DEF 14A of iRhythm Holdings, Inc., Apr 16, 2025

DEF 14A of iRhythm Holdings, Inc.

Filed Apr 16, 2025 · FY20240001388658-25-000078

Open on EDGAR

  1. Director Nominee Experience Matrix

    Director Nominee Experience Matrix Our director nominees possess relevant individual experiences, qualifications and skills that allow the Board of Directors to effectively oversee the company’s strategy and management. Our directors’ principal areas of expertise include:

  2. Director Nominee Experience Matrix

    | Expertise, Experience, & Skills | Talwalkar | Blackford | Bodaken | Ling | Bairey Merz, M.D. | Rubash | Snyderman, M.D. | Yoor | | Healthcare/Medical Device Industry | | X | X | X | X | X | X | X | | Technology and Data Security | X | | | | | X | | X | | Marketing & Commercial | | X | | | X | | X | | | Senior Leadership | X | X | X | X | X | X | X | X | | Finance | X | X | X | | | X | X | X | | Public Company Governance | X | X | X | X | | X | X | X | | Global Operations | X | X | | X | | X | | X | | Medical Experience | | | | | X | | X | | | Regulatory & Compliance | | | | | X | | X | | | Human Capital Management | X | X | X | X | | | X | X | | Enterprise Risk Management | X | X | X | | | X | | X | | Corporate Sustainability | X | | X | X | | X | | |

  3. Director Nominee Experience Matrix

    | Table of Contents | iRhythm Proxy Statement 2025 | 11 |

  4. Our Board’s Commitment to Stockholder Engagement

    | Board Involvement Our Lead Independent Director as well as our Compensation and Human Capital Management Committee Chair are available for investor engagement and represent the Board in communications with stockholders, including participating in joint corporate governance and investor relations meetings. We deliver regular and detailed feedback to our Board regarding stockholder meetings. | Key Responsive Actions Taken by the Board Following Investor Engagement •Stockholder feedback is delivered to our Board, is thoughtfully considered, and has led to modifications in our executive compensation programs, governance practices and disclosure. Some of the actions we have taken that are informed by stockholder feedback over the last several years include: •Declassified board such that directors are elected to one-year term, reflecting our commitment to stockholder responsiveness •Enacted extensive leadership changes to drive business transformation and foster an environment of quality, integrity, and excellence •Held first investor and analyst day in 2022 to define long-range goals •Released inaugural corporate sustainability report in 2022, inclusive of comprehensive sustainability strategy roadmap informed by our sustainability priority assessment, with plans to continue releasing updates on a regular cadence •Removed “evergreen” provision of our 2016 Equity Incentive Plan in November 2024 to address stockholder concerns around potential dilution •Updated executive equity compensation targets in 2023 to include a TSR modifier to further align management incentives with stockholder interests •Updated 2025 executive compensation annual goals to include achievement of remediation activities tied to ongoing regulatory challenges •Disclosure of short-term incentive targets •Increased mix of short-term incentive toward profitability improvements | | Investor Relations and Senior Management Our Investor Relations team regularly meets with stockholders, prospective investors and investment analysts at conferences, during one-on-one meetings, and during group meetings throughout the year. These meetings often include participation by management, including our CEO, CFO and other business leaders. In 2024, management and our Investor Relations team met with 321 investment firms, analysts and other investors, which included stockholders representing approximately 66.3% of our shares outstanding as of December 31, 2024. To learn more about our engagement, please visit our Investor Relations website at https://investors.irhythmtech.com/ | | | Governance Engagement at iRhythm We engage with governance representatives of our stockholders through conference calls that occur during and outside of the proxy season. Members of the corporate governance, investor relations and executive compensation groups discuss, among other matters, Company performance, emerging governance practices related to our Company, reasons behind a stockholder’s voting decisions at prior stockholder meetings, executive compensation practices and sustainability strategy and framework. | |

  5. Our 2024 Say-on-Pay Vote and Our Response

    Our 2024 Say-on-Pay Vote and Our Response Feedback that we receive from stockholders as part of regular and enhanced proxy-focused engagement has helped inform our compensation and corporate governance programs. We have made a concerted effort during the past year to understand best practices that would be most responsive to stockholders’ concerns as reflected in the recent vote regarding Say-on-Pay, and we have reflected these updates in our pay practices to further align incentivization of our management team with stockholder interests. Following our 2024 Annual Meeting, we reached out to our top 25 stockholders along with certain others among our top 40 stockholders, representing in the aggregate approximately 82% of our outstanding shares, along with other stakeholders to discuss our Say-on-Pay vote and other matters of interest to them, including our strategy and performance, composition of our Board of Directors and succession planning and sustainability-related matters. Thirteen of our stockholders, representing approximately 55% of our outstanding shares and other stakeholders responded to our meeting request. We also met with stockholders who proactively requested to meet. During the meetings that we held during off-season proxy-related engagements, participants included our Independent Chairman of the Board, the independent Chairwoman of our Compensation and Human Capital Management Committee, our Vice President of Total Rewards, Investor Relations, and other members of management, including our Chief Executive Officer and Chief Financial Officer, as appropriate. Our Board of Directors, including our Compensation and Human Capital Management Committee, were provided with a detailed briefing of these conversations. During these meetings, we specifically sought input from stockholders and other stakeholders regarding our 2024 Say-on-Pay vote and particular enhancements we could make to improve our disclosures and practices regarding our executive compensation programs. In these meetings, several stockholders had questions regarding the special award granted to our CEO and other NEOs in August 2023 and suggested opportunities to enhance our compensation-related disclosure. Upon the opportunity to discuss the unique circumstances behind the special equity award granted in August 2023, the vast majority of our stockholders expressed support for the special equity award but noted opportunities to enhance our compensation-related disclosure and desire to limit the use of special equity awards into the future. We took the opportunity during these meetings to provide our stockholders with an overview of the company’s plans to respond to the 2024 Say-on-Pay vote.

  6. Attn: Corporate Secretary

    Corporate Sustainability iRhythm’s Approach to Corporate Sustainability At iRhythm we believe that effectively managing sustainability risks and opportunities drives business success, and that when fully integrated into the business, corporate sustainability can provide a competitive advantage. Our sustainability strategy is focused on issues that: •Are aligned with our mission •Are important to our stakeholders •Have potential to significantly affect our business growth, finances, and /or reputation. Our Board of Directors and management believe in transparent and open communication with our stakeholders. We routinely communicate with stakeholders on various topics, including financial performance, capital allocation plans, corporate governance, and sustainability-related initiatives. We also seek input from employees on sustainability priorities and provides them with updates on progress of our initiatives. Management also participates in investor conferences and conducts roadshows. We continuously review our sustainability program throughout the year. In 2024, we refreshed our priority assessment, conducted peer benchmarking and gap analysis, and engaged with stakeholders. Corporate Sustainability Priority Topics During 2024, we refreshed our priority assessment to ensure we are aligning with the issues that matter most to our business and stakeholders. We conducted desktop research and external benchmarking to refresh corporate sustainability topics that are relevant to our company, industry, and key stakeholders. We identified 31 relevant sustainability issues and opportunities through data collection from a variety of sources and methods. To ensure comprehensive input into our priorities, we increased the number of internal stakeholders (Board members, employees spanning cross-functional groups) that were engaged as part of the assessment. For this year’s assessment we also obtained input from our suppliers that represented constituted approximately 60% of our 2024 direct spend. These insights further sharpened the focus of our sustainability strategy while aligning to our corporate strategy, risks and opportunities. Please refer to our 2024 Corporate Sustainability report for more details about our priority assessment approach and progress across various areas. iRhythm’s assessment resulted in 11 sustainability topics that have the greatest impact to our business.

  7. Board of Directors

    Board of Directors Our Board of Directors is responsible for (i) oversight of sustainability risks and opportunities and (ii) the integration of sustainability into strategy, to the extent material to the business.

