8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 25, 2022

iRhythm Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-37918	20-8149544
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification Number)

699 8th Street, Suite 600

San Francisco, California 94103

(Address of principal executive office) (Zip Code)

(415) 632-5700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share	IRTC	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On July 25, 2022, iRhythm Technologies, Inc. (the “Company”) announced that Brice Bobzien had been appointed as the Company’s Chief Financial Officer, and Reyna Fernandez had been appointed as the Company’s EVP, Chief Human Resources Officer, each effective as of such officers first day of employment with the Company. Mr. Bobzien is expected to start with the Company on August 8, 2022, and Ms. Fernandez is expected to start on July 25, 2022. In connection with Mr. Bobzien’s appointment, Douglas Devine has agreed to resign from his position as Chief Financial Officer of the Company on Mr. Bobzien’s first day of employment, but will remain the Company’s Chief Operating Officer.

On July 25, 2022, the Board of Directors of the Company (the “Board”), acting on the recommendation of its Compensation and Talent Management Committee (the “CTMC”) and after considering input from its compensation consultant, Compensia, Inc. (“Compensia”), has approved an offer letter for Mr. Bobzien in connection with his appointment as the Company’s Chief Financial Officer (the “Bobzien Offer Letter”) and approved his appointment as Chief Financial Officer of the Company effective upon his first day of employment. Mr. Bobzien executed the Bobzien Offer Letter on July 22, 2022. The Bobzien Offer Letter provides for, among other things, (i) a base salary of $400,000 annually, (ii) annual cash bonus eligibility with a target amount equal to 60% of his salary based upon mutually agreed upon goals and metrics by Mr. Bobzien and the Board and the CTMC, (iii) a grant of restricted stock units (“RSUs”) with a grant date fair value of $900,000 that will vest annually over four years, and (iv) a grant of performance stock units (“PSUs”) with a grant date fair value equal to $900,000 that will vest pursuant to the performance-based metrics applicable to the Company’s management team generally as set forth in the Company’s 2022 PSU incentive program as previously approved by the Company's Board of Directors. Mr. Bobzien will be eligible to receive severance benefits pursuant to the terms of the Company’s Executive Change in Control and Severance Policy (the “Severance Policy”), with any benefit eligibility calculated by reference to the Tier 2 eligibility standard as set forth in the Severance Policy and enter into the Company’s standard indemnification agreement. The description of the Bobzien Offer Letter is qualified in its entirety by the actual offer letter, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

There are no arrangements or understandings between Mr. Bobzien and any other persons pursuant to which he was appointed as an officer of the Company. Mr. Bobzien does not have a family relationships with any of the Company’s directors or executive officers, and, other than as described above, Mr. Bobzien does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On July 25, 2022, the Company issued a press release announcing the appointment of Mr. Bobzien and Ms. Fernandez as officers of the Company. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits.
Exhibit No.	Description
---	---
10.1	Offer Letter between the Company and Brice Bobzien dated July 25, 2022
99.1	Press Release dated July 25, 2022
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

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

	IRHYTHM TECHNOLOGIES, INC.
Date: July 25, 2022	By:	/s/ Quentin Blackford
		Quentin S. Blackford
		President and Chief Executive Officer

Document

Exhibit 10.1

Dear Brice Bobzien,

We are pleased to offer you the position of Chief Financial Officer with iRhythm Technologies, Inc. (the “Company”). If you decide to join us, you will receive a salary and certain employee benefits as explained in Exhibit A. You should note that the Company may modify job titles, salaries, and benefits from time to time as it deems necessary.

If you decide to join the Company, it will be recommended to the Compensation and Talent Management Committee (the “Compensation Committee”) of the Company's Board of Directors (the “Board”) that the Company grant you equity awards with an aggregate value of three million dollars ($3,000,000) following your start date, consisting of the following:

1.An award of restricted stock units (“RSUs”) covering a number of shares of the Company’s common stock with an aggregate value of $1,500,000 which will vest annually over four years at the rate of twenty-five percent (25%) per year, subject to your continuing employment through each vesting date.

2.An award of performance stock units (“PSUs”) covering a number of shares of the Company’s common stock with an aggregate value of $1,500,000 which will vest pursuant to the performance-based metrics applicable to the Company’s management team generally as set forth in the Company’s 2022 PSU incentive program as approved by the Compensation Committee, subject to your continuing employment through the applicable vesting date.

