~~Use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, will~~nominee. You may not ~~be permitted~~vote your shares electronically at the Annual ~~Meeting. Please~~Meeting unless you receive a valid “legal proxy” from your broker, bank, trustee or other nominee.

In the event that we hold our ~~2020~~2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before our ~~2020~~2023 annual meeting of stockholders and no later than the close of business on the later of the following two dates:

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 ~~of a majority~~solely of independent directors.

•monitoring compliance with ~~the~~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, ~~2018,~~2021, our Audit Committee held ~~eight~~six meetings and ~~did not act~~acted by written ~~consent.~~

consent once.

Compensation and Talent Management Committee

(“Compensation Committee”)

Our Compensation Committee consists of Messrs. Bodaken and Talwalkar, Ms. Ling, and Dr. Bairey Merz, with Mr. Bodaken serving as the chair. Each member of our Compensation Committee meets the requirements for independence for ~~Compensation Committee~~compensation committee members under the listing standards of The NASDAQ Stock Market and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of our Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is responsible for, among other things:

•annually reviewing and approving corporate goals and objectives relevant to compensation of our ~~chief executive officer~~Chief Executive Officer and our other executive officers;

•recommending the compensation of our Chief Executive Officer to our Board of Directors and determining the compensation of our other executive officers;

•

•~~determining the compensation of our chief executive officer and our other executive officers;~~

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

~~overseeing 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, ~~2018,~~2021, our Compensation Committee held ~~five~~seven meetings and acted by written consent ~~once.~~

six times.

Compensation and Talent Management Committee Interlocks and Insider Participation

During the last fiscal year, Messrs. Bodaken ~~Scott,~~and Talwalkar, Ms. Ling, and Dr. Bairey Merz served on our Compensation Committee. None of the members of our Compensation Committee is or has been ~~our~~an officer or ~~employee.~~employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the ~~Board~~board of ~~Directors~~directors or ~~Compensation Committee~~compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Messrs. ~~Scott,~~Rubash, Bodaken, and Talwalkar, with Mr. ~~Scott~~Talwalkar serving as the chair. Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the listing standards of The NASDAQ Stock Market 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 our Board of Directors the persons to be nominated for election as directors and to each of our ~~board’s~~Board’s committees;

•reviewing and making recommendations to our Board of Directors with respect to management and other key employee succession planning;

•developing, updating and recommending to our Board of Directors corporate governance principles and policies; ~~and~~

~~overseeing the evaluation of~~•evaluating our Board of Directors and ~~committees.~~

committees and the Company’s Chief Executive Officer; and

•overseeing the Company’s strategies, activities, risks and opportunities related to sustainability and the environment, corporate social responsibility 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, ~~2018,~~2021, our Nominating and Corporate Governance Committee held four ~~meeting~~meetings and ~~did not act~~acted by written ~~consent.~~

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, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have 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~~Board of ~~director~~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.

Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our ~~board~~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.~~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. ~~650 Townsend~~699 8th Street, Suite ~~500,~~600, San Francisco, California 94103. To be timely for our ~~2020~~2023 annual meeting of stockholders, our Secretary must receive the nomination no earlier than ~~February 10, 2020~~January 30, 2023 and no later than March ~~11, 2020.~~

1, 2023.

Special Committee

Our Special Committee consists of Messrs. Rubash, Bodaken and Talwalkar, with Mr. Talwalkar serving as the chair. 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 the Company, including securities class action lawsuits;

•monitoring actions related to the U.S. Food and Drug Administration, Center for Medicare and Medicaid Services, Medicare Administrative Contractor, and other reimbursement activities; and

•reviewing employment matters including violations of the Company’s Code of Conduct.

Our Special Committee operates under a written charter and during our fiscal year ended December 31, 2021, our Special Committee held eight meetings.

Communications with the Board of Directors

Our stockholders wishing 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. ~~650 Townsend~~699 8th Street, Suite ~~500,~~600, San Francisco, California 94103. Our Secretary, in consultation with appropriate members of our Board of Directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our Board of Directors, or if none is specified, to the Chairman of our Board of Directors.

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 ~~candidates~~orientation and continuing education and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, 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 our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at www.irhythmtech.com under “Investors—Policies, Procedures and Charters.” We will post amendments to, or waivers of, our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Corporate Responsibility

At iRhythm, corporate responsibility is our commitment to creating sustainable value for patients, physicians, hospitals, payers, employees and shareholders. Our focus areas include the overriding importance of patient safety, 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, and our commitment to being good corporate citizens in the communities we serve. While the COVID-19 pandemic has stressed our global health community, we have responded by developing solutions to meet our customers’ and patients’ needs while maintaining our commitment to ethical environmental, social and governance practices.

Focus on Patients and Customers

We are committed to delivering uninterrupted patient care for both Zio XT and Zio AT, and this has included supporting efforts to monitor COVID-19 patients. While hospital systems and healthcare facilities shifted their focus and resources to treating COVID-19 patients and combating the spread of COVID-19, we adapted our service to meet the immediate needs of our physician customers 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 directly to the patient’s residence. We pay for 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 value of the service provided to patients, physicians, and the overall healthcare system. And iRhythm’s pricing policy is designed to support innovation and delivery of industry-leading arrhythmia diagnostics.

Patient accessibility 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 costs for the Zio service, and discuss available payment programs to ensure patients can afford the Zio service. We are dedicated to helping patients get the care they need and have demonstrated commitment to financial support for those patients who need it.

Talent and Workplace Experience

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 overall company performance. We are investing heavily to 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 and leaders, and provide equal access to growth opportunities. We offer a variety of training opportunities, whether focused on building vocational or management 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.

Responsible Operations

Manufacturing and Supply Chain Sustainability

We manufacture our ambulatory cardiac monitors, Zio XT and Zio AT, 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 years in the US.

Our manufacturing operations are subject to regulatory requirements 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”) and the Medical Device Regulations 2017/745 of the European Parliament 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. 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 responsibility also includes efforts to minimize 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. As part of its independent oversight of the risks facing 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 range 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.

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.

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, ~~and~~our Chief Executive Officer and other executive officers to help ensure that they each maintain an equity stake in the ~~company~~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 ~~(including retainer fees for servicing as a member or chair~~ of ~~any Board committee).~~Directors. The ~~guidelines~~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 ~~service as~~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 ~~Chief Executive Officer~~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.

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,~~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~~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~~Company’s compensation consultant.

Cash Compensation. All non-employee directors will be entitled to receive the following cash compensation for their services:

•$~~40,000~~45,000 per year for service as a ~~board~~Board member;

•$~~48,000~~50,000 per year additionally for service as a ~~chairman~~Chairman of the ~~board (increased to $50,000 in November 2018);~~

Board;

•$20,000 per year additionally for service as ~~chairman~~Chairman of the Audit Committee;

•$~~8,000~~10,000 per year additionally for service as an Audit Committee member;

•$15,000 per year additionally for service as ~~chairman~~Chairman of the Compensation and Talent Management Committee;

•$~~6,000~~7,500 per year additionally for service as a Compensation and Talent Management Committee member;

•$~~8,000~~10,000 per year additionally for service as ~~chairman~~Chairman of the Nominating and Corporate Governance ~~Committee (increased~~

Committee; and

~~to $10,000 in November 2018); and~~

•$~~4,000~~5,000 per year additionally for service as a Nominating and Corporate Governance Committee ~~member (increased to~~

member.

~~$5,000 in November 2018).~~

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 ~~$190,000 (increased to $215,000 in November 2018),~~$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 ~~anniversary of the~~ stockholder’s meeting, ~~the~~each non-employee director will be granted Restricted Stock Units having a grant date fair value equal to ~~$100,000 (increased to $120,000 in November 2018),~~$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~~Chairman of the ~~board,~~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.

Name

Fees Earned or Paid in Cash

Stock Awards⁽¹⁾⁽²⁾

Total

Abhijit Y. Talwalkar

$
98,554

$
99,937

$
198,491

Bruce G. Bodaken

$
55,000

$
84,918

$
139,918

C. Noel Bairey Merz, M.D.

$
33,363

$
202,006

$
235,369

Mark J. Rubash

$
60,000

$
116,095

$
176,095

Ralph Snyderman, M.D.

$
48,000

$
84,918

$
132,918

Raymond W. Scott

$
54,143

$
144,353

$
198,496

~~(1)~~

Amounts shown represent the grant date fair value of options and stock awards granted during 2018, as calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant-date fair value of the options reported in this column are set forth in the section in our Annual Report on Form 10-K for the year ended December 31, 2018 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation.”

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.

~~Options and~~

(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, ~~2018,~~2021, held by our non-employee directors were as follows:


Name	Shares Subject to Outstanding Awards		Shares Subject to Outstanding Options		Name	Shares Subject to Outstanding Awards	Shares Subject to Outstanding Options
Abhijit Y. Talwalkar		1,404		24,230	Abhijit Y. Talwalkar	2,226	24,230
Bruce G. Bodaken		2,492		4,089	Bruce G. Bodaken	2,226	228
C. Noel Bairey Merz, M.D.		3,289		—
Cathleen Noel Bairey Merz, M.D.					Cathleen Noel Bairey Merz, M.D.	2,226	—
Mark J. Rubash		1,631		23,901	Mark J. Rubash	2,226	23,901
Ralph Snyderman, M.D.		2,492		4,089	Ralph Snyderman, M.D.	2,226	3,839
Raymond W. Scott		2,028		—
Renee Budig					Renee Budig	3,392	—
Karen Ling					Karen Ling	4,320	—
Kevin M. King					Kevin M. King	27,242	137,072

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during ~~2018,~~2021 and provides an overview of our executive compensation philosophy and objectives. ~~Finally, it~~It analyzes how and why the Compensation and Talent Management Committee of our Board of Directors (the “Compensation Committee”) arrived at the specific compensation decisions for our executive officers, including our Named Executive Officers, for ~~2018,~~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:

At iRhythm, we see a new healthcare landscape — where patients can count on timely diagnoses and personalized treatment and where care teams are so confident in diagnostic results that they turn their focus to patient care rather than administrative tasks. We believe in precision medicine, informed by state-of-the-art artificial intelligence (“AI”) technology, delivered through an integrated partnership between healthcare leaders dedicated to providing the best care experience each patient deserves. At iRhythm, we are at the forefront of this new landscape and we are determined to lead the industry into the next era of cardiac care.

~~Gross~~•gross profit ~~was $108.7~~ of $213.5million, or ~~73.8%~~66% gross margin, up from ~~$70.8~~$194.9 million, or ~~71.9%~~73% gross margin, in the same period in ~~2017;~~

2020;

~~Loss~~•loss from operations for ~~2018~~2021 was ~~$43.6~~$99.9 million, compared to ~~$27.3~~a loss of $43.7 million for ~~2017;~~2020; and

~~Cash,~~•cash, cash equivalents, and investments were ~~$78.3~~ $239.1million as of December 31, ~~2018.~~

2021.

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”) for the one, three and five-year periods ended March 31, 2022, compared to the S&P Healthcare Equipment Select Industry Index.

