Brian Yoor
iRhythm TechnologiesAbout Brian Yoor
Independent director (age 55) at iRhythm, serving since June 2023; appointed Audit Committee Chair on August 15, 2024. Former Chief Financial Officer of Abbott Laboratories with prior roles as Division Controller and Vice President, Investor Relations; B.B.A. in Accounting from the University of Toledo. The Board classifies him as independent under Nasdaq and SEC rules and has designated him an “audit committee financial expert.” He attended the 2024 annual meeting and met the ≥75% attendance threshold for Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abbott Laboratories | Chief Financial Officer | — | Extensive financial leadership in global healthcare; supports audit oversight as “financial expert” |
| Abbott Laboratories | Division Controller (multiple business units) | — | Operational finance oversight |
| Abbott Laboratories | Vice President, Investor Relations | — | Capital markets and investor engagement expertise |
| Portal Innovations (VC for early life science start-ups) | Founding Chairman; Operating Partner | — | Venture-building and early-stage governance |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| 32 BioSciences (formerly Covira Surgical) | Director | Private (health-tech) | Board member |
| Confluent Medical | Audit Committee Chair | Private (PE-backed medical device manufacturer) | Audit leadership; medical device industry exposure |
Board Governance
- Committees: Audit Committee Chair (from Aug 15, 2024); members post-Annual Meeting: Rubash, Snyderman, Yoor. Audit Committee met 7 times in 2024; average committee attendance 89%.
- Independence: Board determined all directors other than CEO are independent, including Yoor. Executive sessions held regularly with the independent Chair presiding.
- Attendance: Each director attended at least 75% of applicable meetings in 2024 except Rubash (health-related); Yoor attended the 2024 annual meeting.
- Board configuration: Declassified one-year terms; eight directors proposed for 2025.
| Committee | Role | 2024 Meetings Held | Attendance Indicator |
|---|---|---|---|
| Audit Committee | Chair (from Aug 15, 2024) | 7 | ≥75% (Board-level threshold met; average committee attendance 89%) |
| Compensation & HCM Committee | — | 6 | — |
| Nominating & Corporate Governance Committee | — | 4 | — |
Fixed Compensation
- 2024 Director Compensation (Brian Yoor): Cash fees $63,777; Stock awards (RSUs, grant-date fair value) $159,707; Total $223,484.
- 2025 Policy (context): Cash retainer $55,000 (Board member); Audit Chair +$25,000; Audit member +$10,000; annual RSU grant ~$185,000; initial RSU grant ~$300,000; director annual cash cap $200,000 (raised to $300,000 for Chair/Lead/Audit Chair); equity awards capped at $300,000; $500,000 cap in initial-service fiscal year.
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 63,777 |
| Stock Awards (RSUs, grant-date fair value) | 159,707 |
| Total | 223,484 |
| Non-Employee Director Cash Retainers (2025) | Amount ($) |
|---|---|
| Board Member Annual Retainer | 55,000 |
| Audit Committee Chair | +25,000 |
| Audit Committee Member | +10,000 |
Performance Compensation
- RSU Structure: Annual RSU grant ($185,000 in 2025; $180,000 in 2024) vests at the earlier of one year from grant or next annual meeting; initial RSU grant ($300,000) vests one-third annually over three years. RSUs fully vest upon change in control with continued service through the event. No performance metrics (e.g., TSR, EBITDA) apply to director RSUs; awards are time-based.
| Award Type | Grant Value ($) | Vesting | Performance Metrics | Change-in-Control Terms |
|---|---|---|---|---|
| Annual RSU (2024, Yoor grant-date value) | 159,707 | Vests at earlier of 1-year or next annual meeting | None (time-based) | Full vesting if CoC and continued service |
| Annual RSU (Policy, 2025) | ~185,000 | Same as above | None | Full vesting if CoC and continued service |
| Initial RSU (Policy) | ~300,000 | 1/3 per year over 3 years | None | Full vesting if CoC and continued service |
Other Directorships & Interlocks
| Company | Relationship to IRTC | Interlock/Conflict Indicator |
|---|---|---|
| Confluent Medical | Medical device manufacturer; potential sector adjacency | No related-party transactions ≥$120,000 disclosed for directors (including Yoor) from Jan 1, 2024 to present |
| 32 BioSciences | Health-tech company; microbiome focus | No related-party transactions ≥$120,000 disclosed |
Expertise & Qualifications
- Designated audit committee financial expert; financially proficient.
- Senior finance leadership (Abbott CFO), operational finance controls (Division Controller), investor relations leadership.
- Accounting education (B.B.A., University of Toledo).
Equity Ownership
- Beneficial ownership: 800 shares; <1% of outstanding.
- RSUs held (unvested) as of Dec 31, 2024: 3,440; options: none.
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3x annual cash retainer; company states all executives and directors are in compliance. Hedging and pledging are prohibited by policy.
| Ownership Detail | Amount |
|---|---|
| Common Stock Owned | 800 |
| Ownership % | <1% |
| RSUs (Unvested) | 3,440 |
| Options (Exercisable/Unexercisable) | — (none) |
| Pledged Shares | Prohibited by policy |
| Guideline Requirement | 3x annual cash retainer (director) |
| Compliance Status | All executives and directors in compliance |
Governance Assessment
- Strengths: Independent director with deep finance background; Audit Chair since Aug 15, 2024; designated “financial expert”; equity-heavy director pay mix that aligns incentives (RSU value > cash fees in 2024); adheres to stock ownership guidelines; attends annual meeting; meets ≥75% attendance threshold.
- Oversight signals: Audit Committee report evidences active engagement with PwC and management on independence and audit quality; ratified PwC for 2025. Chair transition from Rubash to Yoor suggests board confidence in his audit leadership.
- Conflicts/Related-party exposure: Company discloses no related-party transactions ≥$120,000 for directors (including Yoor) during the period reviewed; hedging/pledging prohibited. External roles are in adjacent healthcare/device markets, but no transactional ties disclosed.
- RED FLAGS: None disclosed on attendance (threshold met), compensation anomalies, hedging/pledging, or related-party transactions; note sector adjacency via Confluent Medical warrants routine monitoring despite no disclosed transactions.