Daniel Wilson
iRhythm TechnologiesAbout Daniel Wilson
Daniel Wilson, age 43, is Chief Financial Officer of iRhythm Technologies, appointed effective August 31, 2024 after serving as EVP roles spanning Corporate Development, Strategy, and Investor Relations since June 2019; he previously held leadership positions at Penumbra and investment banking roles at J.P. Morgan and Piper Jaffray, and began his career at KPMG; he holds a B.S. in Business Administration from Cal Poly San Luis Obispo . During 2024, iRhythm delivered 20.1% revenue growth versus 2023, a five‑year revenue CAGR over 22%, and an adjusted EBITDA of negative $7.7 million alongside 160 bps gross margin improvement, contextualizing Wilson’s finance leadership backdrop and the company’s operational priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iRhythm Technologies | EVP, Corporate Development & Investor Relations | Apr 2023 – Aug 2024 | Led capital markets and external communications; advanced corporate development initiatives |
| iRhythm Technologies | EVP, Corporate Development, Corporate Strategy & Investor Relations | Jun 2019 – Apr 2023 | Drove strategy formation and investor engagement during transformation phase |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penumbra, Inc. | Director & Head of Business Development | Prior to Jun 2019 | Business development leadership in global medtech |
| J.P. Morgan | Executive Director, Healthcare Investment Banking | Aug 2006 – May 2016 | Coverage of digital health and medical technology deals |
| Piper Jaffray | Investment Banking – Healthcare | Aug 2004 – Aug 2006 | Transaction execution in healthcare sectors |
| KPMG | Audit Associate | Sep 2003 – Aug 2004 | Audit and financial reporting foundation |
Fixed Compensation
| Item | Detail |
|---|---|
| Base salary at 12/31/2024 | $425,000 |
| 2024 salary actually paid | $455,661 (partial year at CFO rate) |
| Target bonus % (2024) | 60% of base salary (increased upon CFO appointment) |
| 2024 annual bonus paid | $257,550 (paid March 2025) |
Performance Compensation
2024 Short‑Term Incentive (STI) – Design and Outcome
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Revenue | 75% | Not disclosed | Corporate Performance Factor: 101% | Contributes to total payout factor |
| Adjusted EBITDA | 25% | Not disclosed | Corporate Performance Factor: 101% | Contributes to total payout factor |
| Individual Performance | Modifier | N/A | 100% (Wilson) | Final payout = 101% of target bonus ($257,550) |
2025 STI changes: weighting shifts to 50% Revenue, 40% Adjusted EBITDA, and 10% Strategic Objective focused on FDA remediation, improving pay‑for‑performance alignment to profitability and regulatory milestones .
2024 Equity Grants (RSUs and PSUs)
| Award Type | Grant Date | Units | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (Annual) | 2/28/2024 | 5,371 | $635,282 | Four-year, annual installments |
| PSU (Annual – Target) | 2/28/2024 | 5,371 | $717,029 | Earned over 3 years based on unit volume CAGR; TSR modifier |
| RSU (Promotion) | 9/15/2024 | 5,701 | $436,754 | Four-year, annual installments |
PSU Program – Design Parameters (applies to NEOs, including CFO)
| Metric | Weighting | Threshold | Target | Maximum | TSR Modifier | Performance Period |
|---|---|---|---|---|---|---|
| Global unit volume CAGR | 50% of LTI | 13% | 18% | 23% | Adjusts earned PSUs by relative TSR vs S&P Healthcare Equipment Select Industry Index | 3 years (e.g., 2024–2026 cycle) |
Illustrative outcome for completed 2022–2024 cycle (program reference): 3‑year unit volume CAGR achieved 19.1% with 33rd percentile TSR yielding an 83.3% TSR modifier; CEO earned ~101.1% of target PSUs (program context) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (as of 3/3/2025) | 22,699 shares; less than 1% of outstanding |
| Ownership guidelines | Executives and directors must hold robust multiples; all executives are in compliance |