~~2018~~
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 with respect to the compensation of our Named Executive Officers for ~~2018:~~

2021:

▪

~~Base Salary~~
~~– Approved annual base salary increases ranging from 5% to 19%, and there was no change to base salary for our CEO.~~

▪

~~Annual Cash Bonuses~~ – Approved annual cash bonuses under our Executive Incentive Compensation Plans ranging from 200% to 265% of target annual cash bonus opportunities, based on performance. This included an annual cash bonus for our CEO in the amount of $1,457,500, equal to 265% of his target annual cash bonus opportunity.

▪

~~Long-Term Incentive Compensation~~ – Granted long-term incentive compensation opportunities in the form of options to purchase shares of our common stock and restricted stock unit (“RSU”) awards that may be settled for shares of our common stock, with grant date fair values ranging from approximately $630,000 to approximately $900,000 (for NEOs other than our CEO and COO), as well as a stock option and RSU award for our CEO with an aggregate grant date fair value of approximately $3,000,000.

•Base Salaries – Approved annual base salary increases for our Named Executive Officers (other than Messrs. Coyle and Blackford whose 2021 compensation arrangements are discussed elsewhere in this Compensation ~~Arrangements~~Discussion and Analysis) in amounts ranging from 3% to 4% of their 2020 annual base salaries.

•Annual Incentive Bonus Opportunities –Approved target 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 awards based on our actual performance as measured against pre-established target levels of total revenue and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) for 2021. Based on our performance at 200% achievement, our Named Executive Officers who were participants in our 2021 Annual Bonus Plan earned 200%of their target annual incentive bonus opportunities.

•Long-Term Incentive Compensation – Granted long-term incentive compensation opportunities in the form of time-based restricted stock unit (“RSU”) awards and performance-based restricted stock unit (“PSU”) awards to our Named Executive Officers (other than Messrs. Coyle 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 as our Interim Chief Executive Officer effective June 1, 2021, weentered into a letter agreement dated July 2, 2021 (the “Devine Letter Agreement”) with Mr. ~~Karti~~Devine. Pursuant to the Devine Letter Agreement, our compensation arrangements with Mr. Devine in his dual role 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 earned for the year, based on achieving one or more performance objectives established by our Board of Directors and subject 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 stock and which will vest in full on the anniversary of the date of grant, subject to his continued employment through such date; 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 ~~COO,~~President and Chief Executive Officer effective October 4, 2021, weentered into an employment offer letter dated ~~June 13, 2018~~September 8, 2021 (the ~~“Employment Letter”~~“Blackford Employment Agreement”) with Mr. ~~Karti.~~Blackford. Pursuant to the Blackford Employment ~~Letter and certain actions taken by~~Agreement, our ~~Compensation Committee, our initial~~ compensation arrangements with Mr. ~~Karti~~Blackford were as follows:

▪

~~an initial annual base salary of $450,000;~~

▪

~~a target annual cash bonus opportunity equal to 90% of his annual base salary, subject to achievement of mutually agreed performance goals;~~

•an annual base salary of $650,000;

▪

an option to purchase $1 million of our common stock, which vests over four years; and an RSU award valued at $1 million that may be settled for shares of our common stock, which vests over four years;

▪

Upon hire, the Compensation Committee reviewed and approved an option to purchase 12,218 shares of our common stock, which vests over four years, and an RSU award valued at $2 million that may be settled for shares of our common stock, which vests over four years;

▪

~~The grant date fair values of the equity awards noted above are set forth in the “2018 Summary Compensation Table” and the “2018 Grants of Plan-Based Awards Table” below.~~

▪

a lump sum relocation payment of $1 million, plus up to $50,000 in eligible relocation expenses (plus pre-approved taxable moving expenses to be grossed up for taxes due), which amounts are subject to repayment if he voluntarily resigns or if his employment is terminated for cause within his first two years of service; and

▪

~~other standard benefits provided to each of our executive officers.~~

~~In addition, Mr. Karti has entered into~~•commencing in 2022, a ~~change~~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 ~~control~~which he is not employed for the entire quarter and ~~severance agreement (the “Severance Agreement”), effective as of July 23, 2018, which provides for specified payments and benefits~~payable only if he is employed on the date the bonus, if any, is paid;

•a one-time signing bonus in the ~~event that (a)~~amount of $675,000 (which we believed was equivalent to the bonus he ~~resigns for~~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 ~~the~~our Executive Change in Control and Severance ~~Agreement)~~Policy) or if his ~~employment is terminated, provided that such~~ termination ~~is other than~~of employment for “cause” (as defined in ~~the~~

Severance Agreement), death, or disability, or (b) within three months before and prior to 12 months following a change in control of the company (the “Change in Control Period”), he resigns for good reason, or his employment is terminated, provided that such termination is other than for “cause,” death, or disability. The payments and benefits to be received upon a qualifying termination of employment outside theour Executive Change in Control ~~Period are continued payment~~and Severance Policy), with the repayable amount equal to the product of ~~base salary~~(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 ~~paid COBRA benefits~~(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 ~~nine months. The payments~~shares of our common stock and ~~benefits~~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 ~~qualifying termination of employment within the~~“Tier 1” eligible employee in our Executive Change in Control ~~Period are continued payment of base salary~~ and ~~COBRA benefits for 15 months,~~Severance Policy.

Mr. Blackford forfeited a ~~lump sum payment equal to 100%~~significant portion of his ~~target bonus~~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 ~~effect~~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 ~~the fiscal year~~our management team generally to be set forth in ~~which the termination occurs, and accelerated~~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 as to 100% of his unvested stock options and/or restricted stock awards. To receive the foregoing severance payments and benefits, Mr. Karti is obligated to execute a release of claims against us and continue to comply with the terms of applicable proprietary agreements and other post-employment restrictive covenants.

~~Mr. Karti’s employment arrangements were~~date.

The Blackford Employment Agreement was negotiated on our behalf by ~~our CEO~~the Compensation Committee and approved by ~~our Compensation Committee.~~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. ~~For~~

•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 ~~summary~~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 performance 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 ~~material~~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 ofset 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. ~~Karti’s employment offer letter, see “Executive Compensation Tables — Employment Arrangements” below.~~

~~2019~~Vort was to continue as a “Tier 2” eligible employee in our Executive ~~Compensation Highlights~~

~~Our long term incentive structure has historically included equity grants for executives~~Change in ~~a mix of time-based options to purchase shares of common stock~~Control and RSUs, which we believe effectively aligned the interests of our executives with those of our stockholders. In November 2018, after review of market data and our total rewards programs, the Compensation Committee approved a change to our mix of equity awards for executives to grant a combination of time-based and performance-based RSU (PRSU) awards and eliminate awards in the form of stock options. Executive long-term incentive awards granted in February 2019 were approved under this new program, where 75% of the value of the award was performance-based and 25% of the value of the award was time-based.

The performance equity program has a 2-year performance period measuring target revenue CAGR achievement for fiscal year 2020 compared to fiscal year 2018. There is a minimum performance threshold of 75% to earn 50% of target, and a maximum threshold of 125% achieved to earn 200% of target. The exact number of earned shares will be determined based on linear interpolation using the revenue CAGR as it falls between the minimum and maximum thresholds outlined above. We believe the addition of PRSU awards will provide additional and ongoing alignment of executives’ interests with our stockholders’ interests, emphasizes long-term financial performance and help retain executive talent.

Severance Policy.


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 high performance, collaboration and accountability. We believe our executive compensation program is reasonable, competitive 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’ target total direct compensation is both performance-based and “at-risk.”

In ~~2018,~~2021, we emphasized performance-based compensation that appropriately rewards our Named Executive Officers through two separate compensation elements:

First, our Named Executive Officers ~~participate~~participated in ~~an Executive Incentive Compensation~~our 2021 Annual Bonus Plan, which provides ~~cash~~ payments if they produce short-term financial, operational and strategic results that meet or exceed the key objectives set forth in our annual operating plan.

In addition, ~~in 2018~~ we granted ~~options to purchase~~PSU awards, which comprise approximately one-half of our Named Executive Officers’ long-term incentive compensation arrangements (except in the case of Mr. Blackford), with the shares of our common stock ~~and RSU~~subject to such awards ~~that will~~to be ~~settled for shares of our common stock, which will reward them for increasing the market price of our common stock~~earned over a ~~multi-year~~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.

These variable pay elements ensure that a substantial portion of our Named Executive Officers’ target total direct compensation for ~~2018~~2021 is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below grant levels commensurate with our actual performance.

Specifically, 94% of Mr. Blackford’s compensation is variable or at risk, while 77% of our other incumbent Named Executive Officers’ compensation is variable or at risk.

The pay mix for ~~our CEO~~Mr. Blackford and our other incumbent Named Executive Officers during ~~2018~~2021 reflected this “pay-for-performance” ~~design as follows:~~

design:

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 faithful to our compensation philosophy, the Compensation Committee regularly evaluates the relationship between the reported values of the equity awards granted to our executive officers, the amount of compensation realizable (and, ultimately, realized) from such awards in subsequent years and performance over this period.


Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. 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:

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 adviser to provide information and analysis with its ~~2018~~2021 compensation review, and other advice on executive compensation independent of management. In 2021, this compensation advisor did not provide any other services to us.

▪Annual Executive Compensation ~~Review.~~ 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.~~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.~~ At-Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officers’ compensation is “at risk” based on our corporate performance, as well as equity-based, to align the interests of our Named Executive Officers and ~~stockholders~~stockholders.

.▪

▪Use a Pay-for-Performance ~~Philosophy.~~ 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.~~ Arrangements~~All of our~~. Our post-employment compensation arrangements in the event of a

change in control of the ~~company~~Company are “double-trigger” arrangements that require both a change in control of the ~~company~~Company plus a qualifying termination of employment before payments and benefits are paid.

▪Succession ~~Planning.~~ Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in development.

▪Compensation Recovery (“Clawback”) Policy. We have adopted a compensation recovery (“clawback”) policy, which provides that, in the event of misconduct or if we are required to prepare an accounting restatement, our Board of Directors may recover from current and former executive officers.

▪Stock Ownership ~~Guidelines.~~Guidelines. We have adopted policies that require minimum ownership of shares of our common stock by our ~~CEO~~Chief Executive Officer and the non-employee members of our ~~Board.~~Board of Directors, and which were extended to our other executive officers who are subject to Section 16 of the Securities Exchange Act of 1934 effective January 1, 2022.

▪No Executive Retirement ~~Plans.~~ Plans. We do not offer pension arrangements or retirement plans or arrangements to our Named Executive Officers that are different from or in addition to those offered to our employees generally.

▪Limited ~~Perquisites.~~ Perquisites. We provide limited perquisites or other personal benefits to our Named Executive Officers.

▪No Tax Reimbursements on Perquisites. We do not provide any tax reimbursement payments (including “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.~~Benefits. Our Named Executive Officers 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.~~ Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.

▪No Hedging of Our Equity ~~Securities.~~ Securities. We prohibit our employees, including our executive officers, and the members of our Board of Directors ~~and certain other employees~~ from engaging in certain derivative transactions and from hedging our securities.