  8. Sustainability Working Groups

    | | Mark Rubash has served as a member of our Board of Directors since March 2016. Most recently, from December 2016 to September 2018, Mr. Rubash served as a Strategic Advisor to Eventbrite, Inc., a publicly held e-commerce company, where he previously served as the Chief Financial Officer from June 2013 to November 2016. Prior to Eventbrite, Mr. Rubash was the Chief Financial Officer at HeartFlow, Inc., a privately held medical device company, which he joined in March 2012, and at Shutterfly, Inc., a publicly held e-commerce company, which he joined in November 2007. Mr. Rubash was also the Chief Financial Officer of Deem, Inc. (formerly, Rearden Commerce), a privately held e-commerce company, from August 2007 to November 2007. From February 2007 to August 2007, Mr. Rubash was a Senior Vice President at Yahoo! Inc. and he held various senior finance positions at eBay Inc. from February 2001 to July 2005. Prior to that, Mr. Rubash was an audit partner at PricewaterhouseCoopers LLP, where he was most recently the Global Leader for their Internet Industry Practice and Managing Partner for their Silicon Valley Software Industry Practice. Mr. Rubash has served as a member of the board of directors and audit committee of Intuitive Surgical, Inc., a medical device company, since October 2007 and previously served as the Chairman of the audit committee from October 2007 to July 2024;Mr. Rubash also has served as Chairman of the Intuitive Foundation, a not-for-profit organization since August 2018; as a member of the board of directors and Chairman of the audit committee of Line 6, Inc., a music technology company, from April 2007 to January 2014; as a member of the Board of Directors and audit committee of IronPlanet, Inc., a privately held e-commerce platform company for used heavy equipment, from March 2010 to May 2017, and as Chairman of IronPlanet’s audit committee from October 2015 to May 2017; and as a member of the Board of Directors of Minted Inc., a privately-held e-commerce company from June 2022 to October 2023. Mr. Rubash received his B.S. in Accounting from California State University, Sacramento. We believe that Mr. Rubash is qualified to serve as a member of our Board of Directors because of his financial expertise and his experience with private and public company financial accounting matters and risk management. |

  9. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN THE ELECTION OF EIGHT DIRECTORS

    Non-Employee Director Cash and Equity Compensation As part of its annual review, our Compensation and Human Capital Management Committee, after considering the information, analysis, and recommendation provided by our independent compensation consultant engaged at the time of such consideration and decision, Aon Inc. (“Aon”), including data regarding compensation paid to non-employee directors by companies in our compensation peer group, evaluates the appropriate level and form of compensation for non-employee members of our Board of Directors and recommends changes to our Board of Directors for consideration and approval when appropriate. The compensation of our non-employee directors is set forth in our Non-Employee Director Compensation Policy and is described below. We do not pay management directors for service on our Board of Directors. In connection with a review of our non-employee director compensation conducted with our independent compensation consultant, in 2025 we made some adjustments to certain of our cash retainer fees and equity awards, each as noted below, to align with the 50th percentile of our peer group. Cash Compensation. All non-employee directors are entitled to receive the following cash compensation for their services: •$55,000 per year for service as member of the Board of Directors (an increase from $50,000 in 2024 and 2023); •$50,000 per year additionally for service as chair of the Board of Directors (no increase from 2024); •$25,000 per year additionally for service as chair of the Audit Committee (an increase from $20,000 in 2024 and 2023); •$10,000 per year additionally for service as an Audit Committee member (no increase from 2024); •$15,000 per year additionally for service as chair of the Compensation and Human Capital Management Committee (no increase from 2024); •$7,500 per year additionally for service as a Compensation and Human Capital Management Committee member (no increase from 2024; •$15,000 per year additionally for service as chair of the Nominating and Corporate Governance Committee (an increase from $10,500 in 2024 and 2023); and •$5,000 per year additionally for service as a Nominating and Corporate Governance Committee member (no increase from 2024). All cash payments to non-employee directors were paid quarterly in arrears on a prorated basis. Equity Compensation. Non-discretionary, automatic grants of restricted stock units are made to our non-employee directors. •Initial Grant. Each person who first becomes a non-employee director is granted restricted stock units having an approximate value equal to $300,000 (the “Initial Award”) on or after the date on which the individual first became a non-employee director. The number of shares subject to the Initial Award is calculated using the average daily closing price of our common stock during the 20 trading days ending on the grant date. The Initial Award will vest as to one-third of the shares subject to such Initial Award on each yearly anniversary of the commencement of the non-employee director’s service as a director, subject to the director’s continued service through the vesting date. •Annual Grant. On the date of each annual stockholder’s meeting, each non-employee director is granted restricted stock units having an approximate value equal to $185,000 (the “Annual Award”), an increase from $180,000 per year in 2024 and 2023. The number of shares subject to the Annual Award is calculated using the average daily closing price of our common stock during the 20 trading days ending on the grant date. The shares underlying the Annual Award will vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date of the next annual meeting, subject to the director’s continued service through the vesting date. The Initial Award and the Annual Awards granted under our Non-Employee Director Compensation Policy will fully vest in the event of a change in control (as defined in our 2016 Equity Incentive Plan) provided that the director remains in service through such change in control. Pursuant to our Non-Employee Director Compensation Policy, no non-employee director may be issued, in any fiscal year, cash payments (including the fees under our Non-Employee Director Compensation Policy) with a value greater than $200,000, provided that such limit will be $300,000 with respect to any non-employee director who serves in the capacity of chair of the Board of Directors, lead outside director, or chair of the Audit Committee at any time during the fiscal year. In addition, pursuant to our 2016 Equity Incentive Plan, no non-employee director may be granted, in any fiscal year, equity awards with a grant date fair value (determined in accordance

  10. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN THE ELECTION OF EIGHT DIRECTORS

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Abhijit Talwalkar | $112,500 | $159,707 | $272,207 | | C. Noel Bairey Merz, M.D. | $57,500 | $159,707 | $217,207 | | Bruce Bodaken | $68,000 | $159,707 | $227,707 | | Karen Ling | $65,000 | $159,707 | $224,707 | | Mark Rubash | $71,223 | $159,707 | $230,930 | | Ralph Snyderman, M.D. | $60,000 | $159,707 | $219,707 | | Mojdeh Poul(2) | $60,000 | $159,707 | $219,707 | | Brian Yoor | $63,777 | $159,707 | $223,484 |

  11. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN THE ELECTION OF EIGHT DIRECTORS

    1.The values of the stock awards reflect the grant date fair value of restricted stock units granted during 2024 and are based on the closing price of our common stock on the grant date in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 2 and Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025. 2.Mojdeh Poul is not standing for re-election to the Board of Directors at the Annual Meeting. For information regarding the number of restricted stock awards and stock options held by each non-employee director as of December 31, 2024, see the table below:

  12. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” NOMINEES IN THE ELECTION OF EIGHT DIRECTORS

    | Name | Shares Underlying Option Awards Held as of December 31, 2024 | Shares Underlying Restricted Stock Units Held as of December 31, 2024 | | Abhijit Talwalkar | 24,230 | 1,841 | | C. Noel Bairey Merz, M.D. | — | 1,841 | | Bruce Bodaken | 228 | 1,841 | | Karen Ling | — | 1,841 | | Mark Rubash | 23,901 | 1,841 | | Ralph Snyderman, M.D. | 3,839 | 1,841 | | Mojdeh Poul | — | 3,440 | | Brian Yoor | — | 3,440 |

  13. CFO Transition

    CFO Transition We also underwent a transition in our executive team in 2024, with the resignation of Brice Bobzien as our Chief Financial Officer and the promotion of Daniel Wilson to that role. Mr. Bobzien’s resignation was due to personal reasons and not a result of any disagreement regarding the company’s financial statements or disclosures. Promotion of Daniel Wilson as Chief Financial Officer Our Board appointed Daniel Wilson as our Chief Financial Officer effective August 31, 2024. Mr. Wilson brings significant leadership experience to the role. In connection with his appointment as Chief Financial Officer, Mr. Wilson received an increase in annual base salary to $425,000 and an increase in annual target bonus to 60% of his annual base salary. In addition, Mr. Wilson received a grant of restricted stock units with an approximate grant date fair value of $400,000 that will vest in equal installments annually over four years. Mr. Wilson will continue to be eligible to receive severance benefits pursuant to the terms of the company’s Executive Change in Control and Severance Policy, discussed in greater detail below in the section entitled “Post-Employment Compensation Arrangements,” with any benefit eligibility calculated by reference to the Tier 2 eligibility standard as set forth in such policy. Resignation of Brice Bobzien Brice Bobzien resigned as our Chief Financial Officer effective August 31, 2024. In connection with his resignation, Mr. Bobzien and the company entered into a separation and release agreement and a consulting agreement, as described below in “Employment Arrangements”.

