IRHYTHM TECHNOLOGIES, INC., DEF 14A filed on 4/12/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name IRHYTHM TECHNOLOGIES, INC.
Entity Central Index Key 0001388658
v3.23.1
Pay vs Performance Disclosure - USD ($)
4 Months Ended 5 Months Ended 12 Months Ended 15 Months Ended 102 Months Ended
Oct. 03, 2021
May 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2022
Jan. 11, 2021
Pay vs Performance Disclosure [Table]              
Pay vs Performance [Table Text Block]    
Year
Summary Compensation Table Total for Kevin King1
($)
Summary Compensation Table Total for Michael Coyle2
($)
Summary Compensation Table Total for Douglas Devine3,5
($)
Summary Compensation Table Total for Quentin Blackford4
($)
Compensation Actually Paid to Kevin King1,6
($)
Compensation Actually Paid to Michael Coyle2,6
($)
Compensation Actually Paid to Douglas Devine3,5,6
($)
Compensation Actually Paid to Quentin Blackford4,6
($)
Average Summary Compensation Table Total for Non-PEO NEOs5
($)
Average Compensation Actually Paid to Non-PEO NEOs5,6
($)
(a)(b)(b)(b)(b)(c)(c)(c)(c)(d)(e)
2022— — — 7,259,859 — — — 4,565,129 4,422,956 4,044,855 
202130,709 461,422 5,699,043 9,241,346 (9,810,498)461,422 2,902,001 18,165,499 3,360,713 136,903 
20204,885,062 — — — 24,257,924 — — — 1,769,376 6,988,690 
Year
Value of Initial Fixed $100 Investment based on:7
Net Income ($ Millions)
Revenue8
($ Millions)
TSR ($)Peer Group TSR ($)
(a)(f)(g)(h)(i)
2022137.57113.65(116)411
2021172.84126.45(101)323
2020348.38126.42(44)265
       
Company Selected Measure Name     revenue        
Named Executive Officers, Footnote [Text Block]     Kevin King was our President and Chief Executive Officer from July 2012 through January 11, 2021.Michael Coyle was our President and Chief Executive Officer from January 12, 2021, through June 1, 2021.Douglas Devine was our Interim Chief Executive Officer from June 1, 2021, through October 3, 2021. Mr. Devine also served as our Chief Financial Officer from June 2020 until August 2022. In accordance with Item 402(v) of Regulation S-K, this table and the accompanying narrative present Mr. Devine as a PEO for 2021 and a Non-PEO NEO for 2020 and 2022. Quentin Blackford has been our President and Chief Executive Officer since October 4, 2021. The individuals comprising the Non-PEO NEOs for each year are listed below. As described above, this table and the accompanying narrative present Mr. Devine as a PEO for 2021 and a Non-PEO NEO for 2020 and 2022.
202020212022
Douglas DevineMark DayDouglas Devine
Mark DayDaniel WilsonBrice Bobzien
Matthew GarrettDavid VortPatrick Murphy
Daniel WilsonChad Patterson
David VortMinang Turakhia
       
Peer Group Issuers, Footnote [Text Block]     The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
Adjustment To PEO Compensation, Footnote [Text Block]     Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. With respect to Mr. Coyle’s 2021 compensation, no adjustments from the Summary Compensation Table total were needed to calculate his Compensation Actually Paid.
YearSummary Compensation Table Total for Kevin King
($)
Exclusion of Stock Awards for Kevin King
($)
Inclusion of Equity Values for Kevin King
($)
Compensation Actually Paid to Kevin King
($)
202130,709(9,841,207)(9,810,498)
20204,885,062(3,494,769)22,867,63124,257,924
YearSummary Compensation Table Total for Douglas Devine
($)
Exclusion of Stock Awards for Douglas Devine
($)
Inclusion of Equity Values for Douglas Devine
($)
Compensation Actually Paid to Douglas Devine
($)
20215,699,043 (4,558,057)1,761,015 2,902,001 
YearSummary Compensation Table Total for Quentin Blackford
($)
Exclusion of Stock Awards for Quentin Blackford
($)
Inclusion of Equity Values for Quentin Blackford
($)
Compensation Actually Paid to Quentin Blackford
($)
20227,259,859 (5,787,285)3,092,554 4,565,129 
20219,241,346 (9,078,651)18,002,804 18,165,499 
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Kevin King
($)
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kevin King
($)
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kevin King
($)
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kevin King
($)
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kevin King
($)
Total - Inclusion of Equity Values for Kevin King
($)
2021111,923(3,142,539)(2,200,824)(4,609,767)(9,841,207)
202012,029,68610,488,005349,94022,867,631
YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Douglas Devine
($)
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Douglas Devine
($)
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Douglas Devine
($)
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Douglas Devine
($)
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Douglas Devine
($)
Total - Inclusion of Equity Values for Douglas Devine
($)
20214,097,025(1,940,348)(395,662)1,761,015
YearYear-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Quentin Blackford
($)
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Quentin Blackford
($)
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Quentin Blackford
($)
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Quentin Blackford
($)
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Quentin Blackford
($)
Total - Inclusion of Equity Values for Quentin Blackford
($)
20226,700,517(3,839,457)231,4943,092,554
202118,002,80418,002,804
       
