Irhythm Holdings Inc

This proposal asks stockholders to approve the company's 2026 Equity Incentive Plan as the successor to the 2016 Equity Incentive Plan, reserving 1,690,000 shares (subject to reduction for any Interim Awards) to support grants of equity awards to employees, directors, consultants and other service providers. Management frames the plan as necessary to attract, retain and motivate talent, arguing that equity compensation is a key element of total compensation and that without a successor plan the company would be forced to consider cash alternatives which could impair growth and increase cash outflows. The Board emphasizes that the new plan is more stockholder-friendly than the predecessor: it eliminates an evergreen share-refresh feature, includes a one-year minimum vesting requirement (with limited exceptions), prohibits repricing without stockholder approval, limits non-employee director annual compensation, and includes clawback and other governance protections. The Compensation and Human Capital Management Committee evaluated burn-rate and overhang metrics and concluded the requested reserve represents a meaningful reduction (approximately 67.1%) from the remaining 2016 EIP share pool and should support grants for approximately two to three years under current usage assumptions. The Board also commits to register the additional shares and to reduce the 2026 Plan reserve by Interim Awards granted between March 15, 2026 and the Effective Date, demonstrating an explicit effort to mitigate dilution. Vote required is a majority of votes properly cast; management recommends a FOR vote, arguing both competitive necessity in the labor market and built-in governance safeguards to limit shareholder dilution and abusive practices. For sophisticated evaluation, key risks to consider include the size and timing of future share requests, potential dilution if management’s hiring or retention needs increase, and how the plan interacts with the company’s pay-for-performance structures (PSUs, RSUs and the PSU TSR modifier). Overall, the proposal is a standard successor equity plan with several investor-friendly features intended to balance talent incentives and shareholder dilution concerns.

This proposal requests stockholder approval to adopt an amended and restated certificate of incorporation for iRhythm Technologies, Inc. to eliminate a pass-through voting provision that was inserted into the subsidiary charter in connection with the January 12, 2026 holding-company reorganization. Under the current subsidiary charter, certain actions affecting iRhythm Technologies that would otherwise be approved by the parent company as sole stockholder also require a vote of the public stockholders of the parent, adding procedural steps, potential delays, and cost to transactions such as changes in domicile, conversions, internal mergers, asset sales, or charter amendments. Management argues the provision is unnecessary under Delaware law, restricts post-reorganization flexibility, and could materially impede operational agility and timeliness in executing corporate actions; removing it would not affect shareholders’ voting rights on matters of the parent like mergers or sales of substantially all assets. The Board recommends a FOR vote, characterizing removal as fair and in stockholders’ best interests and noting the amendment will be filed with the Delaware Secretary of State only if approved. The vote requires a majority of the voting power of all outstanding shares entitled to vote, and abstentions and broker non-votes count as against. From a governance and risk perspective, stockholders should weigh the trade-off between centralized corporate flexibility and the minimal additional protection the pass-through right provided; the company contends the provision is redundant and misaligned with peer practice. The proposal is largely technical and housekeeping in nature but has practical implications for transaction timing and administrative burden, making the Board’s recommendation and rationale material to evaluating the vote.

Proposal No. 5 is a non-binding advisory 'say-on-pay' vote asking stockholders to approve the company's executive compensation program as disclosed in the Proxy Statement, including the CD&A and compensation tables. Management and the Compensation Committee emphasize a pay-for-performance philosophy: a large portion of NEO pay is at-risk through an annual cash bonus tied to revenue, adjusted EBITDA and a strategic objective, and long-term incentives split 50/50 between RSUs and PSUs with a Unit Volume CAGR performance metric further modified by relative TSR against the S&P Healthcare Equipment Select Industry Index. The Committee highlights 2025 outcomes—173% corporate bonus achievement and PSUs paying out at 162.2% for the 2023–2025 cycle—as evidence that the program is responsive to performance, and it notes governance safeguards including clawback policies, increased CEO ownership guidelines, elimination of evergreen provisions, and limits on director compensation. The Board points to robust stockholder engagement informing plan design, adjustments to metrics to prioritize profitability and remediation objectives, and changes to the 2026 Plan intended to be more stock-holder friendly. While the vote is advisory, the Board will consider the result in future compensation decisions; institutional investors will assess the program by looking at realized pay versus performance, the size and structure of equity awards, the use of TSR and operational metrics, and responsiveness to investor feedback. Analysts and governance specialists should evaluate whether incentive structures appropriately balance retention needs, long-term value creation, and dilution management, and whether disclosed metrics and caps adequately align management pay with stockholders' interests.