  14. Responsiveness to our 2024 Say-on-Pay Vote

    | What We Heard | | Our Response | | 2023 Special Strategic Equity Award | Use of special awards is disfavored for the CEO or other NEOs. Stockholders did not request retroactive changes to the 2023 Special Equity Award, but rather sought forward-looking commitments that similar awards would not be granted absent extraordinary circumstances. | •No special equity awards were made during 2024 •The Committee will not grant future one-time awards to the CEO or other NEOs, absent extraordinary circumstances or to recruit new hires | | | Performance targets related to the 2023 Special Strategic Equity Award were inadequately disclosed. | •With the goals of enhancing the patient experience, driving operational excellence, and accelerating innovation, performance targets related to the 2023 Special Strategic Equity Award are: •Achieve at least 10 million cumulative patient registrations •Fully operationalize enhanced billing management and revenue operations system •Establish a Global Business Services (GBS) center in the Philippines to position the company to maintain patient satisfaction, scale globally and perform efficiently •Achieve adjusted EBITDA margin exceeding 10% over a rolling two quarter period •Commercial launch of an elevated MCT product •Upon performance objective achievement, a TSR modifier is applied to align final award to stockholder interests | | | The structure of the 2023 Special Strategic Equity Award was atypical. Specifically, the performance measures could be determined “achieved” at any point during the measurement period rather than only at the end of the measurement period. | •In response to stockholder feedback, should an extraordinary circumstance arise and a special equity award is necessary, the company is committed to ensuring: •That the determination of the performance objectives will take place at the end of the measurement period •That the targets and development of the targets will be disclosed | | Short-term incentive program | Disclosure of how annual incentive award goals are set and how performance is measured is limited and it is difficult to assess how outcomes were achieved. | •Enhanced annual incentive program disclosure in 2025 Proxy Statement regarding how each element of our compensation program is designed to align to our philosophy and strategy •Provided clearer description of how iRhythm’s financial performance translated into individual compensation performance of our CEO and other NEOs •Included summary of performance metrics for our outstanding programs | | Evergreen provision | Removal of Evergreen provision from 2016 Equity Incentive Plan to prevent future dilution to stockholders. | •In November 2024, iRhythm’s Board of Directors approved an amendment of the company’s 2016 Equity Incentive Plan to remove the “Evergreen” provision of the 2016 Equity Incentive Plan that provides for an annual increase in shares reserved and available for issuance •Consequently, no new shares were added to the 2016 Equity Incentive Plan in 2025 under such provision •No other changes were made to the 2016 Equity Incentive Plan | | Progress towards regulatory remediation | Stockholders expressed a desire to see executive compensation tied to achievement of remediation activities to rectify ongoing regulatory challenges. | •In 2024, the company committed significant resources to addressing regulatory matters •Expanded 2025 Short-term Incentive Plan corporate performance goals to include Strategic Goal focused on achieving regulatory remediation milestones •Remediation of the FDA and regulatory matters remain iRhythm’s top priority throughout all levels of the organization, including for our Board of Directors and management | | Our relationship with our stockholders is an important part of our success and we are committed to continuing to engage with our stockholders in constructive and meaningful dialogue throughout the year. | | |

  15. Responsiveness to our 2024 Say-on-Pay Vote

    | | | Pay Element | Description | 2024 Committee Action | | | What we did for 2025 | | Fixed | Short-term | Base Salary and Benefits | •The fixed compensation program with salaries reviewed annually and adjusted as appropriate •The benefit packages that are market competitive and consistent with what is available to all employees in the company | Reviewed the base salaries payable to the NEOs with consideration of market positioning as well as individual performance. As a result, we made certain salary increases that ranged from 3% to 7% | | | CEO Compensation •No base pay increase | | At Risk / Variable | | Short-term Incentive Plan (STI) | The 2024 annual cash bonus plan is based on actual corporate performance as measured against pre-established 2024 target goals that include: •75% Weighting: Total Revenue •25% Weighting: Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) •Individual performance multiplier (0-200%) | Performance measures include: •Revenue and Adjusted EBITDA aligned to our annual operating plan •Individual performance modifier is based on annual performance evaluations For the NEOs, the actual cash bonus award ranged from 101% to 116% of target | | | NEO Compensation •No change to short-term incentive target (other than CFO promotion) •Added a third performance measure (Strategic Objective: FDA Remediation) •Changed the Performance Goal Weighting to 50% Revenue (from 75%), 40% Adjusted EBITDA (from 25%) and added 10% Strategic Objective | | | Long-term | Long-term Incentive Plan (LTI) | The 2024 annual long-term incentive award for the NEOs continued to be equally split time-based restricted stock unit (“RSU”) awards and performance-based restricted stock unit (“PSU”) awards | | | | •No change to NEO long-term incentive award split between RSUs and PSUs | | | | | RSUs – 50% of Opportunity •Opportunity to earn shares of our common stock if the employee generally remains with the company over the four-year vesting period of the award •Rewards stock price appreciation and tenure | No change to RSUs. | | | No change to RSUs. | | | | | PSUs – 50% of Opportunity •PSUs will be earned based on cumulative CAGR of our global revenue unit volume over a three-year performance period •PSU award is further adjusted based on our share price performance relative to the companies comprising the S&P Healthcare Equipment Select Industry Index (TSR Modifier) | 2022 – 2024 PSU Cycle •Based on the achievement of CAGR metric at 121.4% and TSR modifier at 83.3%, CEO earned PSUs at 101.1% | | | 2025 – 2027 PSU Cycle •No change to design in terms of performance metric or TSR | | | | | | Threshold | Target | Maximum | | | | | | | 13% | 18% | 23% | | | | | | | Achieved a 3-year CAGR of 19.1% | | | | | | | | | •33rd TSR percentile ranking •83.3% TSR modifier | | | | | | | Special One-Time Equity Awards | | The Committee did not make any special equity awards in 2024 | | | The Committee is committed to no special awards absent extraordinary circumstances or to recruit new hires |

  16. Responsiveness to our 2024 Say-on-Pay Vote

    Section 2 Compensation Governance and Pay Principles Pay for Performance Philosophy iRhythm’s executive compensation programs and policies are designed to retain and motivate a strong, capable, high functioning and experienced executive team with the ability to execute on our strategic growth objectives, while aligning strong performance, collaboration and accountability with business results and the interests of our stockholders. To ensure this alignment and to reward individual initiative and effort, a substantial portion of the NEOs’ target total direct compensation is performance-based and “at-risk.” In 2024, we emphasized performance-based compensation through two separate compensation elements: •The first is the annual cash bonus award that is based on the company’s performance against financial objectives specified at the beginning of the performance year and an evaluation of individual accomplishments and performance during the year. •The second is the grant of long-term (3-year) PSU awards as part of our annual equity cycle since 2022, which comprise 50% of each NEO’s annual grant of long-term equity incentive compensation. These annual PSUs require our achievement of a target goal of compound annual growth rate in global unit volume over a three-year period, with the resulting achievement modified by our relative TSR against an industry index over such period. We also provide variable compensation via RSUs relating to shares of our common stock. The RSUs are subject to continued employment requirements (and thus may never be earned) and their value to our NEOs depends on our per share price at the time of vesting (and sale). The performance-based and variable pay elements ensure that a substantial portion of the NEOs’ target total compensation for 2024 is “at risk”, with the amounts ultimately payable subject to variability above or below target levels commensurate with the company’s actual performance. Specifically, annual compensation is variable and connected to our operational, financial, and share price performance. The annual pay mix for the CEO and other NEOs in 2024 is reflected below.

