries that reflect the following primary factors: level of responsibility, individual performance, internal fairness and external competitiveness. Additionally, the program provides for both annual incentive awards that are payable upon our achievement of annual financial and management objectives, as well as long-term equity incentives that are intended to align and strengthen the mutuality of interest betweenamong management, other key employees and our stockholders.

As shown in the following graphic, the largest component of our compensation plan is dependent on the accomplishment of the Company’s financial and functional objectives for a year or more and is directly impacted by market performance of the stock. In the caseBased on 2022 summary compensation table (SCT) compensation, 90% of the CEO 87% of his target compensationSCT is variable or “at risk”, while 74% of81% the other named executive officers’ compensationSCT is variable.

Picture 10

83038304
Below we summarize certain executive compensation program and governance practices – both the practices we have implemented to drive performance and the practices we avoid because we do not believe they would serve our shareholders’stockholders’ long-term interests.

32

37

Table of Contents

What AtriCure Does

✓

Pays for performance

A significant portion of executive pay is not guaranteed, but rather is at-risk and tied to the achievement of various performance metrics that are disclosed to shareholders.stockholders. In addition, a significant portion of CEO and NEO compensation consists of equity incentive awards. The value of equity from these awards is related to the Company’s stock price, which aligns with the interests of all shareholders.

stockholders.

✓

Sets NEO salary guidelines on an annual basis

The Company generally considers NEO salaries as part of its annual performance review process in an effort to be responsive to industry trends.

✓

Balances short-term and long-term incentives

The incentive programs provide an appropriate balance of annual and longer-term incentives, with long-term incentive compensation comprising a substantial percentage of target total compensation.

✓

Uses multiple performance metrics

These mitigate the risk of the undue influence of a single metric by utilizing multiple performance measures for annual incentive awards and multi-year vesting for long-term incentive awards.

✓

Caps award payouts

Amounts of payments under the Annual Incentive Planannual incentive plan are capped. Amounts or shares that can be earned under our equity plans are capped, both for stock options and for stock awards.

✓

Uses market-based approach for determining NEO target pay

Target compensation for NEOs is set after consideration of market data on compensation at other medical device and life science companies.

✓

Maintains double-trigger change in control agreements

The Company maintains change in control agreements with certain of its NEOs, which require termination during a change in control period for severance payments to occur.

✓

Maintains stock ownership guidelines for all NEOs

The Company has the following minimum stock ownership requirements: CEO – threesix times base salary; Other NEOs – one timetimes base salary. All NEOs meet these requirements.

✓

Maintains a clawback policy for recovery of prior incentive compensation

Awards issued pursuant to the Amended 2014 Stock Incentive Planour equity plans are subject to the Clawback Policy.

✓

Evaluates risk related to executive compensation

The Committee regularly evaluates the Company’s compensation policies and practices, or components thereof, for risks that are reasonably likely to have a material adverse effect on the Company.

✓

Acts through an independent Compensation Committee

The Committee consists entirely of independent directors.

✓

Seeks investor feedback

The Company considers the say-on-pay vote and discusses its compensation practices with investors.

38
Table of Contents

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 the Amended 2014 Stock Incentive Planour 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 Named Executives OfficersNEOs that are different from or in addition to those offered to our employees.

33

Table of Contents

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.

During 2019, the Compensation Committee engaged Willis Towers Watson as an independent compensation consultant and also secured the approval of Mr. Carrel’s compensation by all non-employee directors as recommended by the Compensation Committee. 

philosophy.

Compensation Consultants

The Compensation Committee has the authority to engage the services of outside advisors as necessary to meet its responsibilities. Every three years,Annually, the Compensation Committee engages the outside service advisors to reevaluate the criteria used to evaluate the peer companies.

In 20192022, the Compensation Committee engaged Willis Towers WatsonWTW 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 Willis Towers Watson,WTW, it considered the factors identified in NasdaqNASDAQ Listing Rule 5650(d)(3)(D) in connection with its determination that Willis Towers WatsonWTW is independent.

As part of the executive competitive pay assessment, Willis Towers WatsonWTW 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, Willis Towers WatsonWTW 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) business modelfinancial and organization characteristics. As a result of the peer group review, Willis Towers Watson proposed the removal of K2M Group Holdings from the peer group. The Compensation Committee reviewed, discussed and approved the change as K2M Group Holdings was acquired by Stryker Corporation in November 2018. The approvedpeer group. Changes to the peer group for 2019in 2022 included the removal of LeMaitre Vascular, Inc. and Quidel Corporation; addition of Alphatec Holdings, Inc., LivaNova Plc, and Shockwave Medical, Inc.; and the rebranding of Cryolife Inc. to Artivion, Inc. The evaluation of 2022 compensation consisted of the following companies:

39
Table of Contents

ABIOMED, Inc.

EndologixInspire Medical Systems, Inc.

Nevro Corp.

Penumbra, Inc.

AngioDynamics,Alphatec Holdings, Inc.

GlaukosInsulet Corp.

RTI Surgical,Shockwave Medical, Inc.

Atrion Corp.

Artivion, Inc.

Insulet Corp.

iRhythm Technologies, Inc.

STAAR Surgical Company

AxoGen, Inc.LivaNova PlcTactile Systems Technology, Inc.

Cardiovascular Systems, Inc.

iRhythm Technologies,Mesa Laboratories, Inc.

Tandem Diabetes Care, Inc.

CryoLife Inc.

Glaukos Corp.

LeMaitre Vascular, Inc.

Nevro Corp.

Willis Towers Watson’s

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 Willis Towers Watson’sWTW’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.

proxy statement.

In addition to peer compensation data, we review life sciences and general industry survey data for assessing pay competitiveness relative to market.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.market for these positions. The goal in using market survey data is to strike a balance between external competitiveness and internal equity and to align pay to the Company’s compensation philosophy.

34

Table of Contents

Elements of Executive Compensation

Compensation to our executive officers generally consists of the following elements:

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.

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 generally three years.

In addition, our executive officers generally receive the same health and welfare benefits package available to all of our employees. We believe this mix of cash and equity compensation and short and long-term compensation afforded to all of our executives is consistent with our compensation philosophy and furthers our overall compensation objectives by encouraging short and long-term performance and creating an effective management team which can lead our growth and expansion and maximize stockholder value.

The Compensation Committee has reviewed the risk profile of the various elements of our executive compensation program, including the performance objectives and target levels used in connection with incentive awards, and has considered the risks our executive officers might be incentivized to take with respect to such elements. When establishing the mix among these elements, the Compensation Committee is careful not to encourage excessive risk taking and, as a result, the Compensation Committee believes that our executive compensation program does not incentivize the executive officers to engage in business activities or other behavior that would threaten the value of the Company or the investments of its stockholders.

40
Table of Contents
1. Base Salary. In determining base salaries, we consider a variety of factors, including the officer’s job scope and level of responsibility, as well as individual factors such as experience, skills and performance. We also consider market data relating to compensation for similar positions at other medical device and life science companies and competitive factors in the industry. In addition, we consider relative levels of pay among our officers and recommendations from the Chief Executive Officer.



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Executive Officer

 

2018 Salary

 

2019 Salary

 

% Increase

Michael H. Carrel 

 

$

722,250 

 

$

744,000 

 

3 

%

M. Andrew Wade 

 

 

400,243 

 

 

420,256 

 

5 

 

Justin J. Noznesky

 

 

347,372 

 

 

364,741 

 

5 

 

Salvatore Privitera

 

 

351,750 

 

 

369,338 

 

5 

 

Douglas J. Seith 

 

 

438,124 

 

 

460,031 

 

5 

 

Salary levels are generally considered annually as part of our annual performance review process, as well as upon a promotion or other change in job responsibility. Salary guidelines are set each year to reflect our industry’s competitive environment, balanced by the desire to control the overall cost of salaries and wages.

wages, as well as consistency with our annual employee merit increase guidelines.


Executive Officer2021 Salary2022 Salary% Increase
Michael H. Carrel $766,320 $804,310 5 %
Angela L. Wirick392,700 426,080 9 
Douglas J. Seith506,770 521,973 3 
Justin J. Noznesky396,550 408,447 3 
Deborah Yount— 410,000 
N/A(1)
(1)Ms. Yount was hired as the Company's Chief Human Resources Officer on June 1, 2022. Salary information is not provided for years prior to 2022 as she was not a named executive officer. Pursuant to Ms. Yount's offer letter, her annual salary in 2022 was $410,000.
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 20192022 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.

35

Table of Contents

The Compensation Committee set target objectives that the Committee believed  would be difficultdeemed challenging to attain. For 2019, theThe determination of the annual incentive targets was based on financial and functional measures.  2019 financial performance measures included worldwide revenue growth and worldwide gross margin and comprised 70% of the total award opportunity, while 2019 functional performance measures related to specific Innovation, Clinical Science and Training and Education objectives comprised 30% of the total award opportunity. 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 shareholders.stockholders. The Compensation Committee also used functional objectives related to innovation, clinical science and education, and starting in 2022, established people objectives, because it believedunderstands these objectives were directly linked to creating long-term value for shareholders.stockholders. Given the significance of our people to our success, the addition of "people objectives" focused on the attraction, development and retention of talent in addition to strategic DE&I initiatives. The Compensation Committee applied purposeful business judgment in setting the objectives, maximum, target, threshold and weight of performance objectives.



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Objectives

Maximum

 

Target

 

Threshold for Entry

 

Weight

 

Actual Results

 

Achievement

 

Payout Factor

Payout Range

200%

 

100%

 

50%

 

 

 

 

 

 

 

 

Worldwide Revenue Growth(1)

16%

 

12%

 

10%

 

60%

 

13.8%

 

146.0%

 

87.6%

Worldwide Gross Margin(1)

75%

 

74%

 

73%

 

10%

 

74.4%

 

140.0%

 

14.0%

Functional Objectives(2)

15 goals

 

10 goals

 

8 goals

 

30%

 

12 goals

 

140.0%

 

42.0%

(1)Worldwide Revenue Growth and Worldwide Gross Margin are reflectiveobjectives, with the goal of the legacy AtriCure, Inc. operations and do not include revenue or gross margin attributableincluding a mix of objectives that range from attainable to SentreHEART operations included in the 2019 results beginning on August 14, 2019 (date of acquisition).

(2)Functional objectives include the following (a) four Innovation goals include FDA 510k submissions and progress milestones of product development projects, (b) seven Clinical Science goals related to PMA submissions, new clinical trial protocol approvals and specific enrollment levels for our clinical trials as well as publication submissions, and (c) four Training and Education goals that involved minimum training enrollments for specific courses and development and endorsement of training programs.

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 20192022 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.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Officer

 

Base Salary
($)

 

Percentage of
2019 Base
Salary at
Threshold
Goals (%)

 

Percentage of
2019 Base
Salary at
Target Goals
(%)

 

Percentage of
2019 Base
Salary at
Maximum
Goals (%)

 

Target
Incentive ($)

Michael H. Carrel

 

$

744,000 

 

50 

%

 

100 

%

 

200 

%

 

$

744,000 

M. Andrew Wade

 

 

420,256 

 

25 

 

 

50 

 

 

100 

 

 

 

210,128 

Justin J. Noznesky

 

 

364,741 

 

25 

 

 

50 

 

 

100 

 

 

 

182,370 

Salvatore Privitera

 

 

369,338 

 

25 

 

 

50 

 

 

100 

 

 

 

184,669 

Douglas J. Seith

 

 

460,031 

 

38 

 

 

75 

 

 

150 

 

 

 

345,023 
41

Total

Table of Contents
Executive OfficerBase Salary
($)		Percentage of 2022 Base Salary at Threshold Goals (%)
Percentage of 2022 Base Salary at Target
Goals (%)
Percentage of 2022 Base Salary at Maximum Goals (%)Target
Incentive ($)
Michael H. Carrel$804,310 50 %100 %200 %$804,310 
Angela L. Wirick426,080 28 55 110 234,344 
Douglas J. Seith521,973 43 85 170 443,677 
Justin J. Noznesky408,447 28 55 110 224,646 
Deborah Yount(1)
410,000 28 55 110 132,211 
(1)Ms. Yount was hired as the Company's Chief Human Resources Officer on June 1, 2022. Pursuant to Ms. Yount's offer letter, she was enrolled in the Company's annual Corporate Incentive Plan with a target potential of 55% of her base salary, prorated to June 1, 2022.
The following table outlines the 2022 annual incentive plan and actual results. When compared to prior years' annual incentive plans, the 2022 annual incentive plan had a higher threshold for the entry worldwide revenue used to calculategrowth objective, a similar threshold for the incentivestarget worldwide revenue growth objective, and the gross margin thresholds for 2019entry, target and maximum achievement were also higher than the prior plan. As shown below, the worldwide revenue growth objective achieved slightly higher than target, while worldwide gross margin fell below the threshold for entry. Pillar objectives reached the threshold for entry while maximum achievement was $229.5 million,reached on people objectives, resulting in a 146.0% payout101.4% achievement of the annual incentive plan based on the design below.

ObjectivesMaximumTargetThreshold for EntryActual ResultsWeightAchievementAIP Contribution
Payout Range200%100%50%
Worldwide Revenue Growth25.0%20.3%16.0%20.4%50.0 %102.9 %51.4 %
Worldwide Gross Margin76.0%75.5%75.0%74.0%10.0 %— %— %
Pillar Objectives(1)
12 goals9 goals7 goals9 goals30.0 %100.0 %30.0 %
People Objectives(2)
3 goals2 goals1 goal3 goals10.0 %200.0 %20.0 %
(1)Pillar objectives include the following (a) five Innovation goals including FDA 510(K) submissions, international regulatory approvals and progress milestones of product development projects, (b) four Clinical Science goals related to the revenue goal. Gross margin usedlabel expansions, site initiations, new clinical trial protocol approvals and specific enrollment levels for our clinical trials, and (c) three Training and Education goals that involve increased product adoption and addition of new customer accounts.
(2)People objectives include three goals related to calculate the incentive for 2019 was 74.4%, resulting in a 140.0% payout. The functional goals were achieved in varying degrees, resulting in a 140.0% payout. In the aggregate, the participants earned their incentives at 143.6% of their targets. 

recruiting, professional development, retention and DE&I objectives.



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Executive Officer

 

Base Salary

 

Percentage of
Base Salary
Earned (%)

 

Amount of
Award ($)

Michael H. Carrel 

 

$

744,000 

 

143.6 

%

 

$

1,068,384 

M. Andrew Wade 

 

 

420,256 

 

71.8 

 

 

 

301,744 

Justin J. Noznesky 

 

 

364,741 

 

71.8 

 

 

 

261,884 

Salvatore Privitera

 

 

369,338 

 

71.8 

 

 

 

265,184 

Douglas J. Seith 

 

 

460,031 

 

107.7 

 

 

 

495,453 

3. Equity Incentive Awards. We issue equity awards to our executive officers and employees under our Amended 2014 Stock Incentive Planequity plans to create an opportunity for our executive officers and employees to acquire an equity ownership interest in the Company and thereby motivate and retain executive talent and align employees and executives with the long-term interests of stockholders. Share-based awards are intended to reflect the participant’s position, responsibility, contributions and performance and to consider market data

36

Table of Contents

and each individual’s current equity position. We believe that share-based awards will stimulate pride in ownership and motivate employees and executives to commit themselves to our performance and increasing stockholder value.



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

Estimated Possible Payouts
Under Equity Incentive
Plan Awards

 

Stock
Awards:
Number of
Shares of
Stock or 

 

Grant Date
Fair Market
Value of Stock  or Option



 

 

 

 

 

 

 

 

 

 

 

 

 

Executive Officer

 

Grant
Date

 

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

 

Units
(#)

 

Awards
($)

Michael H. Carrel 

 

 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

45,498 

 

90,997 

 

181,994 

 

 

 

$

2,799,978 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

38,999 

 

$

1,199,999 

M. Andrew Wade 

 

 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

7,718 

 

15,437 

 

30,874 

 

 

 

$

474,996 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

15,437 

 

$

474,996 

Justin J. Noznesky 

 

 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

5,281 

 

10,562 

 

21,124 

 

 

 

$

324,993 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

10,562 

 

$

324,993 

Salvatore Privitera

 

 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

5,281 

 

10,562 

 

21,124 

 

 

 

$

324,993 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

10,562 

 

$

324,993 

Douglas J. Seith 

 

 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

8,937 

 

17,874 

 

35,748 

 

 

 

$

549,983 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

17,874 

 

$

549,983 

The Compensation Committee continually reviews the value and mix of equity awards granted to executive officers in light of equity awards at peer group companies but does not target any specific position with respect to these peer group companies.companies. The Compensation Committee also considers wealth accumulation for executive officers as a factor in making additional equity awards both as to type of award and number of underlying shares. After receiving and considering the input of investors and institutional advisory firms,Beginning in 2018, the Compensation Committee adjusted the mix of equity grants to NEOs to include both long-term performance share awards and time-based restricted stock. Beginning inSince 2019, the Compensation Committee has adjusted to the mix of equity grants tofor NEOs (other than the CEO) toCEO and certain promotion-related grants) has been 50% long-term performance share awards and 50% time-based restricted stock. The mix of equity grants for the CEO areis 70% long-term performance share awards and 30% time-based restricted stock.

