Douglas J. Seith
About Douglas J. Seith
Douglas J. Seith is Chief Operating Officer of AtriCure (ATRC), serving since January 2015; he previously led Sales and Marketing and U.S. Sales, and joined AtriCure in 2004 in regional sales leadership. He is 59 years old and holds a B.A. from Ohio Wesleyan University, with over 30 years’ commercial leadership experience across cardiothoracic and cardiology devices at A-Med/EmoblX (VP of Sales), Heartport, Scimed/Boston Scientific, and U.S. Surgical’s Automated Instruments division . AtriCure reported worldwide revenue growth of 16.5% in 2024 and 20.8% in 2023, and its five-year TSR exceeded the NASDAQ Health Care Index peer group used in pay-versus-performance analysis, aligning equity awards to revenue CAGR and relative TSR since 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AtriCure, Inc. | Chief Operating Officer | Jan 2015–present | Scaled global operations and commercial execution in Afib and surgical ablation |
| AtriCure, Inc. | SVP, Sales & Marketing | 2013–2014 | Drove marketing and sales integration ahead of product launches |
| AtriCure, Inc. | VP, U.S. Sales | 2011–2013 | Expanded domestic footprint and physician adoption |
| AtriCure, Inc. | Regional/Area Sales Leader | 2004–2011 | Built foundational commercial capability across regions |
| A-Med/EmoblX, Inc. | Vice President of Sales | n/a | Led sales strategy in cardiac devices |
| Heartport, Inc. | Sales leadership | n/a | Commercial roles in minimally invasive cardiac surgery |
| Scimed Life Systems (Boston Scientific) | Sales leadership | n/a | Commercial roles in cardiology portfolio |
| Automated Instruments (U.S. Surgical) | Sales leadership | n/a | Commercial roles in general surgery |
External Roles
- None disclosed (no current public company boards or external directorships) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 519,439 | 535,023 | 551,073 |
| Target Bonus % of Salary | — | 85% | 85% |
| Actual Annual Bonus Paid ($) | 450,332 | 645,723 | 477,287 |
| All Other Compensation ($) | 19,400 (incl. $7,200 car allowance) | 20,400 (incl. $7,200 car allowance) | 21,821 (incl. $7,200 car allowance) |
| Total Compensation ($) | 3,089,753 | 3,499,842 | 4,116,219 |
Performance Compensation
Annual Incentive Plan – 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement | AIP Contribution |
|---|---|---|---|---|---|---|---|
| Worldwide Revenue Growth | 70% | 14.0% | 17.1% | 24.0% | 16.5% | 91.3% | 63.9% |
| Pillar & People Objectives (Innovation, Clinical Science, Education & Adoption, People) | 30% | 4 goals | 6 goals | 10 goals | 7 goals | 125.0% | 37.5% |
Target bonus opportunity for Seith in 2024 was 85% of base salary ($470,697); threshold 42.5%, maximum 170% .
Long-Term Equity Awards (2024 grants for 2023 performance)
| Award Type | Grant Date | Target Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Performance Share Awards (PSAs) | 3/1/2024 | 37,899 | 1,691,062 | 3-year, based on revenue CAGR and relative TSR (Monte Carlo for TSR) |
| Restricted Stock Awards (RSAs) | 3/1/2024 | 37,899 | 1,374,976 | Time-based, vest 1/3 annually |
- No option awards were granted in 2024–2022; no unexercised stock options outstanding at 12/31/2024 .
- 2024 vesting realized: 17,607 RSAs ($638,782) and 19,205 PSAs ($696,757) vested; no option exercises .
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/27/2025) | Shares | Options Exercisable <60 Days | Percent of Class |
|---|---|---|---|
| Douglas J. Seith | 183,563 | — | <1% |
| Outstanding Equity at 12/31/2024 | Award Date | Unvested RSAs (Shares) | Market Value ($) | Unvested PSAs (Shares at target) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| Douglas J. Seith | 3/1/2022 | 4,191 | 128,077 | 12,120 | 370,387 |
| 3/1/2023 | 18,036 | 551,180 | 27,054 | 826,770 | |
| 3/1/2024 | 37,899 | 1,158,193 | 37,899 | 1,158,193 |
- Ownership guidelines: Specified officers (incl. Seith) must hold ≥1x annual base salary; all NEOs meet the requirement .