▪No Pledging of Our Equity ~~Securities.~~ Securities. We prohibit our employees, including our executive officers, and the members of our Board of Directors ~~and certain other employees~~ from holding our securities in a margin account or pledging our securities as collateral for a loan.

▪

•No ~~“single trigger”~~“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.~~Company.


Stockholder Advisory Vote on Named Executive Compensation

At ~~the~~our 2021 Annual Meeting of Stockholders, ~~to which this Proxy Statement relates,~~ we ~~will be conducting our first~~conducted a non-binding stockholder advisory vote on the compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote). ~~See Proposal 3~~Approximately 87.9% of the votes cast approved our executive compensation program for 2020. Our Board of Directors and the Compensation Committee consider the result of the Say-on-Pay vote in ~~this Proxy Statement.~~

Atdetermining the compensation of our ~~2018 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote~~executive officers, including our Named Executive Officers. Based on the ~~frequency~~level of ~~future~~support for our executive compensation program demonstrated by the result of last year’s Say-on-Pay votes (commonly known as a “Say-When-on-Pay” vote). Our stockholders expressed a preference for holding future Say-on-Pay votes on an annual, rather than a biennial or triennial, basis. In recognition of this preference andvote, among other factors, ~~considered,~~ our Board of Directors and the Compensation Committee determined ~~that, until the next Say-When-on-Pay vote, we will hold annual Say-on-Pay votes.~~

not to implement significant changes to our executive compensation program for 2021.

We value the ~~opinions~~opinion of our stockholders. Our Board of Directors and the Compensation Committee will continue to consider the ~~outcome~~result of ~~future advisory votes on~~ the ~~compensation of our Named Executive Officers,~~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.


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~~

•enable the attraction and retention of high-caliber executive talent;

▪

~~Recognize individual performance by linking rewards to individual achievements in addition to measurable corporate results.~~

•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:

▪

~~Options to purchase shares of our common stock that have value only to the extent that our stock price appreciates over the option term and that are subject to multi-year vesting requirements;~~

▪

~~RSU awards that derive additional value from increases in our stock price over time and that are subject to multi-year vesting requirements; and~~

•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

▪

~~Beginning in 2019, PRSUs that align executives’ interests with our stockholders’ interests, emphasizes financial performance and helps retain executive talent.~~

•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.~~

~~Governance~~above and ensure a meaningful percentage of ~~Executive Compensation Program~~

total compensation is tied to long term performance.


Governance of Executive Compensation Program

Role of the Compensation and Talent Management Committee

(“Compensation Committee”)

The Compensation Committee discharges many of the responsibilities of our Board of Directors relating to the compensation 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 evaluating the compensation plans, policies and practices applicable to our ~~CEO~~Chief Executive Officer and other executive officers.

The Compensation Committee has authority to make decisions regarding the compensation of our Named Executive Officers (other than our ~~CEO),~~Chief Executive Officer) and makes recommendations to the independent members of the full Board of Directors regarding the compensation of our ~~CEO.~~Chief Executive Officer. 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 a 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 for the target total direct compensation opportunities, as well as each element of these opportunities, of our ~~CEO~~Chief Executive Officer and other Named Executive Officers. The Compensation Committee does not use a single method or measure in formulating its recommendations, 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 ~~Named~~Chief Executive ~~Officers~~Officer and determining the compensation of our other Named Executive Officers, the Compensation Committee and our Board of Directors, respectively, consider the following factors:

▪

~~our performance against the financial and operational objectives established by the Compensation Committee and our Board of Directors;~~

▪

~~each individual Named Executive Officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;~~

•our performance against the financial and operational objectives established by the Compensation Committee and our Board of Directors;

▪

~~the scope of each Named Executive Officer’s role compared to other similarly-situated executives at the companies in our compensation peer group;~~

▪

the performance of each individual Named Executive Officer, based on a subjective assessment of his contributions to our overall performance, ability to lead his business unit or function and work as part of a team, all of which reflect our core values;

•each individual Named Executive Officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;

▪

~~compensation parity among our Named Executive Officers;~~

▪

~~our financial performance relative to our peers;~~

•the scope of each Named Executive Officer’s role compared to other similarly-situated executives at the companies in our compensation peer group;

▪

~~the compensation practices of our compensation peer group and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels; and~~

▪

~~the recommendations provided by our CEO with respect to the compensation of our other Named Executive Officers.~~

•the performance of each individual Named Executive Officer, based on a subjective assessment of his contributions to our overall performance, ability to lead his business unit or function and work as part of a team, all of which reflect our core values;

•compensation parity among our Named Executive Officers;

•our financial performance relative to our peers;

•the compensation practices of our compensation peer group and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels; and

•the recommendations provided by our Chief Executive Officer with respect to the compensation of our other Named Executive Officers.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. Neither the Compensation Committee, nor our Board of Directors, assigns relative

weights or rankings to such factors. No single 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 or 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 upon their members’ knowledge and judgment in assessing the various qualitative and quantitative inputs they receive as to each individual and makes compensation decisions accordingly.

Role of Management

In discharging its responsibilities, the Compensation Committee works with members of our management, including our ~~CEO~~Chief Executive Officer and ~~Vice President of Human Resources,~~Chief People Officer, who attend committee meetings. Our management 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 ~~CEO’s~~Chief Executive Officer’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 Officers (other than himself) based on his evaluation of performance for the prior year.

Each year, our ~~CEO~~Chief Executive Officer reviews the performance of our other Named Executive Officers based on such individual’s level of success in accomplishing the business objectives established for him for the prior year and his 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. The annual business objectives for each such Named Executive Officer are developed through mutual discussion and agreement between our ~~CEO~~Chief Executive Officer and the Named Executive Officers and are reviewed with our Board of Directors.

The Compensation Committee reviews and discusses management proposals and recommendations with our ~~CEO~~Chief Executive Officer and ~~Vice President of Human Resources~~Chief People Officer and considers them as one factor in formulating the recommendations for the compensation of our ~~CEO~~Chief Executive Officer and our other Named Executive Officers. Our ~~CEO~~Chief Executive Officer recuses himself from discussions and recommendations regarding his own compensation.

Role of Compensation Consultant

The Compensation Committee engages an 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 ~~2018,~~2021, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), as its compensation consultant to advise it on executive compensation matters. Services included competitive market pay practices for senior executives and data analysis and selection of the compensation peer group. Compensia’s analysis and advice are key components of the Compensation Committee’s determination of appropriate and competitive compensation for our Named Executive Officers.

For ~~2018,~~2021, Compensia regularly attended meetings of the Compensation Committee and the scope of its engagement included:

▪

~~the review and analysis of the compensation for our executive officers, including our Named Executive Officers;~~

▪

~~assessing executive compensation trends within our industry, and updating on corporate governance and regulatory developments;~~

•the review and analysis of the compensation for our executive officers, including our Named Executive Officers;

▪

~~reviewing and providing input on the Compensation Discussion and Analysis section of our proxy statement for our 2019 Annual Meeting of Stockholders;~~

▪

~~the review and analysis of the compensation for the non-employee members of our Board of Directors;~~

•providing an analysis of the design of our 2021 Executive Bonus Plan, as well as a review of short-term incentive compensation plan design practices of the competitive market;

▪

~~reviewing competitive market practices for equity compensation, including burn rate and overhang, and advising on the mix of equity award types;~~

▪

~~the research, development and review of our compensation peer group; and~~

•assessing executive compensation trends within our industry, and updating on corporate governance and regulatory developments;

▪

~~support on other ad hoc matters throughout the year.~~

•reviewing and providing input on the Compensation Discussion and Analysis section of our proxy statement for our 2021 Annual Meeting of Stockholders;

•the review and analysis of 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 of the design of our 2021 PSU awards, as well as a review of PSU awards design and grant practices of the competitive market;

•reviewing competitive market practices for equity compensation, including burn rate and overhang, and advising on the mix of equity award types;

•the research, development and review of our compensation peer group; and

•support on other ad hoc matters throughout the year.

The terms of Compensia’s engagement include reporting directly to the Compensation Committee and to the Compensation Committee chairman. Compensia also coordinates with our management for data collection and job matching for our executive officers. In ~~2018, they~~2021, Compensia did not provide any other services to us. The Compensation Committee has evaluated Compensia’s independence pursuant to the listing standards of ~~the~~The NASDAQ Stock Market and the relevant SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.


Competitive Positioning

For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of life sciences companies that are similar to us in terms of revenue, market capitalization, stage of development, geographical location and number of employees.

The target annual cash bonus opportunities of our ~~then-Named~~incumbent Named Executive Officers ~~with the exception~~(other than Mr. Vort) for 2021 as determined in February 2021, and expressed as a percentage of ~~Mr. Vort, for 2018,~~base salary, were as follows:

Named Executive Officer

2017 Target Annual Cash Bonus Award Opportunity (as a percentage of base salary)

2018 Target Annual Cash Bonus Award Opportunity (as a percentage of base salary)

Target Award Amount ($)

Kevin M. King

85
%

100
%

$
550,000

Matthew C. Garrett

45
%

50
%

$
177,500

Karim Karti (1)

—

90
%

$
178,644

Mark J. Day (2)

—

35
%

$
117,250

~~(1)~~

~~Mr. Karti's bonus is pro-rated based on his hire date of July 23, 2018.~~

~~(2)~~

~~Mr. Day is considered a Named Executive Officer beginning in 2018. Compensation information is not disclosed for years prior to 2018.~~


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.

Corporate Performance Measures

Participants in the ~~2018 Incentive~~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 ~~and operational~~ metrics that were important to us. The ~~2018 Incentive~~2021 Annual Bonus Plan was funded based on our actual results for the year as evaluated against these performance measures.

In ~~January 2018,~~February 2021, the Compensation Committee selected ~~three~~two performance measures for the ~~2018 Incentive~~2021 Annual Bonus Plan, including targets for revenue ~~growth over 2017~~ (weighted ~~70%~~75%)~~, gross margin growth over 2017~~ and Adjusted EBITDA (weighted ~~20%), and operating expense (weighted 10%~~25%).

The Compensation Committee believed these performance measures were appropriate because they provided a strong emphasis on growth while managing expenses, which it believed would most directly influence long-term stockholder value.

For purposes of the 2021 Annual Bonus Plan:

•“Revenue” meant GAAP revenue as reported in our audited financial statements; and

◦“Adjusted EBITDA” meant standard EBITDA excluding stock compensation expense.

For each of these performance measures, the Compensation Committee established a target achievement level. These target levels were intended to require significant effort on the part of our ~~executive officers~~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.