The performance

Performance share awards are tied(PSAs) granted prior to a2021 have performance targets based on the Company's revenue compound growth rate (CAGR) over the three-year performance goal with a three-year compound annual growth rate.period. PSAs granted since 2021 have two weighted performance targets measured at the end of the three year performance period: (i) the Company's revenue CAGR and (ii) relative total shareholder return (TSR). TSR is measured against the NASDAQ Health Care Index constituents and the 20-trading-day average stock price prior to the end of the performance period over the 20-trading-day average stock price prior to the beginning of the performance period.PSAs granted in 2021 have payout opportunities ranging from 0% to 200% of the target amount, based on equally weighting of the performance targets. The 2019 performance share awards2021 TSR market goal had respective threshold, target, above target and maximum objectives of 8%, 12%30th, 50th, 70th and 16% growth in three-year compound annual worldwide revenue. The Compensation Committee may, at its sole discretion, modify the Performance Goals, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business (including, without limitation, the Company’s acquisition of another business or company), operations, corporate structure or capital structure80th percentiles with satisfaction of the Company or its subsidiaries, the manner in which it conducts its business, or other events or circumstances. Satisfaction
42
Table of these Contents
threshold, target, above target and maximum objectives would resultresulting in a respective payout of up to 50%, 100%, 150% and 200% of target shares, respectively. PSAs granted in 2022 have payout opportunities ranging from 0% to 300% of the executive officer’s base salary. Grantstarget amount and are weighted 60% on the CAGR performance target and 40% on the TSR performance target. The 2022 TSR market goal had respective threshold, target, above target, stretch and maximum objectives of 30th, 55th, 70th, 80th and 95th percentiles with satisfaction of the threshold, target, above target, stretch and maximum objectives resulting in 50%, 100%, 150%, 200% and 300% of target shares, respectively. Payout of shares under the TSR component are capped at target if AtriCure’s TSR is negative. The performance and market condition payouts will be determined independently and accumulated to determine the total payout for the three-year performance period, subject to the maximum payout defined in the PSA agreements.
The allocation of the number of shares for the 2022 performance share grant is calculated based on the closing stock price on date of grant and weighted between the two performance targets. However, the fair value is calculated independently:
•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 or subsequent modification (as applicable). The grant date fair value of these 2022 awards was $69.59 for awards granted on March 1, 2022, and $39.94 for awards granted for the hiring of the Company's Chief Human Resources Officer on June 1, 2022.
•The fair value of performance share awards with the TSR market condition is estimated on the grant date using a Monte Carlo simulation. The determination of the fair value is affected by the Company and NASDAQ Health Care Index constituents, as defined by the award agreement, at the beginning of the service period and grant date, the expected volatility of the Company and NASDAQ Health Care Index constituents' stock price over the performance period and the correlation coefficient of the daily returns for the Company and NASDAQ Health Care Index constituents over the performance period. The grant date fair value of the 2022 performance share awards with the TSR market condition was $139.32 for awards granted on March 1, 2022, and $61.28 for awards granted for the hiring of the Company's Chief Human Resources Officer on June 1, 2022.
The disparity in the fair value of the revenue CAGR and TSR portions of the performance share awards is driven by the inputs utilized in the measurement of the TSR performance shares. Specifically, the coefficient of correlation of the daily returns for the Company and NASDAQ Health Care Index constituents stock price over the performance period demonstrated that AtriCure's common stock is expected to outperform the NASDAQ Health Care Index constituents based on historical activity, causing a greater estimated fair market value on the date of grant.
The equity incentive awards granted in 2022 are as follows:
Estimated Possible Payouts
Under Equity Incentive
Plan Awards		Stock
Awards:
Number of
Shares of
Stock or Options
Long term Incentive Value(1)
Grant Date
Fair Market
Value of Stock or Option(2)
Executive OfficerGrant
Date		Threshold
(#)		Target
(#)		Maximum
(#)		Units
(#)		Target
($)		Awards
($)
Michael H. Carrel 
   PSAs3/1/202226,40452,809158,427$3,675,000 $5,147,955 
   RSAs3/1/202222,632 $1,575,000 $1,574,961 
Angela L. Wirick
   PSAs3/1/20224,670 9,34028,020 $650,000 $910,482 
   RSAs3/1/20229,340 $650,000 $649,971 
Douglas J. Seith
   PSAs3/1/20226,286 12,573 37,719 $875,000 $1,225,627 
   RSAs3/1/202212,573 $875,000 $874,955 
Justin J. Noznesky 
   PSAs3/1/20223,4126,82520,475$475,000 $665,315 
   RSAs3/1/20226,825 $475,000 $474,952 
Deborah Yount
   PSAs(3)
6/1/20227,70415,40846,226$675,000 $746,914 
   RSAs6/1/202216,900$675,000 $674,986 
43
Table of Contents
(1)The allocation of the number of shares for the 2022 performance share grant is calculated based on long term incentive value divided by the closing stock price on date of grant.
(2)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 vest in in 33% increments over three years. Stock option grants typically vest in 33% increments over three years. 

awards and performance share awards with revenue CAGR performance conditions for awards granted on March 1, 2022 and June 1, 2022 was $69.59 and $39.94, respectively, while fair value of performance share awards with the TSR market condition for awards granted on March 1, 2022 and June 1, 2022 was $139.32 and $61.28, respectively.

(3)Ms. Yount was hired as the Company's Chief Human Resources Officer on June 1, 2022. Pursuant to Ms. Yount's offer letter, she received an equity grant on June 1, 2022 which consisted of restricted share awards valued at $675,000 and performance share awards valued at $675,000. In accordance with the PSA agreement, the number of performance share awards prorated based on her start date.
The Compensation Committee recognizes that both the annual incentive plan and the long-term performance share awards utilize the Company’s worldwide revenue growth as a performance metric. 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 regularly engages with investors regarding the performance metrics that are most important. Based on this engagement, the Company understandsbelieves that many of its current and prospective investors view worldwide revenue growth as the single most important performance metric of the Company.

The Company also regularly engages with investors regarding the performance metrics that are most important. Based on this engagement, beginning in 2021 the long-term performance share awards also utilize total shareholder return (TSR) as a market metric.

Each year, the Compensation Committee considers grants for executive officers and employees based on recommendations from the CEO, as well as the factors described above. With respect to newly hired or promoted executives, the size of the initial equity grants areis determined based on the individual’s position, experience and competitive market information. New hire or promotion grants are generally made at the date of hire.hire or promotion. The exercise price for options (if granted) equals the fair market value of our common stock on the date of the grant.

Recovery of Prior Incentive Compensation

Our Clawback Policy provides that in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Board of Directors shall require reimbursement to the Company of any performance-based award made to any officer of the Company where: (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements filed with the SEC; (ii) the members of the Board of Directors who are considered “independent” for purposes of the listing

37

Table of Contents

standards of NasdaqNASDAQ determine the officer engaged in intentional misconduct that caused or substantially caused the need for the accounting restatement;restatement and (iii) a lower payment would have been made to such officer based upon the restated financial results. In each such instance, the Company will, to the extent practicable, seek to recover from the officer the amount by which any performance-based awards paid to such officer for the relevant period exceeded the lower payment that would have been made based on the restated financial results.

AtriCure’s Amended 2014 Stock Incentive Plan provides that any award issued under it shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recoupment or recovery policy adopted by the Company, Compensation Committee or Board, as thereafter amended, including any policy adopted to comply with the rules of NasdaqNASDAQ or the SEC. The 2023 Stock Incentive Plan, if it is approved by stockholders, contains a similar provision. As a result, awards issued pursuant to the Amended 2014 Stock Incentive Planour equity plans are subject to the Clawback Policy.

The Company reserves the right AtriCure anticipates revising its Clawback Policy, as needed, to include these and other additional compensation recovery provisions in equity award agreements for executive officers. Only July 1, 2015, the SECconform with applicable clawback policy mandates issued proposed rules implementing Section 954 of the Dodd-Frank Act, which would obligate national securities exchanges to adopt listing standards that require listed companies to adopt and disclose clawback policies to recover from current and former executive officers’ excess incentive-based compensation attained during the three fiscal years preceding the date on which the company is required to prepare a financial restatement to correct a material error. Unlike the mandatory clawback requirements enforced by the SEC and as may be issued under the Sarbanes-Oxley Act, to which public companies are already subject, under the proposed rules, no fault would be required for the clawback to apply, the clawback would fall on the issuer as opposed to the SEC. However, the rules are only proposed, and there is uncertainty surrounding when these rules will be finalized in light of the current political landscape. As a result, the Company expects to revisit its compensation recovery policies after final rules are adopted.

NASDAQ listing standards.

Perquisites

We do not generally provide executives with perquisites other than programs made available to all Company employees. Mr. Carrel’s employment agreement provides for reimbursement of certain out-of-pocket expenses, including temporary housing and for reimbursement for incremental term life insurance. Mr. Seith receives an annual car allowance of $7,200, consistent with the car allowances provided to other AtriCure field-based personnel.

The Compensation Committee adopted a policy that states that NEOs of the Company will not be reimbursed by the Company for personal taxes owed by them resulting from their receipt of perquisites, other than for relocation expenses. The Committee has made an exception to this policy for Mr. Carrel’s life insurance premium payments, which was part of the incentive package offered to Mr. Carrel when he joined the Company.

The business purpose and rationale of these perquisites relates to the Company’s interest in providing executive compensation that attracts and retains its executive officers.

38

44

Table of Contents

Summary

Summary Compensation Table

The following table sets forth summary compensation information for 2019, 20182022, 2021 and 20172020 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, 2019. Except as provided below, none of our named executive officers received any other compensation required to be disclosed by law or in excess of 10% of their total annual compensation.

2022.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

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 

 

2019

 

$

740,375 

 

$

3,999,977 

 

$

 —

 

$

1,068,384 

 

$

21,039 

(5)

 

$

5,829,775 

  President and Chief

 

2018

 

 

714,375 

 

 

2,249,984 

 

 

 —

 

 

822,816 

 

 

20,822 

(5)

 

 

3,807,997 

  Executive Officer

 

2017

 

 

670,650 

 

 

3,032,000 

 

 

 —

 

 

432,459 

 

 

21,240 

(5)

 

 

4,156,349 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M. Andrew Wade 

 

2019

 

 

416,920 

 

 

949,992 

 

 

 —

 

 

301,744 

 

 

8,400 

 

 

 

1,677,056 

  Chief Financial Officer

 

2018

 

 

392,569 

 

 

849,974 

 

 

 —

 

 

299,982 

 

 

8,250 

 

 

 

1,550,775 



 

2017

 

 

349,825 

 

 

568,500 

 

 

 —

 

 

149,294 

 

 

8,100 

 

 

 

1,075,719 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Justin J. Noznesky 

 

2019

 

 

361,846 

 

 

649,986 

 

 

 —

 

 

261,884 

 

 

8,400 

 

 

 

1,282,116 

  Senior Vice President,  

 

2018

 

 

342,109 

 

 

607,470 

 

 

 —

 

 

260,355 

 

 

8,250 

 

 

 

1,218,184 

  Marketing and Business

 

2017

 

 

313,290 

 

 

568,500 

 

 

 —

 

 

133,107 

 

 

8,100 

 

 

 

1,022,997 

  Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salvatore Privitera

 

2019

 

 

366,406 

 

 

649,986 

 

 

 —

 

 

265,184 

 

 

8,400 

 

 

 

1,289,976 

Chief Technical Officer (6)

 

2018

 

 

348,958 

 

 

499,989 

 

 

 —

 

 

263,637 

 

 

8,250 

 

 

 

1,120,834 



 

2017

 

 

147,197 

 

 

1,414,800 

 

 

 —

 

 

62,284 

 

 

 —

 

 

 

1,624,281 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas J. Seith 

 

2019

 

 

456,380 

 

 

1,099,966 

 

 

 —

 

 

495,453 

 

 

15,600 

(7)

 

 

2,067,399 

  Chief Operating Officer

 

2018

 

 

435,998 

 

 

849,974 

 

 

 —

 

 

492,561 

 

 

15,450 

(7)

 

 

1,793,983 



 

2017

 

 

419,810 

 

 

1,137,000 

 

 

 —

 

 

268,936 

 

 

15,300 

(7)

 

 

1,841,046 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SalaryStock AwardsOption AwardsNon-Equity
Incentive Plan
Compensation		All Other
Compensation		Total
Name and PositionYear($)
($) (1)
($) (2)
($) (3)
($) (4)
($)
Michael H. Carrel 2022$795,478 $6,722,916 — $816,374 $12,200 $8,346,968 
  President and Chief2021766,320 5,594,896 — 1,149,480 24,378 (5)7,535,074 
  Executive Officer2020717,898 4,469,079 — 360,809 21,259 (5)5,569,045 
Angela L. Wirick(6)
2022420,516 1,560,452 — 237,859 10,250 2,229,077 
  Chief Financial Officer2021391,417 1,260,650 — 294,525 8,700 1,955,292 
2020327,920 1,889,356 — 65,769 8,550 2,291,595 
Douglas J. Seith2022519,439 2,100,582 — 450,332 19,400 (7)3,089,753 
  Chief Operating Officer2021505,114 2,054,042 — 646,132 15,900 (7)3,221,188 
2020473,374 1,354,678 — 204,116 15,750 (7)2,047,918 
Justin J. Noznesky 2022406,464 1,140,266 — 228,015 10,250 1,784,995 
  Chief Marketing and2021394,625 997,666 — 297,413 8,700 1,698,404 
  Strategy Officer2020368,790 704,449 — 93,042 8,550 1,174,831 
Deborah Yount(8)
2022239,167 1,421,900 — 134,194 125,000 (8)1,920,261 
  Chief Human Resources2021— — — — — — 
  Officer2020— — — — — — 
(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 RSARSAs and PSAPSAs (at target) awards by the closingestimated 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 pricevalue of sharesthe Company's stock on the date of our Common Stockgrant 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 accordance with FASB ASC Topic 718.2020 assume achievement at target performance level, the maximum achievement allowed based on the modification and reflect the modified fair value as discussed in the 2021 Proxy Statement under the heading "Modification of Performance Share Awards". Restricted stock awards and performance share awards for 20182021 performance were granted in 20192022 and so these awards are reflected in 20192022 compensation. Restricted stock awards for 20172020 performance were granted in 20182021 and so these awards are reflected in 20182021 compensation. Restricted stock and option awards for 20162019 performance were granted in 20172020 and so these awards are reflected in 20172020 compensation. The aggregate grant date fair value of PSA awards granted in 20192022 for 20182021 performance assumingassume achievement at target performance levels was as follows:

Executive Officer

Granted in 2019

2022

Michael H. Carrel 

$

2,799,978 5,147,955 

M. Andrew Wade

Angela L. Wirick

$

474,996 910,482

Douglas J. Seith

1,225,627
Justin J. Noznesky

$

324,993 665,315

Salvatore Privitera

Deborah Yount

$

324,993 

Douglas J. Seith

$

549,983 746,914

(2)No option awards were granted during 2019, 2018,2022, 2021, or 2017.

2020.

(3)Amounts shown represent incentive-based awards earned in 2019, 20182022, 2021 and 20172020 pursuant to annual incentive-based award programs.

(4)Amounts shown include the matching contributions made under our 401(k) Plan.

Plan and other amounts as noted.

(5)Amounts shown include incremental life insurance premiums paid on behalf of Mr. Carrel of $12,639$15,679 in 2019, $12,5722021 and $12,709 in 20182020.
(6)Ms. Wirick became the Company’s Chief Financial Officer effective on August 6, 2020. Ms. Wirick worked in various Finance positions since joining AtriCure in 2014. Pursuant to Ms. Wirick’s offer letter, she received two equity grants totaling $2,250,000 in value. The first grant on August 6, 2020 consisted of restricted shares (RSAs) valued at $1,500,000. The RSAs vest over three years at a rate of 33.3% per year on the anniversary of the grant date, subject to the terms and $13,140 in 2017.

(6)Mr. Privitera started workingconditions of our standard RSA agreement and the 2014 Plan. The second grant on March 1, 2021 consisted of performance shares valued at AtriCure on July 24, 2017.

$750,000. The PSAs vest after the end of a three-year performance measurement period, subject to the terms and conditions of our standard PSA agreement, including the satisfaction of the performance goals therein, and the 2014 Plan.

(7)The amounts shown include $7,200 for a car allowance paid to Mr. Seith in 2019, 20182022, 2021 and 2017.

2020.

39

(8)Ms. Yount was hired as the Company's Chief Human Resources Officer on June 1, 2022. Compensation information is not provided for years prior to 2022 as she was not employed by the Company. Pursuant to Ms. Yount's offer letter, she received a sign-on bonus of $125,000.
45

Table of Contents

Grants

Grants of Plan-Based Awards

The following table sets forth information concerning the annual performance bonuses for 20192022 performance and stock option and restricted stock grants made during 20192022 (for 20182021 performance) to the executive officers named in the Summary Compensation Table. No option awards were granted to the executive officers in 2019.

2022.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

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 

 

Grant Date
Fair Market
Value of Stock  or Option

Executive Officer

 

Grant
Date

 

Threshold
($)

 

Target
($)

 

Maximum
($)

 

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

 

Units
(#)

 

Awards

($)

Michael H. Carrel 

 

 

 

$

372,000 

 

$

744,000 

 

$

1,488,000 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

45,498 

 

90,997 

 

181,994 

 

 

 

$

2,799,978 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,999 

 

$

1,199,999 

M. Andrew Wade 

 

 

 

 

105,064 

 

 

210,128 

 

 

420,256 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

7,718 

 

15,437 

 

30,874 

 

 

 

$

474,996 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,437 

 

$

474,996 

Justin J. Noznesky 

 

 

 

 

91,185 

 

 

182,370 

 

 

364,740 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

5,281 

 

10,562 

 

21,124 

 

 

 

$

324,993 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,562 

 

$

324,993 

Salvatore Privitera

 

 

 

 

92,334 

 

 

184,669 

 

 

369,338 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

5,281 

 

10,562 

 

21,124 

 

 

 

$

324,993 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,562 

 

$

324,993 

Douglas J. Seith 

 

 

 

 

172,511 

 

 

345,023 

 

 

690,046 

 

 

 

 

 

 

 

 

 

 

 

  PSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

8,937 

 

17,874 

 

35,748 

 

 

 

$

549,983 

  RSAs

 

3/1/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,874 

 

$

549,983 

 
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
($)
Executive OfficerGrant
Date		Threshold
($)		Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)
Michael H. Carrel $402,155 $804,310 $1,608,620 
   PSAs3/1/202226,404 52,809 158,427 $5,147,955 
   RSAs3/1/202222,632 $1,574,961 
Angela L. Wirick117,172 234,344 468,688 
   PSAs3/1/20224,670 9,340 28,020 $910,482 
   RSAs3/1/20229,340 $649,971 
Douglas J. Seith221,839 443,677 887,354 
   PSAs3/1/20226,286 12,573 37,719 $1,225,627 
   RSAs3/1/202212,573 $874,955 
Justin J. Noznesky 112,323 224,646 449,292 
   PSAs3/1/20223,412 6,825 20,475 $665,315 
   RSAs3/1/20226,825 $474,952 
Deborah Yount(4)
66,106 132,211 264,422 
   PSAs(4)
6/1/20227,704 15,408 46,226 $746,914 
   RSAs(4)
6/1/202216,900 $674,986 
(1)Represents estimated incentives eligible to be earned under our annual cash incentive plan for 2019.2022. 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 Amended 2014 Stock Incentive Plan.