| Hedging/pledging | Prohibited; no holding in margin accounts or pledging allowed |
| Clawbacks | Dodd‑Frank restatement clawback and misconduct clawback in effect |
Unvested RSUs and Unearned PSUs (as of 12/31/2024)
| Award | Grant Date | Vest Commencement | Unvested/Unearned Units (#) | Market Value ($) |
|---|---|---|---|---|
| RSU | 9/15/2024 | 9/15/2024 | 5,701 | $514,059 |
| RSU | 2/28/2024 | 2/28/2024 | 5,371 | $484,303 |
| RSU | 2/27/2023 | 2/27/2023 | 4,350 | $392,240 |
| RSU | 2/15/2022 | 2/15/2022 | 2,006 | $180,881 |
| RSU | 3/1/2021 | 3/1/2021 | 627 | $56,537 |
| PSU (Target) | 2/28/2024 | 2/28/2027 | 5,371 | $484,303 |
| PSU (Target) | 2/27/2023 | 3/15/2026 | 5,801 | $523,076 |
| PSU (Target) | 2/15/2022 | 3/15/2025 | 4,012 | $361,762 |
Employment Terms
Executive Change‑in‑Control and Severance Policy – CFO Terms
| Scenario | Salary Months | Target Bonus % | COBRA Months | Equity Acceleration |
|---|---|---|---|---|
| Qualifying Termination outside CIC period | 12 | 100% | 12 | None for time‑based awards |
| Qualifying Termination during CIC period | 18 | 150% | 15 | 100% for time‑based awards; PSUs deemed at target unless award specifies otherwise |
Potential Payments Upon Termination (Illustrative amounts from Proxy)
| Scenario | Severance Payment ($) | Medical Benefits ($) | Accelerated Equity ($) | Bonus ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without CIC | 425,000 | 33,566 | — | — | 458,566 |
| Termination during CIC period | 531,250 | 41,958 | 2,770,915 | 255,000 | 3,599,123 |
Company maintains at‑will employment for executives with no employment agreements; no SERP or special retirement plans; limited perquisites; no perquisite tax gross‑ups; no severance/CIC tax gross‑ups .
Performance & Track Record
- CFO certifications: Wilson signed Section 302 and Section 906 SOX certifications on the Q3 2025 Form 10‑Q and was the signatory on related 8‑K exhibits, reflecting principal financial officer responsibilities .
- Leadership transitions risk: Company notes retention and execution risks tied to leadership changes, including the August 2024 CFO transition appointing Daniel Wilson .
Compensation Structure Analysis
- Pay‑for‑performance: Majority of annual compensation is variable; annual STI linked to Revenue and Adjusted EBITDA, with added FDA remediation metric and higher EBITDA weighting for 2025 to drive profitability focus .
- Equity mix: Annual LTI split 50% RSUs/50% PSUs with 3‑year unit volume CAGR and TSR modifier, reinforcing long‑term growth and relative performance alignment .
- Governance response: Following a 49% say‑on‑pay outcome in 2024, Board removed the equity plan “evergreen” provision and enhanced disclosure; compensation metrics were refined to address shareholder feedback .
Investment Implications
- Alignment: The PSU design tied to multi‑year unit volume growth with TSR modification and the 2025 STI addition of FDA remediation metrics suggest stronger alignment of pay with operational execution and shareholder outcomes .
- Retention vs. acceleration: CIC terms for the CFO (18 months salary, 150% target bonus, full acceleration of time‑based awards; PSUs at target) offer retention incentives yet could accelerate realized equity value in a transaction scenario; investors should model dilution and potential supply from vesting events .
- Ownership and selling pressure: Wilson’s direct beneficial ownership is modest (<1%), with a meaningful schedule of unvested RSUs/PSUs; while hedging/pledging is prohibited and ownership guideline compliance is reported, monitoring Form 4 activity around vest dates remains prudent for trading signals .
- Execution risk: Company‑disclosed leadership transition and regulatory remediation priorities underscore execution focus; compensation program changes (e.g., higher EBITDA weighting) indicate management confidence in profitability trajectory, but investors should track progress on remediation and margins versus targets to gauge payout risk .