~~For purposes of~~

Initially, the ~~2018 Incentive Plan, each~~Compensation Committee set the performance ~~measure was~~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 ~~evaluated independently, in accordance with the following conditions:~~

~~For any cash bonus payment~~competitively harmful, as it would give competitors insight into our strategic and financial planning processes. Our performance measures were set to ~~be made,~~ensure they were stretch targets for participants that would not pay out below a minimum ~~threshold related to~~ revenue growth ~~must be achieved;~~

target and would drive positive shareholder return. For actual performance between the threshold and ~~target~~maximum performance levels for the revenue and ~~gross margin performance~~Adjusted EBITDA measures, the actual ~~cash~~ bonus payment with respect to each measure was to be calculated by linear interpolation.Our Compensation Committee believed the 2021 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 ~~straight-line basis;~~

~~For actual performance above~~revised annual budget to reflect the ~~target performance level for~~Novitas reimbursement changes published on April 10, 2021. The revenue metric was adjusted down by 15% and ~~gross margin performance measures, subject to a cap on individual goal achievement of 200%,~~ the ~~cash bonus payment~~Adjusted EBITDA metric was ~~to accelerate payout; and.~~

adjusted down by 20.5%.

~~For any cash bonus to be made for the operating expense performance measure, a fixed target had to be achieved.~~

Annual Cash Bonus Plan ~~Formula~~

Decisions

The following general formula was used in ~~2018~~2021 to calculate the actual annual cash bonus pool funding for the ~~2018 Incentive~~2021 Annual Bonus Plan:

Individual cash bonus payments for our CEO and other Named Executive Officers were then determined based on a combination of corporate and individual performance.

Annual Cash Bonus Payments

In February ~~2019,~~2022, the Compensation Committee determined ~~that~~the achievement, and corresponding payment levels, with respect to the corporate performance measures under the ~~2018 Incentive~~2021 Annual Bonus Plan were as follows:

Corporate Performance Measure

Weighting

Percentage Achievement versus Target

Payout Level

Revenue growth

70%

150%

175%

Gross margin growth

20%

200%

80%

Operating expense

10%

100%

10%

Total

265%


Corporate Performance Measure	Weighting	Percentage Achievement versus Target	Payout Level
Revenue	75%	110%	150%
Adjusted EBITDA	25%	177%	50%
Total			200%

Based on these determinations, the Compensation Committee determined that our Named Executive Officers ~~with the exception of Mr. Vort, received~~(other than Messrs. Blackford and Vort) were to receive annual cash bonus payments ~~at 265%~~equal to 200% of their target annual cash bonus targets. Subsequently, the Compensation Committee recommended to our Board of Directors that our CEO receive an annual cash bonus payment equal to 265% of his target annual cash bonus opportunity and the payment was approved (with the CEO recusing himself from the approval of his own annual cash bonus payment).opportunities.

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 ~~Mr.~~Messrs. Blackford and Vort, for ~~2018:~~

2021:

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)

Kevin M. King

$
550,000

$
550,000

$
1,457,500

265%

Matthew C. Garrett

$
355,000

$
177,500

$
470,375

265%

Karim Karti (1)

$
450,000

$
178,644

$
473,406

265%

Mark J. Day

$
335,000

$
117,250

$
310,713

265%

~~(1)~~

~~Mr. Karti’s annual cash bonus opportunity for 2018 was pro-rated for his partial year of employment.~~


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 ~~for 2018~~ was based on his ability to drive ~~annual sales.~~high levels of profitable volume growth. In ~~2018,~~2021, Mr. Vort was eligible to earn a cash bonus of up to ~~$240,000~~$307,125 (75% of his ~~2018~~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 ~~targets~~performance target levels for ~~our sales executive~~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.

~~To be eligible to earn a~~

Mr. Vort’s bonus ~~payment for a given calendar quarter, Mr. Vort must have achieved a minimum of 90% of his target for that period. Payments~~payments were ~~based~~determined on a ~~sliding scale where~~quarterly basis using volume unit targets for both our Zio XT and Zio AT services, as well as for international unit volume in the ~~percentage payout based~~United Kingdom. Each target had a weighting and was paid similarly on ~~the achievement of 90% of his target for the period started at 80% and increased linearly~~a pay curve up to 100% of the target. For every one percentage point ~~over~~from 1% up to 100% to target, ~~achieved,~~the payout increased ~~by 5%~~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 ~~2018,~~2021, Mr. Vort earned a cash bonus under the ~~sales plan~~2021 Sales Commission Plan in the amount of ~~$254,400,~~$383,906, based on achievement of his ~~2018~~2021 targets. ~~The Compensation Committee reviewed~~Starting in 2022, Mr. ~~Vort’s achievement in relation to the broader corporate performance measures and determined that he earned an additional cash bonus~~Vort began participating in the ~~amount of $225,600 as~~Annual Cash Bonus Plan and no longer has a ~~result of having exceeded our corporate targets for 2018. The additional bonus payment was calculated within the terms of Mr. Vort’s annual cash incentive plan as described above.~~

Sales Commission Plan.

The annual cash bonus payments made to our incumbent Named Executive Officers for ~~2018~~2021 are set forth in the ~~“2018~~“2021 Summary Compensation ~~Table”~~Table” below.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for stockholders. Equity awards also help us retain qualified executive officers in a competitive market.

~~Long-term~~

Beginning in 2019, after a review of competitive market data and an evaluation of our total rewards program, the Compensation Committee approved a change to our mix of long-term incentive compensation in the form of equity awards 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. 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 benefits of RSUs, thereby aligning the interests of our executive officers and stockholders and enabling us to use our equity compensation resources efficiently.

Generally, long-term incentive compensation opportunities in the form of equity awards are granted to our ~~Named~~Chief Executive ~~Officers by the Compensation Committee and to our CEO~~Officer 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, by the Compensation Committee. The amount and ~~forms~~form of such equity awards are determined by the Compensation Committee after considering the factors described in ~~“Governance~~“Governance of Executive Compensation Program – Compensation-Setting ~~Process”~~Process” above. The amounts and relative weighting of the equity awards are intended to provide competitively-sized awards and resulting target total direct compensation opportunities that ~~our Board of Directors~~the Compensation Committee believes are reasonable and appropriate, taking into consideration the factors described in ~~“Governance~~“Governance of Executive Compensation Program – Compensation-Setting ~~Process”~~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, the Compensation Committee considered the current retention risks and challenges facing us, 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 ~~2018,~~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 ~~equity~~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.

Annual Refresh Awards

In February 2021, as part of its annual review of our 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 should be~~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 ~~the form of options to purchase shares of common stock and time-based restricted stock unit (“RSU”) awards that may be settled for shares of common stock.~~December 2020. Further, the Compensation Committee also determined that, for each executive officer’s ~~2018~~2021 equity

award, 50% of the dollar value of the award would be converted to ~~stock options,~~a PSU award, and 50% of the dollar value of the award would be converted to ~~RSUs.~~

~~We have historically granted equity awards~~an RSU award.

In addition, in ~~the form of a mix of options to purchase shares of common stock and RSUs. In November 2018,~~February 2021, the Compensation Committee approved ~~a change to our mix of equity~~the performance-based PSU awards ~~to grant performance-based~~and the time-based RSU awards for ~~executives and eliminate awards in the form of stock options across the company. The addition of performance-based RSU awards will provide additional alignment of executives’ interests with~~ our ~~stockholders’ interests, emphasize long-term financial performance and help retain~~ executive ~~talent.~~

~~At that time,~~officers, including our incumbent Named Executive Officers. In making its determinations, the Compensation Committee ~~recommended,~~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 ~~subsequently approved~~ (with our CEO recusing himself from the approval ~~process),~~discussion) approved the ~~grant~~weighting of ~~stock options~~the long-term incentive compensation of our executive officers between PSU awards and RSU awards, ~~to our then-Named Executive Officers after considering~~ the ~~factors described in “Governance~~aggregate target value of ~~Executive Compensation Program – Compensation-Setting Process” above.~~

each executive officer’s equity award, including the design and performance metrics for the PSU awards.

The ~~aggregate~~ equity awards granted to our ~~then-Named~~incumbent Named Executive Officers ~~for 2018~~in February 2021 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:

Named Executive Officer

Options to Purchase Shares of Common Stock
(number of shares)

Restricted Stock Unit Awards for Shares of Common Stock
(number of shares)

Aggregate Grant Date Fair Value

Kevin M. King

51,700

23,800

$
3,011,387

Matthew C. Garrett

15,100

7,000

$
902,470

Karim Karti

12,218

24,113

$
2,533,286

David A. Vort

15,100

7,000

$
902,470

Mark J. Day

10,700

4,900

$
635,644


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. The ~~options~~total number of units subject to ~~purchase shares~~a PSU award and an RSU award was equal to the Aggregate Grant Date Fair Value divided by the 20-day average closing price of our common stock in effect around the time of approval. 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 2021 to minimize the variability between the award value approved and the actual number of units granted.

Differentiation was made among our incumbent Named Executive Officers based on the Compensation Committee’s review of the competitive market data for their respective positions and the size of the equity awards previously granted to them.

PSU Awards

The units subject to the PSU awards are to be earned to the extent that we achieve pre-established threshold, target and maximum performance levels for 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%

The unit performance measure for this PSU award is 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 growth target and would drive positive

shareholder return. For the three year period from 2021 through 2023, 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 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 levels set forth in the table above. 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.

RSU Awards

With the exception of the award granted to our CEO, the time-based RSU awards vest ~~(and become exercisable)~~ over a four-year period, with ~~one-quarter~~one-half of the ~~shares~~units subject to the awards vesting on the ~~first~~second anniversary of the vesting commencement date of ~~March 1, 2018,~~February 25, 2020, and ~~1/48th~~25% of the ~~total number~~units subject to the awards vesting on each of ~~shares~~the third and fourth anniversaries of the vesting ~~monthly thereafter over 36 months in equal monthly increments,~~commencement date, contingent upon the Named Executive Officer 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.

The time-based RSU awards ~~also~~ vest over a four-year period, with ~~one-quarter~~25% of the ~~shares~~units subject to the awards vesting on ~~each of~~ the first ~~four anniversaries~~anniversary of the vesting commencement date of March 1, ~~2018,~~2021, 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 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 share of our common stock for each unit earned for the performance period.

Equity Awards for Mr. Blackford

On October 4, 2021, consistent with the terms 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, 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 levels 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, the 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 2021 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 ~~2018~~2021 are set forth in the ~~“2018~~“2021 Summary Compensation ~~Table”~~Table” and the ~~“2018~~“2021 Grants of Plan-Based Awards ~~Table”~~Table” below.

Health and Welfare Benefits

Our Named Executive Officers are eligible to receive the same employee benefits that are generally available to employees generally, subject to the satisfaction of certain 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-term and long-term disability insurance, commuter benefits and reimbursement for mobile phone coverage. In structuring these programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies, compliant with applicable laws and affordable to employees.

We maintain a tax-qualified Section 401(k) retirement savings plan (the “401(k) Plan”) that provides eligible employees, including our Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged basis. In ~~2018,~~2021, we offered eligible participants a discretionary matching contribution to the 401(k) Plan, and we may make a discretionary employer contribution to each eligible employee each year. 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 all contributions are deductible by us when made.

