Mervin Smith
iRhythm HoldingsAbout Mervin Smith
Mervin Smith is Executive Vice President, Business Operations at iRhythm Technologies (IRTC), serving since July 2023. He oversees Global Business Services, Clinical Operations, Manufacturing, and Business Operations; he is 49 and holds an MBA from Ball State University and a B.S. in Accounting from the University of Pittsburgh . Company performance during his tenure includes 20.1% revenue growth in 2024 and a 5-year revenue CAGR over 22%, while adjusted EBITDA was -$7.7 million (-1.3% margin) in 2024; the long-term PSU framework measured a 3-year unit volume CAGR of 19.1% with TSR at the 33rd percentile, yielding ~101% payout in the 2022–2024 cycle for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zimmer Biomet | Vice President & General Manager, Surgical, Restorative Therapies & Office Based Technologies | Dec 2021–Jan 2023 | Led multiple surgical and restorative technology business lines |
| Zimmer Biomet | Executive leadership roles | Sep 2003–Jan 2023 | Senior operating leadership across global medtech operations |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
Specific base salary, target bonus %, and bonus payouts for Mr. Smith were not disclosed; he is not listed among 2024 NEOs in the proxy’s compensation tables . The company’s 2024 Annual Bonus Plan for executives used the following structure:
| Element | Design | 2024 Corporate Outcome |
|---|---|---|
| Revenue | 75% weighting | Corporate performance factor contribution toward 101% |
| Adjusted EBITDA | 25% weighting | Corporate performance factor contribution toward 101% |
Performance Compensation
Mr. Smith’s award details are not individually disclosed. iRhythm’s executive LTI design (applies to NEOs and generally to EVPs) is equally split between RSUs and PSUs; RSUs vest over 4 years, PSUs are earned over 3 years on Unit Volume CAGR with a TSR modifier vs the S&P Healthcare Equipment Select Industry Index .
| Metric | Weighting | Target Framework | Actual (most recent disclosed cycle) | Payout/Modifier | Vesting |
|---|---|---|---|---|---|
| Annual STI – Revenue | 75% | Based on annual plan | Contributed to corporate factor of 101% | Incorporated into STI payouts for executives | Cash bonus, annual |
| Annual STI – Adjusted EBITDA | 25% | Based on annual plan | Contributed to corporate factor of 101% | Incorporated into STI payouts for executives | Cash bonus, annual |
| PSUs – Unit Volume CAGR | 50% of LTI (with RSUs) | Threshold/Target/Max 13%/18%/23% | 3-yr CAGR of 19.1% (2022–2024 cycle) | 101.1% after TSR modifier (TSR 33rd percentile → 83.3% modifier) | Earned over 3 years; TSR modifier applied |
| RSUs – Time-based | 50% of LTI | Standard 4-year vest | N/A (plan design) | N/A | Time-based vesting across 4 years |
2025 STI changes add a strategic FDA remediation goal (10% weight) and rebalance to 50% revenue / 40% adjusted EBITDA to reinforce alignment with regulatory milestones and profitability .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guideline (EVP) | 2x annual base salary value; includes owned shares and RSUs, excludes options |
| Compliance status | Company discloses all executives and directors are in compliance |
| Hedging/Pledging | Prohibited; no holding in margin accounts or pledging of company stock allowed |
| Beneficial ownership (individual) | Mr. Smith is not in the 2024 NEOs/directors list; individual share count not disclosed in Security Ownership table |
| Section 16 status | Filed Form 3 power of attorney in Aug 2023 indicating insider reporting setup |
Employment Terms
| Term | EVP (Tier 2) Outside CIC | EVP (Tier 2) During CIC Period | Notes |
|---|---|---|---|
| Severance – Salary months | 12 months | 18 months | Requires Qualifying Termination (without Cause or for Good Reason) |
| Severance – Target bonus % | 100% of target bonus (prorated via policy table) | 150% of target bonus | Paid as part of severance calculation |
| COBRA continuation | 12 months | 15 months | Company-paid per policy |
| Equity acceleration (time-based) | None | 100% acceleration | Performance awards deemed achieved at target unless the award agreement specifies otherwise |
| Change-in-control trigger | Double-trigger (CIC plus Qualifying Termination) | Double-trigger | Company-wide policy uses double-trigger mechanics |
| Good Reason definition (summary) | Material salary reduction, material reduction in duties/responsibilities, or relocation >50 miles, subject to notice and cure periods | Same | Formal notice and cure procedure required |
| Clawbacks | Dodd-Frank restatement clawback and separate misconduct clawback policies adopted Aug 2023 | Same | Applies to current/former Section 16 officers |
Investment Implications
- Retention risk appears mitigated: Tier 2 severance provides 12 months salary + 100% target bonus (outside CIC) and enhanced 18 months salary + 150% target bonus + full time-based equity acceleration during CIC, with double-trigger protection—supporting continuity while avoiding single-trigger windfalls .
- Alignment is robust: EVPs have 2x salary stock ownership guidelines, executives are in compliance, and hedging/pledging is prohibited—reducing misalignment and leverage-related risks .
- Performance-linked pay: Annual STI emphasizes revenue and adjusted EBITDA; LTI PSUs tie to 3-year unit volume CAGR with a TSR modifier. 2025 adds FDA remediation goals, signaling compensation explicitly linked to resolving regulatory issues and improving profitability .
- Insider selling pressure: No Form 4 transactions for Mr. Smith were located in our document search; a Form 3 POA was filed in Aug 2023 (insider setup). Lack of observed Form 4s reduces near-term selling signal evidence, though absence of filings is not conclusive .
- Governance overhang: 2024 say-on-pay support was 49%, prompting program changes (removal of evergreen provision, enhanced disclosure, added remediation metrics). This indicates heightened investor scrutiny and potential sensitivity to future pay design and outcomes .
- Company-level legal/regulatory backdrop: Ongoing class action and derivative suits (naming certain executives, not Mr. Smith) and DOJ/FDA-related matters increase execution risk and heighten the importance of the added remediation-linked incentives .
Key role scope: Smith leads Global Business Services and core operations functions; establishing a GBS center was among strategic performance priorities in 2023 special awards, aligning his remit with operational efficiency and scalability initiatives **[1388658_0001388658-25-000078_irtc-20250416.htm:44]** **[1388658_0001388658-25-000078_irtc-20250416.htm:48]**.
Notes on Missing Disclosures
- Individual base salary, target bonus %, bonus payout, grant-date fair values, share counts, and detailed vesting schedules for Mr. Smith are not disclosed in the reviewed proxy and filings; tables above present company-wide plan designs and EVP-tier policies applicable to his level .
Sources
- Executive background, age, role, education and responsibilities ; leadership roster slide .
- Performance and compensation program design, outcomes and changes .
- Severance/change-in-control policy details and Good Reason definition .
- Ownership guidelines and clawbacks; hedging/pledging prohibitions .
- Security ownership table (absence of Smith listing), Section 16 Form 3 POA .
- Legal proceedings overview .