UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Filed by the Registrant ☒ | | Filed by a Party other than the Registrant ☐ |
| Check the appropriate box: |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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| IRHYTHM TECHNOLOGIES, INC. |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| Payment of Filing Fee (Check all boxes that apply): |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 10, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of iRhythm Technologies, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/IRTC2024 on Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.
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| Sincerely, |
| /s/ Quentin S. Blackford |
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| Quentin S. Blackford |
| Chief Executive Officer |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON WEDNESDAY, MAY 29, 2024. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.
IRHYTHM TECHNOLOGIES, INC.
699 8th Street, Suite 600
San Francisco, California 94103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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| Time and Date: | Wednesday, May 29, 2024, at 9:00 a.m. Pacific Time |
| Place: | Virtually at www.virtualshareholdermeeting.com/IRTC2024. There is no physical location for the Annual Meeting. |
| Items of Business: | 1.Elect nine directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified. |
| 2.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
| 3.Approve, on a non-binding advisory basis, the compensation of our named executive officers. |
| 4.Approve an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the Delaware General Corporation Law. |
| 5.Select, on a non-binding advisory basis, whether future advisory votes on the compensation of our named executive officers should be every 1, 2, or 3 years. |
| 6.Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
| Record Date: | April 3, 2024, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and attendance of and voting at, the meeting and any adjournments thereof. |
Participation in Annual Meeting:
| We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/IRTC2024. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “General Information About the Meeting” for additional information. Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 11 of the Proxy Statement. |
| Voting: | Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at https://investors.irhythmtech.com or, if you are a registered holder, through our transfer agent, Equiniti Trust Company, through its website at www.shareowneronline.com or by phone at (800) 401-1957 (US residents). |
This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 10, 2024.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
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| | By Order of the Board of Directors, |
| /s/ Quentin S. Blackford |
| Quentin S. Blackford |
| Chief Executive Officer |
| San Francisco, California |
| April 10, 2024 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement (“Proxy Statement”) includes forward-looking statements, which are all statements other than statements of historical facts. These statements include, but are not limited to, statements regarding our business, our business strategy and plans, our objectives and future operations and our social responsibility initiatives. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2023, and our other U.S. Securities and Exchange Commission (“SEC”) filings, which are available on the Investor Relations page of our website at https://investors.irhythmtech.com and on the SEC website at www.sec.gov.
All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements.
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting.
Proposals to be Voted On and Board Voting Recommendations
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| Voting Matter | Board Recommendation | Page |
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board of Directors is currently comprised of nine members. In accordance with our Amended and Restated Certificate of Incorporation, beginning with our 2024 annual meeting, each member of our Board of Directors shall be elected for terms expiring at the next succeeding annual meeting of the stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. We are asking our stockholders to elect nine of our directors for a one-year term expiring at the 2025 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. | FOR all nominees | |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are asking our stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. | FOR ratification of the appointment | |
PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers. | FOR approval on an advisory basis | |
PROPOSAL 4: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
We are asking our stockholders to approve the proposed amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the Delaware General Corporation Law (the “DGCL”). | FOR approval of the proposed amendment to our Amended and Restated Certificate of Incorporation | |
PROPOSAL 5: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are asking our stockholders to vote, on a non-binding advisory basis, on the frequency of future stockholder advisory votes on the compensation of our named executive officers. | 1 YEAR | |
Key Business Highlights
We are a leading digital healthcare company that is in the business of designing, developing, and commercializing device- based technology to provide cardiac monitoring services that we believe allow clinicians to diagnose certain arrhythmias quicker and with greater efficiency than other services that rely on traditional technology.
We have developed a proprietary system that combines an FDA-cleared and CE-marked, wire-free, patch-based, 14-day wearable biosensor that continuously records electrocardiogram (“ECG”) data with a proprietary, FDA-cleared, CE-marked cloud-based data analytic software to help physicians monitor patients and diagnose arrhythmias (collectively, the “Zio System”). We have provided our Zio ambulatory cardiac monitoring services, including long-term continuous monitoring, short-term continuous monitoring, and mobile cardiac telemetry (“MCT”) monitoring services (collectively, the “Zio Services”), using our Zio System. These services are offered through three Zio System options — the Zio Monitor System, the Zio XT System, and the Zio AT System.
Since first receiving clearance from the U.S. Food and Drug Administration (“FDA”) for our technology in 2009, we have supported physician and patient use of our technology and provided ambulatory cardiac monitoring services from our Medicare-enrolled independent diagnostic testing facilities (“IDTFs”) and with our qualified technicians. Over this period of time, we have provided the Zio Services to over six million patients and have collected over 1.8 billion hours of curated heartbeat data.
In 2023, we continued to drive significant growth in our core business, and we believe that our ongoing accomplishments and investments will provide the foundation for sustained value creation over the long term. Over the past five years, our revenue compound annual growth rate, or CAGR, grew over 27%, reflecting continued resilience amid various micro- and macro-economic challenges. Our significant financial and operational highlights for 2023 included:
Accelerated momentum in core U.S. commercial business
•Grew full year 2023 patient registrations by 24% compared to full year 2022;
•Drove record full year of new account onboarding for Zio long-term continuous monitoring (“LTCM”) service in the United States;
•Launched our next generation Zio Monitor patch that builds on the high performance of Zio XT, together with an enhanced Zio Monitor Service that includes an updated patient experience to simplify enrollment and improve patient case management, and a refreshed patient mobile application; and
•Published the Cardiac Ambulatory Monitor EvaLuation of Outcomes and Time to Events (“CAMELOT”) study in the peer-reviewed American Heart Journal in December 2023, demonstrating higher clinical diagnostic yield and lower odds of retesting with Zio LTCM compared to other LTCM as well as to event recorder, mobile cardiac telemetry, and Holter.
Advanced initiatives within growth pillars to drive future value creation
•Zio Monitor System granted high medical needs designation by the Japanese Ministry of Health, Labour, and Welfare - reflecting recommendation by the Japanese Heart Rhythm Society - and we submitted a Shonin pre-market application to the Japanese Pharmaceutical and Medical Device Agency for regulatory approval in Japan;
•Received European Union CE marking under Medical Devices Regulation for the Zio monitor and Zio ECG Utilization Software (“ZEUS”) System, which supports the capture and analysis of ECG data recorded by the Zio Monitor patch at the end of the wear period;
•Opened a global business services center in Manila, Philippines, to position us to maintain patient satisfaction, scale globally, and perform more efficiently; and
•Generated additional published evidence of feasibility supporting the potential to expand into predictive models.
Operated with discipline and efficiency to drive financial sustainability
•Revenue of $492.7 million increased by approximately 20% compared to full year 2022;
•Gross margin of 67.3% decreased by 120-basis point compared to full year 2022;
•Net loss of $123.4 million reflected an increased loss of $7.3 million compared to full year 2022;
•Adjusted EBITDA of ($4.9) million reflected a $6.4 million improvement compared to full year 2022; and
•Cash, cash equivalents, and marketable securities balance of $133.8 million as of December 31, 2023.
Key Financial Metrics
(1) Adjusted EBITDA calculated as net loss or income excluding interest, taxes, depreciation and amortization, stock-based compensation expense, impairment and restructuring charges, and business transformation costs. Adjusted EBITDA margin calculated as adjusted EBITDA as a percentage of net revenues. For further discussion refer to the section titled “Non-GAAP Financial Measures.”
We continue to create and build long-term value for our stockholders. The following depicts our relative Total Stockholder Return (“TSR”) for the one, three and five-year periods ending on December 31, 2023 (represented by the red dot), compared to the S&P Healthcare Equipment Select Industry Index for the same periods.
Corporate Governance Highlights
We are committed to good corporate governance, which strengthens the accountability of our Board of Directors and promotes the long-term interests of our stockholders. Key elements of our independent board and leadership practices are outlined below, and discussed further in this proxy statement:
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| Independent Chairman of the Board | Abhijit Y. Talwalkar serves as the independent chairperson of our Board of Directors. Our Board of Directors believes that Mr. Talwalkar’s deep technology knowledge and extensive experience in executive and board leadership roles at other technology companies make him well qualified to serve as chair of our Board of Directors. |
Independent Board and Committee Oversight | Our Corporate Governance Guidelines provide that there will at all times be a majority of independent directors on our Board of Directors. A majority of our current directors are independent (eight out of nine directors). Our independent directors conduct regular executive sessions. All committees of the Board of Directors are composed of independent directors. |
| Board Diversity | In evaluating potential members of the Board of Directors, including directors who are eligible for re-election, our Nominating and Corporate Governance committee takes into account diversity including professional background, education, race, ethnicity, and gender.
The Nominating and Corporate Governance Committee, and any search firm it engages, will include women, minority and underrepresented community candidates in the pool of each director search. |
| Comprehensive Risk Oversight Practices and Review of Internal Controls | Our Board of Directors oversees our comprehensive risk oversight practices, including cybersecurity, data privacy, compensation, legal and regulatory matters, compensation-related and other critical evolving areas. Our Board of Directors executes its oversight responsibility directly and through its committees, particularly the Audit Committee and the Compensation and Human Capital Management Committee. |
| Environmental, Social and Governance Matters | Our Nominating and Corporate Governance committee oversees iRhythm’s strategies, activities, risks and opportunities related to ESG matters. |
Robust Board Evaluation Process
| Our Board of Directors and each of its committees conducts annual self-evaluations to assess performance. Such evaluations help inform board practices and assist the Board of Directors and its committees in identifying how it can improve. |
| Declassified Board of Directors | Each member of our Board of Directors serves a one-year term and is subject to re-election at each annual meeting. |
| Ownership Guidelines | Each member of our Board of Directors is required to comply with robust stock ownership guidelines. |
Board of Directors Highlights
Our Board of Directors was composed of nine directors during 2023 following the appointments of Mojdeh Poul and Brian Yoor in June 2023. Our directors each serve a one-year term and are subject to re-election at each annual meeting. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal.
2023 Director Board Composition and Diversity
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| Board Independence | Board Tenure | Age Mix |
Independent Directors: 8
Non-Independent Directors: 1 | Average Tenure: 4.7 Years
0-3 Years: 4 3-5 Years: 0 6+ Years: 5 | Average Age: 63
40-49 Years: 1 50-59 Years: 1 60-69 Years: 5 70-79 Years: 1 80-89 Years: 1 |
See below for the diversity matrix of our Board of Directors as of March 27, 2024. The diversity matrix for our Board of Directors as of April 12, 2023 is available in our proxy statement for our 2023 annual meeting of stockholders, filed with the SEC on April 12, 2023:
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33% Gender Diversity | 22% Racial Diversity | 44% Overall Diversity |
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| Female | Male |
| Directors (total: 9) | 3 | 6 |
| Demographic Background | | |
| Asian | 1 | 1 |
| White | 2 | 5 |
Director Nominee Expertise, Skills, and Experience
Our director nominees possess relevant individual experiences, qualifications and skills that allow the Board of Directors to effectively oversee the company’s strategy and management. Our directors’ principal areas of expertise include:
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| Skill | Abhijit Y. Talwalkar
(Chairman) | Quentin Blackford | Bruce G. Bodaken | Karen Ling | C. Noel Bairey Merz, M.D. | Mojdeh Poul | Mark J. Rubash | Ralph Snyderman, M.D. | Brian Yoor |
| Healthcare/Medical Device Industry | | X | X | X | X | X | X | X | X |
| Technology and Data Security | X | | | | | | X | | X |
| Marketing & Commercial | | X | | | X | X | | X | |
| Senior Leadership | X | X | X | X | X | X | X | X | X |
| Finance | X | X | X | | | X | X | X | X |
| Public Company Governance | X | X | X | X | | X | X | X | X |
| Global Operations | X | X | | X | | X | X | | X |
| Medical Experience | | | | | X | | | X | |
| Regulatory & Compliance | | | | | X | X | | X | |
| Human Capital Management | X | X | X | X | | X | | X | X |
| Enterprise Risk Management | X | X | X | | | | X | | X |
| Environmental, Social & Governance | X | | X | X | | X | X | | |
Skill Matrix - Definitions
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| Skill | Definition | Percentage of the Current Board with the Relevant Skill |
| Healthcare/Medical Device Industry | Management-level experience in an industry involving healthcare products or services, including medical devices and IDTF/MCT services. | 89% |
| Technology and Data Security | Significant experience or expertise in the use and deployment of technologies to facilitate business objectives, including cybersecurity and data privacy. | 33% |
| Marketing & Commercial | Significant strategic or management experience in the sales and marketing of medical devices and/or provision of services as an IDTF, and an understanding of the reimbursement environment in the United States and regions the Company has identified as potential areas for growth and expansion. | 44% |
| Senior Leadership | Experience in a senior management position, preferably a C-level executive (i.e., chief executive officer, etc.), at a publicly traded or private company with global operations, or other large complex organization (such as government, academic institution or not-for-profit). | 100% |
| Finance | Significant experience in senior management positions, preferably a C-level executive (i.e., chief executive officer, chief financial officer or chief accounting officer, etc.), requiring financial knowledge and analysis, including in accounting, corporate finance, treasury functions or risk management from a financial perspective. | 78% |
| Public Company Governance | Experience in and understanding of the Board of Directors’ oversight and fiduciary responsibilities and other key corporate governance matters for public companies in the healthcare and/or medical device industry, including legal and regulatory obligations and risks. | 89% |
| Global Operations | Significant strategic or management experience in an organization that operates internationally, especially on a broad basis and/or in the geographic regions the company has identified as potential areas for growth and expansion. | 67% |
| Medical Experience | A medical degree and significant work experience as a cardiac EP or cardiologist or expertise with personalized health care. | 22% |
| Regulatory and Compliance | Significant work experience with relevant regulatory requirements involving the development and distribution of medical devices or the development and provision of IDTF/MCT services. | 33% |
| Human Capital Management | Significant work experience in senior management positions with responsibility for, or to oversee, the Human Resources function (i.e., Chief Human Resources Officer or Chief Executive Officer with a Chief Human Resources Officer as a direct report) for an organization that operates in the US and internationally, including responsibility for attracting, developing, motivating and retaining high-quality people, compensation, DE&I, and succession planning. | 78% |
| Enterprise Risk Management | Experience overseeing corporate risk management process, including the effective identification, prioritization, and management of a broad spectrum of risks relevant to the company. | 56% |
| Environmental, Social & Governance | Experience in environmental, social and broader governance matters to facilitate the long-term sustainability of the company’s business and enable the company to address the needs of various stakeholders. | 56% |
Environment, Social and Governance Highlights
We believe that effectively managing ESG risks and opportunities drives business success, and that when fully integrated into the business, ESG can provide a competitive advantage. In 2022, we set out on a journey to develop iRhythm’s approach to ESG by conducting an ESG Priority Assessment to identify the ESG priority topics that are important to internal and external stakeholders. We also began operationalizing ESG within the organization by forming an ESG Steering Committee and multiple ESG Working Groups, which focus on specific ESG substantive areas or work streams. In addition, in 2023, we established formal board oversight of ESG by revising the charters of two committees of our Board of Directors, including the Nominating and Corporate Governance Committee and the Compensation and Human Capital Management Committee. We continue to work as an organization to advance our strategic ESG roadmap by pursuing ESG work streams.
During 2023 Institutional Shareholder Services group of companies (ISS) provided iRhythm with “Prime” status for the first time. Prime status is for companies achieving what ISS determines to be best in class ESG performance, based on sector exposure to environmental, social and governance impacts.
Our strategic ESG roadmap is continuously evolving based on progress, feedback, and business and external environment changes, and as we move forward, we plan to regularly review and revisit our ESG priority topics, our ESG measures and initiatives, and any ESG goals so that we can dynamically support the success of our business by addressing those topics, that make our business more sustainable. We believe that advancing the interests of our stakeholders supports the sustainability and success of our business, and so as we implement our ESG program, we plan to regularly consult internal and external stakeholders to take into account the views and perspectives of those groups that are critical to our business and which we impact by virtue of operating our business, our employees, customers, suppliers, investors, communities and others.
IRHYTHM TECHNOLOGIES, INC.
699 8th Street, Suite 600
San Francisco, California 94103
NOTICE OFPROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Pacific TimeApril 10, 2024
Information About Solicitation and Voting
The accompanying proxy is solicited on May 26, 2022
Dear Stockholdersbehalf of the Board of Directors of iRhythm Technologies, Inc.:
We cordially invite you to attend the virtual 2022 annual meeting of stockholders (the “Annual Meeting”) of iRhythm Technologies, Inc., a Delaware corporation, which will be held on Thursday, May 26, 2022, for use at 1:00 p.m. Pacific Time, via live webcast at www.virtualshareholdermeeting.com/IRTC2022. You will be able to attend the meeting online and submit questions during the meeting by visiting the website listed above. You will also be able to vote your shares electronically at the annual meeting. This meeting is being heldfor the following purposes, as more fully described in the accompanying proxy statement:
1.To elect three Class II and three Class III directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;
2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;
3.To approve, on an advisory basis, Named Executive Officer compensation; and
4.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Our Board of Directors has fixed the close of business on March 31, 2022, as the record date for the Annual Meeting. Only stockholders of record on March 31, 2022 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
On or about April 15, 2022, we expect to mail to our stockholders a Notice of 20222024 Annual Meeting of Stockholders (the “Notice”“Annual Meeting”). The Notice provides instructions on how to vote via the Internet, by telephone or by proxy card. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. You will need to enter the control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.
We appreciate your continued support of iRhythm Technologies, Inc.
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| By order of the Board of Directors, |
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| /s/ Quentin S. Blackford |
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| Quentin S. Blackford
Chief Executive Officer
San Francisco, California
April 14, 2022
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Important Notice Regarding Proxy Materials for the Shareholder Meeting
to be Heldheld virtually at www.virtualshareholdermeeting.com/IRTC2024 on Wednesday, May 26, 2022
29, 2024, at 9:00 a.m. Pacific Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this Proxy Statement for the Annual Meeting is being mailed(the “Proxy Statement”) and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 15, 2022 to all shareholders entitled to vote at10, 2024. Our Annual Report for the Annual Meeting. Thisfiscal year ended December 31, 2023 is available with this Proxy Statement and our 2021 Annual Report are also available onby following the Company’s website.
Virtual Meeting Admission
Shareholders of record as of March 31, 2022 will be able to participateinstructions in the virtual Annual Meeting by visitingNotice of Internet Availability of Proxy Materials. References to our Annual Meeting website at www.virtualshareholdermeeting.com/IRTC2022. To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card.
The Annual Meeting will begin promptly at 1:00 p.m.. Pacific time on Thursday, May 26, 2022. Online check-in will begin at 12:45 p.m. Pacific time, and you should allow approximately 15 minutes for the online check-in procedures.
Voting. Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares of common stock that you own, please cast your vote, at your earliest convenience, as instructed on your proxy card and/or voting instruction form. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the internet, telephone, mail or virtually at the Annual Meeting. Voting over the internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or voting instruction form prior to the Annual Meeting even if they plan on virtually attending the Annual Meeting. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the Annual Meeting should you decide to virtually attend. You may vote using the following methods:
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Computer: | Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the internet. During the Annual Meeting, visit our Annual Meeting website at www.virtualshareholdermeeting.com/IRTC2022
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Mail: | Sign, date and return your proxy card/voting instruction form to vote by mail. |
Phone: | Call the telephone number on your proxy card/voting instruction form to vote by telephone. |
Virtual Meeting Philosophy
The Company has held its annual meeting of stockholders as a virtual meeting via the Internet since 2020. The Company also offers stockholders the option to ask questions live via telephone. The Board believes that holding the annual meeting of stockholders in a virtual format provides the opportunity for participation by a broader group of stockholders, while reducing the costs associated with planning, holding and arranging logistics for in-person meeting proceedings. This balance allows the meetings to remain focused on matters directly relevant to the interests of stockholders in a way that recognizes the value to stockholders of an efficient use of Company resources. The Board intends that the virtual meeting format provide stockholders a level of transparency as close as possible to the traditional in-person meeting format and takes the following steps to ensure such an experience:
•providing stockholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board;
•providing stockholders with the ability to submit appropriate questions real-time either via telephone or the meeting website, limiting questions to one per stockholder unless time otherwise permits;
•answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting without discrimination;
•publishing all questions submitted in accordance with the meeting rules of conduct with answers following the meeting, including those not addressed directly during the meeting; and
•offering separate engagement opportunities with stockholders on appropriate matters of governance or other relevant topics as outlined under the section titled “Communications with the Board of Directors” below.
TABLE OF CONTENTS
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PROPOSAL NO. 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 19 |
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IRHYTHM TECHNOLOGIES, INC.
PROXY STATEMENT
FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m.. Pacific Time on May 26, 2022
Thisthis Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the virtual 2022 annual meeting of stockholders of iRhythm Technologies, Inc., a Delaware corporation (the “Company” or “iRhythm”),not intended to function as hyperlinks and any postponements, adjournments or continuations thereof (together with any adjournments or postponements, the “Annual Meeting”). The Annual Meeting will be held via live webcast at www.virtualshareholdermeeting.com/IRTC2022 on Thursday, May 26, 2022 at 1:00 p.m. Pacific Time. The Notice of 2022 Annual Meeting of Stockholders (the “Notice”), is first being mailed on or about April 15, 2022 to all stockholders entitled to vote at the Annual Meeting.
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Virtual Stockholder Meeting |
In light of the ongoing COVID-19 pandemic, we believe a virtual meeting will allow the greatest number of shareholders to attend. As such, our 2022 Annual Meeting will be conducted exclusively online via live webcast, allowing all of our shareholders the option to participate in the live, online meeting from any location convenient to them, providing shareholder access to our Board and management, and enhancing participation while supporting the safety of our shareholders. Shareholders at the close of business on March 31, 2022 will be allowed to communicate with us and ask questions in our virtual shareholder meeting forum before and during the meeting. All directors and key executive officers are expected to be available to answer questions. For further information on the virtual meeting, please see the Q&A section below. Please note that there will not be a physical meeting. |
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement.
Internet Availability of Proxy Materials
In accordance with U.S. Securities and Exchange Commission (“SEC”)rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and referencesAnnual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.
General Information About the Meeting
Purpose of the Annual Meeting
You are receiving this Proxy Statement because our Board of Directors is soliciting your proxy to our website addressvote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are inactive textual references only.required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.
What matters am IWe intend to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any Internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact.
Record Date; Quorum
Only holders of record of our common stock at the close of business on April 3, 2024, (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 31,121,015 shares of common stock outstanding and entitled to vote. At the close of business on the Record Date, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote 157,644 shares of common stock at the Annual Meeting, or approximately 0.51% of the voting on?power of the shares of our common stock outstanding on such date. For at least ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, at 699 8th Street, Suite 600, San Francisco, California 94103.
The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or if you have properly submitted a proxy.
Participating in the Annual Meeting
•Instructions on how to attend the Annual Meeting are posted at www.proxyvote.com.
•You may log in to the meeting platform beginning at 8:45 a.m. Pacific Time on May 29, 2024. The meeting will begin promptly at 9:00 a.m. Pacific Time.
•You will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/IRTC2024.
•Stockholders of record and beneficial owners as of the Record Date may vote their shares electronically during the Annual Meeting.
•If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/IRTC2024, type your question into the “Ask a Question” field, and click “Submit.” If your question is properly submitted during the relevant portion of the meeting agenda, we will respond to your question during the live webcast, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. We reserve the right to exclude questions that are irrelevant to meeting matters, irrelevant to the business of iRhythm, or derogatory or in bad taste; that relate to pending or threatened litigation; that are personal grievances; or that are otherwise inappropriate (as determined by the chair of the Annual Meeting). A webcast replay of the Annual Meeting, including the Q&A session, will be archived on the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com.
•If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/IRTC2024. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website.
Voting Rights; Required Vote
In deciding all matters at the Annual Meeting, as of the close of business on the Record Date, each share of common stock represents one vote. We do not have cumulative voting on:
•rights for the election of directorsdirectors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.
Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, then you are considered the stockholder of record with respect to serve until our 2023 annual meetingthose shares. As a stockholder of stockholders and until their successors are duly elected and qualified;
•a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;
•an advisoryrecord, you may vote to approve Named Executive Officer Compensation; and
•any other business as may properly come beforeat the Annual Meeting.Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, by filling out and returning the proxy card.
How doesBeneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
Each director will be elected by a plurality of the votes cast, which means that the nine individuals nominated for election to our Board of Directors recommend Iat the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote on these proposals?
Our Board“FOR ALL NOMINEES,” “WITHHOLD AUTHORITY FOR ALL NOMINEES,” or vote “FOR ALL EXCEPT” one or more of Directors recommends a vote:
•“FOR” the election of Abhijit Y. Talwalkar, Bruce G. Bodaken, Cathleen Noel Bairey Merz, M.D., Mark J. Rubash, Ralph Snyderman, M.D., and Renee Budig as directors;
•“FOR” the ratificationnominees you specify. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ourthe fiscal year ending December 31, 2022; and
•“FOR” the approval of Named Executive Officer compensation.
Who is entitled to vote?
Holders of our common stock as of the close of business on March 31, 2022, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 29,768,708 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder2024, will be entitled to one vote for each share of our common stock held by them on the record date. Stockholders are not permitted to cumulate votes with respect to the election of directors.
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote while virtually attending the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to virtually attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock during the virtual Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will providea voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”
How many votes are needed for approval of each proposal?
•Proposal No. 1: The election of directors requires a plurality vote of the shares of our common stock present in attendance or by proxy at the virtual Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. You may vote “for” or “withhold” on each of the nominees for election as a director.
•Proposal No. 2: The ratification of the appointment of PricewaterhouseCoopers LLP requiresobtained if the affirmative vote of a majority of the shares of our common stock present in attendance or by proxy at the virtual Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote for approval. Approval, on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcomenon-binding advisory basis, of this proposal.
•Proposal No. 3: The advisory vote to approve the compensation of our Named Executive Officers,named executive officers (“NEOs”) will be approvedobtained if the majority of the shares of our common stock present in attendance or by proxy at the virtual Annual Meeting and entitled to vote thereon vote for approval. Abstentions are considered votes presentApproval of an amendment to our Amended and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcomeRestated Certificate of this proposal. The result of this voteIncorporation will be considered anobtained if holders of a majority of our outstanding shares vote “FOR” the proposal at the Annual Meeting. You may vote for holding the non-binding advisory vote to approve the compensation of our stockholders.
What isNEOs every “1 YEAR,” “2 YEARS,” or “3 YEARS,” or vote for “ABSTAIN.” The frequency receiving the quorum?
A quorum is the minimumgreatest number of shares required to be presentvotes cast by stockholders at the Annual Meeting forwill be deemed to be the preferred frequency option of our stockholders.
Recommendations of Our Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting
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| PROPOSAL | BOARD RECOMMENDATION | PAGE REFERENCE |
| Proposal No. 1 | The election of the nine directors named in this Proxy Statement. | FOR
ALL NOMINEES | |
| Proposal No. 2 | The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | FOR | |
| Proposal No. 3 | The approval, on a non-binding advisory basis, of the compensation of our NEOs. | FOR | |
| Proposal No. 4 | The approval of an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the DGCL. | FOR | |
| Proposal No. 5 | The selection, on a non-binding advisory basis, of whether future advisory votes on the compensation of our NEOs should be every 1, 2, or 3 years. | 1 YEAR | |
None of our non-employee directors have any substantial interest in any matter to be properly held under our amended and restated bylaws and Delaware law. The presence, in attendance or by proxy, of a majority of all issued and outstanding sharesacted upon except with respect to the directors so nominated. None of our common stock entitledexecutive officers have any substantial interest in any matter to vote at the virtual Annual Meeting will constitute a quorum at the virtual Annual Meeting. be acted upon other than Proposal No. 3, Proposal No. 4 and Proposal No. 5.
Abstentions withhold votes and broker non-votesWithhold Votes; Broker Non-Votes
Under Delaware law, abstentions are counted as shares present and entitled to vote for purposes of determining whether a quorum.quorum is present. At the Annual Meeting, abstentions or withhold votes will have no effect on Proposal No. 1, Proposal No. 2, Proposal No. 3 or Proposal No. 5 and will have the same effect as a vote against Proposal No. 4.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If a broker chooses not to vote shares for or against Proposal No. 2, it will have the same effect as an abstention. The other proposals presented at the Annual Meeting are non-routine matters. Broker non-votes are not deemed to be shares entitled to vote on and will have no effect on the outcome of Proposal No. 1, Proposal No. 3 and Proposal No. 5 and will have the same effect as a vote against Proposal No. 4.
WhoVoting Instructions; Voting of Proxies
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| Vote By Internet | Vote By Telephone or Internet | Vote By Mail |
| You may vote via the virtual meeting website - any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/IRTC2024 where stockholders may vote and submit questions during the meeting. The meeting starts at 9:00 a.m. Pacific Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com. | You may vote by telephone or through the Internet - in order to do so, please follow the instructions shown on your proxy card. | You may vote by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.Your completed, signed, and dated proxy card must be received prior to the Annual Meeting. |
Votes submitted by telephone or through the Internet must be received by 8:59 p.m. Pacific Time /11:59 p.m. Eastern on May 28, 2024. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will countnot affect your right to vote in person should you decide to attend the votes?
Broadridge Financial Services, Inc., our independent proxy tabulator, will tabulate the votes.
How do I vote?
Annual Meeting. If you are anot the stockholder of record, there are four waysplease refer to vote:
•the voting instructions provided by internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Standard timeyour nominee to direct your nominee on May 25, 2022 (havehow to vote your proxy card in hand when you visit the website);
•by toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Standard time on May 25, 2022 (have your proxy card in hand when you call);
•by completing and mailing your proxy card;shares. Your vote is important. Whether or
•by attending the virtual Annual Meeting via the Internet and voting during the meeting (have your proxy card in hand and follow the directions).
Even if not you plan to attend the Annual Meeting, virtually, we recommend thaturge you alsoto vote by proxy soto ensure that your vote is counted.
All proxies will be counted if you later decide not to attend virtually.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or via the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares during the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the virtual Annual Meeting by:
•entering a new vote by internet or by telephone;
•signing a later-dated proxy card and submitting it so that is received prior to the Annual Meetingvoted in accordance with the instructions included inspecified on the proxy card;
•sendingcard. If you sign a written notice of revocationphysical proxy card and return it without instructions as to the Secretary of iRhythm Technologies, Inc. at 699 8th Street, Suite 600, San Francisco, CA 94103, that must be received prior to the Annual Meeting, stating that you revoke your proxy; or
•virtually attending the meeting and votinghow your shares by electronic ballot at the virtual Annual Meeting.
If you areshould be voted on a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
Where is the Annual Meeting?
The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/IRTC2022.
Why are you holding a virtual meeting instead of a physical meeting?
In light of the ongoing COVID-19 pandemic, we believe that a virtual Annual Meeting would allow the greatest number of shareholders to attend. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and our company. We believe that hosting a virtual Annual Meeting will enable more of our shareholders to attend and participate in the meeting since our shareholders can participate from any location around the world with Internet access.
How can I attend the virtual Annual Meeting?
The Annual Meeting will be a completely virtual meeting of shareholders conducted exclusively by a live audio webcast.
If you are a shareholder of record as of the close of business on March 31, 2022, the record date for the Annual Meeting, you will be able to virtually attend the Annual Meeting, vote your shares and submit your questions online during the meeting by visiting www.virtualshareholdermeeting.com/IRTC2022. You will need to enter the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.
If you are a shareholder holding your shares in “street name” as of the close of business on March 31, 2022, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank, trustee or other nominee. You may not vote your shares electronicallyparticular proposal at the Annual Meeting, unless you receive a valid “legal proxy” from your broker, bank, trustee or other nominee.
The online meeting will begin promptly at 1:00 p.m., Pacific time on May 26, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:45 p.m., Pacific time, and you should allow approximately 15 minutes for the online check-in procedures.
If you wish to submit a question for the Annual Meeting, you may do so in advance at www.virtualshareholdermeeting.com/IRTC2022, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions).
What can I do if I need technical assistance during the Annual Meeting?
If you encounter any difficulties accessing the virtual Annual Meeting webcast please call the technical support number that will be posted on the Annual Meeting website log-in page.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board of Directors. Quentin Blackford and Douglas Devine have been designated as proxy holders by our Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted.
We strongly recommend that you vote your shares in advance of the meeting as described above. Ifinstructed above, even if you plan to attend the Annual Meeting virtually.
Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any matters not described in this Proxy Statement are properly presentedtime before it is exercised at the Annual Meeting by:
•delivering to our Corporate Secretary by mail a written notice stating that the proxy holders will use their own judgment to determine how to voteis revoked;
•signing and delivering a proxy bearing a later date;
•voting again by telephone or through the shares. IfInternet; or
•attending virtually and voting during the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
How are proxies solicited for the Annual Meeting?
Our Board of Directors is soliciting proxies for use(although attendance at the Annual Meeting. All expenses associated with this solicitationMeeting will be bornenot, by us. We have retained Alliance Advisors to act asitself, revoke a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Alliance Advisors $10,000, plus reasonable out-of-pocket expenses, for proxy solicitation services. We will reimburse brokers or other nominees for reasonable expensesproxy).
Please note, however, that they incur in sending our proxy materials to you if your shares are held of record by a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paidyou wish to revoke a proxy, you must contact that firm to revoke any additional compensation for soliciting proxies.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our “routine” matter, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors and the vote on the frequency of advisory votes on Named Executive Officer compensation, which are “non-routine” matters, absent direction from you.prior voting instructions.
Where can I find
Expenses of Soliciting Proxies
We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.
Voting Results
Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting?Meeting.
Corporate Governance Standards and Director Independence
We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives for the benefit of our stockholders.
Corporate Governance Principles
Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of the Company. Among other things, our Corporate Governance Guidelines provide:
•To satisfy their duty in overseeing company management and the ethical operation of the company, the directors will announce preliminary voting resultstake a proactive, focused approach to their position, and set standards to ensure that the company is committed to business excellence, ethical and honest conduct, and highest levels of integrity.
•There will at all times be a majority of independent directors serving on the Board of Directors. Eight out of nine of our directors at the virtualtime of the Annual Meeting. Meeting are independent.
•The Board of Directors shall have responsibility for succession planning concerning the Chief Executive Officer, and the company’s NEOs and the Compensation and Human Capital Management Committee shall plan for and conduct reviews with respect to succession planning for other key employees identified by the Chief Executive Officer.
•The Audit Committee, Compensation and Human Capital Management Committee and Nominating and Corporate Governance Committee must each be, and currently are, composed of a majority of independent directors.
•The Nominating and Corporate Governance Committee and the Board of Directors will evaluate each individual director or potential director in the context of the membership of the Board of Directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in the various areas.
Our Corporate Governance Guidelines are available without charge on the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com, by clicking “Governance Documents and Charters” in the “Governance” section of our website. Our Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines periodically, and changes are recommended to our Board of Directors as warranted.
Board of Directors and Committee Self-Evaluations
Throughout the year, our Board of Directors discusses corporate governance practices with management and third-party advisors, including the company’s outside legal counsel, to ensure that the Board of Directors and its committees follow practices that are optimal for the company and its stockholders. Based on an evaluation process established and implemented by our Nominating and Corporate Governance Committee pursuant to the committee’s authority set forth in its charter, the Board of Directors, each committee thereof and each director conduct an annual self-evaluation in order to determine whether the Board of Directors and its committees and directors are functioning effectively. The Nominating and Corporate Governance Committee is responsible for establishing the evaluation criteria and implementing the process for this evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board of Directors.
The assessment of the Board of Directors is administered by the chairman of the Board of Directors, and Committee assessments are administered by the applicable chairperson of each committee.
The Board of Directors and committees assess, on an annual basis, several factors they believe to be essential in the effective performance of the Board of Directors and each committee, including:
•overall effectiveness of the Board of Directors and its committees, including in relation to progress in addressing the annual board or committee priorities;
•structure and composition of the Board of Directors and committees, including with respect to director independent, skills and diversity;
•effective oversight and risk management;
•sufficient and substantive communications between the Board of Directors and the company’s management;
•facilitation of board impact on stockholder value creation; and
•suggested improvements and best practices for the Board of Directors or committees.
The Nominating and Corporate Governance Committee reviews evaluations of the Board of Directors, and each committee reviews its respective report. All evaluation responses are shared with the full Board of Directors. Following the annual evaluation process, the Board of Directors and its committees assess the opportunities and suggestions provided in the feedback received and implement updates and changes as appropriate.
Board Nomination Process
The Board of Directors considers any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the company’s bylaws.
In accordance with the Nominating and Corporate Governance Charter, the Nominating and Corporate Governance Committee determines and make recommendations to the full Board of Directors for its approval, the desired qualifications, qualities, skills and other expertise required to be considered in selecting nominees for director, such as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board of Directors and skills that are complementary to the Board of Directors, an understanding of the company’s business, an understanding of the responsibilities that are required of a member of the Board of Directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, being a member of an underrepresented community, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors.
Further, the Nominating and Corporate Governance Committee searches for, identifies, evaluates and selects, or recommends for the selection by the Board of Directors, candidates to fill new positions or vacancies on the Board of Directors consistent with the company’s director criteria, as included in the Corporate Governance Guidelines, and reviews any candidates recommended by stockholders, provided such stockholder recommendations are made in compliance with the Corporation’s bylaws and its stockholder nominations and recommendations policies and procedures. The Nominating and Corporate Governance Committee shall select prospective members of the Board of Directors that are of high character and integrity. As stated in our Corporate Governance Guidelines, the composition of the Board of Directors should reflect a diversity of
background and experience to best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment. Accordingly, the Nominating and Corporate Governance Committee, and any search firm it engages, will include women, minority and underrepresented community candidates in the pool of each director search.
Board Succession
The Nominating and Corporate Governance Committee evaluates the current size, composition, organization and governance of the Board of Directors and its committees, determines future requirements and makes recommendations to the Board of Directors for approval consistent with our director criteria.
As part of the refreshment process for the Board of Directors, the Nominating and Corporate Governance Committee evaluates the performance of individual members of the Board of Directors eligible for re-election, and selects, or recommends for the selection by the Board of Directors, the director nominees for election to the Board of Directors by the stockholders at the company’s annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected.
We also develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board of Directors, and we evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons.
The Nominating and Corporate Governance Committee does not have a written policy on the consideration of director candidates recommended by stockholders. It is the view of the Board of Directors that all candidates, whether recommended by a stockholder or the Nominating and Corporate Governance Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board of Directors and its committees. The established criteria for persons to be nominated for election to the Board of Directors and its committees, taking into account the composition of the Board of Directors as a whole, at a minimum, includes:
•character, professional ethics and integrity, judgment, and business acumen;
•proven achievement and competence in the candidate’s field;
•the ability to exercise sound business judgment;
•tenure on the Board of Directors and skills that are complementary to the Board of Directors;
•an understanding of the company’s business;
•an understanding of the responsibilities that are required of a member of the Board of Directors;
•other time commitments;
•diversity with respect to professional background, education, race, ethnicity, gender, being a member of an underrepresented community, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors; and
•for incumbent members of the Board, the past performance of the incumbent director.
In addition, the Nominating and Corporate Governance Committee and the Board of Directors consider a candidate’s experience in the healthcare industry and other relevant industries. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board of Directors with regard to these factors change from time to time to take into account changes in the company’s business and other trends, as well as the portfolio of skills and experience of current and prospective members of the Board of Directors. The Nominating and Corporate Governance Committee and the Board of Directors review and assess the continued relevance of and emphasis on these factors as part of the Board of Directors’ annual self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy the Board of Directors’ goal of creating and sustaining a Board of Directors that can appropriately support and oversee the company’s activities.
Independence of Directors
The listing rules of the Nasdaq Stock Market LLC (“Nasdaq”) generally require that independent directors constitute a majority of a listed company’s Board of Directors. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees must be an “independent director.” Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.
In addition, Audit Committee members must also disclose voting results onsatisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a Current Report on Form 8-Kmember of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that we will file withcould compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that each of our directors other than Mr. Blackford are “independent directors” as defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) within fourand the listing requirements and rules of Nasdaq. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and by us with regard to each director’s business days after the Annual Meeting. If final voting results are not availableand personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”
Board Leadership Structure
Our Corporate Governance Guidelines provide that our Board of Directors shall be free, in accordance with our bylaws, to choose its chairperson in any way that it considers in the best interests of our company, and in making this determination, directors may take into consideration the interests of other stakeholders.
Currently, our Board of Directors believes that it should maintain flexibility to select the chairperson of our Board of Directors and adjust our board leadership structure from time to filetime.
| | | | | |
| Independent Chairperson of our Board | Chief Executive Officer |
Abhijit Y. Talwalkar has served as the independent chairperson of our Board of Directors since May 2016.
Our Board of Directors believes that Mr. Talwalkar’s deep technology knowledge and extensive experience in executive and board leadership roles at other technology companies make him well qualified to serve as chair of our Board of Directors. | Quentin Blackford has served our Chief Executive Officer since October 2021.
As CEO, Mr. Blackford manages the business of the company and executes the strategy developed with our Board of Directors. |
Our Corporate Governance Guidelines also provide that, when the Board of Directors does not have an independent chairperson, our Board of Directors will appoint a Current Report on Form 8-K within four business days after“lead independent director.” In the Annual Meeting, weevent a lead independent director is appointed, he or she will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
I share an address with another stockholder, and we received only one paper copybe responsible for calling separate meetings of the proxy materials. How may I obtain an additional copyindependent directors, serving as chairperson of meetings of independent directors, serving as the principal liaison between the chairperson of the proxy materials?
We have adoptedBoard of Directors and the independent directors, being available for consultation and direct communication with major stockholders as requested and performing such other responsibilities as may be designated by a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copymajority of the Noticeindependent directors from time to time.
Presiding Director of Non-Employee Director Meetings
The non-employee directors meet in regularly scheduled executive sessions without management directors or management to promote open and honest discussion. Our independent chairman, currently Mr. Talwalkar, is the presiding director at these meetings.
Committees of Our Board of Directors
Our Board of Directors has established an Audit Committee, a Compensation and Human Capital Management Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our proxy materialsBoard of Directors. Copies of the charters for each committee are available, without charge, in the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com, by clicking on “Governance Documents and Charters” in the “Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors. Our Board of Directors also has a Special Committee which meets on an ad hoc basis, as further described below.
| | | | | | | | | | | |
| COMMITTEE MEMBERSHIPS |
| Current Members | Audit Committee | Compensation and Human Capital Management Committee | Nominating and Corporate Governance Committee |
| Abhijit Y. Talwalkar | | ● | ● |
| C. Noel Bairey Merz, M.D. | | ● | |
| Bruce G. Bodaken | | ● | ○ |
| Karen Ling | | ○ | |
| Mojdeh Poul | ● | | |
| Mark J. Rubash | ○ | | ● |
| Ralph Snyderman, M.D. | ● | | |
| Brian Yoor | ● | | |
| Total Meetings Held in 2023 | 7 | 9 | 4 |
| Average Meeting Attendance | 100% | 97% | 100% |
○ Chair● Member
Board and Committee Meetings and Attendance
Our Board of Directors and its committees meet regularly throughout the year; they also hold special meetings and act by written consent from time to multiple stockholders who sharetime. During fiscal 2023, our Board of Directors met seven times, the same address unless we have received contrary instructions from one or moreAudit Committee met seven times, the Compensation and Human Capital Management Committee met nine times, and the Nominating and Corporate Governance Committee met four times. During fiscal 2023, each member of our Board of Directors attended at least 75% of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such stockholders. This procedure reducesmember served that were held during the period in which such director served.
Board Attendance at Annual Stockholders’ Meeting
Our policy is to invite and encourage each member of our printing costs, mailing costs, and fees. Stockholders who participate in householding will continueBoard of Directors to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copypresent at our annual meetings of the Notice andstockholders. All of our proxy materials to any stockholder of record at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies and wishes to request that we only send a single copy ofthen-current directors attended the Notice and our proxy materials, such stockholder may contact the following firm, which is assisting us in the solicitation of proxies:
Broadridge Financial Solutions
Attention: Householding Department
51 Mercedes Way
Edgewood, New York 11717
Tel: 1 (866) 540-7095
Street name stockholders may contact their broker, bank or other nominee to request information about householding.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner.
For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 annual meeting of stockholders.
Audit Committee
Our Audit Committee is composed of Mojdeh Poul, Mark J. Rubash, Ralph Snyderman, M.D. and Brian Yoor. Mr. Rubash is the chair of our Audit Committee. The members of our Audit Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Each member of our Audit Committee is financially proficient. In addition, our Board of Directors has determined that Mr. Rubash is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on other members of our Audit Committee and our Board of Directors.
Our Audit Committee is responsible for, among other things, overseeing:
•our accounting and financial reporting processes and internal controls over financial reporting, as well as the audit and integrity of our financial statements;
•the qualifications, independence and performance of our registered public accounting firm;
•the design, implementation and performance of our internal audit function, if any;
•our compliance with applicable law (including U.S. federal securities laws and other legal and regulatory requirements);
•all matters related to the security of and risks related to computerized information and technology systems across our company, as well as by product and/or service (including privacy, data security, and cybersecurity matters); and
•risk assessment and risk management program, policies and procedures.
Compensation and Human Capital Management Committee
Our Compensation and Human Capital Management Committee is composed of C. Noel Bairey Merz, M.D., Bruce G. Bodaken, Karen Ling and Abhijit Y. Talwalkar. Ms. Ling is the chair of our Compensation and Human Capital Management Committee. The members of our Compensation and Human Capital Management Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Each member of this committee is also a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Our Compensation and Human Capital Management committee is responsible for, among other things:
•providing oversight of our compensation policies, plans and benefits programs and overall compensation philosophy;
•overseeing our strategies and policies related to the management of human capital;
•discharging the Board of Directors’ responsibilities relating to (1) review and recommendations to the Board of Directors regarding the compensation of our Chief Executive Officer and the non-employee directors and (2) the evaluation and approval of compensation of the other individuals who are deemed to be “officers” under Rule 16a-1(f) promulgated under the Exchange Act, or the executive officers; and
•administering our cash- and equity-based compensation plans for our directors, executive officers, and employees and granting equity awards pursuant to plans approved by our stockholders or outside of such plans.
Our Board of Directors has also established an equity award grant committee that is composed of our Chief Executive Officer, our Chief Financial Officer and our Chief People Officer (which for purposes of this committee is currently filled by our Vice President of Total Rewards & HR Operations), to make ordinary course equity awards grants to employees that are not our executive officers or non-employee directors, subject to certain limitations on the equity grant amounts per grantee and aggregate grant amounts.
Compensation and Human Capital Management Committee Interlocks and Insider Participation
The members of our Compensation and Human Capital Management committee during the year ended December 31, 2023 included C. Noel Bairey Merz, M.D., Bruce G. Bodaken, Karen Ling and Abhijit Y. Talwalkar. None of the members of the Compensation and Human Capital Management Committee in fiscal 2023 was at any time during fiscal 2023 or at any other time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During fiscal 2023, none of our executive officers served as a member of our Board of Directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation and Human Capital Management committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of Bruce G. Bodaken, Mark J. Rubash and Abhijit Y. Talwalkar. Mr. Bodaken is the chair of our Nominating and Corporate Governance Committee. The members of our Nominating and Corporate Governance Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Our Nominating and Corporate Governance Committee is responsible for, among other things:
•assisting the Board of Directors in identifying, considering and recommending candidates for membership on the Board of Directors;
•recommending members for each committee of the Board of Directors;
•developing and maintaining corporate governance policies applicable to the company, and any related matters required by applicable securities laws;
•overseeing the evaluation of the Board of Directors;
•advising the Board of Directors on corporate governance matters;
•overseeing our strategies, activities, risks and opportunities related to ESG matters; and
•reviewing and monitoring key public policy trends, issues, regulatory matters and other concerns that may affect the company.
Special Committee
Our special committee consists of Bruce G. Bodaken, Mark J. Rubash and Abhijit Y. Talwalkar. Mr. Talwalkar is the chair of our special committee. Our special committee is responsible for, among other things:
•overseeing investigations conducted by regulatory authorities and administrative proceedings or court actions related thereto;
•coordinating with management and outside legal counsel on litigation matters brought against us, including securities class action lawsuits;
•monitoring actions related to the FDA, Center for Medicare and Medicaid Services, Medicare Administrative Contractor, and other reimbursement activities; and
•reviewing employment matters including violations of our Code of Business Conduct and Ethics;
provided, that the special committee does not have authority to take or resolve to take final action on the above-listed matters and final action shall be determined by the full Board of Directors or, where applicable, a committee thereof.
Our Board of Directors’ Role in Risk Oversight
Our Board of Directors, as a whole, has responsibility for risk oversight, although the committees of our Board of Directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our Board of Directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our Board of Directors and to our personnel that are responsible for risk assessment and information about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity and tax), legal, regulatory, cybersecurity, privacy, compliance and reputational risks.
| | | | | | | | |
| THE BOARD |
| Our Board of Directors reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, as well as reports from other third-party experts from time to time, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. |
| | |
| AUDIT COMMITTEE |
| Our Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management. Our Audit Committee reviews our major financial and enterprise risk exposures, including technology, privacy, cybersecurity and other information technology risks, among other things, discusses with management, our independent auditor and our internal auditor guidelines and policies with respect to risk assessment and risk management. |
| | |
| COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE | | GOVERNANCE COMMITTEE |
| Our Compensation and Human Capital Management Committee evaluates our major compensation-related risk exposure and the steps management has taken to monitor or mitigate such exposures. | | Our Nominating and Corporate Governance Committee assesses risks relating to ESG matters. |
We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. Each committee of our Board of Directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus.
