atrc-20250407

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 all boxes that apply):



☒						No fee required.

☐						Fee paid previously with preliminary materials.

☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ATRICURE, INC.

7555 Innovation Way

Mason, Ohio 45040

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 19, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (Annual Meeting) of AtriCure, Inc. (the Company or AtriCure) on Monday, May 19, 2025. This year’s Annual Meeting will be a virtual meeting of stockholders. We believe that hosting a virtual meeting provides expanded access and improved communication between our stockholders 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/ATRC2025 and using the control number distributed with these proxy materials. 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 nine directors nominated by the Board of Directors, each to serve for a one-year term that expires at the 2026 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, 2025;

3.To approve an amendment to the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,700,000;

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

5.To conduct an advisory vote on the frequency of future advisory votes on compensation of our named executive officers; and

6.To transact such other business as may properly come before the Annual Meeting or any continuations, postponements or adjournments by or at the discretion of the Board of Directors of the Company.

The Annual Meeting will begin promptly at 11:00 a.m. ET. Only holders of record of shares of AtriCure common stock (NASDAQ: ATRC) at the close of business on March 27, 2025 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 2024 Annual Report over the Internet.


			By order of the Board of Directors,

			/s/ Angela L. Wirick
			Angela L. Wirick
			Chief Financial Officer

Mason, Ohio

April 7, 2025

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 19, 2025

You are receiving this communication because you hold shares in 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

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
Committees of the Board			11
Director Compensation			13
Corporate Governance Guidelines			14
Compensation Committee Interlocks and Insider Participation			14
Certain Relationships and Related Party Transactions			14
Communications with the Board of Directors			15
Board's Role in Risk Oversight			15
Board Evaluations			15
MANAGEMENT			17
PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
Audit and Non-Audit Services			19
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			20
PROPOSAL THREE—AMENDMENT TO 2023 STOCK INCENTIVE PLAN			21
PROPOSAL FOUR—ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			28
PROPOSAL FIVE—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTING ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			30
EXECUTIVE COMPENSATION			32
Report of the Compensation Committee of the Board of Directors			32
Compensation Discussion and Analysis			32
Summary Compensation			44
Grants of Plan-Based Awards			45
Outstanding Equity Awards at Year-End			46
Option Exercises and Stock Vested			47
Severance and Change in Control Arrangements			47
Pay Ratio Disclosure			48
Pay Versus Performance			49
DELINQUENT SECTION 16(a) REPORTS			52
OTHER MATTERS			53
ANNEX A—AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN			A-1
ANNEX B—USE OF NON-GAAP FINANCIAL MEASURES			B-1

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ATRICURE, INC.

PROXY STATEMENT

FOR

2025 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 2025 Annual Meeting of Stockholders to be held on Monday, May 19, 2025, beginning at 11:00 a.m. EDT. The Annual Meeting will be held online at www.virtualshareholdermeeting.com/ATRC2025. This proxy statement contains important information regarding the 2025 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, 2024, filed with the U.S. Securities and Exchange Commission (SEC); and the term “meeting” means our 2025 Annual Meeting of Stockholders, including any continuations, postponements or adjournments thereof.

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 7, 2025, 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, 2024 online. If you received the Notice, you will not automatically receive a printed copy of proxy 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.

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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 2024 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 27, 2025 (the Record Date) are entitled to notice of and to vote at the meeting and at any continuations, postponements or adjournments thereof.

Who can attend the meeting?

Stockholders of records as of the Record Date may attend the meeting. 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 the Record Date, 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 in order to attend the meeting.

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 27, 2025. You may vote all shares owned by you as of March 27, 2025, 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.


Items to be voted on at meeting			Board Recommendation
Item 1: The election of nine 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 2025			FOR
Item 3: Amending the AtriCure, Inc. 2023 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 1,700,000			FOR
Item 4: An advisory vote on the compensation of our named executive officers as disclosed in this proxy statement			FOR
Item 5: An advisory vote on the frequency of future advisory votes on compensation of our named executive officers			FOR ONE YEAR

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.

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 27, 2025, 49,493,902 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, Equiniti Trust Company, LLC, 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

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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.

How can I vote my shares virtually at the meeting?

If you are a registered 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 or telephone 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. Beneficial owners may vote by following the instructions provided by the broker, trustee or nominee holding the shares.

