Abhijit Talwalkar
iRhythm TechnologiesAbout Abhijit Talwalkar
Abhijit Talwalkar, age 61, is the independent Chairman of iRhythm Technologies’ Board, a role he has held since May 2016. He previously served as President and CEO of LSI Corporation (2005–2014) and held senior leadership roles at Intel (1993–2005); he holds a B.S. in Electrical Engineering from Oregon State University. The Board has determined he is independent under Nasdaq and SEC rules, and he attended the 2024 annual meeting of stockholders.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | President & CEO | May 2005–May 2014 | Led a “leading provider of silicon, systems and software technologies for the storage and networking markets” |
| Intel Corporation | Corporate VP & Co-GM, Digital Enterprise Group; VP & GM, Enterprise Platform Group | 1993–2005 | Senior leadership across business client, server, storage, communications |
| Sequent Computer Systems | Senior engineering/marketing positions | Pre-1993 | Multiprocessing systems design/manufacturing |
| Bipolar Integrated Technology | Senior engineering/marketing positions | Pre-1993 | VLSI bipolar semiconductors |
| Lattice Semiconductor | Senior engineering/marketing positions | Pre-1993 | Programmable design solutions |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Advanced Micro Devices (AMD) | Director | Since Aug 2017 | Public company board |
| TE Connectivity Ltd. | Director | Since Mar 2017 | Advisor to Board Aug 2016–Mar 2017 |
| Lam Research Corporation | Director | Since 2011 | Public company board |
| Friends of the Children – Bay Area | Chairman | Since Jan 2015 | Non-profit leadership |
Board Governance
- Independent Chairman and presiding director for non-employee director executive sessions.
- Committee assignments (2024/2025): Member, Compensation & Human Capital Management Committee; Member, Nominating & Corporate Governance Committee.
- Independence: All directors other than the CEO are independent under Nasdaq/SEC rules.
- Board/committee activity and attendance:
- Board met 8 times; Audit 7; Compensation 6; Nominating 4.
- Average attendance: Audit 89%; Compensation 96%; Nominating 83%. All directors met ≥75% attendance except Rubash (due to medical leave).
- Annual meeting attendance: All then-current directors except Rubash attended the 2024 annual meeting.
| Committee | Role | 2024 Meetings | Average Attendance |
|---|---|---|---|
| Compensation & Human Capital Management | Member | 6 | 96% |
| Nominating & Corporate Governance | Member | 4 | 83% |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash fees earned | $112,500 |
| Stock awards (RSUs) – grant date fair value | $159,707 |
| Total director compensation | $272,207 |
| Non-Employee Director Cash Retainer Policy (2025) | Amount |
|---|---|
| Board member annual retainer | $55,000 (up from $50,000) |
| Chair of Board additional retainer | $50,000 |
| Audit Committee chair additional retainer | $25,000 (up from $20,000) |
| Audit Committee member additional retainer | $10,000 |
| Compensation Committee chair additional retainer | $15,000 |
| Compensation Committee member additional retainer | $7,500 |
| Nominating Committee chair additional retainer | $15,000 (up from $10,500) |
| Nominating Committee member additional retainer | $5,000 |
Policy cap: Cash payments ≤$200,000 per director per fiscal year; increased cap to $300,000 for Chair/Lead Director/Audit Chair; equity awards capped by plan with grant-date fair value limits.
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics disclosed for directors. Annual RSU awards vest on the earlier of one year from grant or next annual meeting; initial RSU awards vest in three equal annual installments. Awards fully vest upon a change in control, subject to continued service through the event.
| Director Equity Award Structure | Approximate Value | Vesting | Performance Conditions | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU (2024 policy) | $180,000 | Vests by next annual meeting/1-year anniversary | None (time-based) | Full vesting if CoC; service through event required |
| Annual RSU (2025 policy) | $185,000 | Vests by next annual meeting/1-year anniversary | None (time-based) | Full vesting if CoC; service through event required |
| Initial RSU (on joining Board) | $300,000 | 1/3 per year over 3 years | None (time-based) | Full vesting if CoC; service through event required |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| AMD; TE Connectivity; Lam Research | Director | No Item 404 related-party relationships disclosed for Compensation Committee members (which includes Talwalkar) in 2024; no executive officer cross-committee interlocks reported. |
Expertise & Qualifications
- Technology/data security, senior leadership, finance, public company governance, global operations, human capital management, enterprise risk management, corporate sustainability; Board’s experience matrix identifies Talwalkar’s skills across these areas.
- B.S. Electrical Engineering, Oregon State University.
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership (Mar 3, 2025) | 41,330 shares (<1%) |
| Composition of beneficial ownership | 17,100 common shares; 24,230 options exercisable within 60 days |
| RSUs held (12/31/2024) | 1,841 shares underlying RSUs |
| Options held (12/31/2024) | 24,230 shares underlying options |
| Stock ownership guidelines | 3x annual cash retainer for directors; expected within 5 years; RSUs count; options do not count |
| Compliance status | All executives and directors are in compliance with guidelines |
| Hedging/pledging | Prohibited for directors (and employees) |
Governance Assessment
- Board leadership and independence: As independent Chairman and presiding director for non-employee sessions, Talwalkar strengthens independent oversight. The Board confirms director independence (excluding CEO).
- Committee effectiveness: Active roles on Compensation and Nominating committees; strong average attendance across committees in 2024; Board and committee self-evaluation processes conducted annually.
- Shareholder alignment: 2024 say-on-pay vote was negative, prompting outreach and disclosure enhancements; 2025 say-on-pay subsequently passed (27.45M For vs 0.38M Against). Talwalkar is a signatory to the Comp Committee’s stockholder letter; Board removed the evergreen equity refresh provision from the plan.
- Director compensation mix: Cash plus time-based RSUs with single-trigger CoC vesting for directors; 2025 policy adjustments align with 50th percentile peer data via Aon, signaling responsiveness and moderation.
- Conflicts and related parties: No Item 404 related-party transactions or interlocks for Compensation Committee members in 2024; hedging/pledging prohibited; robust ownership guidelines in place.
RED FLAGS/Watch items
- Single-trigger CoC acceleration for director RSUs (while executive arrangements are double-trigger), which some investors view as less aligned.
- Significant external board commitments (AMD, TE Connectivity, Lam Research) warrant ongoing monitoring for time demands, though no conflicts disclosed.
Overall, Talwalkar’s independent chair role, committee engagement, compliance with ownership guidelines, and shareholder-responsive actions (evergreen removal, enhanced disclosure) support governance quality and investor confidence, with single-trigger director equity acceleration noted as a potential policy improvement area.