Cybersecurity and Privacy Risk Oversight
Cybersecurity is an important part of our risk management at iRhythm. Our cybersecurity program includes mitigating risks for our company and for other companies that may have access to our data and systems. Our Board of Directors recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners, and employees. The cybersecurity and privacy risk oversight responsibility of our Board of Directors and its committees is supported by our cybersecurity management reporting processes, which are designed to provide visibility to our Board of Directors and to our personnel that are responsible for risk assessment and information about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include risks from cybersecurity threats as well as competitive, economic, operational, financial, legal, regulatory, privacy, compliance, and reputational risks, among others. We understand that our customers, patients, and stakeholders entrust us with sensitive data, including Protected Health Information, and we take this responsibility seriously.
Our Board of Directors has an important role in the oversight of the company’s cybersecurity risk management and strategy and has delegated certain components of such oversight related to the security of and risks related to computerized information and technology systems across the company, as well as by risk area (including privacy, data security, and cybersecurity matters), to the Audit Committee, which regularly interacts with our Vice President of Cybersecurity (“VP of Cybersecurity”) and Chief Risk Officer (“CRO”). We also regularly engage external parties to assist in the review of our cybersecurity risk oversight processes.
We have established policies to govern the security of our systems and the protection of customer and patient data, which include regular system updates and patches, employee training on cybersecurity and HIPAA best practices, incident reporting, and the use of encryption to secure sensitive information. Our Cybersecurity department, which reports to our VP of Cybersecurity, is responsible for our cybersecurity program and our Global Risk & Integrity department, which reports to our CRO, is responsible for our privacy program as further discussed below. To identify, assess, and manage material cybersecurity risks, our Cybersecurity team uses a cybersecurity risk assessment process aligned with leading frameworks such as the National Institute of Standards and Technology’s (“NIST”) Cybersecurity Framework and HIPAA. To ensure appropriate and consistent risk evaluation and decision-making processes among our Cybersecurity and Global Risk & Integrity departments, we utilize an Adjusted Risk Rating (“ARR”) system that considers certain attributes that represent impact to the Company, and we prioritize our actions based on our ARR system. Our cybersecurity risk assessment program provides the underlying basis for the activities our Cybersecurity and Global Risk & Integrity departments take to identify and mitigate risks from, as well as develop risk management and response strategies for, evolving and emerging cybersecurity threats.
In addition, we also regularly perform phishing tests on our employees and review our training plan at least annually for appropriate updates to address results from this testing. Further, we are focused on building and maintaining a positive cybersecurity culture through a combination of trainings, educational tools, videos, and other cybersecurity awareness initiatives. On top of annual information security awareness training for our employees, we also provide focused training for certain departments. Our security training incorporates awareness of cyber threats (including malware, ransomware, and social engineering attacks), password hygiene, and incident reporting process, as well as physical security best practices.
We engage in the periodic assessment of our policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents, internally and through assessments by external providers. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, penetration testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. Assessments by external providers of our cybersecurity measures include information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness. The results of such internal and external assessments, audits, and reviews are reported to the Audit Committee and the Board of Directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.
Stockholder Engagement
iRhythm recognizes the importance of and responsibility for ongoing stockholder engagement, taking a proactive approach to ongoing investor outreach throughout the year. The Board of Directors and management build and maintain meaningful relationships with our stockholders, and we offer investors the opportunity to provide continuous insights and responses regarding our business. The Board of Directors is regularly briefed on stockholder feedback on a wide range of topics, and this feedback to our Board is instrumental to the company’s strategic decision-making process.
Our core stockholder engagement team is comprised of company personnel with varied areas of expertise, including corporate strategy, governance, financial performance, ESG and risk management, and management compensation. As needed during each engagement, this core team may be supplemented by various subject matter experts to ensure informed and meaningful conversations on the topics most important to each investor.
Engagement Cycle
Throughout the year, iRhythm provides a continuous cycle of stockholder engagement and feedback solicitation. At regular intervals during the year, we develop an outreach plan for quarterly engagements between management and key stockholders. In the spring, prior to the annual meeting, we typically reach out to our Top 15 largest stockholders to offer the opportunity to engage, with a particular emphasis on the upcoming annual meeting and related voting matters, governance topics of interest, and disclosures regarding governance changes in response to investor feedback.
During 2023, we reached out to investors representing approximately 65% of our shares outstanding as of December 31, 2023, and offering them the opportunity to discuss with us our corporate governance structure and executive compensation programs, among other topics. Additionally, the investor engagement team traveled to Europe to meet with institutional investors and stockholders based in Paris, Zurich, and London to provide an opportunity for in-depth discussion of topics of particular significance to global investors.
Communication with Directors
Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of our Board of Directors, or a specific member of our Board of Directors (including our chairperson) may do so in writing, delivered to the Corporate Secretary must receive the written proposalby registered or overnight mail at our principal executive officesoffice.
All communications are reviewed by the Corporate Secretary, in consultation with appropriate directors, as necessary, and provided to the members of our Board of Directors as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our Board of Directors will not later than December 16, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressedprovided to our principal executive offices at:directors.
The address for these communications is:
iRhythm Technologies, Inc.
Attention:c/o Corporate Secretary
699 8th Street, Suite 600
San Francisco, California 94103
Our amended
Code of Business Conduct and restated bylaws also establish an advance notice procedure for stockholders who wishEthics
We have adopted a Code of Business Conduct and Ethics that applies to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before such meeting by or at the directionall members of our Board of Directors, officers, and employees. Our Code of Business Conduct and Ethics is posted on the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com under “Governance Documents and Charters” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or (iii) properly brought beforewaiver from, a provision of our Code of Business Conduct and Ethics by posting such meeting by a stockholder of record entitled to voteinformation on our website at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the informationaddress and location specified in our amended and restated bylaws. To be timely for our 2023 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:above.
•not earlier than January 30, 2023;
Environment, Social and Governance
•not later than
iRhythm’s Approach to Environment, Social and Governance (“ESG”) Matters
At iRhythm, we believe that effectively managing ESG risks and opportunities drives business success, and that when fully integrated into the closebusiness, ESG can provide a competitive advantage. In 2023, we established formal board oversight of business on March 1, 2023.
InESG by revising the event that we hold our 2023 annual meetingcharters of stockholders more than 30 days before or more than 60 days after the one-year anniversarytwo committees of the Annual Meeting, noticeBoard of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than Directors—the close of business on the 120th day before our 2023 annual meeting of stockholders and no later than the close of business on the later of the following two dates:
•the 90th day prior to our 2023 annual meeting of stockholders; or
•the 10th day following the day on which public announcement of the date of our 2023 annual meeting of stockholders is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
You may propose director candidates for consideration by our Nominating and Corporate Governance Committee and the Compensation and Human Capital Management Committee. Any such recommendations should includeWe continue to work as an organization to advance our strategic ESG roadmap by pursuing key ESG work streams.
ESG Oversight
Given the nominee’s name and qualifications for membership onimportance of ESG to the long-term success of our business, our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”its committees play a critical role in overseeing ESG matters.
In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Amended and Restated Bylaws
A copy of our amended and restated bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our Board of Directors which is currently composed of eight members. Our directors are independent within the meaning of the listing standards of The NASDAQ Stock Market.
Our Board of Directors is currently dividedresponsible for (i) oversight of ESG risks and opportunities and (ii) the integration of ESG into three staggered classesstrategy, to the extent material to the business.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee oversees our strategies, activities, risks and opportunities related to ESG matters. The Nominating and Corporate Governance Committee has the following responsibilities with respect to ESG:
•Oversee and evaluate ESG risks, opportunities, policies, strategies, programs and our performance related to ESG matters.
•Review our ESG priority assessments and ESG reports and ensure that reporting with respect to both voluntary and involuntary ESG disclosures reflects our ESG priorities.
•Review and evaluate our goals with respect to ESG matters and monitor progress against these goals.
•Report to the Board of directors. Directors for discussion, at least annually, ESG matters that may affect our business, operations and performance, including our strategies, initiatives, policies and performance metrics with respect to ESG matters.
•Coordinate with the Audit Committee to oversee our reporting standards with respect to ESG matters and ensure compliance with legal and regulatory requirements, as and when appropriate.
•Oversee our engagement with relevant stakeholders on ESG matters, which may include customers, employees and community representatives, in addition to stockholders.
Compensation and Human Capital Management Committee
The Compensation and Human Capital Management Committee oversees our human capital management function. The Compensation and Human Capital Management Committee has the following responsibilities with respect to ESG:
•Periodically discuss with management the implementation and effectiveness of our policies, strategies, programs and practices relating to its human capital management function, including but not limited to those relating to talent development, recruiting, succession planning, career progression and retention, diversity, equity and inclusion, culture, human health and safety and total rewards.
•Periodically review and assess any human capital measures or objectives that we focus on in managing the business or are required to be disclosed by the SEC. Review and discuss annually with management the risks arising from iRhythm’s human capital management function, review the relationship between risk management policies and human capital management and evaluate policies and practices that could mitigate such risks.
Audit Committee
The Audit Committee reviews and discusses with management, our independent auditor and our internal auditor, our major financial and information technology risk exposures and the steps management has taken to monitor and control those exposures. The Audit Committee also, at least annually, updates the Board of Directors on information technology cybersecurity control environment.
The Audit Committee also oversees our business continuity and disaster preparedness planning.
ESG Steering Committee
The purpose of the ESG Steering Committee is to (i) establish programs, policies and practices relating to ESG matters and (ii) assist the Nominating and Corporate Governance Committee in fulfilling its oversight responsibilities with respect to ESG matters. The ESG Steering Committee is chaired by our Chief Risk Officer, who is the executive leader with oversight of ESG, compliance, privacy, SOX, internal audit, enterprise risk management, and diversity, equity and inclusion.
ESG Working Groups
We have established four ESG Working Groups: (i) Climate and Environmental Sustainability, (ii) Human Capital Management, (iii) Human Rights and (iv) Legal, Risk and Disclosure. Our ESG Working Groups are responsible for tactically advancing the ESG workstreams in our strategic ESG roadmap.
ESG Priority Topics
In 2022, we conducted our first ESG Priority Assessment, one of the resources that guides our overall ESG strategy. The ESG Priority Assessment was designed to identify the environmental, social and governance topics with the greatest impact on our business strategy, operations and value creation. Through this process, we identified a list of 33 relevant ESG issues and opportunities that were consolidated into 12 ESG topics using the outputs from our business analysis, peer benchmarking and review of stockholder priorities. To prioritize the 12 ESG topics and conduct an inventory of recently completed and ongoing workstreams, we engaged with members of our leadership team and internal technical specialists closest to the relevant issues and opportunities. Using questionnaires and targeted interviews, we collected data on the relative importance of the ESG topics and their potential impacts on our business and success. As risks change over time, we will review and refresh our priority assessment regularly to keep track of evolving ESG priorities and support program relevance and effectiveness. ESG priority topics identified included the following:
Access and Affordability
Access and affordability are high priority ESG topics for the life sciences industry. As a leading digital healthcare company, our vision is to provide better health for all, and we work to ensure fair pricing practices given our customer base while we find and realize new opportunities associated with expanded access to health care. We aim to provide the best clinical care to the patient, irrespective of their ability to pay. We are dedicated to helping patients get the care they need and have demonstrated a commitment to providing financial support for those patients who need it.
Human Capital Management and Diversity, Equity and Inclusion
At iRhythm, the growth and success of our employees is a top priority, as it impacts our performance as a digital healthcare company and our ability to redefine the way cardiac arrhythmias are clinically diagnosed. We are committed to an inclusive and representative culture. We recognize, celebrate and leverage a diversity of ideas, skills and experiences, and this approach defines how we build our teams, cultivate leaders, and create an inclusive environment where each annual meetingemployee can bring their full self to work.
Product Development and Safety
The safe and effective treatment of stockholders,patients is crucial to the success of the company. Our quality management system is designed to ensure best practice in safety and quality and is certified to ISO 13485. Additionally, we have earned The Joint Commission’s Gold Seal of Approval® for Ambulatory Health Care Accreditation by demonstrating continuous compliance with its nationally recognized standards. The Gold Seal of Approval® is a classsymbol of directorsquality that reflects an organization’s commitment to providing safe and effective patient care.
Sustainability
We recognize that environmental sustainability is integral to producing world-class products, and we see environmental sustainability and efficiency as important sources of value creation at iRhythm. Having a strong sustainability program in place is important to meet the growing expectations of our stakeholders, including patients, providers and stockholders. And we see our sustainability strategy as a key cost saving initiative, where reductions in the amount of materials used in our products, improvements in the energy efficiency of our products and expanding circularity measures at the end of our product lifecycle help to improve our bottom line.
Our sustainability strategy covers our own operational footprint, including our limited use of energy and water, efforts to minimize the amount of waste generated and managing climate-related risks and greenhouse gas emissions. As the leading provider of single-use cardiac diagnostic devices, our sustainability strategy also includes efforts to minimize the environmental impact of our products. As part of our sustainability mission, we have achieved a 79% landfill waste diversion rate as of the end of 2023 and continue to footprint our carbon emissions. We are continually improving our environmental, health and safety program through benchmarking and the adoption of better practices.
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| Health & Safety | Unit | 2023 | 2022 |
| Lost Time Injury Frequency Rate (LTIFR) | # of lost time injuries per 1,000,000 hours worked. | 0.20 | 0.27 |
| Total Recordable Incident Rate (TRIR) | # recordable incidents per 100 FTEs. | 0.86 | 0.45 |
| Days Away, Restricted, or Transfer (DART) | # of injuries and/or illnesses per 100 FTEs that result in days away from work, job restriction, or job transfer. | 0.65 | 0.45 |
| Fatalities | # | 0 | 0 |
| | | |
| Environment | Unit | 2023 | 2022 |
| Environmental Regulatory Inspections across our Locations | # | 1 | 1 |
| Environmental Notices of Violations across our Locations | # | 0 | 0 |
| Landfill Waste Diversion Rate | Percentage of waste that is recycled, composted, or otherwise diverted from landfill disposal. | 79 | % | 48 | % |
| Electricity Consumption across our Locations | MWh | 1,630.20 | 1,825.78 |
| Water Consumption in Manufacturing Location(s) | CCF | 1,427.00 | 1,343.00 |
| Scope 1 GHG Emissions | (mtCO2e) | 6.01 | 67.07 |
| Scope 2 GHG Emissions (Location based) | (mtCO2e) | 506.41 | 541.03 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Our Board of Directors will be composed of nine members. At the Annual Meeting, each of our director nominees will be elected for a one-year term. Each director’s term to succeedcontinues until the same class whose term is then expiring.election and qualification of his or her successor, or such director’s earlier death, resignation, or removal.
The following table sets forth the names, ages as of March 31, 2022, and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our Board of Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors with Terms Expiring at the Annual Meeting/Nominees |
| Class |
| Age |
| Position |
| Director Since |
| Current Term Expires |
| Expiration of Term For Which Nominated |
Cathleen Noel Bairey Merz, M.D. (2) |
| II |
| 66 |
| Director |
| 2018 |
| 2022 |
| 2023 |
Mark J. Rubash (1)(3)(4) |
| II |
| 64 |
| Director | | 2016 |
| 2022 |
| 2023 |
Renee Budig (1) |
| II |
| 61 |
| Director |
| 2020 |
| 2022 |
| 2023 |
Ralph Snyderman, M.D (1) |
| III |
| 82 |
| Director |
| 2017 |
| 2022 |
| 2023 |
Abhijit Y. Talwalkar (2)(3)(4) |
| III |
| 58 |
| Director and Chairman of the Board |
| 2016 |
| 2022 |
| 2023 |
Bruce G. Bodaken (2)(3)(4) | | III | | 70 | | Director | | 2017 | | 2022 | | 2023 |
| Continuing Directors |
|
|
|
|
|
|
|
|
|
|
|
|
| Quentin S. Blackford | | I | | 43 | | President, Chief Executive Officer, Director | | 2022 | | 2023 | | — | |
Karen Ling (2) | | I | | 58 | | Director | | 2022 | | 2023 | | — | |
(1)Member of our Audit Committee
(2)Member of our Compensation and Talent Management Committee
(3)Member of our Nominating and Corporate Governance Committee
(4)Member of our Special Committee
NomineesBoard Leadership Structure
Our Corporate Governance Guidelines provide that our Board of Directors shall be free, in accordance with our bylaws, to choose its chairperson in any way that it considers in the best interests of our company, and in making this determination, directors may take into consideration the interests of other stakeholders.
Currently, our Board of Directors believes that it should maintain flexibility to select the chairperson of our Board of Directors and adjust our board leadership structure from time to time.
| | | | | |
| Independent Chairperson of our Board | Chief Executive Officer |
Abhijit Y. Talwalkar has served as the independent chairperson of our Board of Directors since May 2016.
Our Board of Directors believes that Mr. Talwalkar’s deep technology knowledge and extensive experience in executive and board leadership roles at other technology companies make him well qualified to serve as chair of our Board of Directors. | Quentin Blackford has served our Chief Executive Officer since October 2021.
As CEO, Mr. Blackford manages the business of the company and executes the strategy developed with our Board of Directors. |
Our Corporate Governance Guidelines also provide that, when the Board of Directors does not have an independent chairperson, our Board of Directors will appoint a “lead independent director.” In the event a lead independent director is appointed, he or she will be responsible for Directorcalling separate meetings of the independent directors, serving as chairperson of meetings of independent directors, serving as the principal liaison between the chairperson of the Board of Directors and the independent directors, being available for consultation and direct communication with major stockholders as requested and performing such other responsibilities as may be designated by a majority of the independent directors from time to time.
Cathleen
Presiding Director of Non-Employee Director Meetings
The non-employee directors meet in regularly scheduled executive sessions without management directors or management to promote open and honest discussion. Our independent chairman, currently Mr. Talwalkar, is the presiding director at these meetings.
Committees of Our Board of Directors
Our Board of Directors has established an Audit Committee, a Compensation and Human Capital Management Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board of Directors. Copies of the charters for each committee are available, without charge, in the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com, by clicking on “Governance Documents and Charters” in the “Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors. Our Board of Directors also has a Special Committee which meets on an ad hoc basis, as further described below.
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| COMMITTEE MEMBERSHIPS |
| Current Members | Audit Committee | Compensation and Human Capital Management Committee | Nominating and Corporate Governance Committee |
| Abhijit Y. Talwalkar | | ● | ● |
| C. Noel Bairey Merz, M.D. | | ● | |
| Bruce G. Bodaken | | ● | ○ |
| Karen Ling | | ○ | |
| Mojdeh Poul | ● | | |
| Mark J. Rubash | ○ | | ● |
| Ralph Snyderman, M.D. | ● | | |
| Brian Yoor | ● | | |
| Total Meetings Held in 2023 | 7 | 9 | 4 |
| Average Meeting Attendance | 100% | 97% | 100% |
○ Chair● Member
Board and Committee Meetings and Attendance
Our Board of Directors and its committees meet regularly throughout the year; they also hold special meetings and act by written consent from time to time. During fiscal 2023, our Board of Directors met seven times, the Audit Committee met seven times, the Compensation and Human Capital Management Committee met nine times, and the Nominating and Corporate Governance Committee met four times. During fiscal 2023, each member of our Board of Directors attended at least 75% of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were held during the period in which such director served.
Board Attendance at Annual Stockholders’ Meeting
Our policy is to invite and encourage each member of our Board of Directors to be present at our annual meetings of stockholders. All of our then-current directors attended the 2023 annual meeting of stockholders.
Audit Committee
Our Audit Committee is composed of Mojdeh Poul, Mark J. Rubash, Ralph Snyderman, M.D. and Brian Yoor. Mr. Rubash is the chair of our Audit Committee. The members of our Audit Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Each member of our Audit Committee is financially proficient. In addition, our Board of Directors has determined that Mr. Rubash is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on other members of our Audit Committee and our Board of Directors.
Our Audit Committee is responsible for, among other things, overseeing:
•our accounting and financial reporting processes and internal controls over financial reporting, as well as the audit and integrity of our financial statements;
•the qualifications, independence and performance of our registered public accounting firm;
•the design, implementation and performance of our internal audit function, if any;
•our compliance with applicable law (including U.S. federal securities laws and other legal and regulatory requirements);
•all matters related to the security of and risks related to computerized information and technology systems across our company, as well as by product and/or service (including privacy, data security, and cybersecurity matters); and
•risk assessment and risk management program, policies and procedures.
Compensation and Human Capital Management Committee
Our Compensation and Human Capital Management Committee is composed of C. Noel Bairey Merz, M.D M.D., Bruce G. Bodaken, Karen Ling and Abhijit Y. Talwalkar. Ms. Ling is the chair of our Compensation and Human Capital Management Committee. The members of our Compensation and Human Capital Management Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Each member of this committee is also a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Our Compensation and Human Capital Management committee is responsible for, among other things:
•providing oversight of our compensation policies, plans and benefits programs and overall compensation philosophy;
•overseeing our strategies and policies related to the management of human capital;
•discharging the Board of Directors’ responsibilities relating to (1) review and recommendations to the Board of Directors regarding the compensation of our Chief Executive Officer and the non-employee directors and (2) the evaluation and approval of compensation of the other individuals who are deemed to be “officers” under Rule 16a-1(f) promulgated under the Exchange Act, or the executive officers; and
•administering our cash- and equity-based compensation plans for our directors, executive officers, and employees and granting equity awards pursuant to plans approved by our stockholders or outside of such plans.
Our Board of Directors has also established an equity award grant committee that is composed of our Chief Executive Officer, our Chief Financial Officer and our Chief People Officer (which for purposes of this committee is currently filled by our Vice President of Total Rewards & HR Operations), to make ordinary course equity awards grants to employees that are not our executive officers or non-employee directors, subject to certain limitations on the equity grant amounts per grantee and aggregate grant amounts.
Compensation and Human Capital Management Committee Interlocks and Insider Participation
The members of our Compensation and Human Capital Management committee during the year ended December 31, 2023 included C. Noel Bairey Merz, M.D., Bruce G. Bodaken, Karen Ling and Abhijit Y. Talwalkar. None of the members of the Compensation and Human Capital Management Committee in fiscal 2023 was at any time during fiscal 2023 or at any other time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During fiscal 2023, none of our executive officers served as a member of our Board of Directors, since April 2018. Dr. Bairey Merz has been the Medical Directoror as a member of the Preventivecompensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation and Rehabilitative Center atHuman Capital Management committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of Bruce G. Bodaken, Mark J. Rubash and Abhijit Y. Talwalkar. Mr. Bodaken is the Cedars-Sinai Medical Centerchair of our Nominating and Corporate Governance Committee. The members of our Nominating and Corporate Governance Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Our Nominating and Corporate Governance Committee is responsible for, among other things:
•assisting the Board of Directors in Los Angeles, California, since 1991. She also has beenidentifying, considering and recommending candidates for membership on the Medical Director and Endowed ChairBoard of Directors;
•recommending members for each committee of the Barbra Streisand Women’s HeartBoard of Directors;
•developing and maintaining corporate governance policies applicable to the company, and any related matters required by applicable securities laws;
•overseeing the evaluation of the Board of Directors;
•advising the Board of Directors on corporate governance matters;
•overseeing our strategies, activities, risks and opportunities related to ESG matters; and
•reviewing and monitoring key public policy trends, issues, regulatory matters and other concerns that may affect the company.
Special Committee
Our special committee consists of Bruce G. Bodaken, Mark J. Rubash and Abhijit Y. Talwalkar. Mr. Talwalkar is the chair of our special committee. Our special committee is responsible for, among other things:
•overseeing investigations conducted by regulatory authorities and administrative proceedings or court actions related thereto;
•coordinating with management and outside legal counsel on litigation matters brought against us, including securities class action lawsuits;
•monitoring actions related to the FDA, Center atfor Medicare and Medicaid Services, Medicare Administrative Contractor, and other reimbursement activities; and
•reviewing employment matters including violations of our Code of Business Conduct and Ethics;
provided, that the Smidt Cedars-Sinai Heart Institute since 2001, and a Professor of Medicine at Cedars-Sinai Medical Center and the David Geffen School of Medicine at the University of California at Los Angeles. From 2005special committee does not have authority to 2009, she servedtake or resolve to take final action on the Scientific Advisoryabove-listed matters and final action shall be determined by the full Board of CV Therapeutics, Inc. She alsoDirectors or, where applicable, a committee thereof.
Our Board of Directors’ Role in Risk Oversight
Our Board of Directors, as a whole, has extensive experience on nonprofit boards, councils,responsibility for risk oversight, although the committees of our Board of Directors oversee and guideline panels ,includingreview risk areas that are particularly relevant to them. The risk oversight responsibility of our Board of Directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our Board of Directors and to our personnel that are responsible for risk assessment and information about the American Collegeidentification, assessment and management of Cardiology, the American Heart Associationcritical risks and the National Heart, Lung,management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity and Blood Institute. Since 2016, Dr. Bairey Merz has been servingon multiple editorial boards, including the Journal of the American College of Cardiology, Circulation,tax), legal, regulatory, cybersecurity, privacy, compliance and European Heart Journal.Dr. Bairey Merz holds a B.A. (Honors) in Biological Sciences from the University of Chicago and an M.D. (Honors) from Harvard Medical School. She completed her training in Internal Medicine at the University of California, San Francisco,and Cardiology at Cedars-Sinai Medical Center.reputational risks.
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| THE BOARD |
| Our Board of Directors reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, as well as reports from other third-party experts from time to time, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. |
| | |
| AUDIT COMMITTEE |
| Our Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management. Our Audit Committee reviews our major financial and enterprise risk exposures, including technology, privacy, cybersecurity and other information technology risks, among other things, discusses with management, our independent auditor and our internal auditor guidelines and policies with respect to risk assessment and risk management. |
| | |
| COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE | | GOVERNANCE COMMITTEE |
| Our Compensation and Human Capital Management Committee evaluates our major compensation-related risk exposure and the steps management has taken to monitor or mitigate such exposures. | | Our Nominating and Corporate Governance Committee assesses risks relating to ESG matters. |
We believe this division of responsibilities is an effective approach for addressing the risks we face and that Dr. Bairey Merzour board leadership structure supports this approach. Each committee of our Board of Directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus.
Cybersecurity and Privacy Risk Oversight
Cybersecurity is qualifiedan important part of our risk management at iRhythm. Our cybersecurity program includes mitigating risks for our company and for other companies that may have access to serveour data and systems. Our Board of Directors recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners, and employees. The cybersecurity and privacy risk oversight responsibility of our Board of Directors and its committees is supported by our cybersecurity management reporting processes, which are designed to provide visibility to our Board of Directors and to our personnel that are responsible for risk assessment and information about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include risks from cybersecurity threats as well as competitive, economic, operational, financial, legal, regulatory, privacy, compliance, and reputational risks, among others. We understand that our customers, patients, and stakeholders entrust us with sensitive data, including Protected Health Information, and we take this responsibility seriously.
Our Board of Directors has an important role in the oversight of the company’s cybersecurity risk management and strategy and has delegated certain components of such oversight related to the security of and risks related to computerized information and technology systems across the company, as well as by risk area (including privacy, data security, and cybersecurity matters), to the Audit Committee, which regularly interacts with our Vice President of Cybersecurity (“VP of Cybersecurity”) and Chief Risk Officer (“CRO”). We also regularly engage external parties to assist in the review of our cybersecurity risk oversight processes.
We have established policies to govern the security of our systems and the protection of customer and patient data, which include regular system updates and patches, employee training on cybersecurity and HIPAA best practices, incident reporting, and the use of encryption to secure sensitive information. Our Cybersecurity department, which reports to our VP of Cybersecurity, is responsible for our cybersecurity program and our Global Risk & Integrity department, which reports to our CRO, is responsible for our privacy program as further discussed below. To identify, assess, and manage material cybersecurity risks, our Cybersecurity team uses a cybersecurity risk assessment process aligned with leading frameworks such as the National Institute of Standards and Technology’s (“NIST”) Cybersecurity Framework and HIPAA. To ensure appropriate and consistent risk evaluation and decision-making processes among our Cybersecurity and Global Risk & Integrity departments, we utilize an Adjusted Risk Rating (“ARR”) system that considers certain attributes that represent impact to the Company, and we prioritize our actions based on our ARR system. Our cybersecurity risk assessment program provides the underlying basis for the activities our Cybersecurity and Global Risk & Integrity departments take to identify and mitigate risks from, as well as develop risk management and response strategies for, evolving and emerging cybersecurity threats.
In addition, we also regularly perform phishing tests on our employees and review our training plan at least annually for appropriate updates to address results from this testing. Further, we are focused on building and maintaining a positive cybersecurity culture through a combination of trainings, educational tools, videos, and other cybersecurity awareness initiatives. On top of annual information security awareness training for our employees, we also provide focused training for certain departments. Our security training incorporates awareness of cyber threats (including malware, ransomware, and social engineering attacks), password hygiene, and incident reporting process, as well as physical security best practices.
We engage in the periodic assessment of our policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents, internally and through assessments by external providers. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, penetration testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. Assessments by external providers of our cybersecurity measures include information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness. The results of such internal and external assessments, audits, and reviews are reported to the Audit Committee and the Board of Directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.
Stockholder Engagement
iRhythm recognizes the importance of and responsibility for ongoing stockholder engagement, taking a proactive approach to ongoing investor outreach throughout the year. The Board of Directors and management build and maintain meaningful relationships with our stockholders, and we offer investors the opportunity to provide continuous insights and responses regarding our business. The Board of Directors is regularly briefed on stockholder feedback on a wide range of topics, and this feedback to our Board is instrumental to the company’s strategic decision-making process.
Our core stockholder engagement team is comprised of company personnel with varied areas of expertise, including corporate strategy, governance, financial performance, ESG and risk management, and management compensation. As needed during each engagement, this core team may be supplemented by various subject matter experts to ensure informed and meaningful conversations on the topics most important to each investor.
Engagement Cycle
Throughout the year, iRhythm provides a continuous cycle of stockholder engagement and feedback solicitation. At regular intervals during the year, we develop an outreach plan for quarterly engagements between management and key stockholders. In the spring, prior to the annual meeting, we typically reach out to our Top 15 largest stockholders to offer the opportunity to engage, with a particular emphasis on the upcoming annual meeting and related voting matters, governance topics of interest, and disclosures regarding governance changes in response to investor feedback.
During 2023, we reached out to investors representing approximately 65% of our shares outstanding as of December 31, 2023, and offering them the opportunity to discuss with us our corporate governance structure and executive compensation programs, among other topics. Additionally, the investor engagement team traveled to Europe to meet with institutional investors and stockholders based in Paris, Zurich, and London to provide an opportunity for in-depth discussion of topics of particular significance to global investors.
Communication with Directors
Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of our Board of Directors, or a specific member of our Board of Directors because of her medical experience(including our chairperson) may do so in writing, delivered to the Corporate Secretary by registered or overnight mail at our principal executive office.
All communications are reviewed by the Corporate Secretary, in consultation with appropriate directors, as necessary, and her experience with for-profit and non-profit organizations.
Mark J. Rubash has served as a memberprovided to the members of our Board of Directors since March 2016. Most recently, from November 2016as appropriate. Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to August 2018, Mr. Rubash served as a Strategic Advisor to Eventbrite, Inc., a publicly-held e-commerce company, where he previously served as the Chief Financial Officer from June 2013 to November 2016. Prior to Eventbrite, Mr. Rubash was the Chief Financial Officer at HeartFlow, Inc., a privately-held medical device company, which he joined in March 2012,duties and at Shutterfly, Inc., a publicly-held e-commerce company, which he joined in November 2007. Mr. Rubash was also the Chief Financial Officer of Deem, Inc. (formerly, Rearden Commerce), a privately-held e-commerce company, from August 2007 to November 2007. From February 2007 to August 2007, Mr. Rubash was a Senior Vice President at Yahoo! Inc. and he held various senior finance positions at eBay Inc. from February 2001 to July 2005. Prior to that, Mr. Rubash was an audit partner at PricewaterhouseCoopers LLP, where he was most recently the Global Leader for their Internet Industry Practice and Managing Partner for their Silicon Valley Software Industry Practice. Mr. Rubash has served as a member of the board of directors and Chairman of the audit committee of Intuitive Surgical, Inc., a medical device company, since October 2007, as a member of the board of directors and Chairman of the audit committee of Line 6,
Inc., a music technology company, from April 2007 to January 2014, as a member of the board of directors and audit committee of IronPlanet, Inc., a privately-held e-commerce platform for used heavy equipment, from March 2010 to May 2017, and as Chairman of the audit committee from October 2015 to May 2017. Mr. Rubash received his B.S. in Accounting from California State University, Sacramento.
We believe that Mr. Rubash is qualified to serve as a memberresponsibilities of our Board of Directors becausewill not be provided to directors.
The address for these communications is:
iRhythm Technologies, Inc.
c/o Corporate Secretary
699 8th Street, Suite 600
San Francisco, California 94103
Code of his financial expertiseBusiness Conduct and his experience with privateEthics
We have adopted a Code of Business Conduct and public company financial accounting matters and risk management.
Renee Budig has served as a memberEthics that applies to all members of our Board of Directors, since April 2020. Ms. Budig has served asofficers, and employees. Our Code of Business Conduct and Ethics is posted on the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com under “Governance Documents and Charters” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a memberprovision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.
Environment, Social and Governance
iRhythm’s Approach to Environment, Social and Governance (“ESG”) Matters
At iRhythm, we believe that effectively managing ESG risks and opportunities drives business success, and that when fully integrated into the business, ESG can provide a competitive advantage. In 2023, we established formal board oversight of ESG by revising the charters of two committees of the boardBoard of directorsDirectors—the Nominating and as Chair of the audit committee of Chegg, Inc. since November 2015. Since September 2012, Ms. Budig has served as the Executive Vice President and Chief Financial Officer of CBS Interactive, a division of ViacomCBS, the world’s largest publisher of premium digital content and a perennial top 10 Internet company. Previously, Ms. Budig served as Chief Financial Officer of Hightail, Inc. (formerly branded YouSendIt and acquired by OpenText), a cloud service that allowed users to send, receive, digitally sign and synchronize files. Prior, Ms. Budig was the Vice President of Finance at Netflix, Inc.Corporate Governance Committee and the Vice PresidentCompensation and Human Capital Management Committee. We continue to work as an organization to advance our strategic ESG roadmap by pursuing key ESG work streams.
ESG Oversight
Given the importance of Finance for Veritas Software. Ms. Budig holds a B.S. in Business Administration fromESG to the Universitylong-term success of California, Berkeley.
We believe that Ms. Budig is qualified to serve as a member ofour business, our Board of Directors because of her extensive financial experience asand its committees play a chief financial officer and her experience serving on the board of directors and the audit committee of another public company.critical role in overseeing ESG matters.
Bruce G. Bodaken has served as a member of our Board of Directors since July 2017. Mr. Bodaken served as Chairman and CEO of Blue Shield of California from 2000 to 2012, where he was responsible for strategy and management of California’s third largest insurer. He previously served as Blue Shield of California’s President and COO from 1996 to 2000. Mr. Bodaken has served on the board of directors of Rite Aid Corporation since May 2013. Mr. Bodaken was a visiting scholar at the Brookings Institution from 2013-2015 and a visiting lecturer at the University of California School of Public Health from 2013-2016. Mr. Bodaken holds a M.A. from the University of Colorado and a B.A. from Colorado State University.
We believe that Mr. Bodaken is qualified to serve as a member of our Board of Directors because of his extensive business experience in the healthcare industry.
Ralph Snyderman, M.D., has served as a member of our Board of Directors since July 2017. Dr. Snyderman is Chancellor Emeritus, James B. Duke Professor of Medicine, and Director of the Center for Research on Personalized Health Care at Duke University. From 1989 to 2004, he served as Chancellor for Health Affairs at Duke and was the founding CEO and President of the Duke University Health System. Simultaneously, from 2006 to 2009, he was a venture partner with New Enterprise Associates, a venture capital firm. Dr. Snyderman currently serves on the board of directors of CareDx, Inc., Liquida Technologies, Inc., Sengenix, Inc., Veritas Collaborative Holdings, and Essential Health Solutions, Inc. He previously served on the Board of Directors of The Procter and Gamble Company (P&G), Pharmaceutical Product Development, LLC (PPD), Trevena, Inc., Crescendo Bioscience, Inc. and Targacept, Inc. Dr. Snyderman is a member of the Association of American Physicians, where he served as president from 2003 to 2004, the Association of American Medical Colleges, where he served as chair from 2001 to 2002, the National Academy of Medicine, and the American Academy of Arts & Sciences. Dr. Snyderman holds a B.S. in Pre-Medical Studies from Washington College and an M.D. from the State University of New York, Downstate Medical Center. He completed his internship and residency in Medicine at Duke University.
We believe that Dr. Snyderman is qualified to serve as a member of our Board of Directors because of his extensive experience serving on the board of directors of public and private companies and his knowledge of the healthcare industry.
Abhijit Y. Talwalkar has served as a member and Chairman of our Board of Directors since May 2016. Mr. Talwalkar is the former President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, a position he held from May 2005 until the completion of LSI’s merger with Avago Technologies in May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation. At Intel, he held a number of senior management positions, including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications business, and Vice President and General Manager for the Intel Enterprise Platform Group. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer, Bipolar Integrated Technology, Inc., a VLSI
bipolar semiconductor company, and Lattice Semiconductor Inc., a service driven developer of programmable design solutions. Mr. Talwalkar has served on the board of directors for Advanced Micro Devices, a leading provider of high-performance computing, graphics, and visualization solutions since August 2017. Since March 2017, Mr. Talwalkar has served as a member of the board of directors of TE Connectivity Ltd. and previously served as an advisor to the board of directors since August 2016. Since 2011, Mr. Talwalkar has served on the boardof directors of Lam Research Corporation and has previously served as a member of the board of directors of LSI from May 2005 to May 2014 and the U.S. Semiconductor Industry Association, a semiconductor industry trade association, from May 2005 to May 2014. He has served as the Chairman of the Bay Area chapter of the nationwide nonprofit organization Friends of the Children since January 2015. He holds aB.S. in Electrical Engineering from Oregon State University.
We believe that Mr. Talwalkar is qualified to serve as Chairman of our Board of Directors because of his experience in leadership roles at major technology companies and his years of experience serving on public company boards of directors.
Continuing Directors
Quentin S. Blackford joined iRhythm in 2021 and serves as the President and Chief Executive Officer. Prior to joining iRhythm, Mr. Blackford was the Chief Operating Officer at Dexcom, where he was responsible for global operations, strategic development, and strategic growth. He also served as its Chief Financial Officer. Mr. Blackford held several leadership positions at NuVasive, including Executive Vice President, Chief Financial Officer, and Head of Strategy and Corporate Integrity. Mr. Blackford worked at Zimmer Holdings, Inc. leading the organization’s Global Financial Planning and Analysis group, in addition to serving as Director of Finance and Controller of the Dental Division. Mr. Blackford has served as an independent member of the Board of Directors of Alphatec Holdings, Inc. since October 2017. He is a Certified Public Accountant (inactive) and received dual Bachelor of Science degrees in Accounting and Business Administration from Grace College.
We believe that Mr. Blackford is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer, his extensive business experience and knowledge of digital healthcare company operations, and his experience working with companies, regulators and other stakeholders in the medical industry.
Karen Ling recently retired from her role as Executive Vice President and Chief Human Resources Officer for American International Group, Inc. (“AIG”), a position she had held since July 2019. In this role, Ms. Ling oversaw all aspects of human capital management, including talent acquisition, training, development, compensation and benefits, and diversity and inclusion. From July 2014 until joining AIG, Ms. Ling served as Executive Vice President and Chief Human Resources Officer at Allergan plc., a pharmaceutical company. In this capacity, Ms. Ling developed and oversaw a global HR strategy during a period of transition that included successfully launching new company-wide HR resources and cultural initiatives. Previously Ms. Ling was Senior Vice President, Human Resources for Merck & Co., Inc.’s Global Human Health and Consumer Care businesses worldwide. Prior to Merck, she was Group Vice President, Global Compensation & Benefits at Schering-Plough. Ms. Ling also spent 14 years at Wyeth in various positions of increasing responsibility developing HR strategies for business units and working in Wyeth’s Labor & Employment Department. Ms. Ling holds a JD from Boston University School of Law and a B.A. in Economics from Yale University.
We believe that Ms. Ling is qualified to serve as a member of our Board of Directors because of her Human Resources experience and leadership roles at major healthcare and technology companies.
Board Diversity Matrix (as of April 14, 2022)
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| Bairey Merz | Blackford | Bodaken | Budig | Ling | Rubash | Snyderman | Talwalkar |
| Tenure and Independence | | | | | | | | |
| Tenure (years) | 4 | | 5 | 2 | | 6 | 5 | 6 |
| Independence | • | | • | • | • | • | • | • |
| Demographics | | | | | | | | |
| Age | 66 | 43 | 70 | 61 | 58 | 64 | 82 | 58 |
| Gender Identity | F | M | M | F | F | M | M | M |
| African American or Black | | | | | | | | |
| Asian | | | | | • | | | • |
| Hispanic or Latinx | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | |
| White | • | • | • | • | | • | • | |
| LGBTQ+ | | | | | | | | |
Director Independence
Our common stock is listed on The NASDAQ Global Select Market. Under the listing standards of The NASDAQ Stock Market, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of The NASDAQ Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of The NASDAQ Stock Market, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of The NASDAQ Stock Market. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of The NASDAQ Stock Market.
Our Board of Directors is responsible for (i) oversight of ESG risks and opportunities and (ii) the integration of ESG into strategy, to the extent material to the business.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee oversees our strategies, activities, risks and opportunities related to ESG matters. The Nominating and Corporate Governance Committee has undertakenthe following responsibilities with respect to ESG:
•Oversee and evaluate ESG risks, opportunities, policies, strategies, programs and our performance related to ESG matters.
•Review our ESG priority assessments and ESG reports and ensure that reporting with respect to both voluntary and involuntary ESG disclosures reflects our ESG priorities.
•Review and evaluate our goals with respect to ESG matters and monitor progress against these goals.
•Report to the Board of Directors for discussion, at least annually, ESG matters that may affect our business, operations and performance, including our strategies, initiatives, policies and performance metrics with respect to ESG matters.
•Coordinate with the Audit Committee to oversee our reporting standards with respect to ESG matters and ensure compliance with legal and regulatory requirements, as and when appropriate.
•Oversee our engagement with relevant stakeholders on ESG matters, which may include customers, employees and community representatives, in addition to stockholders.
Compensation and Human Capital Management Committee
The Compensation and Human Capital Management Committee oversees our human capital management function. The Compensation and Human Capital Management Committee has the following responsibilities with respect to ESG:
•Periodically discuss with management the implementation and effectiveness of our policies, strategies, programs and practices relating to its human capital management function, including but not limited to those relating to talent development, recruiting, succession planning, career progression and retention, diversity, equity and inclusion, culture, human health and safety and total rewards.
•Periodically review and assess any human capital measures or objectives that we focus on in managing the business or are required to be disclosed by the SEC. Review and discuss annually with management the risks arising from iRhythm’s human capital management function, review the relationship between risk management policies and human capital management and evaluate policies and practices that could mitigate such risks.
Audit Committee
The Audit Committee reviews and discusses with management, our independent auditor and our internal auditor, our major financial and information technology risk exposures and the steps management has taken to monitor and control those exposures. The Audit Committee also, at least annually, updates the Board of Directors on information technology cybersecurity control environment.
The Audit Committee also oversees our business continuity and disaster preparedness planning.
ESG Steering Committee
The purpose of the ESG Steering Committee is to (i) establish programs, policies and practices relating to ESG matters and (ii) assist the Nominating and Corporate Governance Committee in fulfilling its oversight responsibilities with respect to ESG matters. The ESG Steering Committee is chaired by our Chief Risk Officer, who is the executive leader with oversight of ESG, compliance, privacy, SOX, internal audit, enterprise risk management, and diversity, equity and inclusion.
ESG Working Groups
We have established four ESG Working Groups: (i) Climate and Environmental Sustainability, (ii) Human Capital Management, (iii) Human Rights and (iv) Legal, Risk and Disclosure. Our ESG Working Groups are responsible for tactically advancing the ESG workstreams in our strategic ESG roadmap.
ESG Priority Topics
In 2022, we conducted our first ESG Priority Assessment, one of the resources that guides our overall ESG strategy. The ESG Priority Assessment was designed to identify the environmental, social and governance topics with the greatest impact on our business strategy, operations and value creation. Through this process, we identified a list of 33 relevant ESG issues and opportunities that were consolidated into 12 ESG topics using the outputs from our business analysis, peer benchmarking and review of stockholder priorities. To prioritize the independence12 ESG topics and conduct an inventory of recently completed and ongoing workstreams, we engaged with members of our leadership team and internal technical specialists closest to the relevant issues and opportunities. Using questionnaires and targeted interviews, we collected data on the relative importance of the ESG topics and their potential impacts on our business and success. As risks change over time, we will review and refresh our priority assessment regularly to keep track of evolving ESG priorities and support program relevance and effectiveness. ESG priority topics identified included the following:
Access and Affordability
Access and affordability are high priority ESG topics for the life sciences industry. As a leading digital healthcare company, our vision is to provide better health for all, and we work to ensure fair pricing practices given our customer base while we find and realize new opportunities associated with expanded access to health care. We aim to provide the best clinical care to the patient, irrespective of their ability to pay. We are dedicated to helping patients get the care they need and have demonstrated a commitment to providing financial support for those patients who need it.
Human Capital Management and Diversity, Equity and Inclusion
At iRhythm, the growth and success of our employees is a top priority, as it impacts our performance as a digital healthcare company and our ability to redefine the way cardiac arrhythmias are clinically diagnosed. We are committed to an inclusive and representative culture. We recognize, celebrate and leverage a diversity of ideas, skills and experiences, and this approach defines how we build our teams, cultivate leaders, and create an inclusive environment where each employee can bring their full self to work.
Product Development and Safety
The safe and effective treatment of patients is crucial to the success of the company. Our quality management system is designed to ensure best practice in safety and quality and is certified to ISO 13485. Additionally, we have earned The Joint Commission’s Gold Seal of Approval® for Ambulatory Health Care Accreditation by demonstrating continuous compliance with its nationally recognized standards. The Gold Seal of Approval® is a symbol of quality that reflects an organization’s commitment to providing safe and effective patient care.
Sustainability
We recognize that environmental sustainability is integral to producing world-class products, and we see environmental sustainability and efficiency as important sources of value creation at iRhythm. Having a strong sustainability program in place is important to meet the growing expectations of our stakeholders, including patients, providers and stockholders. And we see our sustainability strategy as a key cost saving initiative, where reductions in the amount of materials used in our products, improvements in the energy efficiency of our products and expanding circularity measures at the end of our product lifecycle help to improve our bottom line.
Our sustainability strategy covers our own operational footprint, including our limited use of energy and water, efforts to minimize the amount of waste generated and managing climate-related risks and greenhouse gas emissions. As the leading provider of single-use cardiac diagnostic devices, our sustainability strategy also includes efforts to minimize the environmental impact of our products. As part of our sustainability mission, we have achieved a 79% landfill waste diversion rate as of the end of 2023 and continue to footprint our carbon emissions. We are continually improving our environmental, health and safety program through benchmarking and the adoption of better practices.
| | | | | | | | | | | |
| Health & Safety | Unit | 2023 | 2022 |
| Lost Time Injury Frequency Rate (LTIFR) | # of lost time injuries per 1,000,000 hours worked. | 0.20 | 0.27 |
| Total Recordable Incident Rate (TRIR) | # recordable incidents per 100 FTEs. | 0.86 | 0.45 |
| Days Away, Restricted, or Transfer (DART) | # of injuries and/or illnesses per 100 FTEs that result in days away from work, job restriction, or job transfer. | 0.65 | 0.45 |
| Fatalities | # | 0 | 0 |
| | | |
| Environment | Unit | 2023 | 2022 |
| Environmental Regulatory Inspections across our Locations | # | 1 | 1 |
| Environmental Notices of Violations across our Locations | # | 0 | 0 |
| Landfill Waste Diversion Rate | Percentage of waste that is recycled, composted, or otherwise diverted from landfill disposal. | 79 | % | 48 | % |
| Electricity Consumption across our Locations | MWh | 1,630.20 | 1,825.78 |
| Water Consumption in Manufacturing Location(s) | CCF | 1,427.00 | 1,343.00 |
| Scope 1 GHG Emissions | (mtCO2e) | 6.01 | 67.07 |
| Scope 2 GHG Emissions (Location based) | (mtCO2e) | 506.41 | 541.03 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Our Board of Directors will be composed of nine members. At the Annual Meeting, each of our directors. There are no material proceedings to which any director officernominees will be elected for a one-year term. Each director’s term continues until the election and qualification of his or affiliate of the Company, any owner of recordher successor, or beneficially of more than 5% of any class of voting securities of the Company, any associate of any such director, officer, affiliate of the Company,director’s earlier death, resignation, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or its subsidiary. Based on information provided by each director concerning their background, employment and affiliations, our Board of Directors has determined that Messrs. Bodaken, Rubash, Talwalkar, Ms. Budig, Ms. Ling, and Drs. Bairey Merz and Snyderman do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of The NASDAQ Stock Market. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”removal.
Board Leadership Structure
Our Corporate Governance Guidelines provide that our Board of Directors shall be free, in accordance with our bylaws, to choose its chairperson in any way that it considers in the best interests of our company, and in making this determination, directors may take into consideration the interests of other stakeholders.The roles of Chairman of the Board and Chief Executive Officer are currently filled by separate individuals. OurCurrently, our Board of Directors believes that it should maintain flexibility to select the separationchairperson of the officesour Board of the ChairmanDirectors and Chief Executive Officer is appropriate at thisadjust our board leadership structure from time because it allows our Chief Executive Officer to focus primarily on our business strategy, operations and corporate vision. However, as described in further detail in our corporate governance guidelines,time.
| | | | | |
| Independent Chairperson of our Board | Chief Executive Officer |
Abhijit Y. Talwalkar has served as the independent chairperson of our Board of Directors since May 2016.
