iRhythm Holdings, Inc. 8-K

What Happened
iRhythm Holdings, Inc. (IRTC) announced on March 12, 2026 that the Board appointed Jason Patten as a director and member of the Audit Committee, with his term expiring at the Company's 2026 Annual Meeting of stockholders. The Board determined Mr. Patten qualifies as an independent director under Nasdaq rules and SEC Rule 10A-3. The appointment was also announced in a company press release.

Key Details

• Appointment date: March 12, 2026; term through the 2026 Annual Meeting.
• Initial equity grant: restricted stock units with a grant-date value of $300,000, vesting annually over three years; RSUs accelerate in full upon a change of control if Mr. Patten remains in service.
• Cash compensation: non-employee director cash retainers consistent with the Director Compensation Policy (currently $55,000/year for Board service and $10,000/year for Audit Committee service), paid quarterly in arrears.
• Prior relationship: Mr. Patten had served as an advisor to iRhythm’s CEO and received a one-time cash payment of $86,771 for those services.
• Governance items: Mr. Patten will sign the company’s standard director indemnification agreement; no related-party transaction requiring disclosure under Item 404(a) was reported.

Why It Matters
This filing updates investors about a change in board composition and audit oversight: adding an independent Audit Committee member can affect corporate governance and financial oversight. The disclosed compensation (RSUs plus cash retainers) follows the company’s non-employee director policy and creates equity-based incentives that vest over time and accelerate on a change of control. The filing also transparently notes Mr. Patten’s prior advisory role and payment, which investors watch for potential conflicts or related-party arrangements.