Shlomo Nachman
About Shlomo Nachman
Shlomo Nachman, age 63, has served as an independent director of AtriCure since January 4, 2024; he brings over 25 years of medical device operating experience, most notably as Company Group Chairman of Cardiovascular & Specialty Solutions and Vision within Johnson & Johnson’s Medical Devices business (2013–2023), and previously as Worldwide President of Biosense Webster and Cordis . He is currently on the boards of several private medical device companies and the Arnold and Mable Beckman Foundation; he holds a Bachelor’s Degree in Management and Economics from Technion – Israel Institute of Technology . The Board has affirmatively determined he is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (Medical Devices) | Company Group Chairman, Cardiovascular & Specialty Solutions and Vision Groups; Member, Medical Devices Group Operating Committee | 2013–2023 | Led six device businesses (Electrophysiology, Neurovascular Intervention, ENT, Breast Aesthetics, Optometry, Ophthalmology); strategic planning and market development experience . |
| Johnson & Johnson | Worldwide President, Biosense Webster; Worldwide President, Cordis | Not disclosed (prior to 2013) | Senior operating leadership; commercialization and growth in electrophysiology and interventional products . |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Arnold and Mable Beckman Foundation | Board member | Current | Foundation focused on supporting research in chemistry and life sciences . |
| Several private medical device companies | Director | Current | Company names not disclosed; indicative of sector network and insights . |
| Public company boards | None disclosed | — | No current public company directorships disclosed for Mr. Nachman . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined independent under NASDAQ standards . |
| Committees | Member: Compliance, Quality & Risk; Strategy . |
| Committee Meeting Counts (2024) | Compliance, Quality & Risk: 4 meetings; Strategy: 2 meetings . |
| Committee Chairs | Compliance, Quality & Risk Chair: Regina E. Groves; Strategy Chair: B. Kristine Johnson . |
| Attendance | All directors attended the 2024 Annual Meeting; all directors attended at least 75% of aggregate Board and committee meetings in 2024 . |
| Executive Sessions | Non-management directors meet in regularly scheduled executive sessions . |
| Board Chair | Robert S. White (independent) serves as Board Chair . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-employee director) | $50,000 | Standard cash retainer. |
| Committee Membership Retainers | Audit: $10,000; Compensation: $7,500; Compliance, Quality & Risk: $7,500; Nominating & Governance: $5,000; Strategy: $7,500 | Paid to members; chair retainer includes membership retainer. |
| Committee Chair Retainers | Audit: $20,000; Compensation: $15,000; Compliance, Quality & Risk: $15,000; Nominating & Governance: $10,000; Strategy: $10,000 | Additional cash for chairs. |
| Additional Cash Retainer to Chair of the Board | $50,000 | Applies to Board Chair only. |
| 2024 Actual Director Compensation – Shlomo Nachman | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $62,446 |
| Stock Awards (ASC 718 grant-date fair value) | $349,984 |
| Total | $412,430 |
| Note | Elected to Board effective January 4, 2024 . |
Performance Compensation
| Equity Award Structure | Value/Terms | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Stock Retainer (restricted stock) | $175,000 per year; shares determined by closing price on annual meeting date | Vests in full on earlier of one-year anniversary or next annual meeting ≥50 weeks after prior meeting | None disclosed for director equity awards . |
| Appointment Grant (restricted stock) | Approximately $175,000 granted upon Board appointment | Vests annually over a three-year period | None disclosed for director equity awards . |
| Minimum Vesting (Plan) | Awards generally vest no earlier than first anniversary (director awards excepted as described) | Director awards permitted to vest on annual meeting schedule; committee retains discretion for accelerated vesting in specified circumstances | — |
Governance safeguards tied to compensation:
- Clawback: Equity awards subject to Company Clawback Policy .
- Hedging/Pledging: Directors prohibited from hedging or pledging Company stock; no directors or executive officers have pledges or hedging transactions in place .
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Foundation | Arnold and Mable Beckman Foundation | Board member | No related-party transactions with AtriCure disclosed . |
| Private Companies | Several private medical device companies | Director | Names not disclosed; Company states no transactions requiring Item 404(a) disclosure with Mr. Nachman . |
| Public Company Boards | None disclosed | — | None disclosed . |
Expertise & Qualifications
- Senior operating leadership across electrophysiology, neurovascular, ENT, ophthalmology, and aesthetics; direct experience in Afib market development via Biosense Webster .
- Strategic planning, market development, and operating committee governance at a global med-tech leader (Johnson & Johnson) .
- Academic background: Bachelor’s Degree in Management and Economics (Technion – Israel Institute of Technology) .
- Board skills matrix emphasizes mergers & acquisitions, strategy, medical devices, corporate governance, and risk management among nominees; aligns with his profile .
Equity Ownership
| Holder | Shares | Options Exercisable Within 60 Days | Percent of Class |
|---|---|---|---|
| Shlomo Nachman | 13,110 | — | * (less than 1%) |
| Stock Ownership Guidelines | Requirement | Compliance Window |
|---|---|---|
| Non-employee directors | ≥ 3x annual cash retainer (exclusive of committee retainers) | Within 3 years of guideline adoption or Board appointment |
Additional alignment/controls:
- Hedging/Pledging: Prohibited for directors; no hedging or pledges in place .
- Shares Outstanding (context for % ownership): Basic shares outstanding as of record date: 49,493,902 .
Governance Assessment
- Strengths: Independent director with deep med-tech operating expertise; sits on Compliance, Quality & Risk and Strategy Committees—both central to regulatory oversight and inorganic growth; committee compositions meet NASDAQ independence requirements; Board reports ≥75% attendance and full attendance at the 2024 annual meeting, supporting engagement .
- Alignment & Safeguards: Director compensation is equity-heavy with standard RSU vesting, clawback policy applies to equity awards, and robust hedging/pledging prohibitions with no pledges/hedges in place; stock ownership guidelines require meaningful ownership within a defined timeframe .
- Conflicts/Related Parties: Company states no related-party transactions with Mr. Nachman under Item 404(a); appointment 8-K also affirms no arrangements/transactions giving rise to disclosure—reduces conflict risk .
- Watch Items: Direct beneficial ownership is relatively modest at 13,110 shares today (less than 1% of outstanding), though director guidelines allow up to three years to reach required levels; prior senior roles at Johnson & Johnson reflect industry proximity—monitor for any evolving relationships with competitors, suppliers, or customers; no current public-company boards disclosed (limits external interlocks) .