  17. CEO's Realized and Realizable Compensation

    Realizable value is calculated as the sum of the compensation deliverable in each year, including actual salary paid, annual bonus earned, and the value of long-term incentive plan components (PSUs and RSUs) as valued on December 31, 2024 using our year-end stock price of $90.17 per share and, for the PSUs that have not completed the performance period, using a performance multiplier reflecting performance as of December 31, 2024. Target value represents the base salary rate in effect in each year, target annual bonus, and the grant date fair value of long-term equity incentive awards (PSUs and RSUs) granted in each year. The above chart reflects that while the CEO’s compensation is achieved through various measures, including through long-term unit volume growth, our long-term operational and strategic goals, and our relative TSR performance versus the S&P Healthcare Equipment Select Industry Index, most of our CEO’s compensation is tied to our stock performance. The relationship between target and realizable value demonstrates the sensitivity of our compensation program to our actual financial and stock performance and illustrates the alignment of our compensation program with stockholder interests. Executive Compensation Philosophy Our overarching compensation philosophy is focused on achieving the following primary objectives: •attract and retain high-caliber executive talent; •directly link rewards to the achievement of key financial, operational, and strategic results that build long-term stockholder value; •recognize individual performance by linking rewards to individual achievements in addition to measurable corporate results; and •maintain strong compensation best practices by meeting evolving standards of compensation governance and remaining responsive to stockholder feedback through robust engagement programs. To achieve our compensation philosophy, our current practice is to combine a mixture of compensation elements that balance rewarding 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 financial and operating results (and for 2025, FDA remediation measures that we want achieved quickly), and long- term incentive compensation opportunities are provided in the form of equity awards, certain of which include 3 year performance periods to incentivize the achievement of long-term market and operational objectives. The majority of the NEOs’ compensation consists of long-term equity-based compensation. While the pay mix may vary from year to year, the overarching goal is to achieve our compensation objectives and ensure that a meaningful percentage of total compensation is tied to long-term performance. Executive Compensation Policies and Practices We endeavor to maintain and operate under sound corporate governance standards to best serve our stockholders and align with external industry expectations, while also incorporating certain “best practices” in executive compensation. The 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 related policies and practices:

  18. CEO's Realized and Realizable Compensation

    | What We Do | What We Don’t Do | | •Maintain an Independent Committee. The Committee consists solely of independent directors. •Retain an Independent Compensation Adviser. The Committee engaged an independent consultant to advise on all executive compensation related matters independent of management. •Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our NEOs’ compensation is “at risk” and directly linked to our corporate and stock performance, as well as equity-based to align with the interests of our stockholders. •“Double-Trigger” Change-in-Control Arrangements. Our post- employment compensation arrangements in the event of a change in control of the company are “double trigger” arrangements that require both a change in control of the company plus a qualifying termination of employment before payments and benefits are paid. •Compensation Recovery (“Clawback”) and Misconduct Policies. We have adopted two separate and robust compensation recovery policies applicable to current and certain former executive officers one is triggered by certain misconduct, and one is triggered by an accounting restatement, which is intended to comply with Nasdaq’s listing rules. •Stock Ownership Guidelines. We have a robust stock ownership policy for our NEOs and the non-employee members of our Board of Directors. •Removed “evergreen” refresh provision and declined 2024 Equity Incentive Plan Increase. We are committed to responsible management or our equity incentive plan and, in addition to declining the evergreen equity refresh provision in 2024 that our current plan allows, we have removed the evergreen provision entirely from our plan. •Regularly engage with stockholders on compensation and governance matters. Just like with our customers, we seek to understand what is important to our stockholders and strive to be responsive to their feedback. | •No Executive Employment Agreements. We do not maintain employment agreements with any executives, including the NEOs other than offer letters providing at-will employment. •No Executive Retirement Plans. We do not offer supplemental pension or retirement plans or arrangements to our NEOs, other than certain retirement vesting provisions for which none of our NEOs are currently eligible. •Limited Executive Perquisites. We do not provide perquisites or other personal benefits with an aggregate incremental amount of more than $10,000 to any NEO. •No Tax Gross-Ups on Perquisites: We do not provide any tax gross-ups on perquisites, other than related to standard relocation and corporate housing benefits. •No Special Welfare or Health Benefits. Our NEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our employees generally. •No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments including “gross-ups” on any severance or change-in-control payments or benefits. •No Hedging or Pledging of Our Equity Securities. We prohibit our employees, including our executive officers, and the members of our Board of Directors from engaging in certain derivative transactions and from hedging our securities, and from holding our securities in a margin account or pledging our securities as collateral for a loan. |

  19. Compensation-Setting 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.

  20. Role of Compensation Consultant

    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. 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.

  21. Role of Compensation Consultant

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  22. Role of Compensation Consultant

    | 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 |

  23. Role of Compensation Consultant

    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:

  24. Role of Compensation Consultant

    | 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) |

  25. Role of Compensation Consultant

    1.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.

  26. Compensation Risk Assessment

    | Element | Form of Element | Primary Objective | Reward Realized on Achievement of | | Base Salary | Fixed – Cash | Attract and retain highly talented executives by providing amounts that are competitive in the market, stable, and reward performance | Continued service | | Annual Cash Bonuses | Variable – Cash | Motivate our executives to achieve annual business objectives and provide financial incentives to meet or exceed these objectives | Pre-established performance metrics based on our annual operating plan | | Time-based RSUs | Variable – Equity | Retain our executives as RSUs vest over 4 years while also aligning their interests with those of our stockholders | Continued service and incentivize stock price appreciation | | Performance-based RSUs | Variable – Equity | Motivate our executives to achieve long-term stockholder value creation and align their interests with those of our stockholders by providing performance-based equity with opportunity to earn above target level through superior performance | Pre-established performance metrics tied to unit volume growth with the relative TSR modifier |

  27. Compensation Risk Assessment

    We also provide certain post-employment severance, executive retirement vesting, and change in control protections, and various health and welfare benefits, including a 401(k)-retirement savings plan. In general, executive officers participate in the standard employee benefit programs available to our employees.

  28. Annual Cash Bonus

    Annual Cash Bonus In February 2024, the Committee approved the 2024 Annual Bonus Plan to provide cash incentives to meet or exceed the financial objectives set forth in our 2024 annual operating plan as well as individual performance measures. The final bonus payments are funded based on our level of achievement with respect to corporate performance goals and individual performance.

  29. Annual Cash Bonus

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  30. Annual Cash Bonus

    The cash bonus is based upon a specific percentage of each NEO’s annual base salary. In determining the target bonus percentages, the Committee also considered current retention risks, external market challenges, and the other factors described in “Governance of Executive Compensation Program – Compensation-Setting Process” above. The target bonus opportunity of the NEOs for 2023 and 2024 were as follows:

  31. Annual Cash Bonus

    | NEO | 2023 Annual Bonus Plan Target (% of Salary) | 2024 Annual Bonus Plan Target (% of Salary) | | Quentin Blackford | 100% | 100% | | Daniel Wilson(1) | 45% | 60% | | Patrick Murphy | 60% | 60% | | Chad Patterson | 70% | 70% | | Minang (Mintu) Turakhia, M.D., M.S. | 60% | 60% | | Brice Bobzien(1) | 60% | 60% |

  32. Annual Cash Bonus

    1.On July 31, 2024, the Board of Directors appointed Daniel Wilson as the company's Chief Financial Officer and principal financial officer, replacing Brice Bobzien, effective as of August 31, 2024 and Mr. Wilson's target bonus was increased to 60%. Mr. Bobzien was eligible for a prorated annual bonus for his service through August 31, 2024.

