Michael H. Carrel
About Michael H. Carrel
Michael H. Carrel is President, Chief Executive Officer, and Director of AtriCure since November 2012. He holds a B.S. in Accounting from Pennsylvania State University and an M.B.A. from The Wharton School, University of Pennsylvania . Under his leadership, AtriCure’s revenue grew from $82 million in 2013 to $465 million in 2024, and market capitalization increased from $115 million to approximately $1.5 billion as of December 31, 2024 . Recent pay-versus-performance disclosure shows total shareholder return (TSR) values (initial $100) of $94.00 (2024), $109.78 (2023), $136.51 (2022), and $213.87 (2021), with worldwide revenue growth of 16.5% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vital Images, Inc. (public; acquired by Toshiba Medical Systems) | President & CEO | Not disclosed | Led a publicly traded medical imaging software firm to successful acquisition by Toshiba Medical Systems |
| Zamba Corporation (public technology) | President & CEO | Not disclosed | Leadership roles in technology with public company experience |
| NextNet Wireless, Inc. | Chief Financial Officer | Not disclosed | CFO through successful acquisition exit |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Big Brothers Big Sisters of America | Board Chair; Director | Since 2021 | Non-profit leadership |
| Medical Device Manufacturers Association (MDMA) | Director | Since 2017 | Industry advocacy board service |
| Axonics, Inc. (public; acquired by Boston Scientific in 2024) | Board Chair | 2019–2024 | Public med-tech board leadership; company acquired in 2024 |
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $804,310 | $828,439 | 3% increase YoY |
| Target Bonus (% of Salary) | Not explicitly disclosed | 105% | Threshold 52.5%; Max 210% |
| Target Bonus ($) | Not disclosed | $869,861 | Based on 105% of salary |
| Actual Annual Incentive Paid ($) | $1,193,314 (2023) | $882,039 (2024) | Paid in cash |
Multi-year summary compensation (CEO):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $795,478 | $804,310 | $824,417 |
| Stock Awards | $6,722,916 | $6,738,465 | $9,350,144 |
| Option Awards | — | — | — |
| Non-Equity Incentive Plan Comp | $816,374 | $1,193,314 | $882,039 |
| All Other Compensation | $12,200 | $13,200 | $13,800 |
| Total | $8,346,968 | $8,749,289 | $11,070,400 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 outcome:
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement | AIP Contribution |
|---|---|---|---|---|---|---|---|
| Worldwide Revenue Growth | 70.0% | 14.0% | 17.1% | 24.0% | 16.5% | 91.3% | 63.9% |
| Pillar & People Objectives (Innovation, Clinical Science, Education & Adoption, People) | 30.0% | 4 goals | 6 goals | 10 goals | 7 goals | 125.0% | 37.5% |
Long-term equity granted in 2024 (for 2023 performance unless noted):
| Award Type | Grant Date | Quantity/Target | Grant-Date Fair Value ($) | Performance Metric(s) | Vesting |
|---|---|---|---|---|---|
| Performance Share Awards (PSAs) | 3/1/2024 | 118,660 target shares | $5,294,609 | Revenue CAGR and Relative TSR (market condition) | Cliff on 3-year performance period |
| Performance Share Units (PSUs) – special CEO award | 3/1/2024 | Max 165,380 units | $2,210,552 | Five share-price targets ($50, $62.50, $75, $87.50, $100) with SMA test | 3 measurement periods over 4 years; tranche-based |
| Restricted Stock Awards (RSAs) | 3/1/2024 | 50,854 shares | $1,844,983 | Time-based | 1/3 per year over 3 years |
PSU tranche fair values per share at grant:
| Tranche | Price Target | Fair Value/Share ($) |
|---|---|---|
| 3/1/2026 | $50.00 | $17.09 |
| 3/1/2027 | $62.50 | $15.70 |
| 3/1/2027 | $75.00 | $12.40 |
| 3/1/2028 | $87.50 | $13.04 |
| 3/1/2028 | $100.00 | $11.11 |
Notes:
- AIP weighting emphasizes revenue (70%); functional “Pillar & People” goals cover regulatory clearances, clinical enrollment (e.g., LeAAPS enrollment up ~200% YoY), adoption, and talent .
- 2024 overall AIP achievement was 101.4% based on the design .
- CEO’s 2024 equity mix was highly performance-levered: 85% PSAs/PSUs (at target) and 15% RSAs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 718,115 shares (1.4% of class) |
| Options Outstanding | None held by NEOs as of 12/31/2024 |
| Unvested RSAs (CEO, 12/31/2024) | 7,544 (3/1/2022), 30,662 (3/1/2023), 50,854 (3/1/2024); market values $230,545, $937,031, $1,554,098 (at $30.56) |
| Unvested PSAs (CEO, 12/31/2024) | 50,907 (3/1/2022; at 96% attainment), 107,317 (3/1/2023), 118,660 (3/1/2024); market values $1,555,718, $3,279,608, $3,626,250 |
| Unvested PSUs (CEO, 12/31/2024) | Max 165,380 units; market value presented as $0 due to price condition not met in 2024 |
| 2024 Vesting/Realization | Stock awards vested: 29,661 ($1,076,101); PSAs vested: 69,142 ($2,508,472); options exercised: none |
| Ownership Guidelines | CEO ≥ 6x base salary; all NEOs meet guidelines |
| Hedging/Pledging | Prohibited; no pledges or hedging by directors/officers |
Vesting schedules:
- RSAs: one-third annually over 3 years from grant .