Our Board of Directors believes that Mr. Talwalkar’s deep technology knowledge and extensive experience in executive and board leadership roles at other technology companies make him well qualified to serve as chair of our Board of Directors. | Quentin Blackford has served our Chief Executive Officer since October 2021.
As CEO, Mr. Blackford manages the business of the company and executes the strategy developed with our Board of Directors. |
Our Corporate Governance Guidelines also provide that, when the Board of Directors does not have an independent chairperson, our Board of Directors will appoint a policy mandating“lead independent director.” In the separationevent a lead independent director is appointed, he or she will be responsible for calling separate meetings of the rolesindependent directors, serving as chairperson of Chairmanmeetings of independent directors, serving as the principal liaison between the chairperson of the Board of Directors and Chief Executive Officer.the independent directors, being available for consultation and direct communication with major stockholders as requested and performing such other responsibilities as may be designated by a majority of the independent directors from time to time.
Presiding Director of Non-Employee Director Meetings
The non-employee directors meet in regularly scheduled executive sessions without management directors or management to promote open and honest discussion. Our independent chairman, currently Mr. Talwalkar, is the presiding director at these meetings.
Committees of Our Board of Directors elects our Chairman and Chief Executive Officer, and each of these positions may be held by the same person or by different people. We believe that it is important that the Board of Directors retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of our needs and our leadership at a given point in time.
We believe that independent and effective oversight of our business and affairs is maintained through the composition of our Board of Directors, the leadership of our independent directors and the committees of our Board of Directors and our governance structures and processes already in place. The Chairman of our Board of Directors is an independent director. In addition, the Board of Directors consists of a majority of independent directors, and the committees of our Board of Directors are composed solely of independent directors.
Board Meetings and Committees
During our fiscal year ended December 31, 2021, our Board of Directors held nine meetings (including regularly scheduled and special meetings) and acted by written consent seven times. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.
Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we strongly encourage our directors to attend. All of our Board members attended the annual meeting of stockholders in 2021.
Our Board of Directors has established an Audit Committee, a Compensation and TalentHuman Capital Management Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board of Directors. Copies of the charters for each committee are available, without charge, in the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com, by clicking on “Governance Documents and Charters” in the “Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors. Our Board of Directors also has a Special Committee which meets on an ad hoc basis, as further described below.
| | | | | | | | | | | |
| COMMITTEE MEMBERSHIPS |
| Current Members | Audit Committee | Compensation and Human Capital Management Committee | Nominating and Corporate Governance Committee |
| Abhijit Y. Talwalkar | | ● | ● |
| C. Noel Bairey Merz, M.D. | | ● | |
| Bruce G. Bodaken | | ● | ○ |
| Karen Ling | | ○ | |
| Mojdeh Poul | ● | | |
| Mark J. Rubash | ○ | | ● |
| Ralph Snyderman, M.D. | ● | | |
| Brian Yoor | ● | | |
| Total Meetings Held in 2023 | 7 | 9 | 4 |
| Average Meeting Attendance | 100% | 97% | 100% |
○ Chair● Member
Board and Committee Meetings and Attendance
Our Board of Directors and its committees meet regularly throughout the year; they also hold special meetings and act by written consent from time to time. During fiscal 2023, our Board of Directors met seven times, the Audit Committee met seven times, the Compensation and Human Capital Management Committee met nine times, and the Nominating and Corporate Governance Committee met four times. During fiscal 2023, each member of our Board of Directors attended at least 75% of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were held during the period in which such director served.
Board Attendance at Annual Stockholders’ Meeting
Our policy is described below. Members will serve on these committees until their resignation or until as otherwise determined byto invite and encourage each member of our Board of Directors.Directors to be present at our annual meetings of stockholders. All of our then-current directors attended the 2023 annual meeting of stockholders.
Audit Committee
Our Audit Committee consistsis composed of Mojdeh Poul, Mark J. Rubash, Ralph Snyderman, M.D. and Brian Yoor. Mr. Rubash Ms. Budig and Dr. Snyderman, with Mr. Rubash serving asis the chair. Mr. Rubash, Ms. Budig, and Dr. Snydermanchair of our Audit Committee. The members of our Audit Committee meet the independence requirements for independence and financial literacy for Audit Committee members under the listing standards of The NASDAQ Stock MarketNasdaq and SEC rules and regulations. Each member of our Audit Committee is financially proficient. In addition, our Board of Directors has determined that Mr. Rubash is an Audit Committee“audit committee financial expert within the meaning ofexpert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). amended. This designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on other members of our Audit Committee and our Board of Directors.
Our Audit Committee is responsible for, among other things:things, overseeing:
•appointing, approvingour accounting and financial reporting processes and internal controls over financial reporting, as well as the compensationaudit and integrity of and assessing our financial statements;
•the qualifications, independence and performance of our independent registered public accounting firm, which currently is PricewaterhouseCoopers LLP;firm;
•reviewingthe design, implementation and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
•preparing the Audit Committee report required by SEC rules to be included in our annual proxy statements;
•monitoringperformance of our internal control over financial reporting, disclosure controlsaudit function, if any;
•our compliance with applicable law (including U.S. federal securities laws and procedures;other legal and regulatory requirements);
•reviewing our risk management status, includingall matters related to the security of and risks related to computerized information and technology systems across the Company with emphasis onour company, as well as by product and/or service (including privacy, data security, and cybersecurity matters;matters); and
•establishingrisk assessment and risk management program, policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
•meeting independently with our independent registered public accounting firm and management; and
•monitoring compliance with our code of business conduct and ethics for financial management.
Our Audit Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of The NASDAQ Stock Market. A copy of the charter of our Audit Committee is available on our website at www.irhythmtech.com under “Investors—Policies, Procedures and Charters.” During our fiscal year ended December 31, 2021, our Audit Committee held six meetings and acted by written consent once.procedures.
Compensation and TalentHuman Capital Management Committee (“Compensation Committee”)
Our Compensation and Human Capital Management Committee consistsis composed of Messrs.C. Noel Bairey Merz, M.D., Bruce G. Bodaken, Karen Ling and Talwalkar,Abhijit Y. Talwalkar. Ms. Ling and Dr. Bairey Merz, with Mr. Bodaken serving asis the chair. Each memberchair of our Compensation and Human Capital Management Committee. The members of our Compensation and Human Capital Management Committee meetsmeet the independence requirements for independence for compensation committee members under the listing standards of The NASDAQ Stock MarketNasdaq and SEC rules and regulations, including Rule 10C-1 under the Exchange Act.regulations. Each member of our Compensation Committeethis committee is also a non-employee director, as defined pursuant to“non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committeeand Human Capital Management committee is responsible for, among other things:
•annually reviewingproviding oversight of our compensation policies, plans and approving corporate goalsbenefits programs and objectives relevantoverall compensation philosophy;
•overseeing our strategies and policies related to the management of human capital;
•discharging the Board of Directors’ responsibilities relating to (1) review and recommendations to the Board of Directors regarding the compensation of our Chief Executive Officer and ourthe non-employee directors and (2) the evaluation and approval of compensation of the other individuals who are deemed to be “officers” under Rule 16a-1(f) promulgated under the Exchange Act, or the executive officers; and
•recommending theadministering our cash- and equity-based compensation plans for our directors, executive officers, and employees and granting equity awards pursuant to plans approved by our stockholders or outside of such plans.
Our Board of Directors has also established an equity award grant committee that is composed of our Chief Executive Officer, our Chief Financial Officer and our Chief People Officer (which for purposes of this committee is currently filled by our Vice President of Total Rewards & HR Operations), to make ordinary course equity awards grants to employees that are not our Board of Directorsexecutive officers or non-employee directors, subject to certain limitations on the equity grant amounts per grantee and determining the compensation of our other executive officers;aggregate grant amounts.
•reviewing and making recommendations to our Board of Directors with respect to director compensation;
•overseeing the Company’s strategies and policies related to the development of human capital management, including programs and practices relating to talent and leadership development; and
•administering our equity incentive plans.
Our Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of The NASDAQ Stock Market. A copy of the charter of our Compensation Committee is available on our website at www.irhythmtech.com under “Investors—Policies, Procedures and Charters.” During our fiscal year ended December 31, 2021, our Compensation Committee held seven meetings and acted by written consent six times.
Compensation and TalentHuman Capital Management Committee Interlocks and Insider Participation
DuringThe members of our Compensation and Human Capital Management committee during the last fiscal year Messrs.ended December 31, 2023 included C. Noel Bairey Merz, M.D., Bruce G. Bodaken, and Talwalkar, Ms.Karen Ling and Dr. Bairey Merz served on our Compensation Committee.Abhijit Y. Talwalkar. None of the members of ourthe Compensation and Human Capital Management Committee isin fiscal 2023 was at any time during fiscal 2023 or has beenat any other time an officer or employee of the Company. Noneours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During fiscal 2023, none of our executive officers currently serves, or in the past year has served as a member of our Board of Directors, or as a member of the board of directorscompensation or compensationsimilar committee, (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers servingwho served on our Board of Directors or Compensation Committee.and Human Capital Management committee.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consistsis composed of Messrs.Bruce G. Bodaken, Mark J. Rubash and Abhijit Y. Talwalkar. Mr. Bodaken is the chair of our Nominating and Talwalkar, with Mr. Talwalkar serving as the chair. Each memberCorporate Governance Committee. The members of our Nominating and Corporate Governance Committee meetsmeet the independence requirements for independence under the listing standards of The NASDAQ Stock MarketNasdaq and SEC rules and regulations. Our Nominating and Corporate Governance Committee is responsible for, among other things:
•identifying individuals qualified to become members of our Board of Directors;
•recommending to ourassisting the Board of Directors in identifying, considering and recommending candidates for membership on the personsBoard of Directors;
•recommending members for each committee of the Board of Directors;
•developing and maintaining corporate governance policies applicable to be nominated for election as directorsthe company, and to eachany related matters required by applicable securities laws;
•overseeing the evaluation of our Board’s committees;the Board of Directors;
•reviewing and making recommendations to ouradvising the Board of Directors with respect to management and other key employee succession planning;
•developing, updating and recommending to our Board of Directorson corporate governance principles and policies;matters;
•evaluating our Board of Directors and committees and the Company’s Chief Executive Officer; and
•overseeing the Company’sour strategies, activities, risks and opportunities related to sustainabilityESG matters; and the environment, corporate social responsibility
•reviewing and corporate governance (“ESG”).
Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of The NASDAQ Stock Market. A copy of the charter of our Nominating and Corporate Governance Committee is available on our website at www.irhythmtech.com under “Investors—Policies, Procedures and Charters.” During our fiscal year ended December 31, 2021, our Nominating and Corporate Governance Committee held four meetings and acted by written consent twice.
Considerations in Evaluating Director Nominees
Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation,monitoring key public policy trends, issues, of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interestregulatory matters and other commitments. Nominees must also haveconcerns that may affect the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our Nominating and Corporate Governance Committee to perform all board of director and committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.company.
Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee may take into account the benefits of diverse viewpoints, backgrounds, races, national origins, and experiences. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.
Stockholder Recommendations for Nominations to the Board of Directors
Our Nominating and Corporate Governance Committee will consider candidates for director recommended by stockholders, so long as such recommendations are in accordance with our charter, our amended and restated certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our common stock and a signed letter from the candidate confirming willingness to serve on our Board of Directors. Our Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.
Under our amended and restated bylaws, stockholders may also nominate persons for our Board of Directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Secretary at iRhythm Technologies, Inc. 699 8th Street, Suite 600, San Francisco, California 94103. To be timely for our 2023 annual meeting of stockholders, our Secretary must receive the nomination no earlier than January 30, 2023 and no later than March 1, 2023.
Special Committee
Our Special Committeespecial committee consists of Messrs.Bruce G. Bodaken, Mark J. Rubash Bodaken and Talwalkar, withAbhijit Y. Talwalkar. Mr. Talwalkar serving asis the chair.chair of our special committee. Our Special Committeespecial committee is responsible for, among other things:
•overseeing investigations conducted by regulatory authorities and administrative proceedings or court actions related thereto;
•coordinating with management and outside legal counsel on litigation matters brought against the Company,us, including securities class action lawsuits;
•monitoring actions related to the U.S. Food and Drug Administration,FDA, Center for Medicare and Medicaid Services, Medicare Administrative Contractor, and other reimbursement activities; and
•reviewing employment matters including violations of the Company’sour Code of Conduct.Business Conduct and Ethics;
provided, that the special committee does not have authority to take or resolve to take final action on the above-listed matters and final action shall be determined by the full Board of Directors or, where applicable, a committee thereof.
Our Special Committee operates underBoard of Directors’ Role in Risk Oversight
Our Board of Directors, as a written charterwhole, has responsibility for risk oversight, although the committees of our Board of Directors oversee and duringreview risk areas that are particularly relevant to them. The risk oversight responsibility of our fiscal year ended December 31, 2021,Board of Directors and its committees is supported by our Special Committee held eight meetings.management reporting processes, which are designed to provide visibility to our Board of Directors and to our personnel that are responsible for risk assessment and information about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, investment, liquidity and tax), legal, regulatory, cybersecurity, privacy, compliance and reputational risks.
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| THE BOARD |
| Our Board of Directors reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, as well as reports from other third-party experts from time to time, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions. |
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| AUDIT COMMITTEE |
| Our Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management. Our Audit Committee reviews our major financial and enterprise risk exposures, including technology, privacy, cybersecurity and other information technology risks, among other things, discusses with management, our independent auditor and our internal auditor guidelines and policies with respect to risk assessment and risk management. |
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| COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE | | GOVERNANCE COMMITTEE |
| Our Compensation and Human Capital Management Committee evaluates our major compensation-related risk exposure and the steps management has taken to monitor or mitigate such exposures. | | Our Nominating and Corporate Governance Committee assesses risks relating to ESG matters. |
We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. Each committee of our Board of Directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus.
CommunicationsCybersecurity and Privacy Risk Oversight
Cybersecurity is an important part of our risk management at iRhythm. Our cybersecurity program includes mitigating risks for our company and for other companies that may have access to our data and systems. Our Board of Directors recognizes the critical importance of maintaining the trust and confidence of our customers, clients, business partners, and employees. The cybersecurity and privacy risk oversight responsibility of our Board of Directors and its committees is supported by our cybersecurity management reporting processes, which are designed to provide visibility to our Board of Directors and to our personnel that are responsible for risk assessment and information about the identification, assessment, and management of critical risks and management’s risk mitigation strategies. These areas of focus include risks from cybersecurity threats as well as competitive, economic, operational, financial, legal, regulatory, privacy, compliance, and reputational risks, among others. We understand that our customers, patients, and stakeholders entrust us with sensitive data, including Protected Health Information, and we take this responsibility seriously.
Our Board of Directors has an important role in the oversight of the company’s cybersecurity risk management and strategy and has delegated certain components of such oversight related to the security of and risks related to computerized information and technology systems across the company, as well as by risk area (including privacy, data security, and cybersecurity matters), to the Audit Committee, which regularly interacts with our Vice President of Cybersecurity (“VP of Cybersecurity”) and Chief Risk Officer (“CRO”). We also regularly engage external parties to assist in the review of our cybersecurity risk oversight processes.
We have established policies to govern the security of our systems and the protection of customer and patient data, which include regular system updates and patches, employee training on cybersecurity and HIPAA best practices, incident reporting, and the use of encryption to secure sensitive information. Our Cybersecurity department, which reports to our VP of Cybersecurity, is responsible for our cybersecurity program and our Global Risk & Integrity department, which reports to our CRO, is responsible for our privacy program as further discussed below. To identify, assess, and manage material cybersecurity risks, our Cybersecurity team uses a cybersecurity risk assessment process aligned with leading frameworks such as the National Institute of Standards and Technology’s (“NIST”) Cybersecurity Framework and HIPAA. To ensure appropriate and consistent risk evaluation and decision-making processes among our Cybersecurity and Global Risk & Integrity departments, we utilize an Adjusted Risk Rating (“ARR”) system that considers certain attributes that represent impact to the Company, and we prioritize our actions based on our ARR system. Our cybersecurity risk assessment program provides the underlying basis for the activities our Cybersecurity and Global Risk & Integrity departments take to identify and mitigate risks from, as well as develop risk management and response strategies for, evolving and emerging cybersecurity threats.
In addition, we also regularly perform phishing tests on our employees and review our training plan at least annually for appropriate updates to address results from this testing. Further, we are focused on building and maintaining a positive cybersecurity culture through a combination of trainings, educational tools, videos, and other cybersecurity awareness initiatives. On top of annual information security awareness training for our employees, we also provide focused training for certain departments. Our security training incorporates awareness of cyber threats (including malware, ransomware, and social engineering attacks), password hygiene, and incident reporting process, as well as physical security best practices.
We engage in the periodic assessment of our policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents, internally and through assessments by external providers. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, penetration testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. Assessments by external providers of our cybersecurity measures include information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness. The results of such internal and external assessments, audits, and reviews are reported to the Audit Committee and the Board of Directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.
Stockholder Engagement
iRhythm recognizes the importance of and responsibility for ongoing stockholder engagement, taking a proactive approach to ongoing investor outreach throughout the year. The Board of Directors and management build and maintain meaningful relationships with our stockholders, and we offer investors the opportunity to provide continuous insights and responses regarding our business. The Board of Directors is regularly briefed on stockholder feedback on a wide range of topics, and this feedback to our Board is instrumental to the company’s strategic decision-making process.
Our core stockholder engagement team is comprised of company personnel with varied areas of expertise, including corporate strategy, governance, financial performance, ESG and risk management, and management compensation. As needed during each engagement, this core team may be supplemented by various subject matter experts to ensure informed and meaningful conversations on the topics most important to each investor.
Engagement Cycle
Throughout the year, iRhythm provides a continuous cycle of stockholder engagement and feedback solicitation. At regular intervals during the year, we develop an outreach plan for quarterly engagements between management and key stockholders. In the spring, prior to the annual meeting, we typically reach out to our Top 15 largest stockholders wishingto offer the opportunity to engage, with a particular emphasis on the upcoming annual meeting and related voting matters, governance topics of interest, and disclosures regarding governance changes in response to investor feedback.
During 2023, we reached out to investors representing approximately 65% of our shares outstanding as of December 31, 2023, and offering them the opportunity to discuss with us our corporate governance structure and executive compensation programs, among other topics. Additionally, the investor engagement team traveled to Europe to meet with institutional investors and stockholders based in Paris, Zurich, and London to provide an opportunity for in-depth discussion of topics of particular significance to global investors.
Communication with Directors
Stockholders and interested parties who wish to communicate with our Board of Directors, or with an individual member or members of our Board of Directors may do so by writing to our Board of Directors or to the particular member or members of our Board of Directors, and mailing the correspondence to our Secretary at iRhythm Technologies, Inc. 699 8th Street, Suite 600, San Francisco, California 94103. Our Secretary, in consultation with appropriatenon-management members of our Board of Directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwardeda group, a committee of our Board of Directors, or a specific member of our Board of Directors (including our chairperson) may do so in writing, delivered to the Corporate Secretary by registered or overnight mail at our principal executive office.
All communications are reviewed by the Corporate Secretary, in consultation with appropriate member ordirectors, as necessary, and provided to the members of our Board of Directors as appropriate. Unsolicited items, sales materials, abusive, threatening or if none is specified,otherwise inappropriate materials and other routine items and items unrelated to the Chairmanduties and responsibilities of our Board of Directors.Directors will not be provided to directors.
The address for these communications is:
iRhythm Technologies, Inc.
c/o Corporate Secretary
699 8th Street, Suite 600
San Francisco, California 94103
Corporate Governance Guidelines and Code of Business Conduct and Ethics
Our Board of Directors has adopted Corporate Governance Guidelines that address items such as the qualifications and roles and responsibilities of our directors, limitations on other board service, considerations for evaluating and selecting directors candidates, procedures for addressing conflicts of interest, director orientation and continuing education and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors hasWe have adopted a Code of Business Conduct and Ethics that applies to all members of our employees,Board of Directors, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and ouremployees. Our Code of Business Conduct and Ethics is posted on the Corporate Governance portion“Investor Relations” section of our website, which is located at www.irhythmtech.comhttps://investors.irhythmtech.com under “Investors—Policies, Procedures“Governance Documents and Charters.”Charters” in the “Governance” section of our website. We will post amendmentsintend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiverswaiver from, a provision of our Code of Business Conduct and Ethics for directorsby posting such information on our website at the address and executive officers on the same website.location specified above.
Corporate ResponsibilityEnvironment, Social and Governance
iRhythm’s Approach to Environment, Social and Governance (“ESG”) Matters
At iRhythm, corporate responsibilitywe believe that effectively managing ESG risks and opportunities drives business success, and that when fully integrated into the business, ESG can provide a competitive advantage. In 2023, we established formal board oversight of ESG by revising the charters of two committees of the Board of Directors—the Nominating and Corporate Governance Committee and the Compensation and Human Capital Management Committee. We continue to work as an organization to advance our strategic ESG roadmap by pursuing key ESG work streams.
ESG Oversight
Given the importance of ESG to the long-term success of our business, our Board of Directors and its committees play a critical role in overseeing ESG matters.
Board of Directors
Our Board of Directors is responsible for (i) oversight of ESG risks and opportunities and (ii) the integration of ESG into strategy, to the extent material to the business.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee oversees our commitmentstrategies, activities, risks and opportunities related to creating sustainable valueESG matters. The Nominating and Corporate Governance Committee has the following responsibilities with respect to ESG:
•Oversee and evaluate ESG risks, opportunities, policies, strategies, programs and our performance related to ESG matters.
•Review our ESG priority assessments and ESG reports and ensure that reporting with respect to both voluntary and involuntary ESG disclosures reflects our ESG priorities.
•Review and evaluate our goals with respect to ESG matters and monitor progress against these goals.
•Report to the Board of Directors for patients, physicians, hospitals, payers,discussion, at least annually, ESG matters that may affect our business, operations and performance, including our strategies, initiatives, policies and performance metrics with respect to ESG matters.
•Coordinate with the Audit Committee to oversee our reporting standards with respect to ESG matters and ensure compliance with legal and regulatory requirements, as and when appropriate.
•Oversee our engagement with relevant stakeholders on ESG matters, which may include customers, employees and shareholders. Ourcommunity representatives, in addition to stockholders.
Compensation and Human Capital Management Committee
The Compensation and Human Capital Management Committee oversees our human capital management function. The Compensation and Human Capital Management Committee has the following responsibilities with respect to ESG:
•Periodically discuss with management the implementation and effectiveness of our policies, strategies, programs and practices relating to its human capital management function, including but not limited to those relating to talent development, recruiting, succession planning, career progression and retention, diversity, equity and inclusion, culture, human health and safety and total rewards.
•Periodically review and assess any human capital measures or objectives that we focus areas includeon in managing the overriding importance of patient safety,business or are required to be disclosed by the SEC. Review and discuss annually with management the risks arising from iRhythm’s human capital management function, review the relationship between risk management policies and human capital management and evaluate policies and practices that could mitigate such risks.
Audit Committee
The Audit Committee reviews and discusses with management, our customers’ access to quality healthcare, established ethics and integrity programs, our commitment to diversity and equal opportunity, our commitment to being a responsible steward to the environment,independent auditor and our commitmentinternal auditor, our major financial and information technology risk exposures and the steps management has taken to being good corporate citizensmonitor and control those exposures. The Audit Committee also, at least annually, updates the Board of Directors on information technology cybersecurity control environment.
The Audit Committee also oversees our business continuity and disaster preparedness planning.
ESG Steering Committee
The purpose of the ESG Steering Committee is to (i) establish programs, policies and practices relating to ESG matters and (ii) assist the Nominating and Corporate Governance Committee in fulfilling its oversight responsibilities with respect to ESG matters. The ESG Steering Committee is chaired by our Chief Risk Officer, who is the communitiesexecutive leader with oversight of ESG, compliance, privacy, SOX, internal audit, enterprise risk management, and diversity, equity and inclusion.
ESG Working Groups
We have established four ESG Working Groups: (i) Climate and Environmental Sustainability, (ii) Human Capital Management, (iii) Human Rights and (iv) Legal, Risk and Disclosure. Our ESG Working Groups are responsible for tactically advancing the ESG workstreams in our strategic ESG roadmap.
ESG Priority Topics
In 2022, we serve. Whileconducted our first ESG Priority Assessment, one of the COVID-19 pandemic has stressedresources that guides our global health community, we have responded by developing solutionsoverall ESG strategy. The ESG Priority Assessment was designed to meet our customers’ and patients’ needs while maintaining our commitment to ethicalidentify the environmental, social and governance practices.
Focustopics with the greatest impact on Patientsour business strategy, operations and Customers
We are committed to delivering uninterrupted patient care for both Zio XTvalue creation. Through this process, we identified a list of 33 relevant ESG issues and Zio AT,opportunities that were consolidated into 12 ESG topics using the outputs from our business analysis, peer benchmarking and this has included supporting efforts to monitor COVID-19 patients. While hospital systemsreview of stockholder priorities. To prioritize the 12 ESG topics and healthcare facilities shifted their focusconduct an inventory of recently completed and resources to treating COVID-19 patients and combating the spread of COVID-19,ongoing workstreams, we adapted our service to meet the immediate needsengaged with members of our physician customersleadership team and patients. Our digital service platform enables physician ordering, results reporting, data curation and patient support independent of location, across virtual or in-office care models.
As an example, we have significantly increased the utilization of our “Home Enrollment” service. This service allows patients to receive and wear the single-use Zio monitor without going to a healthcare facility. Physicians can prescribe the Zio service for their patients, either in-office or through a virtual care setting, and we ship the Zio monitor directlyinternal technical specialists closest to the patient’s residence. We pay forrelevant issues and opportunities. Using questionnaires and targeted interviews, we collected data on the costs of shipping the Zio monitor, which represents additional expense for us. We also guide patients through the patch application process and inform them of instructions for wear. Home enrollment also eliminates clinical staff exposure to patients, as
well as application, cleaning or reusing traditional Holter and event monitors that may have been exposed to viruses or other pathogens.
iRhythm’s strategy throughout its history has been to deliver a safe and repeatable platform, which will help save the lives of patients. iRhythm is a CMS-certified Medicare Independent Diagnostic Testing Facility ("IDTF"), where data captured by the Zio monitor is analyzed. iRhythm offers uniform retail pricing (i.e., billed charges) for its services across the U.S. iRhythm’s pricing recognizes the clinical valuerelative importance of the service providedESG topics and their potential impacts on our business and success. As risks change over time, we will review and refresh our priority assessment regularly to patients, physicians,keep track of evolving ESG priorities and support program relevance and effectiveness. ESG priority topics identified included the overall healthcare system. And iRhythm’s pricing policy is designed to support innovationfollowing:
Access and delivery of industry-leading arrhythmia diagnostics.Affordability
Patient accessibilityAccess and affordability are important to iRhythm. iRhythm continually engages with government and private payers regarding the clinical value of the Zio service, and Zio is covered by all major commercial insurance providers in the U.S as well as Medicare. As of 2021 year end, over 95% of patients in the U.S. are able to access reimbursed Zio services through our third-party payer contracts, our IDTF participation status with CMS, and self-pay programs when excluding state Medicaid programs. In instances where health insurance payment sources are unavailable or only partial coverage is present, iRhythm offers alternative payment options (such as interest-free payment plans) and additional resources to manage their payment responsibility (for example, through payment assistance programs). iRhythm has a Patient Financial Navigation Team to help patients review specific plan benefits, provide estimated out-of-pocket costshigh priority ESG topics for the Zio service,life sciences industry. As a leading digital healthcare company, our vision is to provide better health for all, and discuss available payment programswe work to ensure patients can affordfair pricing practices given our customer base while we find and realize new opportunities associated with expanded access to health care. We aim to provide the Zio service.best clinical care to the patient, irrespective of their ability to pay. We are dedicated to helping patients get the care they need and have demonstrated a commitment to providing financial support for those patients who need it.
TalentHuman Capital Management and Workplace ExperienceDiversity, Equity and Inclusion
At iRhythm, we are focused on maintaining a healthy, safe, and secure work environment that protects our employees and the public from harm. We use a multi-faceted approach to ensure the health and safety of our employees, from our Code of Conduct to our policies governing the way we act within and outside of iRhythm.
Although the COVID-19 pandemic has disrupted how and where we work, our employees have demonstrated ongoing resilience. Following recommendations from federal and local government and healthcare agencies, we transitioned employees to a remote work environment beginning in early March 2020. For a small number of our employees who supported essential operations at our facilities, we instituted social distancing and other measures to ensure the safety of our employees. We rapidly implemented business continuity protocols and were able to transition to a remote operating environment while continuing to deliver our Zio service. During 2021, employees continued to effectively navigate strict safety protocols for those working onsite, primarily in manufacturing, and the majority of our employees were not required to be onsite and worked from home.
Diversity, Equity & Inclusion
We believe in the richness and quality of a working environment that is informed by people from all walks of life and strive to create a genuinely inclusive environment. We are proud that, overall, our workforce is more than 60% female and greater than 50% of employees are ethnically diverse. To further build on our commitment to diversity, equity and inclusion, we have formed a Diversity Council of representatives from across our company that is working to coordinate efforts as we define our corporate strategy. In addition, we have an active Employee Resource Group (“ERG”) with plans to increase the number of ERGs to reflect the diversity of our workforce, and we are building external partnerships to expand the diversity of our talent outreach. We value our differences, recognizing that from those differences comes our strengths, and we are committed to continuing to build a culture of diversity, equity, and inclusion.
Total Rewards
We offer an attractive mix of compensation and benefit plans to support our employees and their families’ physical, mental, and financial well-being. We believe that we employ a fair and merit-based total compensation system - we evaluate our compensation programs to ensure our employees are compensated fairly for the important work they do and we reward outstanding performance. We are also committed to achieving internal pay equity.
We offer our employees competitive benefits that follow local standards and support physical, mental and financial wellness. In support of employee wellness, we provide a variety of benefits options, resources, programs, online tools and regular webinars. We generally offer to full time employees globally health benefits, a retirement plan, paid time off and family leave, an Employee Stock Purchase Plan (“ESPP”), and an employee assistance program that is available to employees and their families with a variety of support services.
It is important that all employees have an opportunity to have an ownership interest in our company, and there are several programs that provide the ability to own our stock. Generally, more than 75% of our employees participates in at least one of our stock programs. During their tenure with our company, all employees have an opportunity to receive an equity award, either upon hire and/or during an annual review process to recognize those with significant impact on achieving our goals. Another program offered to all employees, whether part or full time, is the ability to participate in our ESPP. Participants in the ESPP may purchase our stock at a 15% discount to market price. We believe our discounted stock purchase program helps to build an ownership mentality amongst participating employees.
Workforce Development
The growth and success of our employees is a top priority, as it impacts our overallperformance as a digital healthcare company performance.and our ability to redefine the way cardiac arrhythmias are clinically diagnosed. We are investing heavilycommitted to an inclusive and representative culture. We recognize, celebrate and leverage a diversity of ideas, skills and experiences, and this approach defines how we build in-house tools and resources to support managers and employees on the road to success and ongoing growth. Our core competencies are the foundation for programs and tools being developed to identify top talent, prepare future managers andour teams, cultivate leaders, and provide equal accesscreate an inclusive environment where each employee can bring their full self to growth opportunities. We offerwork.
Product Development and Safety
The safe and effective treatment of patients is crucial to the success of the company. Our quality management system is designed to ensure best practice in safety and quality and is certified to ISO 13485. Additionally, we have earned The Joint Commission’s Gold Seal of Approval® for Ambulatory Health Care Accreditation by demonstrating continuous compliance with its nationally recognized standards. The Gold Seal of Approval® is a varietysymbol of training opportunities, whether focused on building vocational or managementquality that reflects an organization’s commitment to providing safe and leadership skills. We use tools like Linkedin Learning to expand readiness of content and options for skill building. Despite the ongoing challenges of COVID-19, we continued to facilitate sessions around our core competencies, interview skills and coaching practices, and we rolled out a toolbox on our intranet with resources for employees and managers across the employee lifecycle.effective patient care.
Responsible Operations
Manufacturing and Supply Chain Sustainability
We manufacturerecognize that environmental sustainability is integral to producing world-class products, and we see environmental sustainability and efficiency as important sources of value creation at iRhythm. Having a strong sustainability program in place is important to meet the growing expectations of our ambulatory cardiac monitors, Zio XTstakeholders, including patients, providers and Zio AT,stockholders. And we see our sustainability strategy as a key cost saving initiative, where reductions in the amount of materials used in our leased facilities in Cypress, California. This 68,933 square foot facility provides space for our assembly and production operations, including packaging, storage and shipping. We believe our manufacturing facilities will be sufficient to meet our manufacturing needs beyond the next seven yearsproducts, improvements in the US.energy efficiency of our products and expanding circularity measures at the end of our product lifecycle help to improve our bottom line.
Our manufacturing operations are subjectsustainability strategy covers our own operational footprint, including our limited use of energy and water, efforts to regulatory requirementsminimize the amount of the FDA’s Quality System Regulation (“QSR”) for medical devices sold in the United States, set forth at 21 CFR part 820, the Medical Devices Directive 93/42/EEC (“MDD”)waste generated and the Medical Device Regulations 2017/745 of the European Parliamentmanaging climate-related risks and of the Council (“MDR”), which is required for doing business in the European Union (“EU”), and the UK Medical Device Regulations 2002 (as amended) (“UK MDR”). We are also subject to applicable requirements relating to the environment, waste management and health and safety matters, including measures relating to the release, use, storage, treatment, transportation, discharge, disposal, sale, labeling, collection, recycling, treatment and remediation of hazardous substances.
Our quality control management programs have earned us a number of quality-related designations. Our manufacturing facilities have received EN ISO 13485:2016 certification. The NSAI most recently conducted an ISO 13485 surveillance audit in 2021 and a renewed ISO certification was received in August 2021. We have been an FDA-registered medical device manufacturer since 2008 and have been a California-licensed medical device manufacturer since 2009. The most recent FDA inspection of our manufacturing facility occurred in October 2021, and no FDA Form 483 observations resulted. The FDA also performed a Remote Regulatory Assessment (“RRA”) of our design facilities in San Francisco, California, which concluded in May 2021.
iRhythm’s supplier selection is based on business fit along with the expectation that each supplier has adopted and operates to lawful and fair business practices. We expect our suppliers to operate with the highest degree of business ethics - including compliance with applicable laws and regulatory requirements in the municipalities in which they operate - and to operate with safe and healthy working environments. iRhythm reviews each supplier on a semi-annual basis and all of our direct suppliers are expected to adhere to our Global Supplier Code of Conduct.
Environmental Stewardship
iRhythm has also, from its founding, held a commitment to being a responsible steward to the environment.greenhouse gas emissions. As the leading provider of single-use cardiac diagnostic devices, this principally takes the form of maximizing the amount of material recycled from our devices. Our responsibilitysustainability strategy also includes efforts to minimize the environmental impact through innovative design that enables the safe and effective reuse of printed circuit boards, the most environmentally impactful component of our devices. Our business model is oriented around the reuse and recycling of the Zio Patch to collect and gather patient information. We have several active recycling programs and look to minimize our environmental footprint as efficiently as possible.
As a digital health company, we believe the remainder of our environmental impact is modest. iRhythm’s overall environmental impact is mainly driven by manufacturing, with the most relevant metric being electricity usage. Our facilities footprint consists of five office locations in the US and UK, the largest of which is our San Francisco, CA headquarters, which is part of a LEED-Gold certified building. We do not require significant energy consumption to support business operations.
Other Corporate Responsibility Initiatives
Cybersecurity
Patient trust is the foundation of everything we do.products. As part of its independent oversightour sustainability mission, we have achieved a 79% landfill waste diversion rate as of the risks facingend of 2023 and continue to footprint our carbon emissions. We are continually improving our environmental, health and safety program through benchmarking and the Company, the Board devotes time and attention to cyber security and information security risk, and cyber incident preparedness and response. Our Cyber Security group has provided regular reports to the Audit Committee on cyber threats, incident response, and progress towards internal goals. These reports address a rangeadoption of topics, including the threat environment, policies and practices, and specific and ongoing efforts to identify, prevent, detect, and respond to internal and external critical threats.better practices.
The Company aligns to industry leading cyber security frameworks - including the NIST Cyber Security Framework as well as complying with FDA and HIPAA requirements - to continuously monitor and improve our cyber security posture. Regular assessments are conducted by outside parties to measure progress and identify improvement opportunities by incorporating external expertise into our program. In addition, we collaborate with our peers in the areas of threat intelligence, vulnerability management and response. Our approach to security is collaborative and education-focused including investing in tools, training, and support for everyone who works for and with us. | | | | | | | | | | | |
| Health & Safety | Unit | 2023 | 2022 |
| Lost Time Injury Frequency Rate (LTIFR) | # of lost time injuries per 1,000,000 hours worked. | 0.20 | 0.27 |
| Total Recordable Incident Rate (TRIR) | # recordable incidents per 100 FTEs. | 0.86 | 0.45 |
| Days Away, Restricted, or Transfer (DART) | # of injuries and/or illnesses per 100 FTEs that result in days away from work, job restriction, or job transfer. | 0.65 | 0.45 |
| Fatalities | # | 0 | 0 |
| | | |
| Environment | Unit | 2023 | 2022 |
| Environmental Regulatory Inspections across our Locations | # | 1 | 1 |
| Environmental Notices of Violations across our Locations | # | 0 | 0 |
| Landfill Waste Diversion Rate | Percentage of waste that is recycled, composted, or otherwise diverted from landfill disposal. | 79 | % | 48 | % |
| Electricity Consumption across our Locations | MWh | 1,630.20 | 1,825.78 |
| Water Consumption in Manufacturing Location(s) | CCF | 1,427.00 | 1,343.00 |
| Scope 1 GHG Emissions | (mtCO2e) | 6.01 | 67.07 |
| Scope 2 GHG Emissions (Location based) | (mtCO2e) | 506.41 | 541.03 |
Community Engagement
We believe that positively involving our employees and giving back to our community is central to our culture and an expression of our core values. We are committed to supporting initiatives that improve our communities whether through corporate, team or individual participation. Our Culture Committee, made up of volunteers around iRhythm, organizes events to support and raise funds for a designated organization each year. In addition, iRhythm teams and offices contribute to local activities through volunteering and donations.
For more information on our corporate responsibility initiatives, please visit our Corporate Responsibility Report on our website at www.irhythmtech.com under “Investors—Policies, Procedures and Charters.” The information from our Corporate Responsibility Report is not incorporated by reference into this Proxy Statement.
Stock Ownership Guidelines
We have adopted stock ownership guidelines for our non-employee directors, our Chief Executive Officer and other executive officers to help ensure that they each maintain an equity stake in the Company and, by doing so, appropriately link their interests with those of our stockholders. The guideline for non-employee directors is for each director to hold a number of shares of our stock with an aggregate value equal to at least three times the value of his or her annual cash retainer fees for service on the Board of Directors. The guideline for the Chief Executive Officer is to hold a number of shares of our stock with an aggregate value equal to at least three times the value of his or her annual base salary (not including incentive compensation) and for our other executive officers, is to hold a number of shares of our stock with an aggregate value equal to at least two times the value of his or her annual base salary (not including incentive compensation). Non-employee directors and the Chief Executive Officer are expected to achieve these ownership levels within the later of (i) December 31, 2023 and (ii) five years from the date the applicable individual becomes a non-employee director or the Chief Executive Officer (whether through being newly hired or promoted).
Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, political, regulatory, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks that we face, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.PROPOSAL NO. 1 ELECTION OF DIRECTORS
Our Board of Directors believes that open communication between management and our Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our Board of Directors, where, among other topics, they discuss strategy and risks facing the Company, as well as at such other times as they deem appropriate.
While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist our Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. Our Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures and legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our Compensation and Talent Management Committee assesses risks created by the incentives inherent in our compensation policies. Finally, our full Board of Directors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.
Director Compensation
Each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards as described below. Our Board of Directors will have the discretion to revise non-employee director compensation as it deems necessary or appropriate. Our Board of Directors most recently reviewed and adjusted non-employee director compensation as noted below based on a review of market data provided by Compensia, Inc., the Company’s compensation consultant.
Cash Compensation. All non-employee directors will be entitled to receive the following cash compensation for their services:
•$45,000 per year for service as a Board member;
•$50,000 per year additionally for service as a Chairman of the Board;
•$20,000 per year additionally for service as Chairman of the Audit Committee;
•$10,000 per year additionally for service as an Audit Committee member;
•$15,000 per year additionally for service as Chairman of the Compensation and Talent Management Committee;
•$7,500 per year additionally for service as a Compensation and Talent Management Committee member;
•$10,000 per year additionally for service as Chairman of the Nominating and Corporate Governance Committee; and
•$5,000 per year additionally for service as a Nominating and Corporate Governance Committee member.
All cash payments to non-employee directors, or the Retainer Cash Payments, will be paid quarterly in arrears on a prorated basis.
Equity Compensation. Nondiscretionary, automatic grants of restricted stock units will be made to our non-employee directors.
•Initial Grant. Each person who first becomes a non-employee director has been or will be granted Restricted Stock Units having a grant date fair value equal to $300,000, or the Initial Award, on the date of the first meeting of our Board of Directors or Compensation and Talent Management Committee occurring on or after the date on which the individual first became a non-employee director. The shares underlying the Initial Award will vest as to one third of the shares subject to such Initial Award on each yearly anniversary of the commencement of the non-employee director’s service as a director, subject to the continued service as a director through the applicable vesting date.
•Annual Grant. On the date of each annual stockholder’s meeting, each non-employee director will be granted Restricted Stock Units having a grant date fair value equal to $150,000, or the Annual Award. The shares underlying the Annual Award will vest and become exercisable on the one year anniversary of the date of grant.
Any award granted under our outside director compensation policy will fully vest and become exercisable in the event of a change in control, as defined in our 2016 Equity Incentive Plan, provided that the grantee remains a director through such change in control.
Pursuant to our outside director compensation policy, no non-employee director may be issued, in any fiscal year, cash payments (including the fees under our outside director compensation policy) with a value greater than $200,000, provided that such limit will be $300,000 with respect to any non-employee director who serves in the capacity of Chairman of the Board, lead outside director or chairman of the Audit Committee at any time during the fiscal year. No non-employee director may be granted, in any fiscal year, equity awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the fiscal year of his or her initial service as a non-employee director.
The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2021: | | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash |
| Stock Awards(1)(2) |
| Total |
| Abhijit Y. Talwalkar | | $ | 108,336 | |
| $ | 144,490 | |
| $ | 252,826 | |
| Bruce G. Bodaken | | $ | 60,836 | |
| $ | 144,490 | |
| $ | 205,326 | |
| Cathleen Noel Bairey Merz, M.D. | | $ | 50,625 | |
| $ | 144,490 | |
| $ | 195,115 | |
| Mark J. Rubash | | $ | 68,750 | |
| $ | 144,490 | |
| $ | 213,240 | |
| Ralph Snyderman, M.D. | | $ | 55,000 | |
| $ | 144,490 | |
| $ | 199,490 | |
Raymond W. Scott(3) | | $ | 54,226 | |
| $ | 144,490 | |
| $ | 198,716 | |
| Renee Budig | | $ | 55,000 | | | $ | 144,490 | | | $ | 199,490 | |
Karen Ling(4) | | $ | 8,702 | | | $ | 331,776 | | | $ | 340,478 | |
| Kevin M. King | | $ | 42,823 | | | $ | 61,729 | | | $ | 104,552 | |
(1)Amounts shown represent the grant date fair value of options and stock awards granted during 2021, as calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in the section in our Annual Report on Form 10-K for the year ended December 31, 2021 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation.”
(2)Value of Stock Awards differs for existing directors due to transition from granting annual awards on individual anniversary service dates to the annual meeting date.
(3)Mr. Scott resigned from the Board effective November 1, 2022.
(4)Ms. Ling was appointed to the Board effective November 1, 2022
Restricted Stock Units and Options outstanding as of December 31, 2021, held by our non-employee directors were as follows:
| | | | | | | | | | | | | | |
| Name |
| Shares Subject to Outstanding Awards |
| Shares Subject to Outstanding Options |
| Abhijit Y. Talwalkar |
| 2,226 | |
| 24,230 | |
| Bruce G. Bodaken |
| 2,226 | |
| 228 | |
| Cathleen Noel Bairey Merz, M.D. |
| 2,226 | |
| — | |
| Mark J. Rubash |
| 2,226 | |
| 23,901 | |
| Ralph Snyderman, M.D. |
| 2,226 | |
| 3,839 | |
| Renee Budig | | 3,392 | | | — | |
| Karen Ling | | 4,320 | | | — | |
| Kevin M. King | | 27,242 | | | 137,072 | |
Our directors who are also our employees receive no additional compensation for their service as directors. During our fiscal year ended December 31, 2021, Kevin M. King was our employee until he retired from his position as our Chief Executive Officer on January 12, 2021. See the section titled “Executive Compensation” for additional information about the compensation paid to Mr. King.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors is currently composed of eightnine members. In accordance with our Amended and Restated Certificate of Incorporation, which we refer to herein as our Certificate of Incorporation, our Board of Directors is divided into three staggered classes of directors. At the Annual Meeting, three Class II and Class II directorseach of our director nominees will be elected for a one-year term.
Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that,
Nominees for Director
| | | | | | | | | | | | | | | | | | | | |
| Name of Director | | Age | | Position | | Director Since |
| Quentin Blackford | | 45 | | Chief Executive Officer and Director | | October 2021 |
| Abhijit Y. Talwalkar | | 60 | | Chairman of the Board | | May 2016 |
| C. Noel Bairey Merz, M.D. | | 68 | | Director | | April 2018 |
| Bruce G. Bodaken | | 72 | | Director | | July 2017 |
| Karen Ling | | 60 | | Director | | November 2021 |
| Mojdeh Poul | | 61 | | Director | | June 2023 |
| Mark J. Rubash | | 66 | | Director | | March 2016 |
| Ralph Snyderman, M.D. | | 84 | | Director | | July 2017 |
| Brian Yoor | | 54 | | Director | | June 2023 |
Quentin S. Blackford has served as nearly as possible, each class will consist of one-third of our directors. This classificationPresident and Chief Executive Officer and a member of our Board of Directors may havesince October 2021. From September 2017 to September 2021, Mr. Blackford, held various roles, the effectmost recent one as the Chief Operating Officer at Dexcom Inc., a company that develops, manufactures, produces, and distributes continuous glucose monitoring systems for diabetes management. From February 2009 to September 2017, Mr. Blackford held various roles, the most recent one as the Chief Financial Officer at Nuvasive Inc., a medical device company for minimally invasive spine surgery. From June 1999 to September 2009, Mr. Blackford held various roles, the most recent one as the Director of delaying or preventing changes in controlFinance and Controller of ourthe Dental Division at Zimmer Holdings, Inc., a medical device company. At the 2023 annual meeting
Mr. Blackford has served as an independent member of our stockholders, all directors will stand for election and the Board of Directors will no longer have three classes.of Alphatec Holdings, Inc. since October 2017 and Paragon 28, Inc. since August 2022. He is a Certified Public Accountant (inactive) and received dual B.S. degrees in Accounting and Business Administration from Grace College.
Nominees
Our Nominating and Corporate Governance Committee has recommended, andWe believe Mr. Blackford is qualified to serve on our Board of Directors due to his experience gained from serving as our Chief Executive Officer, combined with his previous training and qualifications and the skills and experience he has approved, Cathleendeveloped during his extensive career in the medical devices industry.
Abhijit Y. Talwalkar has served as a member and Chairman of our Board of Directors since May 2016. Mr. Talwalkar served as President and Chief Executive Officer of LSI Corporation, a leading provider of silicon, systems and software technologies for the storage and networking markets, from May 2005 to May 2014. From 1993 to 2005, Mr. Talwalkar was employed by Intel Corporation and held a number of senior management positions, including Corporate Vice President and Co-General Manager of the Digital Enterprise Group, which was comprised of Intel’s business client, server, storage and communications business, and Vice President and General Manager for the Intel Enterprise Platform Group. Prior to joining Intel, Mr. Talwalkar held senior engineering and marketing positions at Sequent Computer Systems, a multiprocessing computer systems design and manufacturer, Bipolar Integrated Technology, Inc., a VLSI bipolar semiconductor company, and Lattice Semiconductor Inc., a service-driven developer of programmable design solutions.
Mr. Talwalkar has served on the Board of Directors for Advanced Micro Devices, a leading provider of high-performance computing, graphics and visualization solutions since August 2017. Since March 2017, Mr. Talwalkar has served as a member of the Board of Directors of TE Connectivity Ltd. and previously served as an advisor to the Board of Directors from August 2016 to March 2017. Since 2011, Mr. Talwalkar has served on the Board of Directors of Lam Research Corporation and has previously served as a member of the Board of Directors of LSI from May 2005 to May 2014 and the U.S. Semiconductor Industry Association from May 2005 to May 2014. He has served as the Chairman of the Bay Area chapter of the nationwide non-profit organization Friends of the Children since January 2015. He holds a B.S. in Electrical Engineering from Oregon State University.
We believe that Mr. Talwalkar is qualified to serve as Chairman of our Board of Directors because of his experience in leadership roles at major technology companies and his years of experience serving on public company boards of directors.
C. Noel Bairey Merz, M.D. has served as a member of our Board of Directors since April 2018. Dr. Bairey Merz has been the Medical Director of the Preventive and Rehabilitative Center at the Cedars- Sinai Medical Center in Los Angeles, California since 1991. She also has been the Medical Director and Endowed Chair of the Barbra Streisand Women’s Heart Center at the Smidt Heart Institute at Cedars-Sinai since 2001, and a Professor of Medicine at Cedars Sinai Medical Center and the David Geffen School of Medicine at the University of California at Los Angeles. Dr. Bairey Merz is a member of the Association of American Physicians and the Association of University Cardiologists, where she served as President from 2015 to 2016.