Each equity award will be subject to the terms and conditions of the Company's 2016 Equity Incentive Plan (as amended from time to time, the “2016 Plan”) and, as applicable, a PSU agreement or RSU agreement thereunder.

For purposes of this letter, the aggregate value of each award will be determined in accordance with the Company’s standard equity grant practice, which typically means, with respect to Company equity awards, the number of shares subject to the award will be calculated based on the twenty (20) day average closing price of the Company’s common stock as reported on the Nasdaq Global Select Market (the “Average Closing Price”) prior to and including the date of approval, or such other methodology the Board or Compensation Committee may determine prior to the grant of the awards becoming effective.

No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant of the equity awards confer any right to continue vesting or employment.

The Company is excited about your joining and looks forward to a beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks’ notice.

The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company's understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third-party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

As a Company employee, you will be expected to abide by the Company's rules and standards. As a condition of your employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (“CIIAA”) which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information. In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the Company will be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration,

(iii) all disputes will be resolved by a neutral arbitrator who will issue a written opinion, (iv) the arbitration will provide for adequate discovery, and (v) the Company will pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law. Please note that we must receive your signed CIIAA before your first day of employment.

To accept the Company's offer, please sign and date this letter in the space provided below. If you accept our offer, we anticipate your first day of employment will be August 8, 2022. This letter, along with any agreements relating to proprietary rights between you and the Company, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the Chairman of the Board of the Company and you. This offer of employment will terminate if it is not accepted, signed and returned by July 15, 2022. An At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement will follow in a separate communication should you decide to accept.

We look forward to your favorable reply and to working with you at iRhythm Technologies, Inc.

Regards,		Agreed to and accepted:
/s/Quentin Blackford	Signature	/s/Brice Bobzien
Quentin Blackford	Printed Name	Brice Bobzien
President and CEO	Date	July 22, 2022

Exhibit A

Services and Benefits for Brice Bobzien

Position: Chief Financial Officer

Base Pay Rate: You will be a Full-Time Exempt employee, with a base rate of $400,000.00 annually, which will be earned and payable in accordance with the Company’s payroll policy.

Bonus:  Each calendar year, you will be eligible to earn a bonus of 60% of your annual base salary. The bonus will be based on the achievement of financial targets and/or other performance objectives set by the Company, and the earned bonus will generally be paid within 90 days after the close of a calendar year. Your bonus (if any) for 2022 will not be prorated and will be paid on a full-year basis, and you must be employed on the date that your bonus, if any, is paid in order to earn and be eligible to receive the bonus.

Eligibility for Equity Award: In addition to your new hire equity grant, you are also annually eligible for an award of equity in the first quarter of each year, currently targeted at the amount of $1,800,000, as follows:

1.An award of restricted stock units (“RSUs”) covering a number of shares of the Company’s common stock with an aggregate value of $900,000 which will vest annually over four years at the rate of twenty-five percent (25%) per year, subject to your continuing employment through each vesting date.

2.An award of performance stock units (“PSUs”) covering a number of shares of the Company’s common stock with an aggregate value of $900,000 which will vest pursuant to the performance-based metrics applicable to the Company’s management team generally as set forth in the Company’s then current PSU incentive program as approved by the Compensation Committee, subject to your continuing employment through the applicable vesting date.

The granting and amount of the annual equity award (if any) is in the sole discretion of the CEO and Board. Each equity award will be subject to the terms and conditions of the Company's 2016 Equity Incentive Plan (as amended from time to time, the “2016 Plan”) and, as applicable, a PSU agreement or RSU agreement thereunder.

Benefits and Expenses: You will be entitled to participate in the benefit plans and programs generally available from time to time to employees of the Company, subject to the terms of such plans and programs. This includes five weeks per year of Paid Time Off to be accrued in 2023 (normal PTO accrual will apply thereafter), in addition to specified Holidays, among other benefits.

Severance: You may be eligible to receive severance benefits in the event your employment is terminated under certain conditions pursuant to the terms of our Change of Control and Severance

Policy and a participation agreement thereunder.

