Karen N. Prange
About Karen N. Prange
Independent director since December 2019; age 61. Industrial Advisor at EQT Group with 30+ years across medical devices and healthcare operations, including senior leadership at Henry Schein, Boston Scientific, and Johnson & Johnson. Education: B.S. in Business Administration (University of Florida); executive education at UCLA Anderson and Smith College. Current ATRC committee roles include Compensation Committee Chair and member of Nominating & Corporate Governance; board independence affirmed under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Henry Schein, Inc. | EVP and CEO, Global Animal Health, Medical and Dental Surgical Group; Executive Committee member | 2016–2018 | Led $6B revenue business; above-market growth across units |
| Boston Scientific | SVP; President, Urology & Pelvic Health | Not disclosed | Led innovation and commercial execution in urology/pelvic health |
| Johnson & Johnson | General Manager, Micrus Endovascular and Codman Neurovascular | Not disclosed | Neurovascular portfolio leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| EQT Group | Industrial Advisor | Current | Global investment organization advisor |
| Embecta Corp. | Director | Current | Public medical device/technology company |
| WS Audiology | Director | Current | Privately owned hearing aid manufacturer |
| Nevro Corp. | Director | Prior | Company subsequently acquired by Globus Medical, Inc. |
| ViewRay, Inc. | Director | Prior | Prior public company board service |
| Cantel Medical Corp. | Director | Prior | Acquired by Steris Corp. |
Board Governance
- Independence and attendance: Board confirmed independent status (all non-management directors independent); all directors attended the 2024 annual meeting and at least 75% of aggregate Board/committee meetings in 2024. Non-management directors meet in regularly scheduled executive sessions.
- Board leadership: Separate Chair and CEO; Chair is Robert S. White (independent). Structure intended to enhance oversight and accountability.
- Committees and 2024 meetings:
- Compensation (9 meetings) – Members: B. Kristine Johnson; Karen N. Prange (Chair); Deborah H. Telman. Scope includes CEO pay approval, NEO compensation, equity programs, and director compensation recommendations.
- Nominating & Corporate Governance (4 meetings) – Members: Karen N. Prange; Deborah H. Telman (Chair); Robert S. White. Scope covers board composition, governance, ESG oversight, and CEO succession planning.
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation | Chair | 9 | CEO/NEO pay, incentive and equity design, director pay; CD&A oversight |
| Nominating & Corporate Governance | Member | 4 | Board refreshment, governance policies, ESG, CEO succession |
- Compensation Committee interlocks: None; no related-party relationships requiring Item 404 disclosure for committee members.
- Board evaluations: Annual self-assessments used for refreshment and effectiveness.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director cash retainer |
| Compensation Committee chair retainer | $15,000 | Includes membership retainer |
| Nominating & Corporate Governance membership retainer | $5,000 | Member (not chair) |
| 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 |
| Board Chair additional cash retainer | $50,000 | Not applicable to Prange (not Chair) |
2024 Director Compensation paid to Prange:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $70,000 | $174,996 | $244,996 |
Initial appointment equity: Approximately $175,000 restricted stock, vesting annually over three years (in lieu of annual stock retainer).
Performance Compensation
- Director equity awards are time-based restricted stock; no performance conditions or options were granted to directors in 2024.
- As Compensation Committee Chair, Prange oversees performance-linked executive pay designs and metrics:
- Annual Incentive Plan (AIP) metrics for 2024:
Objective Max Target Threshold Actual Weight Achievement AIP Contribution Worldwide Revenue Growth 24.0% 17.1% 14.0% 16.5% 70.0% 91.3% 63.9% Pillar & People Objectives (10 goals) 10 6 4 7 30.0% 125.0% 37.5% - Result: 101.4% AIP achievement. Notable design change: gross margin metric removed in 2024, increasing emphasis on revenue growth.
- Long-term PSAs (granted 2024) measured on 3-year Revenue CAGR (75%) and relative TSR vs. NASDAQ Health Care constituents (25%); TSR payout schedule: 30th/55th/75th/90th percentiles for 50%/100%/200%/300% payout; capped at target if ATRC TSR is negative.
- Annual Incentive Plan (AIP) metrics for 2024:
Other Directorships & Interlocks
| Company | Relationship to ATRC | Potential Conflict Indicator |
|---|---|---|
| Embecta Corp. (Director) | No ATRC transactions disclosed | None requiring Item 404 disclosure |
| WS Audiology (Director) | No ATRC transactions disclosed | None requiring Item 404 disclosure |
| EQT Group (Industrial Advisor) | No ATRC transactions disclosed | None requiring Item 404 disclosure |
| Nevro; ViewRay; Cantel (Prior boards) | Historical roles; acquisitions noted | No related-party exposure disclosed |
Insider trading, pledging, and hedging: Company policy prohibits hedging/monetization and pledging/margin accounts for directors/officers; compliance governed by insider trading policy.
Expertise & Qualifications
- Commercial and operational leadership across global medtech portfolios; acquisition integration; innovation pipeline management; ESG and regulatory compliance oversight.
- Governance expertise: executive compensation, risk management, strategic transactions.
- Relevant board skills echoed in ATRC’s board skills matrix (M&A, strategy, corporate governance, risk management).
Equity Ownership
| Holder | Beneficial Shares | Options Exercisable within 60 days | % of Class | Pledging/Hedging |
|---|---|---|---|---|
| Karen N. Prange | 17,828 | — | <1% | Prohibited by policy |
Ownership guidelines:
- Non-employee directors: ≥3x annual cash retainer within 3 years of adoption/appointment; individual compliance status not disclosed.
Compensation Committee Analytics and Shareholder Signals
- Peer group used for benchmarking (Korn Ferry advisor; independent): Alphatec, Artivion, AxoGen, Glaukos, Inari, Inspire Medical, Insulet, iRhythm, LivaNova, Mesa Labs, Penumbra, Shockwave, STAAR Surgical, Tactile Systems, Tandem Diabetes.
- Say-on-Pay support: 84.6% of votes cast in favor at May 2024 meeting; ongoing investor engagement.
- Clawback/recoupment: Equity awards subject to recovery under Company policy and exchange/SEC rules.
Governance Assessment
- Strengths: Independent status; clear committee leadership (Compensation Chair); strong meeting cadence and attendance; robust governance processes (executive sessions, annual evaluations); prohibition on hedging/pledging; transparent director pay and vesting; active oversight of performance-based executive pay aligned to growth and TSR; positive Say-on-Pay support.
- Watch items:
- 2024 AIP design removed gross margin metric, concentrating incentives on revenue growth; monitor for balance with profitability/quality metrics in