DEF 14A of iRhythm Holdings, Inc.
Filed Apr 17, 2026 · FY20250001388658-26-000030
Director Nominee Experience Matrix
Director Nominee Experience Matrix Our director nominees possess relevant individual experience, 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:
Director Nominee Experience Matrix
| Expertise, Experience, & Skills | | Definition | Talwalkar | Blackford | Bodaken | Ling | Bairey Merz, M.D. | O'Boyle | McGinnis | Patten | Yoor | % of Director Nominees | | | Healthcare/ medical device industry | Management-level experience in an industry involving healthcare products or services, including medical devices and IDTF/MCT services. | | ● | ● | ● | ● | ● | ● | ● | ● | 89% | | | Technology and data security | Significant experience or expertise in the use and deployment of technologies to facilitate business objectives, including cybersecurity and data privacy. | ● | | | | | | | ● | ● | 33% | | | Marketing & commercial | Significant strategic or management experience in the sales and marketing of medical devices and/or provision of services as an IDTF, and an understanding of the reimbursement environment in the United States and regions the company has identified as potential areas for growth and expansion. | | ● | | | ● | ● | | ● | | 44% | | | Senior leadership | Experience in a senior management position, preferably a C-level executive (i.e., chief executive officer, etc.), at a publicly traded or private company with global operations, or other large complex organization (such as government, academic institution or not- for-profit). | ● | ● | ● | ● | ● | ● | ● | ● | ● | 100% | | | Finance | Significant experience in senior management positions, preferably a C-level executive (i.e., chief executive officer, chief financial officer or chief accounting officer, etc.), requiring financial knowledge and analysis, including in accounting, corporate finance, treasury functions or risk management from a financial perspective. | ● | ● | ● | | | ● | ● | | ● | 67% | | | Public company governance | Experience in and understanding of the Board of Directors’ oversight and fiduciary responsibilities and other key corporate governance matters for public companies in the healthcare and/or medical device industry, including legal and regulatory obligations and risks. | ● | ● | ● | ● | | ● | ● | | ● | 78% | | | Global operations | Significant strategic or management experience in an organization that operates internationally, especially on a broad basis and/or in the geographic regions the company has identified as potential areas for growth and expansion. | ● | ● | | ● | | ● | ● | ● | ● | 78% | | | Medical experience | A medical degree and significant work experience as a cardiac EP or cardiologist or expertise with personalized health care. | | | | | ● | | | | | 11% | | | Regulatory & compliance | Significant work experience with relevant regulatory requirements involving the development and distribution of medical devices or the development and provision of IDTF/MCT services. | | | | | ● | | | | | 11% | | | Human capital management | Significant work experience in senior management positions with responsibility for, or to oversee, the Human Resources function (i.e., Chief Human Resources Officer or Chief Executive Officer with a Chief Human Resources Officer as a direct report) for an organization that operates in the US and internationally, including responsibility for attracting, developing, motivating and retaining high-quality people, compensation, inclusion and belonging, and succession planning. | ● | ● | ● | ● | | ● | ● | ● | ● | 89% | | | Enterprise risk management | Experience overseeing corporate risk management process, including the effective identification, prioritization, and management of a broad spectrum of risks relevant to the company. | ● | ● | ● | | | ● | ● | | ● | 67% | | | Corporate sustainability | Experience in environmental, social and broader governance matters to facilitate the long-term sustainability of the company’s business and enable the company to address the needs of various stakeholders. | ● | | ● | ● | | ● | ● | ● | | 67% |
Director Nominee Experience Matrix
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Director Nominee Experience Matrix
Corporate Sustainability Highlights
Director Nominee Experience Matrix
| At iRhythm we believe that effectively managing sustainability risks and opportunities drives business success, and that when fully integrated into the business, sustainability can provide a competitive advantage. During 2024, we refreshed our priority assessment to ensure we are aligning with the issues that matter most to our business and stakeholders. Our assessment resulted in 11 sustainability topics that have the greatest impact to our business. Please refer to “iRhythm’s Approach to Corporate Sustainability” section of this report and our most recent sustainability report for details on the priority assessment and results. We continue to maintain the “Prime” status that was first awarded to iRhythm during 2023 by Institutional Stockholder Services group of companies (ISS). Prime status is for companies achieving what ISS determines to be best in class sustainability performance, based on sector exposure to sustainability impacts. Over the past two years, we made significant progress in many aspects of our sustainability strategy. Please refer to our most recent sustainability report for detailed discussions of various accomplishments. Below are a few highlights. | |
Director Nominee Experience Matrix
•Completed Scope 3 greenhouse gas emissions inventory •Published Carbon Reduction Plan for UK subsidiary •Achieved 92.3% diversion from landfill in 2025 •Obtained ISO 14001:2015 Certification •Two new Employee Resource Groups (ERG) added •Published Supplier Code of Conduct •Published Conflict Minerals Policy •Refreshed Code of Conduct We continue to work as an organization to advance our strategic sustainability roadmap by pursuing sustainability work streams and intend to share additional progress moving forward. Our strategic sustainability roadmap is continuously evolving based on progress, feedback, and business and external environment changes, and as we move forward, we plan to regularly review and revisit our sustainability priority topics, our sustainability measures and initiatives, and any sustainability goals so that we can dynamically support the success of our business by addressing those topics, that make our business more sustainable. We believe that advancing the interests of our stakeholders supports the sustainability and success of our business, and so as we implement our sustainability program, we plan to regularly consult internal and external stakeholders to take into account the views and perspectives of those groups that are critical to our business and which we impact by virtue of operating our business, our employees, customers, suppliers, investors, communities and others.
Director Nominee Experience Matrix
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Director Nominee Experience Matrix
Corporate Governance Standards and Director Independence We are strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives for the benefit of our stockholders. Corporate Governance Principles Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of the company. Among other things, our Corporate Governance Guidelines provide: •To satisfy their duty in overseeing company management and the ethical operation of the company, the directors will take a proactive, focused approach to their position, and set standards to ensure that the company is committed to business excellence, ethical and honest conduct, and highest levels of integrity. •There will, at all times, be a majority of independent directors serving on the Board of Directors. Eight out of nine of our director nominees at the time of the Annual Meeting are independent. •The Board of Directors shall have responsibility for succession planning concerning the Chief Executive Officer and the company’s named executive officers (NEOs), and the Compensation and Human Capital Management Committee shall plan for and conduct reviews with respect to succession planning for other key employees identified by the Chief Executive Officer. •The Audit Committee, the Compensation and Human Capital Management Committee and the Nominating and Corporate Governance Committee must each be, and currently are, composed of independent directors. •The Nominating and Corporate Governance Committee and the Board of Directors will evaluate each individual director or potential director in the context of the membership of the Board of Directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests. Our Corporate Governance Guidelines are available on the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com, by clicking “Governance Documents and Charters” in the “Governance” section of our website. Our Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines periodically, and changes are recommended to our Board of Directors as warranted. Board of Directors and Committee Self-Evaluations Throughout the year, our Board of Directors discusses corporate governance practices with management and third-party advisors, including the company’s outside legal counsel, to ensure that the Board of Directors and its committees follow practices that are optimal for the company and its stockholders. Based on an evaluation process established and implemented by our Nominating and Corporate Governance Committee, the Board of Directors and each committee thereof conduct an annual self-evaluation in order to determine whether the Board of Directors and its committees and directors are functioning effectively. The Nominating and Corporate Governance Committee is responsible for establishing the evaluation criteria and implementing the process for this evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board of Directors. The assessment of the Board of Directors is administered by the chairman of the Board of Directors and the chairman of the Nominating and Governance Committee, and Committee assessments are administered by the applicable chairperson of each committee. The Board of Directors and committees assess, on an annual basis, several factors they believe to be essential in the effective performance of the Board of Directors and each committee, including: •overall effectiveness of the Board of Directors and its committees, including in relation to progress in addressing the annual board or committee priorities; •structure and composition of the Board of Directors and committees, including with respect to director independence and skills; •effective oversight and risk management; •sufficient and substantive communications between the Board of Directors and the company’s management; •facilitation of board impact on stockholder value creation; and •suggested improvements and best practices for the Board of Directors or committees.
Director Nominee Experience Matrix
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Director Nominee Experience Matrix
The Nominating and Corporate Governance Committee reviews evaluations of the Board of Directors, and each committee reviews its respective report. All evaluation responses are shared with the full Board of Directors. Following the annual evaluation process, the Board of Directors and its committees assess the opportunities and suggestions provided in the feedback received and implement updates and changes as appropriate. Board Nomination Process The Board of Directors considers any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations and the provisions of the company’s bylaws. In accordance with the Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee determines, and make recommendations to the full Board of Directors, regarding the desired qualifications, qualities, skills and other expertise required to be considered in selecting nominees for director. Key considerations include character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on the Board of Directors and skills that are complementary to the Board of Directors, an understanding of the company’s business, an understanding of the responsibilities that are required of a member of the Board of Directors, other time commitments, diversity with respect to professional background, education, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. Further, the Nominating and Corporate Governance Committee searches for, identifies, evaluates, and recommends for the selection by the Board of Directors, candidates to fill new positions or vacancies on the Board of Directors consistent with the company’s director criteria, as included in the Corporate Governance Guidelines. The Nominating and Corporate Governance Committee then reviews any candidates recommended by stockholders, provided such stockholder recommendations are made in compliance with the Corporation’s bylaws and its stockholder nominations and recommendations policies and procedures. The Nominating and Corporate Governance Committee shall select prospective members of the Board of Directors that are of high character and integrity. As stated in our Corporate Governance Guidelines, the composition of the Board of Directors should reflect a diversity of background and experience to best perpetuate the success of the business and represent stockholder interests. Board Succession The Nominating and Corporate Governance Committee evaluates the current size, composition, organization and governance of the Board of Directors and its committees, determines future requirements and makes recommendations to the Board of Directors for approval consistent with our director criteria. As part of the refreshment process for the Board of Directors, the Nominating and Corporate Governance Committee evaluates the performance and qualifications of individual members of the Board of Directors eligible for re-election and recommends for the selection by the Board of Directors, the director nominees for election to the Board of Directors by the stockholders at the company’s annual meeting of stockholders or any special meeting of stockholders at which directors are to be elected.
Director Nominee Experience Matrix
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Director Nominee Experience Matrix
We also develop and review periodically the policies and procedures for considering stockholder nominees for election to the Board of Directors, and we evaluate and recommend termination of membership of individual directors for cause or for other appropriate reasons. The Nominating and Corporate Governance Committee does not have a written policy on the consideration of director candidates recommended by stockholders. It is the view of the Board of Directors that all candidates, whether recommended by a stockholder or the Nominating and Corporate Governance Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board of Directors and its committees. The established criteria for persons to be nominated for election to the Board of Directors and its committees, taking into account the composition of the Board of Directors as a whole, at a minimum, includes: •character, professional ethics and integrity, judgment, and business acumen; •proven achievement and competence in the candidate’s field; •the ability to exercise sound business judgment; •tenure on the Board of Directors and skills that are complementary to the Board of Directors; •an understanding of the company’s business; •an understanding of the responsibilities that are required of a member of the Board of Directors; •other time commitments; •professional background, education, and other individual qualities and attributes that contribute to the comprehensiveness of viewpoints and experience represented on the Board of Directors; and •for incumbent members of the Board, the past performance of the incumbent director. In addition, the Nominating and Corporate Governance Committee and the Board of Directors consider a candidate’s experience in the healthcare industry and other relevant industries. The priorities and emphasis of the Nominating and Corporate Governance Committee and of the Board of Directors with regard to these factors change from time to time to take into account changes in the company’s business and other trends, as well as the portfolio of skills and experience of current and prospective members of the Board of Directors. The Nominating and Corporate Governance Committee and the Board of Directors review and assess the continued relevance of and emphasis on these factors as part of the Board of Directors’ annual self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy the Board of Directors’ goal of creating and sustaining a Board of Directors that can appropriately support and oversee the company’s activities. Independence of Directors The listing rules of the Nasdaq Stock Market LLC (“Nasdaq”) generally require that independent directors constitute a majority of a listed company’s board of directors. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees must be an “independent director.” Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an
Director Nominee Experience Matrix
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Director Nominee Experience Matrix
audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that each of our directors other than Mr. Blackford are “independent directors” as defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements and rules of Nasdaq. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to the company and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” Board Leadership Structure Our Corporate Governance Guidelines provide that our Board of Directors shall be free, in accordance with our bylaws, to choose its chairperson in any way that it considers in the best interests of our company, and in making this determination, directors may take into consideration the interests of other stakeholders. Currently, our Board of Directors believes that it should maintain flexibility to select the chairperson of our Board of Directors and adjust our board leadership structure from time to time.
