Justin J. Noznesky
About Justin J. Noznesky
Justin J. Noznesky is Chief Marketing and Strategy Officer at AtriCure, Inc., having served in this role since March 2021; he previously served as SVP, Marketing and Business Development (2016–2021) and VP, Marketing and Business Development (2014–2016) . He is 47 years old and holds a B.A. from Bethel University; earlier roles include leadership at Vital Images (a Toshiba Medical Systems subsidiary), corporate finance at UnitedHealth Group, and audit at Arthur Andersen . Company performance context relevant to pay-for-performance: 2024 revenue was $465.3 million (+16.5% YoY), adjusted EBITDA was $31.1 million (+60% YoY), and the proxy indicates AtriCure’s five-year TSR outperformed the NASDAQ Health Care Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AtriCure, Inc. | VP, Marketing & Business Development | Jan 2014–Mar 2016 | Led corporate marketing and business development foundation pre-SVP promotion |
| AtriCure, Inc. | SVP, Marketing & Business Development | Mar 2016–Mar 2021 | Oversaw strategic planning, M&A, global marketing and reimbursement strategy |
| Vital Images (Toshiba Medical Systems subsidiary) | Multiple leadership roles incl. VP, Marketing & Business Development | 2004–2013 | Marketing leadership in medical imaging software; global strategic marketing and M&A |
| UnitedHealth Group | Corporate Finance | — | Corporate finance experience in payer environment |
| Arthur Andersen LLP | Senior Auditor | — | Audit training and financial controls foundation |
External Roles
- None disclosed for Justin J. Noznesky in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $406,464 | $420,700 | $437,528 (4% increase vs. 2023) |
| Target Annual Incentive (% of base) | — | — | 60% (Threshold 30%, Max 120%) |
| Actual Annual Incentive ($) | $228,015 | — | $266,192 |
Notes:
- 2024 annual salary increases for NEOs ranged from 3–4%; Noznesky received 4% .
- 2024 annual incentive plan achieved 101.4% of target overall .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout/Achievement |
|---|---|---|---|---|---|---|
| Worldwide Revenue Growth | 70% | 14.0% | 17.1% | 24.0% | 16.5% | 91.3% achievement; 63.9% contribution |
| Pillar & People Objectives (Innovation, Clinical Science, Education & Adoption, People) | 30% | 4 goals | 6 goals | 10 goals | 7 goals | 125.0% achievement; 37.5% contribution |
| Plan Result | — | — | — | — | — | 101.4% aggregate achievement |
Key design choice: gross margin metric removed in 2024 to increase emphasis on revenue growth, aligning incentives with investor-prioritized growth drivers and international expansion .
Long-Term Equity (2024 grants)
| Award Type | Grant Date | Target Grant Value ($) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Performance Share Awards (PSAs) | 3/1/2024 | $700,000 | $860,882 | 3-year cliff vest at end of performance period | 75% Revenue CAGR and 25% Relative TSR vs NASDAQ Health Care; TSR payout thresholds at 30th/55th/75th/90th percentiles for 50%/100%/200%/300% of target; TSR capped at target if negative |
| Restricted Stock Awards (RSAs) | 3/1/2024 | $700,000 | $699,986 | Time-based, 1/3 annually over 3 years | Stock price-linked value; no performance condition |
Valuation notes: 2024 RSA and PSA revenue-CAGR tranches were valued at $36.28 per share on grant date; TSR tranches valued via Monte Carlo at $69.64 due to correlation and expected outperformance vs index .
