irtc-8k_20190227.htm

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2019, the Board of Directors (the “Board”) of iRhythm Technologies, Inc. (the “Company”), upon recommendation of its Compensation Committee (the “Committee”) and in consultation with the Company’s independent compensation consultant, Compensia, Inc. (“Compensia”), approved various compensation arrangements for the Company’s named executive officers (the “NEOs”).

The Committee approved new base salary and bonus opportunity targets for fiscal year 2019 for the NEOs. The table below sets forth the annual base salary and annual target bonus for the NEOs that is effective as of February 24, 2019. The bonus amounts will be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company’s Executive Incentive Compensation Plan, which was filed with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 on October 7, 2016.

In addition, NEOs were granted performance-based RSUs (“PRSUs”). The PRSUs will become eligible to vest upon the achievement of designated revenue metrics that will be measured over specified performance periods covering approximately two years. Upon any PRSUs becoming eligible to vest based on the performance criteria (“Eligible PRSUs”), the Eligible PRSUs will be scheduled to vest as to 100% of the Eligible PRSUs following the end of the applicable performance period. A maximum of 200% of the target number of Shares subject to the PRSUs may vest based on maximum achievement of the applicable performance criteria.

Name	Title	Annual Base Salary for Fiscal Year 2019		Annual Target Bonus for Fiscal Year 2019		Performance Based Restricted Stock Units Granted
Kevin M. King	President, Chief Executive Officer and Director	$	609,000	$	609,000		50,040
Matthew C. Garrett	Chief Financial Officer	$	386,950	$	232,170		17,254
Karim Karti	Chief Operating Officer	$	463,500	$	417,150		34,510
David A. Vort	Executive Vice President, Sales	$	375,000	$	281,250		17,254
Mark J. Day	Executive Vice President of Research & Development	$	348,400	$	139,360		13,804

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IRHYTHM TECHNOLOGIES, INC.

Date: March 4, 2019	By:	/s/ Kevin M. King
		Kevin M. King
		Chief Executive Officer