iRhythm Technologies (IRTC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, to be held virtually, with all stockholders encouraged to vote electronically or by mail.

• Key business highlights include 26.2% year-over-year revenue growth in 2025 to $747.1 million, first-ever positive free cash flow, and significant expansion in core and international markets.

• The company completed a holding company reorganization in January 2026, with iRhythm Holdings, Inc. as the new parent.

• Over the past five years, revenue CAGR was approximately 23%, with ~40% penetration in the U.S. ambulatory cardiac monitoring market.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Approval of the 2026 Equity Incentive Plan, reserving 1,690,000 shares and eliminating the evergreen provision.

• Approval of an amended and restated certificate of incorporation to remove a pass-through voting provision.

• Ratification of KPMG LLP as the new independent registered public accounting firm for 2026, replacing PwC.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with 56% female or ethnically diverse.

• Independent Chairman and all committees composed of independent directors.

• Robust annual board and committee self-evaluations, succession planning, and director nomination processes focused on diversity and expertise.

• Board refreshment with six new directors added over five years.

• Stock ownership guidelines for directors and executives, recently increased for the CEO.