Karen Ling

About Karen Ling

Karen Ling (age 61) is an independent director at iRhythm Technologies (IRTC) since November 2021. She is a seasoned human capital and compensation leader with prior CHRO roles at AIG and Allergan, and legal/HR leadership roles across Merck, Schering‑Plough, Forest/Actavis, and Wyeth. Ling holds a B.A. in Economics from Yale and a J.D. from Boston University School of Law, and currently chairs IRTC’s Compensation and Human Capital Management Committee, positioning her as the Board’s lead voice on pay, talent, and governance alignment .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors other than the CEO are independent under SEC/Nasdaq rules; Ling is independent .
• Committee assignments: Chair, Compensation & Human Capital Management Committee; not listed as a member of Audit or Nominating & Corporate Governance -.
• Attendance: In 2024, the Compensation Committee held 6 meetings with 96% average attendance; the Board states all directors met the 75% attendance threshold except one director (not Ling). All then‑current directors except Mr. Rubash attended the 2024 annual stockholders’ meeting -.
• Board leadership: Independent Chair (Talwalkar); regular executive sessions of non‑employee directors .
• Risk oversight: Compensation & HCM Committee oversees executive pay and human capital; Audit oversees financial/cyber/privacy; Nominating oversees governance/sustainability .

Fixed Compensation (Director)

Director cash/equity policy (effective for 2025 annual cycle):

• Board retainer: $55,000 (from $50,000 in 2024)
• Committee chair retainers: Audit $25,000 (from $20,000); Compensation & HCM $15,000 (unchanged); Nominating $15,000 (from $10,500)
• Committee member retainers: Audit $10,000; Compensation & HCM $7,500; Nominating $5,000
• Annual director RSU: $185,000 (from $180,000), vests by next annual meeting or one year; initial new‑director RSU $300,000 over 3 years; director equity fully vests at change‑in‑control .

Performance Compensation (as Committee Chair – executive pay program design)

Say‑on‑pay response (governance signal):

• 2024 say‑on‑pay support 49%; the Committee (chaired by Ling) led expanded shareholder outreach, removed the plan “evergreen” feature in Nov 2024, increased STI profitability weighting, and added an FDA remediation strategic metric for 2025; Ling co‑signed the Committee’s letter outlining changes -.

Other Directorships & Interlocks

• Compensation Committee interlocks: None. The company discloses no Item 404 related‑party relationships for Compensation & HCM Committee members (including Ling) and no interlocking relationships with other companies’ compensation committees .
• Related‑party transactions: None above $120,000 from Jan 1, 2024 to present (other than standard director/executive compensation) .

Expertise & Qualifications

• Board skills matrix attributes for Ling include: Healthcare/Medical Device industry, Senior Leadership, Finance, Public Company Governance, Global Operations, Human Capital Management, Enterprise Risk Management, and Corporate Sustainability .
• Education: B.A. Economics (Yale); J.D. (Boston University) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep compensation, legal, and human capital expertise; chairs the Compensation & HCM Committee and led responsive enhancements after a low say‑on‑pay outcome (removed evergreen, added regulatory remediation metric, increased profitability weighting, improved disclosure) .
  • Alignment: Director pay structure skews toward equity (annual RSUs exceed cash retainer), change‑in‑control double‑trigger practices for executives and full vest for director RSUs at CoC; robust clawback and anti‑hedging/pledging policies .
  • Independence and conflicts controls: No Item 404 related‑party transactions; no compensation committee interlocks; all independent committees .

• Watch items / RED FLAGS

  • 2024 say‑on‑pay received 49% support, signaling investor concern on pay design and transparency; the Committee’s 2025 program changes mitigate this but investors may continue to scrutinize outcomes and disclosure quality .
  • Company‑level regulatory remediation is a priority and now embedded in 2025 incentives; continued oversight will be required to ensure disciplined, auditable goal‑setting and pay‑for‑performance integrity .

• Implications for investors

  • Ling’s leadership on compensation reforms and stakeholder engagement is a positive for board effectiveness and alignment; monitoring the execution of the revised STI/PSU frameworks and future say‑on‑pay results will be key indicators of regained investor confidence -.

Appendix: Committee & Meeting Snapshot (2024)