  33. Corporate Performance Measures

    Corporate Performance Measures In February 2024, the Committee continued the practice of including two financial performance measures for the 2024 Annual Bonus Plan—Revenue (weighted 75%) and Adjusted EBITDA (weighted 25%). The Committee believed these performance measures were appropriate because they provided a strong emphasis on growth while also considering the management of expenses, which it believed would most directly influence long-term stockholder value. For purposes of the 2024 Annual Bonus Plan: •“Revenue” means GAAP revenue as reported in our audited financial statements; and •“Adjusted EBITDA” is defined as net loss before income tax provision, depreciation and amortization, interest expense, interest income and as further adjusted for stock-based compensation expense, changes in fair value of strategic investments, impairment and restructuring charges, business transformation costs, and loss on extinguishment of debt. Business transformation costs include costs associated with professional services, employee termination and relocation, third-party merger and acquisition, integration, and other costs to augment and restructure the organization, inclusive of both outsourced and offshore resources. The Committee may apply discretion and adjust performance goals and financial results for unexpected or unbudgeted one-time items when determining whether the performance goals have been met. This may include identifying additional charges and gains to exclude from Adjusted EBITDA for purposes of the Annual Bonus Plan that are significant in nature, which may impact period to period comparability, and do not represent the ongoing results of the business. For each of these performance measures, the Committee established a target achievement level. Each performance measure was weighted according to the Committee’s assessment of its relative significance related to the successful execution of our annual operating plan. The Committee set the following performance levels, payout percentages, targets and weighting for the two corporate performance measures for the 2024 Annual Bonus Plan as follows:

  34. Corporate Performance Measures

    | | Threshold Payout % | Target Payout % | Maximum Payout % | Weighting | | Performance Level | 50% | 100% | 200% | | | Revenue | $530.0M | $590.0M | $650.0M | 75% | | Adjusted EBITDA | $7.0M | $23.3M | $40.0M | 25% |

  35. Corporate Performance Measures

    The performance target levels were intended to require significant effort and, therefore, were set at levels ordinarily difficult to achieve. For actual performance between the threshold and maximum performance levels for the Revenue and Adjusted EBITDA measures, the actual bonus payment with respect to each measure will be calculated by linear interpolation. The Committee believed the 2024 Revenue and Adjusted EBITDA targets were challenging but achievable, requiring strong performance from each of our executive officers.

  36. Corporate Performance Measures

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  37. Corporate Performance Measures

    Our decision to enter into a technology licensing agreement with BioIntelliSense in September 2024 was made as part of our long-term strategy to drive future growth. The transaction resulted in an unbudgeted acquired IPR&D expense that adversely impacted the 2024 Adjusted EBITDA performance. The Committee deemed it appropriate to exclude the impact of the acquired IPR&D expense within the Adjusted EBITDA calculation for purposes of the 2024 Annual Bonus Plan, due to the unique nature of its origination out of unplanned acquisition-related activities as measured against the Adjusted EBITDA target.

  38. Individual Performance Factor

    Individual Performance Factor The individual cash bonus payments for the NEOs were determined based on a combination of corporate and individual performance. The Committee reviews individual performance to determine the final annual cash bonus payment using an individual performance modifier of 0% to 200% for each executive officer including each NEO. Unless threshold performance is achieved on at least one of the company metrics, there is no payout regardless of individual performance. The maximum bonus is capped at 200% irrespective of the individual performance modifier.

  39. Incentive Award Payouts Reflect Performance

    Incentive Award Payouts Reflect Performance Our program goals are directly tied to our strategic goals of:

  40. Incentive Award Payouts Reflect Performance

    | 1 | 2 | 3 | | Driving top- and bottom-line growth | Advancing our product pipeline | Enhancing share price performance – both absolute and relative |

  41. Incentive Award Payouts Reflect Performance

    Long-term Incentives: Share price performance, relative to a select peer group, has been a modifier to our PSU metric of unit growth performance measure of our long-term awards. We believe unit volume CAGR incentivizes actions that drive sustainable growth in our share price through long term performance measurement and vesting periods. Additionally, the 2023 Special PSU award performance metrics are specific to patient experience, operational excellence, and accelerating innovation to incentivize management to deliver on key R&D milestones that are necessary to advance our pipeline and drive future performance of the company and aligns to stockholder interests and include a 3-year performance period.

  42. Incentive Award Payouts Reflect Performance

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  43. Incentive Award Payouts Reflect Performance

    Section 5 Compensation Decisions and Outcomes

  44. Annual Bonus Plan Performance

    Annual Bonus Plan Performance In February 2025, the Committee determined the achievement, and corresponding payment levels, with respect to the corporate performance measures under the 2024 Annual Bonus Plan were as follows:

  45. Annual Bonus Plan Performance

    | Performance Measure | Weighting | Actual (in $ million) | Payout % | Final Weighted Payout % | | Revenue | 75% | $591.8M | 102% | 77% | | Adjusted EBITDA(1) | 25% | $24.6M | 105% | 26% | | | | Final Corporate Factor | | 103% |

  46. Annual Bonus Plan Performance

    1.Adjusted EBITDA actual performance, as presented, excludes $32.4 million of acquired IPR&D expense. The Committee deemed it appropriate to exclude the impact of the acquired IPR&D expense within the Adjusted EBITDA calculation for purposes of the 2024 Annual Bonus Plan, due to the unique nature of its origination out of unplanned acquisition-related activities as measured against the Adjusted EBITDA target. The Committee approved the final corporate factor score equal to 103% to determine the final bonus payout for the 2024 Annual Bonus Plan. As a result of the In Process R&D license agreement noted above, the Committee applied discretion to the Adjusted EBITDA performance goals for an unexpected one-time adjustment to the Adjusted EBITDA of $32.4M. The Committee allocated 2% of corporate funding to better differentiate for individual performance across high performing employees (other than executive officers) of the company. In determining the awards for the NEOs, the Committee also evaluated the collective and individual performance of the NEOs, noting accomplishments in areas spanning our strategic pillars of Customer Growth and Experience, Accelerating Innovation, Operational Excellence, People and Culture, and Stakeholder Outcomes. The chart below is a sample of 2024 CEO Goals and key accomplishments considered by the Committee when determining Mr. Blackford’s overall individual performance.

  47. Annual Bonus Plan Performance

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  48. Annual Bonus Plan Performance

    | Quentin Blackford, President, Chief Executive Officer and Director | | | Throughout 2024, although we saw unanticipated activities related to FDA Observations and other regulatory agencies, Mr. Blackford maintained a clear vision for the organization with a focus on accelerating momentum in our core business. In tandem, Mr. Blackford elevated the focus on transformation of the current business and innovation of our future business. Notable accomplishments include: •Achieved full year 2024 revenue of $591.8 million, representing 20.1% year-over-year growth •Increased long-term cardiac monitoring market share to over 70% and expanded mobile cardiac telemetry market share to over 10% •Reaccelerated growth in existing customer channels and drove record new account openings within both long-term continuous monitoring and in mobile cardiac telemetry •Expanded into primary care in both integrated delivery networks as well as national, value-based care accounts •Drove adjusted EBITDA margin for full year 2024 of (1.3%), slightly lower than full year 2023 of (1.0%); included in adjusted EBITDA margin for 2024 was (5.5%) of impact for acquired IPR&D charges | | | Company Culture & Leadership | | | Goals Attract and build a high performing leadership team | Accomplishments •Established new executive level talent for the Quality and Assurance area with a focus on FDA remediation •Expanded the talent upleveling to all levels of executive leadership | | Patient-Focus | | | Goals Committed to driving innovation and patient outcomes for the long term | Accomplishments •Advanced U.S. market penetration, global expansion, technology improvements, and investments into future platform technologies through: •Zio® monitor commercial roll-out in US •CAMELOT publication •Epic Aura partnership •BioIntelliSense licensing agreement •European commercial launches •Japanese PMDA regulatory approval | | Operational Discipline and Efficiency | | | Goals Committed to a culture of quality & sustainability | Accomplishments •Remediation of regulatory and legal issues have been – and will remain – top priority across the company •Drove ongoing transformational changes within organization to foster a commitment to excellence |

  49. 2024 Key Achievements of Named Executive Officers

    | NEO | Base Salary (December 31, 2024) | Target Bonus % | Corporate Performance Factor(2) | Individual Performance Factor | | Resulting Payout | Percent of Target | | Quentin Blackford | $700,000x | 100%x | 101%x | 110% | = | $777,700 | 111% | | Daniel Wilson(1) | $425,000x | 60%x | 101%x | 100% | = | $257,550 | 101% | | Patrick Murphy | $468,650x | 60%x | 101%x | 100% | = | $284,002 | 101% | | Chad Patterson | $473,800x | 70%x | 101%x | 115% | = | $385,223 | 116% | | Minang (Mintu) Turakhia, M.D., M.S. | $470,800x | 60%x | 101%x | 100% | = | $285,305 | 101% | | Brice Bobzien(1) | $442,900x | 60%x | 101%x | 100% | = | $178,932 | 101% |