Outstan

(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 for awards granted on March 1, 2022 and June 1, 2022 was $69.59 and $39.94, respectively, while fair value of performance share awards with the TSR market condition for awards granted on March 1, 2022 and June 1, 2022 was $139.32 and $61.28, respectively.
(4)Ms. Yount was hired as the Company's Chief Human Resources Officer on June 1, 2022. Pursuant to Ms. Yount's offer letter, she received an equity grant on June 1, 2022 which consisted of restricted share awards valued at $675,000 and performance share awards valued at $675,000. In accordance with the PSA agreement, the number of PSAs were prorated based on her start date. Ms. Yount's non-equity incentive plan award for 2022 performance was also prorated based on her start date.
46
Table of Contentsding
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, 20192022 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. Beginning January 1, 2018, performancePerformance share awards vest based on the Company achieving specified performance measurements over a performance period of three years. Prior to 2018, stock option awards granted under the 2014 Plan generally vest 25% on the first anniversary of the grant date and in equal monthly installments on the same day of the month over the remaining three years. Prior to 2018, restricted stock awards generally vest in 25% increments on the first four anniversaries of the grant date and vest in full upon a change of control. The 2012 and 2014 performance stock option awards granted to Mr. Carrel vest when option trigger events are achieved. Restricted stock awards granted to Mr. Carrel between 2012 and 2016 vested four years from the date of grant.

40

Table of Contents

Outstanding Equity Awards at Fiscal Year-End



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

Option Awards (2)

 

Stock Awards(3)

 

Performance Share Awards(4)



 

 

 

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  

 

11/1/2012

 

175,000 

 

50,000 

 

$

5.91 

 

11/1/2022

 

 —

 

 

 —

 

 —

 

 —



 

11/1/2012

 

98,546 

 

 —

 

 

5.91 

 

11/1/2022

 

 —

 

 

 —

 

 —

 

 —



 

1/24/2014

 

175,000 

 

50,000 

 

 

21.04 

 

1/24/2024

 

 —

 

 

 —

 

 —

 

 —



 

1/24/2014

 

125,000 

 

 —

 

 

21.04 

 

1/24/2024

 

 —

 

 

 —

 

 —

 

 —



 

3/1/2016

 

 —

 

 —

 

 

 —

 

 —

 

225,000 

 

 

7,314,750 

 

 —

 

 —



 

3/1/2017

 

 —

 

 —

 

 

 —

 

 —

 

80,000 

 

 

2,600,800 

 

 —

 

 —



 

3/1/2018

 

 —

 

 —

 

 

 —

 

 —

 

63,523 

 

 

2,065,133 

 

31,761 

 

1,032,550 



 

3/1/2019

 

 —

 

 —

 

 

 —

 

 —

 

38,999 

 

 

1,267,857 

 

90,997 

 

2,958,312 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

M. Andrew Wade 

 

10/25/2012

 

35,000 

 

 —

 

 

6.27 

 

10/25/2022

 

 —

 

 

 —

 

 —

 

 —



 

12/27/2012

 

75,000 

 

 —

 

 

6.73 

 

12/27/2022

 

 —

 

 

 —

 

 —

 

 —



 

1/24/2014

 

50,000 

 

 —

 

 

21.04 

 

1/24/2024

 

 —

 

 

 —

 

 —

 

 —



 

3/1/2016

 

 —

 

 —

 

 

 —

 

 —

 

12,500 

 

 

406,375 

 

 —

 

 —



 

3/1/2017

 

 —

 

 —

 

 

 —

 

 —

 

15,000 

 

 

487,650 

 

 —

 

 —



 

3/1/2018

 

 —

 

 —

 

 

 —

 

 —

 

23,997 

 

 

780,142 

 

11,998 

 

390,055 



 

3/1/2019

 

 —

 

 —

 

 

 —

 

 —

 

15,437 

 

 

501,857 

 

15,437 

 

501,857 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Justin J. Noznesky

 

1/6/2014

 

45,000 

 

 —

 

 

18.30 

 

1/6/2024

 

 —

 

 

 —

 

 —

 

 —



 

3/1/2016

 

 —

 

 —

 

 

 —

 

 —

 

12,500 

 

 

406,375 

 

 —

 

 —



 

3/1/2017

 

 —

 

 —

 

 

 —

 

 —

 

15,000 

 

 

487,650 

 

 —

 

 —



 

3/1/2018

 

 —

 

 —

 

 

 —

 

 —

 

17,150 

 

 

557,547 

 

8,575 

 

278,773 



 

3/1/2019

 

 —

 

 —

 

 

 —

 

 —

 

10,562 

 

 

343,371 

 

10,562 

 

343,371 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salvatore Privitera

 

7/24/2017

 

 —

 

 —

 

 

 —

 

—

 

30,000 

 

 

975,300 

 

 —

 

 —



 

3/1/2018

 

 —

 

 —

 

 

 —

 

 —

 

14,116 

 

 

458,911 

 

7,058 

 

229,456 



 

3/1/2019

 

 —

 

 —

 

 

 —

 

 —

 

10,562 

 

 

343,371 

 

10,562 

 

343,371 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas J. Seith 

 

12/27/2012

 

75,000 

 

 —

 

��

6.73 

 

12/27/2022

 

 —

 

 

 —

 

 —

 

 —



 

1/24/2012

 

50,000 

 

 —

 

 

21.04 

 

1/24/2024

 

 —

 

 

 —

 

 —

 

 —



 

3/1/2016

 

 —

 

 —

 

 

 —

 

 —

 

18,750 

 

 

609,563 

 

 —

 

 —



 

3/1/2017

 

 —

 

 —

 

 

 —

 

 —

 

30,000 

 

 

975,300 

 

 —

 

 —



 

3/1/2018

 

 —

 

 —

 

 

 —

 

 —

 

23,997 

 

 

780,142 

 

11,998 

 

390,055 



 

3/1/2019

 

 

 

 

 

 

 

 

 

 

17,874 

 

 

581,084 

 

17,874 

 

581,084 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards(2)
Stock Awards(3)
Performance Share Awards(4)
Number of Securities Underlying Unexercised Options (#)Shares or Units of Stock That Have Not VestedEquity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested
Executive OfficerAward DateExercisableUnexercisablePrice
($)		Expiration
Date		Number (#)
Market Value ($)(1)
Number (#)
Market or Payout Value ($)(1)
Michael H. Carrel  3/1/2020— — $— — 10,411 $462,040 69,234 $3,072,605 
3/1/2021— — — — 13,572 602,325 47,504 2,108,228 
3/1/2022— — — — 22,632 1,004,408 52,809 2,343,663 
Angela L. Wirick(5)
7/28/20145,000 — 16.95 7/28/2024— — — — 
3/1/2020— — — — 3,378 149,916 — — 
8/6/2020— — — — 11,770 522,353 — — 
3/1/2021— — — — 2,513 111,527 11,310 501,938 
3/1/2022— — — — 9,340 414,509 9,340 414,509 
Douglas J. Seith3/1/2020— — — — 5,422 240,628 15,453 685,804 
3/1/2021— — — — 8,796 390,366 13,195 585,594 
3/1/2022— — — — 12,573 557,990 12,573 557,990 
Justin J. Noznesky3/1/2020— — — — 2,819 125,107 8,036 356,638 
3/1/2021— — — — 4,272 189,591 6,409 284,431 
3/1/2022— — — — 6,825 302,894 6,825 302,894 
Deborah Yount(6)
6/1/2022— — — — 16,900 750,022 15,408 683,807 
(1)Based on the December 31, 20192022 closing price of our common stock of $32.51$44.38 per share.

(2)Stock options generally vest at a rate of one-third increments on the first, second and third anniversaries of the grant date. PerformanceStock options awarded to the President and Chief Executive Officer vest in increments of 25,000 shares when the volume adjusted weighted average closing price of the common stock of the Company as reported by Nasdaq for 30 consecutive dates equals or exceeds specified pricing targets. See Note 17 of the 2019 10-K for further information.

(3)Restricted stock awards granted prior to 2018 generally vest at a rate of 25% annually over four years fromon the first anniversary date of grant. Beginning in 2018, restrictedthe grant and ratably each month thereafter over the following three years.

(3)Restricted stock awards granted vest in one-third increments on the first, second and third anniversaries of grant.

(4)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 95% attainment approved for the 2020 awards and the target amount of shares that were granted.

granted in 2021 and 2022.

(5)Ms. Wirick became the Company’s Chief Financial Officer effective on August 6, 2020. Ms. Wirick worked in various Finance positions since joining AtriCure in 2014. Pursuant to Ms. Wirick’s offer letter, she received two equity grants totaling $2,250,000 in value. The first grant on August 6, 2020 consisted of restricted shares (RSAs) valued at $1,500,000. The RSAs vest over three years at a rate of 33.3% per year on the anniversary of the grant date, subject to the terms and conditions of our standard RSA agreement and the 2014 Plan. The second grant on March 1, 2021 consisted of performance shares valued at $750,000. The PSAs vest after the end of a three-year performance measurement period, subject to the terms and conditions of our standard PSA agreement, including the satisfaction of the performance goals therein, and the 2014 Plan.
(6) Ms. Yount was hired as the Company's Chief Human Resources Officer on June 1, 2022. Pursuant to Ms. Yount's offer letter, she received an equity grant on June 1, 2022 which consisted of restricted share awards valued at $675,000 and performance share awards valued at $675,000. In accordance with the PSA agreement, the number of PSAs were prorated based on her start date. Ms. Yount's non-equity incentive plan award for 2022 performance was also prorated based on her start date.
47
Table of Contents
Option ExercisesExercises and Stock Vested



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

Option Awards

 

Stock 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)

Michael H. Carrel 

 

26,454 

 

$

848,063 

 

246,762 

 

$

7,592,867 

M. Andrew Wade 

 

2,000 

 

 

61,720 

 

44,499 

 

 

1,369,234 

Justin J. Noznesky 

 

15,000 

 

 

450,004 

 

41,076 

 

 

1,263,909 

Salvatore Privitera

 

 —

 

 

 —

 

22,058 

 

 

704,975 

Douglas J. Seith 

 

 —

 

 

 —

 

61,999 

 

 

1,907,709 
The table below summarizes the options exercised and vesting of restricted stock and performance share awards during 2022.

 Option AwardsStock AwardsPerformance Share Awards
Executive OfficerNumber 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
($)(2)
Michael H. Carrel —$— 30,196$2,101,340 67,109$4,670,115 
Angela L. Wirick—— 19,4611,134,780 — — 
Douglas J. Seith—— 15,7791,098,061 13,182917,335 
Justin J. Noznesky —— 8,477589,914 7,789542,037 
Deborah Yount—— —— —— 
(1)Calculated by multiplying the number of shares acquired on exercise by the closing price of AtriCure common stock on the date of exercise.

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

Table of Contents

SeveranceSeverance and Change in Control Arrangements

We have an employment agreement with Michael H. Carrel, our President and Chief Executive Officer. We also have Change in Control Agreements and Severance Agreements with Mr. Wade,Ms. Wirick, our Chief Financial Officer, Mr. Noznesky, our Senior Vice President, Marketing and Business Development, Mr. Privitera, our Chief Technical Officer, andOfficer; Mr. Seith, our Chief Operating Officer; Mr. Noznesky, our Chief Marketing and Strategy Officer; and Ms. Yount, our Chief Human Resources Officer.

Carrel Employment Agreement

If the Company terminates Mr. Carrel’s employment “without cause” or if he terminates his employment for “good reason,” each as defined in the employment agreement, Mr. Carrel is entitled to a severance payment equal to twelve months of his then-current base salary plus a pro-rata portion of his target bonus for the year in which such termination occurred through the date of termination. If the termination occurs during a change in control period, he is entitled to a severance payment equal to up to twenty-four months of his then-current base salary plus his target bonus for the severance period. In the case of termination by Mr. Carrel for “good reason” or by the Company “without cause” or in the case of any change of control, any unvested restricted shares or time-based stock options shall fully vest on the date of termination.

Other Named Executive Officers Severance Agreements
The Company has an Executive Leadership Severance Policy (“Severance Policy”) which provides payments to eligible executive officers of the Company (other than the CEO) whose employment is involuntarily terminated in certain circumstances not involving a change in control. Under the Severance Policy an executive officer who experiences an involuntary loss of employment with the Company as a direct result of position elimination or reduction in force not involving a change in control of the Company will be eligible for severance pay. The severance pay under the Severance Policy shall be made in the form of the continuation of the payment of the executive officer’s base salary over the eighteen months after termination of employment in accordance with the Company’s payroll practices in effect. This description of the Severance Policy is not complete. The Severance Policy is filed with the Company's 2021 Annual Report on Form 10-K as Exhibit 10.20.
Other Named Executive Officers Change in Control Agreements

Each of the NEO’s have separate change in control agreements. Mr. Wade’sSeith’s, Ms. Wirick’s and Mr. Seith’sMs. Yount's change in control agreements provide that if his or her employment terminates during a change in control period other than in connection with death, disability, “cause” or “good reason,” (each as defined in such agreement), he or she is entitled to a severance payment equal to twelve months of his or her then-current base salary plus his target bonus for the severance period. Mr. Noznesky’s and Mr. Privitera’s change in control agreements provide that if his employment terminates during a change in control period other than in connection with death, disability, “cause” or “good reason,” (each as defined in such agreement), he is entitled to a severance payment equal to six months of his then-current base salary plus his target bonus for the severance period.

48
Table of Contents
Treatment of Equity Awards

After termination of an executive officer or director following a change in control, he or she may exercise his or her vested options pursuant to the terms of our 2005 Equity Incentive Plan or our Amended 2014 Stock Incentive Plan and/or the related stock option agreements. Generally, if termination is due to death or disability, the options will remain exercisable for twelve months. In all other cases or termination, including retirement, the options will generally remain exercisable for 90 days.

The table below shows the potential payments, other than those generally available to all salaried employees, that would be payable to each named executive officer assuming a qualifying change in control or other triggering event had occurred on December 31, 2019.

2022.



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Payments
Under
Employment
Agreement/
Change In
Control
Agreement
($)

 

Aggregate
Value of Vested
Equity Awards
($)

 

Aggregate
Value of
Unvested
Equity Awards
($)

 

Other
($)

Michael H. Carrel 

 

$

2,976,000 

 

$

10,717,324 

 

$

15,152,040 

 

$

34,381 

M. Andrew Wade 

 

 

646,547 

 

 

3,425,400 

 

 

2,176,024 

 

 

 —

Justin J. Noznesky 

 

 

378,769 

 

 

639,450 

 

 

1,794,942 

 

 

 —

Salvatore Privitera

 

 

383,543 

 

 

 —

 

 

1,777,582 

 

 

 —

Douglas J. Seith 

 

 

822,748 

 

 

1,933,500 

 

 

2,946,089 

 

 

 —

NamePayments
Under
Employment
Agreement/
Change In
Control
Agreement
($)		Aggregate
Value of Vested
Equity Awards
($)		Aggregate
Value of
Unvested
Equity Awards
($)		Other
($)
Michael H. Carrel $3,217,239 $— $9,593,270 $39,228 
Angela L. Wirick660,424 137,150 2,114,751 —
Douglas J. Seith965,650 — 3,018,373 — 
Justin J. Noznesky 428,869 — 1,561,555 — 
Deborah Yount635,500 —1,433,829 —
Indemnification Agreements

In addition to the Company’s director and officer liability insurance program, the Company has entered into indemnification agreements with each of its directors and executive officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Company’s Certificate of Incorporation and to provide additional procedural protections. The Agreements require the Company to indemnify the individuals to the fullest extent authorized by the Company’s

42

Table of Contents

charter document and provides for the advancement of expenses. The Company intends to enter into indemnification agreements with any new directors and executive officers in the future.

Pay RatioRatio 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”). The Company’s PEO is Mr. Carrel, our President and Chief Executive Officer. Mr. Carrel’s annual total compensation for 2019, as noted in the Summary Compensation Table above, was $5,829,775. The median employee’s (excluding the PEO) annual total compensation for 2019 was $112,580. Therefore, we reasonably estimate that the ratio of our PEO’s annual total compensation to the annual total compensation of our median employee was 52:1, as compared to the 2018 ratio of 33:1. The fluctuation in the pay ratio is driven by the increase of the PEO’s compensation of 53% during 2019  as compared to the median employee’s decrease in compensation of $3,878 or 3.3%. The increase in PEO’s compensation is primarily due to the increase in performance-based stock awards and non-equity incentive plan compensation as a percentage of the PEO’s total income.  

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 to the 2019 pay ratio disclosure. We reviewed changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2019 pay ratio disclosure.

