Business Context and Reporting Period
This Form 8-K filing by iRhythm Technologies, Inc. (referred to as Irhythm Holdings, Inc. in metadata) was filed on February 27, 2019. The report details the Board of Directors' approval of new compensation arrangements for Named Executive Officers (NEOs) effective February 24, 2019, for fiscal year 2019.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation adjustments.
Material Changes
The Board approved new base salaries and annual target bonus opportunities for fiscal year 2019. Additionally, NEOs were granted Performance-Based Restricted Stock Units (PRSUs) tied to revenue metrics over approximately two years. Vesting of PRSUs ranges from 0% to 200% of the target based on performance achievement.
Guidance, Outlook, and Management Commentary
There is no financial guidance or outlook provided in this filing. Management commentary is limited to the rationale for the compensation adjustments, noting they were made upon the recommendation of the Compensation Committee and in consultation with an independent consultant, Compensia, Inc.
Executive Compensation Details
| Name | Title | Annual Base Salary (FY2019) | Annual Target Bonus (FY2019) | PRSUs Granted |
|---|---|---|---|---|
| Kevin M. King | President, CEO, Director | $609,000 | $609,000 | 50,040 |
| Matthew C. Garrett | CFO | $386,950 | $232,170 | 17,254 |
| Karim Karti | COO | $463,500 | $417,150 | 34,510 |
| David A. Vort | EVP, Sales | $375,000 | $281,250 | 17,254 |
| Mark J. Day | EVP, R&D | $348,400 | $139,360 | 13,804 |
Key Facts for Investor Verification
- Verify the specific revenue metrics and performance periods defined for the PRSU vesting conditions.
- Confirm the total equity dilution impact of the 132,862 PRSUs granted across all NEOs.
- Review the Executive Incentive Compensation Plan (Exhibit 10.5 to Form S-1) for detailed bonus calculation methodologies.
- Note that this filing contains no operational or financial performance data for the period.