  50. 2024 Key Achievements of Named Executive Officers

    1. On July 31, 2024, the Board of Directors appointed Daniel Wilson as the company's Chief Financial Officer and principal financial officer, replacing Brice Bobzien, effective as of August 31, 2024. Mr. Bobzien was awarded his annual bonus based on his annual salary presented above, prorated for his service time during the fiscal year, up through August 31, 2024. 2. The Committee allocated 2% of corporate funding to better differentiate for individual performance across the company. During 2024 stockholder outreach, stockholders expressed their desires to align executive compensation with the company’s continued focus on revenue growth, increasing emphasis on profitability expansion, and remediation of the FDA matters. As such, the Committee have taken additional steps to align our 2025 Annual Short-Term Incentive Plan corporate performance measures to stockholder interests. For 2025, the Committee has maintained two financial performance measures (Revenue and Adjusted EBITDA) and added a third performance measure focused on strategic objectives related to FDA remediation (Strategic Objective). The weighting of the corporate performance measures was also changed to 50% Revenue (from 75%), 40% Adjusted EBITDA (from 25%) and 10% Strategic Objective. The Committee believes these performance measures are responsive to stockholder interests and are appropriate

  51. 2024 Key Achievements of Named Executive Officers

    because they provide a strong emphasis on growth, profitability, and regulatory remediation, which it believes will most directly influence long-term stockholder value. Long-Term Equity Incentive Compensation The company uses long-term incentive compensation in the form of equity awards to incentivize and deliver competitive compensation that recognizes executives for their contributions to the company. The realized value of the equity awards is directly correlated to the stock performance, thus aligning the interests of NEOs with stockholders by focusing them on long-term growth to create value for stockholders. The Committee views long-term incentives as a significant element of total compensation at the executive level and a crucial component of the company’s total rewards compensation package. During fiscal 2024, the Committee evaluated all of the foregoing when designing the company’s long-term incentive program structure with input from Aon. •2024 Annual Equity Awards. Based on this evaluation, the Committee determined that an even split of PSUs (at target) and RSUs continued to serve the company well for annual awards. This portfolio of PSU awards and RSU awards appropriately balances the incentive benefits of a performance-based equity award vehicle with executive retention and stockholder dilution (as compared to stock options) benefits, thereby aligning the interests of our executive officers and stockholders and enabling us to use our equity compensation resources efficiently. •This is a market leading practice for the NEOs (other than CEO), as more emphasis is placed on performance-based equity compared to peer and broader market prevalence. •The Committee also evaluated the vesting schedule for each long-term incentive vehicle, taking into consideration current market practices and concluded that the previously adopted vesting period for PSUs and RSUs remained appropriate for annual awards. The PSUs cliff vest after three years and the RSUs vest 25% annually over four years. Generally, long-term incentive compensation opportunities are granted to our CEO by the independent members of our Board of Directors, based on the recommendations of the Committee, and to our other executive officers, including our other NEOs, by the Committee. The equity awards granted to our incumbent NEOs in 2024 are set forth in the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” later in the proxy document.

  52. Annual Long-Term Incentive (LTI) Awards

    Annual Long-Term Incentive (LTI) Awards In February 2024, as part of the annual review of the executive compensation program, the Committee determined, consistent with the previous year, the aggregate target value of each executive officer’s long-term incentive compensation, and, consistent with the previous year, granted long-term incentive compensation in the form of 50% PSU awards and 50% RSU awards to the executive officers including the NEOs, and approved the aggregate target value of each NEO’s equity award as well as the design and performance metrics for the PSU awards. The Committee differentiates the award value of our incumbent NEOs based on the review of the competitive market data for their respective positions, the size of any previously granted equity awards and an evaluation of their performance. The annual equity awards granted to the NEOs in February 2024 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:

  53. Annual Long-Term Incentive (LTI) Awards

    | NEO | Target Value RSUs | Number of Units(1) RSUs | Target Value PSUs | Number of Units(1) PSUs | Total Annual LTI | | Quentin Blackford | $3,600,000 | 30,938 | $3,600,000 | 30,938 | $7,200,000 | | Daniel Wilson(2) | $1,025,000 | 11,072 | $625,000 | 5,371 | $1,650,000 | | Chad Patterson | $1,250,000 | 10,742 | $1,250,000 | 10,742 | $2,500,000 | | Patrick Murphy | $1,000,000 | 8,593 | $1,000,000 | 8,593 | $2,000,000 | | Minang (Mintu) Turakhia, M.D., M.S. | $1,150,000 | 9,883 | $1,150,000 | 9,883 | $2,300,000 | | Brice Bobzien(2) | $1,000,000 | 8,593 | $1,000,000 | 8,593 | $2,000,000 |

  54. Annual Long-Term Incentive (LTI) Awards

    1.The total number of units subject to a PSU award and a RSU award was equal to the Target Value divided by the 20 trading-day average closing price of our common stock on the date of grant. The use of a 20-day average closing price of our common stock is to minimize the variability between the award value approved and the actual number of units granted. 2.In February 2024, Mr. Wilson received a target value RSU and PSU of $625,000 prior to becoming an NEO. On July 31, 2024, the Board of Directors appointed Daniel Wilson as the company's Chief Financial Officer, replacing Brice Bobzien, effective as of August 31, 2024. In connection with Mr. Wilson's appointment, Mr. Wilson received a grant of RSUs with a target value of $400,000 effective August 31, 2024. Under a consulting agreement between Mr. Bobzien and the company, Mr. Bobzien

  55. Annual Long-Term Incentive (LTI) Awards

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  56. Annual Long-Term Incentive (LTI) Awards

    continued to vest in his RSU awards granted in February 2023 and February 2024, up through March 15, 2025, subject to his continued service as a consultant through such date. Mr. Bobzien forfeited his 2024 PSU award and all other RSU awards in conjunction with his termination from the company.

  57. Performance Stock Unit (PSU) Awards

    Performance Stock Unit (PSU) Awards Three cycles of PSU awards granted to NEOs are currently in effect. The design of the PSU grants has not materially changed and are aligned to Stockholder interest. We believe that Unit Volume CAGR is the appropriate internal metric that aligns with our long-range strategic plan, while relative TSR provides alignment to our external stockholders’ objectives.

  58. Performance Stock Unit (PSU) Awards

    | | PSU Awards: 2023-2025 Cycle | PSU Awards: 2024-2026 Cycle | PSU Awards: 2025-2027 Cycle | | The actual number of PSUs that will be eligible to vest will be determined based on the company’s compound annual growth rate of unit volume (“Unit Volume CAGR”) results Unit Volume CAGR measured for the performance period | Yes | Yes | Yes | | Performance Period | •3-Years •Beginning January 1, 2023, and ending on December 31, 2025 | •3-Years •Beginning January 1, 2024, and ending on December 31, 2026 | •3-Years •Beginning January 1, 2025, and ending on December 31, 2027 | | PSUs earned based on the Unit Volume CAGR will be adjusted based on achievement of our performance | Yes | Yes | Yes | | TSR Peer Group | S&P Healthcare Equipment Select Industry Index | S&P Healthcare Equipment Select Industry Index | S&P Healthcare Equipment Select Industry Index | | Subject to the NEO’s continued employment through the certification date | Yes | Yes | Yes |

  59. Unit Volume CAGR

    The exact number of earned PSUs will be determined using linear interpolation based on our actual Unit Volume CAGR if it falls between the threshold and maximum performance achievement levels set forth in the table above, which number shall be subject to adjustment based on TSR achievement, as more fully described in the section below entitled “Relative TSR Modifier”. The forward-looking Unit Volume CAGR performance goal is not disclosed because we strongly believe that it will be competitively harmful, as it would give competitors insight into our long-term strategic and financial planning processes. Based on investor feedback following our 2024 annual stockholders’ meeting, we have committed to disclosing multi-year performance goals and actual achievement in our regular programs in full after the close of the performance period. The Committee believed that the performance

  60. Unit Volume CAGR

    | PSU cycle dates | 2020-2022 | 2021-2023 | 2022-2024 | Three-year average | | CAGR performance % to target | 87.5% | 94.3% | 106.1% | 96.0% | | Actual achieved payout performance | 75.1% | 88.8% | 121.4% | 95.1% |

  61. Relative TSR Modifier

    Relative TSR Modifier In order to align the number of PSUs earned with our stockholders’ experience, the number of units earned based on the Unit Volume CAGR will be further adjusted for certain levels of achievement of the company’s TSR as compared to the TSR achieved by the companies comprising the S&P Healthcare Equipment Select Industry Index as in effect on the last day of the performance period, as follows, which we refer to as our TSR Modifier:

  62. Relative TSR Modifier

    | Company TSR Percentile Rank | Earned PSUs Adjustment | | At or below 25% | Decrease by 25% | | At 50% | No Change | | At or above 75% | Increase by 25% |

  63. Relative TSR Modifier

    To the extent that the company’s TSR results for the performance period fall between any levels set forth in the table above, the percentage adjustment to the number of units will be determined based on linear interpolation as displayed below. The Committee established a maximum cap of 200% on the PSU payout starting with the 2024-2026 PSUs irrespective of above median TSR performance, and maximum Unit Volume CAGR performance level.