Although this is the case, we also performed the pay ratio analysis of our employee population for 2019. As with last year, we chose December 31, 2019 as the determination date to identify our median employee. We used the same methodology as last year to identify our median employee. We did not exclude any employees from our determination of the median employee, and we elected to include the 29 employees of SentreHEART that we acquired during 2019. The median employee was identified by preparing a listing of employees as of December 31, 2019 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 annual salary was used to compute their annual total compensation. For the 29 employees of SentreHEART, we also computed their annual total compensation as if employed for the entire 2019 annual period and excluded any change in control disbursements. Our total number of employees as of December 31, 2019 was 720 individuals – 648 in the United States and 72 outside of the United States. Wages paid in foreign currencies were converted into U.S. dollars using the applicable year-to-date average exchange rates as of December 31, 2019. The principal difference between the compensation of our 2019 and 2018 median employee resulted from fluctuations in the variable compensation received by our median employee included in the 2019 pay ratio calculation. However, the use of the 2019 median employee rather than the 2018 median employee for the 2018 pay ratio calculation did not result in a material difference as it results in a consistent pay ratio.

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 2020 due to the three-year timeframe noted by the disclosure instructions of Item 402(u). 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, 2022. We reviewed changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2022 pay ratio disclosure. Our total number of full-time employees as of December 31, 2022 was 1023 individuals – 937 in the United States and 86 outside of the United States.

43

The Company’s PEO is Mr. Carrel, our President and Chief Executive Officer. Mr. Carrel’s annual total compensation for 2022, as noted in the Summary Compensation Table above, was $8,346,968. The median employee’s
49

Table of Contents

DELINQ

(excluding the PEO) annual total compensation for 2022 was $141,386. Therefore, we reasonably estimate that the ratio of our PEO’s annual total compensation to the annual total compensation of our median employee was 59:1, as compared to the 2021 ratio of 56:1. The fluctuation in the pay ratio is largely attributable to the increase in the valuation of the performance share awards with the TSR market condition granted to the PEO during 2022.
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.
Pay versus Performance CAP Table
Value of Initial Fixed $100 Investment Based on:
Year(1)
SCT Total for PEO
CAP to PEO(2)(3)
Average SCT Total for non-PEO NEOs
Average CAP to non-PEO NEOs(2)(3)
Total Shareholder Return(4)
Peer Group Total Shareholder Return(4)
Net (Loss) Income
Worldwide Revenue Growth(5)
($)($)($)($)($)($)($ in 000's)(%)
20228,346,968 248,184 2,256,022 798,083 136.51 86.04 (46,427)20.4 %
20217,535,074 13,119,796 2,142,873 3,433,743 213.87 114.41 50,199 32.8 %
20205,569,045 13,745,774 1,437,778 2,820,165 171.24 127.18 (48,155)(10.5)%
(1)Non-PEO Named Executive Officers include average of the following participants:
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)The following amounts were deducted from and added to the SCT to arrive at the CAP for each applicable year:
PEONon-PEO NEOs
YearEquity-Incentive Awards Deducted from SCTEquity-Incentive Awards Added to CAPEquity-Incentive Awards Deducted from SCTEquity-Incentive Awards Added to CAP
20226,722,916 (1,375,868)1,555,800 97,861 
20215,594,896 11,179,618 1,327,506 2,618,376 
20204,469,079 12,645,808 962,837 2,345,224 
(3)For purposes of determining the point-in-time CAP value, our equity-incentive awards are calculated as follows: (1) Unvested awards granted in the current year are valued at year-end fair value; (2) awards granted in prior years that are outstanding and unvested at the end of the year are valued at the difference between the year-end fair value and the immediately prior year-end fair value; (3) awards granted in prior years that vested during the year are valued at the difference between the fair value as of the vesting date and the immediately prior year-end fair value; (4) awards forfeited are calculated as the fair value on the forfeiture date (zero) less the fair value on the last day of the prior reporting year; and (5) modified awards are valued as the incremental fair value before and after modification date.
(4)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 2022 Form 10-K.
(5)Company selected measure is annual worldwide revenue growth rate. Amount is calculated as a percentage change in worldwide revenue over the prior year.
50
Table of Contents
The measures most important in determining pay during 2022 were those that impact achievement of our equity incentive awards and annual incentive plans.
Most Important Performance Measures
Worldwide Revenue Growth
Gross Margin
Shareholder Return
•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.
549755833625
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 to our executive officers in 2021 and 2022. Over the three-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
51
Table of ContentsUENT
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.
Net Income (Loss)
YearCAP to PEO∆ CAP to PEOAverage CAP to non-PEO NEOs∆ CAP to Non-PEO NEONet (Loss) Income∆ Net (Loss) Income
2022248,184 (98.1)%798,083 (76.8)%(46,427)(192.5)%
202113,119,796 (4.6)%3,433,743 21.8 %50,199 (204.2)%
202013,745,774 — 2,820,165 — (48,155)— 
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. We believe net income (loss) is not reflective of our ongoing core operations of our the business or a metric that is most important to shareholder 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
YearCAP to PEO∆ CAP to PEOAverage CAP to non-PEO NEOs∆ CAP to Non-PEO NEOWorldwide RevenueWorldwide Revenue Growth∆ Worldwide Revenue Growth
2022248,184 (98.1)%798,083 (76.8)%330,379 20.4 %(12.4)%
202113,119,796 (4.6)%3,433,743 21.8 %274,329 32.8 %43.3 %
202013,745,774 — 2,820,165 — 206,531 (10.5)%— 
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.
DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our examination of the copies of such forms received by us, or written representations from reporting persons that no Forms 3, 4 or 5 were required of such persons, we believe that during our fiscal year ended December 31, 2019,2022, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, with the exception that each of Michael H. Carrel, M. Andrew Wade, Justin J. Noznesky, Salvatore Privitera and Douglas J. Seith filed one late Form 4. Each of the late Form 4’s related to the annual grant of shares by each reporting person pursuant to the Company’s 2014 Amended Stock Incentive Plan filed one business day late.

requirements.

44

OTHER MATTERS

Table of Contents

OTHER MATTERS

We are not aware of any other business to be presented at the Annual Meeting. As of the date of this proxy statement, no stockholder had advised us of the intent to present any business at the Annual Meeting. Accordingly, the only business that our Board intends to present is as set forth in this proxy statement.

If any other matter or matters are properly brought before the Annual Meeting or any continuation, postponement or adjournment thereof, each properly executed proxy card will be voted in the discretion of the proxies named therein. The proxies will use their discretion to vote on such matters in accordance with their best judgment.

52
Table of Contents
The proxy card used by AtriCure for the Annual Meeting typically grants authority to management to vote in its discretion on any matters that come before the meeting as to which adequate notice has not been received. In order for a notice to be deemed adequate for the 20212024 Annual Meeting, it must be received by February 22, 2021.

25, 2024.

By order of the Board of Directors,

/s/ M. Andrew Wade

Angela L. Wirick

M. Andrew Wade

Angela L. Wirick

Chief Financial Officer

Mason, Ohio

April 8, 2020

10, 2023


45


53

Table of Contents

ANNEX A

ATRICURE, INC.

2014

2023 STOCK INCENTIVE PLAN

(AMENDED AND RESTATED AS OF MAY 20, 2020)

A-1

Table of Contents

TABLE OF CONTENTS

1

Purposes

A-1

2

Definitions

A-1

3

Administration of the Plan

A-3

(a)

Authority of Committee

A-3

(b)

Binding Authority

A-4

(c)

Delegation of Authority

A-4

4

Eligibility

A-4

5

Common Shares Subject to the Plan

A-5

(a)

Authorized Number of Common Shares

A-5

(b)

Share Counting

A-5

(c)

Award Limitations.

A-5

(d)

Shares to be Delivered

A-5

(e)

Minimum Vesting

A-5

6

Awards to Participants

A-6

(a)

Stock Options.

A-6

(b)

Stock Appreciation Rights

A-7

(c)

Restricted Shares and Restricted Share Units

A-7

(d)

Performance-Based Awards

A-8

(e)

Unrestricted Share Awards

A-9

(f)

Restricted Share Grants to Non-Employee Directors

A-9

7

Deferred Payment

A-9

8

Dilution and Other Adjustments

A-9

9

Change in Control

A-10

10

Termination

A-10

(a)

Termination by Death, Disability, or Retirement

A-10

(b)

Termination for Cause

A-10

(c)

Other Terminations

A-10

(d)

Limitation for ISOs

A-10

(e)

Transfers and Leaves of Absence

A-11

11

Recoupment or Recovery Policy

A-11

12

Miscellaneous Provisions

A-11

(a)

Rights as a Shareholder

A-11

(b)

No Loans

A-11

(c)

Assignment or Transfer

A-11

(d)

Withholding Taxes

A-11

(e)

No Rights to Awards

A-11

(f)

Beneficiary Designation

A-12

(g)

Fractional Shares

A-12

(h)

Unfunded Plan

A-12

(i)

Severability

A-12

(j)

Limitation of Liability

A-12

(k)

Successors

A-12

(l)

Code Section 409A Compliance

A-12

13

Effective Date, Amendments, Governing Law and Plan Termination

A-12

(a)

Effective Date

A-12

(b)

Amendments

A-12

(c)

Governing Law

A-13

(d)

Plan Termination

A-13

i

1. Purpose.

ATRICURE, INC.
2014 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED AS OF MAY 22, 2019)

1.    Purposes 

The purposespurpose of the AtriCure, Inc. 2023 Stock Incentive Plan areis to provide long-term incentivesa means through which the Company and its Affiliates may attract and retain key personnel and to those persons with significant responsibility for the successprovide a means whereby directors, officers, employees, consultants and growthadvisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to align the interestsvalue of such personsCommon Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders,stockholders. This Plan document is an omnibus document which authorizes, in addition to assistthe Plan, the establishment of separate sub-plans (“Sub Plans”) that the Committee (defined below) may create and administer from time to time. The Plan shall be a separate and independent plan from the Sub Plans, but the total number of shares of Common Stock authorized to be issued under the Plan applies in the aggregate to both the Plan and the Sub Plans.

2. Definitions.
The following definitions shall be applicable throughout the Plan.
a.“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in recruiting, retainingwhich the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and motivating employees, directors“under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and consultants on a competitive basispolicies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.
b.“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award and to link compensation to performance.

2.    Definitions

Performance Compensation Award granted under the Plan. For purposes of Section 5(c) of the Plan, the following capitalized terms shall have the meanings specified below:

(a)    “Affiliate” has the meaning set forth in Rule 12b-2“Award” and “Award under the Exchange Act.

(b)    “Award” means a grant of Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share Units, or unrestricted Common Shares orPlan” shall also mean any or all of them, to a Participant. 

(c)    “Award Agreement”stock-based award granted under the Prior Plan and outstanding on the Effective Date.

c.“Award Agreement” means an agreement, either in written or electronic format, between the Company and a Participant setting forth the terms and conditions of an Award granted to the Participant.

(d)    “Beneficial Owner” has the meaning given in Rule 13d-3 under the Exchange Act.

(e)    “Board”

d.“Board” means the Board of Directors of the Company.

(f)    “Cause”

e.“Cause” means with respect to any Participant, unless otherwise provided in the applicable Award Agreement (i) indictment for, conviction of, or plea of guilty or no contest by the Participant to a felony, or of any criminal act, that has an adverse effect on the Participant’s qualifications or ability to perform his duties; (ii) the unreasonable deliberate and material failure or refusal by the Participant to perform his employment duties (other than as a result of PTO, sickness, disability, illness or injury), and the failure to rectify the same within thirty (30) days after the Company shall have given notice to the Participant identifying such failure or refusal and demanding that it be rectified; (iii) the Participant’s commission of any act of fraud, embezzlement, dishonesty or other misconduct that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (iv) an act of gross negligence on the part of the Participant that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (v) a deliberate and material violation of a written material Company policy; or (vi) a material breach of the Plan or any change-in control or non-disclosure agreement to which Participant and the Company may be parties (or, in each case, any successor thereto or amendment thereof) which (and only if the same shall be curable) Participant fails to cure within thirty (30) days after the Company shall have given notice to the Participant identifying such breach and demanding that it be cured. Any purported termination by the Company for Cause which does not satisfy the applicable requirements of this Section 002(d) shall be conclusively deemed to be a termination by the Company without Cause for purposes of the Plan.

(g)    “Change

f.“Change in Control”Control” means the occurrence of any of the following events:

(i)    

i.Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii)    

ii.The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii)    

A-1
Table of Contents
ANNEX A
iii.A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”“Incumbent Directors” means directors who either (A) are directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

A-1

(iv)    iv.The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Notwithstanding anything herein to the contrary, and only to the extent that an Award is subject to Code Section 409A and payment of the Award pursuant to the application of the definition of “Change in Control” above would cause such Award not to otherwise comply with Code Section 409A, payment of an Award may occur upon a Change in Control only to the extent that the event constitutes a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company under Code Section 409A.

(h)    “Code”

g.“Code” means the Internal Revenue Code of 1986, as amended, and any rules,successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance promulgated thereunder.  Any referenceunder such section, and any amendments or successor provisions to the Codesuch section, regulations or a section thereof shall also refer to any successor Code or section. 

(i)    “Committee”guidance.

h.“Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, consistingthe Board. The Committee shall be comprised of at least threethe members of the Board, all meeting the definitions of “outside director” set forth in Code Section 162(m) (as in effect prior to amendmentBoard’s Compensation Committee unless and until otherwise determined by the Tax Cuts and Jobs Act) and Treasury Department regulations thereunder, “independent director” set forth in The NasdaqBoard.
i.“Common Stock Market rules, and “non-employee director” set forth in Rule 16b-3” means the common stock, $0.001 par value per share, of the Exchange Act,Company (and any stock or any successor definitions adopted for a similar purpose by the Internal Revenue Service, any nationalother securities exchange oninto which the Common Shares are listed or the Securities and Exchange Commission. 

(j)    “Common Share” or “Common Shares” means one or more of the shares ofsuch common stock par value $.001, of the Company. 

(k)    “Company”may be converted or into which it may be exchanged).

j.“Company” means AtriCure, Inc., a Delaware corporation, organized under the lawsand any successor thereto.
k.“Date of the State of Delaware, its subsidiaries, divisions and affiliated businesses. 

(l)    “Date of Grant”Grant” means the date on which the Committee authorizes the grantgranting of an Award is authorized, or such laterother date as may be specified by the Committee in such authorization.

(m)    “Disability”

l.“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than ISOs, the Committee in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Committee from time to time.

(n)    “Effective Date”time, including using the definition of disability in the long term disability plan of the Company or an Affiliate.

m.“Effective Date” means the date on which the Plan is initially approved by the stockholders of the Company.
n.“Effective Date Share Limit” has the meaning set forthgiven such term in Section 05(b).

o.“Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) an “independent director” under the rules of NASDAQ or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.
p.“Eligible Person” means any (i) individual employed by the Company or an Affiliate; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act; or (iv) individual who has accepted an offer of employment or service as an employee, director, officer, consultant or advisor with the Company or its Affiliates (and would satisfy the provisions of any of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or its Affiliates), who, in the case of each of clauses (i) through (iv) above, has entered into an Award Agreement or who has received written notification from the Committee or its designee that he or she has been selected to participate in the Plan.
A-2
Table of Contents(o)    “Exchange Act”
ANNEX A
q.“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any rules, regulations, schedules or guidancesuccessor thereto. Reference in the Plan to any section of (or rule promulgated thereunder.  Any reference tounder) the Exchange Act shall be deemed to include any rules, regulations or aother interpretative guidance under such section thereof shall also referor rule, and any amendments or successor provisions to any successor Exchange Actsuch section, rules, regulations or section. 

(p)     guidance.

r.“Exercise Price” meansPrice” has the purchase price of a Common Share covered by a Stock Option or SAR, as applicable. 

(q)    “Fair Market Value” on any date means the closing pricemeaning given such term in Section 7(b) of the Common Shares as reportedPlan.

s.“Fair Market Value” means (i) unless otherwise determined by the Committee, on The Nasdaq Stock Market or,a given date, (A) if applicable, any other national securities exchange on which the Common Shares are principally traded, or, if there were no sales of Common Shares on such date, then on the immediately preceding date on which there were any sales of Common Shares.  If the Common Shares cease to be tradedStock is listed on a national securities exchange, the Fair Market Value shall beclosing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported, or (B) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (ii) if the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined pursuant to a reasonable valuation method prescribed by the Committee.Committee in good faith to be the fair market value of the Common Stock. In the case of an ISO (or Tandem SAR),Incentive Stock Option, Fair Market Value shall be determined by the Committee in accordance with Code Section 422. For Awards intended to be exempt from Code Section 409A, Fair Market Value shall be determined by the Committee in accordance with Code Section 409A.

(r)    “Full-Value Award”

t.“Full-Value Award” means Restricted Shares,Stock, Restricted ShareStock Units, or unrestricted Common Shares. 

(s)    “ISO”Stock.

u.“Immediate Family Members” shall have the meaning set forth in Section 14(c).
v. “Incentive Stock Option” or “ISO” means an Option that is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.
w.“Indemnifiable Person” shall have the meaning set forth in Section 4(e) of the Plan.
x.“NASDAQ” shall mean The NASDAQ Global Select Market.
y.“Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award.
z.“Nonqualified Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option satisfying the requirements of Code Section 422 and designated as an ISO by the Committee. 

(t)    “Non-Employee Director”Option.

aa.“Non-Employee Director” means a member of the Board who is not an employee of the Company. 

Company or any Affiliate.

A-2

(u)    “NQSO”ab.“Option” means a non-qualified Stock an Award granted under Section 7 of the Plan.

ac.“Option that does not satisfyPeriod” has the requirementsmeaning given such term in Section 7(c) of Codethe Plan.
ad.“Other Stock-Based Award” means an Award granted under Section 422 or that is not designated as10 of the Plan.
ae.“Participant” means an ISOEligible Person who has been selected by the Committee. 

