iRhythm Holdings, Inc.
For the period ended Dec 31, 2024. Filed Apr 16, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 16, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
April 16, 2025
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of iRhythm Technologies, Inc. (the “Annual Meeting”), which will be held virtually at www.virtualstockholdermeeting.com/IRTC2025 on Wednesday, May 28, 2025, at 9:00 a.m. Pacific Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the Notice of Annual Meeting of Stockholders, Proxy Statement, and Annual Report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.
Sincerely,
/s/ Quentin S. Blackford
Quentin S. Blackford
Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON WEDNESDAY, MAY 28, 2025.THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.
Notice of Annual Meeting of Stockholders
| Time and Date | Wednesday, May 28, 2025, at 9:00 a.m. Pacific Time |
|---|---|
| Place | Virtually at www.virtualstockholdermeeting.com/IRTC2025. |
| Items of Business | 1.Elect eight directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified.2.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.3.Approve, on a non-binding advisory basis, the compensation of our named executive officers.4.Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
| Record Date | April 3, 2025, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and attendance of and voting at, the meeting and any adjournments thereof. |
| Participation in Annual Meeting | We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualstockholdermeeting.com/IRTC2025. We believe the virtual format makes it easier for stock- holders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders–regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “General Information About the Meeting” for additional information.Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 84 of the Proxy Statement. |
| Voting | Each share of common stock that you own represents one vote. For questions regarding your stock owner- ship, you may contact us through our website at https://investors.irhythmtech.com or, if you are a registered holder, through our transfer agent, Equiniti Trust Company, through its website at www.shareowneronline.com or by phone at (800) 401-1957 (US residents). |
| This Notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 16, 2025. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting. | |
| Cautionary Note Regarding Forward-Looking StatementsThis proxy statement (“Proxy Statement”) includes forward-looking statements, which are all statements other than statements of historical facts. These statements include, but are not limited to, statements regarding our business, our business strategy and plans, our objectives and future operations and our social responsibility initiatives. In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “believe,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seeks,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based upon various estimates and assumptions, as well as information known to us as of the date hereof and are subject to risks and uncertainties. Accordingly, actual results could differ materially due to a variety of factors. These risks and uncertainties include, but are not limited to, those described under the caption “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) for the year ended December 31, 2024, and our other U.S. Securities and Exchange Commission (“SEC”) filings, which are available on the Investor Relations page of our website at https:// investors.irhythmtech.com and on the SEC website at www.sec.gov. All forward-looking statements contained herein are based on information available to us as of the date hereof and you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law. Undue reliance should not be placed on forward-looking statements. | |
Table of Contents
| Notice of Annual Meeting of Stockholders | 4 |
|---|---|
| Table of Contents | 5 |
| Proxy Statement Summary | 7 |
| Proposals to be Voted On and Board Voting Recommendations | 7 |
| Key Business Highlights | 7 |
| Corporate Governance Highlights | 9 |
| Board of Directors Highlights | 10 |
| Corporate Sustainability Highlights | 13 |
| Corporate Governance Standards and Director Independence | 14 |
| Corporate Governance Principles | 14 |
| Board of Directors and Committee Self-Evaluations | 14 |
| Board Nomination Process | 15 |
| Board Succession | 15 |
| Independence of Directors | 16 |
| Board Leadership Structure | 16 |
| Presiding Director of Non-Employee Director Meetings | 17 |
| Board and Committee Meetings and Attendance | 18 |
| Board Attendance at Annual Stockholders’ Meeting | 18 |
| Our Board of Directors’ Role in Risk Oversight | 19 |
| Cybersecurity and Privacy Risk Oversight | 20 |
| Stockholder Engagement | 21 |
| Communication with Directors | 24 |
| Code of Business Conduct | 24 |
| Corporate Sustainability | 25 |
| Proposal No. 1 Election of Directors | 29 |
| Nominees for Director | 29 |
| Non-Employee Director Cash and Equity Compensation | 33 |
| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 35 |
| Proposal No. 3 Advisory Vote on the Compensation of Our Named Executive Officers | 37 |
| Message from the Compensation and Human Capital Management Committee | 38 |
| Compensation Discussion & Analysis | 39 |
| Executive Officers | 39 |
| Section 1 Executive Summary | 42 |
| 2024 Stockholder Engagement and Responsiveness to 2024 Say-on-Pay Vote | 42 |
| Section 2 Compensation Governance and Pay Principles | 46 |
| Pay for Performance Philosophy | 46 |
| Executive Compensation Philosophy | 47 |
| Executive Compensation Policies and Practices | 47 |
| Section 3 Compensation Determination Process | 49 |
|---|---|
| Use of Comparative Compensation Data | 50 |
| Section 4 Compensation Programs | 52 |
| Individual Compensation Elements | 52 |
| Section 5 Compensation Decisions and Outcomes | 55 |
| Employment Arrangements | 61 |
| Post-Employment Compensation Arrangements | 62 |
| Potential Payments Upon Termination or Change in Control | 63 |
| Section 6 Other Compensation Policies and Practices | 65 |
| CEO Pay Ratio | 66 |
| Section 7 Compensation and Human Capital Management Committee Report | 67 |
| Compensation Tables | 68 |
| 2024 Summary Compensation Table | 68 |
| 2024 Grants of Plan-Based Awards Table | 69 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 70 |
| 2024 Stock Vested Table | 72 |
| Pension Benefits and Nonqualified Deferred Compensation | 72 |
| Tax and Accounting Considerations | 72 |
| Limitations on Liability and Indemnification Matters | 72 |
| Pay Versus Performance | 74 |
| Equity Compensation Plan Information | 79 |
| Security Ownership of Certain Beneficial Owners and Management | 80 |
| Certain Relationships and Related Party Transactions | 83 |
| General Information About the Meeting | 84 |
| Purpose of the Annual Meeting | 84 |
| Record Date; Quorum | 84 |
| Participating in the Annual Meeting | 85 |
| Voting Rights; Required Vote | 85 |
| Abstentions and Withhold Votes; Broker Non-Votes | 86 |
| Voting Instructions; Voting of Proxies | 86 |
| Revocability of Proxies | 87 |
| Expenses of Soliciting Proxies | 87 |
| Voting Results | 87 |
| Additional Information | 88 |
| Stockholder Proposals to be Presented at Next Annual Meeting | 88 |
| Available Information | 88 |
| Electronic Delivery of Stockholder Communications | 88 |
| “Householding” (Stockholders Sharing the Same Last Name and Address) | 88 |
| Other Matters | 90 |
| Non-GAAP Financial Measures | 91 |
| Proxy Card | 92 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.