Perquisites and Other Personal Benefits

Currently, we 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 personal benefits to our Named Executive Officers, 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 ~~2018,~~2021, our Named Executive Officers did not receive perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual, except ~~relocation benefits~~ for ~~our COO and~~ use from time-to-time by ~~our CEO and CFO each,~~Mr. Coyle of an apartment leased by the ~~company,~~Company in connection with working at our corporate headquarters in San Francisco, California. ~~Our~~The Compensation Committee ~~believes~~believed that this commuting-related benefit iswas reasonable and necessary to retain ~~Messrs. King~~the services of this individual, and ~~Garrett, and is~~was intended to reduce obstacles in ~~their~~his ability to perform services for the ~~company.~~Company.


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.


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 ~~Arrangements~~

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.


Employment Arrangements

We have entered into written employment offer letters with ~~our CEO~~Mr. Blackford and each of ~~the~~our incumbent other Named Executive Officers. Each of these letters provides for “at will” employment, meaning that either we or the Named Executive Officer may terminate the employment relationship at any time without cause. In addition, each of these letters required the Named Executive Officer to execute our standard At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement.

Each of these employment offer letters ~~also~~ 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.~~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, see “Potential Payments upon Termination or Change in Control” below.

~~Post-Employment Compensation Arrangements~~

We believe that reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. We further believe that when recruiting executive talent these arrangements are necessary to offer compensation packages that are competitive. The


Post-Employment Compensation Arrangements

In August 2020, the Compensation Committee ~~does not consider~~(and, with respect to our then-Chief Executive Officer, the ~~specific amounts payable under these post-employment compensation arrangements, however, when determining~~independent members of the ~~annual compensation~~full Board of Directors) approved our ~~executive officers.~~

~~We have entered into~~Executive Change ofin Control and Severance ~~Agreements with each Named Executive Officer,~~Policy (the “Policy”) (effective as of September 1, 2019), which provides a standardized approach for ~~specified~~the receipt of severance and change in control payments and benefits inby employees at the ~~event~~level of ~~certain qualifying terminations~~vice president and above, 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 ~~a qualifying~~an involuntary termination of employment in connection with a change in control of the ~~company. Each~~Company, were established on a uniform basis.

The Policy serves several objectives. 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 ~~these agreements has~~other executives with similar levels of responsibility and tenure. Further, it acts as an incentive for our executives to remain employed with us and focused on their responsibilities during the potential or negotiation of a ~~term of two years. However, if~~change-in-control transaction, which preserves our value and the ~~company enters into an agreement with respect~~potential benefits to ~~a change in control that limits~~be received by our ~~ability~~stockholders from the transaction. Finally, this approach supports administrative efficiency because it requires less time and expense to ~~extend the applicable Change of Control and Severance Agreement when there are fewer~~administer than ~~12 months remaining in the term, the Change of Control and Severance Agreement will extend through the 12-month anniversary of such change in control transaction.~~

~~These agreements~~individual agreements.

Our post-employment compensation arrangements are designed to provide reasonable compensation to our ~~Named Executive Officers~~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 ~~Named Executive Officers~~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. We believe these arrangements align the interests of our Named Executive Officers and our stockholders when considering ~~the~~our long-term future. The primary purpose of these arrangements in the case of a change in control of the ~~company~~Company is to keep our most senior executive officers focused on pursuing all corporate transaction activity that is in the best interests of our 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 ~~triggering~~covered by the post-employment compensation ~~provisions under~~arrangements with our ~~Change of Control and Severance Agreements,~~executives, the Compensation Committee has drawn a distinction between ~~(i)~~ voluntary terminations of employment without good reason, or terminations of employment for cause and ~~(ii)~~involuntary terminations of employment without cause or voluntary terminations of employment for good ~~reason.~~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 ~~in the prior paragraph,~~above, as well as the likelihood that the ~~executive officer's~~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 ~~resignation~~termination of employment without good reason because such events often reflect either performance challenges or an affirmative decision by the executive ~~officer~~ to end his or her relationship with us without fault by the ~~company.~~

Company.

~~All~~

Under the Policy, all payments and benefits in the event of a change in control of the ~~company~~Company 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 ~~company~~Company and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction.

Under ~~each of~~ the ~~Change of Control and Severance Agreements,~~Policy, in the event ~~any payment~~of a change in control of the Company, to the extent Section 280G or 4999 of the Code is applicable to an executive officer, including a Named Executive Officer, ~~pursuant~~such individual is entitled to ~~his agreement would be subject~~receive either payment of the full amounts specified in the 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, ~~of the Code (as~~whichever results in him or her receiving a result of the payment being classified as a “parachute payment” under Section 280G of the Code), he 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 potentialhigher amount after taking into account all federal, state and local income, excise ~~tax that would be imposed by Section 4999.~~ and employment taxes.

We do not ~~use~~provide excise tax payments (or “gross-ups”) relating to a change in control of the ~~company~~Company and have no such obligations in place with respect to any of our executive officers, including our 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.

For detailed descriptions of the post-employment compensation arrangements maintained with our incumbent Named Executive Officers, 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.

~~Other Compensation Policies and Practices~~


Other Compensation Policies and Practices

Equity Award Grant Policy

We maintain an Equity Award Grant Policy that governs the grant of equity awards under our equity incentive and compensation plan. Among other things, this policy authorizes a committee consisting of our ~~CEO,~~Chief Executive Officer, our ~~CFO~~Chief Financial Officer and our ~~Vice President of Human Resources~~Chief People Officer to grant certain equity awards up to a maximum amount of ~~500,000~~700,000 shares of common stock in the aggregate to employees and consultants. The policy does not allow approval of grants to members of this committee, our ~~CEO~~Chief Executive Officer and executive officers who are direct reports to our ~~CEO~~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;

•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 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 value of a share of our common stock on the grant date of the award.

•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 value of a share of our common stock on the grant date of the award.

It is also our policy not to time the grant of equity awards in relation to the release of material non-public information, and it is the intent 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.

Stock Ownership Guidelines

We have adopted stock ownership guidelines to help ensure that our executive officers, including our Named Executive Officers, and the non-employee members of our Board of Directors maintain an equity stake in the Company and, by doing so, appropriately link their interests with the interests of our stockholders. In November 2021, the Compensation Committee amended our stock ownership guidelines to extend their coverage effective January 1, 2022 to our executive officers who are subject to Section 16 of the Securities Exchange Act 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 our 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 equal to at least three times the value of his or her annual cash retainer fees for service on our Board of Directors.

Our Chief Executive Officer and the non-employee members of our Board of Directors are expected to achieve these ownership levels by the later of (i) December 31, 2023 and (ii) 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 becomes an executive officer (whether through being newly hired or promoted).

Compensation Recovery (“Clawback”) Policy

We have adopted a compensation recovery (“clawback”) policy that applies 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 the Clawback Period (as defined below). 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, our Board of Directors (or applicable Board committee) will 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, employees, including our Named Executive Officers, and the non-employee members of our Board of Directors, are prohibited from engaging in “short sales” and from engaging in transactions in publicly-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 ~~company~~Company securities. In addition, employees, including our Named Executive Officers, and the non-employee members of the Board of Directors are prohibited from pledging ~~company~~Company securities as collateral for a loan or holding such securities in a margin account.

~~Stock Ownership Guidelines~~


Processes and Procedures for Compensation Decisions

~~We have adopted stock ownership guidelines~~

The Compensation Committee is responsible for the executive compensation program for our ~~non-employee directors~~executive officers and reports to our Board of Directors on its discussions, decisions and other actions. As it relates to our Chief Executive Officer, the Compensation Committee reviews and approves corporate goals and objectives relating to ~~help ensure that they each maintain an equity stake~~his compensation, evaluates his performance in light of those goals and objectives and makes recommendations to the ~~company and, by doing so, appropriately link their interests with those~~independent members of our ~~stockholders. The guideline for non-employee directors is for each director~~Board of Directors on changes to ~~hold a number of shares of~~his compensation. As it relates to our ~~stock~~other Named Executive Officers, the Compensation Committee, in consultation 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 (including retainer fees for servicing as a member or chair of any Board committee). The guidelines for theour 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 for service as the~~reviews and approves all compensation decisions. Our Chief Executive Officer, ~~(not including incentive compensation). Non-employee~~Chief Financial Officer and Chief People Officer provide initial recommendations to the Compensation Committee on the corporate and departmental performance objectives under our Executive Incentive Compensation Plan.

The Compensation Committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside experts or advisors as it sees fit, 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 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).other employees based on current market practices.

~~Tax and Accounting Considerations~~


Tax and Accounting Considerations

Deductibility of Executive Compensation

Generally, Section 162(m) of the Code disallows a federal income tax deduction for public corporations of remuneration in excess of one million dollars paid in any fiscal year to certain specified executive officers, which include their chief executive officer, chief financial officer, any other executive officer whose total compensation is required to be reported to stockholders under the ~~Securities~~ Exchange Act ~~of 1934~~ 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).

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 Officers 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~~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.

~~Processes and Procedures for Compensation Decisions~~

Our Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our Board of Directors on its discussions, decisions and other actions. Our Compensation Committee reviews and approves corporate goals and objectives relating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those goals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. Our Compensation Committee reviews and makes recommendations to the Board of Directors regarding our Chief Executive Officer’s compensation and the compensation of our directors. In addition, our Compensation Committee, in consultation with our Chief Executive Officer, reviews and approves all compensation for other officers. Our Chief Executive Officer, Chief Financial Officer and Vice President of Human Resources also make compensation recommendations for our other executive officers

~~and initially propose the corporate and departmental performance objectives under our Executive Incentive Compensation Plan to the Compensation Committee.~~

Fiscal ~~2018~~2021 Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our Chief Executive Officer, our Chief Financial Officer, our former Chief Financial Officer and our three other most highly compensated executive officers in our fiscal year ended December 31, ~~2018.~~2021. The individuals listed in the table below are our Named Executive Officers for our fiscal year ended December 31, ~~2018:~~2021:


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

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock Awards
($)⁽¹⁾

Option Awards
($)⁽¹⁾

Non-Equity Incentive Plan Compensation
($)⁽²⁾

All Other Compensation
($)

Total
($)

Kevin M. King; President and Chief Executive Officer

2018

550,000

—

1,479,170

1,532,217

1,457,500

120,185

5,139,072

2017

541,923

—

1,480,500

1,836,270

771,375

85,368

4,715,436

2016

456,346

50,000

—

776,784

585,000

—

1,868,130

Matthew C. Garrett; Chief Financial Officer

2018

350,235

—

447,650

454,820

470,375

122,603

1,845,683

2017

322,996

—

493,500

457,231

241,684

89,976

1,605,387

2016

280,335

20,000

—

291,293

195,300

—

786,928

Karim Karti; Chief Operations Officer (3)

2018

195,577

—

2,050,570

482,716

473,406

1,702,440

4,904,709

David A. Vort; Executive Vice President, Sales

2018

311,923

—

447,650

454,820

480,000

10,261

1,704,654

2017

270,000

—

504,075

466,413

265,275

23,199

1,528,962

2016

260,262

20,000

—

242,741

223,550

—

746,553

Mark J. Day; Executive Vice President, Research & Development (4)

2018

330,000

—

313,355

322,289

310,713

15,402

1,291,759

~~(1)~~

The amounts reported represent the aggregate grant-date fair value of the stock awards 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, 2018 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation.”