(v)    “Participant” means a person eligibleCommittee to participate in the Plan and to receive an Award.

af.“Participant Agreement” means, with respect to an Eligible Person, any applicable Award underAgreement or any other employment, consulting, or other service or compensatory or severance agreement between the Plan, as set forthEligible Person and the Company or an Affiliate, or any compensatory or severance plan, program, or arrangement of the Company or an Affiliate in Section 0, andwhich the Eligible Person participates.
ag.“Performance Compensation Award” shall mean any Award, whether cash-based or stock-based, designated by the Committee as a Performance Compensation Award pursuant to receive anSection 11 of the Plan.
ah.“Performance Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any Performance Compensation Award subjectunder the Plan.
ai.“Performance Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the conditions set forth inPerformance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Plan and anyPerformance Compensation Award Agreement. 

has been earned for the Performance Period.

A-3
Table of Contents(w)    “Performance Goals” means
ANNEX A
aj.“Performance Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period.
ak.“Performance Period” shall mean the one or more periods of time, as describedthe Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.
al.“Permitted Transferee” shall have the meaning set forth in Section 0. 

(x)    “Performance Measures” means14(c) of the criteria set out in Section 0 that may be used by the Committee as the basis for a Performance Goal. 

(y)    “Performance Period” means the period established by the Committee during which the achievement of Performance Goals is assessed in order to determine whether and to what extent an Award that is conditioned on attaining Performance Goals has been earned. 

(z)    “Person”Plan.

am.“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, except that such term in the definition of “Change in Control.”
an.“Plan” means this AtriCure, Inc. 2023 Stock Incentive Plan, as amended from time to time.
ao.“Prior Plan” shall not include (i)  the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of  the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of  the Company in substantially the same proportions as their ownership of  Company securities.

(aa)    “Plan” meansmean the AtriCure, Inc. 2014 Stock Incentive Plan, as amended and restated from time to time. 

(bb)    “Prior Plan” means the AtriCure, Inc. 2005 Equity Incentive Plan, as itsuch plan may have been amended andand/or restated.

(cc)    “Restricted Shares”

ap.“Restricted Period” means Common Shares that arethe period of time determined by the Committee during which an Award is subject to restrictions or, as described in Section 0. 

(dd)    “Restricted Share Units”applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

aq.“Restricted Stock” means Common Stock, subject to certain specified restrictions (including, without limitation, a right, as described in Section 0, denominated in Common Shares to receive an amount, payable in either cash, Common Shares, Restricted Shares,requirement that the Participant remain continuously employed or a combination thereof, equal to the value ofprovide continuous services for a specified numberperiod of time), granted under Section 9 of the Plan.
ar.“Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Shares. 

(ee)    “Restriction Period” means, with respect to any Full-Value Award, the period during which any risk of forfeitureStock, cash, other securities or other property, subject to certain restrictions set by(including, without limitation, a requirement that the Committee, including performance restrictions,Participant remain in effect until such time as they have lapsedcontinuously employed or provide continuous services for a specified period of time), granted under the terms and conditionsSection 9 of the Full-Value Award or as otherwise determined by the Committee.

(ff)    “Retirement” means:Plan.

as."Retirement" means retirement with the Company at or after age 65.

(gg)    “Securities Act”

at.“SAR Period” has the meaning given such term in Section 8(c) of the Plan.
au.“Securities Act” means the Securities Act of 1933, as amended, and any rules, regulations, schedules or guidancesuccessor thereto. Reference in the Plan to any section of (or rule promulgated thereunder.  Any reference tounder) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
av.“Separation From Service” shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code.
aw.“Specified Employee” means a section thereof shall also referParticipant who meets the definition of “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code.
ax.“Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
ay.“Strike Price” has the meaning given such term in Section 8(b) of the Plan.
az.“Subsidiary” means, with respect to any successor Securities Actspecified Person:
(1) any corporation, association or section. 

(hh)    “Stock Appreciation Right” or “SAR” meansother business entity of which more than 50% of the right, as described in Section 6(b), to receive a payment equaltotal voting power of shares of company voting securities (without regard to the excessoccurrence of the Fair Market Value of a Common Share on the date the SARany contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is exercised over the Exercise Price established for that SAR at the time owned or controlled, directly or indirectly, by that Person or one or more of grant, multiplied by the numberother Subsidiaries of Common Sharesthat Person (or a combination thereof); and

(2) any partnership (or any comparable foreign entity) (a) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
ba.“Substitute Award” has the meaning given such term in Section 5(e).
bb.“Sub Plans” has the meaning given such term in Section 1.
3. Effective Date; Duration.
A-4
Table of Contents
ANNEX A
The Plan is effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.
4. Administration.
a.The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at the time he or she takes any action with respect to whichan Award under the SARPlan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is exercised. 

(ii)    “Stock Option” meansotherwise validly granted under the right, as described in Section 0,Plan.

b.Subject to purchase Common Shares at a specified price for a specified period of time.  Stock Options include ISOs and NQSOs. 

(jj)    “Tandem SAR” means a SAR granted in tandem with a Stock Option. 

3.    Administrationthe provisions of the Plan

(a)     Authority of Committee.  The Plan shall be administered byand applicable law, the Committee. Unless otherwise determined by the Board, the Compensation Committee of the Board shall serve as the Committee. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include the sole and exclusiveplenary authority, in addition to (withinother express powers and authorizations conferred on the limitations described in the Plan): 

(i)    select Participants to be granted Awards underCommittee by the Plan, and grant Awards pursuant to the terms of the Plan;

A-3

to: (i) designate Participants; (ii) determine the type size and termsor types of the Awards to be granted to eacha Participant;

(iii) determine the time when Awardsnumber of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be granted and any conditions that must be satisfied before an Award is granted;

calculated in connection with, Awards; (iv) establish objectives and conditions for earning an Award;

(v)    determine all other terms and conditions, not inconsistent with the terms of the Plan and any operative employment or other agreement, of any Award granted under the Plan, and determine the appropriate Award Agreement evidencing the Award;

(vi)    determine whether the terms, conditions, and objectives for earning an Award have been met, including, without limitation, any such determination or certification, as the case may be, required for compliance with Code Section 162(m)(as in effect prior to its amendment by the Tax Cuts and Jobs Act);

(vii)    modify or waive the terms and conditions of Awards granted under the Plan, not inconsistent with the terms of the Plan and any operative employment or other agreement, accelerateAward, including the vesting exercise or payment of an Award or cancel or suspend an Award; provided, however, that the Committee shall have the ability to accelerate the vesting of an Award only upon a Change in Control, pursuant to Section 0, or the death or Disability of a Participant;

(viii)provisions; (v) determine whether, the amount or payment of an Award should be reduced or eliminated, and determine if, whento what extent, and under what conditions payment of all or any part of any Awardcircumstances Awards may be deferred;

(ix)    determinesettled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the guidelines and/method or procedures for the paymentmethods by which Awards may be settled, exercised, canceled, forfeited, or exercise of Awards;

(x)suspended; (vi) determine whether, anyto what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards grantedor other property and other amounts payable with respect to an employee should have Performance GoalsAward shall be deferred either automatically or Performance Measures;

(xi)    adopt, alter and repeal such administrative rules, guidelines and practices governingat the Plan andelection of the Participant or of the Committee; (vii) establish and administer any sub-plansSub Plans that may be governed by the Plan;

(xii)    construe, (viii) interpret, administer, and implement the Plan, any Award Agreements or related documents and correct any defect, supply an omission or reconcile any inconsistency in, correct any defect in and/or between the Plan,supply any Award Agreement or related documents; and

(xiii)    make factual determinations with respect toomission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (x) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards (including previously deferred Awards), and otherwise superviseaccelerate and determine payouts, if any, in respect of Awards with incomplete Performance Periods, in each case upon a Change in Control, death, Disability or Retirement (or on any other termination of employment) of a Participant; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(b)    Binding Authority.  The Committee’s interpretations

c.Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Plan,Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all actions takenor any part of its responsibilities and determinations madepowers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee pursuant toat any time. Without limiting the powers vested in it under the Plan, shall be conclusive and binding on all parties, including the Company, its shareholders and all Participants. 

(c)    Delegation of Authority.  To the extent not prohibited by law or the rulesgenerality of the national securities exchange on which the Company’s Common Shares are listed,foregoing, the Committee may allocatedelegate to one or more officers of the Company the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act. When the Committee delegates its authority hereunder to one or more of its members or delegate its authority hereunder to one or more Non-Employee Directors, and may grant authority to employeesofficers of the Company, to execute documents on behalfit shall specify the total number of Awards that the Committeeofficer or to otherwise assist in the administration and operation of the Plan. The Committeeofficers may delegate, on such terms and conditions as it determines in its sole discretion, to the Company’s Chief Executive Officer, with the required approval of the Company’s Chief Financial Officer or Senior Vice President, Human Resources, the authority to grant Awards to Participants (other than to the Chief Executive Officer, members of the Board of Directors and officers who report directly to the Chief Executive Officer, including any officers who are subject to Section 16 of the Exchange Act)award and the authority to make all necessary and appropriate decisions and determinations with respect thereto.terms on which any Awards may be offered or sold. In no event shall the Committee authorize any officer to designate ansuch officer delegated authority under the Plan as a recipient of any Awards.

d.Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.
e.No member of the Board, the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting bad faith, fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination made under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement
A-5
Table of Contents4.    Eligibility 

ANNEX A
thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s Amended Articles of Incorporation or Amended and Restated Code of Regulations. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Amended Articles of Incorporation or Amended and Restated Code of Regulations, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
f.Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under the Plan.
5. Grant of Awards; Shares Subject to the terms and conditions of the Plan, thePlan; Limitations.
a.The Committee may, select, from all eligible persons, Participantstime to whomtime, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards shall beand/or Performance Compensation Awards to one or more Eligible Persons.
b.Awards granted under the Plan shall be subject to the following limitations: (i) subject to Sections 5(c) and shall determine the nature and amount of each Award.  Eligible persons include any12 of the following individuals: (i) any officer or key employeePlan, no more than the sum of the Company, (ii) any consultant (as defined in the General Instructions to the Form S-8 registration statement under the Securities Act) to the

A-4

Company, and (iii) any Non-Employee Director.  All Awards shall be evidenced by an Award Agreement, and Awards may be conditioned upon the Participant’s execution of an Award Agreement.

5.    Common Shares Subject to the Plan 

(a)    Authorized Number(A) 1,000,000 shares of Common Shares.  Unless otherwise authorized by the Company’s shareholders and subject to this Section 0 and Section 0, the maximum aggregate number of Common Shares available for issuance under the Plan is 5,250,000,Stock plus (i)(B) the number of shares of Common SharesStock that, onas of the Effective Date, are remaining available to be granted under the Prior Plan but which arefor issuance or delivery, and not then subject to outstanding awards, under the Prior Plan may be delivered in the aggregate pursuant to Awards granted under the Plan (such sum of (A) and (B), the “Effective Date Share Limit”); (ii) subject to Section 12 of the Plan, no more than the number of shares of Common Shares subjectStock equal to outstanding awards under the Prior Plan as of the Effective Date which thereafter are forfeited, settledShare Limit may be delivered in cash or cancelled or expire. Upon the Effective Date,aggregate pursuant to the Prior Plan will terminate; provided that all outstanding awardsexercise of Incentive Stock Options granted under the Prior Plan as ofPlan; and (iii) the Effective Date shall remain outstanding and shall be administered and settled in accordance with the provisions of the Prior Plan, as applicable. The maximum number of Common Shares availableshares subject to Awards granted to any Non-Employee Director during a single fiscal year shall be limited so that the Awards, taken together with any cash fees paid to such Non-Employee Director in respect of his or her service during such year (including service as a member or chair of any committees of the Board), do not exceed $1,000,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for issuance with respectfinancial reporting purposes). Notwithstanding the foregoing, the Board may make exceptions to ISOs is 5,250,000.

(b)    Share Counting.  the limit in the foregoing clause (iii) for (A) a non-executive chairman of the Board, provided that such non-executive chairman does not participate in the decision to award such compensation, and (B) special projects and ad hoc committee appointments, as deemed appropriate by the Board, from time to time.

c.The following rules shall apply in determining the number of shares of Common SharesStock available for grant under the Plan:

(i)

i.Shares of Common SharesStock subject to any Award shall be counted against the maximum share limitationEffective Date Share Limit as one share of Common ShareStock for every share of Common ShareStock subject thereto.

(ii)    to such Award.

ii.To the extent that any Award is forfeited, cancelled, settled in cash, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award or otherwise terminates without an issuance of shares of Common SharesStock being made, the maximum share limitationEffective Date Share Limit shall be credited with one share of Common ShareStock for each share of Common ShareStock subject to such Award, and such number of credited shares of Common SharesStock may again be made subject to Awards under the Plan.

(iii)    

iii.Any shares of Common SharesStock tendered by a Participant or withheld as full or partial payment of withholding or other taxes or as payment for the exercise or conversion price of an Award or repurchased by the Company with Stock Option proceeds shall not be added back to the number of shares of Common SharesStock available for issuance under the Plan. Upon exercise of a SAR, the number of shares of Common SharesStock subject to the Award that are being exercised shall be counted against the maximum aggregate number of Common Shares that may be issued under the PlanEffective Date Share Limit on the basis of one share of Common ShareStock for every share of Common ShareStock subject thereto,to such Award, regardless of the actual number of shares of Common SharesStock used to settle the SAR upon exercise.

(iv)    

iv.Any shares of Common SharesStock underlying Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees of the Company as a
A-6
Table of Contents
ANNEX A
result of a merger, consolidation, acquisition or other corporate transaction shall not, unless required by law or regulation, count against the reserve of available shares of Common SharesStock under the Plan.

(c)    Award Limitations. Subject to the adjustment provisions of Section 0:

(i)    The maximum aggregate number

d.Shares of Common Shares that may be subject to Stock Options or SARs granted in any calendar year to any one Participant (other than a Non-Employee Director) shall be 5,250,000 Common Shares.

(ii)    The maximum aggregate number of Common Shares that may be subject to Full-Value Awards granted in any calendar year to any one Participant (other than a Non-Employee Director) shall be 5,250,000 Common Shares.

(iii)    Grants to Non-Employee Directors shall be limited to the grants described in Section 0.

(d)    Shares to be Delivered.  Common Shares to be delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.

e.Awards may, in the sole discretion of the Committee, be granted under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 

(e)    Minimum Vesting. Except with respect to five percent (5%) of the maximum aggregate number of Shares that may be issued under the Plan, as provided herein, no Award shall vest earlier than one year following the date of grant of such Award; provided, however, that such limitation shall not preclude the acceleration of vesting of such Award upon the death or disability of the Participant or in connection with a Change in Control, as determined by the Committee in its discretion.

A-5

6.    Awards to Participants 

(a)    Stock Options.

(i)    Grants. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants, in such number and upon such terms and conditions as the Committee determines, and may consist of ISOs or NQSOs.  Stock options may be granted alone or with Tandem SARs.  With respect to Stock Options granted with Tandem SARs, the exercise of either such Stock Options or Tandem SARs will result in the simultaneous cancellation of the same number of Stock Options or Tandem SARs, as the case may be.

(ii)    Exercise Price. The Exercise Price shall be equal to or, at the Committee’s discretion, greater than the Fair Market Value on the date the Stock Option is granted, unless the Stock Option was granted through the assumption of, or in substitution for, outstanding awards previously granted by an entity acquired directly or indirectly by the Company or with which the Company combines (“Substitute Awards”). Shares of Common Stock underlying Substitute Awards shall not be counted against the number of shares of Common Stock available for issuance pursuant to individuals who became employeesSection 5(b) above; provided, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Company as a result of a merger, consolidation, acquisition or other corporate transaction, in which case the assumption or substitutionCode shall be accomplishedcounted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan.

f.Following the Effective Date, no new awards shall be granted under the Prior Plan. For purposes of the preceding sentence, awards under the Prior Plan with performance periods that commenced prior to the Effective Date and end after the Effective Date shall not be deemed new awards granted following the Effective Date.
6. Eligibility.
Participation shall be limited to Eligible Persons.
7. Options.
a.Generally. Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option so granted shall be subject to the conditions set forth in a mannerthis Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that permits the Stock Option is intended to be exempt from Code Section 409A.

(iii)    Term. The term ofan Incentive Stock Option. Incentive Stock Options shall be determined by the Committee in its sole discretion, but in no event shall the term exceed ten years from the Date of Grant.

(iv)    ISO Limits. ISOs may be granted only to ParticipantsEligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of any parentsuch nonqualification, such Option or subsidiary corporation withinportion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the meaningPlan.

b.Exercise Price. Except as otherwise provided by the Committee in the case of Code Section 424) onSubstitute Awards, the exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant, and may only beGrant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the Stockgrant of such Option, is granted, does not ownowns stock representing more than ten percent10% of the total combined voting power of all classes of stock of the Company (or ofor any parent or subsidiary corporation within the meaning of Code Section 424), unless (A)Affiliate, the Exercise Price is at leastper share shall be no less than 110% percent of the Fair Market Value per share on the Date of Grant,Grant.
c.Vesting and (B)Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the ISO isCommittee and shall expire after such period, not exercisable afterto exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant.Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate; provided, further, that notwithstanding any vesting dates set by the Committee, and consistent with the Committee’s power under Section 4(b), the Committee may, in its sole discretion, accelerate the exercisability of any Option upon a Change in Control, death, Disability or Retirement (or on any other termination of employment) of a Participant, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
d.Method of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the
A-7
Table of Contents
ANNEX A
Participant has paid to the Company an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The aggregateExercise Price shall be payable (i) in cash, check, cash equivalent or shares of Common Stock valued at the Fair Market Value of all Common Shares, determined at the time the ISOsOption is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery of such shares to the Company), provided that such shares of Common Stock are granted, withnot subject to any pledge or other security interest; (ii) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding taxes; or (iii) by such other method as the Committee may permit in its sole discretion, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price or (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which ISOs are exercisable bythe Company is delivered a Participant forcopy of irrevocable instructions to a stockbroker to sell the first time during any calendar year (under all plansshares of Common Stock otherwise deliverable upon the exercise of the Company) shall not exceed $100,000 or such otherOption and to deliver promptly to the Company an amount as may subsequently be specified byequal to the Code.  If suchExercise Price. Notwithstanding the foregoing, if on the last day of the Option Period, the Fair Market Value exceeds the $100,000 limit,Exercise Price, the ISOs exceedingParticipant has not exercised the limitOption, and the Option has not expired, such Option shall be treated as NQSOs, taking the Stock Options in the order each was granted.  The terms of all ISOs shall be consistent with and contain or be deemed to contain all provisionshave been exercised by the Participant on such last day by means of a net exercise and the Company shall deliver to the Participant the number of shares of Common Stock for which the Option was deemed exercised less such number of shares of Common Stock required to qualifybe withheld to cover the payment of the Exercise Price and all applicable required withholding taxes. Any fractional share of Common Stock shall be settled in cash.
e.Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date on which he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option and (ii) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an “incentive stock option” under Code Section 422.

