Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | AtriCure, Inc. |
Entity Central Index Key | 0001323885 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay versus Performance Table Value of Initial Fixed $100 Investment Based on: Year (1) SCT Total for PEO CAP to PEO (2) Average SCT Total for non-PEO NEOs Average CAP to non-PEO NEOs (2) Total Shareholder Return (3) Peer Group Total Shareholder Return (3) Net (Loss) Income Worldwide Revenue Growth (4) ($) ($) ($) ($) ($) ($) ($ in 000's) (%) 2023 $ 8,749,289 $ 4,761,236 $ 2,669,757 $ 1,799,435 $ 109.78 $ 86.74 $ (30,438) 20.8 % 2022 8,346,968 248,184 2,256,022 798,083 136.51 86.04 (46,466) 20.4 % 2021 7,535,074 13,119,796 2,142,873 3,433,743 213.87 114.41 50,199 32.8 % 2020 5,569,045 13,745,774 1,437,778 2,820,165 171.24 127.18 (48,155) (10.5) % | |||
Named Executive Officers, Footnote | Non-PEO Named Executive Officers include average of the following participants: 2023: Angela L. Wirick, Douglas J. Seith, Karl S. Dahlquist, and Salvatore Privitera 2022: Angela L. Wirick, Douglas J. Seith, Justin J. Noznesky, and Deborah Yount 2021: Angela L. Wirick, Douglas J. Seith, Justin J. Noznesky, and Vinayak Doraiswamy 2020: M. Andrew Wade, Angela L. Wirick, Douglas J. Seith, Justin J. Noznesky, and Salvatore Privitera | |||
Peer Group Issuers, Footnote | Reflects the total shareholder return indexed to $100 per share for ATRC and the NASDAQ Health Care Index which is the industry peer group reported in our 2023 Form 10-K. | |||
PEO Total Compensation Amount | $ 8,749,289 | $ 8,346,968 | $ 7,535,074 | $ 5,569,045 |
PEO Actually Paid Compensation Amount | $ 4,761,236 | 248,184 | 13,119,796 | 13,745,774 |
Adjustment To PEO Compensation, Footnote | See reconciliation of SCT to CAP for PEO and non-PEO NEOs below. The table below sets forth a reconciliation from the SCT to CAP for our PEO for the years ended December 31, 2020, 2021, 2022, and 2023. PEO 2023 2022 2021 2020 SCT Total Compensation $ 8,749,289 $ 8,346,968 $ 7,535,074 $ 5,569,045 Less: Grant Fair Value of Equity Awards Made During Year (1) (6,738,465) (6,722,916) (5,594,896) (4,469,079) Year End Fair Value of Equity Awards Made During Year (2) 5,933,361 3,877,228 7,213,771 5,592,998 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (3) (2,659,508) (5,258,934) 2,640,635 5,222,117 Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (4) (523,441) 5,838 1,325,212 1,830,693 Less: Fair Value as of Prior Year End for Awards Granted in Prior Years that were Forfeited (5) — — — — Incremental Fair Value of Modified Awards (5) — — — — Total Adjustments Related to Equity Awards (3,988,053) (8,098,784) 5,584,722 8,176,729 Total CAP $ 4,761,236 $ 248,184 $ 13,119,796 $ 13,745,774 (1) Represents the grant date fair value of equity-based awards made during the fiscal year as reported in the SCT. (2) Represents the year-end fair value of equity awards that were made during the fiscal year and remained unvested as of year-end. (3) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of each fiscal year-end. For awards with a performance condition, the estimated fair value is measured at the probable outcome of such condition as of the last day of the fiscal year. Estimated attainment for awards in periods presented ranges from 74% to 191%. (4) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. (5) No activity during periods presented. | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,669,757 | 2,256,022 | 2,142,873 | 1,437,778 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,799,435 | 798,083 | 3,433,743 | 2,820,165 |
Adjustment to Non-PEO NEO Compensation Footnote | See reconciliation of SCT to CAP for PEO and non-PEO NEOs below. The table below sets forth a reconciliation from the average SCT to average CAP for our non-PEO NEOs for the years ended December 31, 2020, 2021, 2022, and 2023. Non-PEO NEOs 2023 2022 2021 2020 Average SCT Total Compensation $ 2,669,757 $ 2,256,022 $ 2,142,873 $ 1,437,778 Less: Grant Fair Value of Equity Awards Made During Year (1) (1,778,787) (1,555,800) (1,327,506) (962,837) Year End Fair Value of Equity Awards Made During Year (2) 1,584,409 1,106,735 1,656,615 1,226,466 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (3) (620,469) (954,967) 549,341 1,234,081 Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (4) (55,475) (53,907) 412,420 188,979 Less: Fair Value as of Prior Year End for Awards Granted in Prior Years that were Forfeited (5) — — — (335,230) Incremental Fair Value of Modified Awards (5) — — — 30,928 Total Adjustments Related to Equity Awards (870,322) (1,457,939) 1,290,870 1,382,387 Total Average CAP $ 1,799,435 $ 798,083 $ 3,433,743 $ 2,820,165 (1) Represents the grant date fair value of equity-based awards made during the fiscal year as reported in the SCT. (2) Represents the year-end fair value of equity awards that were made during the fiscal year and remained unvested as of year-end. (3) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of each fiscal year-end. For awards with a performance condition, the estimated fair value is measured at the probable outcome of such condition as of the last day of the fiscal year. Estimated attainment for awards in periods presented ranges from 74% to 191%. (4) Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year. (5) Mr. Wade resigned as AtriCure's Chief Financial Officer effective on August 6, 2020. Under the consulting agreement between the Company and Mr. Wade related to his transition, the performance share awards granted to him in 2020 were forfeited and cancelled. All of Mr. Wade's stock options and restricted shares with time-based vesting provisions continued to vest and be exercisable through March 6, 2021, resulting in modification of his awards. | |||