From 2005 to 2009, she served on the Scientific Advisory Board of CV Therapeutics, Inc, a biopharmaceutical company. She also has extensive experience on non-profit boards, councils and guideline panels, including the American College of Cardiology, the American Heart Association and the National Heart, Lung, and Blood Institute. Since 2016, Dr. Bairey Merz has served on multiple editorial boards, including for the Journal of the American College of Cardiology, Circulation, and European Heart Journal. Dr. Bairey Merz holds a B.A. (Honors) in Biological Sciences from the University of Chicago and a M.D. (Honors) from Harvard Medical School. She completed her training in Internal Medicine at the University of California, San Francisco, and Cardiology at Cedars-Sinai Medical Center.
We believe that Dr. Bairey Merz is qualified to serve as a member of our Board of Directors because of her extensive medical training and her leadership experience with for-profit and non-profit organizations.
Bruce G. Bodaken has served as a member of our Board of Directors since July 2017. Mr. Bodaken previously served as Chairman and Chief Executive Officer of Blue Shield of California, where he was responsible for strategy and management of California’s third largest insurer. He served as Blue Shield of California’s President and Chief Operating Officer from January 1996 to December 2000. Mr. Bodaken was previously a member of the faculty of the University of California, Berkeley in the Department of Public Health, and a visiting fellow at the Brookings Institution, focused on value-based care. Mr. Bodaken has served on the Board of Directors of Rite Aid Corporation since May 2013. Mr. Bodaken holds a B.A. in Philosophy from Colorado State University and a M.A. in Philosophy from the University of Colorado.
We believe that Mr. Bodaken is qualified to serve as a member of our Board of Directors because of his extensive business and leadership experience in the healthcare industry.
Karen Ling has served as a member of our Board of Directors since November 2021. From July 2019 to May 2021, Ms. Ling was the Executive Vice President and Chief Human Resources Officer for American International Group, Inc. In this role, Ms. Ling oversaw all aspects of human capital management, including talent acquisition, training, development, compensation and benefits, and diversity and inclusion. From March 2015 to July 2019, Ms. Ling was the Executive Vice President and Chief Human Resources Officer at Allergan plc., a pharmaceutical company. There, Ms. Ling developed and oversaw a global human resources strategy. From January 2014 to March 2015, Ms. Ling was the Senior Vice President and Chief Human Resources Officer at Forest Laboratories, Inc. and then Actavis plc., prior to its acquisition of Allergan plc.
Previously, Ms. Ling was global Senior Vice President, Human Resources for Merck & Co., Inc.’s Global Human Health and Consumer Care business. Prior to Merck, she was Group Vice President, Global Compensation & Benefits at Schering- Plough. Ms. Ling also spent 14 years at Wyeth in various positions of increasing responsibility, developing human resources strategies for business units and working in Wyeth’s Labor & Employment department. She has also served as a member of the Advisory Committee of Galderma SA since March 2022. Ms. Ling has a B.A. in Economics from Yale University and a Juris Doctor from Boston University School of Law.
We believe that Ms. Ling is qualified to serve as a member of our Board of Directors because of her extensive business and leadership experience in the healthcare industry.
Mojdeh Poul has served as a member of our Board of Directors since June 2023. Ms. Poul has over thirty years of experience leading global businesses and operations in large multinational organizations. From April 2019 to June 2022, Ms. Poul served as the Executive Vice President and Group President of 3M Company’s Healthcare Business, where she led the global P&L, strategy, manufacturing and commercial operations, and R&D for the $8.6B Healthcare Business Group. Prior to that and from April 2011, Ms. Poul held multiple leadership roles at 3M, including as Executive Vice President of Safety & Graphics Business Group, as President of 3M Canada, and as President of two divisions within the 3M Healthcare Business Group. Prior to 3M, Ms. Poul held global business leadership roles of increasing responsibility with leading global medical technology companies, including Medtronic, ev3, Boston Scientific, and Teleflex Medical. Ms. Poul has served on the Board of Directors of Stanley Black and Decker since February of 2021, where she is a member of the audit and talent & compensation committees. She has also served on the Board of Directors of Align Technology since December of 2023. Ms. Poul holds an M.B.A from University of North Carolina at Chapel Hill as well as a Master of Engineering and B.S. in Mechanical Engineering from University of Louisville.
We believe that Ms. Poul is qualified to serve as a member of our Board of Directors because of her extensive experience leading global business and operations in large multinational organizations.
Mark J. Rubash has served as a member of our Board of Directors since March 2016. Most recently, from December 2016 to September 2018, Mr. Rubash served as a Strategic Advisor to Eventbrite, Inc., a publicly held e-commerce company, where he previously served as the Chief Financial Officer from June 2013 to November 2016. Prior to Eventbrite, Mr. Rubash was the Chief Financial Officer at HeartFlow, Inc., a privately held medical device company, which he joined in March 2012, and Renee Budig,at Shutterfly, Inc., a publicly held e-commerce company, which he joined in November 2007. Mr. Rubash was also the Chief Financial Officer of Deem, Inc. (formerly, Rearden Commerce), a privately held e-commerce company, from August 2007 to November 2007. From February 2007 to August 2007, Mr. Rubash was a Senior Vice President at Yahoo! Inc. and he held various senior finance positions at eBay Inc. from February 2001 to July 2005. Prior to that, Mr. Rubash was an audit partner at PricewaterhouseCoopers LLP, where he was most recently the Global Leader for their Internet Industry Practice and Managing Partner for their Silicon Valley Software Industry Practice.
Mr. Rubash has served as nominees for election as Class II directors, and Abhijit Y. Talwalkar, Bruce G. Bodaken and Ralph Snyderman, M.D. as our Class III directors, at the Annual Meeting. If elected, each of director will serve until our 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified. Eacha member of the nominees is currently a director of our company. For information concerning the nominees, please see the section titled “BoardBoard of Directors and Corporate Governance.”Chairman of the audit committee of Intuitive Surgical, Inc., a medical device company, since October 2007, as Chairman of the Intuitive Foundation, a not-for-profit organization since August 2018, as a member of the Board of Directors and Chairman of the audit committee of Line 6, Inc., a music technology company, from April 2007 to January 2014, as a member of the Board of Directors and audit committee of IronPlanet, Inc., a privately held e-commerce platform company for used heavy equipment, from March 2010 to May 2017, and as Chairman of IronPlanet’s audit committee from October 2015 to May 2017, and as a member of the Board of Directors of Minted Inc., a privately-held e-commerce company from June 2022 to October 2023. Mr. Rubash received his B.S. in Accounting from California State University, Sacramento.
We believe that Mr. Rubash is qualified to serve as a member of our Board of Directors because of his financial expertise and his experience with private and public company financial accounting matters and risk management.
Ralph Snyderman, M.D. has served as a member of our Board of Directors since July 2017. Dr. Snyderman is Chancellor Emeritus, James B. Duke Professor of Medicine, and Executive Director of the Center for Research on Personalized Health Care at Duke University. From 1989 to 2004, he served as Chancellor for Health Affairs at Duke and was the founding CEO and President of the Duke University Health System. From 2006 to 2009, he was a venture partner with New Enterprise Associates, a venture capital firm.
Dr. Snyderman currently serves on the boards of DNAnexus and ZealCare, Inc., as well as several not-for-profit boards, including the Heartland Whole Health Institute. He previously served on the boards of directors of The Procter and Gamble Company (P&G), Press Ganey Associates, Inc, CareDx, and Pharmaceutical Product Development, LLC (PPD), in addition to others. Dr. Snyderman is a member of the Association of American Physicians, where he served as president from 2003 to 2004, the Association of American Medical Colleges, where he served as chair from 2001 to 2002, the National Academy of Medicine, and the American Academy of Arts & Sciences. Dr. Snyderman holds a B.S. in Pre-Medical Studies from Washington College and an M.D. from the State University of New York, Downstate Medical Center. He completed his internship and residency in Medicine at Duke University.
We believe that Dr. Snyderman is qualified to serve as a member of our Board of Directors because of his extensive experience serving on the boards of directors of public and private companies and his deep knowledge of the healthcare industry.
Brian Yoor has served as a member of our Board of Directors since June 2023. Mr. Yoor spent most of his career at Abbott Laboratories, where he last served as Chief Financial Officer. Prior to that, Mr. Yoor held multiple leadership roles at Abbott including Division Controller for multiple business units, and Vice President of Investor Relations.
Mr. Yoor currently serves as chairman of the Board of Directors of Covira Surgical, a biotech start-up in the microbiome space, and also serves as the audit committee chair for Confluent Medical, a private equity medical device manufacturer. Mr. Yoor previously served as the founding Chairman and an Operating Partner at Portal Innovations, a venture capital company for early life science start-ups. Mr. Yoor attended the University of Toledo, where he earned his Bachelor of Business Administration in Accounting.
We believe that Mr. Yoor is qualified to serve as a member of our Board of Directors because of his extensive financial expertise and his business and leadership experience in the healthcare industry.
Vote Required
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of CathleenC. Noel Bairey Merz, M.D., Quentin Blackford, Bruce G. Bodaken, Karen Ling, Mojdeh Poul, Mark J. Rubash, Renee Budig,Ralph Snyderman, M.D., Abhijit Y. Talwalkar Bruce G. Bodaken and Ralph Snyderman, M.D.Brian Yoor. We expect that each of CathleenC. Noel Bairey Merz, M.D., Quentin Blackford, Bruce G. Bodaken, Karen Ling, Mojdeh Poul, Mark J. Rubash, Renee Budig,Ralph Snyderman, M.D., Abhijit Y. Talwalkar Bruce G. Bodaken and Ralph Snyderman, M.D.Brian Yoor will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board of Directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.
Vote Required
The election of directors requires a plurality voteof the votes cast by the holders of the shares of our common stock present by attendancevirtually or represented by proxy at the virtual Annual Meeting and entitled to vote thereon.thereon, which means that the nine individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will be elected. Broker non-votes will have no effect on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”“FOR ALL”
EACHNOMINEES IN THE ELECTION OF THE NOMINEES NAMED ABOVE.NINE DIRECTORS
Non-Employee Director Cash and Equity Compensation
Our Compensation and Human Capital Management Committee, after considering the information, analysis, and recommendation provided by our independent compensation consultant engaged at the time of such consideration and decision, Aon Inc. (“Aon”), including data regarding compensation paid to non-employee directors by companies in our compensation peer group, evaluates the appropriate level and form of compensation for non-employee members of our Board of Directors and recommends changes to our Board of Directors when appropriate. The compensation of our non-employee directors is set forth in our Non-Employee Director Compensation Policy and is described below. We do not pay management directors for service on our Board of Directors.
Cash Compensation. All non-employee directors are entitled to receive the following cash compensation for their services:
•$50,000 per year for service as member of the Board of Directors (increased from $45,000 in 2022);
•$50,000 per year additionally for service as a chair of the Board of Directors;
•$20,000 per year additionally for service as chair of the Audit Committee;
•$10,000 per year additionally for service as an Audit Committee member;
•$15,000 per year additionally for service as chair of the Compensation and Human Capital Management Committee;
•$7,500 per year additionally for service as a Compensation and Human Capital Management Committee member;
•$10,500 per year additionally for service as chair of the Nominating and Corporate Governance Committee (increased from $10,000 in 2022); and
•$5,000 per year additionally for service as a Nominating and Corporate Governance Committee member.
All cash payments to non-employee directors were paid quarterly in arrears on a prorated basis.
Equity Compensation. Non-discretionary, automatic grants of restricted stock units are made to our non-employee directors.
•Initial Grant. Each person who first becomes a non-employee director is granted restricted stock units having an approximate value equal to $300,000 (the “Initial Award”) on or after the date on which the individual first became a non-employee director. The number of shares subject to the Initial Award is calculated using the average daily closing price of the company’s common stock during the 20 trading days ending on the grant date. The Initial Award will vest as to one-third of the shares subject to such Initial Award on each yearly anniversary of the commencement of the non-employee director’s service as a director, subject to the director’s continued service through the vesting date.
•Annual Grant. On the date of each annual stockholder’s meeting, each non-employee director is granted restricted stock units having an approximate value equal to $180,000 (the “Annual Award”) (increased from $150,000 in 2022). The number of shares subject to the Annual Award is calculated using the average daily closing price of the company’s common stock during the 20 trading days ending on the grant date. The shares underlying the Annual Award will vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the next annual meeting, subject to the director’s continued service through the vesting date.
The Initial Award and the Annual Awards granted under our Non-Employee Director Compensation Policy will fully vest in the event of a change in control (as defined in our 2016 Equity Incentive Plan) provided that the director remains in service through such change in control.
Pursuant to our Non-Employee Director Compensation Policy, no non-employee director may be issued, in any fiscal year, cash payments (including the fees under our Non-Employee Director Compensation Policy) with a value greater than $200,000, provided that such limit will be $300,000 with respect to any non-employee director who serves in the capacity of chair of the Board of Directors, lead outside director, or chair of the Audit Committee at any time during the fiscal year. In addition, pursuant to our 2016 Equity Incentive Plan, no non-employee director may be granted, in any fiscal year, equity awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of greater than $300,000, increased to $500,000 in the fiscal year of his or her initial service as a non-employee director.
Non-Employee Director Compensation
The following table provides information for 2023 regarding all compensation awarded to, earned by, or paid to each person who served as a director during 2023, other than Mr. Blackford, our Chief Executive Officer. Mr. Blackford is not included in the table below as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Blackford as an employee is set forth in the section titled “Executive Compensation” below.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash |
| Stock Awards(3) |
| Total |
| Abhijit Y. Talwalkar | | $ | 113,618 | | | $ | 173,118 | |
| $ | 286,736 | |
| C. Noel Bairey Merz, M.D. | | $ | 57,500 | | | $ | 173,118 | |
| $ | 230,618 | |
| Bruce G. Bodaken | | $ | 67,129 | | | $ | 173,118 | |
| $ | 240,247 | |
Renee Budig(1) | | $ | 30,000 | | | $ | — | | | $ | 30,000 | |
| Karen Ling | | $ | 66,855 | | | $ | 173,118 | | | $ | 239,973 | |
| Mark J. Rubash | | $ | 75,000 | | | $ | 173,118 | | | $ | 248,118 | |
| Ralph Snyderman, M.D. | | $ | 60,000 | | | $ | 173,118 | | | $ | 233,118 | |
Mojdeh Poul(2) | | $ | 34,945 | | | $ | 264,730 | |
| $ | 299,675 | |
Brian Yoor(2) | | $ | 34,945 | | | $ | 264,730 | |
| $ | 299,675 | |
(1)Ms. Budig did not stand for re-election at our 2023 annual meeting of stockholders and was no longer a member of our Board of Directors, effective May 24, 2023.
(2)Ms. Poul and Mr. Yoor were appointed to our Board of Directors effective June 1, 2023.
(3)The values of the stock awards reflect the grant date fair value of restricted stock units granted during 2023 and are based on the company’s closing price on the grant date in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
(4)For information regarding the number of restricted stock awards and stock options held by each non-employee director as of December 31, 2023, see the table below: | | | | | | | | | | | | | | |
| Name |
| Shares Underlying Option Awards Held as of December 31, 2023 | | Shares Underlying Stock Awards Held as of December 31, 2023 |
| Abhijit Y. Talwalkar |
| 24,230 | | | 1,396 | |
| C. Noel Bairey Merz, M.D. |
| — | | | 1,396 | |
| Bruce G. Bodaken |
| 228 | | | 1,396 | |
| Karen Ling | | — | | | 2,836 | |
| Mojdeh Poul | | — | | | 2,399 | |
| Mark J. Rubash |
| 23,901 | | | 1,396 | |
| Ralph Snyderman, M.D. |
| 3,839 | | | 1,396 | |
| Brian Yoor | | — | | | 2,399 | |
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has appointedselected PricewaterhouseCoopers LLP (“PwC”), independent registered public accountants, to audit our consolidated financial statements for our fiscal year ending December 31, 2022. During our fiscal year ended December 31, 2021, PwC served as our independent registered public accounting firm.
Notwithstandingfirm to perform the appointmentaudit of PwCour consolidated financial statements for the year ending December 31, 2024, and therecommends that stockholders vote for ratification of such appointment by our stockholders, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our Audit Committee believes that such a change would be inselection. The ratification of the best interests of our company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointmentselection of PwC as our independent registered public accounting firm for our fiscalthe year ending December 31, 2022. Our2024, requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that PwC is not ratified by our stockholders, the Audit Committee is submitting the appointmentwill review its future selection of PwC to our stockholders because we value our stockholders’ views onas our independent registered public accounting firm and as a matter of good corporate governance.firm.
PwC audited our financial statements for the year ended December 31, 2023. Representatives of PwC willare expected to be present at the Annual Meeting and they will havebe given an opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions from our stockholders.questions.
If our stockholders do not ratify the appointment of PwC, our Board of Directors may reconsider the appointment.
Fees Paid to the
Independent Registered Public Accounting Firm
| | | | | | | | | | | |
| 2021 | | 2020 |
Audit Fees (1) | $ | 2,866,944 | |
| $ | 2,680,000 | |
| Audit-Related Fees | — | |
| — | |
| Tax Fees | — | |
| — | |
| All Other Fees | 15,941 | |
| — | |
| Total Fees | $ | 2,882,885 | |
| $ | 2,680,000 | |
(1)We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our Audit FeesCommittee annually.
During the years ended December 31, 2022 and 2023, fees for services provided by PwC were as follows:
| | | | | | | | | | | |
| | Year Ended December 31, |
| Fees Billed to iRhythm | | 2022 | 2023 |
Audit fees(1) | | $ | 2,585,962 | | $ | 2,431,300 | |
Audit-related fees(2) | | — | | — | |
Tax fees(3) | | — | | — | |
Other fees(4) | | 11,351 | | 7,050 | |
| Total fees | | $ | 2,597,313 | | $ | 2,438,350 | |
(1) “Audit fees” consist of fees and expenses billed for professional services rendered for the auditsaudit of our consolidated financial statements and services that are normally provided by the auditor in connection with regulatory filings.
(2) “Audit-related fees” consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statementsstatements.
(3) “Tax fees” consist of fees for tax compliance and reviewsadvice. Tax advice fees encompass a variety of quarterly financial statements.permissible tax services, including technical tax advice related to federal and state and international income tax matters, assistance with sales tax and assistance with tax audits.
Auditor Independence(4) “Other fees” consist of fees for services other than the services reported in audit fees, audit-related fees and tax fees.
In our fiscal year ended December 31, 2021, there were no other professional services provided by PwC that would have required our
Policy on Audit Committee to consider their compatibility with maintaining the independence of PwC.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our Audit Committee has established aCommittee’s policy governing our use of the services of our independent registered public accounting firm. Under this policy, our Audit Committee is required to pre-approve all audit and permissible non-audit services performedprovided by ourthe independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in orderaccordance with this pre-approval, and the fees for the services performed to ensure thatdate.
All of the provision of such services does not impairrelating to the public accountants’ independence. All fees paid to PwC for our fiscal years ended December 31, 2021 and 2020described in the table above were pre-approvedapproved by our Audit Committee.
Vote Required
The ratification of the appointment of PricewaterhouseCoopers LLPPwC as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock present by attendance or by proxy at the virtual Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.
PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with the rules and regulations of the SEC, pursuant to Section 14A of the Exchange Act, we are providing stockholders with an advisory vote on the overall compensation of our named executive officers. In accordance with the results of the stockholder vote at the 2018 Annual Meeting, advisory votes on the overall compensation of our named executive officers are held every year.
We are asking stockholders to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”), as disclosed pursuant to SEC rules, including in the section titled “Compensation Discussion and Analysis,” the executive compensation tables and related material included in this Proxy Statement. This proposal, commonly known as a say-on-pay proposal, gives stockholders the opportunity to express their views on our executive compensation program and policies. The vote is not intended to address any specific item of compensation, but rather to address our overall approach to the compensation of our NEOs described in this Proxy Statement.
Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our Named Executive Officers, as disclosed in the Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion and other related disclosure.”
Vote Required
The advisory vote to approve the compensation of our Named Executive Officers, will be approved ifyear ending December 31, 2024 requires the majority of the shares of our common stock present byin attendance or by proxy at the virtual Annual Meeting and entitled to vote thereon vote for approval. The result of this vote will be considered the advisory vote of our stockholders. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
Yourare considered votes present and entitled to vote on this proposal, is advisory, and therefore not binding onthus, will have the Company orsame effect as a vote “against” the Board, and will not be interpreted as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board. Nevertheless, our Board values the opinions of our stockholders and will take into account the outcome of this vote when making future decisions regarding the frequency of holding future advisory votes on the compensation of our NEOs.proposal.
THEOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”“FOR” THE APPROVALRATIFICATION OF THE COMPENSATIONAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR NAMED EXECUTIVE OFFICERS.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is a committeeinformation contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the BoardSecurities Exchange Act of Directors comprised solely1934, as amended, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that the company specifically incorporates it by reference into a document filed under the Securities Act of independent directors1933, as required byamended, or the listing standardsSecurities Exchange Act of The NASDAQ Stock Market and rules and regulations of the SEC. 1934, as amended.
The Audit Committee operates under a written charter approved by the Board of Directors, which is available on the Company’s website at www.irhythmtech.com under “Investors��Policies, Procedureshas reviewed and Charters.” The composition of the Audit Committee, the attributes of its membersdiscussed with our management and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.
With respect to the Company’s financial reporting process, the management of the Company is responsible for (1) establishing and maintaining internal controls and (2) preparing the Company’s consolidated financial statements. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare the Company’s consolidated financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the Audit Committee has:
•reviewed and discussed the audited consolidated financial statements with management and PwC;
•of the company contained in our Annual Report on Form 10-K for the 2023 fiscal year. The Audit Committee has also discussed with PwC the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued bythe applicable requirements of the Public Company Accounting Oversight Board;Board and the SEC.
•The Audit Committee has received and reviewed the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PwC its independence.independence from the company.
Based on the Audit Committee’s review and discussions with management and PwC,referred to above, the Audit Committee recommended to theour Board of Directors that the audited consolidated financial statements be included in theour Annual Report on Form 10-K for theits 2023 fiscal year ended December 31, 2021 for filing with the SEC.
Respectfully submitted by the members of the Audit Committee of the Board of Directors:
Mark J. Rubash (Chair)
Mojdeh Poul
Ralph Snyderman, M.D.
Renee BudigBrian Yoor
This report of the Audit Committee is required by the SEC and, in
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the SEC’s rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our NEOs. This non-binding advisory vote is commonly referred to as a “say on pay” vote and gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement. This “say on pay” vote is conducted on an annual basis.
Stockholders are urged to read the section titled “Executive Compensation,” which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our NEOs. Our Compensation and Human Capital Management Committee and Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the NEOs, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”
As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation and Human Capital Management Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.
Vote Required
The approval, on an advisory basis, of the compensation of our NEOs requires the majority of the shares of our common stock present in attendance or by proxy at the virtual Annual Meeting and entitled to vote thereon vote for approval. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
PROPOSAL NO. 4 APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Section 102(b)(7) of the DGCL was amended effective August 1, 2022 to authorize exculpation of officers of Delaware corporations. Specifically, the amendment permits Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. This exculpation would not protect officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims.
Our Board of Directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain highly qualified senior leadership. The nature of the role of directors and officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. We expect competitor companies will likely adopt exculpation clauses that limit the personal liability of officers in their charters and failing to adopt the amendment could negatively affect our ability to recruit and retain high-caliber officer candidates.
The proposed amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any director or officer. This protection has long been afforded to directors, and our Board of Directors believes that extending similar exculpation to its officers is fair and in the best interests of the company and its stockholders. Accordingly, our Board of Directors has unanimously approved the Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) in the form attached hereto as Appendix A, and recommends that our stockholders vote “FOR” the proposed amendment.
Vote Required
The affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of our capital stock entitled to vote at the annual meeting is required to approve the Certificate of Amendment. Shares that are voted “ABSTAIN” are treated as the same as voting “AGAINST” this proposal.
If our stockholders approve the Certificate of Amendment, our Board of Directors has authorized our officers to file the Certificate of Amendment with the Delaware Secretary of State, to become effective upon acceptance by the Delaware Secretary of State. Our Board of Directors intends to have that filing made if, and as soon as practicable after, this proposal is approved at this Annual Meeting. However, even if our stockholders adopt the Certificate of Amendment, the Board of Directors may abandon the Certificate of Amendment without further stockholder action prior to the effectiveness of the filing of the Certificate of Amendment with the Delaware Secretary of State and, if abandoned, the Certificate of Amendment will not become effective. If the Board of Directors abandons the Certificate of Amendment, it will publicly disclose that fact and the reason for its determination.
If this proposal is not approved by our stockholders, or if our Board of Directors abandons the Certificate of Amendment, then the Certificate of Amendment will not be adopted and the current Amended and Restated Certificate of Incorporation will remain in place.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS.
PROPOSAL NO. 5 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Under Section 14A of the Exchange Act, at least every six years the company’s stockholders are entitled to cast an advisory vote to indicate the frequency with which we should hold future non-binding votes to approve executive compensation, or to abstain from voting. Our stockholders last voted on such a resolution in 2018 with the majority voting for a frequency of every year (1 year).
We are once again requesting your non-binding vote to determine whether the frequency of the vote to approve the compensation of our NEOs should be every 1 year, 2 years or 3 years. The Board of Directors and the Compensation and Human Capital Management Committee believe that annual advisory votes will allow the Compensation and Human Capital Management Committee, management and our stockholders to continue to engage in a timely, open and meaningful dialogue regarding our executive compensation philosophy, policies and practices.
As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation and Human Capital Management Committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our NEOs. However, because this is an advisory vote and therefore not binding on our Board of Directors or our company, our Board of Directors may decide that it is in the best interests of our stockholders that we hold an advisory vote on the compensation of our NEOs more or less frequently than the option preferred by our stockholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our Board of Directors.
Vote Required
The alternative among 1 year, 2 years, or 3 years that receives the highest number of votes cast from the holders of shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon will be deemed to be partthe frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.proposal.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “1 YEAR”.
EXECUTIVE OFFICERSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table identifiessets forth certain information aboutwith respect to the beneficial ownership of our executive officers or former executive officerscommon stock as of March 31, 2022. Our executive officers are appointed by, and serve at the discretion1, 2024, by:
• each of our BoardNEOs;
• each of Directors. There are no family relationships among anyour directors or director nominees;
• all of our directors and executive officers or former executive officers.as a group; and
| | | | | | | | | | | | | | |
Name |
| Age |
| Position |
Quentin S. Blackford | | 43 | | President, Chief Executive Officer, Director |
Michael J. Coyle (1)
| | 60 | | Former President and Chief Executive Officer |
Kevin M. King (2)
|
| 65 |
| Former President and Chief Executive Officer |
Douglas J. Devine | | 52 | | Chief Financial Officer and Chief Operating Officer |
Daniel G. Wilson |
| 40 |
| Executive Vice President of Strategy, Corporate Development and Investor Relations |
David A. Vort |
| 56 |
| Executive Vice President, Sales |
Mark J. Day |
| 51 |
| Executive Vice President of Research & Development |
• each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our common stock.(1) Effective June 1, 2021, Mr. Coyle resignedWe have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as Chief Executive Officer.
(2) Effective January 12, 2021, Mr. King retired as Chief Executive Officer.
Forindicated by the biographies of Mr. Blackfordfootnotes below, we believe, based on information furnished to us, that the persons and Mr. King, please see “Board of Directors and Corporate Governance—Continuing Directors.”
Douglas J. Devine has served as our Chief Financial Officer since June 2020. From November 2017 until June 2020, Mr. Devine served as the Senior Vice President and Chief Financial Officer of GlobalFoundries, a global foundry for technology companies. From January 2014 to November 2017, Mr. Devine served as Chief Financial Officer and Sr. Vice President of UTAC Holdings Ltd., a semiconductor testing and assembly company. Mr. Devine was also Chief Financial Officer of Soraa Laser Diode, Inc., a lighting company, from January 2013 to December 2013 and Stion Corp., a solar company, from February 2011 to December 2013. Mr. Devine also served as Vice President of Finance of NVIDIA Corp., a computer gaming company, from September 2009 to March 2011 and as Senior Controller of Intel Corp. from April 1997 to September 2009. Mr. Devine received an M.B.A. in Finance and a Bachelor of Science in Engineering from the University of Michigan and is also a certified public accountant.
Daniel G. Wilson has served as our Executive Vice President of Strategy, Corporate Development and Investor Relations since June 2019. Previously, he served as Director and Head of Business Development at Penumbra, Inc., a global healthcare company focused on innovative therapies. Prior to Penumbra, he held various positions at J.P. Morgan over a 10-year tenure, most recently as Executive Directorentities named in the Healthcare Investment Banking group focusedtable below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws.
Applicable percentage ownership is based on digital health, medical technology30,984,010 shares of common stock outstanding as of March 1, 2024. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 1, 2024, or restricted stock units that may vest and emerging healthcare companies. Earliersettle within 60 days of March 1, 2024, are deemed to be outstanding and to be beneficially owned by the person holding the stock options or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in his career, he held various positions in Piper Jaffray’s Healthcare Investment Banking group. He started his career at KPMG as an Audit Associate. Mr. Wilson has a B.S. in Business Administration from California Polytechnic State University at San Luis Obispo.
David A. Vort has served as our Executive Vice President of Sales since January 2014. From April 2012 to December 2013, he served as Vice President of US Sales at InTouchthe table below is c/o iRhythm Technologies, Inc., 699 8th Street, Suite 600, San Francisco, California 94103.
| | | | | | | | | | | | | | | | | |
| | | Beneficial Ownership |
| Name of Beneficial Owner | | Number | | Percentage |
| Directors and NEOs: | | | | |
| Quentin S. Blackford | | 72,286 | | | * |
| Brice Bobzien | | 2,650 | | | * |
| Patrick M. Murphy | | 9,551 | | | * |
| Chad Patterson | | 5,331 | | | * |
| Minang Turakhia, M.D., M.S. | | 3,472 | | | * |
| Abhijit Y. Talwalkar(1) | | 33,270 | | | * |
| C. Noel Bairey Merz, M.D. | | 4,378 | | | * |
| Bruce G. Bodaken(2) | | 8,271 | | | * |
| Karen Ling | | 3,533 | | | * |
| Mojdeh Poul | | — | | | * |
| Mark J. Rubash(3) | | 33,094 | | | * |
| Ralph Snyderman, M.D.(4) | | 12,532 | | | * |
| Brian Yoor | | — | | | * |
| All executive officers and directors as a group (16 persons)(5) | | 209,842 | | | * |
| Other 5% or greater stockholders: | | | | |
| The Vanguard Group(6) | | 2,993,443 | | | 9.7% |
| Capital Research Global Investors(7) | | 2,495,626 | | | 8.1% |
| BlackRock, Inc.(8) | | 2,494,403 | | | 8.1% |
| Sands Capital Management, LLC(9) | | 2,237,750 | | | 7.2% |
| Artisan Partners Limited Partnership and affiliates(10) | | 2,071,500 | | | 6.7% |
________________________* Less than one percent.
(1)Consists of 9,040 shares of common stock and 24,230 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2024.
(2)Consists of 8,043 shares of common stock and 228 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2024.
(3)Consists of 9,193 shares of common stock and 23,901 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2024.
(4)Consists of 8,693 shares of common stock and 3,839 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2024.
(5)Consists of 157,644 shares of common stock and 52,198 shares issuable upon the exercise of options exercisable within 60 days of March 1, 2024.
(6)This information is based solely on a providerSchedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group reporting its beneficial ownership as of telemedicineDecember 29, 2023. The Schedule 13G/A reports that The Vanguard Group has sole voting power over 0 shares, shared voting power over 56,243 shares, sole dispositive power over 2,904,266 shares and remote presence solutions. From July 2007 to April 2012, Mr. Vort was at Intuitive Surgical,shared dispositive power over 89,177 shares. The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.
(7)This information is based solely on a Schedule 13G filed with the SEC on February 9, 2024 by Capital Research Global Investors (“CRGI”) reporting its beneficial ownership as of December 29, 2023. The Schedule 13G reports that CRGI has sole voting power over 2,495,626, shared voting power over 0 shares, sole dispositive power over 2,495,626 shares and shared dispositive power over 0 shares. The Schedule 13G also states that CRGI is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the manufacturer"investment management entities"). CRGI's divisions of each of the da Vinci Surgical Robotics system, where he served most recentlyinvestment management entities collectively provide investment management services under the name "Capital Research Global Investors." The address of CRGI is 333 South Hope Street, 55th Fl., Los Angeles, CA 90071.
(8)This information is based solely on a Schedule 13G/A filed with the SEC on January 25, 2024 by Blackrock, Inc. reporting its beneficial ownership as Area Vice President of Western Sales. From 2004 until 2007, Mr. VortDecember 31, 2023. The Schedule 13G/A reports that BlackRock, Inc. has sole voting power over 2,455,869 shares, shared voting power over 0 shares, sole dispositive power over 2,494,403 shares, and shared dispositive power over 0 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(9)This information is based solely on a Schedule 13G/A filed jointly by Sands Capital Management, LLC (“SCM”) and Frank M. Sands with the SEC on February 13, 2024 reporting their beneficial ownership as of December 31, 2023. The Schedule 13G/A reports that SCM and Frank M. Sands have sole voting power over 0 shares, shared voting power over 1,474,310 shares, sole dispositive power over 0 shares and shared dispositive power over 2,237,750 shares. Frank M. Sands has ultimate voting and investment power over securities held by SCM. The address of SCM and Frank M. Sands is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(10)This information is based solely on a Schedule 13G filed with the SEC on February 12, 2024 reporting beneficial ownership as of December 31, 2023. The Schedule 13G was the Revision Business Sales Director for Stryker Corporation. From 1999 until 2004, Mr. Vort held several positions domesticallyfiled jointly by Artisan Partners Limited Partnership (“APLP”), Artisan Investments GP LLC (“Artisan Investments”), Artisan Partners Holdings LP (“Artisan Holdings”), and in Europe for the Global Healthcare Exchange, LLC, where he was a founder. From 1992 until 1997, he held several positions with U.S. Surgical Corporation, prior to its sale to Covidien plc. Mr. Vort holds a B.S. in Political Science from the UniversityArtisan Partners Asset Management Inc. (“APAM”). The Schedule 13G reports that each of the Pacific.
Mark J. Day has served as our Executive Vice PresidentAPLP, Artisan Investments, Artisan Holdings and APAM have sole voting power over 0 shares, shared voting power over 1,812,552 shares, sole dispositive power over 0 shares and shared dispositive power over 2,071,500 shares. The address of Research & Development since 2012APLP, Artisan Investments, Artisan Holdings and has had other leadership roles in Research & Development and systems development since joining the Company in 2007. Previously he worked in Medtronic’s Cardiac Rhythm Disease Management division. Prior to that, Mr. Day was Chief Technical Officer of CarePages, Inc., a blogging site for patients. Mr. Day has an M.B.A. in Marketing from the Wharton School, University of Pennsylvania, a Ph.D. in Computation Flow Physics from Stanford University, and also received an M.S. from Stanford, and a B.Sc. from Queen’s University, both in Mechanical Engineering.
APAM is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
Thefollowingtablesetsforththenamesofourexecutiveofficers,theiragesasofthedateofthisProxyStatement,andtheir positions. The table is organized by CEO, CFO, and other executive officers in alphabetical order by last name.
| | | | | | | | | | | | | | |
| Name |
| Age |
| Position |
| Quentin Blackford | | 45 | | President, Chief Executive Officer and Director |
| Brice Bobzien | | 45 | | Chief Financial Officer |
| Patrick Murphy | | 45 | | Chief Business Officer and Chief Legal Officer |
| Chad Patterson | | 42 | | Chief Commercial Officer |
| Sumi Shrishrimal | | 45 | | Executive Vice President, Chief Risk Officer |
| Mervin Smith | | 48 | | Executive Vice President, Business Operations |
| Minang Turakhia, M.D., M.S. |
| 50 |
| Chief Medical Officer, Chief Scientific and EVP, Product Innovation Officer |
| Daniel Wilson |
| 42 |
| Executive Vice President, Corporate Development and
Investor Relations |
Our Board of Directors chooses executive officers, who then serve at the discretion of our Board of Directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers. For information regarding Mr. Blackford, please refer to “Proposal No. 1—Election of Directors.
Brice Bobzien has served as our Chief Financial Officer since August 2022. From January 2018 to August 2022, Mr. Bobzien held various positions, most recently as the Senior Vice President, Global FP&A, Investor Relations and Strategic Pricing at DexCom, Inc., a company that develops, manufactures, produces and distributes continuous glucose monitoring systems for diabetes management. From January 2013 to December 2017, Mr. Bobzien held various positions, most recently Vice President, Finance at NuVasive, Inc., a company which develops medical devices and procedures for minimally invasive spine surgery. From September 2010 to January 2013, Mr. Bobzien served as the Finance Director at Macs Convenience Stores, LLC and from January 2005 to September 2010, Mr. Bobzien held various roles, most recently Associate Director of Finance/Controller at Zimmer Inc., a medical device company.
From January 2002 to December 2004, Mr. Bobzien served as an Assurance Auditor at BKD, LLP. an accounting and advisory firm. Mr. Bobzien has a B.S. in Business Administration from Indiana University, Fort Wayne, and is a Certified Public Accountant (inactive) in the state of Indiana.
Patrick Murphy has served as our Chief Legal Officer since November 2021 and as our Chief Business Officer since April 2023. From January 2016 to November 2021, Mr. Murphy held various roles at DexCom, Inc., most recently as Executive Vice President and Chief Legal Officer. From September 2003 to January 2016, Mr. Murphy was an attorney at Stradling Yocca Carlson & Rauth law firm, where he specialized in corporate finance, mergers and acquisitions and general corporate matters. Mr. Murphy received a J.D. from the St. Louis University School of Law and a B.S. from the Truman State University. Mr. Murphy is a member of the State Bar of California.
Chad Patterson has served as our Chief Commercial Officer since July 2022. From January 2021 to July 2022, Mr. Patterson served as Executive Vice President, Chief Marketing Officer at DexCom, Inc., a company that develops, manufactures, produces and distributes continuous glucose monitoring systems for diabetes management. Mr. Patterson previously served in roles of increasing seniority at DexCom, including as Senior Vice President, Global Marketing and Product Management from March 2020 to January 2021, Vice President, Global Marketing and Product Management from March 2019 to March 2020, Senior Director, Global Consumer Marketing from March 2018 to March 2019, and Director of Marketing from November 2015 to February 2018. Prior to joining DexCom, Mr. Patterson held various positions at Nestlé, a manufacturer of food products, from 2005 to 2015. Mr. Patterson has a B.A in Marketing, Entrepreneurship and International Business from Gonzaga University and an M.B.A. from the University of Southern California, Marshall School of Business.
Sumi Shrishrimal has served as our Chief Risk Officer since May 2022. From May 2018 to May 2022, Ms. Shrishrimal held various positions with DexCom, Inc., most recently as Chief Risk Officer. From March 2016 to May 2018, Ms. Shrishrimal served as Vice President, Internal Audit at NuVasive, Inc., and previously served as their Senior Director, Internal Audit, from November 2014 to February 2016. From December 2003 to October 2014, Ms. Shrishrimal served in various roles at Corinthian Colleges, most recently as Vice President, Internal Audit. Ms. Shrishrimal holds a B.A. in Accounting and Information Systems from University of Mumbai in India.
Mervin Smith has served as Executive Vice President of Business Operations since July 2023. In addition to other responsibilities, Mr. Smith oversees our Global Business Services center, Clinical Operations, Manufacturing and Business Operations. Prior to iRhythm, Mr. Smith served in executive leadership roles at Zimmer Biomet, a global medical technology company, between September 2003 to January 2023. Most recently, from December 2021 to January 2023, Mr. Smith served as Vice President & General Manager for Surgical, Restorative Therapies & Office Based Technologies. Mr. Smith holds a M.B.A from Ball State University and a B.S., Accounting, from the University of Pittsburgh.
Minang Turakhia, M.D., M.S. has served as our Chief Medical Officer and Chief Scientific Officer since June 2022 and as our Executive Vice President, Product Innovation since April 2023. Dr. Turakhia has served as a Professor of Medicine (on leave) at the Stanford University School of Medicine since August 2008. From August 2008 to June 2022, Dr. Turakhia served as Chief, Cardiac Electrophysiology at VA Palo Alto Health Care System, where he still practices and performs catheter ablation and device implantation. Dr. Turakhia holds a B.S. in Molecular Biology and Computer Science from the University of California, Berkeley, and received his M.D. from the University of California, San Francisco. He also holds a M.S. in Clinical Research from University of California, San Francisco and received clinical training at Harvard’s Brigham & Women’s Hospital the University of California, San Francisco.
Daniel Wilson has served as our Executive Vice President, Corporate Development and Investor Relations since April 2023 and previously served as Executive Vice President, Corporate Development, Corporate Strategy and Investor Relations from June 2019 to April 2023. Previously, he served as Director and Head of Business Development at Penumbra, Inc., a global healthcare company focused on innovative therapies. Prior to Penumbra, he held various positions at J.P. Morgan between August 2006 and May 2016, most recently as Executive Director in the Healthcare Investment Banking group focused on digital health, medical technology and emerging healthcare companies. Earlier in his career, he held various positions in Piper Jaffray’s Healthcare Investment Banking group from August 2004 to August 2006. He started his career at KPMG as an Audit Associate from September 2003 to August 2004. Mr. Wilson has a B.S. in Business Administration from California Polytechnic State University at San Luis Obispo.
LETTER FROM COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE TO OUR STOCKHOLDERS
Dear Fellow Stockholders,
At our most recent investor day, the company articulated its ambitious goal to achieve one billion dollars in revenue by 2027 and defined the strategic pillars to position the company to deliver on this goal. Beginning in 2021, the company underwent a transformational shift focused on strengthening its foundational infrastructure and people to prepare for this long-term growth. Our renewed focus on the strategic pillars included hiring executives with experience in large multi- national companies and proven track records in both execution and growth, restructuring and optimizing our commercial sales force, establishing an enterprise risk function, remediating all outstanding material weaknesses, implementing a global business services center, and improving patient experience functions.
The early benefits of this shift have already begun to be realized. In 2023, as the company continued to execute successfully on these business and operation growth strategies, we achieved success in key areas such as:
•Initiating the largest product launch in company history – a next generation long-term continuous monitoring platform called Zio Monitor – while also enhancing our patient mobile application;
•Publishing the CAMELOT study, the first and largest study of its kind demonstrating that Zio XT monitoring is associated with the highest diagnostic yield and lowest likelihood of retesting amongst other ambulatory cardiac monitoring modalities and within the long-term continuous monitoring category; and
•Receiving EU CE mark for Zio Monitor in the European Union and being granted the high medical needs designation in Japan.
Although 2023 was a transformational year for the company, we also faced certain unanticipated challenges that could have distracted the teams from important initiatives required to deliver on our long-range plan. We shared that the company received a Subpoena Duces Tecum from the Consumer Protection Branch, Civil Division of the U.S. Department of Justice requesting production of various documents regarding our products and services on April 4, 2023. In addition, on May 25, 2023, iRhythm then received a Warning Letter from the U.S. Food and Drug Administration, which resulted from the FDA’s inspection at our Cypress facility in August 2022. The newly hired management team faced these challenges shortly after joining and it required a renewed focus on operational excellence, a reinvigorated commitment to process improvement, and diligent engagement with the external agencies while staying laser focused on the goals we set for future. The management team stepped up to the challenges and we remain confident that we can mitigate these risks.
With this context in mind, we firmly believe that the success of the company and the execution of iRhythm’s business strategy depends upon the leadership, stability, and operational excellence of our management team. To achieve this, we believe that the executive compensation structure must incentivize success within our short- and long-term programs that are directly tied to our financial, operational, and strategic goals. With a predominantly new leadership team in place, each of the NEOs along with other critical employees were granted a special one-time strategic long-term incentive equity award to ensure that the leadership team:
•Quickly integrates into the company to create one unified team focused on delivering on the long-term strategy;
•Remains focused on, and committed to, the long-term strategic pillars previously laid out;
•Continues to be aligned to stockholder interests;
•Delivers the company’s goals of growth and patient experience, operational excellence, and accelerating innovation;
•Is retained and stable despite unanticipated challenges and headwinds; and
•Is rewarded only if meaningful strategic progress is made and stockholder value is created.
Furthermore, we regularly engage with our stockholders to gain feedback on our executive compensation program and have made tangible progress towards further aligning the incentivization of our management team with stockholder interests. In 2023, we advanced this by extending the total stockholder return modifier within our performance-based restricted stock units to all NEOs and not just the CEO.
iRhythm is committed to a pay-for-performance culture that is supported through sound compensation and corporate governance policies that reflect best practices. We also are committed to continuing to engage with our stockholders and to constantly assess and evaluate our programs to ensure they align with our strategic pillars and create stockholder value.
As we look ahead, our strategic plan remains unchanged. iRhythm is fully committed to bringing high quality service to more patients in more locations worldwide, and we believe that this is supported by a compensation program that rewards performance in alignment with stockholders' interests. We thank you for your continued engagement and respectfully request your support for our 2024 Say on Pay proposal.
Sincerely,
Karen Ling, Chair of Compensation and Human Capital Management Committee
C. Noel Bairey Merz, M.D.
Bruce G. Bodaken
Abhijit Y. Talwalkar
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) describes the materialkey elements of our executive compensation program, during 2021policies and provides an overview of our executive compensation philosophypractices, and objectives. It analyzes how and whythe key decisions made by the Compensation and TalentHuman Capital Management Committee (referred to in this CD&A discussion as the “Committee”) of ourthe Board of Directors (the “Compensation Committee”) arrived atregarding those programs during fiscal 2023.
For purposes of this CD&A and executive compensation disclosures, the specific compensation decisions for our executive officers, including our Named Executive Officers, for 2021, detailing the key factors that the Compensation Committee considered in determining their compensation. This Compensation Discussion and Analysis focuses on the compensation programs for our Named Executive Officers during 2021, who were:
•Quentin S. Blackford, our President and Chief Executive Officer;
•Douglas J. Devine, our Chief Financial Officer, Interim Chief Executive Officer (from June 1, 2021 until October 4, 2021) and Chief Operating Officer;
•David A. Vort, our Chief Commercial Officer;
•Daniel G. Wilson, our Executive Vice President of Strategy, Corporate Development and Investor Relations;
•Mark J. Day, our Executive Vice President, Research & Development;
•Kevin M. King, our former President and Chief Executive Officer; and
•Michael J. Coyle, our former President and Chief Executive Officer.
Management Changes in 2021
•On December 14, 2020, we announced that Mr. King would be retiring from his positionindividuals listed below are referred to collectively as our President and Chief Executive Officer, effective January 12, 2021. In connection with his retirement, we entered into a transition and consulting agreement with Mr. King pursuant to which he would assist with the transition of his role and consult“named executive officers” or “NEOs”. Our NEOs for us as an executive advisor following his resignation. (For more information on Mr. King’s transition and consulting agreements, see “Compensation Arrangements with Mr. King” below.)fiscal 2023 are:
•On December 14, 2020, we also announced that Mr. Coyle had been appointed as our President and Chief Executive Officer, effective January 12, 2021. In connection with his appointment as our President and Chief Executive Officer, we entered into an employment offer letter with Mr. Coyle. On June 1, 2021, Mr. Coyle resigned his position as our President and Chief Executive Officer, effective on that date. In connection with his resignation, we entered into a separation and release agreement and a consulting agreement with Mr. Coyle. Mr Coyle’s consulting agreement ended on October 5, 2021, per the terms of the agreement. (For more information on Mr. Coyle’s employment offer letter, separation and release agreement and consulting agreement, see “Compensation Arrangements with Mr. Coyle” below.)
•On June 1, 2021, Mr. Devine, our Chief Financial Officer, was appointed as our Interim Chief Executive Officer, in addition to continuing to serve as our Chief Financial Officer. In connection with his appointment, we entered into an employment offer letter with Mr. Devine. (For more information on Mr. Devine’s employment offer letter, see “Executive Summary – 2021 Executive Compensation Highlights – Appointment of Interim Chief Executive Officer” below.)
•On September 13, 2021, we announced that Mr. Blackford had been appointed as our President and Chief Executive Officer, effective October 4, 2021. In connection with his appointment as our President and Chief Executive Officer, we entered into an employment offer letter with Mr. Blackford. (For more information on Mr. Blackford’s employment offer letter, see “Executive Summary – 2021 Executive Compensation Highlights – Appointment of Chief Executive Officer” below.)
•On October 4, 2021, Mr. Devine stepped down as our Interim Chief Executive Officer and continued his role as our Chief Financial Officer.
•On December 1, 2021, Mr. Devine was appointed as our Chief Operating Officer. He continues to serve as our Chief Financial Officer as well. (For more information on Mr. Devine’s promotion offer letter, see “Executive Summary – 2021 Executive Compensation Highlights – Promotion of Mr. Devine” below.)