(v)    Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

f.Compliance with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.
g.No Repricing. Subject to the adjustment provisions of Section 0,12, without the approval of the Company’s shareholders,stockholders, (A) the Exercise Price for any outstanding Stock Option may not be decreased after the Date of Grant, (B) no outstanding Stock Option may be surrendered to the Company as consideration for the grant of a new Stock Option with a lower Exercise Price, and (C) no other modifications to any outstanding Stock Option may be made that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the national securities exchange on which the Company’s Common Shares areStock is listed. Neither the Board nor the Committee shall offer a cash buy-out of “underwater” Stock Options, and such buyouts of “underwater” Stock Options shall be prohibited.

(vi)     Form of Payment

8. Stock Appreciation Rights.
a.Generally. Vested Stock OptionsEach SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be exercised (atreflected in the electionapplicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of the Participant) in whole or in part, and the Exerciseany Option.
b.Strike Price shall be paid to the Company at the time of exercise, subject to any applicable rules or regulations adopted by the Committee:

(A)    to the extent permitted by applicable law, pursuant to cashless exercise procedures that are approved by the Committee;

(B)    through the tender of unrestricted Common Shares owned by the Participant (or by delivering a certification or attestation of ownership of such Common Shares) valued at their Fair Market Value on the date of exercise;

(C)    in cash or its equivalent; or

(D)    by any combination of (A), (B), and (C) above.

(vii)    No Dividends or Shareholder Rights. No dividends or dividend equivalents may be paid on Stock Options. Except as otherwise provided herein, a Participant shall have no rights as a holder of Common Shares covered by a Stock Option unless and until such Common Shares have been registered to the Participant as the owner.

A-6

(viii)    Other Restrictions.  Stock Options may be granted subject to such terms and conditions as the Committee determines, including, without limitation: forfeiture conditions, transfer restrictions, restrictions based upon the achievement of specific Performance Goals (Company-wide, divisional and/or individual) which may be based on one or more Performance Measures, time-based restrictions on vesting and/or restrictions under applicable federal or state securities laws.

(b)    Stock Appreciation Rights. 

(i)    Grants.  Subject to the terms and provisions of the Plan, SARs may be granted to Participants, in such number and upon such terms and conditions as the Committee determines, and may be granted alone or as Tandem SARs.  With respect to Tandem SARs, the exercise of either such Stock Options or SARs will result in the simultaneous cancellation of the same number of Tandem SARs or Stock Options, as the case may be.

(ii)    Exercise Price.  The Exercise Price shall be equal to or, at the Committee’s discretion, greater than Fair Market Value on the date the SAR is granted, unless the SAR was granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who became employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company, in which case the assumption or substitution shall be accomplished in a manner that permits the SAR to be exempt from Code Section 409A.

(iii)    Term.  The term of a SAR shall be determined by the Committee in its sole discretion, but in no eventthe case of Substitute Awards, the strike price (“Strike Price”) per share of Common Stock for each SAR shall not be less than 100% of the term exceed ten (10) years fromFair Market Value of such share (determined as of the Date of Grant; provided that, eachGrant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Stock Option shall terminate upon the termination or exercise of the related Stock Option.

(iv)    No Repricing.  SubjectStrike Price at least equal to the adjustment provisions of Section 0, without the approval of the Company’s shareholders, (A) the Exercise Price for any outstanding SAR may not be decreased after the Date of Grant, (B) no outstanding SAR may be surrendered to the Company as consideration for the grant of a new SAR with a lower Exercise Price, and (C) no other modifications to any outstanding SAR may be made that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the national securities exchange on which the Common Shares are listed. Neither the Board nor the Committee shall offer a cash buy-out of “underwater” Stock Options, and such buyouts of “underwater” Stock Options shall be prohibited.

(v)    Form of Payment.  Vested SARs may be exercised in whole or in part, and the Committee may authorize payment of a SAR in the form of cash, Common Shares valued at its Fair Market Value on the date of the exercise or a combination thereof, or by any other method as the Committee may determine.

(vi)    Tandem SARscorresponding Option.

A-8
Table of Contents
ANNEX A
c.Vesting and Expiration. Tandem SARs may be exercised for all or part of the Common Shares subject to the related Stock Option upon the surrender of the right to exercise the equivalent portion of the related Stock Option.  A Tandem SAR may be exercised only with respect to the Common Shares for which its related Stock Option is then exercisable.  Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (A)Option shall become exercisable and shall expire according to the Tandemsame vesting schedule and expiration provisions as the corresponding Option. A SAR willgranted independent of an Option shall vest and become exercisable and shall expire no laterin such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that notwithstanding any vesting dates set by the Committee, and consistent with the Committee’s power under Section 4(b), the Committee may, in its sole discretion, accelerate the exercisability of any SAR upon a Change in Control, death, Disability or Retirement (or on any other termination of employment) of a Participant, which acceleration shall not affect the terms and conditions of such SAR other than the expiration of the underlying ISO; (B) the value of the payout with respect to the Tandem SARexercisability.
d.Method of Exercise. SARs that have become exercisable may be for no more than 100%exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an Option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.
e.Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Shares subjectStock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional share of Common Stock shall be settled in cash.
f.Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority in its sole discretion to substitute, without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options, provided that (i) the substitution shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option, (ii) the number of shares of Common Stock underlying ISO at the timesubstituted SARs shall be the Tandem SAR is exercised oversame as the number of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal to the Exercise Price of such Nonqualified Stock Options; provided, however, that if, in the underlying ISO; and (C) the Tandem SAR may be exercised only when the Fair Market Valueopinion of the Common SharesCompany’s independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be considered null and void.
9. Restricted Stock and Restricted Stock Units.
a.Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock Unit grant shall be subject to the ISO exceedsconditions set forth in this Section 9, and to such other conditions not inconsistent with the Exercise PricePlan as may be reflected in the applicable Award Agreement.
b.Stock Certificates and Book Entry; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the ISO.

(vii)    No DividendsParticipant to be issued or Shareholder Rights. No dividends or dividend equivalents may be paid on SARs.  Except as otherwise provided herein, a Participant shall have no rights as a holdercause share(s) of Common Shares covered by a SAR unless and until such Common Shares have been registeredStock to the Participant as the owner.

(viii)    Other Restrictions. SARs may be granted subject to such terms and conditions as the Committee determines, including, without limitation: forfeiture conditions, transfer restrictions, restrictions based upon the achievement of specific Performance Goals (Company-wide, divisional and/or individual) which may be based on one or more Performance Measures, time-based restrictions on vesting and/or restrictions under applicable federal or state securities laws.

(c)    Restricted Shares and Restricted Share Units.

(i)    Grants. Subject to the terms and provisions of the Plan, Restricted Shares and Restricted Share Units may be granted to Participants in such number and upon such terms and conditions as the Committee

A-7

determines.  Restricted Shares will be registered in the name of the Participant and deposited withheld in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or its agent in certificatedescrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock. To the extent that shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

c.Vesting; Acceleration of Lapse of Restrictions. The Restricted Period with respect to Restricted Stock and Restricted Stock Units shall lapse in such manner and on such date or book-entry form.

(ii)    Restrictions.  Restricted Shares or Restricted Share Units may be granted at no cost or at a purchase pricedates determined by the Committee which may be less thanand the Fair Market Value, but subject to such terms

A-9
Table of Contents
ANNEX A
Committee shall determine the treatment of the unvested portion of Restricted Stock and conditions as the Committee determines, including, without limitation: forfeiture conditions, transfer restrictions, restrictions basedRestricted Stock Units upon the achievementtermination of specific Performance Goals (Company-wide, divisional and/or individual) which may be based on one or more Performance Measures, time-based restrictions on vesting and/or restrictions under applicable federal or state securities laws.  Subject to the other terms and conditions in Sections 0,  0,  0 and 0, for Awards to employees, no Restricted Shares or Restricted Share Units conditioned upon the achievement of performance shall be based on a Restriction Period of less than one year, and, except as may be determined by the Committee, any Restriction Period based solely on continued employment or service (time-based) shall be for a minimum of three years, subject to (A) pro ratathe Participant granted the applicable Award. Consistent with the Committee’s power under Section 4(b), the Committee may in its sole discretion accelerate the lapse of any or graded vesting prior toall of the expiration of such time-based Restriction Period,restrictions on the Restricted Stock and (B) acceleration due to the Participant’s death or Disability orRestricted Stock Units upon a Change in Control, death, Disability or Retirement (or on any other termination of employment) of a Participant, which acceleration shall not affect any other terms and conditions of such Awards.
d.Delivery of Restricted Stock and Settlement of Restricted Stock Units.
i.Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in each casethe applicable Award Agreement shall be of no further force or effect with respect to such shares, except as specifiedset forth in the applicable Award Agreement.

(iii)    Transfer Restrictions.  DuringIf an escrow arrangement is used, upon such expiration, the Restriction Period,Company shall deliver to the Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book entry notation) evidencing the shares of Restricted SharesStock that have not then been forfeited and Restricted Share Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered.  In orderwith respect to enforce the limitations imposed uponwhich the Restricted Shares,Period has expired (rounded down to the Committeenearest full share). Dividends, if any, that may (A) cause a legend or legends to be placed on any certificates evidencing such Restricted Shares, and/or (B) cause “stop transfer” instructions to be issued, as it deems necessary or appropriate.

(iv)    Dividends and Voting Rights. Unless otherwise determinedhave been withheld by the Committee during the Restriction Period, Participants who holdand attributable to any particular share of Restricted Shares shall have the right to receive dividends in cash or other property or other distribution or rights in respect of the Restricted Shares and shall have the right to vote the Restricted Shares as the record owners; provided that, any dividends or other property payable to a Participant during the Restriction PeriodStock shall be distributed to the Participant onlyin cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends. Dividends and whendividend equivalents credited or payable in connection with an Award of Restricted Stock that has not yet vested shall be subject to the same restrictions imposed onand risk of forfeiture as the applicable Restricted Shares lapse.  underlying Award and shall not be paid until the underlying Award vests.

ii.Unless otherwise determinedprovided by the Committee duringin the Restrictionapplicable Award Agreement, upon the expiration of the Restricted Period Participants who holdwith respect to any outstanding Restricted ShareStock Units, the Company shall be credited with dividend equivalentsdeliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock in respect of such Restricted Share Units; provided that,Stock Units or (B) defer the delivery of Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such dividend equivalentspayment shall be distributed (without interest)equal to the Participant only if and whenFair Market Value of the restrictions imposedCommon Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in the applicable Award Agreement, the holder of outstanding Restricted ShareStock Units lapse.  Participantsshall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments. Dividends and dividend equivalents credited or payable in connection with an Award of Restricted Stock Units that has not yet vested shall be subject to the same restrictions and risk of forfeiture as the underlying Award and shall not be paid until the underlying Award vests.
e.Legends on Restricted Stock. Each certificate representing Restricted Stock awarded under the Plan, if any, shall bear a legend substantially in the form of the following, in addition to any other rights as a shareholderinformation the Company deems appropriate, until the lapse of all restrictions with respect to Restricted Share Units unless otherwise determined bysuch Common Stock:
TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE ATRICURE, INC. 2023 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN ATRICURE, INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ATRICURE, INC.
10. Other Stock-Based Awards.
a.Generally. The Committee may issue unrestricted Common Stock or rights under the Committee. 

(v)    Payment of Restricted Share Units.  Restricted Share UnitsCompany’s other incentive programs that, become payable in accordance with theirsubject to the terms and conditions thereof, provide for the right to receive grants of Awards at a future date, or other Awards denominated in Common Stock, under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be settled in cash, Common Shares, Restricted Shares, or a combination thereof, as determinedevidenced by the Committee.

(vi)    Ownership.  Restricted Sharesan Award Agreement.

A-10
Table of Contents
ANNEX A
Each Other Stock-Based Award so granted shall be registeredsubject to such conditions not inconsistent with the Plan as may be reflected in the nameapplicable Award Agreement.
b.Non-Employee Director Awards. The Committee shall grant Awards to each Non-Employee Director as part of the Participant onretainer for Non-Employee Director service. The number of shares of Common Stock underlying the books and records of the Company or its designee (or by one or more physical certificates if physical certificates are issued) subjectAwards granted to the applicable restrictions imposed by the Plan.  At the end of the Restriction Period that applies to Restricted Shares,each Non-Employee Director shall be the number of shares to which the Participant is entitled shall be deliveredof Common Stock equal to the Participant free and clear of the restrictions, either in certificated or book-entry form.  No Common Shares shall be registered in the name of the Participant with respect to Restricted Share Units, and Participants shall have no ownership interest in the Common Shares to which the Restricted Share Units relate, unless and until payment is made in Common Shares.

(vii)    Forfeiture.  If a Participant who holds Restricted Shares or Restricted Share Units fails to satisfy the restrictions, terms or conditions applicable to the Award, except as otherwise determinedaward value divided by the Committee, or permitted by Section 0,Fair Market Value of a share of Common Stock on the Participant shall forfeitDate of Grant. Notwithstanding the Restricted Shares or Restricted Share Units.  Theforegoing, the Committee may at any time waive such restrictionsgrant Options, Restricted Stock Units, Restricted Stock or accelerate the date or dates on which the restrictions will lapse upon a Change in Control or a Participant’s death or Disability.

(d)    Performance-Basedother types of Awards. 

(i)    Grants. contemplated by this Plan. Subject to the provisions of the Plan, Full-Value Awards may be conditioned upon the achievement of Performance Goals aslimitations in Section 5(b)(iii), the Committee shall determine, in its sole discretion.

(ii)    Performance Goals.  Performance Goals shall be based on one or more Performance Measures, over a Performance Period, ashave the authority to be determined byestablish the Committee.  Performance Goals shall be objective

A-8

and shall be established in writing by the Committee not later than 90 days after the beginningaward value annually. As of the Performance Period (but in no event after 25% of the Performance Period has elapsed), and while the outcome as to the Performance Goal is substantially uncertain.

(iii)    Performance Measures.  The Performance Measure(s) may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a subsidiary, division, department, region, function or business unit of the Company, and shall consist of one or more or any combination of the following criteria: cash flow, profit, revenue, stock price, market share, sales, net income, operating income, return ratios, earnings per share, compound annual growth rate, earnings (which may include an add back for taxes, interest, and/or depreciation and amortization), operating earnings, profit margins, earnings per Common Share, favorable comparison to established budgets, return on shareholders’ equity, return on assets, attainment of strategic and operational initiatives, comparisons with various stock market indices, reduction in costs or a combination of such factors, personal performance measures, working capital, total assets, net assets, return on sales, return on invested capital, gross margin, costs, shareholders’ equity, shareholder return and/or productivity or productivity improvement. The Performance Goals based on these Performance Measures may be expressed in absolute terms or relative to the performance of other entities. 

(iv)    Treatment of Awards.  With respect to any Full-Value Award that is conditioned upon the achievement of Performance Goals, such Full-Value Award and any dividends or other property otherwise payable with respect to such Full-Value Award shall not vest or be paid until the Committee shall first have certified that the Performance Goals have been achieved.

(e)    Unrestricted Share Awards. 

(i)    Subject to the terms and provisionsEffective Date of the Plan, the Committee may grant awards of unrestricted Common Shares to Participants in such number and upon such terms and conditions ashas established the Committee determines in recognition of outstanding achievements or contributions by such Participants or otherwise.  Unrestricted Common Shares issued on a bonus basis may be issued for no cash consideration. 

(f)    Restricted Share Grants to Non-Employee Directors.

(i)    following:

i.Automatic Grants. Each Non-Employee Director shall automatically be granted (i)(A) shares of Restricted SharesStock worth $175,000 of Common Shares,Stock, as valued on the Date of Grant, upon, or in connection with, commencement of service as a director of the Company, and (ii)(B) Restricted SharesStock worth $125,000$150,000 of Common Shares,Stock, as valued on the Date of Grant, at each annual meeting of the Company’s stockholders. All such Restricted SharesStock shall be subject to the terms and conditions of this Plan.

(ii)    

ii.Vesting of Restricted SharesStock Granted to Non-Employee Directors. Each initial grant of Restricted SharesStock granted to a newly elected or appointed Non-Employee Director shall vest in three (3) successive equal annual installments over the Non-Employee Directors’Director’s period of continued service as a director, with the first such installment to vest upon the Non-Employee Director’s completion of one (1) year of service as a Non-Employee Director measured from the Date of Grant. Each annual grant of Restricted SharesStock granted to continuing Non-Employee Directors shall vest upon the Non-Employee Director’s completion of one (1) year of service as a Non-Employee Director measured from the Date of Grant.

