Regina E. Groves
About Regina E. Groves
Regina E. Groves, age 66, has served as an independent director of AtriCure since March 2017. She holds a B.S. in Pharmacy from the University of Florida and an MBA from Harvard Business School, is designated an audit committee financial expert, and has a CERT Certificate in Cybersecurity Oversight. Her board tenure is 8 years as of the March 27, 2025 record date, with expertise spanning medical devices, enterprise risk, finance, Afib, quality/regulatory, operations, and marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic, Inc. (CRDM and AF Solutions) | VP & GM AF Solutions; VP Quality & Regulatory; VP & GM Patient Management CRDM | 2002–2015 | Led re-entry to catheter-based Afib ablation market; M&A integration; clinical trials; global launches |
| REVA Medical, Inc. | Chief Executive Officer | 2015–2019 | Turnaround, strategy, regulatory navigation in bioresorbable vascular tech |
| Stimwave, LLC | Director; Chief Financial Officer; Chief Operating Officer | Director 2019–2022; CFO/COO 2019–2020 | Finance/operations leadership; risk management |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Fulgent Genetics, Inc. | Director | Current | Public company director seat |
| Various private life science companies | Director | Current | Several privately-held boards (three noted in 2024 proxy) |
Board Governance
- Independence: Board affirmatively determined Groves is independent under NASDAQ rules .
- Current committee assignments and roles:
- Audit Committee – Member; designated audit committee financial expert .
- Compliance, Quality & Risk Committee – Chair .
- Strategy Committee – Member .
- Attendance and engagement: All directors attended the 2024 Annual Meeting and at least 75% of aggregate Board and committee meetings in 2024; relevant committee meetings in 2024—Audit (6), Compliance, Quality & Risk (4), Strategy (2) .
- Board leadership: Separate Chair and CEO; Robert S. White serves as Board Chair in 2025 .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 82,500 | 174,996 | 257,496 |
| 2023 | 82,500 | 149,965 | 232,465 |
Director fee schedule (current program):
- Annual cash retainer: $50,000; no additional chair retainer applies to Groves unless serving as Board Chair (not applicable) .
- Committee retainers (chair/member): Audit ($20,000/$10,000), Compensation ($15,000/$7,500), Compliance, Quality & Risk ($15,000/$7,500), Nominating ($10,000/$5,000), Strategy ($10,000/$7,500). Groves’ 2024 roles imply Audit membership, Compliance chair, Strategy membership .
- Annual stock retainer: $175,000 in restricted stock, granted at the annual meeting; shares determined by closing price on meeting date .
Performance Compensation
| Equity Award Type | Annual Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|
| Annual stock retainer (RS) | 175,000 | Vests in full on earlier of 1-year anniversary or next annual meeting ≥50 weeks after prior meeting | None (time-based; no performance conditions) |
| Initial appointment grant (RS) | ~175,000 | Vests annually over 3 years (in lieu of annual stock retainer) | None (time-based) |
No options or performance share awards disclosed for directors in 2024; no option grants made to directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Fulgent Genetics, Inc. | Director | None disclosed with AtriCure suppliers/customers/competitors . |
| Private life science companies | Director | Not specified; no related-party transactions disclosed involving Groves . |
Compensation Committee Interlocks: None—no member of the Compensation Committee (Groves is not a member) had relationships requiring Item 404 disclosure; no reciprocal board/comp committee interlocks with AtriCure executives .
Expertise & Qualifications
- Audit committee financial expert; CERT cybersecurity oversight credential .
- Deep medical device operating experience (Medtronic Afib market leadership; quality/regulatory; clinical trials) .
- Enterprise risk assessment, strategy, finance, sales, manufacturing operations, and marketing skill set .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | Options Exercisable within 60 Days | Percent of Class |
|---|---|---|---|
| March 27, 2025 | 30,766 | — | <1% |
| March 18, 2024 | 22,978 | — | <1% |
Ownership alignment policies:
- Non-employee directors must hold ≥3x annual cash retainer within 3 years; pledging and hedging of company stock prohibited .
Governance Assessment
- Board effectiveness: Groves strengthens financial oversight as an audit committee financial expert and leads compliance/quality/cyber risk oversight as CQR chair—key for a regulated medtech company; engagement is evidenced by meeting attendance and multi-committee service .
- Independence and alignment: Independent status affirmed; director equity is time-based RS with standardized vesting; stock ownership guidelines and hedging/pledging prohibitions reinforce alignment .
- Compensation structure: Balanced cash retainer plus equity; year-over-year increase in stock retainer to $175,000 indicates modest shift to equity versus 2023 ($150,000 program), consistent with market benchmarking; no options or performance awards to directors reduce risk of misaligned incentives .
- Conflicts/related parties: No related-party transactions disclosed; no compensation committee interlocks; external public board (Fulgent Genetics) presents no disclosed interlock risk with AtriCure’s ecosystem .
RED FLAGS
- None disclosed: No hedging/pledging; no related-party transactions; attendance ≥75% for all directors in 2024; no director option repricing .
Say-on-Pay signals: Advisory approvals of 84.6% in 2024 and 83.6% in 2023 support the company’s compensation governance approach (executive program), indirectly bolstering investor confidence in board oversight .