•On December 1, 2021, Mr. Vort, our Executive Vice President, Sales was appointed our Chief Commercial Officer. (For more information on Mr. Vort’s promotion offer letter, see “Executive Summary – 2021 Executive Compensation Highlights – Promotion of Mr. Vort” below.) | | | | | | | | |
| Name | | Position |
| Quentin Blackford | | President, Chief Executive Officer, Director |
| Brice Bobzien | | Chief Financial Officer |
| Patrick Murphy | | Chief Business Officer and Chief Legal Officer |
| Chad Patterson | | Chief Commercial Officer |
| Minang Turakhia | | Chief Medical Officer, Chief Scientific Officer and EVP, Product Innovation |
Executive Summary
We are a digital healthcare company redefining the way cardiac arrhythmias are clinically diagnosed by combining our wearable biosensing technology with cloud-based data analytics and deep-learning capabilities. Our goal is to be the leading provider of ambulatory electrocardiogram (“ECG”) monitoring for patients at risk for arrhythmias. We have created a portfolio of ambulatory cardiac monitoring services on a unique platform, called the Zio service, which combines an easy-to-wear and unobtrusive biosensor that can be worn for up to 14 consecutive days with powerful proprietary algorithms that distill data from millions of heartbeats into clinically actionable information
In 2021, we faced several headwinds, including CMS’ decision in December 2020 to delay setting national pricing for Zio XT, changes to regional reimbursement rates through Novitas in January 2021, and several leadership transitions. Despite the headwinds,2023, we continued to expanddrive significant growth in our core market with Zio XTbusiness, and Zio AT, where we delivered double-digit growthbelieve that our ongoing accomplishments and investments will provide the foundation for sustained value creation over 2020the long term. Over the past five years, our revenue CAGR grew over 27%, reflecting continued resilience amid various micro- and unit growth outpaced revenue growth. In addition, we reached an exciting milestone of surpassing 4 million patients served. Today, physicians are treating well above 1 million new patients each year with our best-in-class technology that leverages more than 1 billion hours of curated ECG data and delivers the gold standard in ambulatory cardiac monitoring.
macro-economic challenges. Our significant financial and operational highlights for 2021 include:2023 included:
Accelerated momentum in core U.S. commercial business
•revenueGrew full year 2023 patient registrations by 24% compared to full year 2022;
•Drove record full year of $322.8million, an increase of 22% from $265.2 million in 2020;
•gross profit of $213.5million, or 66% gross margin, up from $194.9 million, or 73% gross margin,new account onboarding for Zio LTCM service in the same periodUnited States;
•Launched our next generation Zio Monitor patch that builds on the high performance of Zio XT, together with an enhanced Zio Monitor service that includes an updated patient experience to simplify enrollment and improve patient case management, and a refreshed patient mobile application; and
•Published the CAMELOT study in 2020;the peer-reviewed American Heart Journal in December 2023, demonstrating higher clinical diagnostic yield and lower odds of retesting with Zio LTCM service compared to other LTCM as well as to event recorder, mobile cardiac telemetry, and Holter.
Advanced initiatives within growth pillars to drive future value creation
•Zio Monitor system granted high medical needs designation by the Japanese Ministry of Health, Labour, and Welfare — reflecting recommendation by the Japanese Heart Rhythm Society — and we submitted a Shonin pre-market application to the Japanese Pharmaceutical and Medical Device Agency for regulatory approval in Japan;
•Received European Union CE marking under Medical Devices Regulation for the Zio Monitor and ZEUS System, which supports the capture and analysis of ECG data recorded by the Zio Monitor patch at the end of the wear period;
•Opened a global business services center in Manila, Philippines, to position us to maintain patient satisfaction, scale globally, and perform more efficiently; and
•Generated additional published evidence of feasibility supporting the potential to expand into predictive models.
Operated with discipline and efficiency to drive financial sustainability
•Revenue of $492.7 million increased by approximately 20% compared to full year 2022;
•Gross margin of 67.3% decreased by 120-basis point compared to full year 2022;
•Net loss from operations for 2021 was $99.9of $123.4 million reflected an increased loss of $7.3 million compared to full year 2022;
•Adjusted EBITDA of ($4.9) million reflected a loss of $43.7$6.4 million for 2020;improvement compared to full year 2022; and
•cash,Cash, cash equivalents, and investments were $239.1marketable securities balance of $133.8 million as of December 31, 2021.2023.
Despite short term headwinds in 2021, we are building long-term value that benefits our shareholders and have done so consistently. The following depicts our relative Total Shareholder Return (“TSR”) forTaking into consideration the one, three and five-year periods ended March 31, 2022, compared to the S&P Healthcare Equipment Select Industry Index.
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2021 Executive Compensation Highlights |
Based on our overall operating environment and business results, as well as the management changes summarized above, the Compensation Committee took the following key actions during 2023 with respect to the compensation of our Named Executive Officers for 2021:the NEOs:
•Base Salaries – Approved annualSalaries: For fiscal 2023, the Committee reviewed the base salaries payable to the NEOs with consideration of market positioning as well as individual performance. The merit increase ranged from 2.2% to 7.5%, and, as a result, made certain salary increases for our Named Executive Officers (other than Messrs. Coyle and Blackford whose 2021 compensation arrangements are discussed elsewhere in this Compensation Discussion and Analysis) in amounts ranging from 3% to 4% of their 2020 annual base salaries.as described below.
•Annual Incentive Bonus Opportunities –Approved targetPayout: The 2023 annual cash bonus opportunities for our Named Executive Officers (other than Messrs. Coyle and Blackfordwhose 2021 compensation arrangements are discussed elsewhere in this Compensation Discussion and Analysis) under our 2021 Annual Bonus Plan generally aligned to prior year practices.
•Annual Cash Bonus Awards –Under the 2021 Annual Bonus Plan, participants were eligible to earn cash bonus awardsplan is based on our actual corporate performance as measured against pre-established 2023 target levels ofgoals for total revenue and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) for 2021. Basedand individual performance. For the NEOs, the cash bonus award ranged from 101.0% to 106.0% of target based on ourthe company’s performance at 200% achievement, our Named Executive Officers who were participants in our 2021 Annual Bonus Plan earned 200%factor of their101.0% and individual performance factors that ranged from 100.0% to 105.0%.
•Target Bonus: The Committee increased the target annual incentivecash bonus opportunities.opportunity in 2023 for Mr. Patterson and Mr. Turakia to align with the competitive market data. No changes were made to the target annual cash bonus opportunity for other NEOs.
•PSU Payout - 2021-2023 Cycle: The PSU cycle commencing on January 1, 2021, and ending on December 31, 2023, resulted in a payout of 88.78% of target units granted.
•Long-Term Equity Incentive Compensation – GrantedCompensation: The 2023 annual long-term incentive compensation opportunities inaward for the form ofNEOs continued to be equally split time-based restricted stock unit (“RSU”) awards and performance-based restricted stock unit (“PSU”) awards, towhich remains ahead of peer practices in PSU use for executives other than the CEO. The PSUs will be earned based on cumulative CAGR of our Named Executive Officers (other than Messrs. Coyleglobal unit volume over a three-year performance period and Blackford whose 2021 compensation arrangements are discussed elsewhere in this Compensation Discussion and Analysis).
•Appointment of Interim Chief Executive Officer – In connection with his appointment aswill be further adjusted based on our Interim Chief Executive Officer effective June 1, 2021, weentered into a letter agreement dated July 2, 2021 (the “Devine Letter Agreement”) with Mr. Devine. Pursuantshare price performance relative to the Devine Letter Agreement, our compensation arrangements with Mr. Devinecompanies comprising the S&P Healthcare Equipment Select Industry Index. The CEO received a total grant of $6.2 million (both RSUs and PSUs at “target”) and the other NEOs received an individual total grant ranging from $2 million to $2.3 million (both RSUs and PSUs at “target”).
•Special One-Time Long-Term Strategic PSU Award: In August 2023, each NEO received a special one-time three-year performance-based strategic equity award based on multiple operational, strategic, and TSR goals that differed from annual PSU goals, referred to as the 2023 Strategic PSU Award. The 2023 Strategic PSU Award was granted as part of a larger program in his dual rolewhich other management members also received an award. The objective of this award is to quickly integrate into the company the predominately new leadership team to create one unified team focused on delivering on the long-term strategy; motivate key executives and other key management team members in the organization to deliver on the company’s goals of growth and patient experience, operational excellence, and accelerating innovation, while retaining critical talent despite unanticipated challenges and headwinds. The award value at maximum performance achievement level as our Interim Chief Executive Officer and Chief Financial Officer were as follows:
•an annual base salary of $600,000;
•a target annual cash bonus opportunity equal to 60% of his actual base salary earnedthe grant date for the year, based on achieving one or more performance objectives established by our BoardCEO and each of Directorsall other NEOs was $7.5 million and subject$2.1 million, respectively.
Pay for Performance Philosophy
iRhythm’s executive compensation programs and policies are designed to being prorated for any quarter in which he is not employed for the entirety of the applicable quarter;
•the one-time grant of an RSU award with an aggregate grant date fair value of $1.15 million that may be settled for shares of our common stockretain and which will vest in full on the anniversary of the date of grant, subject to his continued employment through such date;motivate a strong, capable, high functioning and
•continued eligibility to participate in our standard benefit plans as in effect from time to time on the same basis as other similarly situated executives.
In addition, Mr. Devine was to continue as a “Tier 2” eligible employee in our Executive Change in Control and Severance Policy. The term of this arrangement, including title and base compensation changes noted above, ended when Mr. Devine ceased to be Interim CEO.
•Appointment of Chief Executive Officer – In connection with his appointment as our President and Chief Executive Officer effective October 4, 2021, weentered into an employment offer letter dated September 8, 2021 (the “Blackford Employment Agreement”) with Mr. Blackford. Pursuant to the Blackford Employment Agreement, our compensation arrangements with Mr. Blackford were as follows:
•an annual base salary of $650,000;
•commencing in 2022, a target annual cash bonus opportunity equal to 100% of his base salary at the time of bonus approval, based on achieving one or more financial and/or other performance objectives established by our Board of
Directors, subject to being prorated for any calendar quarter in which he is not employed for the entire quarter and payable only if he is employed on the date the bonus, if any, is paid;
•a one-time signing bonus in the amount of $675,000 (which we believed was equivalent to the bonus he would have earned from his prior employer), payable in a lump sum in 2022 and repayable if his employment is terminated within 24 months of his hire date due to his resignation without “good reason” (as defined in our Executive Change in Control and Severance Policy) or his termination of employment for “cause” (as defined in our Executive Change in Control and Severance Policy), experienced executive team with the repayable amount equalability to the product of (i) the gross amount of the signing bonus multiplied by (ii) a fraction (A) the numerator of which is equal to the difference between (x) 24 minus (y) the number of completed months he has served as our regular, full-time Chief Executive Officer as measured immediately prior to his termination date and (B) the denominator of which is 24;
•the grant of an RSU award with an aggregate grant date fair value of $6 million that may be settled for shares of our common stock and which will vest annually over four years at the rate of 25% per year, subject to his continuing employment through each applicable vesting date;
•the grant of a PSU award with an aggregate grant date fair value of $3 million that may be settled for shares of our common stock and which will vest pursuant to the performance-based metrics applicable to our management team generally as set forth in our 2021 PSU incentive program as previously approved by our Board of Directors, subject to his continuing employment through each applicable vesting date; and
•eligibility to participate in our standard benefit plans as in effect from time to time on the same basis as other similarly situated executives.
In addition, upon his employment Mr. Blackford became a “Tier 1” eligible employee in our Executive Change in Control and Severance Policy.
Mr. Blackford forfeited a significant portion of his prior equity awards when he left his former employer, and that fact influenced our decision with respect to the total size of the equity awards he received upon hire, plus the decision to grant him an additional equity award in February of 2022. Pursuant to the Blackford Employment Agreement, it would be recommended to the Compensation Committee and our Board of Directors that, in February 2022, Mr. Blackford receive equity awards with an aggregate grant date value of $5 million, consisting of a PSU award which would vest pursuant to the performance-based metrics established for our management team generally to be set forth in our 2022 PSU incentive program as determined by our Board of Directors in its sole discretion, subject to his continuing employment through each applicable vesting date.
The Blackford Employment Agreement was negotiatedexecute on our behalf by the Compensation Committee and approved by the independent members of the full Board of Directors. In establishing his initial compensation arrangements, we took into consideration the requisite experience and skills that a qualified candidate would need to manage a growing business in a dynamic and ever-changing environment, the competitive market for similar positions at other comparable companies based on a review of compensation survey data and the need to integrate him into the executive compensation structure that we had developed since our initial public offering of our equity securities, balancing both competitive and internal equity considerations.
•Promotion of Mr. Devine – In connection with the promotion of Mr. Devine to the position of Chief Operating Officer effective December 1, 2021, we entered into a promotion offer letter dated December 8, 2021 (the “Devine Promotion Letter”) with Mr. Devine. This position was in addition to his position as our Chief Financial Officer. Pursuant to the Devine Promotion Letter, our compensation arrangements with Mr. Devine were as follows:
•an annual base salary of $500,000;
•a target annual cash bonus opportunity equal to 60% of his actual base salary earned for the year, based on achieving one or more performancestrategic growth objectives, established by our Board of Directors, payable upon achievement of such objectives as determined by our Board of Directors and subject to being prorated if he is not employed through the entirety of the applicable quarter to which such bonus opportunity relates;and
•eligibility to continue to participate in our standard benefit plans as in effect from time to time on the same basis as other similarly situated executives.
In addition, Mr. Devine was to continue as a “Tier 2” eligible employee in our Executive Change in Control and Severance Policy.
•Promotion of Mr. Vort – In connection with the promotion of Mr. Vort to the position of Chief Commercial Officer effective December 1, 2021, we entered into a promotion offer letter dated December 8, 2021 (the “Vort Promotion Letter”) with Mr. Vort. Pursuant to the Vort Promotion Letter, our compensation arrangements with Mr. Vort were as follows:
•an annual base salary of $409,500;
•continued eligibility to earn a quarterly bonus pursuant to the terms and conditions set forth in his 2021 Sales Commission Plan – Executive Vice President which he executed on February 8, 2021; and
•eligibility to continue to participate in our standard benefit plans as in effect from time to time on the same basis as other similarly situated executives.
In addition, Mr. Vort was to continue as a “Tier 2” eligible employee in our Executive Change in Control and Severance Policy.
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Pay-for-Performance Philosophy |
We view our compensation practices as a tool to align our executive officers, including our Named Executive Officers, with our strategic goals and reward highwhile aligning strong performance, collaboration and accountability. We believe our executive compensation program is reasonable, competitiveaccountability with business results and appropriately balances the goals of attracting, motivating, rewarding and retaining our Named Executive Officers with the goal of aligning their interests with those of our stockholders.
To ensure this alignment and to motivate and reward individual initiative and effort, a substantial portion of our Named Executive Officers’the NEOs’ target total direct compensation is both performance-based and “at-risk.”
In 2021,2023, we emphasized performance-based compensation that appropriately rewards our Named Executive Officers through two separate compensation elements:
•The first is the annual cash bonus award that is based on the company’s performance against financial objectives specified at the beginning of the performance year and an evaluation of individual accomplishments and performance during the year.
First, our Named Executive Officers participated in our 2021 Annual Bonus Plan, which provides payments if they produce short-term financial, operational and strategic results that meet or exceed
•The second is the key objectives set forth ingrant of PSU awards as part of our annual operating plan.
In addition, we granted PSU awards,equity cycle, which comprise approximately one-half50% of our Named Executive Officers’the NEOs’ annual long-term incentive compensation arrangements (except in the casecompensation. These annual PSUs require our achievement of Mr. Blackford), with the sharesa target goal of our common stock subject to such awards to be earned over a three-year performance period based on our actual results as measured against the target level for growth in our compound annual growth rate in global unit volumes, established for such period.volume over a three-year period, with the resulting achievement modified by our relative shareholder returns or TSR against an industry index.
TheseThe performance-based and variable pay elements ensure that a substantial portion of our Named Executive Officers’the NEOs’ target total direct compensation for 20212023 is contingent (rather than fixed) in nature,“at risk”, with the amounts ultimately payable subject to variability above or below granttarget levels commensurate with ourthe company’s actual performance. Specifically, 94%approximately 90% of Mr. Blackford’sthe CEO’s and 84% of the other NEOs’ annual compensation is variable or at risk, while 77% of our other incumbent Named Executive Officers’ compensation is variable or at risk.
and connected to company’s operational, financial, and share price performance. The annual pay mix for Mr. Blackfordthe CEO and our other incumbent Named Executive Officers during 2021NEOs in 2023 is reflected this “pay-for-performance” design:below and excludes the Strategic PSUs.
We believe that our compensation design provides balanced incentives for our Named Executive Officers to meet our business objectives and drive our long-term growth. To ensure we remain faithfulongoing alignment to ourthe compensation philosophy, the Compensation Committee regularlyalso periodically evaluates the relationship between the reported values of the equity awards granted to our executive officers, and the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years and corresponding company performance over thisthe same period.
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Executive Compensation Philosophy Our overarching compensation philosophy is focused to achieve the following primary objectives: •enable the attraction and retention of high-caliber executive talent; •directly link rewards to the achievement of key financial, operational, and strategic results that build long-term stockholder value; and •recognize individual performance by linking rewards to individual achievements in addition to measurable corporate results. To achieve our compensation philosophy, our current practice is to combine a mixture of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of an annual cash bonus plan, which focus on our yearly operating results, and long- term incentive compensation opportunities are provided in the form of equity awards. While we do not have a specific policy on the allocation between short-term and long-term compensation elements, the majority of the NEOs’ compensation is delivered in long-term equity-based compensation. While the pay mix may vary from year to year, the overarching goal is to achieve our compensation objectives and ensure that a meaningful percentage of total compensation is tied to long-term performance.
Executive Compensation Policies and Practices |
We endeavor to maintain and operate under sound corporate governance standards consistentto best serve our stockholders and be aligned with ourexternal industry expectations, while also incorporating certain “best practices” in executive compensation policies and practices.compensation. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:
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| What We Do | |
| What We Don’t Do |
▪Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors. ▪Retain an Independent Compensation Adviser. The Compensation Committee engaged its own compensation adviseran independent consultant to provide information and analysis with its 2021 compensation review, and other adviceadvise on all executive compensation related matters independent of management. In 2021, this compensation advisor did not provide any other services to us. ▪Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes, and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. ▪Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officers’NEOs’ compensation is “at risk” based onand directly linked to our corporate and stock performance, as well as equity-based to align with the interests of our Named Executive Officers and stockholders.
▪Use a Pay-for-Performance Philosophy. The majority of our Named Executive Officers’ compensation is directly linked to corporate performance; we also structure their target total direct compensation opportunities with a significant long-term equity component, thereby making a substantial portion of each executive officer’s target total direct compensation dependent upon our stock price and/or total stockholder return. ▪“Double-Trigger” Change-in-Control Arrangements. Our post-employment compensation arrangements in the event of a change in control of the Companycompany are “double-trigger” arrangements that require both a change in control of the Companycompany plus a qualifying termination of employment before payments and benefits are paid.
▪Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in development. ▪Compensation Recovery (“Clawback”) Policyand Misconduct Policies. We have adopted two separate and robust compensation recovery policies applicable to current and certain former executive officers – one is triggered by certain misconduct and one is triggered by an accounting restatement, which is intended to comply with the latest Nasdaq listing rule.
▪Stock Ownership Guidelines. We have adopted a compensation recovery (“clawback”)robust stock ownership policy which provides that, in the event of misconduct or if we are required to prepare an accounting restatement,for our Board of Directors may recover from current and former executive officers. ▪Stock Ownership Guidelines. We have adopted policies that require minimum ownership of shares of our common stock by our Chief Executive OfficerNEOs and the non-employee members of our Board of Directors,Directors.
▪Declined 2023 Equity Incentive Plan Increase. We are committed to responsible management or our equity incentive plan, and which were extendeddecided to not take the evergreen equity refresh provision in 2023 that our other executive officers who are subject to Section 16 of the Securities Exchange Act of 1934 effective January 1, 2022.current plan allows. | |
▪No Executive Employment Agreements: We do not maintain employment agreements with any executive including the NEOs. ▪No Executive Retirement Plans. We do not offer supplemental pension arrangements or retirement plans or arrangements to our NamedNEOs. ▪Limited Executive Officers that are different from or in addition to those offered to our employees generally.
▪Limited Perquisites. We do not provide limited perquisites or other personal benefits with an aggregate incremental amount of more than $10,000 to our Named Executive Officers.any NEO.
▪No Tax ReimbursementsGross-Ups on Perquisites. Perquisites: We do not provide any tax reimbursement payments (including “gross-ups”)gross-ups on any perquisites, or other personal benefits, other than related to standard relocation and corporate housing benefits.
▪No Special Welfare or Health Benefits. Our Named Executive OfficersNEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our employees generally.
▪No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (includingincluding “gross-ups”) on any severance or change-in-control payments or benefits.
▪No Hedging or Pledging of Our Equity Securities. We prohibit our employees, including our executive officers, and the members of our Board of Directors from engaging in certain derivative transactions and from hedging our securities.
▪No Pledging of Our Equity Securities. We prohibit our employees, including our executive officers,securities, and the members of our Board of Directors from holding our securities in a margin account or pledging our securities as collateral for a loan.
•No “Single Trigger” Change-in-Control Arrangements. We do not provide cash severance or automatic vesting of equity awards based solely upon a change in control of the Company.
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Stockholder Advisory Vote on Named Executive Compensation |
At our 2021 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote). Approximately 87.9% of the votes cast approved our executive compensation program for 2020. Our Board of DirectorsGovernance and the Compensation Committee consider the result of the Say-on-Pay vote in determining the compensation of our executive officers, including our Named Executive Officers. Based on the level of support for our executive compensation program demonstrated by the result of last year’s Say-on-Pay vote, among other factors, our Board of Directors and the Compensation Committee determined not to implement significant changes to our executive compensation program for 2021.
We value the opinion of our stockholders. Our Board of Directors and the Compensation Committee will continue to consider the result of the Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers.
In addition, consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected in the non-binding stockholder advisory vote on the frequency of future Say-on-Pay votes held at our 2019 Annual Meeting of Stockholders, we intend to hold future Say-on-Pay votes on an annual basis. Accordingly, following the Annual Meeting of Stockholders to which this Proxy Statement relates, our next Say-on-Pay vote will be conducted at our 2022 Annual Meeting of Stockholders.
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Executive Compensation Philosophy and Program Design |
Executive Compensation Philosophy
Our overarching compensation philosophy is highly focused on rewarding individual performance while ensuring alignment of top performers to current market practices. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:
•enable the attraction and retention of high-caliber executive talent;
•directly link rewards to the achievement of key financial, operational and strategic results that build long-term stockholder value; and
•recognize individual performance by linking rewards to individual achievements in addition to measurable corporate results.
Executive Compensation Program Design
Consistent with our compensation philosophy, our current practice is to combine a mixture of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of an annual cash bonus plan, which focuses on our yearly operating results, and long-term incentive compensation opportunities are provided in the form of equity awards, including:
•PSU awards that may be earned over a multi-year performance period based on our actual results as measured against the target established for such period; and
•RSU awards that derive additional value from increases in our stock price over time and that are subject to multi-year vesting requirements.
We do not have a specific policy on the percentage allocation between short-term and long-term compensation elements. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above and ensure a meaningful percentage of total compensation is tied to long term performance.
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Governance of Executive Compensation Program |
Role of the Compensation and TalentHuman Capital Management Committee (“Compensation Committee”)
The Compensation Committee discharges manyhas the principal responsibility for establishing, implementing, and monitoring adherence to the compensation philosophy and objectives. The Committee oversees the compensation and benefit policies and programs, and strategies related to the management of human capital. The Committee is responsible for the responsibilities ofexecutive compensation program for the executive officers and reports to our Board of Directors relatingon its discussions, decisions, and other actions.
As it relates to the compensationCEO, the Committee evaluates his performance against the goals and objectives that were approved by the Board of our executive officers, including our Named Executive Officers. The Compensation Committee has overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluatingDirectors at the compensation plans, policies and practices applicable to our Chief Executive Officer and other executive officers.
The Compensation Committee has authority to make decisions regardingbeginning of the compensation of our Named Executive Officers (other than our Chief Executive Officer)year, and makes recommendations to the independent members of the full Board of Directors regarding his compensation. As it relates to the other NEOs, the Committee, in consultation with the CEO, reviews and approves all compensation decisions. Our CEO and CFO provide initial recommendations to the Committee on the company’s achievement of our Chief Executive Officer. corporate and functional performance objectives under the incentive plans.
The Compensation Committee also reviews and provides specific compensation recommendations to our Board of Directors relating to the non-employee independent members of our Board of Directors.
The Compensation Committee retains aan independent compensation consultant that specializes in executive compensation standards and practices (as described below) to provide support in its review and assessment of our executive compensation program.
Compensation-Setting Process
The Compensation Committee develops recommendations forreviews the base salary, annual cash bonus and long-term incentive compensation of the CEO and other NEOs at the beginning of the calendar year, or more frequently as warranted to develop the target total direct compensation opportunities, as well as each element of these opportunities, of our Chief Executive Officer and other Named Executive Officers.opportunities. The Compensation Committee does not use a single method or measure in formulating its recommendations,the compensation program, nor does it establish specific targets for the total direct compensation of our Named Executive Officers.
The Compensation Committee reviews the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers at the beginning of the calendar year, or more frequently as warranted. When formulating its recommendations for the value of each compensation element and the target total direct compensation of our Chief Executive Officer and determining the compensation of our other Named Executive Officers, the CompensationNEOs. The Committee and our Board of Directors respectively, consider the following factors:
•ourthe company’s performance against the financial and operational objectives established earlier during the fiscal year and for the financial metrics, where available, our company’s performance relative to the compensation peer group selected by the Compensation Committee and our Board of Directors;Committee;
•each individual Named Executive Officer’sNEO’s skills, experience, and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;
•theand scope of each Named Executive Officer’s role compared to other similarly-situated executives at the companies in our compensation peer group;and potential contributions;
•the performance of each individual Named Executive Officer,NEO based on a subjective assessment of histheir contributions to ourthe overall Company performance, ability to lead histheir business unit or function and work as part of a team, all of which reflect ourthe Company’s core values;
•internal compensation equity among the NEOs;
•compensation parity among our Named Executive Officers;
•our financial performance relative to our peers;
•the compensation practices of ourthe compensation peer group and the positioning of each Named Executive Officer’sNEO’s compensation relative to comparable positions at peer companies and other market compensation levels in a ranking of peer companythe broader medical device industry; and
•the compensation levels; and
•the recommendations provided by our Chief Executive Officerthe CEO with respect to the compensation of our other Named Executive Officers.
NEOs.
These factors provide the framework for compensation decision-making and finalto make decisions regarding the total direct compensation opportunity for each Named Executive Officer.NEO. Neither the Compensation Committee, nor our Board of Directors, assigns relative
weights or rankings to such factors. No singleparticular factor is determinative in setting pay levels nor was the impact of any factor on the determination of pay levels quantifiable. The Compensation Committee’s orand our Board of Directors’ consideration of any particular factor may range from inapplicable to significant, depending upon the individual and period under consideration. Rather, the Compensation Committee and our Board of Directors rely uponis guided by their members’ knowledge, experience and collective judgment in assessing the various qualitative and quantitative inputs they receive as to each individual and makesmake compensation decisions accordingly.decisions.
Role of Management
In discharging its responsibilities, the Compensation Committee works closely with the members of ourthe management including our Chief Executive Officer and Chief People Officer, who attend committee meetings. Ourthe CEO. The management team assists the Compensation Committee and our Board of Directors by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our Chief Executive Officer’sthe CEO’s recommendations and proposals with respect to program structures, as well as recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities and other compensation-related matters for our Named Executive Officersthe NEOs (other than himself) based on his evaluation of performance for the prior year.
individual performance.
Each year, our Chief Executive Officerthe CEO reviews the performance of ourthe other Named Executive OfficersNEOs based on such individual’sindividual level of success in accomplishing the business objectives established for him for the prior year and histhe overall performance during that year, and then shares these evaluations with, and makes recommendations to, the Compensation Committee for each element of compensation as described above.compensation. The annual business objectives for each such Named Executive OfficerNEO are developed through mutual discussion and agreement between our Chief Executive Officerthe CEO and the Named Executive Officerseach NEO. The CEO develops his annual corporate goals and objectives independently, which are reviewed, with ourand ultimately determined, by the Board of Directors.
The Compensation Committee reviews and discusses management proposals and recommendations with our Chief Executive Officer and Chief People Officerthe CEO and considers them as one factor in formulating the recommendations for the compensation of our Chief Executive Officerthe CEO and our other Named Executive Officers. Our Chief Executive OfficerNEOs. The CEO recuses himself from discussions and recommendations regarding his own compensation.
Role of Compensation Consultant
The Compensation Committee engages an independent external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2021,2023, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”),Aon to serve as its compensationindependent consultant to advise it on executive compensation matters. ServicesAon’s services included an analysis of competitive market pay practices for senior executives and data analysis and selection of the compensation peer group. Compensia’sThe market analysis and Aon’s advice are key components of the Compensation Committee’s determination ofprocess to determine appropriate and competitive compensation for our Named Executive Officers.
NEOs.
For 2021, Compensia2023, Aon regularly attended meetings of the Compensation Committee and the scope of its engagement included:consulted on:
•the reviewassessing competitive market practices and analysis of the compensation levels for our executive officers, including our Named Executive Officers;NEOs;
•providing an analysis ofassessing the design of our 2021 Executive Bonus Plan,2023 annual bonus plan, as well as a review of short-term incentive compensation plan design practices of the competitive market;
•assessing executive compensation trends within our industry, and updating on corporate governance and regulatory developments;
•reviewing and providing input on the Compensation Discussion and Analysis section of our proxy statement for our 2021 Annual Meeting of Stockholders;statement;
•the reviewreviewing and analysis ofanalyzing the compensation for the non-employee members of our Board of Directors;
•assessing competitive market practices and compensation levels for the Chief Executive Officer position, including the Interim Chief Executive Officer position and other senior executive positions;
•reviewing competitive market practices for stock ownership guidelines;
•reviewing competitive market practices for post-employment compensation arrangements;
•providing an analysis ofassessing the design of our 2021the 2023 PSU awards, as well as a review of PSU awards design and grant practices of the competitive market;
•assessing the design of the Strategic PSUs tied to critical long-term operational and strategic goals for select employees including key executives;
•reviewing competitive market practices for equity compensation, including burn rate and overhang, and advising on the mix of equity award types; and
•the research, development and review of our compensation peer group; and
•support on other ad hoc matters throughout the year.
group.
The terms of Compensia’sAon’s engagement include reporting directly to the Compensation Committee and to the Compensation Committee chairman. Compensia alsoCommittee. Aon coordinates with ourthe management team for data collection and job matching for our executive officers. In 2021, Compensia did not provide any other2023, Aon also provided non-executive compensation consulting services. In aggregate, Aon provided services worth $570,033 related to us.our executive compensation, broad-based compensation and sales compensation programs. The Compensation Committee has evaluated Compensia’sAon’s independence pursuant to the listing standards of The NASDAQNasdaq Stock Market and the relevant SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.
Market Comparators
For purposesthe purpose of comparing the executive compensation of our executive compensationofficers against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. ThisThe Committee reviews the peer group at least annually and adjusts its composition if warranted, considering changes in the Company’s business profile and the business profile of the peer companies. The compensation peer group consists of life sciencesselection process considers companies that are similar to us in terms ofiRhythm based on multiple parameters such as industry sector, revenue, market capitalization, stage of development, geographical location and number of employees.
In July 2020,August 2022, the Compensation Committee withreviewed and updated the assistance of Compensia, updated our compensation peer group for use in 2023 compensation planning to reflect changes in our market capitalization,the Company’s financial profile to recognize ourthe evolving business focus and to account for merger and acquisition activity. In evaluatingactivity among the peer companies. During this annual review, the Committee evaluated the companies comprising the compensation peer group Compensia consideredbased on the following criteria:
•publicly-tradedpublicly traded medical device companies headquartered in the United States;
•biotechnology companiesStates with a medical device product focus, including similar employee headcount of approximately one-third to approximately three times our headcount;
•companies in the healthcare equipment, healthcare services, healthcare supplies, health carehealthcare technology and life sciences tools and services sectors;sectors with a focus on organizations that market to the end user;
•high growth companies within a similar revenue range, approximately one-third to approximately three times our estimated revenue for the previous four fiscal quarters of $230 million;quarters; and
•companies within a similar market capitalization range, approximately one-third to approximately three times our then-estimated market capitalization of $3.2 billion.
The Compensation Committee made several changes to our peer group in August 2020, removing four companies and adding three new companies. AxoGen, Inogen, Intersect ENT and Teladoc Health were removed from our peer group, as their market capitalizations were outside our range. 10x Genomics, Guardant Health and Inspire Medical Systems were all added to the peer group on the basis of their similarity to us in size, market capitalization and industry sector.
Based on a review of the analysis prepared by Compensia, the Compensation Committee approved a revised peer group in August 2020 that was used by the Compensation Committee during much of 2021 as a reference for understanding the competitive market for executive positions in our industry sector. The peer group consisted of the following companies:
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10x Genomics | Invitae |
AtriCure | Natera |
Atrion | NeoGenomics |
BioTelemetry | Nevro |
Cardiovascular Systems | Penumbra |
CareDx | Quidel |
Glaukos | Tactile System Technology |
Guardant Health | Tandem Diabetes Care |
Inspire Medical Systems | |
In August 2021, the Compensation Committee, with the assistance of Compensia, reviewed and updated our compensation peer group for use in 2022 compensation planning. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the following criteria:
•publicly-traded companies headquartered in the United States;
•biotechnology companies with a medical device product focus, including companies in the healthcare equipment, healthcare services, healthcare supplies, health care technology and life sciences tools and services sectors;
•companies within a similar revenue range, approximately one-third to approximately three times our estimated revenue for the previous four fiscal quarters of $276 million; and
•companies within a similar market capitalization range, approximately one-third to approximately three times our then-estimated market capitalization of approximately $1.8 billion.
capitalization.
Based on the assessment, the Compensation Committee made several changesdetermined to our peer group, removing six companies and adding nine new companies. 10x Genomics, Guardant Health, Natera and Penumbra were removed from our peer group as their market capitalizations were outside our range, Quidel was removed from our peer group as its revenue was outside our range and BioTelemetry was removed from our peer group as it had been acquired. AngioDynamics, Fulgent Genetics, Health Catalyst, Heska, Lantheus Holdings, Myriad Genetics, Natus Medical and Tabula Rasa Healthcare were all added tomake the peer group for 2021 onfollowing changes:
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| Companies Added | Companies Removed |
•10x Genomics, Inc. •Abiomed, Inc. •Axonics •Globus Medical •Guardant Health, Inc. •Inari Medical •Insulet •Masimo Corporation •Natera, Inc. •NovoCure •Penumbra •ShockWave Medical •STAAR Surgical Company | •AngioDynamics •Atrion •Cardiovascular Systems •CareDx •Health Catalyst •Heska •Invitae •Myriad Genetics •Natus Medical •NeoGenomics •Nevro •Tabula Rasa HealthCare •Tactile Systems Technology |
The Committee established the basis of their similarity to us in size, market capitalization and industry sector.
Based on a review of the assessment, in August 2021 the Compensation Committee approved a revised compensationfollowing peer group for use during the remainder of 2021in evaluating and into 2022, consisting of the following companies:
determining 2023 compensation:
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| 10x Genomics, Inc. | Guardant Health, Inc. | | | | NovoCure |
AngioDynamicsAbiomed, Inc. | InvitaeInari Medical | Penumbra |
| AtriCure, Inc. | Lantheus HoldingsInspire Medical Systems, Inc. | ShockWave Medical |
AtrionAxonics | Myriad GeneticsInsulet | STAAR Surgical Company |
Cardiovascular Systems | Natus Medical |
CareDx | NeoGenomics |
| Fulgent Genetics, Inc. | Nevro |
GlaukosLantheus Holdings, Inc. | Tabula Rasa HealthCare |
Health Catalyst | Tactile Systems Technology |
Heska | Tandem Diabetes Care |
InspireGlaukos Corp. | Masimo Corporation | |
Globus Medical Systems | Natera, Inc. | |
The Compensation Committee uses data drawn from ourthe peer group as well as data drawn from custom cuts of the Radford Global Technology Survey and Global Life Sciences Survey, to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers,the NEOs, including base salary, target annual cash incentive awardbonus opportunities and long-term incentive compensation opportunities.compensation. Given ourthe objective of attracting, retaining, motivating and rewarding a superior team of executive officers and employees, wethe aim is to provide a total direct compensation package that is at or above the median ascompetitive compared to the peers, and we emphasizewith a great emphasis on equity incentive compensation to more effectively tie our Named Executive Officers’the NEOs’ and employees’ interests more effectively to those of ourthe stockholders. In light of this, when undertaking its competitive analysis, the
Compensation Committee reviews competitive market data for base salary, total cash compensation (base salary plus annual bonus) and long-term incentive compensation. This competitive analysis is one factor, among others, taken into account by the Compensation Committee in assessing compensation levels and recommending or making changes to compensation or additional awards.
Risk Assessment
The Committee conducts and oversees an annual review of executive and sales compensation-related risk to determine whether the compensation programs encourage excessive or inappropriate risk-taking, and to evaluate the level of risk, and concluded that the policies and programs are not reasonably likely to have a material adverse impact.
Individual Compensation Committee reviews our peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.Elements
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Individual Compensation Elements |
In 2021,2023, the principal elements of our executive compensation program, and the purposes for each element, were as follows:
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| Element |
| Type of Element |
| Form of Element |
| Primary Objective |
| Reward Realized on Achievement of |
| Base Salary |
| Fixed |
| – Cash |
| Attract and retain highly talented executives by providing amounts that are competitive in the market and reward performance |
| Continued service |
| Annual Cash Bonuses |
| Variable |
| – Cash |
| Motivate our executives to achieve annual business objectives and provide financial incentives to meet or exceed these objectives |
| Pre-established performance metrics based on our annual operating plan |
Long Term Incentive CompensationTime-based RSUs |
Variable - Equity | Variable |
| •Performance-based restricted stock awards earned based on achievement of objectives over a multi-year performance period
•Restricted stock awards thatRetain our executives as RSUs vest over a period4 years while also aligning their interests with those of time
our stockholders |
Continued service and hold value even when there is no stock price appreciation |
| Performance-based RSUs | Variable - Equity | Motivate our executives to achieve long-term stockholder value creation and align their interests with those of our stockholders |
by providing performance-based equity with opportunity to earn above target level through superior performance | Pre-established performance metrics tied to unit volume growth with the relative TSR modifier |
| Strategic PSU Awards | Variable - Equity | Retain key talent and motivate our executives and other select key employees to achieve long-term stockholder value creation by focusing on multiple long-term operational and strategic goals that differ from annual PSU goals and align their interests with those of the stockholders. Ensure that our new executive leadership team quickly integrates and assimilates into the company and aligns to create one unified team focused on delivering on the long-term strategy. | Operational and strategic goals with the relative TSR modifier |
We also provide certain post-employment compensation paymentsseverance and benefitschange in control provisions, and other benefits, such asvarious health and welfare programs,benefits, including a Section 401(k) retirement savings plan with a company match of a modest portion of the amount contributed by the employee.plan. In general, executive officers participate in the standard employee benefit programs available to our employees generally.
Base Salary
Base salary represents the fixed portion of the compensation of our Named Executive Officersthe NEOs and is an important element of compensation intended to attract and retain highly talented individuals.
Using the competitive market data provided by its compensation consultant, Compensia, the Compensation The Committee reviews and develops recommendations using the competitive market data for appropriate adjustments to the base salary of our Chief Executive Officerthe CEO and determines the base salaries of ourthe other Named Executive OfficersNEOs as part of its annual executive compensation review. In addition, the base salaries of our Named Executive Officersthe NEOs may be adjusted in the event of a promotion or significant change in responsibilities.
In February 2021,For 2023, the Compensation Committee reviewed the base salaries ofpayable to our then-incumbent Named Executive Officers. The Compensation Committee did not formulate a recommendation for theNEOs with consideration of market positioning as well as individual performance and determined that a merit increase based on individual performance was appropriate. The base salary increase for Mr. Bobzien was slightly higher as he was given a mid-year adjustment to reflect the independent members of our Board of Directors with respectexpansion in his role and responsibilities, to include IT and Revenue Cycle Management.
The Committee approved increases in the base salary ofsalaries for our then-Chief Executive Officer since that had been determinedNEOs as follows:
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| NEO | | 2022 Annual Base Salary | | 2023 Annual Base Salary |
| Quentin Blackford | | $ | 650,000 | | | $ | 675,000 | |
Brice Bobzien (1) | | 400,000 | | | 430,000 | |
| Patrick Murphy | | 440,000 | | | 455,000 | |
| Chad Patterson | | 450,000 | | | 460,000 | |
| Minang Turakhia | | 425,000 | | | 440,000 | |
(1) Mr. Bobzien’ssalarywas increased from $400,000 to $415,000 as part of the negotiations of the Coyle Employment Letter in December 2020. The Compensation Committee determined that our other Named Executive Officers receive base salary adjustments for 2021 rangingannual cycle and from 3%$415,000 to 4%.$430,000 effective August 2023.
In making these determinations, the Compensation Committee considered the current retention risks and challenges facing us, the performance of our Named Executive Officers and a competitive market analysis prepared by Compensia, as well as the other factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above.
The annual base salaries of our incumbent Named Executive Officers for 2021 as determined in February 2021 were as follows: | | | | | | | | | | | | | | | | | | | | |
| Named Executive Officer |
| 2020 Annual Base Salary |
| 2021 Annual Base Salary (1) |
| Percentage Adjustment |
Quentin Blackford(2) | | $ | — | | | $ | 650,000 | |
| 0.0 | % |
| Douglas J. Devine | | $ | 450,000 | | | $ | 463,500 | | (3) | 3.0 | % |
| Daniel G. Wilson | | $ | 353,600 | | | $ | 367,744 | |
| 4.0 | % |
| David A. Vort | | $ | 393,750 | | | $ | 409,500 | |
| 4.0 | % |
| Mark J. Day | | $ | 369,304 | | | $ | 384,076 | |
| 4.0 | % |
(1)These annual base salary adjustments were effective as of February 21, 2021.
(2)Mr. Blackford’s initial annual base salary was set forth in the Blackford Employment Agreement dated September 8, 2021.
(3)Mr. Devine’s annual base salary was adjusted to $600,000 when he was appointed our Interim Chief Executive Officer (in addition to continuing to serve as our Chef Financial Officer) effective June 1, 2021, adjusted back to $463,500 on October 4, 2021 when Mr. Blackford joined iRhythm, and subsequently adjusted to $500,000 when he was promoted as our Chief Operating Officer (in addition to continuing to serve as our Chef Financial Officer) effective December 1, 2021.
The actual base salaries paid to our Named Executive OfficersNEOs in 20212023 are set forth in the “2021“2023 Summary Compensation Table”Table” below.
Annual Cash BonusesBonus
We use an annual cash bonus plan to motivate our Named Executive Officers (other than Mr. Vort, our Chief Commercial Officer, who participated in 2021 in a separate sales bonus plan) to achieve our annual business goals. In February 2021,2023, the Compensation Committee approved the 20212023 Annual Bonus Plan to provide financialcash incentives to meet or exceed the principal financial objectives set forth in our 20212023 annual operating plan.plan as well as individual performance measures. The 2021 Annual Bonus Plan provided forfinal bonus payments to beare funded in early 2022 based on our level of achievement with respect to corporate performance goals and may be adjusted by the Compensation Committee based on individual performance.
Target Annual Cash Bonus Opportunities
For purposes of the 2021 Annual Bonus Plan,The cash bonuses werebonus is based upon a specific percentage of each participant’sNEO’s annual base salary. In February 2021, the Compensation Committee revieweddetermining the target annual cash bonus opportunitiespercentages, the Committee also considered current retention risks, external market challenges, and the other factors described in “Governance of our Named Executive Officers. At that time, the Compensation Program – Compensation-Setting Process” above.
The Committee determined to maintain the target annual cash bonus opportunities for each of our other Named Executive Officers who were participants in the 2021 Annual Bonus Plan at their current level. The Compensation Committee did not formulate a recommendation for the consideration of the independent members of our Board of Directors with respect toincreased the target annual cash bonus opportunity of our then-Chief Executive Officer since that had been determined as partin 2023 for Mr. Patterson and Mr. Turakhia to align with market data. The target bonus opportunity of the negotiations of the Coyle Employment Letter in December 2020.
In addition, the Compensation Committee allowedNEOs for review of corporate goal achievement2022 and individual performance to determine the specific annual cash bonus payment for each executive officer, including each Named Executive Officer. In making these determinations, the Compensation Committee considered current retention risks and challenges facing us, the performance of our Named Executive Officers and a competitive market analysis prepared by Compensia, as well as the other factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above.
The target annual cash bonus opportunities of our incumbent Named Executive Officers (other than Mr. Vort) for 2021 as determined in February 2021, and expressed as a percentage of base salary,2023 were as follows:
| | | | | | | | | | | | | | |
| Named Executive Officer |
| 2020 Target Annual Cash Bonus Opportunity |
| 2021 Target Annual Cash Bonus Opportunity |
| Douglas J. Devine | | 60% | | 60% |
| Daniel G. Wilson |
| 40% |
| 40% |
| Mark J. Day |
| 40 % |
| 40% |
Pursuant to the terms of the Blackford Employment Agreement, Mr. Blackford was not eligible to participate in the 2021 Annual Bonus Plan. | | | | | | | | | | | | | | | | |
| NEO | | 2022 Target Bonus as % of Salary | | 2023 Target Bonus as % of Salary | | |
| Quentin Blackford | | 100% | | 100% | | |
| Brice Bobzien | | 60% | | 60% | | |
| Patrick Murphy | | 60% | | 60% | | |
| Chad Patterson | | 60% | | 70% | | |
Minang Turakhia | | 50% | | 60% | | |
Corporate Performance Measures
Participants in the 2021 Annual Bonus Plan were eligible to receive a bonus payment based upon the attainment of one or more corporate performance measures that were established by the Compensation Committee and which related to financial metrics that were important to us. The 2021 Annual Bonus Plan was funded based on our actual results for the year as evaluated against these performance measures.
In February 2021,2023, the Compensation Committee selected two financial performance measures for the 20212023 Annual Bonus Plan, including targets for revenuePlan—Revenue (weighted 75%) and Adjusted EBITDA (weighted 25%). The Compensation Committee believed these performance measures were appropriate because they provided a strong emphasis on growth while managingalso considering the management of expenses, which it believed would most directly influence long-term stockholder value.
For purposes of the 20212023 Annual Bonus Plan:
•“Revenue” meant GAAP revenue as reported in our audited financial statements; and
◦•“Adjusted EBITDA” meant standard EBITDA excluding stockexcludes non-cash operating charges for stock-based compensation, expense.
depreciation and amortization as well as non-operating items such as interest income, interest expense, income taxes, impairment and restructuring charges, and business transformation costs.
For each of these performance measures, the Compensation Committee established a target achievement level. TheseEach performance measure was weighted according to the Committee’s assessment of its relative significance related to the successful execution of our annual operating plan.
The Committee set the following performance levels, weighting and payout percentages for the two corporate performance measures as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Measure | | Weighting | | Threshold Payout % | | Target Payout % | | Maximum Payout % |
| Revenue | | 75% | | 50% | | 100% | | 200% |
| Adjusted EBITDA | | 25% | | 50% | | 100% | | 200% |
| | | | | | | | |
The performance target levels were intended to require significant effort on the part of our Named Executive Officers and, therefore, were set at levels ordinarily difficult to achieve and for which average, or below-average performance would not warrant a bonus payment. Each performance measure was weighted according to the Compensation Committee’s assessment of its relative significance related to the successful execution of our annual operating plan.
Initially, the Compensation Committee set the performance levels, weighting and payout percentages for the two corporate performance measures as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Performance Measure |
| Weighting |
| Min. Payout % | | Target Payout % |
| Max. Payout % |
| Revenue |
| 75% |
| 75% | | 100% |
| 200.0% |
| Adjusted EBITDA |
| 25% |
| 75% | | 100% |
| 200.0% |
The performance target levels for our annual bonus plan are not disclosed because we believe to do so would be competitively harmful, as it would give competitors insight into our strategic and financial planning processes. Our performance measures were set to ensure they were stretch targets for participants that would not pay out below a minimum revenue growth target and would drive positive shareholder return. For actual performance between the threshold and maximum performance levels for the revenueRevenue and Adjusted EBITDA measures, the actual bonus payment with respect to each measure was to be calculated by linear interpolation.Our Compensation The Committee believed the 2021 revenue2023 Revenue and Adjusted EBITDA targets to be challenging but achievable, requiring strong performance from each of our executive officers.
For purposes of the 2021 Annual Bonus Plan, the Compensation Committee also reserved the right to adjust the corporate performance measures based on final 2021 regional Medicare reimbursement adjustments, if any, for the year, whether positive or negative.This provision was included because there had been a negative reimbursement decision three weeks prior to approving our Annual Bonus Plan metrics, and we were working to change it during 2021.
In December 2020, the Centers for Medicare and Medicaid Services (“CMS”) had chosen not to finalize national pricing for four of the eight billing codes that we primarily use to seek reimbursement for Zio XT. For 2021, reimbursement for Zio XT remained at a regional level through Medicare Administrative Contractors (“MACs”). On January 29, 2021, Novitas Solutions, the MAC that covers the region where almost all of our Medicare services for Zio XT are processed, published rates for 2021 that were significantly below our historical Medicare rates for Zio XT. On April 10, 2021, Novitas published an update to rates, an increase from the January 29, 2021 posting, that were retroactive to January 1, 2021. Nonetheless, we still felt these rates didn’treflect the clinical and economic value that long-term continuous ECG monitoring offers patients, their care teams and the Medicare system, and we continued to work with Novitas.
In June of 2021, given the reimbursement uncertainty of the prior months and the recent resignation of Mr. Coyle, we felt it important for retention to provide a clear message to participants on the impact of the published rate changes to our Annual Bonus Plan. On June 24, 2021, after noting that the adjustments were within the parameters of the 2021 Annual Bonus Plan, the Compensation Committee approved adjustments to the corporate performance measures based on a revised annual budget to reflect the Novitas reimbursement changes published on April 10, 2021. The revenue metric was adjusted down by 15% and the Adjusted EBITDA metric was adjusted down by 20.5%.
