Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On October 6, 2021, Mr. Raymond W. Scott notified the Board of Directors (the
"Board") of iRhythm Technologies, Inc. (the "Company") of his resignation from
our Board, our Audit Committee and our Nominating and Corporate Governance
Committee, effective as of November 1, 2021. Mr. Scott serves as chairperson of
our Nominating and Corporate Governance Committee. Mr. Scott's resignation is
not due to any disagreement with the Company.
Election of New Director
On October 11, 2021, the Board elected Karen Ling to serve as a Class I
director, effective November 1, 2021, with a term expiring at the 2023 annual
meeting of stockholders or until her successor has been duly elected and
qualified. The appointment of Ms. Ling will fill the vacancy created by the
resignation of Mr. Scott from our Board. The Board has affirmatively determined
that Ms. Ling is an independent director pursuant to the listing standards of
The NASDAQ Stock Market. Ms. Ling's compensation for service as a non-employee
director will be consistent with that of the Company's other non-employee
directors, subject to proration to reflect the commencement date of her service
on the Board.
Ms. Ling recently retired in May 2021 from her role as Executive Vice President
and Chief Human Resources Officer for American International Group, Inc.
("AIG"), a position she had held since July 2019. In this role, Ms. Ling oversaw
all aspects of human capital management, including talent acquisition, training,
development, compensation and benefits, and diversity, equity and inclusion.
From 2014 until joining AIG, Ms. Ling served as Executive Vice President and
Chief Human Resources Officer at Allergan plc., a pharmaceutical company. In
this capacity, Ms. Ling developed and oversaw a global HR strategy during a
period of transition that included successfully launching new company-wide HR
resources and cultural initiatives. Previously Ms. Ling was Senior Vice
President, Human Resources for Merck & Co., Inc.'s Global Human Health and
Consumer Care businesses worldwide. Prior to Merck, she was Group Vice
President, Global Compensation & Benefits at Schering-Plough. Ms. Ling also
spent 14 years at Wyeth in various positions of increasing responsibility
developing HR strategies for business units and working in Wyeth's Labor &
Employment Department. Ms. Ling holds a J.D. from Boston University School of
Law and a B.A. in Economics from Yale University.
There are no arrangements or understandings between Ms. Ling and any other
person pursuant to which Ms. Ling was appointed as a director of the Company.
Ms. Ling has no family relationships with any of the Company's directors or
executive officers, and, other than as described above, Ms. Ling 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 October 12, 2021, the Company issued a press release announcing Ms. Ling's
appointment. A copy of the press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
Appointments and Changes to Board Committees
Following the resignation of Mr. Scott, our Audit Committee will be comprised of
the following members: Mark J. Rubash (chair), Renee Budig and Ralph Snyderman,
M.D. effective November 1, 2021.
On October 11, 2021, the Board also appointed Ms. Ling as a member of our
Compensation Committee, effective November 1, 2021. As of November 1, 2021, the
Compensation Committee will be comprised of the following members: Bruce G.
Bodaken (chair), C. Noel Bairey Merz, M.D., Ms. Ling and Abhijit Y. Talwalkar.
In addition, the Board also appointed Mr. Bodaken as a member of our Nominating
and Governance Committee and Mr. Talwalkar as chair of the Nominating and
Governance Committee, in each case effective as of November 1, 2021. As of
November 1, 2021, the Nominating and Corporate Governance Committee will be
comprised of the following members: Mr. Talwalker (chair), Mr. Bodaken and Mark
Rubash.
All of the directors on our Audit, Compensation and Nominating and Governance
Committees are independent within the meaning of the listing standards of The
NASDAQ Stock Market.
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Item 9.01 Exhibits
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated as of Octo ber 1 2 , 2021.
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IRHYTHM TECHNOLOGIES, INC. 