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: (i) by granting a new proxy bearing a later date or granting a later proxy by telephone or the Internet (which automatically revokes your earlier proxy), (ii) by providing a written notice of revocation to our Secretary prior to your shares being voted or (iii) 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 such as this (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. 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”, “AGAINST” or "ABSTAIN" with respect to any or all of the director nominees. Abstentions and broker non-votes will have no effect on the election of directors.

•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 voting power of the shares represented virtually or by proxy and entitled to vote thereon 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”. Broker non-votes will have no effect on the approval of this item of business.

•Approval of Amendment to the AtriCure, Inc. 2023 Stock Incentive Plan. For the amendment of the AtriCure, Inc. 2023 Stock Incentive Plan, the affirmative “FOR” vote of a majority of the voting power of the shares represented virtually or by proxy and entitled to vote thereon 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”. Broker non-votes will have no effect on the approval of this item of business.

•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 voting power of the shares represented virtually or by proxy and entitled to vote thereon 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”. Broker non-votes will have no effect on the approval of this item of business.

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•Advisory Vote on Frequency of Advisory Vote on Compensation of Named Executive Officers. We will consider our stockholders to have expressed a non-binding preference for the frequency option for future advisory votes on executive compensation receiving the highest number of "FOR" votes. You may vote "FOR" "ONE YEAR", "TWO YEARS" or "THREE YEARS" for this item of business.

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" the approval of the compensation of our named executive officers, "FOR" the amendment of the AtriCure, Inc. 2023 Stock Incentive Plan, "FOR" "ONE YEAR" as the preferred frequency for future advisory votes on executive compensation 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 own shares that are held in street name for their clients who are the beneficial owners of the shares, brokers have the discretion to vote uninstructed 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 (amendment to the AtriCure, Inc. 2023 Stock Incentive Plan), Proposal 4 (advisory vote on compensation of named executive officers) and Proposal 5 (advisory vote on frequency of advisory vote on executive compensation) 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 5 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 5 are counted. Your broker, therefore, will need to return a proxy card without voting on Proposals 1, 3, 4 and 5 if you do not give voting instructions with respect to these matters. This is referred to as a “broker non-vote”.

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 and will have the effects described above.

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. Abstentions will have the same effect as a vote “AGAINST” for Proposals 2, 3, 4 and 5, but will have no effect on the election of directors.

What happens if additional matters are presented at the meeting?

Other than the five 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 Angela 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

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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.

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 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 have engaged Alliance Advisors LLC, a professional proxy solicitation firm, to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners for a fee of $14,000 plus expenses for these services. We also agreed to indemnify Alliance against liabilities and expenses arising in connection with the proxy solicitation unless caused by Alliance's intentional misconduct. We understand that approximately two or three employees of Alliance will provide these services.

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.

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 stockholder proposals to be submitted for consideration at the annual meeting to be held in 2026 (2026 Annual Meeting), the written notice that complies with the requirements of our Bylaws must be received by the Secretary of AtriCure at our principal executive offices no earlier than November 8, 2025 and no later than December 8, 2025. Any notices delivered outside of these dates shall be considered untimely. For stockholder proposals to be considered for inclusion in our proxy statement for the 2026 Annual Meeting, a proponent stockholder must provide notice as required by Regulation 14A of the Securities Exchange Act of 1934 and any other applicable rules established by the SEC. Proposals should be addressed to:

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 8, 2025 and no later than December 8, 2025. In order to comply with the universal proxy rules, stockholders who intend to solicit proxies for the 2026 Annual Meeting in support of director nominees other than AtriCure's nominees must also provide notice to AtriCure that sets forth the information required by Exchange Act Rule 14a-19 not later than December 8, 2025.

•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.

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PROPOSAL ONE—ELECTION OF DIRECTORS

The Board of Directors

Our Restated Certificate of Incorporation provides that each director shall be elected at each annual meeting of stockholders for a term of one year. Our 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 nine directors: Michael H. Carrel, Regina E. Groves, B. Kristine Johnson, Shlomo Nachman, Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, Robert S. White and Maggie Yuen, each of whose terms expire at this meeting.

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, Regina E. Groves, B. Kristine Johnson, Shlomo Nachman, Karen N. Prange, Deborah H. Telman, Sven A. Wehrwein, Robert S. White and Maggie Yuen. If elected, these nominees will hold office as directors until our 2026 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

2012

Regina E. Groves

2017

Yes

B. Kristine Johnson

2017

Yes

Shlomo Nachman

2024

Yes

SEC Form DEF 14A filed by AtriCure Inc.