7.    Deferred Payment 

Subject to

11. Performance Compensation Awards.
a.Generally. The Committee shall have the termsauthority, at the time of grant of any Award described in Section 9 or 10 of the Plan, to designate such Award as a Performance Compensation Award. The Committee shall also have the authority to grant a standalone cash-based Performance Compensation Award pursuant to this Section 11.
b.Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is (are) to apply, the Performance Formula, and the form of settlement for such Award. With regard to the Performance Compensation Awards to be issued for such Performance Period, the Committee may determineexercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.
c.Performance Criteria. The Performance Criteria that allwill be used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational units, or any combination of the foregoing) and may include, but shall not be limited to, the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue, gross revenue growth; (v) gross profit or gross profit growth; (vi) net operating profit (before or after taxes); (vii) return measures (including, but not limited to, stockholder return, TSR, return on investment, assets (including net assets), capital, invested capital, equity, or sales); (viii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (ix) earnings before or after taxes, interest, depreciation or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total stockholder return); (xiii) expense targets; (xiv) operating efficiency; (xv) objective measures of customer satisfaction; (xvi) working capital targets; (xvii) measures of economic value added; (xviii) inventory control; (xix) enterprise value; (xx) sales; (xxi) stockholder return; (xxii); client retention; (xxiii) competitive market metrics; (xxiv) employee retention; (xxv) timely completion of new product rollouts; (xxvi) timely launch of new facilities; (xxvii) objective measures of personal targets, goals or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions, expansions of specific business operations and meeting divisional or project budgets); (xxviii) any other objective or subjective criteria, including individual performance criteria, as determined by the Committee; or (xxix) any combination of the foregoing. Performance Criteria also may include measures related to environmental, social and/or governance (“ESG”) matters, including, without limitation, matters related to people, retention, hiring, headcount, and diversity, equity and inclusion (“DEI”). Any one or more of the Performance Criteria may be used on an absolute, adjusted, or relative basis to measure the performance of the Company and/or
A-11
Table of Contents
ANNEX A
one or more Affiliates as a whole or any divisional or operational unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a portion of any Award to a Participant, whether it is to be paid in cash, Common Sharespublished or a combination thereof, shall be deferred or may,special index that the Committee, in its sole discretion, approve deferral elections madedeems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph.
d.Modification of Performance Goal(s). The Committee may alter Performance Criteria or modify the calculation of a Performance Goal without obtaining stockholder approval to reflect any event that would reasonably be expected to affect or alter such Performance Criteria or Performance Goal, including, but not limited to: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) nonrecurring items; (vi) acquisitions or divestitures; (vii) any other specific unusual or infrequently occurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) a change in the Company’s fiscal year; or (x) any other event as determined by Participants.  Deferralsthe Committee.
e.Payment of Performance Compensation Awards.
i.Condition to Receipt of Payment. Unless otherwise provided in the applicable Participant Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.
ii.Limitation. Unless otherwise provided in the applicable Participant Agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that (A) the Performance Goals for such periodsperiod are achieved; and upon(B) all or some of the portion of such terms asParticipant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.
iii.Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may determinereduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole discretion, which termsjudgment, such reduction or elimination is appropriate.
f.Timing of Award Payments. Unless otherwise provided in the applicable Award Agreement, Performance Compensation Awards granted for a Performance Period shall complybe paid to Participants as soon as administratively practicable following the Committee’s determination of the amount earned. Unless otherwise provided in the applicable Award Agreement, any Performance Compensation Award that is otherwise payable in shares of Common Stock shall be credited (during the period between the Date of Grant and the payment date) with Codedividend equivalents (in a manner consistent with the methodology set forth in the last sentence of Section 409A

8.    9(d)(ii)).

12. Changes in Capital Structure and Similar Events.
a.Dilution and Other Adjustments 

Adjustments.In the event of any merger, reorganization, consolidation, liquidation, recapitalization, reclassification, redesignation, stock dividend, other extraordinary distribution (whether in the form of cash, shares or otherwise), stock split,reverse stock split, spin off, combination, repurchase or exchange of shares or issuance of warrants or rights topurchase shares or other securities, or other change in corporate structure affecting the Common Shares,Stock of the Company, the Committee shallmay make such adjustments in the aggregate number and type of Common Sharesshares which may be delivered and the individual award maximums as set forth in Section 0,5, the number and type of Common Shares

A-9

shares subject to outstanding Awards and the Exercise Price or other price of shares of Common SharesStock subject to outstanding Awards (provided the number of shares of Common SharesStock subject to any Award shall always be a whole number), as may be and to the extent determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Such adjustment shall be conclusive and binding for all purposes of the Plan. The Committee shall determine whether and the extent to which any recapitalization, extraordinary distribution, reclassification, repurchase or exchange of shares or other event requires any such adjustment. Any such adjustment of an ISO or SAR shall be made in compliance with Code Sections 422 and 424, and no such adjustment shall be made that would cause any Award which is or becomes subject to Code Section 409A to fail to comply with the requirements of Code Section 409A or is exempt from Code Section 409A to become subject to Code Section 409A.

A-12
Table of Contents9.    
ANNEX A
b.Change in Control

. Notwithstanding any other provision of the Plan to the contrary, immediately upon the occurrence of a Change in Control, the following provisions of this Section 012(b) shall apply except to the extent that (i)(A) the applicable Award is assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation; or (ii)(B) an Award Agreement provides for a different treatment (in which case the Award Agreement shall govern):

(a)    

i.all outstanding Stock Options and SARs vest and become fully exercisable; and

(b)    

ii.all Full-Value Awards become fully vested and all Performance Goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met.

10.    met

c.Termination

(a)    .

i.Termination by Death, Disability, or Retirement.  Retirement.Subject to Section 014(b),ifa Participant’s employment by the Company terminates by reason of death, Disability or Retirement, or in the case of an advisory relationship if such business relationship terminates by reason of death or Disability, any Award held by such Participant, unless otherwise determined by the Committee at grant or otherwise interpreted pursuant to Section 014(u) hereof, shall be fully vested and may thereafter be exercised by the Participant or by the Participant’s beneficiary or legal representative, for a period of one (1) year following termination of employment, in the case of death or Disability, and 90 days in the case of Retirement, or such longer period as the Committee may specify at or after grant in all cases other than ISOs, or until the expiration of the stated term of such Award, whichever period is shorter; provided, that unless otherwise provided in an Award agreement,Agreement, for Full-Value Awards conditioned on achievement of Performance Goals, no vesting may occur and/or no distribution may be made in the case of Retirement prior to the attainment of Performance Goals.

(b)    

ii.Termination for Cause.  Cause.If a Participant’s employment or service terminates for Cause, (i)(A) all Stock Options and SARs (or portions thereof) which have not been exercised, whether vested or not, and (ii)(B) all unvested Full-Value Awards, shall immediately be forfeited upon termination, including such Awards that are subject to performance conditions (or unearned portions thereof).

(c)    

iii.Other Terminations.  Terminations.If a Participant’s employment or service terminates, voluntarily or involuntarily, for any reason other than death, Disability, Retirement or Cause, (i)(A) any vested portion of Stock Options or SARs held by the Participant at the time of termination may be exercised for a period of three months (or such other period as the Committee may specify at or after the time of grant) from the termination date, or until the expiration of the original term of the Stock Option or SAR, whichever period is shorter, (ii)(B) no unvested portion of any Stock Option or SAR shall become vested, including such Awards that are subject to performance conditions (or unearned portions thereof), and (iii)(C) all unvested Full-Value Awards, including such Awards that are subject to performance conditions (or unearned portions thereof), shall immediately be forfeited upon termination.

(d)    

iv.Limitation for ISOs.  ISOs.No ISO may be exercised more than three months following termination of employment for any reason (including Retirement) other than death or Disability, nor more than one year following termination of employment for the reason of death or Disability (as defined in Code Section 422), or such Award will no longer qualify as an ISO and shall thereafter be, and receive the tax treatment applicable to, a NQSO. For this purpose, a termination of employment is cessation of employment, under the rules applicable to ISOs, such that no employment relationship exists between the Participant and the Company.

A-10

(e)    v.Transfers and Leaves of Absence.  Absence.The transfer of a Participant within the Company shall not be deemed a termination of employment except as required by Code Sections 422 and 409A of the Code, and other applicable laws. The following leaves of absences are not deemed to be a termination of employment:

(i)    

A.if approved in writing by the Company, for military service, sickness or any other purpose approved by the Company, and the period of absence does not exceed 90 days;

(ii)    

B.if in excess of 90 days, if approved in writing by the Company, but only if the Participant’s right to reemployment is guaranteed by statute or contract and provided that the Participant returns to work within 30 days after the end of such absence; and

(iii)    

A-13
Table of Contents
ANNEX A
C.subject to the restrictions of Code Section 409A of the Code and to the extent that such discretion is permitted by law, if the Committee determines in its discretion that the absence is not a termination of employment.

11.    Recoupment


13. Amendments and Termination.
a.Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or Recovery Policyterminate the Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) without stockholder approval.
b.Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash in a manner which would result in any “repricing” for financial statement reporting purposes (or otherwise cause the Award to fail to qualify for equity accounting treatment) and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.
14. General.
a.Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award Agreement to be signed by the Participant or a duly authorized representative of the Company.
b.Minimum Vesting Requirement. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based Awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) Shares delivered in lieu of fully vested cash Awards, (iii) Awards to Eligible Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 5(b) (subject to adjustment under Section 12); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of Retirement, death, Disability or a Change in Control, in the terms of the Award or otherwise.
c.Nontransferability.
i.Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge,
A-14
Table of Contents

ANNEX A
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
ii.Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, “Immediate Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either (1) by the Board or the Committee, as applicable, in its sole discretion, or (2) as provided in the applicable Award Agreement (each transferee described in clause (A), (B), (C) or (D) above is hereinafter referred to as a “Permitted Transferee”) provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
iii.The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee, and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
d.Dividends and Dividend Equivalents. The Committee in its sole discretion may provide a Participant as part of an Award with dividends or dividend equivalents, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards. However, dividends and dividend equivalents credited or payable in connection with an Award that has not yet vested shall be subject to the same restrictions and risk of forfeiture as the underlying Award and shall not be paid until the underlying Award vests.
e.Tax Withholding.
i.A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes.
ii.Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the maximum required statutory withholding liability) by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability. A Participant may elect to satisfy such withholding liability through cash or cash proceeds.
A-15
Table of Contents
ANNEX A
f.No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.
g.International Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may in its sole discretion amend the terms of the Plan or Sub Plans or outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.
h.Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary or beneficiaries, as applicable, who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.
i.Termination of Employment. Except as otherwise provided in the applicable Participant Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service of such Participant with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be considered a termination of employment or service of such Participant with the Company or an Affiliate for purposes of the Plan.
j.No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have been issued or delivered to that person.
k.Government and Other Regulations.
i.The obligation of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award
A-16
Table of Contents
ANNEX A
Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
ii.The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions, blockage, other market considerations or any combination of the foregoing would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.
l.No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.
m.Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
n.Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
o.No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.
A-17
Table of Contents
ANNEX A
p.Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.
q.Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.
r.Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.
s.Arbitration. All disputes and claims of any nature that a Participant (or such Participant’s transferee or estate) may have against the Company arising out of or in any way related to the Plan or any Award Agreement shall be submitted to and resolved exclusively by binding arbitration conducted in Hamilton County, Ohio (or such other location as the parties thereto may agree) in accordance with the applicable rules of the American Arbitration Association then in effect, and the arbitration shall be heard and determined by a panel of three arbitrators in accordance with such rules (except that in the event of any inconsistency between such rules and this Section 14(s), the provisions of this Section 14(s) shall control). The arbitration panel may not modify the arbitration rules specified above without the prior written approval of all parties to the arbitration. Within ten (10) business days after the receipt of a written demand, each party shall designate one arbitrator, each of whom shall have experience involving complex business or legal matters, but shall not have any prior, existing or potential material business relationship with any party to the arbitration. The two arbitrators so designated shall select a third arbitrator, who shall preside over the arbitration, shall be similarly qualified as the two arbitrators and shall have no prior, existing or potential material business relationship with any party to the arbitration; provided that if the two arbitrators are unable to agree upon the selection of such third arbitrator, such third arbitrator shall be designated in accordance with the arbitration rules referred to above. The arbitrators will decide the dispute by majority decision, and the decision shall be rendered in writing and shall bear the signatures of the arbitrators and the party or parties who shall be charged therewith. The arbitration decision shall be rendered as soon as possible, but in any event not later than 120 days after the constitution of the arbitration panel. The arbitration decision shall be final and binding upon all parties to the arbitration. The parties hereto agree that judgment upon any award rendered by the arbitration panel may be entered in the United States District Court for the Southern District of Ohio or any court sitting in Hamilton County, Ohio. To the maximum extent permitted by law, the parties hereby irrevocably waive any right of appeal from any judgment rendered upon any such arbitration award in any such court. Notwithstanding the foregoing, any party may seek injunctive relief in any such court.
t.Severability. If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
u.Statute of Limitations. A Participant or any other person filing a claim for benefits under the Plan or an Award must file the claim within one (1) year of the date the Participant or other person knew or should have known of the facts giving rise to the claim. This one-year statute of limitations will apply in any forum where a Participant or any other person may file a claim and, unless the Company waives the time limit set forth above in its sole discretion, any claim not brought within the time period specified shall be waived and forever barred.
v.Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.
w.409A of the Code. Subject to the terms of the Plan, the Committee may determine that all or a portion of any Award to a Participant, whether it is to be paid in cash, Common Stock or a combination thereof, shall be deferred or may, in its sole discretion, approve deferral elections made by Participants. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, which terms shall comply with Section 409A of the Code. Each Award granted under the Plan is intended to be either exempt from or in
A-18
Table of Contents
ANNEX A
compliance with the requirements of Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan or any other plan maintained by the Company (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. If a Participant is a Specified Employee at the time of the Participant’s Separation from Service with the Company, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits under an Award (which Award is subject to Section 409A of the Code and otherwise provides for the commencement of payments or benefits upon Separation from Service) shall be deferred until the date that is six months following the Participant’s Separation from Service (or such other period as required to comply with Section 409A of the Code).
x.Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, a Participant Agreement may provide that the Committee may in its sole discretion cancel such Award if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. A Participant Agreement may also provide that if the Participant engages in any activity referred to in the preceding sentence, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. In addition, any Award shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recoupment or recovery policy adopted by the Company, Committee or Board, as thereafter amended, including any policy adopted to comply with the rules of any national securities exchange on which the Company’s Common Shares areStock is traded or the Securities and Exchange Commission.

y.Section 16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed in this Section 14(w), such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.
z.Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 14(z) by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering, and managing the Plan and Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management of the Plan, Awards, and the Participant’s participation in the Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Plan and Awards and the Participant’s participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to participate in the Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.
A-19
Table of Contents
ANNEX A
aa.Participants Outside of the United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a resident, or is primarily employed or providing services, outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then a resident or primarily employed or providing services, or so that the value and other benefits of the Award to the Participant, as affected by non–U.S. tax laws and other restrictions applicable as a result of the Participant’s residence, employment, or providing services abroad, shall be comparable to the value of such Award to a Participant who is a resident, or is primarily employed or providing services, in the United States. An Award may be modified under this Section 14(aa) in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified. Additionally, the Committee may adopt such procedures as are necessary or appropriate to permit participation in the Plan by Eligible Persons who are non–U.S. nationals or are primarily employed or providing services outside the United States.
ab.Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

