Noel Bairey Merz
iRhythm TechnologiesAbout C. Noel Bairey Merz, M.D.
Independent director at iRhythm Technologies (IRTC) since April 2018; age 69. She is Medical Director of the Preventive and Rehabilitative Center at Cedars‑Sinai (since 1991), Medical Director and Endowed Chair of the Barbra Streisand Women’s Heart Center (since 2001), and Professor of Medicine at Cedars‑Sinai and UCLA. Education: B.A. (Honors) Biological Sciences, University of Chicago; M.D. (Honors), Harvard Medical School; Internal Medicine (UCSF), Cardiology (Cedars‑Sinai). Core credentials: leading cardiologist with extensive leadership across major medical societies and editorial boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cedars‑Sinai Medical Center | Medical Director, Preventive & Rehabilitative Center | 1991–present | Cardiovascular prevention and rehabilitation leadership |
| Cedars‑Sinai Smidt Heart Institute | Medical Director & Endowed Chair, Barbra Streisand Women’s Heart Center | 2001–present | Women’s heart health leadership |
| Association of University Cardiologists | President | 2015–2016 | Led national academic cardiology body |
| CV Therapeutics, Inc. | Scientific Advisory Board member | 2005–2009 | Industry advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCLA David Geffen School of Medicine | Professor of Medicine | Ongoing | Academic leadership |
| Journals: JACC, Circulation, European Heart Journal | Editorial board member | Since 2016 | Influences cardiovascular scholarship |
| American College of Cardiology; American Heart Association; NHLBI | Boards/councils/guideline panels | Various | Non‑profit clinical standards and policy work |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Dr. Bairey Merz is independent under SEC/Nasdaq rules.
- Committee assignments (2024): Member, Compensation & Human Capital Management Committee (not Chair). Not on Audit or Nominating & Corporate Governance.
- Committee leadership: No committee chair roles disclosed for Dr. Bairey Merz.
- Attendance and engagement: In 2024, each director attended at least 75% of Board/committee meetings except one director (Rubash); by implication Dr. Bairey Merz met the ≥75% threshold. Board met 8x; Compensation Committee met 6x. All then‑current directors except Rubash attended the 2024 annual meeting.
- Board structure: Independent Chair (Talwalkar); regular executive sessions of independent directors. If no independent Chair, policy provides for a Lead Independent Director—currently not applicable.
- Risk oversight: Comp & HCM Committee oversees compensation and human capital; Audit oversees financial/cyber risk; Nominating oversees governance/sustainability.
- Stockholder engagement signal: Following a low 2024 Say‑on‑Pay vote (49% support), the Board and Comp Committee (including Dr. Bairey Merz) expanded engagement and adjusted compensation design and disclosures.
Fixed Compensation (Director)
Policy (2025) cash retainers (non‑employee directors): Board member $55,000; Audit Chair $25,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $15,000; Nominating member $5,000; Board Chair add’l $50,000.
| Item | 2024 Actual – Bairey Merz | Notes |
|---|---|---|
| Cash fees | $57,500 | Implies 2024 board retainer ($50,000) + Compensation Committee member ($7,500). |
- Benchmarking: 2025 adjustments aimed at ~50th percentile of peer group per independent consultant Aon.
Performance Compensation (Director Equity)
- Annual grant design: Non‑employee directors receive RSUs annually (2024 policy ~$180,000; 2025 policy $185,000), vesting on earlier of 1‑year from grant or next annual meeting; initial onboarding grant ~$300,000 vests 1/3 annually. All director RSUs fully vest upon change‑in‑control (single‑trigger for directors).
- 2024 realized grant value (per director compensation table): $159,707 RSU grant date fair value (FASB ASC 718).
| Equity Element | Bairey Merz (12/31/2024) | Vesting/Terms |
|---|---|---|
| 2024 Stock Awards (RSUs, grant‑date FV) | $159,707 | 1‑year or next annual meeting vesting |
| RSUs outstanding | 1,841 units | Time‑based per policy |
| Options outstanding | — | N/A |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in IRTC proxy biography for Dr. Bairey Merz. |
| Committee interlocks | Compensation Committee disclosed no interlocks or insider participation; none of the members were officers/employees; no Item 404 relationships. |
Expertise & Qualifications
- Clinical/medical: Senior cardiologist; women’s heart health leader; medical and regulatory expertise relevant to iRhythm’s arrhythmia monitoring focus.
- Board skills context: Board highlights robust healthcare/medical device experience among nominees; matrix indicates medical expertise on the Board (including physicians).
- Governance practices: Declassified board; independent committees; ownership guidelines for directors.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| C. Noel Bairey Merz, M.D. | 5,774 | <1% | As of March 3, 2025; based on 31,600,070 shares outstanding. |
| RSUs held (12/31/2024) | 1,841 | — | Time‑based vesting. |
| Options exercisable (≤60 days) | — | — | None reported. |
- Hedging/pledging: Company prohibits hedging and pledging by directors; reinforces alignment.
- Ownership guidelines: Robust stock ownership guidelines apply to all directors (magnitude not specified in proxy summary).
Governance Assessment
- Strengths: Independent director with deep cardiology and regulatory experience; active on the Compensation & Human Capital Management Committee; ≥75% attendance; no related‑party transactions; stringent hedging/pledging prohibitions and director ownership guidelines support alignment.
- Pay alignment for directors: Mix of modest cash retainer plus time‑based RSUs; 2025 policy benchmarked to median peers; director RSUs accelerate on change‑in‑control (common market practice but single‑trigger for directors).
- Risk indicators: None identified specific to Dr. Bairey Merz (no Item 404 related‑party transactions, no interlocks). Board‑level concern in 2024 was low Say‑on‑Pay outcome; committee, including Dr. Bairey Merz, responded with enhanced disclosure, plan design changes, and removal of equity plan evergreen—constructive governance signal.
Bottom line: Dr. Bairey Merz brings credible clinical oversight and independence to the IRTC board with satisfactory attendance and no conflict red flags. Her role on the Compensation & HCM Committee places her at the center of pay‑for‑performance oversight; the committee’s 2024–2025 responsiveness to investor feedback suggests improving governance alignment with shareholders.