(1)The amounts reported represent the aggregate grant-date fair value of the stock awards 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.”

~~(2)~~

The amounts in the Non-Equity Incentive Plan Compensation column for 2018, 2017, and 2016 for all Named Executive Officers except for Mr. Vort were paid in March 2019, February 2018, and March 2017, respectively, pursuant to our 2018, 2017, and 2016 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 his employment offer letter, as described in the section below titled “Executive Compensation – Executive Officer Employment Letters – David A. Vort.”

(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)~~

Mr. Karti's hire date was July 23, 2018. In connection with his relocation to San Francisco, CA, the Company provided Mr. Karti relocation assistance in the amount of $1.0 million and related tax gross-up payments.

(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.

~~(4)~~

~~Mr. Day is considered a Named Executive Officer beginning in 2018. Compensation information is not disclosed for years prior to 2018.~~

Fiscal ~~2018~~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, ~~2018.~~

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Named Executive Officer

Grant Date

Threshold ($)

Target ($)

Maximum ($)

All Other Stock Awards: Number of Shares of Stock or Units (#)(1)

All Other Option Awards: Number of Shares Underlying Options (#)(1)

Exercise Price of Option Awards ($)

Grant Date Fair Value of Stock and Option Awards ($)(2)

Kevin M. King

—

—

550,000

—

—

—

—

—

02/28/2018

—

—

—

23,800

—

—

1,479,170

02/28/2018

—

—

—

—

51,700

62.15

1,532,217

Matthew C. Garrett

—

—

177,500

—

—

—

—

—

02/27/2018

—

—

—

7,000

—

—

447,650

02/27/2018

—

—

—

—

15,100

63.95

454,820

Karim Karti

—

—

178,644

—

—

—

—

—

08/02/2018

—

—

—

24,113

—

—

2,050,570

08/02/2018

—

—

—

—

12,218

85.04

482,716

David A. Vort

—

—

240,000

—

—

—

—

—

02/27/2018

—

—

—

7,000

—

—

447,650

02/27/2018

—

—

—

—

15,100

63.95

454,820

Mark J. Day

—

—

117,250

—

—

—

—

—

02/27/2018

—

—

—

4,900

—

—

313,355

02/27/2018

—

—

—

—

10,700

63.95

322,289

~~(1)~~

~~The restricted stock unit and stock option awards were made under the 2016 Equity Incentive Plan.~~

2021.

~~(2)~~

The amounts reported in the Grant Date Fair Value of Stock and Option Awards column represent the grant date fair value of stock options and restricted stock awards granted in fiscal 2018, calculated in accordance with ASC Topic 718.


		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 ~~2018~~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, ~~2018.~~

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)

Kevin M. King

320,700

21,629,946

10,500

653,520

Matthew C. Garrett

57,447

3,552,055

3,500

217,840

David A. Vort

4,500

304,380

3,575

222,508

Mark J. Day

87,049

5,463,332

3,275

203,836

~~(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.~~

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

~~(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.~~

__________________________

(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.

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.

Non-Equity Incentive Payments for ~~Messrs.~~Blackford, Devine, Day, Wilson, Coyle and King ~~Garrett, Karti, and Day~~


Named Executive Officer	2017 Target Annual Cash Bonus Award Opportunity (as a percentage of base salary)			2018 Target Annual Cash Bonus Award Opportunity (as a percentage of base salary)			Target Award Amount ($)		Actual Award Amount ($)		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											Quentin S. Blackford		—	%		100	%			$	—			$	—
Douglas J. Devine											Douglas J. Devine		60	%		60	%			$	302,624			$	605,248
Mark J. Day ~~(2)~~												40	%		40	%		$	153,630			$	307,261
Daniel G. Wilson											Daniel G. Wilson		40	%		40	%			$	147,098			$	294,195
Michael J. Coyle											Michael J. Coyle		—	%		—	%			$	—			$	—
Kevin M. King		85	%		100	%	$	550,000	$	1,457,500	Kevin M. King		—	%		—	%			$	—			$	—
Matthew C. Garrett		45	%		50	%	$	177,500	$	470,375
Karim Karti (1)		—			90	%	$	178,644	$	473,406
Mark J. Day ~~(2)~~		—			35	%	$	117,250	$	310,713

~~(1) Mr. Karti's bonus is pro-rated based on his hire date of July 23, 2018.~~

~~(2) Mr. Day is considered a Named Executive Officer beginning in 2018. Compensation information is not disclosed for years prior to 2018.~~

The ~~2018~~2021 Bonus Plan provided for non-equity incentive compensation based upon our achievement of performance goals for ~~2018.~~2021. The actual target incentive payments were weighted toward achievement of revenue growth ~~improving gross margin,~~ and achievement of ~~operating expense~~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 ~~Letters—~~Arrangements—David A. Vort.” For ~~2018,~~2021, Mr. Vort had a target incentive amount of ~~$240,000,~~$307,125, and received an actual award amount of ~~$480,000~~$475,288 in quarterly payments.

Executive Officer Employment Agreements

~~Kevin M. King~~

Michael J. Coyle

We entered into an employment offer letter in ~~July 2012~~December 2020 with ~~Kevin M. King,~~Michael J. Coyle, our President and Chief Executive Officer. The letter has no specific term and provides for at-will employment. Mr. ~~King’s~~Coyle’s current annual base salary is ~~$609,000~~$660,000 and he is eligible to receive an annual performance bonus for fiscal year ~~2019~~2021 with the target amount determined as 100% of Mr. ~~King’s~~Coyle’s annual base salary and the actual bonus amount to be determined based upon achievement of a mix of ~~company~~Company and individual performance objectives pursuant to the ~~company’s~~Company’s Executive Incentive Compensation Plan discussed below.

~~Matthew C. Garrett~~

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 ~~December 2012~~June 2020 with ~~Matthew C. Garrett,~~Douglas J. Devine, our Chief Financial Officer. The letter has no specific term and provides for at-will employment. Mr. ~~Garrett’s~~Devine’s current annual base salary is ~~$386,950~~$450,000 and he is eligible to receive an annual performance bonus for fiscal year ~~2019~~2021 with the target amount determined as 60% of Mr. ~~Garrett’s~~Devine’s annual base salary and the actual bonus amount to be determined based upon achievement of a mix of ~~company~~Company and individual performance objectives pursuant to ~~our~~the Company’s Executive Incentive Compensation Plan as discussed below.

~~Karim Karti~~

~~We entered into an employment offer letter in July 2018 with Karim Karti, our Chief Operating Officer. The letter has no specific term and provides for at-will employment.~~ Mr. ~~Karti’s current annual base salary~~Devine also received a $150,000 signing bonus, which is ~~$463,500 and he is eligible~~repayable to ~~receive an annual performance bonus for fiscal year 2019 with~~ the target amount determined as 90% of Mr. Karti’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 our Executive Incentive Compensation Plan as discussed below.

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 ~~$375,000~~$ 393,750 and he is eligible to receive an annual performance bonus for fiscal year ~~2019~~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. ~~In addition to the bonus noted above, Mr. Vort will receive an annual bonus of 0.5% of every dollar of revenue earned above our yearly revenue plan.~~

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 ~~$348,400~~$369,304 and he is eligible to receive an annual performance bonus for fiscal year ~~2019~~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~~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 Deferred 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 ~~2018.~~

2021.

Outstanding Equity ~~Awar~~dsAwards at Fiscal Year-End

The following table provides information regarding equity awards held by our Named Executive Officers at December 31, ~~2018:~~

Option 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
Kevin M. King

9/27/2012
⁽³⁾

17,829

—

4.12

9/27/2022

6/13/2013
⁽⁴⁾

154,600

—

3.65

6/13/2023

7/10/2014
⁽⁵⁾

76,495

—

4.00

7/10/2024

2/10/2015
⁽⁶⁾

52,944

2,302

5.82

2/10/2025

4/14/2015
⁽⁷⁾

19,546

—

5.82

4/14/2025

7/21/2015
⁽⁸⁾

21,779

3,719

7.47

7/21/2025

12/15/2015
⁽⁹⁾

36,972

12,325

8.18

12/15/2025

10/20/2016
⁽¹⁰⁾

45,896

35,699

17.00

10/20/2026

2/16/2017
⁽¹³⁾

43,750

56,250

35.25

2/16/2027

2/28/2018
⁽¹²⁾

—

51,700

62.15

2/28/2028
Matthew C. Garrett

6/13/2013
⁽⁴⁾

40,406

—

3.65

6/13/2023

7/10/2014
⁽⁵⁾

8,234

—

4.00

7/10/2024

2/10/2015
⁽⁶⁾

7,330

319

5.82

2/10/2025

7/21/2015
⁽⁸⁾

10,889

1,860

7.47

7/21/2025

12/15/2015
⁽⁹⁾

12,748

4,251

8.18

12/15/2025

10/20/2016
⁽¹⁰⁾

17,211

13,387

17.00

10/20/2026

2/16/2017
⁽¹³⁾

10,893

14,007

35.25

2/16/2027

2/27/2018
⁽¹²⁾

—

15,100

63.95

2/27/2028
Karim Karti

8/2/2018
⁽¹⁴⁾

—

12,218

85.04

8/2/2028
David A. Vort

2/4/2014
⁽¹¹⁾

90,794

—

3.65

2/4/2024

7/10/2014
⁽⁵⁾

16,829

—

4.00

7/10/2024

2/10/2015
⁽⁶⁾

8,144

355

5.82

2/10/2025

7/21/2015
⁽⁸⁾

29,040

4,958

7.47

7/21/2025

12/15/2015
⁽⁹⁾

25,498

8,500

8.18

12/15/2025

10/20/2016
⁽¹⁰⁾

14,342

11,156

17.00

10/20/2026

2/16/2017
⁽¹³⁾

11,112

14,288

35.25

2/16/2027

2/27/2018
⁽¹²⁾

—

15,100

63.95

2/27/2028
Mark J. Day

2/10/2015
⁽⁶⁾

319

319

5.82

2/10/2025

12/15/2015
⁽⁹⁾

709

4,250

8.18

12/15/2025

10/20/2016
⁽¹⁰⁾

2,410

14,875

17.00

10/20/2026

2/8/2017
⁽¹³⁾

1,941

13,107

36.22

2/8/2027

2/27/2018
⁽¹²⁾

—

10,700

63.95

2/27/2028

~~(1)~~

~~Each of the outstanding equity awards was granted pursuant to our 2006 Stock Plan or our 2016 Stock Plan.~~

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	—		—	—	—		—

~~(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 July 30, 2013, and the balance vested in 36 successive equal monthly installments.~~

__________________________

~~(4)~~

25% of the shares of our common stock subject to this option vested on June 13, 2014, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.

(1)Each of the outstanding equity awards was granted pursuant to our 2006 Stock Plan or our 2016 Stock Plan.