Director Nominee Experience Matrix
| | Abhijit Talwalkar | | Quentin Blackford | | | Independent Chairman of the Board of Directors since May 2016 | | Chief Executive Officer since October 2021 | | Our Board of Directors believes that Mr. Talwalkar’s deep technical knowledge and extensive experience in executive and board leadership roles at other technology companies make him well qualified to serve as chair of our Board of Directors. | | As CEO, Mr. Blackford manages the business of the company and executes the strategy developed with our Board of Directors. | |
Director Nominee Experience Matrix
Our Corporate Governance Guidelines also provide that, when the Board of Directors does not have an independent chairperson, our Board of Directors will appoint a “lead independent director.” In the event a lead independent director is appointed, he or she will be responsible for calling separate meetings of the independent directors, serving as chairperson of meetings of independent directors, serving as the principal liaison between the chairperson of the Board of Directors and the independent directors, being available for consultation and direct communication with major stockholders as requested and performing such other responsibilities as may be designated by a majority of the independent directors from time to time. Presiding Director of Non-Employee Director Meetings The non-employee directors meet in regularly scheduled executive sessions without management directors or management to promote open and honest discussion. Our independent chairman, Mr. Talwalkar, is the presiding director at these meetings. Committees of Our Board of Directors Our Board of Directors has established an Audit Committee, a Compensation and Human Capital Management Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board of Directors. Copies of the charters for each committee are available, without charge, in the “Investor Relations” section of our website, which is located at https://investors.irhythmtech.com, by clicking on “Governance Documents and Charters” in the “Governance” section of our website. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors.
Director Nominee Experience Matrix
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Director Nominee Experience Matrix
| Current Members1-4 | Audit Committee | Compensation and Human Capital Management Committee | Nominating and Corporate Governance Committee | | Abhijit Talwalkar | | | | | C. Noel Bairey Merz, M.D. | | | | | Bruce Bodaken | | | | | Karen Ling | | | | | Karen McGinnis2 | | | | | Kevin O'Boyle2 | | | | | Jason Patten3 | | | | | Brian Yoor | | | | | Total Meetings Held in 2025 | 6 | 6 | 4 | | Average Meeting Attendance1 | 100% | 100% | 100% |
Director Nominee Experience Matrix
1. Ralph Snyderman, MD served as a director in 2025 until his retirement on July 7, 2025. Dr. Snyderman was a member of the Audit Committee and attended 100% of the meetings of the Audit Committee until his retirement. Mark Rubash served as a director in 2025 until his retirement on July 7, 2025. Mr. Rubash was a member of the Audit Committee and the Nominating and Corporate Governance Committee and attended 67% of the meetings of the Audit Committee and 50% of the meetings of the Nominating and Corporate Governance Committee until his retirement. 2. Mr. O'Boyle and Ms. McGinnis joined the Board and the committees noted in July 2025. 3. Jason Patten joined the Board and the Audit Committee in March 2026. 4. Mojdeh Poul did not stand for re-election at our 2025 Annual Meeting of Stockholders which occurred on May 28, 2025. Ms. Poul was a member of the Audit Committee and attended 100% of the meetings of the Audit Committee during 2025 until our 2025 Annual Meeting of Stockholders. Board and Committee Meetings and Attendance Our Board of Directors and its committees meet regularly throughout the year; they also hold special meetings and act by written consent from time to time. During 2025, our Board of Directors met four times, the Audit Committee met six times, the Compensation and Human Capital Management Committee met six times, and the Nominating and Corporate Governance Committee met four times. During 2025, each member of our Board of Directors, other than Mark Rubash who resigned from our Board of Directors in July 2025, attended at least 75% of the aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were held during the period in which such director served. Board Attendance at Annual Stockholders’ Meeting Our policy is to invite and encourage each member of our Board of Directors to be present at our annual meetings of stockholders. All then-current directors attended the 2025 annual meeting of stockholders.
iRhythm's Comprehensive and Continuous Stockholder Engagement Program
| 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 of Directors in communications with stockholders, including participating in joint corporate governance and investor relations meetings. We deliver regular and detailed feedback to our Board of Directors 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 in 2022 such that directors are elected to one-year terms, reflecting our commitment to stockholder responsiveness •Enacted extensive leadership changes from 2021 to 2025 to drive business transformation and foster an environment of quality, integrity, and excellence •Released inaugural corporate sustainability report in 2020, inclusive of comprehensive sustainability strategy roadmap informed by our sustainability priority assessment, with a commitment to 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 •Enhanced disclosure of short-term incentive targets •Increased mix of short-term incentive toward profitability improvements | | Investor Relations & 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 2025, management and our investor relations team met with 314 investment firms, analysts and other investors, which included stockholders representing approximately 65.2% of our shares outstanding as of December 31, 2025. 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. | | |
Attn: Corporate Secretary
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 2024 assessment. For the 2024 assessment, we also obtained input from our suppliers that 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 2025 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.
Attn: Corporate Secretary
| Environmental | Social | Governance | | •Greenhouse Gas Emissions and Climate Risks and Opportunities •Product Sustainability | •Access to Healthcare •Affordability and Price Transparency •Human Capital Management •Inclusive Culture •Philanthropy and Impact | •Business Ethics and Compliance •Data Security •Enterprise Risk Management and Business Continuity Planning •Product Development and Safety |
Attn: Corporate Secretary
Environmental Sustainability We recognize that environmental sustainability is integral to producing world-class products, and we see environmental sustainability and efficiency as important sources of value creation at iRhythm. Having a strong sustainability program in place is important to meet the growing expectations of our stakeholders, including patients, providers and stockholders. And we see our sustainability strategy as a key cost saving initiative, where reductions in the amount of materials used in our products, improvements in the energy efficiency of our products and expanding circularity measures at the end of our product lifecycle help to improve our bottom line.
Attn: Corporate Secretary
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Attn: Corporate Secretary
Our environmental sustainability strategy covers our own operational footprint, including our limited use of energy and water, efforts to minimize the amount of waste generated and managing climate-related risks and greenhouse gas emissions. As the leading provider of single-use cardiac diagnostic devices, our sustainability strategy also includes efforts to minimize the environmental impact of our products. As part of this mission, we have achieved a 92.3% landfill waste diversion rate as of the end of 2025, an improvement from our landfill waste diversion rate as of the end of 2024, and we continue to footprint our carbon emissions. We are continually improving our environmental, health and safety program through benchmarking and the adoption of better practices.
Attn: Corporate Secretary
| Program | Unit | 2025 | 2024 | | Health & Safety | | | | | Lost Time Injury Frequency Rate (LTIFR) | # of lost time injuries per 1,000,000 hours worked. | 0.20 | 0.14 | | Total Recordable Incident Rate (TRIR) | # recordable incidents per 100 FTEs. | 0.88 | 0.34 | | Days Away, Restricted, or Transfer (DART) | # of injuries and/or illnesses per 100 FTEs that result in days away from work, job restriction, or job transfer. | 0.29 | 0.29 | | Fatalities | # | 0 | 0 | | Environment | | | | | Environmental Regulatory Inspections across Locations | # | 0 | 0 | | Environmental Notices of Violations across Locations | # | 0 | 0 | | Landfill Waste Diversion Rate | Percentage of waste that is recycled, composted, or otherwise diverted from landfill disposal. | 92.3% | 89.5% | | Electricity Consumption across our Locations | MWh | 1,144.05 | 2,316.04 | | Water Consumption in Manufacturing Location(s) | CCF | 3,580.00 | 1,819.00 | | Scope 1 GHG Emissions | (mtCO2e) | 9.01 | 9.01 | | Scope 2 GHG Emissions (Location based) | (mtCO2e) | 664.72 | 644.11 |
Attn: Corporate Secretary
Corporate Sustainability Oversight Given the importance of sustainability to the long-term success of our business, our Board and its committees play a critical role in overseeing Sustainability matters. Our Board of Directors oversees the adoption and implementation of our sustainability initiatives, and the Board’s Nominating and Governance Committee is responsible for oversight of sustainability matters. Our CRO leads our global sustainability vision and strategy. Periodic updates on progress on sustainability initiatives are provided to the Nominating and Corporate Governance Committee and at least annual updates to the Board of Directors. Throughout the year, our CRO and the Chair of the Nominating and Corporate Governance Committee communicate on status of initiatives and emerging sustainability topics.