Annual Cash Bonus Plan Decisions
Individual Performance Factor
The following general formula was used in 2021 to calculate the actual annual cash bonus pool funding for the 2021 Annual Bonus Plan:
Individualindividual cash bonus payments for our CEO and other Named Executive Officersthe NEOs were then determined based on a combination of corporate and individual performance. The Committee reviews individual performance to determine the final annual cash bonus payment using a guidance of 0% to 115% for each executive officer including each NEO.
Unless threshold performance is achieved on at least one of the Company metrics, there is no payout regardless of individual performance. The maximum bonus is capped at 200% irrespective of the individual performance factor.
Annual Cash Bonus Payments
In February 2022,2024, the Compensation Committee determined the achievement, and corresponding payment levels, with respect to the corporate performance measures under the 20212023 Annual Bonus Plan were as follows:
| | Corporate Performance Measure |
| Weighting |
| Percentage Achievement versus Target |
| Payout Level |
| Performance Measure | | Performance Measure | | Weighting | | Actual (in $ million) | | Payout % | | Final Weighted Payout % |
| Revenue | Revenue |
| 75% |
| 110% |
| 150% | Revenue | | 75% | | $492.7 | | 111% | | 83% |
| Adjusted EBITDA | Adjusted EBITDA |
| 25% |
| 177% |
| 50% | Adjusted EBITDA | | 25% | | $(4.9) | | 70% | | 18% |
| Total |
| 200% |
| Final Corporate Factor | | Final Corporate Factor | | 101% |
Based on these determinations,The Committee approved the Compensation Committee determined that our Named Executive Officers (other than Messrs. Blackford and Vort) were to receive annual cash bonus paymentsfinal corporate factor score equal to 200%101% to determine the final bonus payout for the 2023 Annual Bonus Plan.
In determining the awards for the NEOs, the Committee also evaluated the collective and individual performance of their target annual cash bonusthe NEOs, noting the following accomplishments in areas spanning our strategic pillars of Customer Growth and Experience, Accelerating Innovation, Operational Excellence, People and Culture, and Stakeholder Outcomes.
Quentin Blackford, President, Chief Executive Officer and Director
•Overall: Throughout 2023, although we saw unanticipated activities related to the DOJ subpoena and FDA Warning Letter, we maintained a clear vision for the organization with a focus on regaining momentum in the core business. In tandem, we elevated the focus on innovation and sustainability of our future business. We gained ground with our share of the long-term cardiac monitoring market (from ~68% to ~70%), reaccelerated growth in our existing customer channels (approximately 70% of unit growth year-over-year came from existing accounts versus approximately 50% in the prior year), expanded deeper into the primary care channel, and established reimbursement rates with government payers on a national level. In 2023, we achieved full-year revenue of $492.7 million, or 20% year-over-year growth, meaningfully improved our adjusted EBITDA profile by 180 basis points, and our share price improved by nearly 15% for the full year placing us in the top quartile of our peer group.
•Company Culture & Leadership: We continued to build out a strong leadership team, working through transitions early in the year with the Chief Operating Officer and Chief Human Resource Officer roles. In 2023, we also refreshed our company cultural values and renewed investments in our company culture efforts. To ensure strong business continuity plans, we also partnered with the Board of Directors on succession planning efforts for the entire executive team.
•Patient-Focus: In what was a transformative acceleration in the number of patients using Zio, we began 2023 by crossing the 6 million cumulative patient reports posted and closed the year rapidly approaching 8 million cumulative reports posted. Continuing our strong patient focus, we launched our next generation long-term continuous monitor (the Zio Monitor) and MyZio 2.0 patient mobile app, published the CAMELOT real-world evidence study of Zio XT, and made strong inroads in primary care.
•Operational Discipline and Efficiency: We continued our focus on reducing G&A spend and paved new pathways for growing our business, setting us up to serve more patients worldwide. We opened our Global Business Services (GBS) center in Manila where we welcomed approximately 175 new iRhythm team members over the course of 2023. Furthermore, the implementation of an enhanced patient billing experience allowed us to streamline the patient experience, elevate our service to customers, and drive greater efficiency within our revenue cycle operations.
Brice Bobzien, Chief Financial Officer
•Significantly elevated forecasting and planning capabilities of the entire organization.
•Drove adjusted EBITDA improvement of approximately 180-basis points as compared to 2022 as we continue to enhance the financial profile of the company.
•Elevated talent in FP&A and accounting functions – including hiring of a critical leadership role with Chief Accounting Officer Marc Rosenbaum’s appointment – while also making meaningful organizational changes within IT.
Patrick Murphy, Chief Business Officer and Chief Legal Officer
•Launched data analysis project to support expanded use cases within adjacent market opportunities.
•Co-led our responses to the FDA and DOJ.
•Managed the implementation of technology and process revisions to client billing services.
Chad Patterson, Chief Commercial Officer
•Delivered 24% registration volume growth year-over-year and grew share in a competitive market while managing through FDA/DOJ headwinds.
•Drove expansion into primary care physician channels through both core expansion and innovative channel growth.
•Achieved record full year of new account onboarding for Zio LTCM in the United States and significantly upgraded our Public Relations function.
•Reaccelerated commercial momentum in 2023 by increasing Zio’s share within the long-term cardiac monitoring market from ~68% in 2022 to ~70% in 2023.
•Successfully launched next generation Zio Service.
Minang Turakhia, MDMS, Chief Medical Officer, Chief Scientific Officer and EVP, Product Innovation
•Delivered significant clinical research output with 8 manuscripts and 14 abstracts disseminated in 2023, including CAMELOT analysis, dissemination, and field activities.
•Played a critical scientific and product leadership role in four product launches that included Zio Monitor, MyZio 2.0 mobile application, an enhanced customer experience platform, and atrial fibrillation burden reporting.
•Stood up U.S. and international advisory boards, and established iRhythm’s first international medical affairs presence.
The following table sets forth the target annual cash bonus opportunities and the actual cash bonus payments made to our Named Executive Officers, with the exception of Messrs. Blackford and Vort,NEOs for 2021:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Named Executive Officer | | Annual Base Salary |
| Target Annual Cash Bonus Opportunity |
| Actual Annual Cash Bonus Earned |
| Actual Annual Cash Bonus Earned (as a percentage of target annual cash bonus opportunity) |
| Douglas J. Devine | | $ | 504,373 | | (1) | $ | 302,624 | | | $ | 605,248 | |
| 200% |
| Mark J. Day | | $ | 384,076 | | | $ | 153,630 | | | $ | 307,261 | |
| 200% |
| Daniel G. Wilson | | $ | 367,744 | | | $ | 147,098 | | | $ | 294,195 | | | 200% |
(1) Mr. Devine’s annual cash bonus was paid based on actual earnings in 2021, per the terms of his Interim CEO role.
Sales Plan for Mr. Vort
As our Executive Vice President of Sales at the time of determining 2021 bonus targets, Mr. Vort’s annual cash incentive was based on his ability to drive high levels of profitable volume growth. In 2021, Mr. Vort was eligible to earn a cash bonus of up to $307,125 (75% of his 2021 annual base salary). This bonus was to be measured and paid in quarterly installments based on actual performance against his quarterly and annual targets. The performance target levels for Mr. Vort are not disclosed because we believe to do so would be competitively harmful, as it would give competitors insight into our strategic and financial planning processes.
Mr. Vort’s bonus payments were determined on a quarterly basis using volume unit targets for both our Zio XT and Zio AT services, as well as for international unit volume in the United Kingdom. Each target had a weighting and was paid similarly on a pay curve up to 100% of the target. For every one percentage point from 1% up to 100% to target, the payout increased on a sliding scale, ranging from 0.25% to 1.25%. The payment curve declined sharply below plan, where for example, Mr. Vort would earn 50% of his target bonus payment for achievement of 60% of his target. For volume over 100% of his target, Mr. Vort received an accelerating per-unit payout and was uncapped from January through March 2021, and starting in April 2021, payout was capped at 200%.
In 2021, Mr. Vort earned a cash bonus under the 2021 Sales Commission Plan in the amount of $383,906, based on achievement of his 2021 targets. Starting in 2022, Mr. Vort began participating in the Annual Cash Bonus Plan and no longer has a Sales Commission Plan.
The annual cash bonus payments made to our incumbent Named Executive Officers for 2021 are set forth in the “2021 Summary Compensation Table” below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEO | | 2023 Target Bonus ($) | | Company Performance Factor | | Individual Performance Factor | | Final Bonus ($) | | Actual Bonus as % of Target |
| Quentin Blackford | | 675,000 | | | 101 | % | | 105.0 | % | | 716,000 | | | 106 | % |
| Brice Bobzien | | 258,000 | | | 101 | % | | 100.0 | % | | 260,580 | | | 101 | % |
| | | | | | | | | | |
| Patrick Murphy | | 273,000 | | | 101 | % | | 100.0 | % | | 275,730 | | | 101 | % |
| Chad Patterson | | 322,000 | | | 101 | % | | 105.0 | % | | 341,481 | | | 106 | % |
| Minang Turakhia | | 264,000 | | | 101 | % | | 103.0 | % | | 274,639 | | | 104 | % |
Long-Term Incentive Compensation
We viewThe Company uses long-term incentive compensation in the form of equity awards as a critical component of our executiveto incentivize and deliver competitive compensation program.that recognizes executives for their contributions to the Company. The realized value of thesethe equity awards bears a direct relationshipis directly correlated to ourthe stock price,performance, and therefore, these awards are an incentive for our Named Executive Officersthus aligns the interests of NEOs with stockholders by focusing them on long-term growth to create value for stockholders. Equity awards also help us retain qualified
The Committee views long-term incentives as a significant element of total compensation at the executive officers inlevel and a competitive market.
Beginning in 2019, after a reviewcrucial component of competitive market data and an evaluation of ourthe Company’s total rewards program,compensation package. During fiscal 2023, the Compensation Committee approved a change to our mixevaluated all of the foregoing when designing the Company's long-term incentive compensation inprogram structure, as well as the formStrategic PSUs, with input from Aon.
•2023 Annual Equity Awards. Based on this evaluation, the Committee determined that an even split of equity awardsPSUs (at target) and RSUs continued to serve the Company well for our executive officers to grant a combination of performance-based restricted stock unit (“PSU”) awards that may be earned and settled for shares of our common stock and time-based restricted stock unit (“RSU”) awards, which the Compensation Committee believes provide additional alignment of the interests of our executive officers with the interests of our stockholders, place greater emphasis on our long-term financial performance and help satisfy our retention objectives. At that time, the Compensation Committee also decided to stop granting equity awards in the form of stock options.
With respect to PSU awards, we believe that such awards serve as an effective source of motivation to our executive officers to drive our financial performance. In addition, PSU awards provide a direct link between compensation and stockholder return, thereby motivating our executive officers to focus on and strive to achieve both our annual and long-term financial and strategic objectives. With respect to RSU awards, we believe that because such awards represent the right to receive shares of our common stock upon settlement and have value even in the absence of stock price appreciation, we are able to incent and retain our executive
officers using fewer shares of our common stock. Since their value increases with any increase in the value of the underlying shares, RSU awards also serve as an incentive which aligns with the long-term interests of our executive officers and stockholders.awards. The Compensation Committee believes that a portfolio of PSU awards and RSU awards appropriately balances the incentive benefits of a performance-based equity award vehicle with the executive retention and stockholder dilution (as compared to stock options) benefits, of RSUs, thereby aligning the interests of our executive officers and stockholders and enabling us to use our equity compensation resources efficiently.
•This is a market leading practice for the NEOs other than CEO, as more emphasis is placed on performance-based equity compared to peer and broader market prevalence.
•The Committee also evaluated the vesting schedule for each long-term incentive vehicle, taking into consideration current market practices and concluded that the previously adopted vesting period for PSUs and RSUs remained appropriate for annual awards. The PSUs cliff vest after 3 years and the RSUs vest 25% over four years.
•2023 Strategic Performance Equity Awards. For the Strategic PSUs, it was determined that the award would be granted entirely in PSUs with a 3-year cliff vest and a maximum of 150% of target units granted.
Generally, long-term incentive compensation opportunities in the form of equity awards are granted to our Chief Executive OfficerCEO by the independent members of our Board of Directors, based on the recommendations of the Compensation Committee, and to our other executive officers, including our other Named Executive Officers,NEOs, by the Compensation Committee.
The amount and form of such equity awards are determined by the Compensation Committee after considering the factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above. The amounts and relative weighting of the equity awards are intendedgranted to provide competitively-sized awards and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate, taking into consideration the factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above.
Special Retention Awards
In January 2021, in connection with the start of Mr. Coyle as our new President and Chief Executive Officer, the Compensation Committee approved the grant of special retention PSU awards for certain key employees, including our incumbent Named Executive Officers (other than Mr. Coyle). In making its determinations,NEOs in 2023 are set forth in the “2023 Summary Compensation Committee consideredTable” and the current retention risks and challenges facing us,“2023 Grants of Plan-Based Awards Table” later in the performance of our incumbent Named Executive Officers and a competitive market analysis prepared by Compensia, as well as the other factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above.
These PSU awards represented the maximum number of units eligible to be earned based on maximum performance, were as follows:
| | | | | | | | | | | | | | |
| Named Executive Officer |
| Performance-Based Restricted Stock Unit Awards for Shares of Common Stock (number of shares)(1) |
| Aggregate Award Value |
| Douglas J. Devine |
| 8,046 |
| 1,800,000 |
| David A. Vort |
| 5,364 |
| 1,200,000 |
| Mark J. Day |
| 7,152 |
| 1,600,000 |
| Daniel G. Wilson | | 4,917 | | 1,100,000 |
(1) For purposes of these PSU awards, the total number of units subject to the awards was calculated by dividing the value of each PSU award by the 20-day rolling average closing price of our common stock, with a lookback starting on the date of grant.
These PSU awards were subject to a 12-month performance period commencing on January 1, 2021 and ending on December 31, 2021 and were to be earned, if at all, based on our achievement during 2021 of a minimum of 10% growth above our total revenue of $265.2 million for 2020, with the final award to be settled by or before March 15, 2022. Unlike the provision in our Annual Bonus Plan, we did not have any provision to adjust, nor did we adjust at any point, the revenue goal for this PSU award.
On February 15, 2022, the Compensation Committee determined that we had achieved 21.7%growth above our total revenue for 2020, from $265.2 million in 2020 to $322.8 million in 2021, and that the units subject to the PSU awards had been earned. Each unit granted pursuant to the PSU awards represents a contingent right to receive one share of our common stock for each unit earned for the performance period.
proxy document.
Annual RefreshLong-Term Incentive (LTI) Awards
In February 2021,2023, as part of itsthe annual review of ourthe executive compensation program, the Compensation Committee determined consistent with its decision in 2019, that long-term incentive compensation in the form of PSU awards and time-based RSU awards should be granted to our executive officers, including our incumbent Named Executive Officers. The Compensation Committee did not formulate a recommendation for the consideration of the independent members of our Board of Directors with
respect to an equity award for our then-Chief Executive Officer since that had been determined as part of the negotiations of the Coyle Employment Letter in December 2020. Further, the Compensation Committee also determined that, for each executive officer’s 2021 equity award, 50% of the dollar value of the award would be converted to a PSU award, and 50% of the dollar value of the award would be converted to an RSU award.
In addition, in February 2021, the Compensation Committee approved the performance-based PSU awards and the time-based RSU awards for our executive officers, including our incumbent Named Executive Officers. In making its determinations, the Compensation Committee considered the current retention risks and challenges facing us, the performance of our Named Executive Officers and a competitive market analysis prepared by Compensia, as well as the other factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above.
Subsequently, the independent members of our Board of Directors (with our CEO recusing himself from the approval discussion) approved the weighting of the long-term incentive compensation of our executive officers between PSU awards and RSU awards, the aggregate target value of each executive officer’s long-term incentive compensation, granted long-term incentive
compensation in the form of 50% PSU awards and 50% RSU awards to the executive officers including the NEOs, and approved the aggregate target value of each NEO’s equity award includingas well as the design and performance metrics for the PSU awards.
The Committee differentiates the award value of our incumbent NEOs based on the review of the competitive market data for their respective positions, the size of any previously granted equity awards and an evaluation of their performance.
The annual equity awards granted to our incumbent Named Executive Officersthe NEOs in February 20212023 which, in the case of the PSU awards, represent the target number of units eligible to be earned based on target performance, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NEO | | Target Value - RSUs | | Number of Units(1) - RSUs | | Target Value - PSUs | | Number of Units(1) - PSUs | | Total Annual LTI |
| Quentin Blackford | | $ | 3,100,000 | | | 28,775 | | $ | 3,100,000 | | | 28,775 | | | $ | 6,200,000 | |
| Chad Patterson | | $ | 1,150,000 | | | 10,674 | | | $ | 1,150,000 | | | 10,674 | | | $ | 2,300,000 | |
| Brice Bobzien | | $ | 1,000,000 | | | 9,282 | | | $ | 1,000,000 | | | 9,282 | | | $ | 2,000,000 | |
| Patrick Murphy | | $ | 1,000,000 | | | 9,282 | | | $ | 1,000,000 | | | 9,282 | | | $ | 2,000,000 | |
| Minang Turakhia | | $ | 1,000,000 | | | 9,282 | | | $ | 1,000,000 | | | 9,282 | | | $ | 2,000,000 | |
| | | | | | | | | | | | | | | | | | | | |
| Named Executive Officer |
| Performance-Based Restricted Stock Unit Awards for Shares of Common Stock (number of shares) |
| Restricted Stock Unit Awards for Shares of Common Stock (number of shares) |
| Aggregate Grant Date Fair Value |
| Douglas J. Devine |
| 4,430 |
| 4,430 | | $ | 750,000 | |
| David A. Vort |
| 3,248 |
| 3,248 | | $ | 550,000 | |
| Mark J. Day |
| 2,953 |
| 2,953 | | $ | 500,000 | |
| Daniel G. Wilson | | 2,510 | | 2,510 | | $ | 425,000 | |
For purposes of this table, the “Aggregate Grant Date Fair Value” was determined by the Compensation Committee. (1)The total number of units subject to a PSU award and ana RSU award was equal to the Aggregate Grant Date FairTarget Value divided by the 20-day20 trading-day average closing price of our common stock in effect aroundon the timedate of approval.grant. The use of a 20-day average closing price of our common stock (rather than the previous 30-day average closing price) was approved by the Compensation Committee in February 2021is to minimize the variability between the award value approved and the actual number of units granted.
PSU Awards: 2023-2025 Cycle
Differentiation was made among our incumbent Named Executive OfficersThe actual number of PSUs that will be eligible to vest will be determined based on the Compensation Committee’s reviewcompany’s compound annual growth rate of unit volume (“Unit Volume CAGR”) results measured for the competitive market dataperformance period commencing on January 1, 2023 and ending on December 31, 2025, by comparing the unit volume for their respective positions and2022 against the sizeunit volume for 2025 (subject to the NEO’s continued employment through the certification date of such performance results, which certification must be made no later than March 15, 2026). The PSUs earned based on the equity awards previously grantedUnit Volume CAGR will be adjusted based on achievement of TSR versus S&P Healthcare Equipment Select Industry Index for the same three-year performance period. We believe that Unit Volume CAGR is the appropriate internal metric that aligns with our long-range strategic plan, while relative TSR provides the external measurement of our share performance relative to them.broader industry performance.
PSU Awards
Unit Volume CAGR
The units subject to the PSU awards are tomay be earned to the extent that we achieve pre-established threshold, target and maximum performance levels for Unit Volume CAGR over the cumulative three-year compound annual growth rate (“CAGR”) in our unit volume (Worldwide, XT, AT, Silent AF) over a performance period, beginning on January 1, 2021 and ending on December 31, 2023, as follows:
| | | | | | | | |
| Percentage of Target Performance Level Achieved | | Units Subject to the Award Earned |
| 75% | | 50% |
| 100% | | 100% |
| 110% | | 200% |
| | | | | | | | |
| Target Performance Level Achieved (%) | | Target Units Earned (%) |
| Below 75% of target (CAGR level) | | 0% of Target |
| 75% of target (CAGR level) | | 50% of Target |
| 100% of target (CAGR level) | | 100% of Target |
| 125% of target (CAGR level) | | 200% of Target |
The unitexact number of earned units will be determined using linear interpolation based on our actual Unit Volume CAGR if it falls between the threshold and maximum performance measure for this PSU awardachievement levels set forth in the table above.
The Unit Volume CAGR performance goal is not disclosed because we strongly believe to do so wouldthat it will be competitively harmful, as it would give competitors insight into our long-term strategic and financial planning processes. OurThe Committee ensured that the performance measures were set to ensure they weremeasure target has sufficient stretch targets forand ensured that participants that would not pay outbe rewarded below a minimum growth target and would drive positive
shareholder return.target. For the three yearthree-year period from 20212023 through 2023,2025, we have maintained the same growth rate minimum, target and max thresholds as in prior plan years, despite starting at a higher volume than in prior years.
The exactRelative TSR Modifier
In order to align the number of PSUs earned with our stockholders’ experience, the number of units will be determined using linear interpolationearned based on our actual unit volumethe Unit Volume CAGRwillbe adjusted for certain levels of achievement of the company’s TSR as it fallscompared to the TSR achieved by the companies comprising the S&P Healthcare Equipment Select Industry Index as in effect on the last day of the performance period, as follows:
| | | | | | | | |
| Company TSR Percentile Rank | | Earned PSUs Adjustment |
| At or below 25% | | Decrease by 25% |
| At 50% | | No Change |
| At or above 75% | | Increase by 25% |
To the extent that the company’s TSR results for the performance period fall between the threshold and maximum performance achievementany levels set forth in the table above. Each unit granted pursuantabove, the percentage adjustment to the number of units will be determined based on linear interpolation.
The Committee established a maximum cap of 200% on the PSU awards represents a contingent right to receive one sharepayout starting with the 2024-2026 PSUs irrespective of our common stock for each unit earnedabove median TSR performance, and maximum Unit Volume CAGR performance level.
PSU Awards: 2021-2023 Cycle Final Payout
In February 2024, the Committee certified the achievement of the Company’s CAGR Unit Volume for the performance period.period commencing on January 1, 2021 and ending on December 31, 2023 and approved a payout of 88.78% of target. Mr. Blackford is the only NEO who received this PSU grant when he joined the company in October 2021. The other NEOs did not receive this award as they were not yet hired when this award was made.
| | | | | | | | | | | | | | | | | | | | |
| Executive Name | | Target PSUs | | Actual Payout % | | Actual Earned PSUs |
| Quentin Blackford | | 50,989 | | 88.78% | | 45,268 |
RSU Awards
With the exception of the award granted to our CEO, theThe 2023 time-based RSU awards vest over a four-year period, with one-half25% of the units subject to the awards vesting on the secondfirst anniversary of the vesting commencement date of February 25, 2020,March 1, 2023, and 25% of the units subject to the awards vesting on each of the second, third and fourth anniversaries of the vesting commencement date, contingent upon the Named Executive OfficerNEO remaining continuously employed by us through each applicable vesting date. The RSU award granted to our CEO vests over a four-year period, with 25% of the units subject to the award vesting on the anniversary of the date of grant. Each unit granted pursuant to the RSU awards represents a contingent right to receive one share of our common stock for each unit that vests pursuant to the awards.
Long-Term Strategic PSU Award
On August 7, 2023, the Board of Directors, upon recommendation from the Committee, approved a strategic performance-based equity award for certain key employees. The Board of Directors and the Committee believed that broad- based alignment among these key critical talent with respect to several important long term operational objectives was important to achieve the following:
•drive achievement of strategic objectives while we transform and scale our business model;
•retain critical talent; and
•create continuity and stability among our leadership team and motivate the team to collectively achieve strong and sustained performance.
As part of this broader program, all the current incumbent NEOs received performance-based restricted stock unit awards The Strategic PSUs are designed to incentivize significant and sustained performance with vesting only occurring if the Company achieves certain operational goals during the period starting July 1, 2023 and ending June 30, 2026. The PSUs attributable to achieved operational goals are further subject to increase or decrease based on the level of achievement of the Company’s relative TSR performance subject to certain caps.
The time-based RSU awards vest over a four-yearexecutive must continue to provide services to the Company through the later of the date on which the Committee determines achievement of the Strategic PSUs and August 7, 2026.
The Strategic PSUs are 100% performance-based comprised of the following three goals (collectively, the “Operational Goals”) that may be achieved during the performance period, with 25%each Operational Goal representing one-third of the total award value.
i.enhancing the patient experience while significantly increasing patient registrations;
ii.achieving certain adjusted EBITDA as a percentage of revenue goals; and
iii.accelerating new product or service innovations.
Additional detail regarding these goals is not disclosed because we strongly believe that it will be competitively harmful, as it would give competitors insight into our long-term operational and financial planning processes.
The number of PSUs eligible to vest is first measured based on achievement of the Operational Goals (the “Earned PSUs”). Achievement of two Operational Goals is “target” level achievement and achievement of three Operational Goals is “maximum” level achievement, in each case subject to adjustment for the company’s relative TSR performance, as described below, provided however that in no event will the Earned PSUs be greater than the “maximum” level of achievement regardless of the level of relative TSR achievement. There is no interpolation for partial achievement of an Operational Goal.
The number of Earned PSUs determined based on achievement of the Operational Goals will then be adjusted by the Company’s relative TSR as compared to the TSR achieved by the companies comprising the S&P Healthcare Equipment Select Industry Index over the performance period.
Upon relative TSR performance of greater than the 75th percentile, the number of Earned PSUs will be adjusted upwards by 25%. However, if all three Operational Goals have been achieved, the Performance Award has already reached its cap and there will be no upward adjustment and no additional PSUs will become earned and vested. Upon relative TSR performance of less than the 33rd percentile, the number of Earned PSUs will be adjusted downward by 25%; however, if all three Operational Goals have been achieved, the number of Earned PSUs will be capped at the “target” level achievement, which is greater than a 25% reduction. There is no interpolation between relative TSR achievement levels.
The summary below shows the key differences in the design and features of the annual PSU award and the Strategic PSU award:
| | | | | | | | |
| Key Design Features | | Compared to Annual PSU Design |
| Performance Goals | | Operational based goals with R-TSR |
| Performance Scale | | Target is defined as achieving 2 out of 3 goals with no interpolation between levels |
| Negative Relative TSR (-25%) | | Negative modifier kicks in below 33rd percentile instead of 25th percentile |
| Relative TSR Interpolation | | No interpolation between 33rd percentile to 75th percentile relative TSR performance |
| Downside Payout Limit | | If all three goals achieved, "floor feature" will cap payout at 100% if R-TSR is below 33rd percentile |
| Upside Payout Cap | | If all three goals achieved, "ceiling feature" will cap payout at 150% even if R-TSR is above 75th percentile |
The following table summarizes the target level and maximum level of award value and corresponding units granted under this program to each NEO as of August 7, 2023. The total number of units subject to the awards vesting on the first anniversary of the vesting commencement date of March 1, 2021, and 25% of the units subjectthese Strategic PSUs are equal to the awards vesting on each ofvalues in the second, third and fourth anniversaries oftable below divided by the vesting commencement date, contingent upon the Named Executive Officer remaining continuously employed by us through each applicable vesting date. Each unit granted pursuant to the PSU awards represents a contingent right to receive one share20 trading-day average closing price of our common stock for each unit earned foron the performance period.
Equity Awards for Mr. Blackford
On October 4, 2021, consistent withdate of grant. These amounts do not reflect, and are different from, the termsgrant date fair value of the Blackford Employment Agreement, the independent members of the full Board of Directors granted Mr. Blackford a RSU award covering 101,979 units and a PSU award covering 101,979 units. The RSU award vests over a four-year period,PSUs computed in accordance with 25% of the units subject to the award vesting on each anniversary of the vesting commencement date of November 1, 2021, contingent upon Mr. Blackford remaining continuously employed by us through each applicable vesting date. Each unit granted pursuant to the RSU award represents a contingent right to receive one share of our common stock for each unit that vests pursuant to the award.
The units subject to the PSU award are to be earned pursuant to the performance-based metrics applicable to our management team generally as set forth in our 2021 PSU incentive compensation program as previously approved by our Board of Directors and described above. The exact number of earned units will be determined using linear interpolation based on our actual unit volume CAGR as it falls between the threshold and maximum performance achievement levelsFASB ASC Topic 718, which is set forth in the table above. The number of shares granted, as noted above, reflect the maximum number of units eligible to be earned based on maximum performance. Each unit granted pursuant to the PSU awards represents a contingent right to receive one share of our common stock for each unit earned for the performance period. Upon achievement of performance during the performance period, the applicable portion of the award will vest subject to Mr. Blackford’s continued employment with us through the date that performance is certified.
Equity Award for Mr. Devine
On July 5, 2021, in connection with his appointment as our Interim Chief Executive Officer effective June 1, 2021, the2023 Summary Compensation Committee approved the grant to Mr. Devine of an RSU award that may be settled for 17,906shares of our common stock and which will vest in full on the anniversary of the date of grant, subject to his continued employment through such date, and recommended the approval of the award to the independent members of the full Board of Directors. The independent members of the full Board of Directors approved the grant of the RSU award to Mr. Devine on July 5, 2021.
Special Equity Award for Mr. Wilson
In June 2021, the Compensation Committee determined to grant retention RSU awards to certain of our key employees, including Mr. Wilson. This award was in recognition of the retention risk associated with the resignation of Mr. Coyle in June of 2021Table and the desire to maintain continuity with Mr. Wilson’s leadership and investor relationships through a period of transition. The value of his award was $850,000, which equaled 13,227units, and the award value matched the annual equity award value Mr. Wilson received in February of 2021.This RSU award “cliff” vests in full at the end of a 30-month period commencing on July 2, 2021,
contingent upon Mr. Wilson remaining continuously employed by us through the end of the 30-month vesting period. Each unit granted pursuant to the RSU awards represents a contingent right to receive one share of our common stock for each unit earned for the performance period.
The equity awards granted to our incumbent Named Executive Officers in 2021 are set forth in the “2021 Summary Compensation Table” and the “20212023 Grants of Plan-Based AwardsAward Table” below. below:
Health and Welfare Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Target Value ($) | | Target # PSU Units | | Maximum Value ($) | | Maximum # PSU Units |
| Quentin Blackford | | 5,000,000 | | | 48,534 | | 7,500,000 | | 72,801 | |
| Brice Bobzien | | 1,400,000 | | | 13,589 | | 2,100,000 | | 20,384 | |
| Patrick Murphy | | 1,400,000 | | | 13,589 | | 2,100,000 | | 20,384 | |
| Chad Patterson | | 1,400,000 | | | 13,589 | | 2,100,000 | | 20,384 | |
| Minang Turakhia | | 1,400,000 | | | 13,589 | | 2,100,000 | | 20,384 | |
Benefits
Our Named Executive OfficersNEOs are eligible to receive the same employee benefits that are generally available to all employees generally, subject to the satisfaction of certainspecific eligibility requirements. These benefits include flexible spending accounts, medical, dental, and vision benefits, business travel insurance, employee assistance program, basic life insurance, benefits, accidental death and dismemberment insurance, policies, short-termshort- and long-term disability insurance, and commuter benefits and reimbursement for mobile phone coverage.benefits. In structuring these programs, we seek to provide an aggregate level of benefits that arebenefit offerings comparable to those provided by similar companies, compliant with applicable laws, and affordable to employees.
We continue to maintain a tax-qualified Section 401(k) retirement savings plan (the “401(k) Plan”) that provides eligible employees, including our Named Executive Officers,NEOs, with an opportunity to save for retirement on a tax-advantaged basis. In 2021,2023, we offered eligible participants a discretionary matching contribution to the 401(k) Plan, and wePlan. We may make a discretionaryan employer contribution to each eligible employee each year. Allyear—all participants’ interests in the matching contributions vest immediately from the time of contribution. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code (the “Code”). As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to employees until distributed from the 401(k) Plan, and allPlan. All contributions are deductible by us when made.
Perquisites and Other Personal Benefits
Currently, weWe do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personalunique benefits to our Named Executive Officers,NEOs, except as made available to our employees generally or in situations where we believe it is appropriate to assist an individual in the performance of his duties, to make him more efficient and effective and for recruitment and retention purposes. During 2021,2023, our Named Executive OfficersNEOs did not receive perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual, except for use from time-to-time by Mr. Coyle of an apartment leased by the Company in connection with working at our corporate headquarters in San Francisco, California. The Compensation Committee believed that this commuting-related benefit was reasonable and necessary to retain the services of this individual, and was intended to reduce obstacles in his ability to perform services for the Company.more.
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Compensation Arrangements with Mr. King |
Our compensation arrangements in 2021 with Mr. King, who retired from his position as our President and Chief Executive Officer effective January 12, 2021 were as follows:
Transition And Consulting Agreements with Mr. King
In connection with his retirement as our President and Chief Executive Officer and separation from employment with us on January 12, 2021, we entered into transition and consulting agreements (the “King Consulting Agreement”) with Mr. King whereby we retained him as an independent contractor to perform services for a certain period following January 12, 2021, and he agreed to perform such services pursuant to the terms of the King Consulting Agreement. In consideration for his fulfillment of the terms and conditions of the transition agreement, we agreed to the following:
•he was eligible to receive an award in either cash or fully vested restricted stock units (“RSUs”) (the “2020 Bonus”) in 2021 pursuant to the terms and conditions of our 2020 annual bonus plan established by our Board of Directors, subject to his remaining a “service provider” (as such term is defined in our 2016 Equity Incentive Plan, as amended) through the date of payment of such cash or grant of the 2020 Bonus;
•provided he timely elected for continuation coverage pursuant to COBRA for himself and his eligible dependents within the time period prescribed pursuant to COBRA, we agreed to reimburse him for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to his termination) until the earlier of: (i) the date upon which he and/or his eligible dependents becomes covered under similar plans, or (ii) August 31, 2021; and
•7,187 shares of our common stock subject to the PSU award granted to him on February 26, 2020 (the “2020 PSU Award”) accelerated and fully vested on January 12, 2021, while the remaining unvested portion of the 2020 PSU Award terminated on such date and is of no further force or effect.
While Mr. King continued to provide services to us pursuant to the King Consulting Agreement or as a member of our Board of Directors, he continued to vest in the Equity Awards in accordance with the terms and conditions of the applicable stock agreements (this included all RSU awards, but did not include the PRSU award granted to him on February 27, 2019). The post-termination exercise period of any of his stock options will not begin to run until the later of the date that he ceases to provide services to us pursuant to the King Consulting Agreement or ceases to be a member of our Board of Directors, provided, however, that in no event will any stock option be exercisable after the expiration of such Equity Award’s maximum term.
Finally, in consideration for his ongoing services as a consultant, we agreed to pay Mr. King $250 per hour, provided that he was not to be paid for more than 20 hours per month without the prior written approval of our President and Chief Executive Officer, to provide advice and assistance with reimbursement matters and other transition and onboarding assistance as requested by our President and Chief Executive Officer, and reimburse him, in accordance with our Company policy, for all reasonable expenses incurred by him in performing the services pursuant to the King Consulting Agreement.
Effective April 1, 2022, Mr. King retired from our Board of Directors. On March 13, 2022, we entered into a Resignation and Release Agreement, whereby, his consulting agreement and resignation from the Board of Directors were effective April 1, 2022. In consideration, Mr. King’s unvested equity awards that would have otherwise vested through his current term as a director, were fully vested. Any outstanding options to purchase shares of Common Stock, including all vested options, will remain exercisable for the full remaining term of the option and are not subject to any requirement to exercise during any window period following Mr. King’s resignation.
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Compensation Arrangements with Mr. Coyle |
Our compensation arrangements in 2021 with Mr. Coyle, who resigned from his position as our President and Chief Executive Officer effective June 1, 2021 were as follows:
Employment Offer Letter with Mr. Coyle
In connection with his appointment as our President and Chief Executive Officer, we entered into an employment offer letter dated December 10, 2020 (the “Coyle Employment Letter”) with Mr. Coyle, which provided for the following initial compensation arrangements:
•an initial annual base salary of $660,000;
•a target annual cash bonus opportunity equal to 100% of his annual base salary, subject to achievement of mutually agreed performance goals;
•a one-time relocation bonus in the amount of $850,000 to use for his relocation to the San Francisco Bay Area on or prior to October 1, 2021, subject to reimbursement of the Company for a portion of the full amount of the relocation bonus as determined pursuant to a formula set forth in the Coyle Employment Letter in the event his employment is terminated within 24 months of his date of hire due to his resignation without “good reason” or termination for “cause,” each as defined in our Executive Change in Control and Severance Policy;
•access to a corporate apartment near our headquarters from January 12, 2021 through September 30, 2021, subject to arrangements as set forth in the Coyle Employment Letter to make the apartment benefit tax neutral to him;
•a recommendation by the Compensation Committee to our Board of Directors in February 2021 that he be granted an RSU award covering that number of shares of our common stock with an aggregate grant date fair value of $6 million that will vest annually over four years at the rate of 25% per year, subject to his continuing employment through each vesting date;
•a recommendation by the Compensation Committee to our Board of Directors in February 2021 that he be granted a PSU award covering that number of shares of our common stock with an aggregate grant date fair value of $5 million that will vest pursuant to performance-based metrics applicable to our management team generally to be set forth in our 2021 PSU incentive program, as determined by the Compensation Committee in its sole discretion, subject to his continuing employment through the vesting date; and
•participation in the benefit plans and programs generally available from time to time to our employees, subject to the terms of such plans and programs.
In addition, upon his employment Mr. Coyle became a participant in our Executive Change in Control and Severance Policy as a “Tier 1” eligible employee.
Separation and Release Agreement with Mr. Coyle
In connection with his resignation as our President and Chief Executive Officer effective June 1, 2021, we entered into a Separation and Release Agreement dated June 29, 2021 (the “Coyle Separation Agreement”) with Mr. Coyle, which provided, in exchange for his execution of the Coyle Separation Agreement and his agreement to provide transitional services to us pursuant to a mutually agreeable consulting agreement, for a lump-sum payment to him in the amount of $200,000.
In addition, Mr. Coyle’s health insurance benefits ceased on June 30, 2021 and he agreed to repay us approximately $584,053 (which was the net amount he received from us in connection with his relocation to the San Francisco Bay Area). Lastly, it was agreed that any previously granted equity awards were unvested and no longer vesting as of Mr. Coyle’s separation date.
Consulting Agreement with Mr. Coyle
In connection with his resignation as our President and Chief Executive Officer effective June 1, 2021, we also entered into a Consulting Agreement as of June 7, 2021 (the “Coyle Consulting Agreement”) with Mr. Coyle, pursuant to which we agreed to pay him $500 per hour, provided that he is not to be paid for more than 20 hours per month without the prior written approval of our Interim Chief Executive Officer and Chief Financial Officer, to provide advice and assistance with reimbursement matters and other transition and onboarding assistance as requested by our Interim Chief Executive Officer and Chief Financial Officer, and reimburse him for all reasonable expenses incurred by him in performing the services pursuant to the Coyle Consulting Agreement provided he receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to us in accordance with Company policy.
Mr. Coyle’s consulting agreement terminated on October 5, 2021, per the terms of the Coyle Consulting Agreement, when Mr. Blackford joined iRhythm as President and CEO.
We have entered into written employment offer letters with Mr. Blackford and each of our incumbent other Named Executive Officers. Each of these letters providescurrent NEOs that provide for “at will” employment, meaning that either we or the Named Executive OfficerNEO may terminate the employment relationship at any time without cause. In addition, each of these letters required the Named Executive Officerexecutive to execute our standard At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement.
Each of these employment offer letters entered into prior to September 1, 2019provided for certain initial payments and benefits in the event of certain qualifying terminations of employment, including a qualifying termination of employment in connection with a change in control of the Company. These post-employment compensation arrangements have been superseded by the Change of Control and Severance Agreements and, ultimately, the Executive Change in Control and Severance Policy discussed in “Post-Employment Compensation Arrangements” below.
For detailed descriptions of the employment offer letters of our incumbent Named Executive Officers,NEOs, see “Potential Payments upon Termination or Change in Control” below.
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Post-Employment Compensation Arrangements |
In August 2020,Post-Employment Compensation Arrangements
We have adopted the Compensation Committee (and, with respect to our then-Chief Executive Officer, the independent members of the full Board of Directors) approved our Executive Change in Control and Severance Policy (the “Policy”“Executive CIC Policy”) (effective as of September 1, 2019), which provides a standardized approach for the receipt of severance and change in control payments and benefits by employees at the level of vice presidentto all Vice Presidents and above, including our NamedNEOs. Under the Executive Officers. Under this approach,CIC Policy, the rights of ourthe executives with respect to the receipt of payments and benefits upon an involuntary termination of employment, including an involuntary termination of employment in connection with a change in control of the Company,company, were established on a uniform basis.
We believe that reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executives. The Committee does not consider the specific amounts payable under these post-employment compensation arrangements, however, when determining the annual compensation of our executive officers, including our NEOs.
The Executive CIC Policy serves several objectives. Itobjectives as it eliminates the need to negotiate post-employment compensation arrangements on a case-by-case basis. It also helps to assure our executives that their post-employment compensation payments and benefits are comparable to those of other executives with similar levels of responsibility and tenure. Further, it acts as an incentive for our executives to remain employed with us and stay focused on their responsibilities during the potential or negotiation of a change-in-control transaction, which preserves ourthe Company value and the potential benefits to be received by ourthe stockholders from the transaction. Finally, this approach supports administrative efficiency because it requires less time and expense to administer than individual agreements.
OurThe post-employment compensation arrangements are designed to provide reasonable compensation to ourthe executives if their employment is terminated under certain circumstances to facilitate their transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.
These post-employment compensation arrangements also contain certain specified payments and benefits in the event of an involuntary termination of employment in connection with a change in control of the Company.company. We believe these arrangements align the interests of our Named Executive Officersthe NEOs and ourthe stockholders when considering ourthe long-term future.future of the Company. The primary purpose of these arrangements in the case of a change in control of the Companycompany is to keep ourthe most senior executive officers focused on pursuing all corporate transaction activitytransactions that isare in the best interestsinterest of ourthe stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders.
In determining payment and benefit levels under the various circumstances covered by the post-employment compensation arrangements with ourthe executives, the Compensation Committee has drawn a distinction between voluntary terminations of employment without good reason, terminations of employment for cause and involuntary terminations of employment without cause or voluntary terminations of employment for good reason, both in connection with and not involving a change in control of the Company. Payment in the latter circumstances has been deemed appropriate in light of the benefits to us described above, as well as the likelihood that the executive's departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary termination of employment without good reason because such events often reflect either performance challenges or an affirmative decision by the executive to end his or her relationship with us without fault by the Company.company.
Under the Policy, allAll payments and benefits in the event of a change in control of the Companycompany are payable only if there is a subsequent loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change in control of the Companycompany and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction.
Under the Policy, inIn the event of a change in control of the Company,company, to the extent Section 280G or 4999 of the Code is applicable to an executive officer, including a Named Executive Officer,NEO, such individual is entitled to receive either payment of the full amounts specified in the Executive CIC Policy to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving a higher amount after taking into account all federal, state and local income, excise and employment taxes.
We do not provide excise tax payments (or “gross-ups”) relating to a change in control of the Companycompany and have no such obligations in place with respect to any of our executive officers, including ourthe incumbent Named Executive Officers.
We believe that reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executives. We further believe that when recruiting executive talent these arrangements are necessary to
offer compensation packages that are competitive. The Compensation Committee does not consider the specific amounts payable under these post-employment compensation arrangements, however, when determining the annual compensation of our executive officers, including our Named Executive Officers.
NEOs. For detailed descriptions of the post-employment compensation arrangements maintained with ourthe incumbent Named Executive Officers,NEOs, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments upon Termination or Change in Control” below.
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Other Compensation Policies and Practices |
We also provide continued equity award vesting for the company’s employees at the level of Senior Vice President and above who terminate employment upon or after satisfying an “age plus required number of years of service” requirement. To be eligible for this benefit, the executive must have at least 70 years of combined age plus years of service with a minimum of 5 years of service, or must be minimum age 55 with minimum 10 years of service. The executive must also provide a 12 month notice period to allow orderly transition of duties. If all requirements are satisfactorily met, then post retirement the executive will continue to vest in all RSUs according to time-based vesting schedule and all PSU awards will be measured based on actual achievement at end of the applicable performance period and the resulting “achieved” PSUs will vest on a prorated basis based on the amount of time served during the performance period. Additionally, this program excludes any RSUs or PSUs granted within the one-year period prior to the executive’s retirement date. None of our NEOs currently meet the age and services requirements.
Equity Award Grant
Potential Payments Upon Termination or Change in Control
Executive CIC Policy
Qualifying Termination in connection with a Change of Control. Under the Executive CIC Policy, if, within the period commencing three months prior to and ending 12 months following a “change of control” (such period, the “Change in Control Period”), we terminate the employment of the applicable employee other than for “cause,” death or “disability,” or the employee resigns for “good reason” (as such terms are defined in the Executive CIC Policy) and, the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive:
Wei.a lump sum severance payment equal to the payment of employee’s base salary, at the highest rate in effect during the term of the agreement, for 24 months for Mr. Blackford, and 15 months for Messrs. Bobzien, Murphy, Patterson and Turakhia,
ii.payment of premiums to maintain an Equity Award Grant Policy that governsgroup health insurance continuation benefits pursuant to “COBRA” for the grant of equity awards under our equity incentiveemployee and compensation plan. Among other things, this policy authorizes a committee consisting of our Chief Executive Officer, our Chief Financial Officer and our Chief People Officer to grant certain equity awardsthe employee’s dependents for up to 24 months for Mr. Blackford, and 15 months for Messrs. Bobzien, Murphy, Patterson and Turakhia,
iii.a maximum amountlump sum payment equal to 150% of 700,000 sharestarget bonus in effect for the fiscal year in which termination occurs for Mr. Blackford, and 100% of common stock in the aggregatetarget bonus for Messrs. Bobzien, Murphy, Patterson and Turakhia, and
iv.accelerated vesting as to employees and consultants. The policy does not allow approval of grants to members of this committee, our Chief Executive Officer and executive officers who are direct reports to our Chief Executive Officer or the non-employee members of our Board of Directors.
In addition, the Equity Award Grant Policy:
•has clear requirements regarding the dates to approve grants each month, official effective date of grants post-approval and other measures to ensure unbiased and consistent practice is in place;
•provides that the committee has authority to approve grants that are within an approved equity grant framework, which is itself reviewed and approved by the Compensation Committee at the beginning of each calendar year based on market and competitive review;
•provides that the committee has authority to approve grants as noted above that are for new hire or annual equity awards only; any other awards must be presented to the Compensation Committee and/or our Board of Directors for review and approval; and
•provides that the exercise price of all options to purchase shares of common stock and stock appreciation rights covering shares of common stock will not be less than 100% of the fair market valueemployee’s outstanding unvested equity awards (if vesting depends on achievement of performance criteria, then assuming performance criteria has been achieved at target levels unless provided otherwise in the applicable performance-based equity award).
Qualifying Termination outside of a Change of Control. Under the Executive CIC Policy, if we terminate the employment of the applicable employee other than for “cause,” death or “disability,” or the employee resigns for “good reason” outside of the Change in Control Period, and the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive:
i.a lump sum severance payment equal to the payment of employee’s base salary, at the highest rate in effect during the term of the agreement, for 18 months for Mr. Blackford, and 12 months for Messrs. Bobzien, Murphy, Patterson and Turakhia; and,
ii.payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the employee and the employee’s dependents for up to 18 months for Mr. Blackford, and 12 months for Messrs. Bobzien, Murphy, Patterson and Turakhia.
2023 Strategic PSU Awards
In the event of a change in control of the company, the Operational Goals will be deemed achieved at the greater of actual achievement or target achievement (i.e., two Operational Goals), either as modified by the company’s relative TSR achievement measured upon the change in control. Any such resulting “achieved” Performance Awards will be subject to time-based vesting following the change in control through the end of the Performance Period and will be eligible for accelerated vesting in the event of the termination without “cause” or resignation for “good reason” of the Executive in connection with or following the change in control, as provided in the Executive CIC Policy.
The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our eligible NEOs in accordance with the Executive CIC Policy, with no change in control and with change in control in effect on December 31, 2023. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2023, and the price per share of our common stock is the closing price on the grantNasdaq Global Select Market as of December 29, 2023, the last trading day in fiscal year 2023 ($107.04). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of the award.
Itif any other assumption used to estimate potential payments and benefits is also our policy not to time the grant of equity awards in relationcorrect. Due to the releasenumber of material non-public information,factors that affect the nature and it is the intentamount of the Equity Award Grant Policy to specify the timing of effectiveness of the grant of equity awards under the policy to avoid such timing.any potential payments or benefits, any actual payments and benefits may be different.
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| Named Executive Officer | | Termination of Employment No Change-of-Control | | Termination of Employment Change-of-Control |
| Severance Payment ($) | | Medical Benefits Continuation ($) | | Total ($) | | Severance Payment ($) | | Medical Benefits Continuation ($) | | Accelerated Vesting of Equity Awards ($) | | Bonus ($) | Total ($) |
| Quentin S. Blackford | | 1,012,500 | | | 57,675 | | | 1,070,175 | | | 1,350,000 | | | 76,900 | | | 27,644,204 | | | 1,012,500 | | 30,083,604 | |
| Brice Bobzien | | 430,000 | | | 41,462 | | | 471,462 | | | 537,500 | | | 51,828 | | | 5,338,977 | | | 258,000 | | 6,186,305 | |
| Patrick M. Murphy | | 455,000 | | | 41,462 | | | 496,462 | | | 568,750 | | | 51,828 | | | 7,685,722 | | | 273,000 | | 8,579,300 | |
| Chad Patterson | | 460,000 | | | 38,450 | | | 498,450 | | | 575,000 | | | 48,062 | | | 7,682,725 | | | 322,000 | | 8,627,787 | |
| Minang Turakhia, M.D., M.S. | | 440,000 | | | 39,414 | | | 479,414 | | | 550,000 | | | 49,268 | | | 5,525,548 | | | 264,000 | | 6,388,816 | |
Other Compensation Policies and Practices
Stock Ownership Guidelines
We have adopted stock ownership guidelines to help ensure that our executive officers, including our Named Executive Officers,NEOs, and the non-employeenon- employee members of our Board of Directors maintain ana meaningful equity stake in the Companycompany. We believe that these guidelines encourage the executive officers and by doing so, appropriately linkdirectors to act as owners, thereby better aligning their interests with those of the interests of ourcompany’s stockholders. In November 2021,All executives (and directors) are in compliance with the Compensation Committee amended our stock ownership guidelines to extend their coverage effectiveguidelines.