~~(5)~~

25% of the shares of our common stock subject to this option vested on June 10, 2015, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.

(2)This column represents the fair value of our common stock on the date of grant, as determined by our Board of Directors.

~~(6)~~

25% of the shares of our common stock subject to this option vested on February 10, 2016, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.

(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.

~~(7)~~

~~100% of the shares of our common stock subject to this option were vested as of January 1, 2015.~~

(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.

~~(8)~~

25% of the shares of our common stock subject to this option vested on July 21, 2016, 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.

~~(9)~~

25% of the shares of our common stock subject to this option vested on December 15, 2016, 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.

~~(10)~~

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.(8)100% of the performance shares of our common stock subject to this award vested on July 5, 2022.

~~(11)~~

25% of the shares of our common stock subject to this option vested on January 1, 2015, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.

(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.

~~(12)~~

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.

(10)Up to 200% of the performance shares of our common stock subject to this award vested by March 15, 2024.

~~(13)~~

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.

(11)200% of the performance shares of our common stock subject to this award vested on February 15, 2022.

~~(14)~~

25% of the shares of our common stock subject to this option vested on August 1, 2019, and the balance vests in 36 successive equal monthly installments, subject to continued service through each such vesting date.

(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 ~~change of control and severance agreements~~ with ~~each of~~ our Named Executive Officers ~~that supersede all previous severance and change~~which had expired at the completion of ~~control arrangements we had entered into with these employees. Each of these agreements has a~~their two-year term ~~of 2 years, except if we enter into an agreement regarding a change of control that limits our ability to extend~~in September 2019.

Under the applicable change of control and severance agreement when there are fewer than 12 months remaining in the term, the agreement will extend through the 12 month anniversary of such change of control. Under each of these agreements,Policy, if, within the period 3 months prior to and 12 months following a “change of control” (such period, the ~~“change~~“Change in ~~control period”~~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~~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. ~~King,~~Blackford, and 15 months for Messrs. ~~Garrett, Karti,~~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. ~~King,~~Blackford, and 15 months for Messrs. ~~Garrett, Karti,~~Devine, Wilson, Vort and Day, (iii) a ~~lump~~ sum payment equal to ~~100%~~150% of target bonus in effect for the fiscal year in which ~~the~~ 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), and (v) in the case of Mr. King only, extension of the post-termination exercise period for the options granted to Mr. King on September 27, 2012 and June 13, 2013 to the extent such options are outstanding and vested until the 18 month anniversary of the termination date (but not beyond the earlier of the option’s original maximum term or the 10th anniversary of the original date of grant).

In addition, under ~~each of these agreements,~~the Policy, if, outside of ~~the change~~a Change in ~~control period,~~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. ~~King, 9~~Blackford, and 12 months for Messrs. ~~Garrett, Karti,~~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. ~~King, 9~~Blackford, and 12 months for Messrs. ~~Garrett, Karti,~~Devine, Wilson, Vort and ~~Day, and (iii) in~~Day.

Under the case of Mr. King only, extension of the post-termination exercise period for the options granted to Mr. King on September 27, 2012 and June 13, 2013 to the extent such options are outstanding and vested until the 18 month anniversary of the termination date (but not beyond the earlier of the option’s original maximum term or the 10th anniversary of the original date of grant).

~~Under each of these agreements,~~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.

~~Executive Incentive Compensation Plan~~

~~Our Board~~

The following table describes the potential payments that would have been provided to each of ~~Directors has adopted an Executive Incentive Compensation Plan, or the Bonus Plan. The Bonus Plan is administered by~~ our ~~Compensation Committee. The Bonus Plan allows our Compensation Committee to provide cash incentive awards to selected employees, including 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 ~~upon performance goals established~~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 ~~Compensation Committee.~~

common stock on December 31, 2021, which w~~Under~~as $117.69 per share. The value of the ~~Bonus Plan, our Compensation Committee determines~~accelerated stock options is calculated by multiplying (x) the ~~performance goals applicable~~number of shares subject to any award, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earningsacceleration for each stock option by (y) the closing price per share ~~net income, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead~~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 expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, timebenefits in 2021 pursuant to ~~market, total stockholder return, working capital,~~their separation agreements with us. The following table describes the actual severance payments provided to Mr. King and ~~individual objectives such as peer reviews or other subjective or objective criteria. Performance goals that include our financial results may be determined~~Mr. Coyle in ~~accordance with GAAP or such financial results may consist~~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 ~~non-GAAP financial measures and any actual results may be adjusted~~the accelerated PSUs in this table are calculated by multiplying the number of shares subject to acceleration (7,187) by the ~~Compensation Committee for one-time items or unbudgeted or unexpected items when performance goals that include~~closing price of our financial results may be determined in accordance with GAAP, or such financial results may consist of non-GAAP financial measures, and any actual results may be adjusted by the Compensation Committee for one-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may becommon stock on the basis of any factors the Compensation Committee determines relevant, and may be adjusted on an individual, divisional, business unit or company-wide basis. The performance goals may differ from participant to participant and from award to award.

Our Compensation Committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the Compensation Committee’s discretion. Our Compensation Committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

~~Actual awards are paid in cash only after they are earned,~~January 12, 2021, which usually requires continued employment through the date a bonus is paid. Our Compensation Committee has the authority to amend, alter, suspend or terminate the Bonus Plan provided such action does not impair the existing rights of any participant with respect to any earned bonus.

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, ~~Kevin M. King,~~Quentin S. Blackford, our former President and Chief Executive Officer is considered to be our Principal Executive Officer (“PEO”).

For fiscal year ~~2018:~~

2021:

•the annual total compensation of ~~Kevin M. King~~Quentin Blackford was ~~$5,139,072;~~$9,731,346; and

•the estimated median of the annual total compensation of all employees of our ~~Company,~~company, other than Mr. ~~King,~~Blackford, was ~~$80,023.~~

$64,156.

Based on this information, for ~~2018~~2021 the ratio of the annual total compensation of Mr. ~~King,~~Blackford, our President and PEO, to the median of the annual compensation of all employees was 64151.7 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 the base salary for all of our U.S. employees, excluding our PEO, who were employed by us on December 31, ~~2018, the last day of our fiscal year.~~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 ~~2018~~2021 Summary Compensation Table.

~~401(k) Plan~~

We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. We may make a discretionary matching contribution to the 401(k) plan,

Compensation and may make a discretionary employer contribution to each eligible employee each year. All participants’ interests in our 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 Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made.

~~Compensation~~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, ~~2018.~~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)

2,646,885

(2
)
$
23.20

(3
)

5,607,014

Equity compensation plans not approved by stockholders

—

—

—

Total

2,646,885

$
23.20

5,607,014

~~(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.


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

~~(2)~~

~~This number includes~~ ~~547,891~~ ~~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.~~

(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 BE~~NEFICIAL~~BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March ~~29, 2019~~31, 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 ~~24,628,643~~29,768,708 shares of our common stock outstanding as of March ~~29, 2019.~~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 ~~29, 2019.~~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., ~~650 Townsend~~699 8th Street, Suite ~~500,~~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

Capital Research Global Investors (1)

2,037,355

8.27
%
BlackRock, Inc (2)

1,901,352

7.72
%
The Vanguard Group, Inc. (4)

1,530,419

6.21
%
FMR LLC (3)

1,469,221

5.97
%
Named Executive Officers and Directors

Kevin King (5)

571,092

2.32
%
Matthew Garrett (6)

86,648

*

Karim Karti

—

David Vort (7)

194,268

*

Mark J. Day (8)

40,593

*

Abhijit Talwalkar (9)

25,665

*

Bruce Bodaken (10)

990

*

Mark Rubash (11)

25,262

*

Ralph Snyderman, M.D. (12)

3,148

*

Raymond Scott

—

*

C. Noel Bairey-Merz, M.D. (13)

1,040

*

All executive officers and directors as a group (11 persons)(14)

948,706

3.85
%

*	~~Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.~~

SEC.

~~(1)~~

As reported on Schedule 13G/A filed with the SEC on February 14, 2019. The report states that Capital Research Global Investors has sole voting power over 2,037,355 shares and sole dispositive power over 2,037,355 shares. The address of Capital Research Global Investors is 333 South Hope Street, Los Angeles, CA 90071.

~~(2)~~

As reported on Schedule 13G filed with the SEC on February 4, 2019. The report states that BlackRock Inc. has the sole voting power over 1,834,655 shares and sole dispositive power over 1,901,352 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055


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%

~~(3)~~

As reported on Schedule 13G filed with the SEC on February 13, 2019. The report states that FMR LLC has sole voting power over 73,041 shares and sole dispositive power over 1,469,221 shares. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

_____________________

*Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.

~~(4)~~

As reported on Schedule 13G filed with the SEC on February 11, 2019. The report states that The Vanguard Group has sole voting power over 48,813 shares, shared voting power over 1,100 shares and sole dispositive power over 1,482,118 shares. The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355.(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.

~~(5)~~

~~Consists of (i) 117,194 shares of common stock, and (ii) 453,898 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(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.

~~(6)~~

~~Consists of (i) 5,742 shares of common stock and (ii) 80,906 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(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.

~~(7)~~

~~Consists of (i) 3,487 shares of common stock and (ii) 190,781 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(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.

~~(8)~~

~~Consists of (i) 24,037 shares of common stock and (ii) 16,556 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(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.

~~(9)~~

~~Consists of (i) 1,435 shares of common stock and (ii) 24,230 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(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.

~~(10)~~

~~Consists of (i) 650 shares of common stock and (ii) 340 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(7)Consists of 5,257 shares of common stock

~~(11)~~

~~Consists of (i) 1,361 shares of common stock, and (ii) 23,901 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

~~(12)~~

~~Consists of (i) 650 shares of common stock, and (ii) 2,498 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019.~~

(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.

~~(13)~~

~~Consists of 1,040 Restricted Stock Units vesting within 60 days of March 29, 2019.~~

(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.

~~(14)~~

Consists of (i) 154,556 shares of common stock, (ii) 793,110 shares issuable upon the exercise of options exercisable within 60 days of March 29, 2019, and (iii) 1,040 Restricted Stock Units vesting within 60 days of March 29, 2019.

(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 ~~2018,~~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~~Company as a ~~manager~~director of software engineering. Mr. Scott’s son earned total compensation of approximately ~~$445,000.~~$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.

During 2018, the daughter of Kevin M. King, our Chief Executive Officer, was employed by the company as a Director of Product Launch. Mr. King’s daughter earned total compensation of approximately $425,000. Total compensation includes salary, bonus, commissions, and stock awards. The compensation of Mr. King’s daughter is consistent with that of other employees with equivalent qualifications and responsibilities and holding similar positions and Mr. King recused himself from any decision regarding the hiring of, or compensation related to his daughter.

During 2018, the company engaged CM Consulting, LLC. The wife of David A. Vort, our Executive Vice President of Sales is a consultant of CM Consulting, LLC. The total amount of fees paid to CM Consulting during 2018 was approximately $51,000. Mr. Vort recused himself from any decision regarding the engagement of CM Consulting, LLC.