Attn: Corporate Secretary
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Attn: Corporate Secretary
| 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. | | | | | Audit Committee | Compensation and Human Capital Management Committee | Nominating and Corporate Governance Committee | | | The Audit Committee reviews and discusses with management, our independent auditor, our major financial and information technology risk exposures and the steps management has taken to monitor and control those exposures. The Audit Committee also, at least annually, updates the Board of Directors on information technology cybersecurity control environment. The Audit Committee also oversees our business continuity and disaster preparedness planning. | The Compensation and Human Capital Management Committee oversees our human capital management function. The Compensation and Human Capital Management Committee has the following responsibilities with respect to sustainability: •Periodically discuss with management the implementation and effectiveness of our policies, strategies, programs and practices relating to its human capital management function, including but not limited to those relating to: ◦talent development, ◦recruiting, ◦succession planning, ◦career progression and retention, ◦inclusion and belonging, ◦culture, ◦human health and safety, and ◦total rewards. •Periodically review and assess any human capital measures or objectives that we focus on in managing the business or are required to be disclosed by the SEC. ◦Review and discuss annually with management the risks arising from our human capital management function, ◦Review the relationship between risk management policies and human capital management, and ◦Evaluate policies and practices that could mitigate such risks. | The Nominating and Corporate Governance Committee oversees our strategies, activities, risks and opportunities related to sustainability matters. The Nominating and Corporate Governance Committee has the following responsibilities with respect to sustainability: •Oversee and evaluate sustainability trends, opportunities, policies, strategies, programs and our performance related to sustainability matters. •Review our sustainability priority assessments and sustainability reports and ensure that reporting with respect to both voluntary and involuntary sustainability disclosures reflects our sustainability priorities. •Review and evaluate our goals with respect to sustainability matters and monitor progress against these goals. •Report to the Board of Directors for discussion, at least annually, sustainability matters that may affect our business, operations and performance, including our strategies, initiatives, policies and performance metrics with respect to sustainability matters. •Coordinate with the Audit Committee to oversee our reporting standards with respect to sustainability matters and ensure compliance with legal and regulatory requirements, as and when appropriate. •Oversee our engagement with relevant stakeholders on sustainability matters, which may include customers, employees and community representatives, in addition to stockholders. | | | Executive Oversight | | | | | Sustainability Steering Committee | | | | | The purpose of the Sustainability Steering Committee is to (i) establish programs, policies and practices relating to sustainability matters and (ii) assist the Nominating and Corporate Governance Committee in fulfilling its oversight responsibilities with respect to sustainability matters. The Sustainability Steering Committee is chaired by our Chief Risk Officer, who is the executive leader with oversight of sustainability, enterprise risk management, ethics and compliance, operationalizing global privacy initiatives, SOX compliance, internal audit, and inclusion and belonging initiatives. | | | | | Sustainability Working Groups | | | | | Our Sustainability Working Groups are responsible for tactically advancing the sustainability workstreams in our strategic roadmap. | | | | | Climate and Environmental Sustainability | Human Capital Management | Human Rights | Legal, Risk, and Disclosure |
Attn: Corporate Secretary
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Attn: Corporate Secretary
Proposal No. 1 Election of Directors Our Board of Directors will be composed of nine members. At the Annual Meeting, each of our director nominees will be elected for a one-year term. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Nominees for Director
Attn: Corporate Secretary
| Name of Director | Age | Position | Director Since | | Quentin Blackford | 47 | Chief Executive Officer and Director | October 2021 | | Abhijit Talwalkar | 62 | Chairman of the Board | May 2016 | | C. Noel Bairey Merz, M.D. | 70 | Director | April 2018 | | Bruce Bodaken | 74 | Director | July 2017 | | Karen Ling | 62 | Director | November 2021 | | Karen McGinnis | 59 | Director | July 2025 | | Kevin O'Boyle | 70 | Director | July 2025 | | Jason Patten | 50 | Director | March 2026 | | Brian Yoor | 56 | Director | June 2023 |
Attn: Corporate Secretary
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Attn: Corporate Secretary
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Attn: Corporate Secretary
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Attn: Corporate Secretary
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Attn: Corporate Secretary
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Attn: Corporate Secretary
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of C. Noel Bairey Merz, M.D., Quentin Blackford, Bruce Bodaken, Karen Ling, Karen McGinnis, Kevin O'Boyle, Jason Patten, Abhijit Talwalkar and Brian Yoor. We expect that each of C. Noel Bairey Merz, M.D., Quentin Blackford, Bruce Bodaken, Karen Ling, Karen McGinnis, Kevin O'Boyle, Jason Patten, Abhijit Talwalkar and Brian Yoor will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board of Directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter. The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the virtual Annual Meeting and entitled to vote thereon, which means that the nine individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will be elected. Broker non-votes will have no effect on this proposal.
Attn: Corporate Secretary
| | The Board of Directors recommends a vote 'FOR ALL' nominees in the election of nine directors. |
Attn: Corporate Secretary
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Attn: Corporate Secretary
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, 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. No changes were made to either the cash compensation or the equity compensation for 2025. 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. 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; •$50,000 per year additionally for service as chair of the Board of Directors; •$25,000 per year additionally for service as chair of the Audit Committee; •$10,000 per year additionally for service as an Audit Committee member; •$15,000 per year additionally for service as chair of the Compensation and Human Capital Management Committee; •$7,500 per year additionally for service as a Compensation and Human Capital Management Committee member; •$15,000 per year additionally for service as chair of the Nominating and Corporate Governance Committee; and •$5,000 per year additionally for service as a Nominating and Corporate Governance Committee member. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis. Equity Compensation. Non-discretionary, automatic grants of restricted stock units ("RSUs") are made to our non-employee directors. •Initial Grant. Each person who first becomes a non-employee director is granted RSUs 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 RSUs having an approximate value equal to $185,000 (the “Annual Award”), except that the first annual grant to be granted to Mr. Patten shall occur in 2027 as he joined our Board of Directors in March 2026. 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, if our 2026 Equity Incentive Plan is approved by our stockholders pursuant to Proposal No. 2 of this Proxy Statement, no non-employee director may receive, in any fiscal year, cash fees and equity awards with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) equal to more than $750,000, increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director, and we anticipate that the Non-Employee Director Compensation Policy will subsequently be updated to reflect the limits in the 2026 Equity Incentive Plan. The following tables provide information regarding all compensation awarded to, earned by, or paid to each person who served as a director during 2025, other than Mr. Blackford, our Chief Executive Officer. Mr. Blackford is not included in the tables below as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Blackford as an employee is set forth in the section titled “Executive Compensation” below. Mr. Patten is not included in the tables below as he joined our Board of Directors in 2026.
Attn: Corporate Secretary
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Attn: Corporate Secretary
| Name | Fees Earned or Paid in Cash | Stock Awards1 | Total | | Abhijit Talwalkar | $117,500 | $191,980 | $309,480 | | C. Noel Bairey Merz, M.D. | $62,500 | $191,980 | $254,480 | | Bruce Bodaken | $77,500 | $191,980 | $269,480 | | Karen Ling | $70,000 | $191,980 | $261,980 | | Karen McGinnis2 | $31,440 | $283,313 | $314,753 | | Kevin O'Boyle2 | $33,859 | $283,313 | $317,172 | | Mark Rubash3 | $36,141 | $191,980 | $228,121 | | Ralph Snyderman, M.D.3 | $33,560 | $191,980 | $225,540 | | Mojdeh Poul4 | $26,429 | — | $26,429 | | Brian Yoor | $80,000 | $191,980 | $271,980 |
Attn: Corporate Secretary
1.The values of the stock awards reflect the grant date fair value of RSUs granted during 2025 and are based on the closing price of the company's 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, 2025, filed with the SEC on February 19, 2026. 2.Ms. McGinnis and Mr. O'Boyle were appointed to the Board of Directors effective July 7, 2025. 3.Mr. Rubash and Dr. Snyderman resigned from the Board of Directors effective July 7, 2025. The RSUs granted in 2025 to Mr. Rubash and Dr. Snyderman were forfeited upon their resignation. 4.Ms. Poul did not stand for re-election at our 2025 Annual Meeting of Stockholders and her term on the Board of Directors ended on May 27, 2025. For information regarding the number of RSUs and stock options held by each non-employee director as of December 31, 2025, see the table below:
Attn: Corporate Secretary
| Name | Shares Underlying Option Awards Held as of December 31, 2025 | Shares Underlying Restricted Stock Units Held as of December 31, 2025 | | Abhijit Talwalkar | 13,606 | 1,358 | | C. Noel Bairey Merz, M.D. | — | 1,358 | | Bruce Bodaken | 228 | 1,358 | | Karen Ling | — | 1,358 | | Karen McGinnis | — | 2,035 | | Kevin O'Boyle | — | 2,035 | | Brian Yoor | — | 2,157 |
Attn: Corporate Secretary
| Reasons to Vote FOR the 2026 Plan | | | •Our Board of Directors believes that the 2026 Plan will enable us to continue to attract, retain and motivate talented individuals who will help achieve our goals. •The 2026 Plan is intended to be the successor to our 2016 EIP, which was adopted in connection with our initial public offering and will expire on October 4, 2026. If the 2026 Plan is not approved by our stockholders, we may continue to issue awards under our 2016 EIP only until it expires in October 2026. •Equity compensation is a key element of our overall compensation program. While we are judicious in our use of equity, our equity program is broad-based. We also continue to experience steady growth in our employee base, growing from approximately 2,000 employees as of December 31, 2024, to approximately 2,400 employees as of December 31, 2025. As stockholders of iRhythm, our employees are substantially aligned with our broader stockholder base to drive our long-term growth. | •If the 2026 Plan is not approved and we are no longer able to offer equity-based compensation, our ability to attract and retain the talent we need to compete in our industry would be seriously and negatively impacted, and this would affect our long-term success. If the 2026 Plan is not approved, we will not be able to grant RSUs, performance-based RSUs ("PSUs"), or other forms of equity incentives and we would be forced to consider cash replacement alternatives to provide a market-competitive total compensation package necessary to attract, retain and motivate the employee talent critical to our future success. These cash replacement alternatives could, among other things, reduce the cash available for investment in growth and development and cause a loss of motivation by employees to achieve superior performance over a longer period of time. If the 2026 Plan is not approved, we believe we would be at a disadvantage against competitor companies. •Additionally, if the 2026 Plan is not approved, we would expect to again seek approval from our stockholders for a new equity incentive plan at a special meeting prior to our 2027 annual stockholders meeting, which would increase costs and distract our management team from execution of our business goals. |
Attn: Corporate Secretary
Equity Compensation Is a Critical Element of Our Compensation Program We believe that our future success and our ability to remain competitive are dependent on our ability to attract, retain and motivate highly qualified talent. Competition for talent in our industry is intense. The use of equity compensation, including RSUs and certain PSUs, has historically been a significant part of our overall compensation philosophy and a cornerstone of our method for attracting and retaining top caliber employees. Allowing employees to acquire or increase their ownership stake in us aligns their interests with those of our stockholders, creating strong incentives for our employees to work hard for our future growth and success. A broad-based equity incentive program focuses our employees who receive grants on achieving strong corporate performance, and we have embedded in our culture the necessity for employees to think and act as stockholders. We grant RSUs to select newly hired employees as well as to our executives and our non-employee directors. We also grant PSUs to certain of our executives, and anticipate continuing to do so in the future. This broad-based equity incentive program is an important component of our long-term
Attn: Corporate Secretary
employee incentive and retention plan, and has been very effective in enabling us to attract and retain the talent critical for an innovative and growth-focused company. We Carefully Consider and Forecast Our Need for Shares Our Compensation and Human Capital Management Committee thoughtfully manages our equity incentive programs to manage long-term stockholder dilution while maintaining our ability to attract, reward and retain key talent in a competitive market. In evaluating the number of shares initially reserved for grant under the 2026 Plan, our Compensation and Human Capital Management Committee considered a number of factors, including an analysis of certain burn rate and dilution metrics. 2026 Plan Share Pool. If the 2026 Plan is approved, the 2026 Plan will include 1,690,000 shares available for grant (the “2026 Plan Pool”), reduced by the number of shares underlying any awards (the “Interim Awards”) granted under the 2016 EIP during the period starting from March 15, 2026 and ending on the Effective Date. The proposed 2026 Plan Pool (not taking into account any Interim Awards) represents a 67.1% reduction from the remaining pool of 5,140,109 shares available for grant in our 2016 EIP as of March 15, 2026. The 2026 Plan does not include an “evergreen” (i.e., automatic annual share pool increase) provision and any future increase in the reserved share pool for the 2026 Plan would require stockholder approval. The 2026 Plan includes a share reserve that is smaller than the 2016 EIP’s remaining share reserve. Potential Dilution. We are committed to effectively managing our employee equity compensation programs in light of potential stockholder dilution. For this reason, we considered both our “burn rate” and our “overhang” in evaluating the impact of the 2026 Plan on our stockholders. We define gross “burn rate” as the number of time-based equity awards granted during the year plus performance-based equity awards earned during the year, divided by the weighted average total number of shares of common stock outstanding. The burn rate measures the potential dilutive effect of our outstanding equity grants. We define “overhang” as the stock options outstanding but not exercised and outstanding full value awards (which include RSUs and similar awards), plus shares available to be granted as equity awards, divided by the total number of shares of common stock outstanding. The overhang measures the potential dilutive effect of outstanding equity awards plus shares available for grant under our equity compensation plans. The burn rate and overhang figures included below are based on equity awards granted under both the 2016 EIP and the 2006 Stock Plan and available for grant under the 2016 EIP and exclude potential dilution resulting from shares issued pursuant to the 2016 Employee Stock Purchase Plan (the “2016 ESPP”). Effective February 25, 2026, our 2016 ESPP has been amended to remove the automatic share pool increase “evergreen” provision and, in 2024, we removed the automatic share pool increase “evergreen” provision from our 2016 EIP. Although we have previously reported granted PSUs at maximum in our Annual Report on Form 10-K, for purposes of calculating burn rate below, we have included PSU grants at target. The outstanding balance and activity for RSUs and PSUs (measured at target) for the fiscal years 2023 through 2025 is detailed as follows:
Attn: Corporate Secretary
| | Shares Underlying RSUs | Shares Underlying PSUs (at target)1 | | Outstanding balance as of December 31, 2022 | 1,464,666 | 270,505 | | Granted | 902,818 | 268,427 | | Vested or Earned | (621,788) | (24,282) | | Forfeited | (203,666) | (43,559) | | Outstanding balance as of December 31, 2023 | 1,542,030 | 471,090 | | Granted | 614,443 | 124,236 | | Vested or Earned | (483,051) | (62,252) | | Forfeited | (269,002) | (74,858) | | Outstanding balance as of December 31, 2024 | 1,404,420 | 458,216 | | Granted | 651,057 | 148,135 | | Vested or Earned | (501,990) | (144,919) | | Forfeited | (132,994) | (14,771) | | Outstanding balance as of December 31, 2025 | 1,420,493 | 446,662 |
Attn: Corporate Secretary
1.Amounts reported for 2023 reflect PSUs earned based on actual achievement of a compound annual growth rate of unit volume (“Unit Volume CAGR”) metric, over the three-year performance period ending December 31, 2022, pursuant to which 75.1% of the award amount was determined achieved. Amounts reported for 2024 reflect PSUs earned based on actual achievement of a Unit Volume CAGR metric, over the three-year performance period ending December 31, 2023, pursuant to which 88.8% of the award amount was determined achieved. Amounts reported for 2025 reflect PSUs earned based on actual achievement of a Unit Volume CAGR metric pursuant to which: (i) 121.4% of the award amount was determined achieved for all recipients of PSUs except for our CEO, and (ii) following adjustment based on our share price performance relative to the companies comprising the S&P Healthcare Equipment Select Industry Index (TSR Modifier) for PSUs granted over the three-year performance period ending December 31, 2024, 101.1% of the award amount was determined achieved for our CEO.