- Hedging/pledging prohibited; no pledges or hedging transactions by directors or executive officers .
- Clawback: Incentive Compensation Recoupment Policy applies to equity and cash incentives upon accounting restatement; awards under the stock plan are subject to forfeiture/repayment .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (non-CIC) | Executive Leadership Severance Policy: 1.5x base salary paid as continuation over 18 months for involuntary termination not involving a change in control; policy filed as Exhibit 10.20 to 2021 10-K . |
| Change-in-Control (CIC) | Company maintains double-trigger CIC agreements; for Seith, if employment terminates during a CIC period other than due to death, disability, cause, or good reason, severance equals 12 months base salary plus target bonus for the severance period . |
| Potential Payments (hypothetical at 12/31/2024) | Seith: $1,024,458 cash under employment/CIC agreement; $3,076,872 aggregate value of unvested equity awards; no vested equity value; no “Other” payments disclosed . |
| Indemnification | Company provides director/officer indemnification agreements, with advancement of expenses; form is filed with 2024 10-K as Exhibit 10.18 . |
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | 206,531,000* | 274,329,000* | 330,379,000* | 399,245,000* | 465,307,000* |
| EBITDA ($USD) | -35,042,000* | -36,854,000* | -30,959,000* | -16,282,000* | -21,280,000* |
Values retrieved from S&P Global.*
- Proxy-reported operating highlights: Worldwide revenue growth of 20.8% in 2023 and 16.5% in 2024, with increased adoption across key product lines and new product launches .
- Pay-versus-performance: Company’s five-year cumulative TSR exceeded the peer group (NASDAQ Health Care Index), consistent with equity award metrics emphasizing revenue CAGR and relative TSR since 2021 .
Compensation Committee Analysis, Benchmarking, and Shareholder Feedback
- Compensation Committee members: Karen N. Prange (Chair), B. Kristine Johnson, Deborah H. Telman; independent committee; engages investor feedback and follows best practices (no excise tax gross-ups, no option repricing, prohibits pledging/hedging) .
- Consultant: Korn Ferry engaged for 2024 compensation decisions and peer benchmarking (revenues ~0.3x–3x, growth/CAGR focus) .
- Peer group used in 2024 evaluation included Alphatec, Artivion, AxoGen, Glaukos, Inari Medical, Inspire Medical Systems, Insulet, iRhythm, LivaNova, Mesa Laboratories, Nevro, Penumbra, Shockwave Medical, STAAR Surgical, Tactile Systems, Tandem Diabetes Care .
- Say-on-pay approval: 84.6% support at May 2024 annual meeting .
Risk Indicators & Red Flags
- No pledging/hedging allowed and none in place; clawback policy active; no excise tax gross-ups; no option repricing permitted without shareholder approval .
- Equity mix for NEOs (other than CEO) is balanced: 50% PSAs and 50% RSAs at target; heavier revenue growth emphasis in 2024 AIP after removal of gross margin metric .
Investment Implications
- Pay-for-performance alignment is strong: 2024 AIP weighted 70% to revenue growth and 30% to strategic “Pillar & People” goals, with 101.4% overall achievement; LTI PSAs tie to multi-year revenue CAGR and relative TSR, supporting long-term value creation .
- Insider selling pressure appears limited near-term: no options outstanding; RSA tranches vest annually and PSAs vest at three years, implying measured release cadence; 2024 vesting volumes for Seith were modest relative to total ownership .
- Retention economics are moderate: non-CIC severance at 1.5x salary and CIC severance at 1x salary plus target bonus (double-trigger), with material unvested equity ($3.08M hypothetical at year-end) reinforcing alignment and retention .
- Governance quality: prohibitions on pledging/hedging, an active clawback, independent committee oversight, and regular investor engagement reduce headline governance risks; say-on-pay support at 84.6% indicates shareholder acceptance of the program .