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
Contents
Use of Comparative Compensation Data
For the purpose of comparing the executive compensation of our executive officers, the Committee reviews and approves the composition of the peer group annually and adjusts its composition if warranted. The peer group is used each year to serve as a market reference point for compensation comparison purposes, to inform its decision-making process, and to set total target compensation levels that are competitive considering companies that are similar to iRhythm based on the below parameters.
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Section 3 Compensation Determination Process
| Peer Selection Criteria Category | Selection Criteria |
|---|---|
| Sector | Publicly traded medical device and high technology companies, with a focus on end user marketing where possible. |
| Market cap | Between $1 billion and $9 billion |
| Revenue | $200 million to $1.8 billion |
| Headcount | Between 750 and 7,000 employees |
In August 2023, the Committee reviewed and updated the compensation peer group for use in 2024 compensation planning to reflect changes in the company’s financial profile to recognize the evolving business focus and to account for merger and acquisition activity among the peer companies. Based on the assessment, the Committee established the following peer group for evaluating and determining 2024 compensation:
| 2024 Peer Group | ||
|---|---|---|
| AtriCure, Inc. (Nasdaq: ATRC) | Insulet Corporation (Nasdaq: PODD) | Nevro Corp(1) (NYSE: NVRO) |
| Axonics, Inc. (Acquired by BSX) | Integra LifeSciences(1) (Nasdaq: IART) | Penumbra, Inc. (NYSE: PEN) |
| Fulgent Genetics, Inc. (Nasdaq: FLGT) | Lantheus Holdings, Inc. (Nasdaq: LNTH) | ResMed, Inc(1) (NYSE: RMD) |
| Globus Medical, Inc. (NYSE: GMED) | LivaNova PLC(1) (Nasdaq: LIVN) | Shockwave Medical, Inc. (Acquired by JNJ) |
| Inari Medical, Inc. (Acquired by SYK) | Masimo Corporation (Nasdaq: MASI) | Tactile Systems Technology, Inc(1) (Nasdaq: TCMD) |
| Inspire Medical Systems, Inc. (NYSE: INSP) | Natera Inc. (Nasdaq: NTRA) | Tandem Diabetes Care, Inc. (Nasdaq: TNDM) |
- Indicates new peer company in 2024.
Removals from the 2023 Peer Group included: Abiomed, 10x Genomics, Glaukos, Guardant, Novocure, and STAAR Surgical. The Committee uses peer group proxy data as well as market data from Aon Global Surveys and Medical device and high technology companies with a similar business and financial profile to evaluate the competitive market when determining the total direct compensation for the NEOs, including base salary, target annual bonus opportunities and long-term incentive compensation. Given the objective of attracting, retaining, motivating and rewarding a superior team of executive officers and employees, the aim is to provide a total direct compensation package that is competitive compared to the peers, with a great emphasis on equity incentive compensation to tie the NEOs’ and employees’ interests more effectively to those of the stockholders.
Mr. Blackford's realizable pay is $9.2M less than his target compensation for the measurement period 2022 – 2024. While Mr. Blackford’s realizable pay has been below target compensation for the measurement period of 2022 – 2024, starting with his tenure in October 2021 the company has delivered stockholder returns that have placed it in the 90th percentile of its peer group.
Compensation Risk Assessment
The Committee conducts and oversees a regular review of executive and sales compensation-related risk to determine whether the compensation programs encourage excessive or inappropriate risk-taking, and to evaluate the level of risk, and concluded that the policies and programs are not reasonably likely to have a material adverse impact.
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