A-20
Table of Contents
ANNEX B
ATRICURE, INC.
2018 EMPLOYEE STOCK PURCHASE PLAN
(AMENDED AND RESTATED EFFECTIVE MAY 25, 2023)
1. Purpose.
The purposes of the Plan are as follows:
a.To assist employees of the Company and its Participating Subsidiaries (as defined below) with the opportunity to acquire stock ownership interest in the Company. The Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended, and the Plan will be administered and interpreted in accordance with that intent;
b.To help employees provide for their future security and to encourage them to remain in the employment of the Company; and
c.To help align the interests of our employees with those of the Company’s shareholders.
2. Definitions.
“Board or Board of Directors” means the Board of Directors of the Company, as constituted from time to time.
“Change in Control” means the occurrence of any of the following events:
i.Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or
ii.The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or
iii.The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its Parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
“Code” means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.
“Committee” means the committee appointed by the Board to administer the Plan.
“Common Stock” means the common stock of the Company, par value $0.001 per share. “Common Stock” shall also include (i) the common stock of the surviving corporation in any consolidation, merger or reincorporation effected exclusively to change the domicile of the Company and (ii) such other securities of the Company that may be substituted for Common Stock pursuant to Section 18 hereof.
“Company” means AtriCure, Inc., a Delaware corporation, or any successor corporation (including, without limitation, the surviving corporation in any consolidation, merger or reincorporation effected exclusively to change the domicile of the Company).
“Compensation” means all base straight time gross earnings, non-worked paid hours (PTO, VTO, Holiday, Bereavement, Jury, Excused Paid Time Off, and Parental Leave), annual bonuses as may be elected by an Eligible Employee, and commissions, exclusive of payments for overtime, shift premium, fringe benefits and other compensation paid to an Eligible Employee by the Company or a Participating Subsidiary as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan.
“Designated Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.
“Effective Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining shareholder approval in accordance with Section 19.11 hereof.
“Employee” means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall
B-1
Table of Contents
ANNEX B
be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).
“Eligible Employee” means an Employee of the Company:
i.who does not, immediately after the option is granted, own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code);
ii.whose customary employment is for more than twenty (20) hours per week; and
iii.whose customary employment is for more than five (5) months in any calendar year.
For purposes of clause (i), the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an employee may purchase under outstanding options shall be treated as stock owned by the employee.
Notwithstanding the foregoing, the Committee may exclude from participation in the Plan any Employee who is a “highly compensated employee” of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of such highly compensated employees.
“Enrollment Form” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.
“ESPP Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fair Market Value” means as of any date, the value of Common Stock determined as follows:
i.If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for a share of Common Stock as reported in The Wall Street Journal (or such other source as the Committee may deem reliable for such purposes) for such date, or if no sale occurred on such date, the closing sales price on the first trading date immediately prior to such date during which a sale occurred;
ii.If the Common Stock is not traded on any established stock exchange or a national market system but is quoted on a quotation system, its Fair Market Value shall be the mean between the closing representative bid and asked prices for the Common Stock on such date, or if no sale occurred on such date, the first date immediately prior to such date on which sales prices or bid and asked prices, as applicable, are reported by such quotation system; or
iii.In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Committee.
“Offering Date” means the first Trading Day of each Offering Period as designated by the Committee.
“Offering or Offering Period” means each period of approximately six (6) months commencing on any January 1 and July 1 and terminating on the last Trading Day on or before the next occurring June 30 or December 31, as applicable, except for the first Offering Period under the Plan, which shall commence on the Effective Date and end on December 31, 2018. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan, but in no event may an Offering Period have a duration in excess of twenty-seven (27) months.
“Parent” means any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
“Participant” means an Eligible Employee who is actively participating in the Plan.
“Participating Subsidiaries” means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion. The
B-2
Table of Contents
ANNEX B
Committee may designate, or terminate the designation of, a subsidiary as a Participating Subsidiary without the approval of the shareholders of the Company.
“Plan” means this AtriCure, Inc. 2018 Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.
“Purchase Date” means the last Trading Day of each Offering Period.
“Purchase Price” means 85% of the Fair Market Value of a share of Common Stock on the Offering Date or on the Purchase Date, whichever is lower; provided, however that (i) if the Committee so designates, the Committee may set from time to time for future Offering Periods a higher percentage of Fair Market Value of a share of Common Stock or a higher dollar amount as the Purchase Price or instead provide that the Purchase Price will be calculated based only on a percentage of the Fair Market Value of a share of Common Stock on the Purchase Date that is equal to or more than 85%; (ii) the Purchase Price may be adjusted by the Committee pursuant to Section 18 hereof; and (iii) the Purchase Price shall in no event be less than the par value of a share of Common Stock.
“Securities Act” means the Securities Act of 1933, as amended.
“Subsidiary” means any corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.
“Trading Day” means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by the Committee in good faith.
3. Administration.
3.1The Plan shall be administered by the Committee which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee shall be final and binding on all persons. All expenses of administering the Plan shall be paid by the Company.
3.2The Committee at its option may utilize the services of an agent to assist in the administration of the Plan including establishing and maintaining an individual securities account under the Plan for each Participant. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan.
3.3All expenses and liabilities incurred by the Committee in connection with the administration of the Plan shall be borne by the Company. The Committee may, with the approval of the Board, employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the options, and all members of the Board shall be fully protected by the Company in respect to any such action, determination, or interpretation.
4. Eligibility.
Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is an Eligible Employee as designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code. Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding at any time.
5. Offering Periods.
The Plan shall be implemented by a series of consecutive Offering Periods, each of which shall be six (6) months in duration, with new Offering Periods commencing on or about January 1 and July 1 of each year (or such other times as
B-3
Table of Contents
ANNEX B
determined by the Committee). The Committee shall have the authority to change the duration, frequency, start and end dates of Offering Periods.
6. Participation.
6.1.Custom Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 10% of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not make any separate contributions or payments to the Plan.
6.2.Election Changes. During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period. The Committee may limit the number of election changes made by a Participant in an Offering Period. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll deductions at least five (5) business days before the Purchase Date.
6.3.Automatic Re-enrollment. The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (a) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6, (b) withdraws from the Plan in accordance with Section 10, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.
7. Grant of Option.
On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant’s accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 2,500 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Section 13 of the Plan).
8. Exercise of Option/Purchase of Shares.
A Participant’s option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant’s accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account. No fractional shares may be purchased but notional fractional shares of Common Stock will be allocated to the Participant’s ESPP Share Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11.
9. Transfer of Shares.
As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 9.
10. Withdrawal.
10.1.Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at least five (5) days before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s option shall be automatically terminated. If a Participant withdraws from
B-4
Table of Contents
ANNEX B
an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6 of the Plan.
10.2.Effect on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws.
11. Termination of Employment; Change in Employment Status.
Upon termination of a Participant’s employment for any reason, including death, disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer an Eligible Employee, which in either case occurs before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts under Section 17, and the Participant’s option shall be automatically terminated
12. Miscellaneous ProvisionsInterest.
No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.
13. Shares Reserved for Plan.
13.1.Number of Shares. The maximum number of shares of Common Stock reserved as authorized for the grant of options under the Plan is 1,250,000 shares. If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for issuance under the Plan. In addition, any unused shares reserved under the AtriCure, Inc. 2008 Employee Stock Purchase Plan shall become available for issuance under this Plan and if any right granted under the AtriCure, Inc. 2008 Employee Stock Purchase Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall become available for issuance under this Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market.
13.2.Over-subscribed Offerings. The number of shares of Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the Committee determines to be equitable.
14. Transferability.
No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.
15. Application of Funds.
All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions.
16. Statements.
Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional account.
17. Designation of Beneficiary.
17.1.A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of any fractional shares of Common Stock, if
B-5
Table of Contents

ANNEX B
any, from the Participant’s ESPP Share Account under the Plan in the event of such Participant’s death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant’s notional account in the event of the Participant’s death prior to the Purchase Date of an Offering Period.
17.2.Such designation of a beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

18. Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Change in Control.
18.1.Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option, the maximum number of shares each Participant may purchase during each Offering Period (pursuant to Section 7 hereof), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
18.2.Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Committee. The New Exercise Date shall be before the effective date of the Company’s proposed dissolution or liquidation. The Committee shall notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
18.3.Merger or Change in Control. In the event of a merger or Change in Control, the Offering Period with respect to each outstanding option will be shortened by setting a New Exercise Date and will end on the New Exercise Date. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Committee will notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
19. General Provisions.
19.1.Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.
19.2.No Right to Continued Service. Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other capacity.
B-6
Table of Contents(a)    
ANNEX B
19.3.Rights as Shareholder. A Participant will become a Shareholder.  Except as otherwise provided herein, ashareholder with respect to the shares of Common Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant shallwill have no rights as a shareholder with respect to Awards hereunder, unless and until the Common Shares have been registered to the Participant as the owner. 

(b)    No Loans.  No loans from the Company to Participants shall be permitted in connection with the Plan. 

(c)    Assignment or Transfer.  Except as otherwise provided under the Plan, no Award or any rights or interests therein shall be transferable other than by will or the laws of descent and distribution.  The Committee may, in its discretion, provide that an Award (other than an ISO) is transferable without the payment of any consideration to a Participant’s family member, subject to such terms and conditions as the Committee may impose.  For this purpose, “family member” has the meaning given to such term in the General Instructions to the Form S-8 registration statement under the Securities Act.  All Awards shall be exercisable, during the Participant’s lifetime, only by the Participant or a person who is a permitted transferee pursuant to this Section 00.  Once awarded, the Common Shares (other than Restricted Shares) received by Participants may be freely transferred, assigned, pledged or otherwise subjected to lien, subject to the restrictions imposed by the Securities Act, Section 16 of the Exchange Act and the Company’s Insider Trading Policy, each as amended. Notwithstanding the foregoing, the Committee may, with respect to particular Awards, establish or modify the terms of the Award to allow the Award to be transferred at the request of a Participant to trusts established by a Participant or as to which a Participant is a grantor or to the spouse or lineal descendants of a Participant or otherwise for personal and tax planning purposes of a Participant. If the Committee allows such transfer, such Awards shall not be exercisable for a period of six months following the action of the Committee.

(d)    Withholding Taxes.  The Company shall (upon the election by the Participant) deduct from all Awards paid in cash to a Participant any taxes required by law to be withheld with respect to such Awards.  Applicable withholding taxes arising with respect to Awards paid in Common Shares to a Participant shall (upon the election by the Participant) be satisfied by the Company retaining Common Shares having a Fair Market Value on the date the tax is to be determined that is not to exceed the maximum statutory tax rate in the employee’s applicable jurisdictions (rounded, if necessary, to the next lowest whole numbershares of Common Shares); provided, however, that, subjectStock for which an election to any restrictions or limitations that the Company deems appropriate and except as may be provided otherwiseparticipate in an Award Agreement,Offering Period has been made until such Participant becomes a Participant shall retain the right to elect to satisfy any such statutory minimum applicable withholding tax through cash or cash proceeds. 

(e)    No Rights to Awards.  Neither the Plan nor any action taken hereunder shall be construedshareholder as giving any person any right to be retained in the employ or service of the Company,provided above.

19.4.Successors and the Plan shall not interfere with or limit in any way the right of the Company to terminate any person’s employment or service at any time.  Except as set forth herein, no employee or other person shall have any claim or right to be granted an Award under the Plan.  By accepting an Award, the Participant acknowledges and agrees that (i) the Award will be exclusively governed by the Plan, including the right of the Company to amend or cancel the Plan at any time without the Company incurring

A-11

liability to the Participant (except, to the extent the terms of the Award so provide, for Awards already granted under the Plan), (ii) the Participant is not entitled to future award grants under the Plan or any other plan, and (iii) the value of any Awards received shall be excluded from the calculation of termination or other severance payments or benefits. 

(f)    Beneficiary Designation.  To the extent allowed by the Committee, each Participant under the Plan may name any beneficiary or beneficiaries to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives all of such benefit.  Unless the Committee determines otherwise, each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee and shall be effective only when received in writing by the Company during the Participant’s lifetime.  In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate. 

(g)    Fractional Shares.  Fractional Common Shares shall not be issued or transferred under an Award, but the Committee may direct that cash be paid in lieu of fractional shares or may round off fractional shares, in its discretion. 

(h)    Unfunded Plan.Assigns. The Plan shall be unfundedbinding on the Company and any benefits underits successors and assigns.

19.5.Entire Plan. This Plan constitutes the Plan shall represent an unsecured promise to pay by the Company.  Withentire plan with respect to any payments not yet madethe subject matter hereof and supersedes all prior plans with respect to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general unsecured creditor of the Company. 

(i)    Severability.  If any provision of the Plan is deemed illegal or invalid, the illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

(j)    Limitation of Liability.  Members of the Board and the Committee and officers and employees of the Company who are their designees acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross or willful misconduct in the performance of their duties hereunder. 

(k)    Successors.  Allsubject matter hereof.

19.6.Compliance with Law. The obligations of the Company with respect to Awardspayments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan shall be binding on any successor tounless the Company, whether as a resultexercise of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially allsuch option and the issuance and delivery of the business and/or assetsshares of the Company. 

(l)    Code Section 409A Compliance.  Each Award granted under the Plan is intended to be either exempt from or in compliance with the requirements of Code Section 409A and any regulations or guidance that may be adopted thereunder, including any transition relief available under applicable guidance.  The Plan may be amended or interpreted by the Committee as it determines appropriate in accordance with Code Section 409A in order for the Plan and Awards toCommon Stock pursuant thereto shall comply with Code Section 409A.  If a Participant is a “specified employee” as defined in Code Section 409A atall applicable provisions of law, including, without limitation, the time ofSecurities Act, the Participant’s separation from service with the Company, then solely to the extent necessary to avoid the imposition of any additional tax under Code Section 409A, the commencement of any payments or benefits under an Award shall be deferred until the date that is six months following the Participant’s separation from service (or such other period as required to comply with Code Section 409A).  Notwithstanding the foregoing, the Company does not guarantee that Awards under the Plan will comply with Code Section 409AExchange Act, and the Committee is under no obligation to make any changes to Awards to cause such compliance.

13.    Effective Date, Amendments, Governing Law and Plan Termination 

(a)    Effective Date.  The Effective Date of the Plan is the date on which the Company’s shareholders approve the Plan at a duly held shareholder meeting. 

(b)    Amendments.    

(i)    Amendment of the Plan.  The Committee or the Board may at any time terminate or amend the Plan in whole or in part, but no such action shall materially and adversely affect any rights or obligations with respect to any Awards granted prior to the date of such termination or amendment without the consent of the affected Participant, except to the extent that the Committee reasonably determines that such termination or amendment is necessary or appropriate to comply with applicable law or the rules and regulationsrequirements of any stock exchange onupon which the shares of Common Shares are traded or to preserve any intended favorable, or avoid any unintended unfavorable, tax effects forStock may then be listed.

19.7.Notice of Disqualifying Dispositions. Each Participant shall give the Company Planprompt written notice of any disposition or Participants.  Notwithstanding the foregoing, unless the

A-12

Company’s shareholders shall have first approved the amendment, no amendmentother transfer of the Plan shall be effective if the amendment would: (A) increase the maximum numbershares of Common Shares that may be deliveredStock acquired pursuant to the exercise of an option acquired under the Plan, if such disposition or to anytransfer is made within two years after the Offering Date or within one individual (except toyear after the extent madePurchase Date.

19.8.Term of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 0 hereof), (B) extend the maximum period during which Awards may be granted under the Plan, (C) add to the types19.9, shall have a term of awards that can be made under the Plan, (D) modify the requirements as to eligibility for participation in the Plan, (E) permit a repricingten (10) years.
19.9.Amendment or decrease the Exercise Price to less than the Fair Market Value on the Date of Grant of any Stock Option or SAR, except for adjustments made pursuant to Section 0, (F) materially increase benefits to Participants, or (G) otherwise require shareholder approval pursuant to the Plan or applicable law or the rules of the principal securities exchange on which Common Shares are traded.

(ii)    Amendment of Awards.  Termination. The Committee may, in its sole discretion, amend, prospectivelysuspend or retroactively,terminate the termsPlan at any time and for any reason. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of an Award, provided that no such amendment is inconsistent withCommon Stock have been purchased on the termsnext Purchase Date (which may, in the discretion of the PlanCommittee, be accelerated) or would materially and adversely affect the rights of any Participant without his or her written consent.

(c)    Governing Law.  To the extent not preempted by Federal law, the Plan and all Award Agreements are construedpermit Offering Periods to expire in accordance with and governedtheir terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by thelaw) as soon as administratively practicable.

19.10.Applicable Law. The laws of the State of Delaware.Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state’s conflict of law rules.
19.11.Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.
19.12.Section 423. The Plan is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be governedreformed to comply with Section 423 of the Code.
19.13.Withholding. To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Employment Retirement Income Security ActCompany for the payment of 1974,any withholding or similar tax obligations that arise in connection with the Plan.
19.14.Severability. If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.
19.15.Headings. The headings of sections herein are included solely for convenience and shall be so construed and administered. 

(d)    Plan Termination.  No Awards shall be made undernot affect the Plan after the tenth anniversarymeaning of any of the Effective Date. 

provisions of the Plan.

A-13

B-7


Picture 6


Proxy Card Front vF.jpg


NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF ATRICURE, INC. May 20, 20202021 at 9:00 AM EDT Access to this year's Virtual Annual Meeting of Stockholders will be available at www.virtualshareholdermeeting.com/ATRC2020ATRC2021 IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20. 2020:2021: You are receiving this communication because you hold shares in the above company, and the materials you should review before you cast your vote are now available. The Proxy Statement and Company's Annual Report on Form 10-K are available at: www.proxyvote.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K and Notice and Proxy Statement are available at www.proxyvote.com. Please detach along perforated line and mail in the envelope provided. E97363-P33666D40700-P50617 ATRICURE, INC. 20202021 ANNUAL MEETING OF STOCKHOLDERS MAY 20, 20202021 9:00 AM EDT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned stockholder of AtriCure, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 8, 2020,2021, and hereby appoints Michael H. Carrel and M. Andrew Wade,Angela L. Wirick, or either of them, as proxy and attorney-in-fact, with full power of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 20202021 Annual Meeting of Stockholders of AtriCure, Inc. to be held on May 20,202020, 2021 at 9:00 AM EDT online at www.virtualshareholdermeetina.com/ATRC2020ATRC2021 and at any postponement or adjournment thereof, and to vote all shares of common stock which the undersigned would be entitled to vote if then and there personally present, hereby revoking any proxies heretofore given, on the matters set forth on the reverse side and in their discretion with respect to such other business as may properly come before such Annual Meeting or at any postponement or adjournment thereof in accordance with and as described in the Notice and Proxy Statement for the Annual Meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. 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)



Picture 5

AtriCure ATRICURE, INC. ATTN: ALLIE WALKER 7555 INNOVATION WAY MASON, OH 45040 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 19, 2020. 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. During The Meeting - Go to www.virtualshareholdermeetina.com/ATRC2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 19, 2020. 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: E97362-P33666 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. _ KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY ATRICURE, INC. The Board of Directors recommends you vote "FOR" each of the following nominees: 1. Election of Directors For Against Abstain 1a. Michael H. Carrel 1b. Mark A. Collar 1c. Scott W. Drake 1d. Daniel P. Florin 1e. Regina E. Groves 1f. B. Kristine Johnson 1e. Mark R. Lanning 1h. Karen N. Prange 1i. Sven A. Wehrwein 1j. Robert S. White The Board of Directors recommends you vote "FOR" the following proposals: 2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020. For Against Abstain 3. Proposal to amend the AtriCure, Inc. 2014 Stock Incentive 0 ‬0 ‬0 Plan to increase the number of authorized shares by 900,000. 4. Advisory vote on the compensation of our named executive officers as disclosed in the proxy statement for the 2020 Annual Meeting. NOTE: THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF THE 10 NOMINATED DIRECTORS; (2) FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020; (3) FOR THE APPROVAL OF THE AMENDMENTTO THE ATRICURE, INC. 2014 STOCK INCENTIVE PLAN; (4) FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2020 ANNUAL MEETING; AND (S) IN THE DISCRETION OF THE PROXY HOLDERS ON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE, WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES. For address changes and/or comments, please check this box and write them on the back where indicated. 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 ‬‬‬‬‬‬‬‬‬‬‬‬‬‬

Proxy Card Back vF.jpg