Three-Year Average Burn Rate Calculation
| Year Ended December 31, | Stock Options Granted | RSUs and PSUs Granted (at target) | Weighted Average Common Shares Outstanding | Annual Burn Rate (%) | | 2025 | — | 799,192 | 32,004,000 | 2.5% | | 2024 | — | 738,679 | 31,196,000 | 2.4% | | 2023 | — | 1,171,245 | 30,528,000 | 3.8% | | | | Three-year average | | 2.9% |
Equity Awards Outstanding
Equity Awards Outstanding
Equity Awards Outstanding
| As of March 15, 2026: | | •There were 32,852,701 total shares of our common stock outstanding. | | •There were 5,140,109 shares available for grant under the 2016 EIP. | | •There were no shares available for grant under the 2006 Stock Plan (the predecessor plan that terminated in connection with the adoption of our 2016 EIP). | | •There were awards outstanding under the 2016 EIP and the 2006 Stock Plan as summarized in the table below. | | •The closing market price of our common stock was $113.00. | | •Outstanding stock options had a weighted average per share exercise price of $59.34 and a weighted average remaining contractual term of 1.8 years. |
Equity Awards Outstanding
Any shares available for grant under the 2016 EIP will be cancelled upon approval of this Proposal 2 by our stockholders. We commit to reduce the new share plan reserve under the 2026 Plan by the number of Interim Awards granted between March 15, 2026 and the Effective Date, unless this Proposal 2 is not approved by our stockholders. The following table shows outstanding equity awards granted under our 2016 EIP and 2006 Stock Plan as of March 15, 2026.
Equity Awards Outstanding
| Plan | Outstanding appreciation awards (options) | Outstanding full value RSU and PSU awards (including PSUs at target) | | 2016 EIP | 83,816 | 1,915,071 | | 2006 Stock Plan | 5,312 | — |
Equity Awards Outstanding
Based on this information, as of March 15, 2026, our outstanding equity awards (not including awards under our 2016 ESPP and calculating outstanding PSUs at target) plus shares available for future grant under our 2016 EIP represented approximately 21.5% of our common stock outstanding, which we refer to as our “overhang.” If our 2026 Plan is approved, and excluding any Interim Awards that may be granted between March 15, 2026 and the Effective Date, we expect our overhang percentage instead to be approximately 11.0%. Accordingly, our Board of Directors believes that the request for 1,690,000 shares (subject to reduction for the number of shares subject to any Interim Awards) is reasonable and prudent. After carefully forecasting our anticipated growth rate for the next few years and considering our historical usage and forfeiture rates, we currently believe that the proposed share reserve under the 2026 Plan will be sufficient for us to make anticipated grants of equity incentive awards under our current compensation program for approximately two to three years. We anticipate making future requests for additional increases in the share reserve periodically so that we can continue to engage with our stockholders and allow them to routinely evaluate the 2026 Plan’s continued effectiveness. Circumstances such as changes in business conditions, our compensation programs, merger and acquisition activity and/or our strategy could alter this projection and our expectations. Good Governance and Compensation Practices The 2026 Plan contains a number of provisions that we believe are consistent with the interests of our stockholders and good corporate governance and compensation practices, including:
Equity Awards Outstanding
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Equity Awards Outstanding
| No evergreen | No excise tax gross ups | | No option repricing without stockholder approval | No automatic single trigger acceleration on a change in control | | No “liberal” recycling of shares (shares withheld for payment of taxes or exercise prices are not added back into 2026 Plan) | No discount options or stock appreciation rights | | No “liberal” change in control definition (a "liberal" definition generally covers a change of more than 50% ownership, a sale of substantially all assets, or an unendorsed change in the majority of the Board of Directors over 12 months) | Minimum one-year vesting requirement | | No dividends on unvested awards | Robust stock ownership guidelines that do not count unexercised stock options and stock appreciation rights or unearned performance shares toward compliance | | Limits on non-employee director cash and equity compensation | CEO's stock options are subject to a one-year holding period |
Equity Awards Outstanding
Awards granted under the 2026 Plan will be subject to our ability to clawback awards under our compensation recovery policies. We have two separate and robust compensation recovery policies applicable to current and certain former executive officers. One is triggered by certain misconduct, which covers all award types, including time-based vesting awards, and one is triggered by an accounting restatement, which is intended to comply with Nasdaq’s listing rules. In addition, our Stock Ownership Guidelines require our CEO to hold 100% of net shares (i.e. shares remaining after shares are sold or netted to pay the exercise price and applicable taxes) of our common stock acquired pursuant to the exercise of stock options. If our CEO holds restricted stock acquired upon early exercise of a stock option, he is required to hold 100% of the net shares acquired pursuant to such exercise until 12 months following the later of the exercise or the vesting of the resulting restricted stock. This holding requirement shall cease to apply upon the CEO’s termination of employment. Purpose of our 2026 Plan Approval of the 2026 Plan will enable us to continue to offer equity awards to attract and retain talented employees, directors, consultants, independent contractors and advisors and further align their interests and those of our stockholders by continuing to link a portion of their compensation with our performance. The 2026 Plan will also reflect the best current compensation practices that implement strong governance-related protections for our stockholders, as described in the “Summary of our 2026 Plan” section of this Proxy Statement below. If approved by our stockholders, the 2026 Plan will be effective on the date of stockholder approval. We intend to register the additional shares authorized under the 2026 Plan under the Securities Act. If our stockholders do not approve the 2026 Plan, the 2026 Plan will not become effective and, following termination of our 2016 EIP, we will not be able to grant stock options, RSUs or other forms of equity incentives and would be forced to consider cash replacement alternatives, and we would likely be required to again seek approval from our stockholders for a new equity incentive plan at a special meeting prior to our 2027 annual meeting of stockholders. Summary of our 2026 Plan The material terms of the 2026 Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the 2026 Plan, which is attached as Appendix B to this Proxy Statement. Background; Purpose. The 2026 Plan was adopted by our Board of Directors on March 31, 2026 and serves as the successor to the 2016 EIP. Subject to our stockholder’s approval, the 2026 Plan will become effective on the date of our Annual Meeting, and will terminate 10 years after the date approved by our Board of Directors. The purpose of the 2026 Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to our success. Eligible Participants. Only employees, including officers and directors who are also employees, are eligible to receive grants of incentive stock options (“ISOs”). All other awards may be granted to any of our employees, directors, consultants, and independent contractors, provided that the grantee renders bona fide services to us. Our Compensation and Human Capital Management Committee determines which individuals will participate in the 2026 Plan. As of March 15, 2026, we had nine executive officers, eight non-employee directors and approximately 2,400 other employees who would be eligible to participate in the 2026 Plan.
