Deborah H. Telman
About Deborah H. Telman
Deborah H. Telman, age 60, has served as an independent director of AtriCure since June 2021. She is Executive Vice President, Corporate Affairs and General Counsel at Gilead Sciences, Inc., and holds a B.A. in Mathematics from the University of Pennsylvania and a J.D. from Boston University School of Law . Her board tenure includes leadership as Chair of AtriCure’s Nominating and Corporate Governance Committee in 2025, with expertise spanning legal affairs, M&A, regulatory compliance, governance, and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Organon & Co. | Executive Vice President & General Counsel | 2021 (spin-off led) | Helped lead separation creating standalone company serving 140+ markets; governance, regulatory, legal oversight |
| Sorrento Therapeutics | General Counsel | 2018–2020 | Led M&A, licensing, governance, finance, HR, regulatory compliance |
| Johnson Controls International plc | Vice President & General Counsel – Building Solutions, North America | 4 years (dates not specified) | Legal and compliance leadership in building solutions |
| Abbott Laboratories | Executive roles | Not disclosed | Legal, regulatory, corporate roles |
| The Boeing Company | Executive roles | Not disclosed | Legal/corporate roles |
| Winston & Strawn LLP | Partner | Not disclosed | Corporate/M&A legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gilead Sciences, Inc. | EVP, Corporate Affairs & General Counsel; Corporate Secretary | Current | Leads legal and corporate affairs, government affairs/policy, public affairs |
| Chicago Humanities Festival | Director | Current | Non-profit board service |
Board Governance
- Independence: Board determined Telman is independent under NASDAQ standards .
- Committee assignments (2025): Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024 and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
| Committee (2024) | Meetings | Current Members | Telman Role |
|---|---|---|---|
| Compensation | 9 | B.K. Johnson; K.N. Prange (Chair); D.H. Telman | Member |
| Nominating & Corporate Governance | 4 | K.N. Prange; D.H. Telman (Chair); R.S. White | Chair (as of proxy’s current composition), 4 meetings in 2024 |
| Audit | 6 | R.E. Groves; S.A. Wehrwein (Chair); M. Yuen | Not a member |
| Compliance, Quality & Risk | 4 | R.E. Groves (Chair); S. Nachman; S.A. Wehrwein | Not a member |
| Strategy | 2 | R.E. Groves; B.K. Johnson (Chair); S. Nachman; R.S. White | Not a member |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director cash retainer |
| Committee chair/member retainers | Audit: Chair $20,000; Member $10,000. Compensation: Chair $15,000; Member $7,500. Compliance, Quality & Risk: Chair $15,000; Member $7,500. Nominating & Corporate Governance: Chair $10,000; Member $5,000. Strategy: Chair $10,000; Member $7,500 | Per committee role; chair retainers include membership |
| Annual stock retainer (RSUs) | $175,000 | Granted at annual meeting; shares = $175,000 / closing price on grant date |
| 2024 compensation (Telman) | Cash: $65,673; Stock awards: $174,996; Total: $240,669 | ASC 718 grant-date fair value; no stock options granted in 2024 |
Performance Compensation
- Director equity structure is time-based rather than performance-based. Annual RSU grant vests in full on the earlier of the one-year anniversary or the next annual meeting at least 50 weeks after the prior year’s meeting; new appointees receive ~$175,000 in restricted stock vesting annually over three years in lieu of the annual stock retainer . No stock options were granted to directors in 2024 . Equity awards are subject to clawback/forfeiture provisions under the Amended and Restated 2023 Stock Incentive Plan and the Company’s Clawback Policy .
| Equity Grant Mechanics & Metrics | Detail |
|---|---|
| Annual Stock Retainer (type/value) | RSUs, $175,000; shares determined by dividing retainer by closing price on annual meeting date |
| Vesting schedule (annual grant) | Vests in full on earlier of one-year anniversary or next annual meeting ≥50 weeks after prior meeting |
| New director appointment grant | ~$175,000 restricted stock; vests annually over three years |
| Options to directors (2024) | None granted |
| Clawback provisions | Awards subject to clawback or repayment; forfeiture on violations; compliant with exchange/SEC rules |
| Hedging/pledging | Prohibited; no pledges or hedging in place for directors/officers |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company directorships | None disclosed for Telman |
| Compensation Committee interlocks | None; no relationships requiring Item 404 disclosure; no insider participation |
| Related-party transactions | Audit Committee reviews/approves; no related-party transactions disclosed involving directors |
Expertise & Qualifications
- Legal affairs; mergers, acquisitions and divestitures; regulatory compliance; environmental, health and safety; human capital management; governance within healthcare companies .
- Board skills include corporate governance, risk management, and cybersecurity oversight as part of overall board competency matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable Within 60 Days | Percent of Class |
|---|---|---|---|
| Deborah H. Telman | 16,783 | — | <1% |
| Ownership guidelines (directors) | ≥3x annual cash retainer within 3 years of appointment | — | Policy level (compliance status for each director not disclosed) |
| Hedging/Pledging | Prohibited by policy; none in place for directors/officers | — | Alignment safeguard |
Governance Assessment
- Positives: Independent status; active committee leadership (Chair, Nominating & Corporate Governance); strong attendance and engagement (≥75% and annual meeting attendance) support board effectiveness and investor confidence . Director pay is balanced between modest cash retainers and time-based equity aligned with stockholder outcomes; clawback policy and hedging/pledging prohibitions strengthen alignment and risk control .
- Potential watch items: No explicit disclosure of individual compliance with director stock ownership guidelines (policy requires ≥3x cash retainer), though aggregate ownership reported; Telman is not designated as an audit committee financial expert and is not on the Audit Committee, which concentrates financial literacy elsewhere .
- Conflicts/related parties: No related-party transactions disclosed; Compensation Committee reported no interlocks or insider participation; independence affirmed by NASDAQ standards and regular executive sessions .