Executive Officer Employment Letters

We have entered into employment arrangements with certain current executive officers. See “Executive Compensation—Executive Officer Employment ~~Letters.~~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.

OTHER M~~ATTERS~~

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, ~~2018,~~2021, all Section 16(a) filing requirements were satisfied on a timely basis, with the exception of the following ~~reports.~~

reports:

~~Name~~

~~Transaction Date~~

~~Filing Date~~

~~David Vort~~

Name

~~9/12/2017~~

Transaction Date

Filing Date

Douglas J. Devine

7/8/2021

3/~~27/2019~~

22/2022

Daniel G Wilson

7/8/2021

3/22/2022

Fiscal Year ~~2018~~2021 Annual Report and SEC Filings

Our consolidated financial statements for our fiscal year ended December 31, ~~2018~~2021 are included in our Annual Report on Form 10 - K,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. ~~You~~Stockholders may also obtain a copy of our annual report without charge by sending a written request to iRhythm Technologies, Inc., Attention: Investor Relations, ~~650 Townsend~~699 8th Street, Suite ~~500,~~600, San Francisco, California 94103.

* * *

The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.

It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed 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.

	~~THE BOARD OF DIRECTORS~~
		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		~~April 25, 2019~~

~~VOTE BY INTERNET -~~

~~www.proxyvote.com~~
Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS if you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic deliver, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mar, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. IRYTHM TECHNOLOGIES, INC. 650 TOWNSEND STREET SUITE 500 SAN FRANCISCO, CA 94103 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLANK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. FOR ALL WITHHOLD ALL FOR ALL EXCEPT To withhold authority to vote for any individual nominee(s), mark "for all except" and write the number(s) of the nominee(s) on the line below. The board of directors recommends you vote for the following: 1 to elect two class III directors to service until our 2022 annual meeting of stockholders and until their successors are duly elected and qualified. Nominees 01 Bruce G. Bodaken 02 Ralph Snyderman, M.D. 03 Abhijit Y. Talwalkar. The board of directors recommends you vote for the following proposal 2 to ratify the appointment of PricewaterhouseCoopers LLP Accounting Firm as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019. for against abstain The board of Directors recommends you vote 3 years on the following proposal: 3 Advisory vote on the frequency of advisory votes on Named Executive Officer Compensation 1 year 2 years 3 years abstain NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature (please sign within box) Date Signature (joint owners) Date 0000375613_1 R.1.0.1.17

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/are available at~~

~~www.proxyvote.com~~
IRHYTHM TECHNOLOGIES, INC. Annual Meeting of Shareholders May 23, 2018 2:00 PM Pacific Time This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Kevin M. King and Matthew C. Garrett, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of IRHYTHM TECHNOLOGIES, INC. that the shareholder(s) are entitled to vote at the Annual Meeting of shareholder(s) to be held at 2:00 PM, Pacific time on May 23, 2018, at 650 Townsend Street Suite 500 San Francisco, CA 94103, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse 0000375613_2 R1.0.1.17

☐
		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-11(c) or §240.14a-2~~ §240.14a-12



	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~


☐	~~Fee paid previously with preliminary materials.~~

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~


			By order of the Board of Directors,

			/s/ ~~Kevin M. King~~ Quentin S. Blackford
~~Kevin M. King~~
			Quentin S. Blackford Chief Executive Officer
San Francisco, California April ~~25, 2019~~ 14, 2022


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
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.

	~~Page~~
		Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING				1

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			6
Nominees for Director				6 7
Continuing Directors				7 9
Board Diversity Matrix		10
Director Independence				8 10
Board Leadership Structure				8 10
Board Meetings and Committees				9 11
Compensation and Talent Manag ement Committee Interlocks and Insider Participation				10 12
Considerations in Evaluating Director Nominees				10 13
Stockholder Recommendations for Nominations to the Board of Directors				11 13
Communications with the Board of Directors				11 14
Corporate Governance Guidelines and Code of Business Conduct and Ethics				11 14
Corporate Responsibility		14
Stock Ownership Guidelines				11 18
Risk Management				11 18
Director Compensation				12 18

PROPOSAL NO. 1 ELECTION OF DIRECTORS			14 21
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				15 22
PROPOSAL NO. 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION				16 19

REPORT OF THE AUDIT COMMITTEE			17 24
EXECUTIVE OFFICERS				18 25
EXECUTIVE COMPENSATION				19 26
Compensation Discussion and Analysis				19 26
Processes and Procedures for Compensation Decisions				35 26
Fiscal ~~2018~~202 1 Summary Compensation Table				35 27
Fiscal ~~2018~~202 1 Grants of Plan-Based Awards				36 28
Fiscal ~~2018~~202 1 Option Exercises and Stock Vested				36 30
Non-Equity Incentive Plan Compensation				37 30
Executive Employment Agreements				37 31
Pension Benefits and Nonqualified Deferred Compensation				38 32
Outstanding Equity Awards at Fiscal Year-End				39 32
Potential Payments upon Termination or Change of Control				40 34
~~Executive Incentive Compensation Plan~~			40
Pay Ratio Disclosure			41 36
~~401(k) Plan~~Compensation and Talent Management Committee Report				41 37
~~Compensation Committee Report~~			42
Equity Compensation Plan Information			42 37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43 38
RELATED PERSON TRANSACTIONS				45 41
Policies and Procedures for Related Party Transactions				45 41

OTHER MATTERS			46 42
Section 16(a) Beneficial Ownership Reporting Compliance				46 42
Fiscal Year ~~2018~~2021 Annual Report and SEC Filings				46 42


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.


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	—

Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾⁽²⁾		Total
Abhijit Y. Talwalkar	$	98,554	$	99,937	$	198,491
Bruce G. Bodaken	$	55,000	$	84,918	$	139,918
C. Noel Bairey Merz, M.D.	$	33,363	$	202,006	$	235,369
Mark J. Rubash	$	60,000	$	116,095	$	176,095
Ralph Snyderman, M.D.	$	48,000	$	84,918	$	132,918
Raymond W. Scott	$	54,143	$	144,353	$	198,496


	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

	2018		2017
Audit Fees⁽¹⁾	$	2,294,588	$	2,267,500
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	2,294,588	$	2,267,500


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

~~Abaxis~~	~~Glaukos~~
~~Antares Pharma~~	~~Inogen~~
~~AtriCure~~	~~Intersect ENT~~
~~Atrion~~	~~LeMaitre Vascular~~
~~BioTelemetry~~	~~Nevro~~
~~Cardiovascular Systems~~	~~OraSure Technologies~~
~~Endologix~~	~~Rockwell Medical~~
~~Entellus Medical~~	~~Surmodics~~
~~Foundation Medicine~~	~~Teladoc~~
~~GenMark Diagnostics~~


AngioDynamics			Invitae
AtriCure			Lantheus Holdings
Atrion			Myriad Genetics
Cardiovascular Systems			Natus Medical
CareDx			NeoGenomics
Fulgent Genetics			Nevro
Glaukos			Tabula Rasa HealthCare
Health Catalyst			Tactile Systems Technology
Heska			Tandem Diabetes Care
Inspire Medical Systems


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	%

Named Executive Officer	2017 Annual Base Salary		2018 Annual Base Salary (1)		Percentage Adjustment
Kevin King	$	550,000	$	550,000		0.0	%
Matthew C. Garrett (2)	$	325,500	$	355,000		9.1	%
Karim Karti (3)	$	—	$	450,000		—
David A. Vort (4)	$	270,000	$	320,000		18.5	%
Mark J. Day (5)	$	—	$	335,000		—

Named Executive Officer	Options to Purchase Shares of Common Stock (number of shares)		Restricted Stock Unit Awards for Shares of Common Stock (number of shares)		Aggregate Grant Date Fair Value
Kevin M. King		51,700		23,800	$	3,011,387
Matthew C. Garrett		15,100		7,000	$	902,470
Karim Karti		12,218		24,113	$	2,533,286
David A. Vort		15,100		7,000	$	902,470
Mark J. Day		10,700		4,900	$	635,644

	Option 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
Kevin M. King	9/27/2012	⁽³⁾		17,829		—		4.12	9/27/2022
	6/13/2013	⁽⁴⁾		154,600		—		3.65	6/13/2023
	7/10/2014	⁽⁵⁾		76,495		—		4.00	7/10/2024
	2/10/2015	⁽⁶⁾		52,944		2,302		5.82	2/10/2025
	4/14/2015	⁽⁷⁾		19,546		—		5.82	4/14/2025
	7/21/2015	⁽⁸⁾		21,779		3,719		7.47	7/21/2025
	12/15/2015	⁽⁹⁾		36,972		12,325		8.18	12/15/2025
	10/20/2016	⁽¹⁰⁾		45,896		35,699		17.00	10/20/2026
	2/16/2017	⁽¹³⁾		43,750		56,250		35.25	2/16/2027
	2/28/2018	⁽¹²⁾		—		51,700		62.15	2/28/2028
Matthew C. Garrett	6/13/2013	⁽⁴⁾		40,406		—		3.65	6/13/2023
	7/10/2014	⁽⁵⁾		8,234		—		4.00	7/10/2024
	2/10/2015	⁽⁶⁾		7,330		319		5.82	2/10/2025
	7/21/2015	⁽⁸⁾		10,889		1,860		7.47	7/21/2025
	12/15/2015	⁽⁹⁾		12,748		4,251		8.18	12/15/2025
	10/20/2016	⁽¹⁰⁾		17,211		13,387		17.00	10/20/2026
	2/16/2017	⁽¹³⁾		10,893		14,007		35.25	2/16/2027
	2/27/2018	⁽¹²⁾		—		15,100		63.95	2/27/2028
Karim Karti	8/2/2018	⁽¹⁴⁾		—		12,218		85.04	8/2/2028
David A. Vort	2/4/2014	⁽¹¹⁾		90,794		—		3.65	2/4/2024
	7/10/2014	⁽⁵⁾		16,829		—		4.00	7/10/2024
	2/10/2015	⁽⁶⁾		8,144		355		5.82	2/10/2025
	7/21/2015	⁽⁸⁾		29,040		4,958		7.47	7/21/2025
	12/15/2015	⁽⁹⁾		25,498		8,500		8.18	12/15/2025
	10/20/2016	⁽¹⁰⁾		14,342		11,156		17.00	10/20/2026
	2/16/2017	⁽¹³⁾		11,112		14,288		35.25	2/16/2027
	2/27/2018	⁽¹²⁾		—		15,100		63.95	2/27/2028
Mark J. Day	2/10/2015	⁽⁶⁾		319		319	5.82		2/10/2025
	12/15/2015	⁽⁹⁾		709		4,250	8.18		12/15/2025
	10/20/2016	⁽¹⁰⁾		2,410		14,875		17.00	10/20/2026
	2/8/2017	⁽¹³⁾		1,941		13,107	36.22		2/8/2027
	2/27/2018	⁽¹²⁾		—		10,700	63.95		2/27/2028