Equity Awards Outstanding
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Equity Awards Outstanding
Administration. The 2026 Plan will be administered by the Compensation and Human Capital Management Committee, all of the members of which are non-employee directors under applicable federal securities laws and independent under applicable Nasdaq rules. The Compensation and Human Capital Management Committee will act as the plan administrator and have the authority to construe and interpret the 2026 Plan, grant awards, determine the terms and conditions of awards and make all other determinations necessary or advisable for the administration of the 2026 Plan (subject to the limitations set forth in the 2026 Plan). However, our Board of Directors establishes the terms for the grant of awards to non-employee directors. Our Compensation and Human Capital Management Committee may delegate to a subcommittee or to a committee of one or more executive officers the ability to grant awards to 2026 Plan participants (generally, other than officers or members of the Board of Directors), subject to certain limitations, as permitted by applicable law. Shares Authorized. If the 2026 Plan is approved, it will include 1,690,000 shares available for grant, subject to adjustment to reflect stock splits and similar events. The 2026 Plan pool will be reduced by the Interim Awards. The 2026 Plan does not include an “evergreen” (i.e., automatic annual increase) provision and any future increase in the reserved share pool for the 2026 Plan would require stockholder approval. In addition, any shares subject to awards, including shares subject to awards granted under the 2016 EIP that are outstanding on the Effective Date, that are cancelled, forfeited, repurchased, or expire by their terms without shares being issued will be returned to the pool of shares available for grant and issuance under the 2026 Plan. Upon exercise of a SAR settled in shares, the gross number of shares covered by the portion of the SAR so exercised will cease to be available under the 2026 Plan. Shares that are used to pay the exercise price of any award or withheld to satisfy the tax withholding obligations related to any award shall reduce the number of shares available for issuance under the 2026 Plan and shall not again become available for grant and issuance under the 2026 Plan. To the extent an award under the 2026 Plan is paid out in cash rather than shares, such cash payment will not result in a reduction in the number of shares available for issuance under the 2026 Plan. Shares subject to awards granted by another company and assumed or substituted by the Company, whether in connection with an acquisition of such other company or otherwise (“Substituted Awards”) shall not count against the share reserve and Substituted Awards that are forfeited, terminated repurchased, or surrendered shall not again become available for grant in connection with awards made under the 2026 Plan. Grants to Non-Employee Directors & Annual Compensation Cap. The aggregate value of all compensation provided (including awards granted and cash fees paid by us) to a non-employee director in any fiscal year for services on the Board of Directors will not exceed (x) $750,000 in value (as described below) for continuing non-employee directors, or (y) $1,000,000 in value (as described below) for the fiscal year in which the non-employee director is first appointed or elected (as applicable, the “Non-Employee Director Cap”). The value of awards for purposes of complying with the Non-Employee Director Cap will be determined based on the grant date fair value of such Awards for financial reporting purposes. Any awards granted, or cash compensation paid, to an individual in consideration of services as an employee or in consideration of services as a consultant, will not count for purposes of the Non-Employee Director Cap. Awards under the 2026 Plan may be granted to non-employee directors, may be automatically made pursuant to a policy adopted by the Board of Directors, or made from time to time as determined in the discretion of the Board of Directors. If permitted by the Compensation and Human Capital Management Committee, a non-employee director may elect to receive his or her annual retainer payments and/or meeting fees in the form of cash or awards or a combination thereof, as determined by the Compensation and Human Capital Management Committee. Adjustments. In the event of a stock dividend, an extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, conversion, consolidation, reclassification, spin off, or similar change of our capital or corporate structure without consideration, the number and class of shares available for grant under the 2026 Plan (including as comprised of shares returned to the 2026 Plan due to forfeiture, repurchase or surrender), the exercise prices of and number of shares subject to outstanding awards, and the maximum number of shares that may be issued as ISOs to an individual, will be proportionately adjusted, subject to the various limitations set forth in the 2026 Plan. Award Types. The 2026 Plan will permit us to grant the following types of awards:
Equity Awards Outstanding
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Equity Awards Outstanding
| Award Type | Description | | Stock Options | The 2026 Plan provides for the grant of ISOs and Non-qualified Stock Options (“NQSOs”). ISOs may be granted only to our employees or employees of our parent, subsidiaries and affiliates. NQSOs may be granted to eligible employees, consultants and directors or any of our parent, subsidiaries or affiliates. We are able to issue no more than 5,100,000 shares pursuant to the grant of ISOs under the 2026 Plan. The Compensation and Human Capital Management Committee determines the terms of each option award, provided that ISOs are subject to statutory limitations. The Compensation and Human Capital Management Committee also determines the exercise price for a stock option, provided that the exercise price of an option may not be less than the fair market value of our common stock on the date of grant (with certain additional requirements for certain ISOs). Options granted under the 2026 Plan vest at the rate and/or subject to performance requirements specified by the Compensation and Human Capital Management Committee and such vesting schedule is set forth in the stock option agreement to which such stock option grant relates. The Compensation and Human Capital Management Committee determines the term of stock options granted under the 2026 Plan, up to a term of ten years (with certain additional requirements for certain ISOs). After the option holder ceases to provide services to us, he or she is able to exercise his or her vested option for the period of time stated in the stock option agreement to which such option relates. Generally, the vested option will remain exercisable for three months after an optionee’s cessation of service, except in the case of termination due to death, disability or termination for cause. An option may not be exercised later than its expiration date. | | Restricted Stock Units | RSUs represent the right to receive shares of our common stock, cash, or a combination thereof at a specified date in the future, subject to forfeiture of such right due to termination of employment or failure to achieve specified performance goals. If the RSUs have not been forfeited, then on the date specified in the award agreement we will deliver to the holder of the RSUs shares of our common stock, cash or a combination of our common stock and cash as specified in the applicable award agreement. No RSU will have a term longer than ten years. | | Restricted Stock Awards | A restricted stock award is an offer by us to sell shares of our common stock subject to restrictions that the Compensation and Human Capital Management Committee may impose. These restrictions may be based on completion of a specified period of service with us or upon the achievement of performance goals during a performance period. The Compensation and Human Capital Management Committee determines the price of a restricted stock award. Unless otherwise set forth in the award agreement, vesting will cease on the date the participant no longer provides services to us, and at that time unvested shares will be forfeited to us or subject to repurchase by us. | | Stock Bonus Awards | A stock bonus is an award of shares of our common stock for past or future services to us. Stock bonuses can be granted as additional compensation for performance and, therefore, are not issued in exchange for cash. The Compensation and Human Capital Management Committee determines the number of shares to be issued as stock bonus and any restrictions on those shares. These restrictions may be based on completion of a specified period of service with us or upon the achievement of performance goals during a performance period. Unless otherwise set forth in the award agreement, vesting ceases on the date the participant no longer provides services to us, and at that time unvested shares will be forfeited to us or are subject to repurchase by us. | | Stock Appreciation Rights | Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price of the stock appreciation right. Stock appreciation rights may vest based on time or achievement of performance goals. Stock appreciation rights have a maximum term of ten years from the date they were granted. | | Performance Awards | A performance award is an award of a cash bonus or a bonus denominated in shares or units that is subject to performance factors. The award of performance shares may be settled in cash or by issuance of those shares (which may consist of restricted stock). These awards are subject to forfeiture because of termination of employment or failure to achieve the performance conditions. |
Equity Awards Outstanding
Performance Factors. The Compensation and Human Capital Management Committee may establish performance goals from the following performance criteria, in accordance with Section 28.9 of the 2026 Plan: profit before tax; sales; expenses; billings; revenue; net revenue; earnings (which may include earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA); operating income; operating margin; operating profit; controllable operating profit, or net operating profit; net profit; gross margin; operating expenses or operating expenses as a percentage of revenue; net income; earnings per share; total stockholder return or relative stockholder return; market share; return on assets or net assets; the Company’s stock price; growth in stockholder value relative to a pre-determined index; return on equity; return on invested capital; cash flow (including free cash flow or operating cash flows) or cash flow margins; balance of cash, cash equivalents and marketable securities; cash conversion cycle; economic value added; Individual confidential business objectives; contract awards or backlog; overhead or other expense reduction; credit rating; completion of an identified special project; completion of a joint venture or other corporate transaction; strategic plan development and implementation; succession plan development and implementation; improvement in workforce diversity; employee satisfaction; employee retention; customer indicators and/or satisfaction; new product invention or innovation; research and development expenses; attainment of research and development milestones; improvements in productivity; bookings; working-capital targets and changes in working capital; attainment of operating goals and employee metrics; net new annual contract value; net expansion or growth rate; and any other metric as determined by the Compensation and Human Capital Management Committee.
Equity Awards Outstanding
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Equity Awards Outstanding
One-Year Vesting Restriction. No portion of any award shall vest prior to the first anniversary of the date of grant of the award (the “One Year Minimum”), provided, that (a) vesting may accelerate as determined by the Compensation and Human Capital Management Committee, including but not limited to, in connection with a termination of employment, death, Disability (as defined in the 2026 Plan), or a Corporate Transaction (as defined in the 2026 Plan, generally a change in ownership or effective control of us, or sale of a substantial portion of ours assets) and (b) for purposes of awards to non-employee directors, a vesting period will be deemed to satisfy the One Year Minimum if it runs from the date of one annual meeting of our stockholders to the next annual meeting of our stockholders provided that such annual meetings are at least 50 weeks apart. Notwithstanding the foregoing, up to an aggregate of 5% of the shares reserved from time to time under the 2026 Plan may be granted with a minimum vesting schedule of less than one year. Stockholder Approval Required for Repricing, Exchange and Buyout. Prior stockholder approval is required for the Compensation and Human Capital Management Committee to: (a) reprice options or stock appreciation rights, including pursuant to an exchange program or (b) pay cash or issue new awards in exchange for the surrender and cancellation of any, or all, outstanding awards (which action pursuant to this subsection (b), shall generally require the consent of the respective participants). For the avoidance of doubt, the consent of the affected participants is not required to reduce the exercise price of outstanding options or stock appreciation rights, notwithstanding any adverse tax consequences to them arising from such action, provided written notice is provided to them. Insider Trading; Restatement and Misconduct Compensation Recovery Policies. Each participant who receives an award will comply with any policy we may adopt from time to time covering transactions in securities by our employees, officers and/or directors. We have adopted two separate and robust compensation recovery policies applicable to current and certain former executive officers. One is triggered by certain misconduct, which covers all award types (both performance-based and time-based), and one is triggered by an accounting restatement, which is intended to comply with Nasdaq’s listing rules. In August 2023, our Board of Directors adopted a compensation recovery policy intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as implemented by Nasdaq rules and the SEC’s rules and regulations policy (“Clawback Policy”). The Clawback Policy requires us to recover certain cash or equity-based incentive- based compensation (as defined in the Clawback Policy) paid or granted to our officers, and such additional employees as may be identified from time to time, in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. The Clawback Policy requires each person covered thereby to reimburse or forfeit to us all incentive-based compensation received by them prior to the restatement that exceeds the amount they would have received had their incentive-based compensation been calculated based on the financial restatement. The recovery period extends up to three years prior to the date that it is, or reasonably should have been, concluded that we are required to prepare a restatement. The Clawback Policy applies to incentive-based compensation that is received (as defined in the Clawback Policy) after the effective date of the applicable Nasdaq rules. In August 2023, our Board of Directors also adopted a restated misconduct compensation recovery policy that applies to all award types – both performance-based and time-based -- in the event that a current or former Section 16 Officer violates certain material company policies resulting in demonstrable harm to the company. In such case, the Board of Directors may take such actions as it deems appropriate, including requiring the forfeiture or reimbursement of an amount as reasonably determined by the Board of Directors equal to the amount of demonstrable financial loss, reputational damage or similar adverse impact suffered by the company as a result of the misconduct. Prohibition on Dividend Payments on Unvested Shares. A participant will have no right to payment of stock dividends or stock distributions with respect to unvested shares, and any such dividends or stock distributions will be accrued and paid only at such time, if any, as such unvested shares become vested shares and are no longer subject to restrictions and risk of forfeiture. Change in Control. In the event of a Corporate Transaction, outstanding awards acquired under the 2026 Plan shall be subject to the agreement evidencing the Corporate Transaction, which need not treat all outstanding awards in an identical manner. Such agreement, without the participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards as of the effective date of such Corporate Transaction: (a)awards may be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (b)upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such Corporate Transaction; (c)the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Compensation and Human Capital Management Committee determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by us without payment); (d)the replacement of such award with other rights or property selected by the Compensation and Human Capital Management Committee in its sole discretion; or
Equity Awards Outstanding
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Equity Awards Outstanding
(e)any combination of the foregoing. In the event such successor or acquiring corporation (if any) does not continue, assume, replace, or substitute awards, or settle for awards for their intrinsic value (which may be determined to be zero), as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in the 2026 Plan to the contrary, such awards shall have their vesting accelerate as to all shares subject to such award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction and then such awards will terminate. Notwithstanding the foregoing sentence, Performance Awards shall be governed by the applicable award agreements governing their grant. In the event of Non-Assumption, Performance Awards will accelerate upon the occurrence of a Corporate Transaction pursuant to the first sentence of this paragraph solely if (i) such acceleration upon Non-Assumption is provided under a Performance Award agreement or (ii) if the Performance Award agreement is silent with respect to treatment of the Performance Award the event of a Corporate Transaction. Further, if a Performance Award Agreement is silent with respect to treatment of the Performance Award the event of a Corporate Transaction, then for all purposes of the 2026 Plan provision regarding treatment on a Corporate Transaction, it shall be deemed earned and vested at the greater of (a) 100% of target level performance and (b) actual performance through a date prior to the Corporate Transaction as determined by the Compensation and Human Capital Management Committee. If an award vests in lieu of continuation, assumption, conversion, replacement, substitution or settlement in connection with a Corporate Transaction as provided above, the Compensation and Human Capital Management Committee will notify the participant in writing or electronically that such award will be exercisable for a period of time determined by the Committee in its sole discretion, and such award will terminate upon the expiration of such period without consideration. The Board shall have full power and authority to assign our right to repurchase, right to re-acquire and/or forfeiture rights to such successor or acquiring corporation. Awards need not be treated similarly in a Corporate Transaction, and treatment may vary from award to award and/or from participant to participant. Awards held by non-employee directors shall accelerate in full on a Corporate Transaction. Award Recipients Outside of the United States. In order to comply with the laws in other countries in which we and our subsidiaries and affiliates operate or have employees or other individuals eligible for awards, the Compensation and Human Capital Management Committee will have the power and authority to modify the terms and conditions of any award granted to individuals outside the United States to comply with applicable foreign laws, establish sub-plans and modify exercise procedures and other terms and procedures, and take any action that the Compensation and Human Capital Management Committee determines to be necessary or advisable to comply with any local governmental regulatory exemptions or approvals. Transferability of Awards. Unless the Compensation and Human Capital Management Committee provides otherwise, the 2026 Plan does not allow for the transfer of awards, other than by will or the laws of descent and distribution, and generally only the recipient of an award may exercise it during his or her lifetime. Amendment and Termination. The Board of Directors is permitted to amend or terminate the 2026 Plan at any time, subject to stockholder approval where required. No termination or amendment of the 2026 Plan or any outstanding award shall adversely affect any then outstanding award without the consent of the participant, unless such termination or amendment is necessary to comply with applicable law, regulation or rule. Provided the 2026 Plan is approved by our stockholders at the Annual Meeting, and unless terminated earlier in accordance with its terms, the 2026 Plan will terminate 10 years from March 31, 2026, the date the 2026 Plan was adopted by the Board of Directors. Federal Income Tax Consequences. The following is a general summary under current law of certain U.S. federal income tax consequences to participants who are citizens or individual residents of the United States relating to the types of equity awards that may be granted under the 2026 Plan. This summary deals with the general tax principles and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed. Nonqualified Stock Options, Stock Appreciation Rights. A recipient of an NSO or stock appreciation right will not recognize taxable income upon the grant of those awards. However, the participant will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized on a subsequent disposition of the shares of common stock generally will be short‐term or long‐term capital gain or loss, depending on the length of time the recipient holds the shares. Incentive Stock Options. Neither the grant nor the exercise of an ISO will generally result in any taxable income to the recipient, except that the alternative minimum tax may apply at the time of exercise. The recipient will recognize a capital gain or loss on a later sale or other disposition of such shares provided that he or she does not dispose of such shares within two years from the date the option was granted or within one year after the shares were acquired by the recipient. If the shares are not held for the holding periods described above, the recipient will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price. Any gain or loss recognized on a subsequent disposition of the shares of common stock generally will be short‐term or long‐term capital gain or loss, depending on the length of time the recipient holds the shares.