Effective January 1, 2022 to our executive officers who are subject to Section 162024 each of the Securities Exchange Actexecutives and non-employee directors are expected to accumulate and hold a number of 1934 (the ‘Section 16 Officers”) in addition to our Chief Executive Officer and the non-employee members of our Board of Directors.
The guideline for our Chief Executive Officer requires him to hold shares of ourthe company’s common stock with an aggregate value equal of at least three times his annual base salary for service as Chief Executive Officer (not including incentive compensation). The guideline for the Section 16 Officers requires them to hold shares of our common stock with an aggregate value equal of at least two times the value of their annual base salary (not including incentive compensation). The guideline for the non-employee members of our Board of Directors requires each director to hold shares of our common stock with an aggregate value“value” (as described below) equal to at least three times the valuelevel indicated in the table below and to maintain this minimum amount of stock ownership throughout his or her tenure in the applicable position:
| | | | | | | | |
| Position | | Ownership Level |
| Chief Executive Officer | | 4x annual base salary* |
| EVP | | 2x annual base salary* |
| SVP | | 1x annual base salary* |
| Non-Employee Director | | 3x annual cash retainer for service as a board member** |
| * Excludes any incentive compensation. |
| ** Excludes any retainers for committee service, chair fees, travel expenses, reimbursements or per meeting fees (if any). |
Ownership levels are determined by including (i) shares of common stock owned directly (or by immediate family members residing in the same household) or beneficially owned in a trust, limited partnerships, or similar entities for service on our Boardthe sole benefit of Directors.the participant; (ii) vested shares or vested RSUs held in a retirement or deferred compensation account (iii) shares subject to vested or unvested time-based RSUs. Shares subject to outstanding and unexercised stock options (whether vested or unvested) do not count toward these stock ownership requirements.
Our Chief Executive OfficerNon-employee directors and the non-employee members of our Board of Directorsexecutives are expected to achieve thesethe applicable level of ownership levels by the later of (i) December 31, 2023 and (ii)within five years from the date the applicable individual becomes Chief Executive Officer (whether through being newly hired or promoted) or a non-employee director. Our other executive officers are expected to achieve these ownership levels by the later of (i) January 1, 2028 and (ii) five years from the date the applicable individual becomesdirector or an executive officer (whether through being newly hired or promoted).
of the company.
Compensation Recovery (“Clawback”)and Misconduct Policy
We have adopted atwo different compensation recovery (“clawback”) policypolicies that appliesapply to any current or former executive officer who is (or was) subject to Section 16 of the Exchange Act (an “Executive”) at any time during theOfficer.
Dodd-Frank Clawback Period (as defined below)Policy. This policy provides that, in the event of the restatement of any financial reporting required under the securities laws or other similar laws or regulations,In August 2023, our Board of Directors (oradopted a new compensation recovery policy intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as implemented by Nasdaq rules and the SEC’s rules and regulations policy (“Clawback Policy”). The Clawback Policy requires us to recover certain cash or equity-based incentive-based compensation (as defined in the Clawback Policy) paid or granted to our officers, and such additional employees as may be identified from time to time, in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy requires each person covered thereby to reimburse or forfeit to us all incentive-based compensation received by them prior to the restatement that exceeds the amount they would have received had their incentive-based compensation been calculated based on the financial restatement. The recovery period extends up to three years prior to the date that it is, or reasonably should have been, concluded that we are required to prepare a restatement. The Clawback Policy applies to incentive-based compensation that is received (as defined in the Clawback Policy) after the effective date of the applicable Nasdaq rules. Per applicable requirements, the Clawback Policy is enforced without consideration of responsibility or fault or lack thereof. The full text of the Clawback Policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2023.
Misconduct Clawback Policy. In August 2023, our Board committee) willof Directors also restated our existing compensation recovery policy such that it applies in the event that a current or former Section 16 Officers violates a certain material company policies resulting in demonstrable harm to the Company. In such case, the Board may take such remedial and recovery actions as it deems appropriate, which may include requiring the forfeiture or reimbursement of the portion of any cash-based or equity-based compensation received by the Executive that was in excess of the amount that he or she would have received had our financial results been calculated under the restated financial statements, provided that such compensation was paid to, awarded to, or vested in (or became eligible to vest in) the Executive during the fiscal year of the restatement or during one of the three prior full fiscal years (the “Clawback Period”).
In addition, the policy provides that, in the event of a violation of any material Company policy or code of conduct or fraud, in either instance resulting in demonstrable material injury, damage or reputational harm to us, our Board of Directors (or applicable Board committee) will take such remedial and recovery actions as it deems appropriate with respect to any cash-based compensation or equity-based compensation paid to, awarded to, or vested in (or became eligible to vest in) an Executive during the Clawback Period including, but not limited to, the forfeiture or reimbursement of an amount as reasonably determined by our Board of Directors equal to the amount of demonstrable financial loss, reputational damage or similar adverse impact suffered by us as a result of the misconduct.
Policy Prohibiting Hedging and Pledging of Equity Securities
Under our Insider Trading Policy, all employees including our Named Executive Officers,NEOs, and the non-employee members of our Board of Directors, are prohibited from engaging in “short sales” and from engaging in transactions in publicly-tradedpublicly traded options, such as puts and calls, and other derivative securities with respect to our securities. This latter prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Companycompany securities. In addition, all employees including our Named Executive Officers,NEOs, and the non-employee members of the Board of Directors are prohibited from pledging Companycompany securities as collateral for a loan or holding such securities in a margin account.account unless the pledge has been approved by our Compliance Officer and is conducted in accordance with any applicable policy or guidelines of the company regarding pledging.
| | |
Processes and Procedures for Compensation Decisions |
CEO Pay Ratio
Under the US Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC rules, we are required to disclose the ratio of their Principal Executive Officer’s compensation to that of their median employee. For this required disclosure, Quentin S. Blackford, our President and Chief Executive Officer is considered to be our Principal Executive Officer (“PEO”).
For fiscal year 2023:
•the annual total compensation of Quentin Blackford was $16,595,149; and
•the estimated median of the annual total compensation of all employees of our company, other than Mr. Blackford, was $94,941.
Based on this information, for 2023 the ratio of the annual total compensation of Mr. Blackford to the median of the annual total compensation of all employees was 174.8 to 1.
The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.
To identify the median employee, we used base salary for all of our employees, excluding our PEO, who were employed by us on December 31, 2023. We included full-time, part-time and temporary employees.
After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our NEOs as shown in the “2023 Summary Compensation Table” below.
Stockholder Advisory Vote on Named Executive Compensation
At our 2023 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the compensation of our NEOs (commonly known as a “Say-on-Pay” vote). Approximately 89.3% of the votes cast approved our executive compensation program for 2022. The Committee is responsible forevaluated the results of the 2023 Say-on-Pay vote and believes the strong stockholder support signals approval of the current pay programs. The Committee also considers many other factors in evaluating the company’s executive compensation programs as discussed in this Compensation Discussion and Analysis, including the assessment of the alignment of the executive compensation programs with the company’s corporate business objectives, evaluations of the programs by the Committee’s independent compensation adviser, and review of the peer group and other market data. While each of these factors bore on the Committee’s decisions regarding the NEOs’ compensation, the Committee determined not to implement significant changes to the executive compensation program for 2023.
We value the opinion of our executive officersstockholders and reportswill continue to ourhold annual Say-on-Pay votes annually. Our Board of Directors and the Committee will continue to consider the results of the Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers.
Compensation and Human Capital Management Committee Report
The Compensation and Human Capital Management Committee has reviewed and discussed the section titled “Compensation Discussion and Analysis” included in this Proxy Statement with management. Based on its discussions, decisionssuch review and other actions. As it relates to our Chief Executive Officer,discussion, the Compensation and Human Capital Management Committee reviews and approves corporate goals and objectives relating to his compensation, evaluates his performance in light of those goals and objectives and makes recommendationshas recommended to the independent members of our Board of Directors that the section titled “Compensation Discussion and Analysis” be included in this Proxy Statement.
Respectfully submitted by the members of the Compensation and Human Capital Management Committee of the Board of Directors:
Karen Ling (Chair)
C. Noel Bairey Merz, M.D.
Bruce G. Bodaken
Abhijit Y. Talwalkar
2023 Summary Compensation Table
The following table provides information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our NEOs for the years ended December 31, 2023, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position |
| Year |
| Salary ($) |
| Bonus (1) ($) |
| Stock Awards ($)(2)(3) |
| Non-Equity Incentive Plan Compensation ($)(4) |
| All Other Compensation ($)(5) |
| Total ($) |
Quentin S. Blackford; President and Chief Executive Officer (6) (11) | | 2023 | | 677,463 | | | — | | | 15,172,621 | | | 716,000 | | | 29,065 | | | 16,595,149 | |
| 2022 | | 650,000 | | | 675,000 | | | 5,787,285 | | | 829,000 | | | 25,459 | | | 7,966,744 | |
| 2021 | | 162,500 | | | — | | | 9,078,651 | | | — | | | 5,233 | | | 9,246,384 | |
Brice Bobzien, Chief Financial Officer (7) (11) | | 2023 | | 420,926 | | | — | | | 4,566,853 | | | 260,580 | | | 33,730 | | | 5,282,089 | |
| 2022 | | 153,846 | | | — | | | 3,031,002 | | | 295,200 | | | 10,125 | | | 3,490,173 | |
Patrick Murphy; Chief Business Officer and Chief Legal Officer (8) (11) | | 2023 | | 457,344 | | | — | | | 4,566,853 | | | 275,730 | | | 33,852 | | | 5,333,779 | |
| 2022 | | 440,000 | | | 478,500 | | | 4,057,106 | | | 357,200 | | | 31,268 | | | 5,364,074 | |
| 2021 | | 33,879 | | | — | | | 2,049,907 | | | — | | | 194 | | | 2,083,980 | |
Chad Patterson; Chief Commercial Officer (9) (11) | | 2023 | | 461,068 | | | — | | | 4,928,829 | | | 341,481 | | | 33,999 | | | 5,765,377 | |
| 2022 | | 190,385 | | | — | | | 6,215,223 | | | 332,100 | | | 9,742 | | | 6,747,450 | |
Minang Turakhia; Chief Medical Officer, Chief Scientific Officer and EVP, Product Innovation (10) (11) | | 2023 | | 442,230 | | | — | | | 4,566,853 | | | 274,639 | | | 32,309 | | | 5,316,031 | |
| 2022 | | 237,019 | | | 500,000 | | | 3,274,088 | | | 261,400 | | | 17,525 | | | 4,290,032 | |
(1)Represents sign on changesbonuses paid pursuant to the offer letters for Mr. Blackford, Mr. Murphy and Dr. Turakhia.
(2)The values of the stock awards reflect the grant date fair value of stock awards granted computed in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. The 2023 PSU awards include both a company performance component and Relative TSR component. The 2023 PSU fair values were based on a Monte Carlo simulation valuation method on the date of grant which included a likelihood of achievement of the company performance conditions.
(3)The grant date fair value of stock awards assuming the maximum potential value of RSUs, PSUs, and Strategic PSU granted in 2023 is as follows: $19.2 million for Mr. Blackford; $5.9 million for Mr. Bobzien; $5.9 million for Mr. Murphy, $6.4 million for Mr. Patterson and $5.9 million for Dr. Turakhia.
(4)The amounts in the Non-Equity Incentive Plan Compensation column for 2023, 2022, and 2021 for all NEOs were paid in March 2024, March 2023, and March 2022, respectively, pursuant to our 2023, 2022, and 2021 Annual Bonus Plans, respectively, as described in the section titled "Compensation Discussion and Analysis - Annual Cash Bonus Payments.”
(5)All other compensation includes severance and related benefits (if applicable), company paid portion of the health plan, group term life, wellness plan , 401(k) matching of up to $5,000 per year.
(6)Mr. Blackford started in October 2021; amounts reflect the pro rata portion of salary paid based on his period of service for 2021. Mr. Blackford was not eligible for an annual bonus in 2021.
(7)Mr. Bobzien started in August 2022; amounts reflect the pro rata portion of his paid based on his period of service for 2022. Pursuant to his compensation. As it relatesoffer letter, Mr. Bobzien was eligible to receive a full-year bonus (not pro-rated based on his period of service) for 2022.
(8)Mr. Murphy started in November 2021; amounts reflect the pro rata portion of his salary and bonus paid based on his period of service for 2021.
(9)Mr. Patterson started in July 2022; amounts reflect the pro rata portion of his salary paid based on his period of service for 2022. Pursuant to his offer letter, Mr. Patterson was eligible to receive a full-year bonus (not pro-rated for his period of service) for 2022.
(10)Dr. Turakhia started in June 2022; amounts reflect the pro rata portion of his salary and bonus paid based on his period of service for 2022.
(11)Certain amounts relating to salary, stock awards, non-equity incentive plan compensation, and all other compensation for the years 2022 and 2021 have been corrected due to administrative error.
2023 Grants of Plan-Based Awards Table
The following table provides information concerning each grant of an award made for the year ended December 31, 2023, for each of our NEOs under any compensation plan. This information supplements the information about these awards set forth in the “2023 Summary Compensation Table.”
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|
|
| Estimated Possible Payouts Under 2023 Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | |
|
| Named Executive Officer |
| Grant Date |
| Threshold ($) | | Target ($) |
| Maximum ($) | | Threshold (#) |
| Target (#) |
| Maximum (#) | | All Other Stock Awards: Number of RSUs Granted | | Grant Date Fair Value of Stock Awards ($)(3) |
| Quentin Blackford | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 675,000 | | | 1,350,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 24,267 | | | 48,534 | | | 72,801 | | | — | | | 7,689,970 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 14,388 | | | 28,775 | | | 71,938 | | | — | | | 4,022,457 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 28,775 | | | 3,460,194 | |
| Brice Bobzien | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 258,000 | | | 516,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
| | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | |
| Patrick Murphy |
| | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 273,000 | | | 546,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
| Chad Patterson | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award |
| | | — | | | 322,000 | | | 644,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 5,337 | | | 10,674 | | | 26,685 | | | — | | | 1,492,118 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 10,674 | | | 1,283,549 | |
| Minang Turakhia | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 264,000 | | | 528,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
__________________________
(1)Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2023 Annual Bonus Plan based upon the combined achievement of corporate and individual performance goals over fiscal year 2023. The actual amounts paid to our other Named Executive Officers,NEOs are set forth in the “2023 Summary Compensation Committee,Table” above, and the calculation of the actual amounts paid is discussed more fully in consultationthe section titled “Compensation Discussion and Analysis— Annual Cash Bonus Payments.” Because the individual performance multipliers can range from 0-115%, the 2023 Annual Bonus Plan does not have a threshold level of performance.
(2)Represents the hypothetical payments possible under our NEOs’ respective 2023 annual PSUs as described in the section entitled “Compensation Discussion and Analysis-Individual Compensation Elements-Annual Long-Term (LTI) Awards” and 2023 Strategic PSUs as described in the section entitled "Compensation Discussion and Analysis - Individual Compensation Elements - Long-term Strategic PSU Award." The 2023 annual PSUs are earned upon achievement of the Corporate Performance Measures and the 2023 Strategic PSUs are earned over a three-year period upon the achievement of the Operational Goals (further described above). In addition, each of the 2023 annual PSUs and the 2023 Strategic PSUs will be further adjusted based on achievement of TSR versus S&P Healthcare Equipment Select Industry Index. The maximum achievement of the 2023 Strategic PSUs will be 150% of target.
(3)The values of the stock awards reflect the grant date fair value of stock awards granted under our 2016 Equity Incentive Plan during 2023 and are based on the Company’s closing price on the grant date in accordance with FASB ASC Topic 718. For a discussion of our Chief Executive Officer, reviewsvaluation assumptions, see Note 2 and approves all compensation decisions. Our Chief Executive Officer, Chief Financial OfficerNote 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table presents, for each of our NEOs, information regarding outstanding equity awards, including RSUs and Chief People Officer provide initial recommendationsPSUs, as of December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant Date (1) | | Vesting Commencement Date | | Stock Awards |
| | | Number of Shares That Have Not Vested (#) | | Market Value of Shares That Have Not Vested ($)(2) | | Equity Incentive Plan Awards: Number of Unearned Number of Shares That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(2) |
| | | | |
| Quentin Blackford | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 48,534 | | | 5,195,079 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 28,775 | | | 3,080,076 | |
| | 2/27/2023(5) | | 2/27/2023 | | 28,775 | | | 3,080,076 | | | — | | | — | |
| | 2/16/2022(3) | | 3/15/2025 | | — | | | — | | | 40,159 | | | 4,298,619 | |
| | 10/5/2021(4) | | 3/15/2024 | | 45,268 | | | 4,845,487 | | | — | | | — | |
| | 10/5/2021(5) | | 10/05/2021 | | 50,989 | | | 5,457,863 | | | — | | | — | |
| Brice Bobzien | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 8/8/2022(6) | | 3/15/2025 | | | | | | 10,129 | | | 1,084,208 | |
| | 8/8/2022(5) | | 8/08/2022 | | 7,596 | | | 813,076 | | | — | | | — | |
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| Patrick Murphy | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 2/15/2022(6) | | 3/15/2025 | | — | | | — | | | 19,412 | | | 2,077,860 | |
| | 2/15/2022(5) | | 2/15/2022 | | 4,513 | | | 483,072 | | | — | | | — | |
| | 2/15/2022(6) | | 3/15/2025 | | — | | | — | | | 6,018 | | | 644,167 | |
| | 11/30/2021(5) | | 11/30/2021 | | 9,706 | | | 1,038,930 | | | — | | | — | |
| Chad Patterson | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 10,674 | | | 1,142,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 10,674 | | | 1,142,545 | | | — | | | — | |
| | 7/25/2022(6) | | 3/15/2025 | | — | | | — | | | 21,050 | | | 2,253,192 | |
| | 7/25/2022(5) | | 7/25/2022 | | 15,787 | | | 1,689,840 | | | — | | | — | |
| Minang Turakhia | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 6/6/2022(6) | | 3/15/2025 | | — | | | — | | | 11,125 | | | 1,190,820 | |
| | 6/6/2022(5) | | 6/06/2022 | | 8,343 | | | 893,035 | | | — | | | — | |
________________________(1)Each of the outstanding equity awards was granted pursuant to our 2016 Equity Incentive Plan.
(2)The market value of unvested equity awards as of December 31, 2023 is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the final trading day in fiscal 2023, which was $107.04.
(3)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 250% of the performance shares of our common stock subject to this award are eligible to vest by March 15, 2025.
(4)The performance period for this award ended as of December 31, 2023. Represents the number of shares achieved as of December 31, 2023, which vested in February 2024 upon certification by the Board of Directors that the applicable performance criteria were achieved.
(5)25% to vest one year from the grant date and 25% at each of the next three years.
(6)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 200% of the performance shares of our common stock are eligible to vest by March 15, 2025.
(7)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 250% of the performance shares of our common stock are eligible to vest by March 15, 2026.
(8)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 150% of the performance shares of our common stock are eligible to vest by August 7, 2026.
2023 Stock Vested Table
The following table summarizes the vesting of stock awards for each of our NEOs during the year ended December 31, 2023.
| | | | | | | | | | | | | | |
|
| Stock Awards |
|
| Number of Shares Acquired on Vesting # |
| Value Realized on Vesting $ (1) |
| Quentin Blackford |
| 25,495 | | | 2,012,065 | |
| Brice Bobzien |
| 2,533 | | | 283,899 | |
| Patrick Murphy |
| 6,358 | | | 610,673 | |
| Chad Patterson |
| 5,263 | | | 546,563 | |
| Minang Turakhia |
| 2,782 | | | 290,218 | |
______________________(1)Based on the market price of our common stock on the vesting date or last trading date prior to the Compensation Committeevesting date, multiplied by the number of shares vested. Amounts shown are presented on the corporatean aggregate basis for all vesting and departmental performance objectives under our Executive Incentive Compensation Plan.settlement that occurred in fiscal year 2023
The
Pension Benefits and Nonqualified Deferred Compensation Committee is authorized to retain the services
Wedonotprovideadefinedbenefitpensionplanforouremployees,andnoneof one or more executiveourNEOsparticipated in a nonqualified deferred compensation and benefits consultants or other outside experts or advisors as it sees fit,plan in connection with the establishment of our executive compensation program and related policies. For 2021, the Compensation Committee engaged Compensia, to advise us on compensation philosophy, selection of a group of peer companies to use for compensation benchmarking purposes and cash and equity compensation levels for our directors, executives and other employees based on current market practices.2023.
| | |
| Tax and Accounting Considerations |
Deductibility of Executive Compensation
Generally, Section 162(m) of the Internal Revenue Code disallows aof 1986, as amended, limits the amount that we may deduct from our federal income tax deductiontaxes for public corporations of remuneration in excess of one million dollars paid in any fiscal year to certain specified executive officers, which include their chiefexecutives to $1 million per executive officer chief financial officer, any other executive officer whose total compensation is required to be reported to stockholders under the Exchange Act by reason of such individual being among the three highest compensated executive officers for the tax year and any executive officer who was subject to the deduction limit in any tax year beginning after December 31, 2016.
As a result of the Tax Cuts and Jobs Act of 2017, compensation paid to our Named Executive Officers in excess of one million dollars will not be deductible for federal income tax purposes unless it qualifies for transition relief applicable to certain “performance-based compensation” payable pursuant to a binding written agreement in effect on November 2, 2017 and which has not been subsequently modified in any material respect. In other words, performance-based incentive awards outstanding on November 2, 2017 or awarded thereafter pursuant to a binding written agreement that was in effect on that date may be exempt from the deduction limit if the applicable conditions of the former exemption for “performance-based compensation” are satisfied.
In designing our executive compensation program and determining compensation of our executive officers, including our Named Executive Officers, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee has not and will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m).
per year. To maintain flexibility to compensate our executive officers in a manner designed to promote short-term and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Thus, the Compensation Committee may approve compensation for our Named Executive OfficersNEOs that may not be fully deductible because of the deduction limit of Section 162(m) when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of the Companycompany and our stockholders.
Accounting for Stock-BasedNon-Equity Incentive Plan Compensation
($)(4)
| All Other Compensation We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”($) for stock-based compensation awards. FASB ASC Topic 718 requires the measurement of compensation expense for all share-based payment awards made to employees and the non-employee members of our Board of Directors, including options to purchase shares of common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.(5)
|
| Total
($)
|
Fiscal 2021 Summary Compensation Table
The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by ourQuentin S. Blackford; President and Chief Executive Officer our(6) (11)
| | 2023 | | 677,463 | | | — | | | 15,172,621 | | | 716,000 | | | 29,065 | | | 16,595,149 | |
| 2022 | | 650,000 | | | 675,000 | | | 5,787,285 | | | 829,000 | | | 25,459 | | | 7,966,744 | |
| 2021 | | 162,500 | | | — | | | 9,078,651 | | | — | | | 5,233 | | | 9,246,384 | |
Brice Bobzien, Chief Financial Officer our former(7) (11) | | 2023 | | 420,926 | | | — | | | 4,566,853 | | | 260,580 | | | 33,730 | | | 5,282,089 | |
| 2022 | | 153,846 | | | — | | | 3,031,002 | | | 295,200 | | | 10,125 | | | 3,490,173 | |
Patrick Murphy; Chief FinancialBusiness Officer and our three other most highly compensated executive officers in our fiscal year ended December 31, 2021. The individuals listed in the table below are our Named Executive Officers for our fiscal year ended December 31, 2021:Chief Legal Officer (8) (11) | | 2023 | | 457,344 | | | — | | | 4,566,853 | | | 275,730 | | | 33,852 | | | 5,333,779 | |
| 2022 | | 440,000 | | | 478,500 | | | 4,057,106 | | | 357,200 | | | 31,268 | | | 5,364,074 | |
| 2021 | | 33,879 | | | — | | | 2,049,907 | | | — | | | 194 | | | 2,083,980 | |
Chad Patterson; Chief Commercial Officer (9) (11)
| | 2023 | | 461,068 | | | — | | | 4,928,829 | | | 341,481 | | | 33,999 | | | 5,765,377 | |
| 2022 | | 190,385 | | | — | | | 6,215,223 | | | 332,100 | | | 9,742 | | | 6,747,450 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($)(1)(3) |
| Option Awards ($)(1) |
| Non-Equity Incentive Plan Compensation ($)(2) |
| All Other Compensation ($) |
| Total ($) | Quentin S. Blackford; President and Chief Executive Officer | | 2021 | | 162,500 | | | — | | | 9,078,651 | | | — | | | — | | | 195 | | | 9,241,346 | | Kevin M. King; Former President and Chief Executive Officer | | 2021 | | 26,796 | | | — | | | — | | | — | | | — | | | 3,913 | | | 30,709 | | | 2020 | | 576,208 | | | — | | | 3,494,769 | | | — | | | 775,866 | | | 38,219 | | | 4,885,062 | |
| 2019 | | 602,492 | | | — | | | 3,202,894 | | — | | — | | | 846,511 | | | 122,239 | | | 4,774,136 | | Michael J. Coyle; Former President and Chief Executive Officer | | 2021 | | 256,385 | | | — | | | — | | | — | | | — | | | 205,037 | | | 461,422 | | Douglas J. Devine; Chief Financial Officer | | 2021 | | 512,952 | | | — | | | 4,558,007 | | | — | | | 605,248 | | | 22,836 | | | 5,699,043 | |
| 2020 | | 231,923 | | | — | | | 3,084,486 | | | — | | | 173,984 | | | 1,658 | | | 3,492,051 | | David A. Vort; Executive Vice President, Sales | | 2021 | | 413,740 | | | — | | | 2,375,188 | | | — | | | 475,288 | | | 7,134 | | | 3,271,350 | | | 2020 | | 375,865 | | | — | | | 1,049,451 | | | — | | | 168,163 | | | 8,067 | | | 1,601,546 | |
| 2019 | | 368,192 | | | — | | | 1,104,307 | | | — | | | 312,800 | | | 13,307 | | | 1,798,606 | | Mark J. Day; Executive Vice President, Research & Development | | 2021 | | 388,053 | | | — | | | 2,745,572 | | | — | | | 307,261 | | | 23,445 | | | 3,464,331 | | | 2020 | | 352,045 | | | — | | | 763,117 | | | — | | | 180,959 | | | 5,422 | | | 1,301,543 | |
| 2019 | | 347,730 | | | — | | | 883,484 | | | — | | | 193,711 | | | 11,454 | | | 1,436,379 | | Daniel G. Wilson; Executive Vice President of Strategy, Corporate Development and Investor Relations | | 2021 | | 371,552 | | | — | | | 2,869,347 | | | — | | | 294,195 | | | 4,345 | | | 3,539,439 | | | 2020 | | 338,012 | | | — | | | 686,905 | | | — | | | 173,264 | | | 6,377 | | | 1,204,558 | |
(1)The amounts reported represent the aggregate grant-date fair value of the stock awardsMinang Turakhia; Chief Medical Officer, Chief Scientific Officer and stock options granted to the Named Executive Officer, calculated in accordance with ASC Topic 718. The grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value of the stock awards and options reported in these columns are set forth in the section in our Annual Report on Form 10-K for the year ended December 31, 2021 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation.”EVP, Product Innovation (10) (11)
(2)The amounts in the Non-Equity Incentive Plan Compensation column for 2021, 2020, and 2019 for all Named Executive Officers except for Mr. Vort were paid in March 2021, March 2020 and March 2019, respectively, pursuant to our 2021, 2020, and 2019 Bonus Plans, respectively, as described in the section below titled “Executive Compensation—Non-Equity Incentive Plan Compensation”. Mr. Vort’s bonus amount was paid quarterly pursuant to the performance bonus arrangement set forth in the section above titled “Sales Plan for Mr. Vort.” Payments under our 2021 Annual Bonus Plan are described in more detail in the section titled “Compensation Discussion and Analysis – Target Annual Cash Bonus Opportunities.”
(3)The grant date fair value of stock awards assuming the maximum potential value of performance-based awards granted in 2021 is as follows: $12,104,848 for Mr. Blackford; $5,235,443 for Mr. Devine; for $3,197,145 Mr. Day; $3,253,176 for Mr. Wilson; and $2,871,873 for Mr. Vort.
Fiscal 2021 Grants of Plan-Based Awards
The following table presents information regarding the amount of plan-based awards granted to our Named Executive Officers during our fiscal year ended December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
| Estimated Future Payouts Under Equity Incentive Plan Awards (4) | | Non-Equity Incentive Plan Awards(3) |
|
|
|
|
|
|
|
| | Named Executive Officer |
| Grant Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) | | Threshold ($) |
| Target ($) |
| Maximum ($) |
| All Other Stock Awards: Number of Shares of Stock or Units (#)(1) |
| All Other Option Awards: Number of Shares Underlying Options (#) |
| Exercise Price of Option Awards ($) |
| Grant Date Fair Value of Stock Awards ($)(2) | | Quentin S. Blackford | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| 10/5/2021 |
| — | | | 3,026,197 | | | 6,052,394 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,026,197 | |
| 10/5/2021 |
| — | | | — | | | — | | | — | | | — | | | — | | | 101,979 | | | — | | | — | | | 6,052,454 | | | Douglas J. Devine | | — | | | — | | | — | | | — | | | — | | | 302,624 | | | 605,248 | | | — | | | — | | | — | | | 605,248 | |
| 3/1/2021 |
| — | | | 677,436 | | | 1,354,871 | | | — | | | — | | | — | | | — | | | — | | | — | | | 677,436 | |
| 1/19/2021 |
| — | | | 2,072,730 | | | 2,072,730 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,072,730 | | | 7/5/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 17,906 | | | — | | | — | | | 1,130,406 | |
| 3/1/2021 |
| — | | | — | | | — | | | — | | | — | | | — | | | 4,430 | | | — | | | — | | | 677,436 | | | Mark J. Day |
| — | |
| — | | | — | | | — | | | | | 153,630 | | | 307,260 | | | — | | | — | | | — | | | 307,261 | | | 3/1/2021 | | — | | | 451,573 | | | 903,146 | | | — | | | — | | | — | | | — | | | — | | | — | | | 451,573 | |
| 1/19/2021 | | | | 1,842,427 | | | 1,842,427 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,842,427 | |
| 3/1/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 2,953 | | | — | | | — | | | 451,573 | | | David A. Vort | | — | | | — | | | — | | | — | | | — | | | 307,125 | | | 614,250 | | | — | | | — | | | — | | | 475,288 | |
| 3/1/2021 | | — | | | 496,684 | | | 993,368 | | | — | | | — | | | — | | | — | | | — | | | — | | | 496,684 | |
| 1/19/2021 | | — | | | 1,381,820 | | | 1,381,820 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,381,820 | | | 3/1/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 3,248 | | | — | | | — | | | 496,684 | | | Daniel G. Wilson | | — | | | — | | | — | | | — | | | — | | | 147,098 | | | 294,196 | | | — | | | — | | | — | | | 294,195 | | | 3/1/2021 | | — | | | 383,829 | | | 767,658 | | | — | | | — | | | — | | | — | | | — | | | — | | | 383,829 | | | 1/19/2021 | | — | | | 1,266,668 | | | 1,266,668 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,266,668 | | | 3/1/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 2,510 | | | — | | | — | | | 383,829 | | | 7/2/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 13,227 | | | — | | | — | | | 835,021 | | | Michael J. Coyle | | 2/24/2021 | | — | | | 4,238,865 | | | 8,477,730 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,238,865 | | | 2/24/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 33,247 | | | — | | | — | | | 5,086,791 | | | Kevin M. King | | 6/18/2021 | | — | | | — | | | — | | | — | | | — | | | — | | | 61,729 | | | — | | | — | | | 61,729 | |
__________________________
(1)The restricted stock unit awards were made under the 2016 Equity Incentive Plan.
(2)The amounts reported in the Grant Date Fair Value of Stock Awards column represent the grant date fair value of restricted stock awards granted in fiscal 2021, calculated in accordance with ASC Topic 718.
(3)Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2021 Annual Bonus Plan based upon the combined achievement of corporate performance goals over fiscal year 2021. Under the 2021 Annual Bonus Plan, payments are determined by multiplying each participant’s target bonus by a factor determined by the achievement of the corporate performance goals, capped at 200%. The actual amounts paid to our named
executive officers are set forth in the “2021 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis – Target Annual Cash Bonus Opportunities.”
(4)Awards under the equity incentive plan include special retention performance stock awards for Named Executive Officers (excluding Mr. Blackford) granted in connection with management changes in 2021, as well as awards granted to Mr. Devine in connection with his promotion. For further details refer to the “Compensation Discussion and Analysis” section of this report.
Fiscal 2021 Option Exercises and Stock Vested
The following table presents information regarding the exercise of stock options and the vesting of stock awards by our Named Executive Officers during our fiscal year ended December 31, 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Option Awards |
| Stock Awards |
|
| Number of Shares Acquired on Exercise |
| Value Realized on Exercise (1) |
| Number of Shares Acquired on Vesting |
| Value Realized on Vesting (2) | | Quentin S. Blackford |
| — | | | — | | | — | | | — | | | Douglas J. Devine |
| — | | | — | | | 2,281 | | | 145,414 | | | Mark J. Day | | 9,394 | | | 1,276,256 | | | 15,428 | | | 3,443,105 | | | David A. Vort |
| 20,000 | | | 3,889,587 | | | 18,984 | | | 4,257,722 | | | Daniel G. Wilson |
| — | | | — | | | 10,741 | | | 2,022,567 | | | Michael J. Coyle | | — | | | — | | | — | | | — | | | Kevin M. King | | 2,836 | | | 281,246 | | | 68,643 | | | 15,001,797 | |
__________________________
(1)Based on the market price of our common stock on the date of exercise less the option exercise price paid for those shares, multiplied by the number of shares for which the option was exercised.
(2)Based on the market price of our common stock on the vesting date or last trading date, multiplied by the number of shares vested.
| | 2023 | | 442,230 | | | — | | | 4,566,853 | | | 274,639 | | | 32,309 | | | 5,316,031 | |
| 2022 | | 237,019 | | | 500,000 | | | 3,274,088 | | | 261,400 | | | 17,525 | | | 4,290,032 | |
(1)Represents sign on bonuses paid pursuant to the offer letters for Mr. Blackford, Mr. Murphy and Dr. Turakhia.
(2)The values of the stock awards reflect the grant date fair value of stock awards granted computed in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. The 2023 PSU awards include both a company performance component and Relative TSR component. The 2023 PSU fair values were based on a Monte Carlo simulation valuation method on the date of grant which included a likelihood of achievement of the company performance conditions.
(3)The grant date fair value of stock awards assuming the maximum potential value of RSUs, PSUs, and Strategic PSU granted in 2023 is as follows: $19.2 million for Mr. Blackford; $5.9 million for Mr. Bobzien; $5.9 million for Mr. Murphy, $6.4 million for Mr. Patterson and $5.9 million for Dr. Turakhia.
(4)The amounts in the Non-Equity Incentive Plan Compensation column for 2023, 2022, and 2021 for all NEOs were paid in March 2024, March 2023, and March 2022, respectively, pursuant to our 2023, 2022, and 2021 Annual Bonus Plans, respectively, as described in the section titled "Compensation Discussion and Analysis - Annual Cash Bonus Payments.”
(5)All other compensation includes severance and related benefits (if applicable), company paid portion of the health plan, group term life, wellness plan , 401(k) matching of up to $5,000 per year.
(6)Mr. Blackford started in October 2021; amounts reflect the pro rata portion of salary paid based on his period of service for 2021. Mr. Blackford was not eligible for an annual bonus in 2021.
(7)Mr. Bobzien started in August 2022; amounts reflect the pro rata portion of his paid based on his period of service for 2022. Pursuant to his offer letter, Mr. Bobzien was eligible to receive a full-year bonus (not pro-rated based on his period of service) for 2022.
(8)Mr. Murphy started in November 2021; amounts reflect the pro rata portion of his salary and bonus paid based on his period of service for 2021.
(9)Mr. Patterson started in July 2022; amounts reflect the pro rata portion of his salary paid based on his period of service for 2022. Pursuant to his offer letter, Mr. Patterson was eligible to receive a full-year bonus (not pro-rated for his period of service) for 2022.
(10)Dr. Turakhia started in June 2022; amounts reflect the pro rata portion of his salary and bonus paid based on his period of service for 2022.
(11)Certain amounts relating to salary, stock awards, non-equity incentive plan compensation, and all other compensation for the years 2022 and 2021 have been corrected due to administrative error.
2023 Grants of Plan-Based Awards Table
The following table provides information concerning each grant of an award made for the year ended December 31, 2023, for each of our NEOs under any compensation plan. This information supplements the information about these awards set forth in the “2023 Summary Compensation Table.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
| Estimated Possible Payouts Under 2023 Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | |
|
| Named Executive Officer |
| Grant Date |
| Threshold ($) | | Target ($) |
| Maximum ($) | | Threshold (#) |
| Target (#) |
| Maximum (#) | | All Other Stock Awards: Number of RSUs Granted | | Grant Date Fair Value of Stock Awards ($)(3) |
| Quentin Blackford | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 675,000 | | | 1,350,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 24,267 | | | 48,534 | | | 72,801 | | | — | | | 7,689,970 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 14,388 | | | 28,775 | | | 71,938 | | | — | | | 4,022,457 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 28,775 | | | 3,460,194 | |
| Brice Bobzien | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 258,000 | | | 516,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Patrick Murphy |
| | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 273,000 | | | 546,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
| Chad Patterson | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award |
| | | — | | | 322,000 | | | 644,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 5,337 | | | 10,674 | | | 26,685 | | | — | | | 1,492,118 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 10,674 | | | 1,283,549 | |
| Minang Turakhia | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 264,000 | | | 528,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
__________________________
(1)Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2023 Annual Bonus Plan based upon the combined achievement of corporate and individual performance goals over fiscal year 2023. The actual amounts paid to our NEOs are set forth in the “2023 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis— Annual Cash Bonus Payments.” Because the individual performance multipliers can range from 0-115%, the 2023 Annual Bonus Plan does not have a threshold level of performance.
(2)Represents the hypothetical payments possible under our NEOs’ respective 2023 annual PSUs as described in the section entitled “Compensation Discussion and Analysis-Individual Compensation Elements-Annual Long-Term (LTI) Awards” and 2023 Strategic PSUs as described in the section entitled "Compensation Discussion and Analysis - Individual Compensation Elements - Long-term Strategic PSU Award." The 2023 annual PSUs are earned upon achievement of the Corporate Performance Measures and the 2023 Strategic PSUs are earned over a three-year period upon the achievement of the Operational Goals (further described above). In addition, each of the 2023 annual PSUs and the 2023 Strategic PSUs will be further adjusted based on achievement of TSR versus S&P Healthcare Equipment Select Industry Index. The maximum achievement of the 2023 Strategic PSUs will be 150% of target.
(3)The values of the stock awards reflect the grant date fair value of stock awards granted under our 2016 Equity Incentive Plan during 2023 and are based on the Company’s closing price on the grant date in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table presents, for each of our NEOs, information regarding outstanding equity awards, including RSUs and PSUs, as of December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant Date (1) | | Vesting Commencement Date | | Stock Awards |
| | | Number of Shares That Have Not Vested (#) | | Market Value of Shares That Have Not Vested ($)(2) | | Equity Incentive Plan Awards: Number of Unearned Number of Shares That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(2) |
| | | | |
| Quentin Blackford | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 48,534 | | | 5,195,079 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 28,775 | | | 3,080,076 | |
| | 2/27/2023(5) | | 2/27/2023 | | 28,775 | | | 3,080,076 | | | — | | | — | |
| | 2/16/2022(3) | | 3/15/2025 | | — | | | — | | | 40,159 | | | 4,298,619 | |
| | 10/5/2021(4) | | 3/15/2024 | | 45,268 | | | 4,845,487 | | | — | | | — | |
| | 10/5/2021(5) | | 10/05/2021 | | 50,989 | | | 5,457,863 | | | — | | | — | |
| Brice Bobzien | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 8/8/2022(6) | | 3/15/2025 | | | | | | 10,129 | | | 1,084,208 | |
| | 8/8/2022(5) | | 8/08/2022 | | 7,596 | | | 813,076 | | | — | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Patrick Murphy | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 2/15/2022(6) | | 3/15/2025 | | — | | | — | | | 19,412 | | | 2,077,860 | |
| | 2/15/2022(5) | | 2/15/2022 | | 4,513 | | | 483,072 | | | — | | | — | |
| | 2/15/2022(6) | | 3/15/2025 | | — | | | — | | | 6,018 | | | 644,167 | |
| | 11/30/2021(5) | | 11/30/2021 | | 9,706 | | | 1,038,930 | | | — | | | — | |
| Chad Patterson | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 10,674 | | | 1,142,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 10,674 | | | 1,142,545 | | | — | | | — | |
| | 7/25/2022(6) | | 3/15/2025 | | — | | | — | | | 21,050 | | | 2,253,192 | |
| | 7/25/2022(5) | | 7/25/2022 | | 15,787 | | | 1,689,840 | | | — | | | — | |
| Minang Turakhia | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 6/6/2022(6) | | 3/15/2025 | | — | | | — | | | 11,125 | | | 1,190,820 | |
| | 6/6/2022(5) | | 6/06/2022 | | 8,343 | | | 893,035 | | | — | | | — | |
________________________(1)Each of the outstanding equity awards was granted pursuant to our 2016 Equity Incentive Plan.
(2)The market value of unvested equity awards as of December 31, 2023 is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the final trading day in fiscal 2023, which was $107.04.
(3)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 250% of the performance shares of our common stock subject to this award are eligible to vest by March 15, 2025.
(4)The performance period for this award ended as of December 31, 2023. Represents the number of shares achieved as of December 31, 2023, which vested in February 2024 upon certification by the Board of Directors that the applicable performance criteria were achieved.
(5)25% to vest one year from the grant date and 25% at each of the next three years.
(6)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 200% of the performance shares of our common stock are eligible to vest by March 15, 2025.
(7)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 250% of the performance shares of our common stock are eligible to vest by March 15, 2026.
(8)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 150% of the performance shares of our common stock are eligible to vest by August 7, 2026.
2023 Stock Vested Table
The following table summarizes the vesting of stock awards for each of our NEOs during the year ended December 31, 2023.
| | | | | | | | | | | | | | |
|
| Stock Awards |
|
| Number of Shares Acquired on Vesting # |
| Value Realized on Vesting $ (1) |
| Quentin Blackford |
| 25,495 | | | 2,012,065 | |
| Brice Bobzien |
| 2,533 | | | 283,899 | |
| Patrick Murphy |
| 6,358 | | | 610,673 | |
| Chad Patterson |
| 5,263 | | | 546,563 | |
| Minang Turakhia |
| 2,782 | | | 290,218 | |
______________________(1)Based on the market price of our common stock on the vesting date or last trading date prior to the vesting date, multiplied by the number of shares vested. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred in fiscal year 2023
Pension Benefits and Nonqualified Deferred Compensation
Wedonotprovideadefinedbenefitpensionplanforouremployees,andnoneofourNEOsparticipated in a nonqualified deferred compensation plan in 2023.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount that we may deduct from our federal income taxes for remuneration paid to certain executives to $1 million per executive officer per year. To maintain flexibility to compensate our executive officers in a manner designed to promote short-term and long-term corporate goals and objectives, the Committee has not adopted a policy that all compensation must be deductible. The Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Thus, the Committee may approve compensation for our NEOs that may not be fully deductible because of the deduction limit of Section 162(m) when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of the company and our stockholders.
Non-Equity Incentive Plan Compensation
We provide each of our Named Executive Officers an opportunity to receive formula-based incentive payments. The payments are based on a target incentive amount for each Named Executive Officer.($)(4)
|
Non-Equity Incentive Payments for Blackford, Devine, Day, Wilson, Coyle and King
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer |
| 2020 Target Annual Cash Bonus Award Opportunity (as a percentage of base salary) |
| 2021 Target Annual Cash Bonus Award Opportunity (as a percentage of base salary) |
| Target Award Amount ($) |
| Actual Award Amount ($) | | Quentin S. Blackford |
| — | % | | 100 | % | | $ | — | | | $ | — | | | Douglas J. Devine |
| 60 | % | | 60 | % | | $ | 302,624 | | | $ | 605,248 | | | Mark J. Day | | 40 | % | | 40 | % | | $ | 153,630 | | | $ | 307,261 | | | Daniel G. Wilson | | 40 | % | | 40 | % | | $ | 147,098 | | | $ | 294,195 | | | Michael J. Coyle | | — | % | | — | % | | $ | — | | | $ | — | | | Kevin M. King | | — | % | | — | % | | $ | — | | | $ | — | |
The 2021 Bonus Plan provided for non-equity incentive compensation based upon our achievement of performance goals for 2021. The actual target incentive payments were weighted toward achievement of revenue growth and achievement of Adjusted EBITDA targets.
Non-Equity Incentive Payments for Mr. Vort
Mr. Vort is eligible to receive formula-based incentive payments through his employment offer letter agreement, as described below in the section titled “Executive Compensation—Executive Officer Employment Arrangements—David A. Vort.” For 2021, Mr. Vort had a target incentive amount of $307,125, and received an actual award amount of $475,288 in quarterly payments.
Executive Officer Employment Agreements
Michael J. Coyle
We entered into an employment offer letter in December 2020 with Michael J. Coyle, our President and Chief Executive Officer. The letter has no specific term and provides for at-will employment. Mr. Coyle’s current annual base salary is $660,000 and he is eligible to receive an annual performance bonus for fiscal year 2021 with the target amount determined as 100% of Mr. Coyle’s annual base salary and the actual bonus amount to be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Executive Incentive Compensation Plan discussed below. Mr. Coyle also received a $850,000 relocation bonus which is repayable to the Company under certain circumstances.
Douglas J. Devine
We entered into an employment offer letter in June 2020 with Douglas J. Devine, our Chief Financial Officer. The letter has no specific term and provides for at-will employment. Mr. Devine’s current annual base salary is $450,000 and he is eligible to receive an annual performance bonus for fiscal year 2021 with the target amount determined as 60% of Mr. Devine’s annual base salary and the actual bonus amount to be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Executive Incentive Compensation Plan as discussed below. Mr. Devine also received a $150,000 signing bonus, which is repayable to the Company under certain circumstances.
David A. Vort
We entered into an employment offer letter in November 2013 with David A. Vort, our Executive Vice President, Sales. The letter has no specific term and provides for at-will employment. Mr. Vort’s current annual base salary is $ 393,750 and he is eligible to receive an annual performance bonus for fiscal year 2021 with the target amount determined as 75% of Mr. Vort’s annual base salary based upon the achievement of our revenue plan and other employment objectives set by us. Mr. Vort will be eligible to receive this bonus each calendar quarter based upon achievement of target sales goals.
Mark J. Day
We entered into an employment offer letter in June 2007 with Mark J. Day, our Executive Vice President, Research & Development. The letter has no specific term and provides for at-will employment. Mr. Day’s current annual base salary is $369,304 and he is eligible to receive an annual performance bonus for fiscal year 2021 with the target amount determined as 40% of Mr. Day’s annual base salary and the actual bonus amount to be determined based upon achievement of a mix of company and individual performance objectives pursuant to the Company’s Executive Incentive Compensation Plan as discussed below.
Daniel G. Wilson
We entered into an employment offer letter in June 2019 with Daniel G. Wilson, our Executive Vice President of Strategy, Corporate Development and Investor Relations. The letter has no specific term and provides for at-will employment. Mr. Wilson’s current annual base salary is $353,600 and he is eligible to receive an annual performance bonus for fiscal year 2021 with the target amount determined as 40% of Mr. Wilson’s annual base salary and the actual bonus amount to be determined based upon achievement of a mix of company and individual performance objectives pursuant to the Company’s Executive Incentive Compensation Plan as discussed below.