  64. PSU Awards: 2022-2024 Cycle Final Payout

    PSU Awards: 2022-2024 Cycle Final Payout In February 2025, the Committee certified the performance metric achievement of the company’s Unit Volume CAGR for the performance period commencing on January 1, 2022, and ending on December 31, 2024. The Unit Volume CAGR performance metric applies to all NEOs with a 2022 – 2024 PSU grant. Unit Volume CAGR had a Threshold of 13%, Target of 18%, and Max of 23%. Actual performance was 19.1%. To more closely align equity to stockholder interests, the 2022 – 2024 PSU grant for Mr. Blackford included a TSR modifier. Starting with the 2023 – 2025 PSU grant, all NEOs have the TSR modifier. The performance metric for this grant resulted in a Unit Volume CAGR performance of 121.4%. The TSR modifier peer group S&P Healthcare Equipment Select Industry Index performance percentile ranking at the end of the measurement period was 33rd and resulting in a percentile payout percentage of 83.3% Based on performance metric performance and TSR modifier, the actual payout for Mr. Blackford is 101.1%.

  65. PSU Awards: 2022-2024 Cycle Final Payout

    | Executive Name | Target PSUs (#) | Actual Payout % | Actual Earned PSUs (#) | | Quentin Blackford | 40,159 | 101.1% | 40,610 | | Daniel Wilson | 4,012 | 121.4% | 4,868 | | Chad Patterson | 21,050 | 121.4% | 25,546 | | Patrick Murphy | 25,430 | 121.4% | 30,861 | | Minang (Mintu) Turakhia, M.D., M.S. | 11,125 | 121.4% | 13,501 |

  66. PSU Awards: 2023 Special Strategic Equity Awards

    PSU Awards: 2023 Special Strategic Equity Awards In August 2023, our Board of Directors approved strategic long-term PSUs that were granted to certain members of management, including our then-current NEOs, which we refer to as the 2023 Special Strategic Equity Awards in this proxy statement The 2023 Special Strategic Equity Awards cover a performance period starting July 1, 2023 and ending June 30, 2026 and they are earned based on the achievement of three operational goals and are further subject to increase or decreased on the level of achievement of the company’s relative TSR performance, subject to certain caps and continued employment through the later of August 7, 2026 and the

  67. PSU Awards: 2023 Special Strategic Equity Awards

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  68. PSU Awards: 2023 Special Strategic Equity Awards

    date on which the Committee determines the achievement of the 2023 Special Strategic RSUs. Each of the following operational goals is weighted as to one-third of the total award value: •Enhancing the patient experience while significantly increasing patient registrations; •Achieving certain adjusted EBITDA as a percentage of revenue goals; and •Accelerating new product or service innovations. Achievement of two operational goals is “target” level of achievement and achievement of three operational goals is “maximum” level of achievement, in each case subject to modification for the company’s relative TSR performance (but not beyond “maximum”), compared to the TSR achieved by companies comprising the S&P Healthcare Equipment Select Industry Index over the performance period. There is no interpolation for partial achievement of an operational goal. Upon relative TSR performance of greater than the 75th percentile, the number of PSUs earned based on operational goals (the “Earned PSUs”) will be adjusted upwards by 25%. However, if all three operational goals have been achieved, the PSU will have reached its cap and there will be no upward adjustment, and no additional PSUs will become earned and vested. Upon relative TSR performance of less than the 33rd percentile, the number of Earned PSUs will be adjusted downward by 25%; however, if all three operational goals have been achieved, the number of Earned PSUs will be capped at the “target” level achievement, which is greater than a 25% reduction. There is no interpolation between relative TSR achievement levels.

  69. RSU Awards

    RSU Awards The 2024 time-based RSU awards vest over a four-year period, with 25% of the units subject to the awards vesting on the first anniversary of the vesting commencement date of March 1, 2025, 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 NEO remaining continuously employed by us through each applicable vesting date. 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.

  70. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits 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 unique benefits to our NEOs, except as made available to our employees generally or in situations where we believe it is appropriate to assist an individual in the performance of his duties, to make him more efficient and effective and for recruitment and retention purposes. During 2024, our NEOs did not receive perquisites or other personal benefits that were, in the aggregate, $10,000 or more. Employment Arrangements We have entered into written employment offer letters with each of our current NEOs that provide for “at will” employment, meaning that either we or the NEO may terminate the employment relationship at any time without cause. In addition, each of these letters required the executive to execute our standard At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement. For detailed descriptions of the employment offer letters of our NEOs, see “Potential Payments upon Termination or Change in Control” below.

  71. Bobzien Separation and Release Agreement and Bobzien Consulting Agreement

    Bobzien Separation and Release Agreement and Bobzien Consulting Agreement Mr. Bobzien resigned from his position as Chief Financial Officer of the company, and his employment with the company, effective August 31, 2024 (the “Separation Date”). In connection with his resignation, Mr. Bobzien and the company entered into the Consulting Agreement (as defined below) pursuant to which Mr. Bobzien will assist with the transition of his role and consult for the company as an executive advisor following the Separation Date through March 15, 2025. In connection with his resignation, Mr. Bobzien and the company entered into a separation and release agreement (the “Separation and Release Agreement”) and a consulting agreement (the “Consulting Agreement”) pursuant to which, if the Separation and Release Agreement becomes effective pursuant to its terms, Mr. Bobzien shall receive (i) his base salary and continued standard benefits through the Separation Date and (ii) a cash payment of $12,500, approximately equivalent to four months of COBRA premiums, and, additionally, Mr. Bobzien will remain eligible to receive payment of his fiscal year 2024 cash incentive bonus (subject to the company’s achievement of the applicable metrics, and prorated for his service during the fiscal year through August 31, 2024). In consideration of his services under the Consulting Agreement, Mr. Bobzien will continue to vest in his outstanding restricted stock units granted February 27, 2023 and February 28, 2024 in accordance with their existing vesting schedules and subject to his continued service through each vesting date. Each of Mr. Bobzien’s other restricted stock units and performance restricted stock units will terminate and be forfeited on the Separation Date. Mr. Bobzien’s resignation and departure did not entitle him to any payments or benefits under our Executive CIC Policy and his participation thereunder ceased on his final day of employment. Potential Payments Upon Termination or Change in Control

