B. Kristine Johnson
About B. Kristine Johnson
Independent director at AtriCure (ATRC) since March 2017; age 73. Former President and Managing General Partner of Affinity Capital Management (2000–2024), and previously Chief Administrative Officer at Medtronic with earlier leadership of its Vascular and Tachyarrhythmia Management businesses. Current public company directorships include ClearPoint Neuro and Paragon28; prior public boards include ViewRay, Spectranetics, ADC Telecommunications, Pentair, and she served as Lead Director at Piper Jaffray (Piper Sandler). Recognitions include NACD Directorship 100 (2018) and Board Prospects “100 Women Leaders in the Boardroom” (2025); B.A., St. Olaf College. AtriCure classifies her as independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affinity Capital Management | President & Managing General Partner | 2000–2024 | Venture investing in seed/early-stage healthcare; medtech focus |
| Medtronic, Inc. | Chief Administrative Officer | Prior to 2000; total 17 years at Medtronic | Senior corporate leadership |
| Medtronic, Inc. | President & GM, Vascular business | Part of 17-year Medtronic tenure | Led vascular franchise operations |
| Medtronic, Inc. | President & GM, Tachyarrhythmia Management business | Part of 17-year Medtronic tenure | Led arrhythmia device business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ClearPoint Neuro (public) | Director | Current | Med-tech governance experience |
| Paragon28 (public) | Director | Current | Med-tech governance experience |
| University of Minnesota Foundation Investment Advisors | Director; Chair of the Board | Prior service | Oversight of endowment investments |
| Piper Jaffray (Piper Sandler) (public) | Lead Director | Prior service | Lead independent oversight |
| ViewRay (public) | Director | Prior service | Public company board experience |
| Spectranetics (public) | Director | Prior service | Public company board experience |
| ADC Telecommunications (public) | Director | Prior service | Public company board experience |
| Pentair (public) | Director | Prior service | Public company board experience |
Board Governance
| Item | Detail |
|---|---|
| Board service at ATRC | Director since March 2017; independent under NASDAQ |
| Committee assignments (2025 slate) | Compensation Committee (member); Strategy Committee (Chair) |
| Committee activity (2024) | Compensation: 9 meetings; Strategy: 2 meetings |
| Attendance & engagement (2024) | All directors attended at least 75% of Board/committee meetings; all attended 2024 Annual Meeting |
| Executive sessions | Non-management directors meet in regularly scheduled executive sessions |
| Risk oversight touchpoints | Strategy Committee assists oversight of M&A/JVs/divestitures; Compensation Committee oversees comp-related risk |
- Responsibilities as Strategy Chair include oversight of potential M&A, divestitures, JVs and other key strategic transactions outside the ordinary course (ex. change-of-control transactions) .
- The Board affirms committee independence compliance with NASDAQ; Audit Committee financial experts designated separately (not Johnson) .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard for non-employee directors |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Compliance/Quality/Risk $15,000; Nominating/Gov $10,000; Strategy $10,000 | Membership retainers: Audit $10,000; Compensation $7,500; Compliance/Quality/Risk $7,500; Nominating/Gov $5,000; Strategy $7,500 |
| Chair of the Board retainer | Additional $50,000 (if applicable) | Not applicable to Johnson |
| Johnson – 2024 cash earned | $84,855 | Reflects base retainer plus committee retainers; no meeting fees disclosed |
Performance Compensation
| Element | Grant value/timing | Vesting/conditions | 2024 Johnson Amount |
|---|---|---|---|
| Annual Stock Retainer (restricted stock) | $175,000, granted on annual meeting date | Vests in full on earlier of one-year anniversary or next annual meeting ≥50 weeks after prior meeting | $174,996 grant-date fair value |
| Initial appointment equity (if applicable) | ~$175,000 restricted stock upon appointment | Vests annually over 3 years (in lieu of annual stock retainer in first year) | N/A in 2024 |
| Stock options | None granted to directors in 2024 | Repricing prohibited without shareholder approval under plan amendments | None |
| Clawback/recoupment | Awards subject to company recoupment policy and exchange rules | Applies to director awards | Policy in effect |
| Change-in-control and vesting | Committee may provide for acceleration upon change in control; minimum 1-year vesting with limited exceptions | Director equity subject to plan terms | Plan governs |
| Performance metrics for director equity | Not applicable (time-based restricted stock; no PSU metrics for directors) | — | — |
- Director compensation mix (2024): cash $84,855 and equity $174,996; equity ~67% of total (calculated from disclosed amounts) .
- Non-Employee Director Group received 62,304 restricted shares under the plan in the last twelve months; plan imposes a $1,000,000 annual cap on combined director cash plus equity, with limited exceptions (e.g., non-executive chair, special projects) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | ClearPoint Neuro; Paragon28 |
| Prior public boards | ViewRay; Spectranetics; ADC Telecommunications; Pentair; Piper Jaffray/Piper Sandler (Lead Director) |
| Non-profit/academic | University of Minnesota Foundation Investment Advisors – Chair of the Board |
| Interlocks/conflicts | No related-party transactions or interlocks involving Johnson disclosed by AtriCure; Audit Committee reviews any related party transactions |
Expertise & Qualifications
- Medical device operating leadership (Medtronic business unit president roles; industry domain expertise) .
- Venture capital and growth company investing (Affinity Capital Management President & Managing GP) .
- Public company governance, M&A and compensation oversight experience across multiple boards; named NACD Directorship 100 (2018); Board Prospects recognition (2025) .
- Strategic transactions oversight as AtriCure Strategy Committee Chair .
Equity Ownership
| As of Record Date (Mar 27, 2025) | Amount |
|---|---|
| Beneficial ownership (shares) | 44,409 |
| Options exercisable within 60 days | — (none disclosed) |
| Percent of class | <1% |
| Ownership guidelines | Non-employee directors must hold >3x annual cash retainer (within 3 years of adoption/appointment) |
| Hedging/pledging | Company policy prohibits hedging and pledging/margin of AtriCure securities by directors |
Governance Assessment
- Board effectiveness: Independent status, meaningful sector expertise, and leadership of Strategy Committee support effective oversight of capital allocation, M&A and long-term strategy .
- Compensation governance: Serves on Compensation Committee (fully independent; uses independent compensation consultant; clawback policy in place); no option grants or repricings; plan prohibits repricing without shareholder approval .
- Alignment and incentives: Majority of Johnson’s 2024 director pay delivered in time-vested equity; director ownership guidelines (>3x cash retainer) and anti-hedging/pledging policy enhance alignment .
- Shareholder sentiment: 84.6% support on 2024 Say-on-Pay suggests broad investor acceptance of compensation governance framework overseen in part by her committee .
- Related-party exposure: No Johnson-specific related party transactions disclosed; Audit Committee chartered to review any such items .
RED FLAGS
- None disclosed specific to Johnson: no hedging/pledging, no related-party transactions, attendance thresholds met across the board, and equity awards subject to clawback and minimum vesting. Continue to monitor for any cross-board interlocks or changes in director equity caps and plan amendments.