iRhythm Holdings, Inc.

Section 3 Compensation Determination Process

Section 3 Compensation Determination Process

Compensation-Setting Process

The Committee reviews the base salary, annual cash bonus and long-term incentive compensation of the CEO and other NEOs at the beginning of the calendar year, or more frequently as warranted to develop the target total compensation opportunities. The Committee does not use a single method or measure in formulating the compensation program, nor does it establish specific targets for the total direct compensation of the NEOs. The Committee and our Board of Directors consider the following factors:

•the company’s performance against the financial and operational objectives established earlier during the fiscal year and for the financial metrics, where available, our company’s performance relative to the compensation peer group selected by the Committee;

•each individual NEO’s skills, experience, qualifications and scope of role and potential contributions;

•the performance of each individual NEO based on the NEO’s annual performance evaluation, which includes a subjective assessment of their contributions to the overall Company performance, ability to lead their business function and work as part of a team, all of which reflect the company’s core values;

•internal compensation equity among the NEOs;

•the compensation practices of the compensation peer group and the positioning of each NEO’s compensation relative to comparable positions at peer companies and other market compensation levels in the broader medical device industry; and

•the compensation recommendations provided by the CEO with respect to other NEOs.

These factors provide the framework to make decisions regarding the total direct compensation for each NEO. Neither the Committee, nor our Board of Directors, assigns relative weights or rankings to such factors. No particular factor is determinative in setting pay levels and our Committee and our Board of Directors are guided by their knowledge, experience and collective judgment in assessing the various qualitative and quantitative inputs to make compensation decisions.

Role of the Compensation and Human Capital Management Committee

The Committee has the principal responsibility for establishing, implementing, and monitoring adherence to the compensation philosophy and objectives. The Committee oversees the compensation and benefit policies and programs, and strategies related to the management of human capital. The Committee is responsible for the executive compensation program for the executive officers and reports to our Board of Directors on its discussions, decisions, and other actions.

As it relates to the CEO, the Committee evaluates his performance against the goals and objectives that were approved by the Board of Directors at the beginning of the year and makes recommendations to the Board of Directors regarding his compensation. As it relates to the other NEOs, the Committee, in consultation with the CEO, reviews and approves all compensation decisions.

Based on performance objectives for our annual bonus plan, the Committee determines the funding of the annual bonus plan pool.

The Committee also reviews and provides compensation recommendations to our Board of Directors relating to the non-employee independent members of our Board of Directors.

The Committee retains an independent compensation consultant that specializes in executive compensation standards and practices (as described below) to provide support in its review and assessment of our executive compensation program.

Role of Management and the Board of Directors

In discharging its responsibilities, the Committee works closely with the members of the management including the CEO. The management team assists the Committee and our Board of Directors by providing information on corporate and individual performance, as well as management’s perspective on compensation matters, excluding compensation matters related to the CEO. The Committee solicits and reviews the CEO’s recommendations and proposals with respect to program structures, as well as recommendations for adjustments to annual cash compensation, long-term incentive compensation and other compensation-related matters for the NEOs (other than for himself) based on the CEO’s evaluation of individual performance.

Each year, the CEO reviews the performance of the other NEOs based on each individual’s level of success in accomplishing the business objectives established for the prior year and the overall performance during that year, and then shares these evaluations with, and makes recommendations to, the Committee for each element of compensation. The CEO also completes an annual self-assessment which is reviewed with the Chair. The annual business objectives for each NEO are developed through mutual discussion and agreement between the CEO and each NEO. The CEO develops his annual corporate goals and objectives independently and

Section 3 Compensation Determination Process

based on discussions with the Chair, which are reviewed by the Board of Directors and the Committee (including in consultation with the independent compensation consultant discussed in further detail below), and ultimately determined, by the Board of Directors.

The Committee reviews and discusses management proposals and recommendations with the CEO and considers them as one factor in formulating the recommendations for the compensation of the CEO and other NEOs. The CEO recuses himself from discussions and recommendations regarding his own compensation.

CEO’s annual objectives are based on discussions between CEO and Chair, and then the Board reviews and approves. CEO then does self-assessment reviewed with Chair. Chair then reviews with CHCM Chair and then full CHCM Committee for pay recommendations. CHCM Chair develops comp recommendations with Comp Consultant, which includes reviewing peer market data. Reviews recommendations with Committee, then if Committee endorses, presents to full Board for review and approval.

Role of Compensation Consultant

The Committee engages an independent external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2024, the Committee engaged Aon to serve as its independent consultant to advise on executive compensation matters. Aon’s services included an analysis of competitive market pay practices for senior executives and data analysis and selection of the compensation peer group. The market analysis and Aon’s advice are key components of the Committee’s process to determine appropriate and competitive compensation for our NEOs.

For 2024, Aon regularly attended meetings of the Committee and consulted on:

•assessing competitive market practices and compensation levels for our executive officers, including our NEOs;

•assessing the design of our 2024 annual bonus plan, as well as a review of short-term incentive compensation plan design practices of the competitive market;

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

•reviewing and providing input on the Compensation Discussion and Analysis section of our proxy statement;

•reviewing and analyzing the compensation for the non-employee members of our Board of Directors;

•reviewing competitive market practices for stock ownership guidelines;

•assessing the design of the 2024 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;

•conducting a severance review;

•providing guidance with respect to share authorization requests and stockholder engagement; and

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

The terms of Aon’s engagement include reporting directly to the Committee. Aon coordinates with the management team for data collection and job matching for our executive officers. In 2024, Aon also provided non-executive compensation consulting services. The Committee evaluated Aon’s independence pursuant to the listing standards of The Nasdaq Stock Market and the relevant SEC rules and determined that Aon was independent and that no conflict of interest has arisen as a result of the work performed.