  72. Executive CIC Policy

    Executive CIC Policy Qualifying Termination in connection with a Change of Control. Under the Executive CIC Policy, if, within the period commencing three months prior to and ending 12 months following a “change of control” (such period, the “Change in Control Period”), we terminate the employment of the applicable employee other than for “cause,” death or “disability,” or the employee resigns for “good reason” (as such terms are defined in the Executive CIC Policy) and, the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive: i.a lump sum severance payment equal to the payment of employee’s base salary, at the highest rate in effect during the term of the agreement, for 24 months for Mr. Blackford, and 15 months for Messrs. Wilson, Murphy, Patterson and Turakhia, ii.payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the employee and the employee’s dependents for up to 24 months for Mr. Blackford, and 15 months for Messrs. Wilson, Murphy, Patterson and Turakhia, iii.a lump sum payment equal to 150% of target bonus in effect for the fiscal year in which termination occurs for Mr. Blackford, and 100% of target bonus for Messrs. Wilson, Murphy, Patterson and Turakhia, 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 unless provided otherwise in the applicable performance-based equity award). Qualifying Termination outside of a Change of Control. Under the Executive CIC Policy, if we terminate the employment of the applicable employee other than for “cause,” death or “disability,” or the employee resigns for “good reason” outside of the Change in Control Period, and the employee executes an irrevocable separation agreement and release of claims, the employee is entitled to receive: i.a lump sum severance payment equal to the payment of employee’s base salary, at the highest rate in effect during the term of the agreement, for 18 months for Mr. Blackford, and 12 months for Messrs. Wilson, Murphy, Patterson and Turakhia; and, ii.payment of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the employee and the employee’s dependents for up to 18 months for Mr. Blackford, and 12 months for Messrs. Wilson, Murphy, Patterson and Turakhia. The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our eligible NEOs in accordance with the Executive CIC Policy, with no change in control and with change in control in effect on December 31, 2024. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our common stock is the closing price on the Nasdaq Global Select Market as of December 31, 2024, the last trading day in fiscal year 2024 ($90.17). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  73. Executive CIC Policy

    | | Termination of Employment No Change-of-Control | | | Termination of Employment Change-of-Control | | | | | | Named Executive Officer | Severance Payment ($) | Medical Benefits Continuation ($) | Total ($) | Severance Payment ($) | Medical Benefits Continuation ($) | Accelerated Vesting of Equity Awards ($)(1) | Bonus ($) | Total ($) | | Quentin Blackford | 1,050,000 | 50,850 | 1,100,850 | 1,400,000 | 72,415 | 18,121,169 | 1,050,000 | 20,643,584 | | Daniel Wilson | 425,000 | 33,566 | 458,566 | 531,250 | 41,958 | 2,770,915 | 255,000 | 3,599,123 | | Patrick Murphy | 468,650 | 39,280 | 507,930 | 585,813 | 49,100 | 6,205,801 | 281,190 | 7,121,904 | | Chad Patterson | 473,800 | 33,900 | 507,700 | 592,250 | 42,375 | 6,775,371 | 331,660 | 7,741,656 | | Minang (Mintu) Turakhia, M.D., M.S. | 470,800 | 37,159 | 507,959 | 588,500 | 46,449 | 5,421,409 | 282,480 | 6,338,838 | | Brice Bobzien(2) | 191,432 | — | 191,432 | — | — | — | — | — |

  74. Executive CIC Policy

    1.The number of regular cycle PSUs that were deemed to be earned and eligible for accelerated vesting was determined based on TSR performance as of December 31, 2024, and (i) for performance periods commencing prior to 2024, actual Unit Volume CAGR performance over the 12-month period prior to December 31, 2024, or (ii) for the performance period commencing in 2024, target Unit Volume CAGR performance. The 2023 Special Strategic Equity Award achievement was based on TSR as of December 31, 2024, as well as actual performance of the applicable operational goals as of December 31,2024. 2.As noted above in the section entitled “Employment Agreement—Agreement with Former CFO,” Mr. Bobzien resigned effective August 31, 2024 and ceased to be eligible under the Executive CIC Policy on such date. He received a cash payment of $12,500 (equivalent to 4 months of COBRA premiums) upon his termination of employment. He also received a pro-rata bonus of $178,932, payable at the same time as annual bonuses were paid, in each case following his execution of a Separation and Release Agreement and Consulting Agreement, which included a release of claims in favor of the Company. He was also eligible to receive continued vesting of certain equity awards subject to his continued provision of services as a consultant, as described above.

  75. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We do not currently grant stock options as part of our equity compensation programs. We do not have a formal policy or practice regarding the timing of the grant of options in relation to our disclosure of material nonpublic information. If stock options were to be granted in the future, we do not expect to grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. In addition, we generally do not grant equity awards (none of which include an exercise price related to the market price of our common stock on the date of grant) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During 2024, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. CEO Pay Ratio Under the US Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC rules, we are required to disclose the ratio of our Principal Executive Officer’s compensation to that of our median employee. For this required disclosure, Quentin Blackford, our President and Chief Executive Officer is considered to be our Principal Executive Officer (“PEO”). For fiscal year 2024: •the annual total compensation of Quentin Blackford was $9,343,903; and •the estimated median of the annual total compensation of all employees of our company, other than Mr. Blackford, was $108,387. Based on this information, for 2024 the ratio of the annual total compensation of Mr. Blackford to the median of the annual total compensation of all employees was 86.2 to 1. The CEO pay ratio was 174.8 to 1 and 96.7 to 1 for 2023 and 2022, respectively. The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported. To identify the median employee, we used base salary for all of our employees, excluding our PEO, who were employed by us on December 31, 2024. We included full-time, part-time and temporary employees. After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our NEOs as shown in the “2024 Summary Compensation Table”.

  76. Policies and Practices Related to the Grant of Certain Equity Awards

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  77. Policies and Practices Related to the Grant of Certain Equity Awards

    | Section 7 Compensation and Human Capital Management Committee Report |

  78. Policies and Practices Related to the Grant of Certain Equity Awards

    Section 7 Compensation and Human Capital Management Committee Report The Compensation and Human Capital Management Committee has reviewed and discussed the section titled “Compensation Discussion and Analysis” included in this Proxy Statement with management. Based on such review and discussion, the Compensation and Human Capital Management 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 and Human Capital Management Committee of the Board of Directors:

  79. Policies and Practices Related to the Grant of Certain Equity Awards

    | | Sincerely, | | | Karen Ling, Chair of Compensation and Human Capital Management Committee | | | C. Noel Bairey Merz, M.D. | | | Bruce Bodaken | | | Abhijit Talwalkar |

  80. Policies and Practices Related to the Grant of Certain Equity Awards

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  81. Policies and Practices Related to the Grant of Certain Equity Awards

    Compensation Tables 2024 Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our NEOs for the years ended 31, 2024, 2023, and 2022.

  82. Policies and Practices Related to the Grant of Certain Equity Awards

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Quentin Blackford; President and Chief Executive Officer (6) | 2024 | 744,137 | — | 7,789,570 | 777,700 | 32,496 | 9,343,903 | | | 2023 | 677,463 | — | 15,172,621 | 716,000 | 29,065 | 16,595,149 | | | 2022 | 650,000 | 675,000 | 5,787,285 | 829,000 | 25,459 | 7,966,744 | | Daniel Wilson; Chief Financial Officer (7) | 2024 | 455,661 | — | 1,789,065 | 257,550 | 36,598 | 2,538,874 | | Patrick Murphy; Chief Business Officer and Chief Legal Officer (8) | 2024 | 513,098 | — | 2,163,546 | 284,002 | 37,173 | 2,997,819 | | | 2023 | 457,344 | — | 4,566,853 | 275,730 | 33,852 | 5,333,779 | | | 2022 | 440,000 | 478,500 | 4,057,106 | 357,200 | 31,268 | 5,364,074 | | Chad Patterson; Chief Commercial Officer (9) | 2024 | 516,832 | — | 2,704,621 | 385,223 | 36,767 | 3,643,443 | | | 2023 | 461,068 | — | 4,928,829 | 341,481 | 33,999 | 5,765,377 | | | 2022 | 190,385 | — | 6,215,223 | 332,100 | 9,742 | 6,747,450 | | Minang (Mintu) Turakhia, M.D., M.S.; Chief Medical Officer, Chief Scientific Officer, and EVP, Product Innovation (10) | 2024 | 508,456 | — | 2,488,342 | 285,305 | 35,953 | 3,318,056 | | | 2023 | 442,230 | — | 4,566,853 | 274,639 | 32,309 | 5,316,031 | | | 2022 | 237,019 | 500,000 | 3,274,088 | 261,400 | 17,525 | 4,290,032 | | Brice Bobzien, Former Chief Financial Officer (11) | 2024 | 351,972 | — | 2,163,546 | 178,932 | 40,131 | 2,734,581 | | | 2023 | 420,926 | — | 4,566,853 | 260,580 | 33,730 | 5,282,089 | | | 2022 | 153,846 | — | 3,031,002 | 295,200 | 10,125 | 3,490,173 |

  83. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (“CAP”) and Company Total Stockholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (“CAP”) and Company Total Stockholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the company’s cumulative TSR over the five most recently completed fiscal years.

  84. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the five most recently completed fiscal years.

  85. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

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  86. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our revenue during the five most recently completed fiscal years.