Document

iRhythm Technologies Announces the Addition of Two Executive Leaders to Advance Strategic Growth and Operational Excellence

SAN FRANCISCO, July 25, 2022 (GLOBE NEWSWIRE) – iRhythm Technologies, Inc. (NASDAQ:IRTC), a leading digital healthcare solutions company focused on the advancement of cardiac care, today announced the appointment of two seasoned executives to its leadership team. Brice Bobzien will join the company as the Chief Financial Officer on August 8, 2022, to lead all financial operations of the company as well as to advance the culture of operational excellence and prepare the company for future growth. Reyna Fernandez will join as the company’s Executive Vice President, Chief Human Resources Officer on July 25, 2022, to lead the development and implementation of human resources strategies in support of the company’s global expansion plans.

“We are very pleased to welcome Brice and Reyna to our expanded leadership team as we continue to execute upon our vision of building iRhythm into a market leader in the digital healthcare space,” said Quentin Blackford, iRhythm’s President and CEO. “Brice is a veteran executive who brings a wealth of experience building finance teams and guiding organizations through operational transformations. His focus on operational excellence with a disciplined and rigorous approach to financial management and strategic development will position us well for the future. With the addition of Brice into the CFO role, this will allow Doug to focus on the continued improvement of our operational functions that he will continue to lead. Reyna is a seasoned HR executive with over 25 years of experience in building human resource teams, implementing talent development programs, and transforming organizations to operate strategically, globally and efficiently. We look forward to these two successful individuals joining our team to help lead the organization through significant growth with a focus on operational effectiveness and efficiency.”

About Mr. Bobzien

Brice Bobzien most recently served as the Senior Vice President, Finance & Investor Relations of Dexcom, Inc., where he was responsible for global financial planning and analysis, investor relations, operations accounting, and global pricing strategy. Brice played an instrumental role in driving revenue growth initiatives that resulted in the company growing from $700 million to forecasted revenues of approximately $2.9 billion for fiscal year 2022. This growth included the scaling of the company’s global footprint, expanding beyond the United States and into more than 50 countries. During this time, Brice transformed the finance team into a world class organization designed to foster revenue growth and operational discipline. Brice’s track record includes more than 20 years of experience and increasing responsibility at leading medical device companies, including Zimmer Holdings, Inc., NuVasive, Inc. and Dexcom, Inc. Prior to these roles, Brice began his career in public accounting. Brice earned his Bachelor of Science degree in Business Administration from Indiana University, Fort Wayne, and is a Certified Public Accountant (non-practicing) in the state of Indiana.

About Ms. Fernandez

Reyna Fernandez most recently served as Chief Human Resources Officer at Intersect ENT, Inc., where she was responsible for envisioning and implementing human resources strategies to support the company in becoming an integrated, world-class player in the therapeutics space. Reyna was instrumental in driving the continued growth of Intersect ENT through best-in-class talent acquisition, organizational effectiveness and human capital management functions. During her tenure with the company, she partnered with the CEO and executive leadership to create a performance culture focused on growth and operational excellence, transformed the HR organization to scale globally in line with business objectives, and worked strategically with the board of directors to align on compensation practices. Reyna brings global experience from her roles with Endologix, Inc., Canon Medical Systems USA, Inc., Johnson & Johnson, and Bristol-Myers Squibb Company. Reyna earned her Master of Social

Administration from Columbia University and a Bachelor of Arts degree in Cultural Anthropology from Haverford College in Pennsylvania.

About iRhythm Technologies, Inc.

iRhythm is a leading digital healthcare company redefining the way cardiac arrhythmias are clinically diagnosed. The company combines wearable biosensor devices worn for up to 14 days and cloud-based data analytics with powerful proprietary algorithms that distill data from millions of heartbeats into clinically actionable information. The company believes improvements in arrhythmia detection and characterization have the potential to change the clinical management of patients.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such statements are based on current assumptions that involve risks and uncertainties, and actual outcomes and results could differ materially from those anticipated. The risks and uncertainties that may cause actual results to differ materially from current expectations, many of which are beyond our control, include risks more fully described in iRhythm’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on May 6, 2022. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Except as required by law, iRhythm assumes no obligation to update any such forward-looking statement after the date of this release.

Investor Relations Contact

Stephanie Zhadkevich

(919) 452-5430

stephanie.zhadkevich@irhythmtech.com

iRhythm Media Contact

Morgan Mathis

(310) 528-6306

irhythm@highwirepr.com