- PSAs: vest on the three-year anniversary subject to performance .
- PSUs: five tranches across three measurement periods over four years; vest contingent on meeting share-price SMA targets ($50–$100) .
Insider selling pressure indicators:
- Significant 2024 vesting values were realized ($3.58 million combined) which can create tax-withholding-related selling but no option exercises and pledging/hedging are prohibited .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | In place; governs severance and equity treatment |
| Severance (no CIC) | If terminated without cause or resigned for good reason, 12 months base salary + pro-rata portion of target bonus through termination date |
| Change-in-Control (CIC) | If terminated during a CIC period: up to 24 months base salary + target bonus for the severance period; equity acceleration of unvested time-based awards upon qualifying termination (Committee may accelerate per plan) |
| Double Trigger Policy | Company maintains double-trigger CIC agreements (termination required for severance) |
| Potential Payments (as of 12/31/2024 event) | Payments under employment/CIC agreement: $3,396,600; aggregate value of unvested equity: $9,408,140; other: $42,813 |
| Clawback | Equity awards subject to clawback policy |
| Tax Gross-ups | No excise tax gross-ups in new agreements |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since 2012; not independent |
| Board Leadership | Board Chair is Robert S. White (independent non-executive) |
| Committee Memberships | Carrel serves on no committees (management director) |
| Committee Independence | All committees meet NASDAQ independence requirements |
| Meeting Attendance | All directors attended ≥75% of meetings in 2024; all attended 2024 Annual Meeting |
| Director Compensation | Non-employee director retainers: $50,000 cash; $175,000 annual stock; committee chair/member retainers as disclosed. CEO does not receive director fees |
Dual-role implications:
- Carrel serves as CEO and Director but is not Board Chair; an independent Chair and fully independent Compensation Committee mitigate CEO/Director dual-role concerns and maintain pay oversight .
Performance & Track Record
- Strategic execution: Focus on innovation, clinical science, and education; multiple acquisitions expanded ablation and appendage management technologies; over 200,000 patients treated in 2024 and more than one million to date .
- Financial/market outcomes under tenure: Revenue grew from $82 million (2013) to $465 million (2024); market cap rose from $115 million to ~ $1.5 billion as of 12/31/2024 .
- Pay-versus-performance context: 2024 TSR index $94 vs peer group $84.53; revenue growth 16.5% (2024); net loss $(44.7) million (2024) – note revenue growth is emphasized over net income in incentive design .
Compensation Structure Analysis
- Heavy at-risk mix: 92% of CEO’s 2024 SCT compensation is variable/at-risk; equity is the dominant component .
- Shift toward performance-vested equity: No option grants in 2022–2024; equity delivered via PSAs/PSUs and RSAs. In 2024, the CEO received a special PSU award with demanding multi-year price hurdles ($50–$100) and lower grant-date fair value relative to target value due to low probability of achievement—aligning upside with long-term price appreciation .
- Metric focus: Revenue growth is the primary metric for both AIP (annual) and PSAs (3-year CAGR), with relative TSR added since 2021 to address market alignment; in 2024, the AIP eliminated gross margin, increasing revenue weighting to 70% .
- Governance safeguards: Double-trigger CIC, clawback, independent Compensation Committee, prohibition on repricing options, and ban on hedging/pledging .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support |
|---|---|
| 2024 Annual Meeting | 84.6% approval |
Company indicates regular investor engagement and independent consultant support for benchmarking .
Equity Plan Capacity (context for dilution/overhang)
| Item | As of |
|---|---|
| Securities to be issued upon exercise/outstanding rights: 2,582,656; remaining available: 2,479,998 (12/31/2024) | |
| Awards outstanding (3/31/2025): 250,762 options (WAE $35.82; 3.2 years life), 2,756,983 unvested full-value awards; shares available: 1,486,207; basic shares outstanding: 49,493,902 | |
| Amendment to 2023 Plan | Board seeks +1,700,000 shares; after prior amendments, aggregate potential issuance 5,786,674 (subject to approval) |
Investment Implications
- Alignment: CEO’s pay is predominantly performance-based with explicit revenue CAGR and TSR linkages; 2024 PSUs require substantial multi-year share price appreciation ($50–$100), a strong positive for alignment and potential momentum if milestones are approached .
- Near-term selling pressure: 2024 saw sizable vesting values for the CEO ($3.58 million realized on vesting), which can drive withholding-related share sales, though hedging/pledging is prohibited and no options were exercised .
- Retention and M&A incentives: CIC economics (up to 24 months salary + target bonus plus significant unvested equity value) create robust retention but also meaningful payouts in a sale; double-trigger reduces windfall risk and maintains governance discipline .
- Metric concentration risk: Greater reliance on revenue growth (and removal of gross margin in 2024 AIP) heightens focus on topline expansion; investors should monitor margin trajectory and whether long-term performance awards adequately balance growth vs. profitability trade-offs .
- Governance quality: Independent Chair, fully independent committees, strong ownership/anti-hedging policies, and solid say-on-pay support (84.6%) underpin governance credibility and reduce compensation-related controversy risk .