Salvatore Privitera
About Salvatore Privitera
Salvatore Privitera, J.D., age 58, is AtriCure’s Chief Technical Officer, a role he has held since January 2017, with prior AtriCure tenure as Vice President of Engineering and Product Development for nine years . He holds a B.S. from University of Buffalo, an M.B.A. from Xavier University, and a J.D. from Northern Kentucky University; he is a named inventor on over sixty U.S. patents, with extensive R&D and operations experience at Ethicon Endo-Surgery and Bard Medical (C.R. Bard) . Company performance context during his tenure includes worldwide revenue growth of 16.5% in 2024 to $465.3M, positive adjusted EBITDA of $31.1M, and a TSR index value of $94 in 2024 on an SEC $100 baseline; non-PEO NEOs (including Privitera in 2023) are benchmarked in the Pay vs Performance disclosure, with annual worldwide revenue growth selected as the Company’s key pay-for-performance measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AtriCure | VP, Engineering & Product Development | 9 years (prior to 2017) | Led engineering/product development; contributed to patent portfolio and device platform evolution . |
| Bard Medical (C.R. Bard) | VP, Research & Development | Not disclosed | Directed R&D activities; medtech innovation leadership . |
| Ethicon Endo-Surgery (Johnson & Johnson) | Various R&D and operations roles | Not disclosed | Product development and operational execution in surgical devices . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Buffalo School of Biomedical Engineering | Advisory Board Member | Not disclosed | Academic-industry collaboration and talent pipeline . |
| Ohio Life Sciences | Board of Directors | Not disclosed | Industry advocacy and ecosystem development . |
| American Heart Association (Cincinnati Chapter) | Former Board; current supporter of initiatives | Not disclosed | Cardiovascular community engagement . |
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base Salary ($) | $418,658 |
| All Other Compensation ($) | $13,200 |
| Total ($) | $2,127,121 |
Performance Compensation
2023 Annual Cash Incentive (AIP)
| Item | 2023 |
|---|---|
| Target ($) | $231,385 |
| Threshold ($) | $115,692 |
| Maximum ($) | $462,770 |
| Actual Paid ($) | $326,947 |
| Design Notes | Company-wide AIP tied to operational, financial and strategic goals; Company emphasizes revenue growth as primary performance metric across incentive programs . |
2023 Equity Grants (Awarded 3/1/2023 for 2022 Performance)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date FMV ($) |
|---|---|---|---|---|---|
| PSAs (Revenue CAGR + TSR) | 3/1/2023 | 8,052 | 16,104 | 48,312 | $743,320 |
| RSAs (Time-based) | 3/1/2023 | — | 16,104 | — | $624,996 |
Performance Share Awards design:
- Metrics: 3-year Revenue CAGR (performance condition) and Relative TSR vs NASDAQ Health Care Index (market condition) .
- PSA Fair Value inputs: $38.81 for revenue CAGR tranches; $68.20 for TSR tranches (Monte Carlo valuation) .
- Vesting: PSAs vest at end of 3-year period subject to performance; RSAs vest in one-third increments over 3 years .