Historical Outstanding and Vesting Detail (as of 12/31/2024)
| Award Type | Award Date | Unvested Units (#) | Market Value at 12/31/2024 ($) |
|---|---|---|---|
| RSAs | 3/1/2022 | 2,275 | $69,524 (at $30.56 close) |
| PSAs | 3/1/2022 | 6,579 (96% attained) | $201,054 (at $30.56 close) |
| RSAs | 3/1/2023 | 10,736 | $328,092 (at $30.56 close) |
| PSAs | 3/1/2023 | 16,104 | $492,138 (at $30.56 close) |
| RSAs | 3/1/2024 | 19,294 | $589,625 (at $30.56 close) |
| PSAs | 3/1/2024 | 19,294 | $589,625 (at $30.56 close) |
Options: none granted 2022–2024; no options outstanding for NEOs at year-end 2024 .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial ownership (direct/indirect shares) | 86,964 shares; less than 1% of class |
| Options exercisable within 60 days | 0 |
| Stock ownership guideline | Specified Officers ≥ 1× annual base salary |
| Compliance status | All NEOs meet ownership guidelines |
| Hedging/pledging | Prohibited, including margin accounts and collateral pledges |
Vested vs. unvested breakdown: See Outstanding Equity Awards table above; RSAs vest in equal thirds over 3 years; PSAs vest at end of 3-year period based on revenue CAGR and relative TSR .
Insider selling pressure: Company prohibits hedging and pledging, which reduces forced-selling risk; equity compensation is predominantly RSAs/PSAs without options, limiting option-expiry-driven selling .
Employment Terms
| Term | Provision |
|---|---|
| Current role start | March 2021 (Chief Marketing & Strategy Officer) |
| Severance (non-CIC) | Executive Leadership Severance Policy: 1.5× base salary, paid over 18 months for eligible involuntary terminations not involving change in control |
| Change-in-control policy | Company maintains double-trigger CIC agreements |
| CIC agreement (Justin J. Noznesky) | If employment terminates during a CIC period (other than death, disability, cause or good reason per agreement language), severance equals 6 months of then-current base salary plus target bonus for the severance period |
| Equity treatment on CIC | All options/SARs vest and become fully exercisable; all full-value awards vest at target (performance deemed achieved at target) unless assumed/substituted by acquirer |
| Clawback | Company incentive compensation recoupment policy covering RSAs/PSAs/PSUs; awards subject to forfeiture/repayment under clawback and exchange/SEC rules |
| Repricing | Not permitted without shareholder approval; company has never repriced options |
| Potential payments table (Justin, as of 12/31/2024) | Payments under CIC/severance agreements: $475,415; aggregate value of unvested equity awards: $1,672,335 |
Say-on-pay context: 2024 say-on-pay approval was 84.6% of votes cast, indicating strong shareholder support for NEO compensation structure .
Compensation benchmarking: Korn Ferry engaged; peer group includes med-tech companies such as Penumbra, iRhythm, Shockwave Medical, Glaukos, STAAR Surgical, Insulet, Inspire Medical Systems, among others, selected on industry and revenue criteria (approx. 0.3×–3× ATRC revenue) .
Investment Implications
- Pay-for-performance alignment: 2024 AIP weighted 70% to revenue growth and 30% to strategic “pillar” objectives; PSAs emphasize multi-year revenue CAGR (75%) and relative TSR (25%), aligning compensation with growth and shareholder returns . With 2024 revenue growth at 16.5% and adjusted EBITDA up 60%, AIP paid near target, reinforcing alignment with topline expansion .
- Retention risk: Equity mix is balanced between PSAs and RSAs with three-year horizons and target vesting at end-of-period, supporting retention; double-trigger CIC protection and 1.5× salary severance policy (non-CIC) provide moderate security but are not overly generous, limiting adverse governance optics .
- Trading signals: No options and hedging/pledging prohibitions reduce mechanical selling pressures; PSAs tied to TSR may encourage longer-term performance over window-dressing, while RSA vesting can create periodic liquidity needs around vest dates (tax withholdings), though policy discourages hedging .
- Governance and shareholder stance: Strong say-on-pay support and explicit non-repricing stance are positive; clawback provisions and stock ownership guidelines (met by NEOs) further strengthen alignment and risk discipline .
Sources
- All information above is drawn from AtriCure, Inc. 2025 DEF 14A proxy statement published April 7, 2025: .