Equity Awards Outstanding
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Equity Awards Outstanding
Restricted Stock Units. A holder of RSUs does not recognize taxable income when the RSUs are granted. The recipient of the award generally will recognize ordinary income in each year in which the units vest in an amount equal to the fair market value of the shares of common stock received. Any gain or loss recognized on a subsequent disposition of the shares of common stock generally will be short‐term or long‐term capital gain or loss, depending on the length of time the recipient holds the shares. Other Awards. The grant of Restricted Stock Awards, Stock Bonus Awards and Performance Awards will generally not be a taxable event. Generally, the recipient will recognize ordinary income equal to the excess of the fair market value over the price paid, if any, in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture (unless, with respect to an award of restricted stock, the recipient elects to accelerate recognition as of the date of grant). In each of the foregoing cases, we will generally have a corresponding deduction at the time the participant recognizes ordinary income, subject to Section 162(m) of the Code and the relevant income tax regulations. Section 162(m) places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. We may from time to time pay compensation to our executives that may not be deductible if the Compensation and Human Capital Management Committee believes that doing so is in the best interests of our stockholders. ERISA Information. The 2026 Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). New Plan Benefits Our NEOs and members of the Board of Directors have an interest in this proposal by virtue of them being eligible to receive equity awards under the 2026 Plan. No awards have been made under the 2026 Plan, and no awards have been granted that are contingent on the approval of the 2026 Plan. Awards under the 2026 Plan would be made at the discretion of the Compensation and Human Capital Management Committee or the Board of Directors, or, subject to the terms of the 2026 Plan and applicable law, its delegate. Therefore, the benefits and amounts that will be received or allocated under the 2026 Plan in the future are not determinable at this time. Currently, our non-employee directors are entitled to receive cash and equity compensation for their service as directors as described above under the “Non-Employee Director Cash and Equity Compensation” section of this Proxy Statement. Vote Required The approval of the 2026 Plan requires the affirmative vote of a majority of the votes properly cast by the holders of shares present or represented by proxy at the meeting. Neither abstentions nor broker non-votes will be counted as votes cast for or against this proposal.
Equity Awards Outstanding
| | The Board of Directors recommends a vote 'FOR' the approval of our 2026 Equity Incentive Plan. |
Equity Awards Outstanding
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Equity Awards Outstanding
| Proposal No. 3 Approval of the Adoption of the Amended and Restated Certificate of Incorporation of iRhythm Technologies, inc. to Remove a Pass-Through Voting Provision |
Equity Awards Outstanding
Proposal No. 3 Approval of the Adoption of the Amended and Restated Certificate of Incorporation of iRhythm Technologies, Inc. to Remove a Pass-Through Voting Provision
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
| | | Pay Element | Description | 2025 Committee Action | | | What we did for 2026 | | ◄ FIXED ► | ◄ SHORT-TERM ► | Base Salary and Benefits | •Fixed compensation program with salaries reviewed annually and adjusted as appropriate •Benefit packages that are market competitive and generally 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. CEO did not receive a base pay increase for 2025. As a result, we made certain salary increases that ranged from 0% to 5.9% effective in 2025. | | | •CEO receives first base pay increase in two years ($100K or 14.3% year-over-year increase) •Base pay aligned to market median | | ◄ AT RISK / VARIABLE ► | | Short-term Incentive Plan (STI) | The 2025 annual cash bonus plan is based on actual corporate performance as measured against pre-established 2025 target goals that include: •50% Weighting: Total Revenue •40% Weighting (increased from 25% in 2024): Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) •10% Weighting: Strategic Objective: FDA Remediation •Individual performance multiplier (0-200%) •Final payout capped at 200% of Target | 173% Corporate Performance for 2025 Performance measures included: •Revenue, Adjusted EBITDA, and strategic objective 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 173% to 200% of target | | | •CEO short-term incentive target increase from 100% to 110% •Updated Strategic Objective to include Product Innovation to drive critical 2026 initiatives •Maintain STI performance goal weighting based on the Committee’s assessment and stockholder feedback that our STI is well-balanced to incentivize corporate performance | | | ◄ LONG-TERM ► | Long-term Incentive Plan (LTI) | The 2025 annual long-term incentive award for the NEOs continued to be equally split between RSU awards and PSU awards | | | | •No change to CEO long-term incentive award split between RSUs and PSUs | | | | | RSUs – 50% of Opportunity •Opportunity to earn shares of our common stock if the employee remains with the company over the four-year vesting period of the award •Rewards stock price appreciation and tenure | 2025 RSU Structure: Consistent with prior year. | | | 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) | 2025 PSU Structure: Consistent with prior year 2023 – 2025 PSU Cycle Achievement •NEOs earned 162.2% based on the CAGR performance metric at 129.8% and TSR in the 84th percentile, resulting in a 125% TSR modifier. | | | 2025 – 2027 PSU Cycle •Maintain LTI performance goal weighting based on the Committee’s assessment and stockholder feedback that our LTI is well-balanced to incentivize corporate performance | | | | | | Threshold | Target | Maximum | | | | | | | 15% | 20% | 25% | | | | | | | Achieved a 3-year CAGR of 21.5% | | | | | | | Special One-Time Equity Awards | | The Committee did not make any special equity awards in 2025 | | | The Committee is committed to no special awards absent extraordinary circumstances or to recruit new hires |
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, 2025 using our year-end stock price of $177.44 per share and, for the PSUs that have not completed the performance period, using a performance multiplier reflecting estimated performance as of December 31, 2025. 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 charts reflect 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 wanted to achieve quickly), and long- term incentive compensation opportunities are provided in the form of equity awards, certain of which include three 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:
CEO's Realized and Realizable Compensation
| | What We 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”) Policies - Nasdaq Policy & Misconduct Policy. 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 from 2016 EIP and declined share increase in 2024. We are committed to responsible management of our equity incentive plan: we both declined the 2024 evergreen share pool increase and removed the evergreen provision entirely for our 2016 EIP in 2024. •Regularly engage with stockholders on compensation and governance matters. We seek to understand what is important to our stockholders and strive to be responsive to their feedback. | | | What We Don’t Do | | •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 excessive 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 Benefits. Our NEOs participate in broad-based company-sponsored welfare benefit programs on the same basis as our employees generally. •No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments on “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. |
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.
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 2025, the Committee engaged Aon from January 1 to May 28 and Mercer from May 29 forward to serve as its independent consultant to advise on executive compensation matters. Our compensation consultant'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 compensation consultant's advice are key components of the Committee’s process to determine appropriate and competitive compensation for our NEOs. For 2025, Aon and Mercer 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 short-term incentive plan (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 statements; •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 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 change in control and severance policy review; •conducting executive perquisites benchmark and analysis; •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 each of our compensation consultant’s engagement include reporting directly to the Committee. Each of our compensation consultants, as applicable, coordinate with the management team for data collection and job matching for our executive officers. In 2025, compensation consultant also provided non-executive compensation consulting services. The Committee evaluated each of the compensation consultant's independence pursuant to the listing standards of The Nasdaq Stock Market and the relevant SEC rules and determined that both Aon and Mercer were 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.
Role of Compensation Consultant
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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 |
Role of Compensation Consultant
In August 2024, the Committee reviewed and updated the compensation peer group for use in 2025 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 2025 compensation:
Role of Compensation Consultant
| 2025 Peer Group | | | | Alphatec1 (Nasdaq: ATEC) | Insulet Corporation (Nasdaq: PODD) | Natera Inc. (Nasdaq: NTRA) | | AtriCure, Inc. (Nasdaq: ATRC) | Integra LifeSciences (Nasdaq: IART) | Penumbra, Inc. (NYSE: PEN) | | Fulgent Genetics, Inc. (Nasdaq: FLGT) | Lantheus Holdings, Inc. (Nasdaq: LNTH) | ResMed, Inc (NYSE: RMD) | | Globus Medical, Inc. (NYSE: GMED) | LivaNova PLC (Nasdaq: LIVN) | Tactile Systems Technology. (Nasdaq: TCMD) | | Inspire Medical Systems, Inc. (NYSE: INSP) | Masimo Corporation (Nasdaq: MASI) | Tandem Diabetes Care, Inc. (Nasdaq: TNDM) |
Role of Compensation Consultant
1.Indicates new peer company in 2025. Removals from the 2024 Peer Group included: Axonics (acquired by Boston Scientific), Nevro (acquired by Globus Medical), Inari Medical (acquired by Stryker Corporation), and Shockwave Medical (acquired by Johnson & Johnson). 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.
