IRHYTHM HOLDINGS INC (IRTC)
Sector: Health Care
2026 Annual Meeting Analysis
IRHYTHM HOLDINGS INC · Meeting: May 27, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since October 2021; IRTC's 3-year return of -6.5% trails the peer median of -9.1% by only 2.6 percentage points, well below the 20-point threshold required to trigger an against vote, and the company's 5-year return of +39.9% substantially outperforms the peer group's 5-year median of -27.6%, confirming no sustained underperformance concern.
Independent Chairman since May 2016; the 3-year gap versus peer median (+2.6pp in IRTC's favor) does not meet the 20-point underperformance threshold, no overboarding or attendance issues are present, and he chairs the board with clear relevant technology and leadership experience.
Director since April 2018 with a medical degree and cardiology expertise directly relevant to iRhythm's cardiac monitoring business; TSR trigger does not apply and no other policy flags are present.
Director since July 2017 with senior healthcare executive experience; the 3-year TSR comparison shows IRTC outperforming the peer median, no overboarding, and 100% committee attendance in 2025.
Director since November 2021 with strong human capital management expertise; no TSR trigger, no overboarding, and 100% attendance in 2025.
Joined the board in July 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings finance and audit expertise appropriate for her Audit Committee role.
Joined the board in July 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings relevant financial and public company governance experience.
Joined the board in March 2026, well within the 24-month new-director exemption window, so the TSR trigger does not apply; no other policy flags present.
Director since June 2023, designated as audit committee financial expert by the board, brings strong finance credentials appropriate for Audit Committee chair role, and the TSR trigger does not apply given IRTC's outperformance of the peer median.
All nine director nominees receive a FOR vote. IRTC's 3-year stock return of -6.5% outperforms the company-disclosed compensation peer group median of -9.1% by 2.6 percentage points, far below the 20-point threshold required to trigger an against vote under the negative-absolute-TSR band. The IHI benchmark similarly shows only a -6.1pp gap versus the 30pp ETF fallback threshold. Three directors joined in mid-2025 or early 2026 and are within the 24-month new-director exemption. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Quentin Blackford
Total Comp
$11,003,163
Prior Support
N/A
CEO Quentin Blackford received total compensation of approximately $11.0 million in 2025, which is within a reasonable range for a CEO at a $4 billion medical device company delivering 26% revenue growth, the company's first-ever quarterly GAAP net income, and its first full year of positive free cash flow. The compensation structure is heavily performance-based — the proxy states 93% of CEO pay is at-risk — with short-term bonuses tied to measurable revenue and adjusted EBITDA targets and long-term equity split equally between time-vesting restricted stock awards and performance stock awards linked to three-year revenue unit volume growth with a relative stock performance modifier, satisfying the policy requirement that incentive pay have meaningful, measurable performance conditions. IRTC's 3-year stock return of -6.5% essentially matches the peer group median of -9.1%, meaning above-benchmark variable pay is not misaligned with shareholder experience, and the company maintains robust clawback policies covering both misconduct and accounting restatement scenarios.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
0 yrs
Audit Fees
$2,225,000
Non-Audit Fees
$7,050
KPMG was newly engaged on March 30, 2026, replacing PricewaterhouseCoopers LLP, so its tenure is effectively zero and no long-tenure concern applies. The fee data shown relates to the outgoing auditor PwC for 2025: audit fees were $2,225,000 and other (non-audit) fees were just $7,050, representing a non-audit ratio of approximately 0.3% — far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm fully appropriate for a $4 billion public company, and no material restatements were disclosed.
Overall Assessment
The 2026 iRhythm Holdings annual meeting ballot is straightforward with no significant governance concerns: all nine director nominees pass the TSR and qualifications screens, the newly appointed auditor KPMG is a Big 4 firm with negligible non-audit fees, and the Say on Pay program features a strongly performance-linked structure with 93% at-risk CEO pay that is reasonably calibrated to iRhythm's strong 2025 operational results and peer-in-line stock performance. No stockholder proposals appear on the ballot, and the two non-standard board proposals — a new equity incentive plan and a subsidiary charter cleanup — are routine governance matters falling outside this policy's current coverage.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing