8-K
iRhythm Holdings, Inc. (IRTC)
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): December 9, 2021
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.
As previously reported, on December 1, 2021, the board of directors (the “Board”) of iRhythm Technologies, Inc. (the “Company”) appointed Douglas J. Devine as Chief Operating Officer of the Company and David A. Vort as Chief Commercial Officer of the Company. In connection with these appointments, each of Mr. Devine and Mr. Vort entered into a promotion letter with the Company (the “Devine Offer Letter” and “Vort Offer Letter”, respectively).
Pursuant to the Devine Offer Letter, effective December 1, 2021, Mr. Devine’s annualized salary will be $500,000, and he will be eligible to receive an annual performance bonus of up to 60% of his base salary. Mr. Devine will continue to be eligible to receive severance benefits pursuant to the terms of the Company’s Change in Control and Severance Policy. Mr. Devine’s employment is on an “at will” basis.
Pursuant to the Vort Offer Letter, effective December 1, 2021, Mr. Vort’s annualized salary will be $409,500, and he will be eligible to receive quarterly performance bonuses in accordance with his 2021 Sales Commission Plan. Mr. Vort will continue to be eligible to receive severance benefits pursuant to the terms of the Company’s Change in Control and Severance Policy. Mr. Vort’s employment is on an “at will” basis.
The foregoing descriptions of the Devine Offer Letter and Vort Offer Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the Devine Offer Letter and Vort Offer Letter, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Exhibits
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 10.1 | Promotion Letter, executed December 9, 2021, between iRhythm Technologies, Inc. and Douglas J. Devine. |
| 10.2 | Promotion Letter, executed December 10, 2021, between iRhythm Technologies, Inc. and David A. Vort. |
| 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: December 14, 2021 | By: | /s/ Quentin S. Blackford |
| Quentin S. Blackford | ||
| Chief Executive Officer |
Document
December 8, 2021
VIA EMAIL
Dear Doug:
You are being offered the position of Chief Operating Officer (“COO”) of iRhythm Technologies, Inc. (the “Company”), which is in addition to your current role as Chief Financial Officer (“CFO”). This position will report to the Chief Executive Officer of the Company (the “CEO”) and the terms below will be effective as of December 1, 2021 (the “Effective Date”). Please note that, as always, the Company may modify job titles, salaries, and benefits from time to time as it deems necessary.
Base Pay Rate
Your base pay rate will be $500,000 annually, which will be earned and payable in accordance with the Company’s payroll policy.
Bonus
You will continue to be eligible to earn an annual cash bonus with a target value of 60% of your actual base salary earnings for the applicable year, based on achieving performance objectives established by the Board in its sole discretion and payable upon achievement of those objectives as determined by the Board. If any portion of such bonus is earned, it will be paid when practicable after the Board determines it has been earned, subject to you remaining employed with the Company through the payment date. Additionally, your annual bonus opportunity will be prorated if you are not employed through the
entirety of the applicable quarter to which such opportunity relates. Your annual bonus opportunity will be subject to review and adjustment based upon the Company’s normal performance review practices.
Benefits and Severance
As a full-time employee, you will continue to be eligible to participate in the Company’s standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company’s policies. Similarly, you will continue to be eligible to receive severance benefits pursuant to the terms of the Company’s Change in Control and Severance Policy (the “Severance Policy”), and any benefit eligibility will be calculated by reference to the Tier 2 eligibility standards set forth in the Severance Policy.
Proprietary Information and Inventions Agreement
As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this letter reaffirms that the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement that you executed on June 9, 2020 (the “Confidentiality Agreement”) continue to be in effect.
At-Will Employment
As always, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment, and nothing in this letter constitutes a promise of continued employment for any length of time.
Entire Agreement and Enforcement
This letter, the Severance Policy and the Confidentiality Agreement supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. The validity, interpretation, construction and performance of this letter shall be governed by the laws of the State of California without regard to the principles of conflict of laws thereof.
Acknowledgement
You acknowledge that you have had the opportunity to discuss this letter with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understand all the provisions of this letter, and are knowingly and voluntarily entering into this letter.
Acceptance
To accept the Company's offer of the COO position in addition to your role as CFO, please sign and date this letter in the space provided below. Upon execution, your appointment to this position pursuant to the terms of this letter will be effective as of the Effective Date. 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 CEO and you.
Sincerely,
/s/ Quentin Blackford
Quentin Blackford President & Chief Executive Officer
Agreed to and accepted:
Signature: /s/ Douglas J. Devine
Printed Name: Douglas J. Devine
Date: December 9, 2021
Document
December 8, 2021
VIA EMAIL
Dear Dave:
You are being offered the position of Chief Commercial Officer (“CCO”) of iRhythm Technologies, Inc. (the “Company”). This position will report to the Chief Executive Officer of the Company (the “CEO”) and the terms below will be effective as of December 1, 2021 (the “Effective Date”). Please note that, as always, the Company may modify job titles, salaries, and benefits from time to time as it deems necessary.
Base Pay Rate
Your base pay rate will remain $409,500 annually, which will be earned and payable in accordance with the Company’s payroll policy.
Bonus
You will continue to be eligible to earn a quarterly bonus pursuant to the terms and conditions set forth in the 2021 Sales Commission Plan – EVP that you executed on February 8, 2021.
Benefits and Severance
As a full-time employee, you will continue to be eligible to participate in the Company’s standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company’s policies. Similarly, you will continue to be eligible to receive severance benefits pursuant to the terms of the Company’s Change in Control and Severance Policy (the “Severance Policy”), and any benefit eligibility will be calculated by reference to the Tier 2 eligibility standards set forth in the Severance Policy.
Proprietary Information and Inventions Agreement
As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this letter reaffirms that the terms of the Company’s At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement that you executed on December 31, 2013 (the “Confidentiality Agreement”) continue to be in effect.
At-Will Employment
As always, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment, and nothing in this letter constitutes a promise of continued employment for any length of time.
Entire Agreement and Enforcement
This letter, the Severance Policy and the Confidentiality Agreement supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. The validity, interpretation, construction and performance of this letter shall be governed by the laws of the State of California without regard to the principles of conflict of laws thereof.
Acknowledgement
You acknowledge that you have had the opportunity to discuss this letter with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understand all the provisions of this letter, and are knowingly and voluntarily entering into this letter.
Acceptance
To accept the Company's offer of the Chief Commercial Officer position, please sign and date this letter in the space provided below. Upon execution, your appointment to this position pursuant to the terms of this letter will be effective as of the Effective Date. 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 CEO and you.
Sincerely,
/s/ Quentin Blackford
Quentin Blackford President & Chief Executive Officer
Agreed to and accepted:
Signature: /s/ David A. Vort
Printed Name: David A. Vort
Date: December 10, 2021