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 and strategic objectives | | Time-based Restricted Stock Units (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 stock price appreciation | | Performance-based Restricted Stock Units (PSUs) | 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 |
Compensation Risk Assessment
In 2025, we also provided certain post-employment severance, change in control protections, as described below under “Post-Employment Compensation Arrangements,” certain executive retirement vesting provisions, 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.
Annual Cash Bonus
Annual Cash Bonus
Annual Cash Bonus
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Annual Cash Bonus
In February 2025, the Committee approved the 2025 Annual Bonus Plan to provide cash incentives to meet or exceed the financial objectives set forth in our 2025 annual operating plan as well as strategic and individual performance measures. The final bonus payments are funded based on our level of achievement with respect to corporate performance goals and individual performance. 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. Mr Patterson's 2025 annual bonus target increase of 5% (from 70% to 75%) is to align the scope of his responsibilities (e.g., US and International commercial sales, marketing and commercial partnerships, etc) with stockholder interest and competitive market data. The target bonus opportunity of the NEOs for 2024 and 2025 were as follows:
Annual Cash Bonus
| NEO | 2024 Annual Bonus Plan Target (% of Salary) | 2025 Annual Bonus Plan Target (% of Salary) | | Quentin Blackford | 100% | 100% | | Daniel Wilson | 60% | 60% | | Patrick Murphy | 60% | 60% | | Chad Patterson | 70% | 75% | | Minang (Mintu) Turakhia, M.D., M.S. | 60% | 60% |
Corporate Performance Measures
Corporate Performance Measures The 2025 Annual Bonus Plan maintained two financial performance measures—Revenue (weighted 50%) and Adjusted EBITDA (weighted 40%)– and added a new Strategic Objective of FDA Remediation (weighted 10%). The Committee determined to increase the weighting of Adjusted EBITDA from 25% for 2024 to 40% for 2025 to prioritize the achievement of top line goals in a cost-effective and efficient manner. The Committee added the new “Strategic Objective” focused on FDA remediation to focus the leadership team on a critical near-term goal. The Committee believed these three 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. 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 and business-critical objectives. For purposes of the 2025 Annual Bonus Plan: •“Revenue” means GAAP revenue as reported in our audited financial statements; •“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, certain intellectual property litigation expenses and settlements, 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; and •"Strategic Objective: FDA Remediation" is defined as seven remediation pillars aligned to iRhythm’s FDA Remediation Plan pillar timeline. To receive threshold or target payout, pillar remediation must be confirmed complete within 30-days of the designated timeline. To achieve maximum payout, all seven pillars must be confirmed complete on time (by an independent third party) and the Company must notify FDA of "Ready to Audit." The Committee set the following performance levels, payout percentages and targets and weightings for the corporate performance measures for the 2025 Annual Bonus Plan as follows:
Corporate Performance Measures
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Corporate Performance Measures
| | Threshold Payout % | Target Payout % | Maximum Payout % | Weighting | | Performance Level | 50% | 100% | 200% | | | Revenue | $630.0 | $680.0 | $730.0 | 50% | | Adjusted EBITDA | $45.5M | $61.2M | $77.5M | 40% | | Strategic Objective: FDA Remediation | 4 to 6 Pillars Confirmed on-time | All 7 Pillars Confirmed on-time | All 7 Pillars Confirmed on-time and FDA notified “Ready to Audit” by 12/31/2025 | 10% |
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 Revenue and Adjusted EBITDA will be calculated by linear interpolation. For actual performance of the Strategic Objective, the percentage payout between threshold and maximum is step based (payouts defined as 0%, 50%, 100% or 200%) and not linear interpolation.
Individual Performance Factor
| Base Salary $X | Target Bonus %X | Corporate Performance Factor (50% Revenue / 40% EBITDA / 10% Strategic Objective)X | Individual Performance Modifier | = | Final Payout Max Payout Capped at 200% of Target |
Incentive Award Payouts Reflect Performance
Incentive Award Payouts Reflect Performance Our program goals are directly tied to our strategic goals of:
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 |
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 compound annual growth rate of unit volume ('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 three year performance period.
Incentive Award Payouts Reflect Performance
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Incentive Award Payouts Reflect Performance
Section 5 Compensation Decisions and Outcomes Key Compensation Decisions for 2025 In 2025, only one adjustment was made to annual incentive opportunities — a 5% modification for one NEO, as discussed in Section 4. The Annual Bonus Plan reflected strong corporate performance, achieving 173% of target, while PSUs with a performance cycle ending December 31, 2025, paid out at 162.2%. No special equity incentive awards were granted to any of our executives. Taken together, these outcomes demonstrate that our incentive compensation programs appropriately align payouts with company, financial, and stock price performance, as well as individual contributions of our NEOs. Annual Bonus Plan Performance In February 2026, the Committee determined the achievement, and corresponding payment levels, with respect to the corporate performance measures under the 2025 Annual Bonus Plan were as follows:
Incentive Award Payouts Reflect Performance
| Performance Measure | Weighting | Actual (in $ million) | Payout % | Final Weighted Payout % | | Revenue | 50% | $747.1M | 200% | 100% | | Adjusted EBITDA1 | 40% | $71.9M | 158% | 63% | | Strategic Objective | 10% | Target | 100% | 10% | | | | Final Corporate Factor | | 173% |
Incentive Award Payouts Reflect Performance
1. Adjusted EBITDA actual performance, as presented, excludes $3.0 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 2025 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 173% to determine the final bonus payout for the 2025 Annual Bonus Plan. In determining the awards for the NEOs, the Committee also evaluated the collective and individual performance of the CEO and other NEOs, noting accomplishments in areas spanning our strategic pillars of Customer Growth and Experience, Accelerating Innovation, Operational Excellence, People and Culture, and Stakeholder Outcomes. Below is a summary of goals and key accomplishments of our CEO and other NEOs considered by the Committee when determining their overall individual performance.
Incentive Award Payouts Reflect Performance
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Incentive Award Payouts Reflect Performance
| Quentin Blackford, President, Chief Executive Officer and Director | | During fiscal year 2025, iRhythm advanced its strategic priorities under the leadership of Mr. Blackford. The Company focused on strengthening commercial execution, reinforcing quality and operational discipline, and investing in innovation to support long term growth and improved patient outcomes. Strategic priorities in 2025 included: •Accelerating commercial momentum in iRhythm's core market while expanding access through primary care and emerging channels; •Completing all FDA remediation efforts and strengthening regulatory compliance; and •Improving financial performance, operational efficiency, and cash generation. | | Actions taken during fiscal year 2025 | | In support of these priorities, management strategically: •Increased focus on commercial execution across the U.S. core business and invested in expansion into primary care and additional customer channels; •Implemented initiatives to improve operational efficiency and financial discipline; and •Continued investment in clinical evidence, data capabilities, and digital integration to support adoption and differentiation. | | Results achieved in fiscal year 2025 | | As a result of these actions, the Company: •Generated full year revenue of $747.1 million, representing 26.2% year over year growth, exceeding financial targets; •Achieved positive free cash flow for the first time in iRhythm's history, with adjusted EBITDA margin of 9.2%, a 1,050-basis point improvement compared to full year 2024; •Completed all FDA remediation activities, including fulfillment of “above and beyond” commitments related to quality management system improvements; •Developed predictive tools leveraging Eversana data through a partnership with Lucem Health to enable identification of patients at risk for clinically relevant arrhythmias; and •Continued progress in commercial reach and customer engagement across established and emerging channels. | | Patient Focus and Innovation | | With the objective of expanding access to care and improving patient outcomes through innovation and clinical evidence, management: •Advanced the U.S. core business, expanded internationally, and entered adjacent diagnostic markets; •Continued investment in interoperability, including EHR integrations with Epic Aura; •Advanced clinical evidence through the AMALFI randomized trial and the AVALON study, •Completed the transition of long-term continuous monitoring home enrollment to Zio monitor; •Advanced international expansion efforts, including growth in Japan; and •Entered a partnership with an external sleep independent diagnostic testing facility to enable home sleep test prescriptions. |
2025 Key Achievements of Named Executive Officers
| NEO | Base Salary (December 31, 2025) | Target Bonus % | Corporate Performance Factor | Individual Performance Factor | | Resulting Payout | Percent of Target | | Quentin Blackford | $700,000x | 100%x | 173%x | 112% | = | $1,350,000 | 193% | | Daniel Wilson | $450,000x | 60%x | 173%x | 105% | = | $490,500 | 182% | | Patrick Murphy | $468,650x | 60%x | 173%x | 100% | = | $486,500 | 173% | | Chad Patterson | $500,000x | 75%x | 173%x | 116% | = | $750,000 | 200% | | Minang (Mintu) Turakhia, M.D., M.S. | $480,000x | 60%x | 173%x | 105% | = | $523,200 | 182% |
2025 Key Achievements of Named Executive Officers
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 2025, the Committee evaluated all of the foregoing when designing the company’s long-term incentive program structure with input from our compensation consultant. •2025 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 50-50 RSU-PSU split 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.
2025 Key Achievements of Named Executive Officers
•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 (based on actual achievement) 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 NEOs in 2025 are set forth in the “2025 Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” later in the proxy document.
Annual Long-Term Incentive (LTI) Awards
Annual Long-Term Incentive (LTI) Awards In February 2025, 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 granted long-term incentive compensation in the form of 50% PSU awards and 50% RSU awards to the executive officers including the NEOs, and 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 2025 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:
Annual Long-Term Incentive (LTI) Awards
| NEO | Target Value RSUs | Number of Units1 RSUs | Target Value PSUs | Number of Units1 PSUs | Total Annual LTI | | Quentin Blackford | $4,300,000 | 38,599 | $4,300,000 | 38,599 | $8,600,000 | | Daniel Wilson | $1,000,000 | 8,976 | $1,000,000 | 8,976 | $2,000,000 | | Chad Patterson | $1,350,000 | 12,118 | $1,350,000 | 12,118 | $2,700,000 | | Patrick Murphy | $1,000,000 | 8,976 | $1,000,000 | 8,976 | $2,000,000 | | Minang (Mintu) Turakhia, M.D., M.S. | $1,250,000 | 11,220 | $1,250,000 | 11,220 | $2,500,000 |
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.
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 interests. 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 stockholders’ objectives.
Performance Stock Unit (PSU) Awards
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Performance Stock Unit (PSU) Awards
| | PSU Awards: 2024-2026 Cycle | PSU Awards: 2025-2027 Cycle | PSU Awards: 2026-2028 Cycle | | The actual number of PSUs that will be eligible to vest will be determined based on our Unit Volume CAGR results measured for the performance period | Yes | Yes | Yes | | Performance Period | •3-Years •Beginning January 1, 2024, and ending on December 31, 2026 | •3-Years •Beginning January 1, 2025, and ending on December 31, 2027 | •3-Years •Beginning January 1, 2026, and ending on December 31, 2028 | | PSUs earned based on the Unit Volume CAGR will be adjusted based on achievement of our TSR 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 |
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 is 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 measure target has sufficient stretch and ensured that participants would not be rewarded below a minimum growth target.
Unit Volume CAGR
| PSU cycle dates | 2021-2023 | 2022-2024 | 2023-2025 | Three-year average | | CAGR performance % to target | 94.3% | 106.1% | 107.5% | 102.6% | | Actual achieved payout performance | 88.8% | 121.4% | 129.8% | 113.3% |
Relative TSR Modifier
Relative TSR Modifier 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:
Relative TSR Modifier
| Company TSR Percentile Rank | Earned PSUs Adjustment | | At or below 25th Percentile | Decrease by 25% | | At 50th Percentile | No Change | | At or above 75th Percentile | Increase by 25% |
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. 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.