Outstanding Equity at 12/31/2023 (Unvested)
| Award Date | RSAs Unvested (#) | RSAs Market Value ($) | PSAs Unvested (Target #) | PSAs Market/Payout Value ($) |
|---|---|---|---|---|
| 3/1/2021 | 1,633 | $58,282 | 7,133 | $254,577 |
| 3/1/2022 | 4,550 | $162,390 | 6,825 | $243,584 |
| 3/1/2023 | 16,104 | $574,752 | 16,104 | $574,752 |
2023 Vesting and Realization
| Item | Number of Shares | Value Realized ($) |
|---|---|---|
| Stock Awards (RSAs) vested/acquired | 6,728 | $261,114 |
| Performance Share Awards vested/acquired | 8,036 | $311,877 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (as of 3/18/2024) | 98,290 shares; <1% of class |
| Options (Exercisable/Unexercisable) | None reported |
| Ownership Guidelines (Specified Officers) | Minimum >1x annual base salary; Company states all NEOs meet requirements |
| Pledging/Hedging | Prohibited for directors and officers; no pledges/hedges permitted |
| Clawback | Awards subject to Company recoupment/forfeiture policy |
Employment Terms
| Provision | Summary |
|---|---|
| Severance (non-CIC) | Executive Leadership Severance Policy provides severance equal to 1.5x base salary paid over 18 months for eligible executives (other than CEO) in certain involuntary terminations not involving change-in-control; policy filed as Exhibit 10.20 to 2021 10-K . |
| Change-in-Control (CIC) | Double-trigger structure maintained; Privitera’s CIC agreement provides, upon qualifying termination during CIC period (excluding death/disability/cause/good reason as defined), severance equal to six months of then-current base salary plus target bonus for the severance period . |
| Equity Treatment | Awards subject to plan terms; minimum one-year vesting with Committee discretion for acceleration upon CIC, death, disability, or retirement; options generally exercisable 12 months post-termination for death/disability and 90 days otherwise . |
| Indemnification | Company maintains indemnification agreements for executive officers (form filed with 2024 10-K as Exhibit 10.18) . |
Compensation Committee, Peer Group & Shareholder Feedback
- Committee composition: Independent directors; Compensation Committee met 9 times in 2024 .
- Peer group used for 2024 decisions: Alphatec, Artivion, AxoGen, Glaukos, Inari, Inspire, Insulet, iRhythm, LivaNova, Mesa Labs, Nevro, Penumbra, Shockwave, STAAR Surgical, Tactile Systems, Tandem Diabetes Care .
- Say-on-Pay: 84.6% of votes cast in favor at May 2024 annual meeting; Committee considered this as it reviewed programs .
- Program governance highlights: Pay-for-performance, double-trigger CIC, stock ownership guidelines, clawback, no option repricing, no excise tax gross-ups, hedging/pledging prohibited .
Compensation Structure Analysis
- Annual incentive emphasizes revenue growth and strategic pillars; Company asserts revenue growth is the single most important performance metric to investors and uses it in both AIP and long-term PSAs, with TSR added since 2021 to strengthen market alignment .
- Mix shift away from options: No option awards granted to NEOs in 2023; long-term equity delivered via RSAs and PSAs with multi-year performance and vesting .
- Vesting schedules are disciplined (PSAs three-year, RSAs three-year, minimum one-year vesting at plan level), with acceleration only in defined circumstances under plan discretion .
- 2023 realized AIP payout for Privitera exceeded target ($326,947 actual vs. $231,385 target), reflecting Company performance against AIP metrics .
Investment Implications
- Alignment: Privitera’s compensation tilts to PSAs and RSAs with explicit revenue CAGR and relative TSR hurdles over multi-year periods, reinforcing long-term value focus without option risk; hedging/pledging bans and ownership guidelines further align interests .
- Retention/CIC: Double-trigger CIC economics are moderate (6 months base + target bonus) relative to peers, with non-CIC severance policy of 1.5x salary over 18 months; equity acceleration remains discretionary at committee level, suggesting controlled change-in-control risk and limited windfalls .
- Selling pressure: 2023 vesting events totaled 14,764 shares across RSAs/PSAs for Privitera, with $573k value realized; options are not present, reducing forced expiration dynamics; monitor Form 4s for any patterned disposals post-vesting to gauge pressure (proxy does not disclose Form 4 detail) .
- Execution: His technical leadership and patent portfolio underpin product innovation (e.g., AtriClip, cryoSPHERE platforms and approvals), supporting revenue growth—a central pay metric—though investors should track attainment of future PSAs and Company TSR relative to the NASDAQ Health Care Index .
Notes on Data Gaps
- Insider transactions and pledging/hedging compliance are governed by policy; specific Form 4 trade patterns are not disclosed in proxy materials. The above analysis relies on proxy statement data; consider reviewing recent Form 4 filings for transaction-level insights (not included in documents cited here).