Non-PEO NEO Average Total Compensation Amount     $ 4,422,956 $ 3,360,713 $ 1,769,376    
Non-PEO NEO Average Compensation Actually Paid Amount     $ 4,044,855 136,903 6,988,690    
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]     Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. With respect to Mr. Coyle’s 2021 compensation, no adjustments from the Summary Compensation Table total were needed to calculate his Compensation Actually Paid.
YearAverage Summary Compensation Table Total for Non-PEO NEOs
($)
Average Exclusion of Stock Awards for Non-PEO NEOs
($)
Average Inclusion of Equity Values for Non-PEO NEOs
($)
Average Compensation Actually Paid to Non-PEO NEOs
($)
20224,422,956(3,698,489)3,320,3884,044,855
20213,360,713(2,663,369)(560,441)136,903
20201,769,376(1,326,682)6,545,9966,988,690
YearAverage Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)
Total - Average Inclusion of Equity Values for Non-PEO NEOs
($)
20223,538,871(224,870)6,3873,320,388
20211,886,257(1,718,016)(728,682)(560,441)
20202,902,5022,998,304645,1906,545,996
       
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
PEO and Averange Non-PEO  NEO Actually Paid vs TSR - jpg.jpg
       
Compensation Actually Paid vs. Net Income [Text Block]    
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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 during the three most recently completed fiscal years.
PEO and Averange Non-PEO  NEO Actually Paid vs Net Income.jpg
       
Compensation Actually Paid vs. Company Selected Measure [Text Block]    
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 three most recently completed fiscal years.
PEO and Averange Non-PEO  NEO Actually Paid vs Revenue - jpg.jpg
       
Total Shareholder Return Vs Peer Group [Text Block]    
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the NASDAQ Biotechnology Index over the same period.
TSR vs Nasdaq Biotech Index - jpg.jpg
       
Tabular List [Table Text Block]    
Revenue
Adjusted EBITDA
Unit volume growth
       
Total Shareholder Return Amount     $ 137.57 172.84 348.38    
Peer Group Total Shareholder Return Amount     113.65 126.45 126.42    
Net Income (Loss)     $ (116,000,000) $ (101,000,000) $ (44,000,000)    
Company Selected Measure Amount     411,000,000 323,000,000 265,000,000    
PEO Name Douglas Devine Michael Coyle       Quentin Blackford Kevin King
Additional 402(v) Disclosure [Text Block]     In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.We determined revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.        
Measure [Axis]: 1              
Pay vs Performance Disclosure [Table]              
Measure Name     Revenue        
Measure [Axis]: 2              
Pay vs Performance Disclosure [Table]              
Measure Name     Adjusted EBITDA        
Measure [Axis]: 3              
Pay vs Performance Disclosure [Table]              
Measure Name     Unit volume growth        
Quentin Blackford [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount     $ 7,259,859 $ 9,241,346      
PEO Actually Paid Compensation Amount     4,565,129 18,165,499      
Kevin King [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount       30,709 $ 4,885,062    
PEO Actually Paid Compensation Amount       (9,810,498) 24,257,924    
Michael Coyle [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount       461,422      
PEO Actually Paid Compensation Amount       461,422      
Douglas Devine [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount       5,699,043      
PEO Actually Paid Compensation Amount       2,902,001      
PEO [Member] | Quentin Blackford [Member] | Equity Awards Reported Value [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     (5,787,285) (9,078,651)      
PEO [Member] | Quentin Blackford [Member] | Equity Award Adjustments [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     3,092,554 18,002,804      
PEO [Member] | Quentin Blackford [Member] | Equity Awards Granted During the Year, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     6,700,517 18,002,804      
PEO [Member] | Quentin Blackford [Member] | Equity Awards Granted in Prior Years, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     3,839,457 0      
PEO [Member] | Quentin Blackford [Member] | Equity Awards Granted During the Year, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     0 0      
PEO [Member] | Quentin Blackford [Member] | Equity Awards Granted in Prior Years, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     231,494 0      
PEO [Member] | Quentin Blackford [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     0 0      
PEO [Member] | Kevin King [Member] | Equity Awards Reported Value [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount       0 3,494,769    
PEO [Member] | Kevin King [Member] | Equity Award Adjustments [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount       9,841,207 22,867,631    
PEO [Member] | Kevin King [Member] | Equity Awards Granted During the Year, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       111,923 12,029,686    
PEO [Member] | Kevin King [Member] | Equity Awards Granted in Prior Years, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       3,142,539 10,488,005    
PEO [Member] | Kevin King [Member] | Equity Awards Granted During the Year, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       0 0    
PEO [Member] | Kevin King [Member] | Equity Awards Granted in Prior Years, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       2,200,824 349,940    
PEO [Member] | Kevin King [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       4,609,767 0    
PEO [Member] | Douglas Devine [Member] | Equity Awards Reported Value [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount       (4,558,057)      
PEO [Member] | Douglas Devine [Member] | Equity Award Adjustments [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount       1,761,015      
PEO [Member] | Douglas Devine [Member] | Equity Awards Granted During the Year, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       4,097,025      
PEO [Member] | Douglas Devine [Member] | Equity Awards Granted in Prior Years, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       1,940,348      
PEO [Member] | Douglas Devine [Member] | Equity Awards Granted During the Year, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       0      
PEO [Member] | Douglas Devine [Member] | Equity Awards Granted in Prior Years, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       395,662      
PEO [Member] | Douglas Devine [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards       0      
Non-PEO NEO [Member] | Equity Awards Reported Value [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     3,698,489 2,663,369 1,326,682    
Non-PEO NEO [Member] | Equity Award Adjustments [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount     3,320,388 560,441 6,545,996    
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     3,538,871 1,886,257 2,902,502    
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     224,870 1,718,016 2,998,304    
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     0 0 0    
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     6,387 728,682 645,190    
Non-PEO NEO [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount, Equity Awards     $ 0 $ 0 $ 0