Sven A. Wehrwein
About Sven A. Wehrwein
Independent director since November 2016, age 73, with more than three decades across accounting and finance as a CPA (inactive), investment banker, CFO, and audit committee/board chair; he holds a B.S. in Business from Loyola University Chicago and an M.S. in Management from MIT Sloan . He currently serves as ATRC’s Audit Committee Chair and is designated an SEC “audit committee financial expert,” reflecting deep governance, M&A, auditing and financial planning expertise .
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Cogentix Medical, Inc. | Director (prior) | Medical device/high-growth company board service |
| Compellent Technologies, Inc. | Director (prior) | High-growth tech company board service |
| Synovis Life Technologies, Inc. | Director (prior) | Medical device company board service |
| Vital Images | Director (prior) | Imaging/health tech board service |
| Nonin Medical, Inc. | Director (prior) | Medical device company board service |
| CFO roles (unspecified companies) | CFO (prior) | Prior executive finance leadership; firms not disclosed in proxy |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Proto Labs, Inc. | Director (current) | Public company board; specific committee roles not disclosed in ATRC proxy |
| SPS Commerce, Inc. | Director (current) | Public company board; specific committee roles not disclosed in ATRC proxy |
Board Governance
| Committee | Role | Meetings (2023) | Meetings (2024) |
|---|---|---|---|
| Audit Committee | Chair | 5 | 6 |
| Compliance, Quality & Risk Committee | Member | 4 | 5 |
- Independence: Board has affirmatively determined he is independent; all committees (except the CEO on Board) meet NASDAQ independence requirements .
- Financial Expertise: Designated “audit committee financial expert” .
- Attendance and engagement: All directors attended ≥75% of their Board/committee meetings and attended the annual meeting in 2022 and 2023 .
- Audit Committee report signatory: Listed as Audit Committee Chair in committee report sections .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 77,500 | 149,965 | 227,465 |
| 2024 | 77,500 | 174,996 | 252,496 |
Director retainer structure (non-employee directors):
- Annual cash retainer: $50,000; Board Chair add’l $50,000 (not applicable to Wehrwein) .
- Annual stock retainer: $175,000 (increased beginning 2024; 2023 retainer was $150,000) .
- Committee fees: Audit Chair $20,000; Audit membership $10,000; Compensation Chair $15,000 (membership $7,500); Compliance Chair $15,000 (membership $7,500); Nominating Chair $10,000 (membership $5,000); Strategy Chair $10,000 (membership $7,500) .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Annual equity vehicle | Restricted stock (time-vested; 1-year vest) | Restricted stock (time-vested; earlier of one-year anniversary or next annual meeting ≥50 weeks) |
| Initial appointment grant | ~$175,000 RS; vests over 3 years (in lieu of annual) | ~$175,000 RS; vests over 3 years (in lieu of annual) |
| Stock options granted to directors | None | None |
- No performance-based metrics (e.g., TSR, revenue, EBITDA) are disclosed for director compensation; equity awards are time-based restricted stock only .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Proto Labs, Inc. | Public company | No ATRC-related party transactions disclosed; Audit Committee reviews potential related party transactions . |
| SPS Commerce, Inc. | Public company | No ATRC-related party transactions disclosed; Audit Committee oversight policy in place . |
- Compensation Committee Interlocks: None reported; no cross-compensation committee interlocks for ATRC .
Expertise & Qualifications
- CPA (inactive), investment banker, CFO experience; audit and governance chair experience .
- SEC-designated audit committee financial expert .
- Skills highlighted by Board: finance & SOX compliance, corporate governance, M&A, risk management; broad public board service .
Equity Ownership
| Holder | Shares | Options Exercisable within 60 Days | Percent of Class |
|---|---|---|---|
| Sven A. Wehrwein | 28,973 | 45,000 | <1% |
- Ownership guidelines: Non-employee directors must hold >3× annual cash retainer within 3 years; CEO 6× salary; other specified officers ≥1× salary .
- Hedging/pledging: Prohibited under Insider Trading Policy (no pledging or hedging) .
Governance Assessment
- Strengths: Independent, long-tenured audit chair with SEC “financial expert” designation; consistent attendance and annual meeting participation, supporting board effectiveness .
- Alignment: Receives majority of compensation via equity (time-based RS), with ownership guidelines in place and hedging/pledging prohibitions; beneficial ownership and exercisable options provide skin-in-the-game though below 1% of class, typical for directors .
- Committee signal: Audit chair across increasing meeting cadence (5→6), plus participation on Compliance, Quality & Risk, indicating active oversight of financial controls and enterprise risk (including cybersecurity-related accounting risks) .
- Conflicts/related party exposure: No Item 404 related party transactions disclosed; Audit Committee charter requires review/approval of related party transactions, mitigating risk .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing for directors in 2023–2024 .