Compensation Actually Paid vs. Total Shareholder Return | 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. | |||
Compensation Actually Paid vs. Net Income | Net Income (Loss) Year CAP to PEO ∆ CAP to PEO Average CAP to non-PEO NEOs ∆ CAP to Non-PEO NEO Net (Loss) Income ($ in 000's) ∆ Net (Loss) Income 2023 $ 4,761,236 1818.4 % $ 1,799,435 125.5 % $ (30,438) (34.5) % 2022 248,184 (98.1) % 798,083 (76.8) % (46,466) (192.5) % 2021 13,119,796 (4.6) % 3,433,743 21.8 % 50,199 (204.2) % 2020 13,745,774 — 2,820,165 — (48,155) — Our strategy to make investments to drive sustainable growth, and we incur substantial expenditures to develop and commercialize our products, expand our markets and build a foundation to support future growth. As a result, we have incurred net losses during our history. Our net losses have resulted principally from costs and expenses relating to sales, training and awareness efforts, research and product development, clinical trials, seeking regulatory clearances and approvals, product quality and safety initiatives and general operating expenses. Our net income (loss) can also be significantly impacted by non-recurring adjustments or charges that are not reflective of our ongoing core business operations and financial condition, as was the case in fiscal year 2021. We believe net income (loss) is not reflective of our ongoing core operations of our business or a metric that is most important to stockholder value. Therefore, it is not a metric used in any of the Company's incentive plans, and CAP is not correlated with net income (loss). | |||
Compensation Actually Paid vs. Company Selected Measure | Worldwide Revenue Growth Year CAP to PEO ∆ CAP to PEO Average CAP to non-PEO NEOs ∆ CAP to Non-PEO NEO Worldwide Revenue ($ in 000's) Worldwide Revenue Growth ∆ Worldwide Revenue Growth 2023 $ 4,761,236 1818.4 % $ 1,799,435 125.5 % $ 399,245 20.8 % 0.4 % 2022 248,184 (98.1) % 798,083 (76.8) % 330,379 20.4 % (12.4) % 2021 13,119,796 (4.6) % 3,433,743 21.8 % 274,329 32.8 % 43.3 % 2020 13,745,774 — 2,820,165 — 206,531 (10.5) % — 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. | |||
Total Shareholder Return Vs Peer Group | The Company's chosen peer group is the Nasdaq Heath Care Index constituents. This is the same peer group disclosed in the Form 10-K performance graph, as well as the same index used to measure the relative total shareholder return performance target for the performance share awards granted annually to our executive officers since 2021. Over the four-year period shown in the table above, the Company's total shareholder return (TSR) exceeded the peer group's TSR. | |||
Tabular List, Table | Most Important Performance Measures Worldwide Revenue Growth Gross Margin Shareholder Return | |||
Total Shareholder Return Amount | $ 109.78 | 136.51 | 213.87 | 171.24 |
Peer Group Total Shareholder Return Amount | 86.74 | 86.04 | 114.41 | 127.18 |
Net Income (Loss) | $ (30,438,000) | $ (46,466,000) | $ 50,199,000 | $ (48,155,000) |
Company Selected Measure Amount | 0.208 | 0.204 | 0.328 | (0.105) |
Additional 402(v) Disclosure | 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. The measures most important in determining pay during 2023 were those that impact achievement of our equity incentive awards and annual incentive plans. 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. | |||
Change In PEO Actually Paid Compensation Amount | 18.184 | (0.981) | (0.046) | 0 |
Change In Non-PEO NEO Average Compensation Actually Paid Amount | 1.255 | (0.768) | 0.218 | 0 |
Change In Net Income (Loss) | (0.345) | (1.925) | (2.042) | 0 |
Company Selected Measure Amount, Growth Rate | 20.80% | 20.40% | 32.80% | (10.50%) |
Change In Company Selected Measure Amount | 0.004 | (0.124) | 0.433 | 0 |
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Worldwide Revenue Growth | |||
Non-GAAP Measure Description | Company selected measure is annual worldwide revenue growth rate. Amount is calculated as a percentage change in worldwide revenue over the prior year. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Gross Margin | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Shareholder Return | |||
PEO | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (3,988,053) | $ (8,098,784) | $ 5,584,722 | $ 8,176,729 |
PEO | Equity Incentive Award Deductions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (6,738,465) | (6,722,916) | (5,594,896) | (4,469,079) |
PEO | Equity Incentive Award Additions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 5,933,361 | 3,877,228 | 7,213,771 | 5,592,998 |
PEO | Equity Awards, Change In Fair Value, Outstanding And Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (2,659,508) | (5,258,934) | 2,640,635 | 5,222,117 |
PEO | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (523,441) | 5,838 | 1,325,212 | 1,830,693 |
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Modified Equity Awards, Incremental Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (870,322) | (1,457,939) | 1,290,870 | 1,382,387 |
Non-PEO NEO | Equity Incentive Award Deductions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,778,787) | (1,555,800) | (1,327,506) | (962,837) |
Non-PEO NEO | Equity Incentive Award Additions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,584,409 | 1,106,735 | 1,656,615 | 1,226,466 |
Non-PEO NEO | Equity Awards, Change In Fair Value, Outstanding And Unvested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (620,469) | (954,967) | 549,341 | 1,234,081 |
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (55,475) | (53,907) | 412,420 | 188,979 |
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | (335,230) |
Non-PEO NEO | Modified Equity Awards, Incremental Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 | $ 30,928 |