Bruce Bodaken
iRhythm TechnologiesAbout Bruce Bodaken
Bruce Bodaken (age 73) has served as an independent director of iRhythm Technologies, Inc. since July 2017, bringing extensive healthcare leadership experience, including prior service as Chairman and CEO of Blue Shield of California and academic/public policy roles at UC Berkeley and the Brookings Institution . He holds a B.A. in Philosophy from Colorado State University and an M.A. in Philosophy from the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Shield of California | Chairman & CEO | Not disclosed | Led strategy and management of California’s third-largest insurer |
| Blue Shield of California | President & COO | Jan 1996 – Dec 2000 | Operational leadership |
| University of California, Berkeley | Faculty (Dept. of Public Health) | Not disclosed | Academic governance and policy contributions |
| Brookings Institution | Visiting fellow (value-based care) | Not disclosed | Health policy thought leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rite Aid Corporation | Director | May 2013 – Aug 2024 | Not disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation & Human Capital Management Committee .
- Independence: The board determined all directors other than the CEO are independent; Bodaken is independent under Nasdaq and SEC rules .
- Attendance: In 2024, the board met eight times; each director attended at least 75% of applicable meetings except one director (Rubash) due to illness. Bodaken met the 75%+ threshold . He attended the 2024 annual meeting; all directors except Rubash were present .
- Board composition/skills: Governance, finance, and healthcare expertise represented; Bodaken’s matrix indicates healthcare industry, senior leadership, finance, public company governance, HCM, and ERM skills .
| Governance Item | Detail |
|---|---|
| Board independence | Majority independent; committees entirely independent |
| Committee meeting cadence (2024) | Audit 7, Comp 6, Nominating 4; average attendance 89%, 96%, 83%, respectively |
| Lead independent structure | Independent chairman (Talwalkar) presides over executive sessions |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Cash fees (total) | $68,000 |
| 2024 | Stock awards (grant-date fair value) | $159,707 |
| 2024 | Total | $227,707 |
| Policy Element | 2024 Policy | 2025 Policy |
|---|---|---|
| Board member annual retainer | $50,000 | $55,000 |
| Chair, Nominating & Corporate Governance | $10,500 | $15,000 |
| Member, Compensation Committee | $7,500 | $7,500 |
| Annual RSU grant value | $180,000 | $185,000 |
Notes:
- Bodaken’s 2024 cash total aligns with base retainer ($50,000), Nominating chair ($10,500), and Compensation member ($7,500) .
- Director RSUs vest one year from grant (or next annual meeting); initial director RSUs ($300,000) vest 1/3 annually over three years .
Performance Compensation
| Program | Metric(s) | Weighting | Design Details |
|---|---|---|---|
| Director Equity (time-based) | RSUs | N/A | Annual RSUs vest on earlier of one-year anniversary or next annual meeting; full vesting on change in control |
| Executive STI (2024) | Revenue; Adjusted EBITDA; Individual modifier | 75%; 25%; 0–200% | Payouts for NEOs ranged 101–116% of target |
| Executive STI (2025) | Revenue; Adjusted EBITDA; Strategic Objective (FDA remediation) | 50%; 40%; 10% | Added regulatory remediation goal; increased profitability weighting |
| Executive LTI PSUs (2022–2024 cycle) | Global unit volume CAGR; TSR modifier vs S&P Healthcare Equipment Select Industry Index | Performance-based | CEO PSU payout 101.1% (CAGR 19.1%, TSR modifier 83.3%) |
Special awards:
- No special equity awards in 2024; the committee committed to no future one-time awards absent extraordinary circumstances or recruitment needs .
- 2023 special strategic equity award performance objectives disclosed (patient registrations, billing ops, GBS center, Adj. EBITDA >10% over two rolling quarters, elevated MCT commercial launch; TSR modifier applied) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no relationships requiring Item 404 disclosure, and no reciprocal executive board/committee service interlocks in 2024 |
| Related party transactions | None ≥$120,000 involving directors/officers since Jan 1, 2024 (other than standard compensation) |
Expertise & Qualifications
- Healthcare payer/operator leadership (Blue Shield of California), public company governance, finance, HCM, enterprise risk .
- Academic/public policy background (UC Berkeley faculty; Brookings visiting fellow on value-based care) .
- Education: B.A. Philosophy (Colorado State University); M.A. Philosophy (University of Colorado) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 9,667 (<1%) |
| Shares (common) | 9,439 |
| Options exercisable within 60 days | 228 |
| RSUs held (Dec 31, 2024) | 1,841 |
| Pledging/hedging | Prohibited by company policy |
| Ownership guidelines | Directors: 3x annual cash retainer; all directors in compliance |
Governance Assessment
Strengths
- Independent director; chairs the Nominating & Corporate Governance Committee and serves on Compensation, positioning him to influence board refreshment, sustainability oversight, and pay practices .
- Solid engagement/attendance standards met (≥75%); presence at annual meeting supports investor-facing governance .
- Director pay structure is equity-heavy with time-based RSUs and no meeting fees; change-in-control vesting terms are transparent; ownership guidelines enforced and in compliance .
- No related-party transactions and no compensation committee interlocks; hedging/pledging prohibited; robust clawback policies (misconduct and accounting restatement) enhance pay governance .
Risks and RED FLAGS
- 2024 Say-on-Pay received only 49% support, signaling investor concern; while the board/committee (including Bodaken) responded with enhanced disclosure, removal of the evergreen provision, and added regulatory remediation metrics, this remains a watch item for pay-for-performance credibility .
- Single-trigger full vesting of director RSUs upon change in control may be viewed unfavorably by some investors regarding alignment in transaction scenarios .
- Nominating & Corporate Governance Committee average attendance was 83% in 2024 (lower than Compensation’s 96%); continued monitoring of committee effectiveness is warranted, though Bodaken individually met the 75% threshold .