PSU Awards: 2023-2025 Cycle Final Payout
PSU Awards: 2023-2025 Cycle Final Payout In February 2026, the Committee certified the performance metric achievement of the company’s Unit Volume CAGR for the performance period commencing on January 1, 2023, and ending on December 31, 2025. The Unit Volume CAGR performance metric applied to all NEOs with a 2023 – 2025 PSU grant. The Unit Volume CAGR goals for the 2023-2025 PSU cycle were: a Threshold of 15% CAGR, Target of 20% CAGR, and Max of 25% CAGR. Actual performance of the Unit Volume CAGR was 21.5%, resulting in a Unit Volume CAGR performance of 129.8%. The TSR modifier peer group S&P Healthcare Equipment Select Industry Index performance percentile ranking at the end of the measurement period was 84th and resulted in a payout of 125%. Based on the Unit Volume CAGR performance and TSR modifier, the actual payout for the 2023 – 2025 PSU grant is 162.2%.
PSU Awards: 2023-2025 Cycle Final Payout
| Executive Name | Target PSUs (#) | Actual Payout % | Actual Earned PSUs (#) | | Quentin Blackford | 28,775 | 162.2% | 46,687 | | Daniel Wilson | 5,801 | 162.2% | 9,412 | | Chad Patterson | 10,674 | 162.2% | 17,318 | | Patrick Murphy | 9,282 | 162.2% | 15,060 | | Minang (Mintu) Turakhia, M.D., M.S. | 9,282 | 162.2% | 15,060 |
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 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.
PSU Awards: 2023 Special Strategic Equity Awards
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PSU Awards: 2023 Special Strategic Equity Awards
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.
RSU Awards
RSU Awards The 2025 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, 2026, 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. Benefits Our NEOs are eligible to receive the same benefits available to all employees generally, subject to the satisfaction of specific eligibility requirements. These benefits include medical, dental, and vision benefits, employee assistance program, basic life insurance, accidental death and dismemberment insurance, short- and long-term disability insurance, flexible spending accounts, and commuter benefits. In structuring these programs, we seek to provide an aggregate level of benefit offerings comparable to similar companies, compliant with applicable laws, and affordable to employees. We continue to maintain a tax-qualified Section 401(k) retirement savings plan (the “401(k) Plan”) that provides eligible employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. In 2025, we offered eligible participants a discretionary matching contribution to the 401(k) Plan. We may make an employer contribution to each eligible employee each year—all participants’ interests in the matching contributions vest immediately from the time of contribution. Pre-tax contributions are allocated to each participant’s account and invested in selected investment alternatives according to the participants’ directions. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code (the “Code”). As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are not taxable to employees until distributed from the 401(k) Plan. All contributions are deductible by us when made. Perquisites and Other Personal Benefits We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, in 2025 we did 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. 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. Post-Employment Compensation Arrangements We maintain an Amended and Restated Executive Change in Control and Severance Policy, which was recently amended and restated in October 2025 (the “Executive CIC Policy”). The Executive CIC Policy provides severance and change in control payments and benefits to all Vice Presidents and above, including our NEOs. The Executive CIC Policy sets forth the rights of the executives with respect to the receipt of payments and benefits upon an involuntary termination of employment, including an involuntary termination of employment in connection with a change in control of the company. We believe that reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executives. The Committee does not consider the specific amounts payable under these post-employment compensation arrangements, however, when determining the annual compensation of our executive officers, including our NEOs. The Executive CIC Policy serves several objectives. It reduces the need to negotiate post-employment compensation arrangements on a case-by-case basis. It acts as an incentive for our executives to remain employed with us and stay focused on their responsibilities during the potential or negotiation of a change-in-control transaction, which preserves the company value and the potential benefits to
RSU Awards
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RSU Awards
be received by the stockholders from the transaction. Finally, it supports administrative efficiency because it requires less time and expense to administer than individual agreements. The post-employment compensation arrangements are designed to provide reasonable compensation to the executives if their employment is terminated under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. These post-employment compensation arrangements also contain certain specified payments and benefits in the event of an involuntary termination of employment in connection with a change in control of the company. We believe these arrangements align the interests of the NEOs and the stockholders when considering the long-term future of the company. The primary purpose of these arrangements in the case of a change in control of the company is to keep the most senior executive officers focused on pursuing all corporate transactions that are in the best interest of the stockholders regardless of whether those transactions may result in their own job loss. In determining payment and benefit levels under the various circumstances covered by the post-employment compensation arrangements with the executives, the Committee has drawn a distinction between resignations for good reason, involuntary terminations of employment for cause and involuntary terminations of employment without cause, both in connection with and not involving a change in control of the company. All payments and benefits in the event of a change in control of the company are payable only if there is a subsequent loss of employment (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention power following a change in control of the company and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction. In the event of a change in control of the company, to the extent Section 280G or 4999 of the Code is applicable to an executive officer, including a NEO, such individual is entitled to receive either payment of the full amounts specified in the Executive CIC Policy to which he or she is entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in him or her receiving a higher amount after taking into account all federal, state and local income, excise and employment taxes. We do not provide excise tax payments (or “gross ups”) relating to a change in control of the company and have no such obligations in place with respect to any of our executive officers, including the incumbent NEOs. For detailed descriptions of the post-employment compensation arrangements maintained with the incumbent NEOs, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments upon Termination or Change in Control” below. We also provide continued equity award vesting for the company’s employees at the level of Senior Vice President and above who terminate employment upon or after satisfying an “age plus required number of years of service” requirement. To be eligible for this benefit, the executive must have at least 70 years of combined age plus years of service with a minimum of 5 years of service or must be minimum age 55 with minimum 10 years of service. The executive must also provide a 12-month notice period to allow orderly transition of duties. If all requirements are satisfactorily met, then post-retirement the executive will continue to vest in all RSUs according to time-based vesting schedule and all PSU awards will be measured based on actual achievement at end of the applicable performance period and the resulting “achieved” PSUs will vest on a prorated basis based on the amount of time served during the performance period. Additionally, this program excludes any RSUs or PSUs granted within the one-year period prior to the executive’s retirement date. None of our NEOs currently meet the age and services requirements. Potential Payments Upon Termination or Change in Control
Executive CIC Policy
Executive CIC Policy On October 29, 2025, the Board of Directors, approved the amendment and restatement of our existing Executive Change in Control and Severance Policy. The restatement was to make certain enhancements to more closely align with our peer group and market practices in the event of certain qualifying terminations of employment, both outside of and in connection with a change in control of the Company. Qualifying Termination in connection with a Change of Control. Under the Executive CIC Policy, if, within the period commencing on a "change in control" and ending 24 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 18 months for Messrs. Wilson, Murphy, Patterson and Turakhia;
Executive CIC Policy
| | Termination of Employment No Change-of-Control | | | | Termination of Employment Change-of-Control | | | | | | Named Executive Officer | Severance Payment ($) | Medical Benefits Continuation ($) | Bonus ($) | Total ($) | Severance Payment ($) | Medical Benefits Continuation ($) | Accelerated Vesting of Equity Awards ($)1 | Bonus ($) | Total ($) | | Quentin Blackford | 1,050,000 | 46,979 | 1,050,000 | 2,146,979 | 1,400,000 | 88,718 | 49,406,983 | 1,400,000 | 52,295,701 | | Daniel Wilson | 450,000 | 31,319 | 270,000 | 751,319 | 675,000 | 39,149 | 8,856,548 | 405,000 | 9,975,697 | | Patrick Murphy | 468,650 | 36,739 | 281,190 | 786,579 | 702,975 | 45,923 | 13,802,608 | 421,785 | 14,973,291 | | Chad Patterson | 500,000 | 31,319 | 375,000 | 906,319 | 750,000 | 39,149 | 17,109,103 | 562,500 | 18,460,752 | | Minang (Mintu) Turakhia, M.D., M.S. | 480,000 | 34,514 | 288,000 | 802,514 | 720,000 | 43,143 | 15,442,004 | 432,000 | 16,637,147 |
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, 2025, and (i) for performance periods commencing prior to 2025, actual Unit Volume CAGR performance over the 12-month period prior to December 31, 2025, or (ii) for the performance period commencing in 2025, target Unit Volume CAGR performance. The 2023 Special Strategic Equity Award achievement was based on TSR as of December 31, 2025, as well as actual performance of the applicable operational goals as of December 31,2025.
Executive CIC Policy
1. Excludes any incentive compensation. 2. Excludes any retainers for committee service, chair fees, travel expenses, reimbursements or per meeting fees (if any). Ownership levels are determined by including (i) shares of common stock owned directly (or by immediate family members residing in the same household) or beneficially owned in a trust, limited partnerships, or similar entities for the sole benefit of the participant; (ii) vested shares or vested RSUs held in a retirement or deferred compensation account; and (iii) shares subject to vested or unvested time-based RSUs. Shares subject to outstanding and unexercised stock options (whether vested or unvested) do not count toward these stock ownership requirements. Non-employee directors and executives are expected to achieve the applicable level of ownership within five years from the date the applicable individual becomes a non-employee director or an executive of the company.
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 2025, (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 annual total 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 2025: •the annual total compensation of Quentin Blackford was $11,003,163; and •the estimated median of the annual total compensation of all employees of our company, other than Mr. Blackford, was $113,889. Based on this information, for 2025 the ratio of the annual total compensation of Mr. Blackford to the median of the annual total compensation of all employees was 96.6 to 1. The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported. In 2023, we identified the median employee from our employee population in accordance with SEC rules implementing the Dodd-Frank Act. As permitted by SEC guidance, we have continued to use this same median employee for the three-year period beginning in 2023. We believe this approach is appropriate as there have been no material changes to our employee population or compensation programs that would significantly impact the pay ratio calculation. 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 “2025 Summary Compensation Table.”
Policies and Practices Related to the Grant of Certain Equity Awards
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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:
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 |
Policies and Practices Related to the Grant of Certain Equity Awards
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Policies and Practices Related to the Grant of Certain Equity Awards
Compensation Tables 2025 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 December 31, 2025, 2024, and 2023.
Policies and Practices Related to the Grant of Certain Equity Awards
| Name and Principal Position | Year | Salary ($)6 | Stock Awards ($)1,2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total ($) | | Quentin Blackford; President and Chief Executive Officer | 2025 | 700,003 | 8,919,457 | 1,350,000 | 33,703 | 11,003,163 | | | 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 | | Daniel Wilson; Chief Financial Officer5 | 2025 | 446,162 | 2,074,174 | 490,500 | 33,537 | 3,044,373 | | | 2024 | 455,661 | 1,789,065 | 257,550 | 36,598 | 2,538,874 | | Patrick Murphy; Chief Business Officer and Chief Legal Officer | 2025 | 468,645 | 2,074,174 | 486,500 | 32,198 | 3,061,517 | | | 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 | | Chad Patterson; Chief Commercial Officer | 2025 | 495,962 | 2,800,227 | 750,000 | 33,448 | 4,079,637 | | | 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 | | Minang (Mintu) Turakhia, M.D., M.S.; Chief Medical and Scientific Officer, and EVP, Advanced Technologies | 2025 | 478,587 | 2,592,718 | 523,200 | 31,298 | 3,625,803 | | | 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 |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (“CAP”), Company Total Stockholder Return (“TSR”) and Peer TSR
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (“CAP”), Company Total Stockholder Return (“TSR”) and Peer 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 and peer TSR over the five most recently completed fiscal years.
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.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)
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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.