Pension Benefits and Nonqualified DeferredAll Other Compensation
We do not provide a defined benefit pension plan for our employees, and none of our Named Executive Officers participated in a nonqualified deferred compensation plan in 2021.($)(5)
|
| Total ($) |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding equity awards held by our Named Executive Officers at December 31, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Option Awards | | RSU and performance share awards | | Name |
| Grant Date(1) |
| Number of Securities Underlying Unexercised Options (#) Exercisable |
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
| Option Exercise Price ($)(2) |
| Option Expiration Date | | Grant Date(1) | | Number of
Shares or
Units of Stock
That Have Not
Vested
(#) | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1) | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
(#) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
or Unearned
Shares, Units
or Other
Rights
That Have Not
Vested
($)(1) | | Quentin S. Blackford |
| — | | | — | | | — | | | — | | | — | | | 10/5/2021 | (6) | 101,979 | | | 6,052,454 | | | 101,978 | | | — | | | Douglas J. Devine |
| — | | | — | | | — | | | — | | | — | | | 8/4/2020 | (7) | 6,842 | | | 1,542,243 | | | 18,246 | | | — | | |
| — | | | — | | | — | | | — | | | — | | | 7/5/2021 | (8) | 17,906 | | | 1,130,406 | | | — | | | — | | |
| — | | | — | | | — | | | — | | | — | | | 3/1/2021 | (9) | 4,430 | | | 677,436 | | | 8,860 | | (10) | — | | |
| — | | | — | | | — | | | — | | | — | | | 1/19/2021 | (11) | — | | | — | | | 8,046 | | | — | | | Mark J. Day |
| 10/20/2016 | (3) | 7,485 | | | — | | | 17.00 | | 10/20/2026 | | 2/27/2018 | (12) | 1,225 | | | 313,355 | | | — | | | — | | |
| 2/8/2017 | (4) | 13,591 | | | — | | | 36.22 | | 2/8/2027 | | 2/27/2019 | (13) | 1,150 | | | 220,823 | | | — | | | — | | |
| 2/8/2017 | (4) | 486 | | | — | | | 36 | | | 2/8/2027 | | 2/25/2020 | (14) | 4,616 | | | 381,559 | | | 9,232 | | (15) | — | | |
| 2/27/2018 | (5) | 9,293 | | | — | | | 64 | | | 2/27/2028 | | 3/1/2021 | (9) | 2,953 | | | 451,573 | | | 5,906 | | (10) | — | | |
| 2/27/2018 | (5) | 615 | | | — | | | 64 | | | 2/27/2028 | | 1/19/2021 | (11) | | | | | 7,152 | | | — | | | David A. Vort |
| 2/16/2017 | (4) | 1,059 | | | — | | | 35.25 | | 2/16/2027 | | 2/27/2018 | (12) | 1,750 | | | 447,650 | | | — | | | — | | |
| 2/27/2018 | (5) | 631 | | | 944 | | | 63.95 | | 2/27/2028 | | 2/27/2019 | (13) | 1,437 | | | 276,029 | | | — | | | — | | |
| 2/27/2018 | (5) | 5,643 | | | — | | | 64 | | | 46,810 | | | 2/25/2020 | (14) | 6,348 | | | 524,726 | | | 12,696 | | (15) | — | | |
| — | | | — | | | — | | | — | | | — | | | 3/1/2021 | (9) | 3,248 | | | 496,684 | | | 6,496 | | (10) | — | | |
| — | | | — | | | — | | | — | | | — | | | 1/19/2021 | (11) | — | | | — | | | 5,364 | | | — | | | Daniel G. Wilson |
| — | | | — | | | — | | | — | | | — | | | 8/1/2019 | (16) | 5,586 | | | 908,030 | | | — | | | — | | |
| — | | | — | | | — | | | — | | | — | | | 2/25/2020 | (14) | 4,155 | | | 343,452 | | | 8,310 | | (15) | — | | |
| — | | | — | | | — | | | — | | | — | | | 3/1/2021 | (9) | 2,510 | | | 383,829 | | | 5,020 | | (10) | — | | |
| — | | | — | | | — | | | — | | | — | | | 7/2/2021 | (17) | 13,227 | | | 835,021 | | | — | | | — | | | | — | | | — | | | — | | | — | | | — | | | 1/19/2021 | (11) | — | | | — | | | 4,917 | | | — | | | Michael J. Coyle | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Kevin M. King | | 2/16/2017 | (4) | 85,372 | | | — | | | 35 | | | 46,434 | | | — | | | — | | | — | | | — | | | — | | | | 2/28/2018 | (5) | 48,468 | | | 1,623 | | | 62 | | | 46,812 | | | — | | | — | | | — | | | — | | | — | | | | 2/28/2018 | (5) | — | | | 1,609 | | | 62 | | | 46,812 | | | — | | | — | | | — | | | — | | | — | |
__________________________
(1)Each of the outstanding equity awards was granted pursuant to our 2006 Stock Plan or our 2016 Stock Plan.
(2)This column represents the fair value of our common stock on the date of grant, as determined by our Board of Directors.
(3)25% of the shares of our common stock subject to this option vested on September 21, 2017, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.
(4)25% of the shares of our common stock subject to this option vested on March 1, 2018, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.
(5)25% of the shares of our common stock subject to this option vested on March 1, 2019, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.
(6)25% of the shares of our common stock subject to this award vested on November 1, 2022 and will vest each one-year anniversary thereafter.
(7)25% of the shares of our common stock subject to this award vested on July 1, 2021 and will vest each one-year anniversary thereafter.
(8)100% of the performance shares of our common stock subject to this award vested on July 5, 2022.
(9)25% of the shares of our common stock subject to this award vested on March 1, 2022 and will vest each one-year anniversary thereafter.
(10)Up to 200% of the performance shares of our common stock subject to this award vested by March 15, 2024.
(11)200% of the performance shares of our common stock subject to this award vested on February 15, 2022.
(12)25% of the shares of our common stock subject to this award vested on March 1, 2019 and will vest each one-year anniversary thereafter.
(13)25% of the shares of our common stock subject to this award vested on March 1, 2020 and will vest each one-year anniversary thereafter.
(14)50% of the shares of our common stock subject to this award vested on March 1, 2022 and 25% will vest each one-year anniversary thereafter.
(15)Up to 200% of the performance shares of our common stock subject to this award vested by March 15, 2023.
(16)50% of the shares of our common stock subject to this award vested on July 1, 2020 and 50% will vest one-year anniversary thereafter.
(17)100% of the shares of our common stock subject to this award vested on December 31, 2023.
Potential Payments upon Termination or Change of Control
In August 2020, the Compensation and Talent Management Committee (and, with respect to our CEO, the independent members of our Board of Directors) approved a new Severance and Change in Control Policy (the “Policy”) effective September 2019, which provides a standardized approach for the receipt of severance and change in control payments and benefits by certain employees, including our Named Executive Officers. Under this approach, the rights of our executives with respect to the receipt of payments and benefits upon an involuntary termination of employment, including an involuntary termination of employment in connection with a change in control of the Company, were established on a uniform basis. Generally, the Policy replaced the individual Change of Control and Severance Agreements which we had previously entered into with our Named Executive Officers which had expired at the completion of their two-year term in September 2019.
Under the Policy, if, within the period 3 months prior to and 12 months following a “change of control” (such period, the “Change in Control Period”), we terminate the employment of the applicable employee other than for “cause,” death or “disability,” or the employee resigns for “good reason” (as such terms are defined in the employee’s change of control and severance agreement) and, within 60 days following the employee’s termination, the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive from the Company (i) a lump sum severance payment equal to the payment of employee’s base salary, at the highest rate in effect during the term of the agreement, for 24 months for Mr. Blackford, and 15 months for Messrs. Devine, Wilson, Vort and Day, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the employee and the employee’s dependents for up to 24 months for Mr. Blackford, and 15 months for Messrs. Devine, Wilson, Vort and Day, (iii) a sum payment equal to 150% of target bonus in effect for the fiscal year in which termination occurs for Mr. Coyle, and 100% of target bonus for Messrs. Devine, Wilson, Vort and Day, and (iv) accelerated vesting as to 100% of the employee’s outstanding unvested equity awards (if vesting depends on achievement of performance criteria, then assuming performance criteria has been achieved at target levels).
In addition, under the Policy, if, outside of a Change in Control Period, we terminate the employment of the applicable employee other than for cause, death or disability, or the employee resigns for good reason and, within 60 days following the employee’s termination, the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive (i) continuing payments of severance pay at a rate equal to the aggregate amount of the employee’s base salary, at the highest rate in effect during the term of the agreement, for up to 18 months for Mr. Blackford, and 12 months for Messrs. Devine, Wilson, Vort and Day, and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the employee and the employee’s dependents for 18 months for Mr. Blackford, and 12 months for Messrs. Devine, Wilson, Vort and Day.
Under the Policy, in the event any payment to the applicable Named Executive Officer pursuant to his change of control and severance agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the officer will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that we pay him a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.
The following table describes the potential payments that would have been provided to each of our current Named Executive Officers pursuant to the Policy in the event that they were terminated within the three-month period prior to or the 12-month period following a “change in control” as described above, assuming such termination occurred on December 31, 2021 (except as otherwise noted).Messrs. Coyle and King terminated employment prior to December 31, 2021, and accordingly are not included in this table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | Salary Severance Payments ($) | | Bonus Severance Payments ($) | | COBRA Premium Reimbursements ($)(1) | | Equity Acceleration ($)(2) | | Total ($) | | Quentin S. Blackford | $ | 1,300,000 | | | $ | 975,000 | | | $ | 62,089 | | | $ | 24,003,699 | | | $ | 26,340,788 | | | Douglas J. Devine | $ | 625,000 | | | $ | 300,000 | | | $ | 37,267 | | | $ | 7,570,997 | | | $ | 8,533,264 | | | David A. Vort | $ | 511,875 | | | $ | 307,125 | | | $ | 44,550 | | | $ | 4,505,526 | | | $ | 5,369,076 | | | Daniel G. Wilson | $ | 459,680 | | | $ | 147,098 | | | $ | 38,806 | | | $ | 5,145,995 | | | $ | 5,791,579 | | | Mark J. Day | $ | 480,095 | | | $ | 153,630 | | | $ | 44,550 | | | $ | 3,872,354 | | | $ | 4,550,629 | |
(1) The amounts reported in this column represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the executive and the executive’s respective eligible dependents for 12 months. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2022 health insurance plans.
(2) The value of the accelerated RSUs in this table are calculated by multiplying the number of shares subject to acceleration by the closing price of our common stock on December 31, 2021, which was $117.69 per share. The value of the accelerated stock options is calculated by multiplying (x) the number of shares subject to acceleration for each stock option by (y) the closing price per share minus the applicable exercise price per share.
The following table describes the potential payments that would have been provided to each of our current Named Executive Officers pursuant to the Policy in the event that they were terminated outside of the three-month period prior to or the 12-month period following a “change in control” as described above, assuming such termination occurred on December 31, 2021 (except as otherwise noted).Messrs. Coyle and King terminated employment prior to December 31, 2021, and accordingly are not included in this table.
| | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Salary Severance Payments ($) | | COBRA Premium Reimbursements ($)(1) | | Total ($) | | Quentin S. Blackford | | $ | 975,000 | | | $ | 46,567 | | | $ | 1,021,567 | | | Douglas J. Devine | | $ | 500,000 | | | $ | 29,814 | | | $ | 529,814 | | | David A. Vort | | $ | 409,500 | | | $ | 35,640 | | | $ | 445,140 | | | Daniel G. Wilson | | $ | 367,744 | | | $ | 31,045 | | | $ | 398,789 | | | Mark J. Day | | $ | 384,076 | | | $ | 35,640 | | | $ | 419,717 | |
(1) The amounts reported in this column represent estimates of the premiums to maintain group health insurance continuation benefits pursuant to COBRA for the executive and the executive’s respective eligible dependents for 12 months. The amounts presented are based on estimates for maintaining group health insurance continuation benefits under our 2022 health insurance plans.
As described above under the section titled Compensation Discussion and Analysis – Compensation Arrangements with Mr. King and Compensation Discussion and Analysis – Compensation Arrangements with Mr. Coyle, Mr. King and Mr. Coyle became eligible to receive severance payments and other benefits in 2021 pursuant to their separation agreements with us. The following table describes the actual severance payments provided to Mr. King and Mr. Coyle in 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Salary Severance Payments ($) | | Bonus Severance Payments ($) | | COBRA Premium Reimbursements ($) | | Equity Acceleration ($)(1) | | Total ($) | | Kevin M. King | | — | | | 775,866 | | | 12,384 | | | 1,674,930 | | | 2,463,180 | | | Michael J. Coyle | | 200,000 | | | — | | | — | | | — | | | 200,000 | |
(1) The value of the accelerated PSUs in this table are calculated by multiplying the number of shares subject to acceleration (7,187) by the closing price of our common stock on January 12, 2021, which was $233.05 per share.
Pay Ratio Disclosure
In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Act that requires U.S. publicly traded companies to disclose the ratio of their Principal Executive Officer’s compensation to that of their median employee. For this required disclosure, Quentin S. Blackford, our formerBlackford; President and Chief Executive Officer is considered to be our Principal Executive(6) (11)
| | 2023 | | 677,463 | | | — | | | 15,172,621 | | | 716,000 | | | 29,065 | | | 16,595,149 | |
| 2022 | | 650,000 | | | 675,000 | | | 5,787,285 | | | 829,000 | | | 25,459 | | | 7,966,744 | |
| 2021 | | 162,500 | | | — | | | 9,078,651 | | | — | | | 5,233 | | | 9,246,384 | |
Brice Bobzien, Chief Financial Officer (“PEO”).(7) (11) | | 2023 | | 420,926 | | | — | | | 4,566,853 | | | 260,580 | | | 33,730 | | | 5,282,089 | |
| 2022 | | 153,846 | | | — | | | 3,031,002 | | | 295,200 | | | 10,125 | | | 3,490,173 | |
For fiscal year 2021:
•the annual total compensation of Quentin Blackford was $9,731,346; and
•the estimated median of the annual total compensation of all employees of our company, other than Mr. Blackford, was $64,156.
Based on this information, for 2021 the ratio of the annual total compensation of Mr. Blackford, our PresidentPatrick Murphy; Chief Business Officer and PEO, to the median of the annual compensation of all employees was 151.7 to 1.Chief Legal Officer (8) (11)
| | 2023 | | 457,344 | | | — | | | 4,566,853 | | | 275,730 | | | 33,852 | | | 5,333,779 | |
| 2022 | | 440,000 | | | 478,500 | | | 4,057,106 | | | 357,200 | | | 31,268 | | | 5,364,074 | |
| 2021 | | 33,879 | | | — | | | 2,049,907 | | | — | | | 194 | | | 2,083,980 | |
The SEC rules for identifying the median employeeChad Patterson; Chief Commercial Officer (9) (11)
| | 2023 | | 461,068 | | | — | | | 4,928,829 | | | 341,481 | | | 33,999 | | | 5,765,377 | |
| 2022 | | 190,385 | | | — | | | 6,215,223 | | | 332,100 | | | 9,742 | | | 6,747,450 | |
Minang Turakhia; Chief Medical Officer, Chief Scientific Officer and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.EVP, Product Innovation (10) (11) To identify the median employee, we used the base salary for all of our U.S. employees, excluding our PEO, who were employed by us on December 31, 2021. We included full-time, part-time, and temporary employees. Since the time at which we selected our median employee, there has been no significant change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.
After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our Named Executive Officers as shown in the 2021 Summary Compensation Table.
Compensation and Talent Management Committee Report
The Compensation and Talent Management Committee (the “Compensation Committee”) has reviewed and discussed the section titled “Compensation Discussion and Analysis” included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the section titled “Compensation Discussion and Analysis” be included in this Proxy Statement.
Respectfully submitted by the members of the Compensation Committee of the Board of Directors:
Bruce G. Bodaken (Chair)
Abhijit Y. Talwalkar
Cathleen Noel Bairey Merz, M.D
Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2021. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders. | | | | | | | | | | | | | | | | | | | | | | Plan Category |
| (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
| (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | Equity compensation plans approved by stockholders (1) |
| 2,153,667 | | (2) | 39.61 | | (3) | 9,011,213 | | | Equity compensation plans not approved by stockholders |
| — | |
| — | |
| — | | | Total |
| 2,153,667 | |
| 39.61 | |
| 9,011,213 | |
__________________________
(1)Includes the following plans: 2006 Stock Plan, 2016 Equity Incentive Plan (“2016 Plan”), and 2016 Employee Stock Purchase Plan (“2016 ESPP”). Our 2016 Plan provides that on January 1st of each fiscal year commencing in 2017 and ending on (and including) January 1, 2026, the number of shares authorized for issuance under the 2016 Plan is automatically increased by a number equal to the lesser of (i) 3,865,000 shares; (ii) 5% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year, or; (iii) such other amount as our Board of Directors may determine. Our 2016 ESPP provides that on January 1st of each fiscal year commencing in 2017 and ending on (and including) January 1, 2036, the number of shares authorized for issuance under the 2016 ESPP is automatically increased by a number equal to the lesser of (i) 966,062 shares; (ii) 1.5% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as our Board of Directors may determine.
(2)This number includes 886,030 shares subject to restricted stock units.
(3)The weighted average exercise price relates solely to outstanding stock option shares since shares subject to the restricted stock units have no exercise price.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31,
| | 2023 | | 442,230 | | | — | | | 4,566,853 | | | 274,639 | | | 32,309 | | | 5,316,031 | |
| 2022 for:•each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;
•each of our Named Executive Officers;
•each of our directors and nominees for director; and
•all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of our capital stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 29,768,708 shares of our common stock outstanding as of March 31, 2022. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our capital stock subject to options held by the person that are currently exercisable or exercisable within 60 days of March 31, 2022. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o iRhythm Technologies, Inc., 699 8th Street, Suite 600, San Francisco, California 94103. The information provided in the table is based on our records and information filed with the SEC.
| | | | | | | | | | | | | | | | Name of Beneficial Owner |
| Number of Shares Beneficially Owned |
| Percentage of Shares Beneficially Owned | | 5% and Greater Stockholders: |
|
|
|
| Sands Capital Management (1) | | 3,041,867 | | | 10.22% | The Vanguard Group, Inc (2) |
| 2,680,700 | | | 9.01% | BlackRock Fund Advisors (3) | | 2,084,707 | | | 7.00% | JP Morgan Chase & Co. (4) |
| 2,083,625 | | | 7.00% | Mackenzie Financial Corporation (5) |
| 1,685,430 | | | 5.66% | T. Rowe Price Associates, Inc (6) | | 524,505 | | | 1.76% | | Named Executive Officers and Directors: | | | | | | Quentin Blackford |
| — | | | * | Douglas Devine (7) |
| 5,257 | | | * | Mark Day (8) |
| 68,058 | | | * | David Vort (9) | | 23,883 | | | * | Daniel Wilson (10) |
| 12,206 | | | * | Kevin King (11) |
| 373,704 | | | 1.25% | Abhijit Talwalkar (12) |
| 29,889 | | | * | Bruce Bodaken (13) |
| 4,890 | | | * | Mark Rubash (14) |
| 29,713 | | | * | Ralph Snyderman, M.D. (15) |
| 9,151 | | | * | Raymond Scott (16) | | 5,046 | | | * | C. Noel Bairey-Merz, M.D. (17) |
| 2,096 | | | * | | Renee Budig | | — | | | * | | Karen Ling | | — | | | * | | All executive officers and directors as a group (14 persons) | | 563,893 | | | 1.64% |
_____________________
*Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
(1)As reported on Schedule 13G filed with the SEC on February 14, 2022. The report states that Sands Capital Management has sole voting power over 2,002,387 shares and sole dispositive power over 3,041,867 shares. The address of Sands Capital Management is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.
(2)As reported on Schedule 13G/A filed with the SEC on February 10, 2022. The report states that The Vanguard Group has sole voting power over zero shares, shared voting power over 55,792 shares, sole dispositive power over 2,598,830 shares and shared dispositive power over 81,870 shares. The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.
(3)As reported on Schedule 13G/A filed with the SEC on February 13, 2022. The report states that BlackRock Fund Advisors, Inc, has sole voting power over 2,042,006 shares and sole dispositive power over 2,084,707 shares. The address of BlackRock Fund Advisors is 55 East 52nd Street New York, NY 10055.
(4)As reported on Schedule 13G/A filed with the SEC on February 14, 2022. The report states that JP Morgan Chase & Co has sole voting power over 1,692,719 shares and sole dispositive power over 2,079,347 shares. The address of JP Morgan Chase & Co is 383 Madison Avenue New York, NY 10179.
(5)As reported on Schedule 13G/A filed with the SEC on February 14, 2022. The report states that Mackenzie Financial Corporation has sole voting power over 1,685,430 shares and sole dispositive power over 1,685,430 shares. The address of Mackenzie Financial Corporation is 180 Queen Street West, Toronto, Ontario M5V 3K1.
(6)As reported on Schedule 13G/A filed with the SEC on February 14, 2022. The report states that T. Rowe Price Associates, Inc, LLC has sole voting power over 89,207 shares and sole dispositive power over 524,505 shares. The address of T. Rowe Price Associates, Inc, LLC is 100 E. Pratt Street, Baltimore, MD 21202.
(7)Consists of 5,257 shares of common stock
(8)Consists of (i) 35,919 shares of common stock; and (ii) 32,139 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(9)Consists of (i) 15,606 shares of common stock; and (ii) 8,277 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(10)Consists of 12,206 shares of common stock.
(11)Consists of (i) 236,632 shares of common stock; and (ii) 137,072 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(12)Consists of (i) 5,659 shares of common stock, and (ii) 24,230 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(13)Consists of (i) 4,662 shares of common stock; and (ii) 228 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(14)Consists of (i) 5,812 shares of common stock; and (ii) 23,901 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(15)Consists of (i) 5,312 shares of common stock; and (ii) 3,839 shares issuable upon the exercise of options exercisable within 60 days of March 31, 2022.
(16)Consists of 5,046 shares of common stock.
(17)Consists of 2,096 shares of common stock.
RELATED PERSON TRANSACTIONS
We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which:
•the amounts involved exceeded or will exceed $120,000; and
•any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest.
Certain Transactions with Related Persons
During 2021, the son of Raymond W. Scott, a former member of our Board of Directors and Chairman of our Nominating and Corporate Governance Committee, was employed by the Company as a director of software engineering. Mr. Scott’s son earned total compensation of approximately $506,693. Total compensation includes salary, bonus, and stock awards. The compensation of Mr. Scott’s son is consistent with that of other employees with equivalent qualifications and responsibilities and holding similar positions, and Mr. Scott recused himself from any decision regarding the hiring of, or compensation related to his son.
Executive Officer Employment Letters
We have entered into employment arrangements with certain current executive officers. See “Executive Compensation—Executive Officer Employment Arrangements.”
Indemnification Agreements
We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements and our certificate of incorporation and amended and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.
Policies and Procedures for Related Party Transactions
Our Board of Directors has adopted a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our Audit Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons in which the amount involved exceeds $120,000, and such person would have a direct or indirect interest must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. We did not have a formal review and approval policy for related party transactions at the time of any of the transactions described above. However, all of the transactions described above were entered into after presentation, consideration and approval by our Board of Directors and/or our Audit Committee.
| | 237,019 | | | 500,000 | | | 3,274,088 | | | 261,400 | | | 17,525 | | | 4,290,032 | |
(1)Represents sign on bonuses paid pursuant to the offer letters for Mr. Blackford, Mr. Murphy and Dr. Turakhia.
(2)The values of the stock awards reflect the grant date fair value of stock awards granted computed in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. The 2023 PSU awards include both a company performance component and Relative TSR component. The 2023 PSU fair values were based on a Monte Carlo simulation valuation method on the date of grant which included a likelihood of achievement of the company performance conditions.
(3)The grant date fair value of stock awards assuming the maximum potential value of RSUs, PSUs, and Strategic PSU granted in 2023 is as follows: $19.2 million for Mr. Blackford; $5.9 million for Mr. Bobzien; $5.9 million for Mr. Murphy, $6.4 million for Mr. Patterson and $5.9 million for Dr. Turakhia.
(4)The amounts in the Non-Equity Incentive Plan Compensation column for 2023, 2022, and 2021 for all NEOs were paid in March 2024, March 2023, and March 2022, respectively, pursuant to our 2023, 2022, and 2021 Annual Bonus Plans, respectively, as described in the section titled "Compensation Discussion and Analysis - Annual Cash Bonus Payments.”
(5)All other compensation includes severance and related benefits (if applicable), company paid portion of the health plan, group term life, wellness plan , 401(k) matching of up to $5,000 per year.
(6)Mr. Blackford started in October 2021; amounts reflect the pro rata portion of salary paid based on his period of service for 2021. Mr. Blackford was not eligible for an annual bonus in 2021.
(7)Mr. Bobzien started in August 2022; amounts reflect the pro rata portion of his paid based on his period of service for 2022. Pursuant to his offer letter, Mr. Bobzien was eligible to receive a full-year bonus (not pro-rated based on his period of service) for 2022.
(8)Mr. Murphy started in November 2021; amounts reflect the pro rata portion of his salary and bonus paid based on his period of service for 2021.
(9)Mr. Patterson started in July 2022; amounts reflect the pro rata portion of his salary paid based on his period of service for 2022. Pursuant to his offer letter, Mr. Patterson was eligible to receive a full-year bonus (not pro-rated for his period of service) for 2022.
(10)Dr. Turakhia started in June 2022; amounts reflect the pro rata portion of his salary and bonus paid based on his period of service for 2022.
(11)Certain amounts relating to salary, stock awards, non-equity incentive plan compensation, and all other compensation for the years 2022 and 2021 have been corrected due to administrative error.
2023 Grants of Plan-Based Awards Table
The following table provides information concerning each grant of an award made for the year ended December 31, 2023, for each of our NEOs under any compensation plan. This information supplements the information about these awards set forth in the “2023 Summary Compensation Table.”
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
|
| Estimated Possible Payouts Under 2023 Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | |
|
| Named Executive Officer |
| Grant Date |
| Threshold ($) | | Target ($) |
| Maximum ($) | | Threshold (#) |
| Target (#) |
| Maximum (#) | | All Other Stock Awards: Number of RSUs Granted | | Grant Date Fair Value of Stock Awards ($)(3) |
| Quentin Blackford | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 675,000 | | | 1,350,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 24,267 | | | 48,534 | | | 72,801 | | | — | | | 7,689,970 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 14,388 | | | 28,775 | | | 71,938 | | | — | | | 4,022,457 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 28,775 | | | 3,460,194 | |
| Brice Bobzien | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 258,000 | | | 516,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Patrick Murphy |
| | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 273,000 | | | 546,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
| Chad Patterson | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award |
| | | — | | | 322,000 | | | 644,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 5,337 | | | 10,674 | | | 26,685 | | | — | | | 1,492,118 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 10,674 | | | 1,283,549 | |
| Minang Turakhia | | | | | | | | | | | | | | | | | | |
| 2023 Annual Bonus Plan Award | | | | — | | | 264,000 | | | 528,000 | | | — | | | — | | | — | | | — | | | — | |
| 2023 Strategic PSUs | | 8/7/2023 | | — | | | — | | | — | | | 6,795 | | | 13,589 | | | 20,384 | | | — | | | 2,153,162 | |
| 2023 Annual PSUs | | 2/27/2023 | | — | | | — | | | — | | | 4,641 | | | 9,282 | | | 23,205 | | | — | | | 1,297,531 | |
| 2023 Annual RSUs | | 2/27/2023 | | — | | | — | | | — | | | — | | | — | | | — | | | 9,282 | | | 1,116,161 | |
__________________________
(1)Amounts in the “Estimated Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive opportunities under our 2023 Annual Bonus Plan based upon the combined achievement of corporate and individual performance goals over fiscal year 2023. The actual amounts paid to our NEOs are set forth in the “2023 Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in the section titled “Compensation Discussion and Analysis— Annual Cash Bonus Payments.” Because the individual performance multipliers can range from 0-115%, the 2023 Annual Bonus Plan does not have a threshold level of performance.
(2)Represents the hypothetical payments possible under our NEOs’ respective 2023 annual PSUs as described in the section entitled “Compensation Discussion and Analysis-Individual Compensation Elements-Annual Long-Term (LTI) Awards” and 2023 Strategic PSUs as described in the section entitled "Compensation Discussion and Analysis - Individual Compensation Elements - Long-term Strategic PSU Award." The 2023 annual PSUs are earned upon achievement of the Corporate Performance Measures and the 2023 Strategic PSUs are earned over a three-year period upon the achievement of the Operational Goals (further described above). In addition, each of the 2023 annual PSUs and the 2023 Strategic PSUs will be further adjusted based on achievement of TSR versus S&P Healthcare Equipment Select Industry Index. The maximum achievement of the 2023 Strategic PSUs will be 150% of target.
(3)The values of the stock awards reflect the grant date fair value of stock awards granted under our 2016 Equity Incentive Plan during 2023 and are based on the Company’s closing price on the grant date in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024.
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table presents, for each of our NEOs, information regarding outstanding equity awards, including RSUs and PSUs, as of December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant Date (1) | | Vesting Commencement Date | | Stock Awards |
| | | Number of Shares That Have Not Vested (#) | | Market Value of Shares That Have Not Vested ($)(2) | | Equity Incentive Plan Awards: Number of Unearned Number of Shares That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(2) |
| | | | |
| Quentin Blackford | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 48,534 | | | 5,195,079 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 28,775 | | | 3,080,076 | |
| | 2/27/2023(5) | | 2/27/2023 | | 28,775 | | | 3,080,076 | | | — | | | — | |
| | 2/16/2022(3) | | 3/15/2025 | | — | | | — | | | 40,159 | | | 4,298,619 | |
| | 10/5/2021(4) | | 3/15/2024 | | 45,268 | | | 4,845,487 | | | — | | | — | |
| | 10/5/2021(5) | | 10/05/2021 | | 50,989 | | | 5,457,863 | | | — | | | — | |
| Brice Bobzien | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 8/8/2022(6) | | 3/15/2025 | | | | | | 10,129 | | | 1,084,208 | |
| | 8/8/2022(5) | | 8/08/2022 | | 7,596 | | | 813,076 | | | — | | | — | |
| | | | | | | | | | | | |
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| | | | | | | | | | | | |
| Patrick Murphy | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 2/15/2022(6) | | 3/15/2025 | | — | | | — | | | 19,412 | | | 2,077,860 | |
| | 2/15/2022(5) | | 2/15/2022 | | 4,513 | | | 483,072 | | | — | | | — | |
| | 2/15/2022(6) | | 3/15/2025 | | — | | | — | | | 6,018 | | | 644,167 | |
| | 11/30/2021(5) | | 11/30/2021 | | 9,706 | | | 1,038,930 | | | — | | | — | |
| Chad Patterson | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 10,674 | | | 1,142,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 10,674 | | | 1,142,545 | | | — | | | — | |
| | 7/25/2022(6) | | 3/15/2025 | | — | | | — | | | 21,050 | | | 2,253,192 | |
| | 7/25/2022(5) | | 7/25/2022 | | 15,787 | | | 1,689,840 | | | — | | | — | |
| Minang Turakhia | | | | | | | | | | | | |
| | 8/7/2023(8) | | 8/07/2026 | | — | | | — | | | 13,589 | | | 1,454,567 | |
| | 2/27/2023(7) | | 3/15/2026 | | — | | | — | | | 9,282 | | | 993,545 | |
| | 2/27/2023(5) | | 2/27/2023 | | 9,282 | | | 993,545 | | | — | | | — | |
| | 6/6/2022(6) | | 3/15/2025 | | — | | | — | | | 11,125 | | | 1,190,820 | |
| | 6/6/2022(5) | | 6/06/2022 | | 8,343 | | | 893,035 | | | — | | | — | |
________________________(1)Each of the outstanding equity awards was granted pursuant to our 2016 Equity Incentive Plan.
(2)The market value of unvested equity awards as of December 31, 2023 is calculated by multiplying the number of shares subject to such awards by the closing price of our common stock on December 29, 2023, the final trading day in fiscal 2023, which was $107.04.
(3)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 250% of the performance shares of our common stock subject to this award are eligible to vest by March 15, 2025.
(4)The performance period for this award ended as of December 31, 2023. Represents the number of shares achieved as of December 31, 2023, which vested in February 2024 upon certification by the Board of Directors that the applicable performance criteria were achieved.
(5)25% to vest one year from the grant date and 25% at each of the next three years.
(6)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 200% of the performance shares of our common stock are eligible to vest by March 15, 2025.
(7)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 250% of the performance shares of our common stock are eligible to vest by March 15, 2026.
(8)Represents the target number of shares that remain eligible to be earned as of December 31, 2023. Up to 150% of the performance shares of our common stock are eligible to vest by August 7, 2026.
2023 Stock Vested Table
The following table summarizes the vesting of stock awards for each of our NEOs during the year ended December 31, 2023.
| | | | | | | | | | | | | | |
|
| Stock Awards |
|
| Number of Shares Acquired on Vesting # |
| Value Realized on Vesting $ (1) |
| Quentin Blackford |
| 25,495 | | | 2,012,065 | |
| Brice Bobzien |
| 2,533 | | | 283,899 | |
| Patrick Murphy |
| 6,358 | | | 610,673 | |
| Chad Patterson |
| 5,263 | | | 546,563 | |
| Minang Turakhia |
| 2,782 | | | 290,218 | |
______________________(1)Based on the market price of our common stock on the vesting date or last trading date prior to the vesting date, multiplied by the number of shares vested. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred in fiscal year 2023
Pension Benefits and Nonqualified Deferred Compensation
Wedonotprovideadefinedbenefitpensionplanforouremployees,andnoneofourNEOsparticipated in a nonqualified deferred compensation plan in 2023.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount that we may deduct from our federal income taxes for remuneration paid to certain executives to $1 million per executive officer per year. To maintain flexibility to compensate our executive officers in a manner designed to promote short-term and long-term corporate goals and objectives, the Committee has not adopted a policy that all compensation must be deductible. The Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Thus, the Committee may approve compensation for our NEOs that may not be fully deductible because of the deduction limit of Section 162(m) when it believes that such compensation is consistent with the goals of our executive compensation program and is in the best interests of the company and our stockholders.
Accounting for Stock-Based Compensation
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation awards. FASB ASC Topic 718 requires the measurement of compensation expense for all share-based payment awards made to employees and the non-employee members of our Board of Directors, including options to purchase shares of common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Limitations on Liability and Indemnification Matters
Our Amended and Restated Certificate of Incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the DGCL. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:
•any breach of the director’s duty of loyalty to us or our stockholders;
•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
•any transaction from which the director derived an improper personal benefit.
Further, if the Certificate of Amendment described in Proposal 5 is approved by our stockholders, we will provide for the exculpation of officers, to the fullest extent permitted by law, including for personal liability for breach of fiduciary duty. This exculpation would not protect officers from liability for breach of the duty of loyalty, acts, or omissions not in good faith or that involve intentional misconduct or a knowing violation of law or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of our company, such as derivative claims. Our current Amended and Restated Certificate of Incorporation and our amended and restated bylaws require us to indemnify our directors and officers to the maximum extent not prohibited by the DGCL and allow us to indemnify other employees and agents as set forth in the DGCL. Subject to certain limitations, our amended and restated bylaws also require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted, subject to very limited exceptions.
We have entered, and intend to continue to enter, into separate indemnification agreements with our directors, officers, and certain of our other employees, in addition to the indemnification provided for in our Amended and Restated Certificate of Incorporation and amended and restated bylaws. These agreements, among other things, require us to indemnify our directors, officers and key employees for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts actually and reasonably incurred by such director, officer or key employee in any action or proceeding arising out of their service to us or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. Subject to certain limitations, our indemnification agreements also require us to advance expenses incurred by our directors, officers, and key employees for the defense of any action for which indemnification is required or permitted.
We believe that these provisions of our Amended and Restated Certificate of Incorporation and indemnification agreements are necessary to attract and retain qualified persons such as directors, officers, and key employees. We also maintain directors’ and officers’ liability insurance.
The limitation of liability and indemnification provisions in our Amended and Restated Certificate of Incorporation and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.
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| Year | Summary Compensation Table Total for Kevin King1 ($) | Summary Compensation Table Total for Michael Coyle2 ($) | Summary Compensation Table Total for Douglas Devine3,5 ($) | Summary Compensation Table Total for Quentin Blackford4 ($) | Compensation Actually Paid to Kevin King1,6 ($) | Compensation Actually Paid to Michael Coyle2,6 ($) | Compensation Actually Paid to Douglas Devine3,5,6 ($) | Compensation Actually Paid to Quentin Blackford4,6 ($) | Average Summary Compensation Table Total for Non-PEO NEOs5 ($) | Average Compensation Actually Paid to Non-PEO NEOs5,6 ($) |
| (a) | (b) | (b) | (b) | (b) | (c) | (c) | (c) | (c) | (d) | (e) |
| 2023 | — | | — | | — | | 16,595,149 | | — | | — | | — | | 16,262,069 | | 5,424,319 | | 4,909,386 | |
| 2022 | — | | — | | — | | 7,966,744 | | — | | — | | — | | 5,272,014 | | 4,422,956 | | 4,044,855 | |
| 2021 | 30,709 | | 461,422 | | 5,699,043 | | 9,246,384 | | (9,810,498) | | 461,422 | | 2,902,001 | | 18,170,537 | | 3,360,713 | | 136,903 | |
| 2020 | 4,885,062 | | — | | — | | — | | 24,257,924 | | — | | — | | — | | 1,769,376 | | 6,988,690 | |
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| Year | | Value of Initial Fixed $100 Investment based on:7 | | Net Income ($ Millions) | | Revenue8 ($ Millions) |
| TSR ($) | | Peer Group TSR ($) | | Peer Group TSR ($) | | |
| (a) | | (f) | | (g)(1) | | (g)(2) | | (h) | | (i) |
| 2023 | | 157.20 | | 118.87 | | 99.63 | | (123) | | 493 |
| 2022 | | 137.57 | | 113.65 | | 105.61 | | (116) | | 411 |
| 2021 | | 172.84 | | 126.45 | | 137.80 | | (101) | | 323 |
| 2020 | | 348.38 | | 126.42 | | 133.15 | | (44) | | 265 |
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(1) Kevin King was our President and Chief Executive Officer from July 2012 through January 11, 2021.
(2) Michael Coyle was our President and Chief Executive Officer from January 12, 2021, through June 1, 2021.
(3) Douglas Devine was our Interim Chief Executive Officer from June 1, 2021, through October 3, 2021. Mr. Devine also served as our Chief Financial Officer from June 2020 until August 2022. In accordance with Item 402(v) of Regulation S-K, this table and the accompanying narrative present Mr. Devine as a PEO for 2021 and a Non-PEO NEO for 2020 and 2022.
(4) Quentin Blackford has been our President and Chief Executive Officer since October 4, 2021.
(5) The individuals comprising the Non-PEO NEOs for each year are listed below. As described above, this table and the accompanying narrative present Mr. Devine as a PEO for 2021 and a Non-PEO NEO for 2020 and 2022.
| | | | | | | | | | | |
| 2020 | 2021 | 2022 | 2023 |
| Douglas Devine | Mark Day | Douglas Devine | Brice Bobzien |
| Mark Day | Daniel Wilson | Brice Bobzien | Patrick Murphy |
| Matthew Garrett | David Vort | Patrick Murphy | Chad Patterson |
| Daniel Wilson | | Chad Patterson | Minang Turakhia |
| David Vort | | Minang Turakhia | |
(6) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
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| Year | | Summary Compensation Table Total for Quentin Blackford
($) | | Exclusion of Stock Awards for Quentin Blackford
($) | | Inclusion of Equity Values for Quentin Blackford
($) | | Compensation Actually Paid to Quentin Blackford
($) |
| 2023 | | 16,595,149 | | | (15,172,621) | | | 14,839,541 | | | 16,262,069 | |
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| Year | | Average Summary Compensation Table Total for Non-PEO NEOs
($) | | Average Exclusion of Stock Awards for Non-PEO NEOs
($) | | Average Inclusion of Equity Values for Non-PEO NEOs
($) | | Average Compensation Actually Paid to Non-PEO NEOs
($) |
| 2023 | | 5,424,319 | | | (4,657,347) | | | 4,142,414 | | | 4,909,386 | |
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The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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| Year | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Quentin Blackford
($) | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Quentin Blackford
($) | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Quentin Blackford
($) | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Quentin Blackford
($) | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Quentin Blackford
($) | | Total - Inclusion of Equity Values for Quentin Blackford
($) |
| 2023 | | 14,876,834 | | | 338,758 | | | — | | | (376,051) | | | — | | | 14,839,541 | |
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| Year | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($) | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($) | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($) | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($) | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($) | | Total - Average Inclusion of Equity Values for Non-PEO NEOs
($) |
| 2023 | | 4,575,928 | | | (469,753) | | | — | | | 36,239 | | | — | | | 4,142,414 | |
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(7) The Peer Group TSR set forth in column (g)(1) in this table utilizes the NASDAQ Biotechnology Index, and the Peer Group TSR set forth in column (g)(2) in this table utilizes the S&P Healthcare Equipment Select Industry, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. For the year ended December 31, 2023, the Company has elected to present the S&P Healthcare Equipment Select Industry for its peer group comparison. The Company believes that the holdings of this index more accurately reflect its peer companies. Since the NASDAQ Biotechnology Index was presented in the prior year, it has also been presented in the current year for comparison purposes. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company, the NASDAQ Biotechnology Index and the S&P Healthcare Equipment Select Industry, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(8) We determined revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 and 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 we may determine a different financial performance measure to be the most important financial performance measure in future years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our revenue during the four most recently completed fiscal years.
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the NASDAQ Biotechnology Index and S&P Healthcare Equipment Select Industry Index.
Tabular List of Most Important Financial and Non-Financial Performance Measures
The following table presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
| | |
| Revenue |
| Adjusted EBITDA |
| Unit volume growth |
EQUITY COMPENSATION PLAN INFORMATION
The following table presents information as of December 31, 2023 with respect to compensation plans under which shares of our common stock may be issued. | | | | | | | | | | | | | | | | | | | | |
|
| Number of securities to be issued upon exercise or release of outstanding securities (#)(3) |
| Weighted-average exercise price of outstanding options ($)(1) |
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(#)(4) |
| Plan Category | | (a) | | (b) | | (c) |
Equity compensation plans approved by stockholders (2) | | 2,942,525 | |
| $ | 42.34 | | | 5,892,088 | |
| Equity compensation plans not approved by stockholders | | — | | | — | | | — | |
| Total | | 2,942,525 | | | $ | 42.34 | | | 5,892,088 | |
(1) The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of restricted stock units, since restricted stock units have no exercise price.
(2) Includes our (i) 2016 Equity Incentive Plan (the “2016 EIP”), (ii) 2016 Employee Stock Purchase Plan (the “2016 ESPP”) and (iii) 2006 Stock Plan.
(3) Includes (i) 2,942,525 shares subject to outstanding awards granted under the 2016 EIP, of which 253,508 shares were subject to outstanding options and 2,480,067 shares were subject to outstanding restricted stock unit awards and (ii) 53,444 shares subject to outstanding awards granted under the 2006 Stock Plan, of which 53,444 shares were subject to outstanding options and no shares were subject to outstanding restricted stock unit awards.
(4) As of December 31, 2023, there were 6,480,631 shares of common stock available for issuance under the 2016 EIP. The number of shares of our common stock reserved for issuance under our 2016 EIP was not increased automatically on January 1, 2024, and would have increased automatically on the first day of January of each of 2017 through 2026 by the number of shares equal to the least of (i) 3,865,000 shares, (ii) 5% of the outstanding shares of our common stock as of the immediately preceding December 31 or (iii) such number of shares determined by the Compensation and Human Capital Management Committee. As of December 31, 2023, there were 2,112,347 shares of common stock available for issuance under the 2016 ESPP. The number of shares of common stock reserved for issuance under our 2016 ESPP were not increased automatically on January 1, 2024, and would have increased automatically on the first day of January of each of 2017 through 2036 by the number of shares equal to the least of (i) 966,062 shares, (ii) 1.5% of the outstanding shares of our common stock as of the immediately preceding December 31 or (iii) such number determined by the Compensation and Human Capital Management Committee. As of December 31, 2023, there were 241,635 shares of common stock available for issuance under the 2006 Stock Plan. To the extent outstanding awards under the 2006 Stock Plan are forfeited, lapse unexercised, or would otherwise have been returned to the share reserve under either plan, the shares of common stock subject to such awards instead will be available for future issuance under the 2016 EIP.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
From January 1, 2023 to the present, there have been no transactions, and there are currently no proposed transactions, to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest, except the executive officer and director compensation arrangements discussed above under “Executive Compensation” and “Proposal No. 1—Election of Directors—Non-Employee Director Compensation,” respectively.
Policies and Procedures for Related Person Transactions
Our Board of Directors has adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions. A “related person transaction” is a transaction, arrangement or relationship in which the post-combination company or any of its subsidiaries was, is or will be a participant and in which any related person had, has or will have a direct or indirect material interest. A “related person” means executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons.
We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its Audit Committee charter, the Audit Committee has the responsibility to review related party transactions.
ADDITIONAL INFORMATION
Stockholder Proposals to be Presented at Next Annual Meeting
Our amended and restated bylaws provide that, for stockholder nominations to our Board of Directors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Corporate Secretary at iRhythm Technologies, Inc., 699 8th Street, Suite 600, San Francisco, California 94103, Attn: Corporate Secretary.
To be timely for our 2025 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices not earlier than 2:00 p.m. Pacific Time on January 25, 2025 and not later than 2:00 p.m. Pacific Time on February 24, 2025. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our restated bylaws.
Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2025 annual meeting of stockholders must be received by us not later than December 11, 2024 in order to be considered for inclusion in our proxy materials for that meeting.
Available Information
We will mail, without charge, upon written request, a copy of our Annual Report for the fiscal year ended December 31, 2023, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to:
iRhythm Technologies, Inc.
699 8th Street, Suite 600
San Francisco, California 94103
Attn: Corporate Secretary
The Annual Report is also available at https://investors.irhythmtech.com under “SEC Filings” in the “Financials” section of our website.
Electronic Delivery of Stockholder Communications
We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:
Registered Owner you hold our common stock in your own name through our transfer agent, Equiniti Trust Company, or you are in possession of stock certificates: visit www.shareowneronline.com and log into your account to enroll.
Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.
Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of shares of our common stock may call Equiniti Trust Company, our transfer agent, by phone at (800) 401-1957 (US residents) or visit www.shareowneronline.com with questions about electronic delivery.
“Householding” - Stockholders Sharing the Same Last Name and Address
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.
This year, a number of brokers with account holders who are our stockholders will be “householding” our Annual Report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of Annual Report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by calling Broadridge at (866) 540-7095 or writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, we will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, our Annual Report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, Annual Report and other proxy materials, you may write our Corporate Secretary at 699 8th Street, Suite 600, San Francisco, California 94103, Attn: Corporate Secretary, telephone number (415) 632-5700.
Any stockholders who share the same address and receive multiple copies of our Notice of Internet Availability or Annual Report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or our Corporate Secretary at the address or telephone number listed above.
NON-GAAP FINANCIAL MEASURES
We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP) in this Proxy Statement, including adjusted EBITDA, adjusted net loss, adjusted net loss per share and adjusted operating expenses. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to- period comparisons.
Adjusted EBITDA excludes non-cash operating charges for stock-based compensation, depreciation and amortization as well as non-operating items such as interest income, interest expense, impairment and restructuring charges, and business transformation costs. See Appendix B hereto for reconciliations of non-GAAP financial measures included herein.
We exclude the following items from non-GAAP financial measures for adjusted net loss, adjusted net loss per share and adjusted operating expenses:
•impairment and restructuring charges, and
•business transformation costs to scale the organization.
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our executive officers, directors and 10% stockholders file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this Proxy Statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received and written representations of our executive officers, directors and 10% stockholders, we believe that during our fiscal year ended December 31, 2021, all Section 16(a) filing requirements were satisfied on a timely basis, with the exception of the following reports:
| | | | | | | | | | | | | | |
Name |
| Transaction Date |
| Filing Date |
Douglas J. Devine | | 7/8/2021 | | 3/22/2022 |
Daniel G Wilson | | 7/8/2021 | | 3/22/2022 |
Fiscal Year 2021 Annual Report and SEC Filings
Our consolidated financial statements for our fiscal year ended December 31, 2021 are included in our Annual Report on Form 10-K, which we will make available to stockholders at the same time as this Proxy Statement. This Proxy Statement and our annual report are posted on our website at www.irhythmtech.com under “Investors—SEC Filings.” and are available from the SEC at its website at www.sec.gov. Stockholders may also obtain a copy of our annual report without charge by sending a written request to iRhythm Technologies, Inc., Attention: Investor Relations, 699 8th Street, Suite 600, San Francisco, California 94103.
* * *
The Board of Directors does not know ofpresently intend to bring any other matters to be presented at the Annual Meeting. If any additional matters are properly presented atbusiness before the Annual Meeting and, so far as is known to our Board of Directors, no matters are to be brought before the persons namedAnnual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, proxy card will have discretion to vote the shares of our common stock they representbe voted in respect thereof in accordance with their ownthe judgment of the persons voting such proxies.
APPENDIX A
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
IRHYTHM TECHNOLOGIES, INC.
iRhythm Technologies, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1.That the name of this Corporation is iRhythm Technologies, Inc., and that this Corporation was originally incorporated pursuant to the DGCL on such matters.September 14, 2006 under the name iRhythm Technologies, Inc. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 25, 2016 (the “Amended andRestated Charter”).
It
2.Amendment to Article VIII.
(a) Article VIII of the Amended and Restated Charter is importanthereby amended and restated in its entirety as follows:
“ARTICLE VIII
8.1.Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
8.2. Indemnification.
The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that your shareshe or she is or was a director, officer, employee or agent of our common stock be representedthe Corporation or is or was serving at the Annual Meeting, regardlessrequest of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.
The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.
8.3.Change in Rights. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.”
3. That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the DGCL and was approved by the holders of the requisite number of shares that you hold. You are, therefore, urged to vote by telephone or by usingof capital stock of the Internet as instructedCorporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.this [__] day of [ ], 2024.
| | | | | | | | |
By: | | By Order of the Board of Directors |
|
|
| /s/Quentin S. Blackford |
| Quentin S. Blackford |
| President and Chief Executive Officer |
San Francisco, California | |
April 14, 2022 | |
APPENDIX B
IRHYTHM TECHNOLOGIES, INC.
Reconciliation of GAAP to Non-GAAP Financial Information
(In thousands)
| | | | | | | | |
| | Year Ended December 31, |
| | 2023 |
| Adjusted EBITDA reconciliation: | | |
| Net loss | | $(123,406) |
| Income tax provision | | 750 |
| Depreciation and amortization | | 16,348 |
| Interest expense | | 3,650 |
| Interest income | | (6,353) |
| Stock-based compensation | | 77,204 |
| Impairment and restructuring charges | | 11,078 |
| Business transformation costs | | 15,866 |
| Adjusted EBITDA | | $(4,863) |
| | |
| Adjusted EBITDA margin: | | |
| Revenue | | $ | 492,681 |
| Adjusted EBITDA margin | | (1.0) | % |
