Karen McGinnis
iRhythm TechnologiesAbout Karen McGinnis
Karen McGinnis is an independent director of iRhythm Technologies (IRTC), appointed July 7, 2025, and serves on the Audit Committee. She is a CPA with three decades of senior operating and finance roles, including Chief Accounting Officer at Illumina (2017–2021) and CEO/CFO of Mad Catz; she holds a BBA in Accounting from the University of Oklahoma . The Board determined she is independent under Nasdaq standards and meets SEC Rule 10A‑3 audit committee eligibility .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | Chief Accounting Officer | 2017–2021 | Led global accounting and tax operations |
| Mad Catz Interactive | CEO & President; prior CFO | CEO: 2016–2017; CFO: 2013–2016 | Executed global restructuring; navigated complex liquidation in multiple countries |
| Cymer, Inc. | Chief Accounting Officer | 2009–2013 | Senior finance leadership |
| Insight Enterprises | Chief Accounting Officer; SVP Finance; VP Finance | 2000–2009 | Finance leadership across roles |
| KPMG LLP | Senior Assurance Manager | 1989–1997 | Public accounting and audit foundation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Alphatec Holdings (NASDAQ: ATEC) | Director; Audit Committee Chair | Since 2019 | Audit Committee Chair |
| Absci Corp (NASDAQ: ABSI) | Director; previously Lead Independent Director | Since 2020 | Board member; prior Lead Independent Director |
| Sonendo, Inc. | Director (former) | Oct 2021–Mar 2024 | Former public company board role |
| Biosplice Therapeutics | Director (former) | Apr 2021–Mar 2023 | Former private company board role |
Board Governance
- Appointment and independence: Appointed to IRTC Board effective July 7, 2025; determined independent and appointed to Audit Committee; no related‑party transactions under Item 404 .
- Committee assignment(s): Audit Committee member at appointment; Kevin O’Boyle simultaneously appointed to Audit and Nominating & Governance Committees, signaling a refresh of financial oversight .
- Director compensation framework: Non‑employee director policy includes cash retainers and time‑based RSUs; awards accelerate on change in control .
- Board culture and attendance context: In 2024, the Board met 8 times; all directors met the 75% attendance threshold except one (health-related), with Audit (7 meetings), Compensation (6) and Nominating (4) active—McGinnis joined after this period .
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Board retainer (cash) | $55,000 | Paid quarterly in arrears; increased from $50,000 in 2024 |
| Audit Committee member | $10,000 | Applies to McGinnis as Audit member |
| Audit Committee Chair | $25,000 | Not applicable to McGinnis (member, not chair) |
| Compensation Committee Chair | $15,000 | Not applicable |
| Compensation Committee member | $7,500 | Not applicable |
| Nominating & Governance Chair | $15,000 | Not applicable |
| Nominating & Governance member | $5,000 | Not applicable to McGinnis; O’Boyle receives as member |
| Chair of the Board premium | $50,000 | Not applicable |
Performance Compensation
Directors receive time‑based RSUs; no performance metrics are attached (director equity is not pay-for-performance).
| Equity Award | Grant Value | Vesting | Mechanics/Other |
|---|---|---|---|
| Initial RSU (upon joining Board) | $300,000 | 1/3 annually over 3 years from 7/7/2025, subject to service | Shares determined by 20‑day average closing price; accelerates on change in control |
| Annual RSU (at each annual meeting) | $185,000 | Vests on earlier of 1‑year anniversary or next annual meeting | Next anticipated at 2026 annual meeting |
Other Directorships & Interlocks
| Company | Relationship to IRTC | Potential Conflict/Interlock Assessment |
|---|---|---|
| Alphatec Holdings (spine surgery) | No known customer/supplier ties to IRTC | Different medtech segment; no related‑party transactions disclosed |
| Absci Corp (biopharma/AI discovery) | No known customer/supplier ties to IRTC | Distinct industry; no related‑party transactions disclosed |
The Company disclosed no transactions requiring reporting under Item 404(a) of Regulation S‑K for McGinnis, mitigating related‑party concerns .
Expertise & Qualifications
- Financial leadership and audit oversight: Former CAO (Illumina), CFO/CEO (Mad Catz), CPA; qualified for Audit Committee under SEC Rule 10A‑3 .
- Public company governance: Multiple public boards; current Audit Chair at Alphatec and prior Lead Independent Director at Absci .
- Operational experience: Turnaround and restructuring experience, international operations, SEC reporting and compliance .
Equity Ownership
| Item | Detail |
|---|---|
| Initial IRTC equity grant | $300,000 in RSUs granted on appointment 7/7/2025; 3‑year ratable vesting; accelerates upon change in control if in service at event |
| Annual IRTC equity grant | Policy indicates $185,000 RSU at each annual meeting; next anticipated at the 2026 annual meeting; vests by next meeting/1‑year |
| Share calculation method | Number of RSUs based on average daily closing price over 20 trading days ending on grant date |
| Beneficial ownership disclosure | Not included in 2025 proxy (appointment post‑record date); no Form 4 cited here; will update when reported |
Governance Assessment
- Board effectiveness: McGinnis strengthens financial oversight and audit competency following the retirement of two long‑tenured directors; immediate Audit Committee placement signals prioritization of financial controls and reporting quality .
- Independence and conflicts: Explicitly independent; no Item 404 related‑party exposure disclosed; assignment aligns with best practices for independent committee composition .
- Compensation alignment: Director pay mix (cash + time‑based RSUs) is standard; change‑in‑control acceleration exists for director awards, a common but investor‑sensitive provision to monitor .
- Engagement context: iRhythm’s 2024 Say‑on‑Pay received 49% support; Board responded with governance/comp changes (e.g., removed equity plan evergreen, enhanced disclosures), indicating responsiveness to shareholder feedback—constructive backdrop for new directors to reinforce pay‑for‑performance oversight .
- Risk indicators: Prior turnaround/liquidation experience at Mad Catz reflects deep restructuring exposure; not a conflict at IRTC but a background data point investors may weigh in assessing judgment under stress .
Sources: IRTC DEF 14A (Apr 16, 2025) for governance, director compensation policy, and board activity ; IRTC 8‑K/press release (July 7, 2025) for appointment, independence, committee roles, and grants ; IRTC board profile for career history and education ; Absci board page for external roles .