Quentin Blackford
iRhythm TechnologiesAbout Quentin Blackford
Quentin S. Blackford, 46, has served as President, Chief Executive Officer, and Director of iRhythm Technologies since October 2021. He is a CPA (inactive) with dual B.S. degrees in Accounting and Business Administration from Grace College, and previously held senior operating and finance roles at DexCom, NuVasive, and Zimmer Holdings . Under his leadership, iRhythm delivered 2024 revenue of $591.8M (+20.1% YoY) and improved adjusted EBITDA (2024 adj. EBITDA -$7.7M), with a five-year revenue CAGR over 22% as of YE 2024; the company also emphasized pay-for-performance via PSUs tied to unit volume CAGR with a relative TSR modifier . The board uses an independent chair structure (Abhijit Talwalkar), mitigating CEO/Chair dual-role governance concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DexCom, Inc. | Chief Operating Officer (various roles 2017–2021) | 2017–2021 | Large-cap medtech operator experience and commercial scale in CGM market |
| NuVasive, Inc. | Chief Financial Officer (various roles 2009–2017) | 2009–2017 | Public-company CFO background in medical devices and operations finance |
| Zimmer Holdings, Inc. | Director of Finance and Controller, Dental Division (various roles 1999–2009) | 1999–2009 | Orthopedic/medtech P&L, controls, and cost discipline expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alphatec Holdings, Inc. | Independent Director | Since Oct 2017 | Public medtech board experience |
| Paragon 28, Inc. | Independent Director | Since Aug 2022 | Public medtech board experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 700,000 | 100% | 777,700 (Corp factor 103%, Individual 110%) |
| 2023 | 675,000 | 100% | 716,000 |
Performance Compensation
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Design and metrics:
- Short-term incentive (STI) 2024: Revenue (75%) and Adjusted EBITDA (25%) with individual modifier; corporate factor certified at 103% (Revenue $591.8M at 102% payout; Adjusted EBITDA at 105% payout; one-time IPR&D excluded) .
- Short-term incentive 2025 update: Weighting changed to Revenue 50%, Adjusted EBITDA 40%, and a 10% Strategic Objective focused on FDA remediation (added in response to shareholder feedback) .
- Long-term incentives (LTI): Annual equity split ~50% PSUs and 50% RSUs since 2022; PSUs earned on 3-year Unit Volume CAGR with a TSR modifier vs S&P Healthcare Equipment Select Industry Index (±25%, 2024–2026 PSU cycles capped at 200%) .
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Recent awards and outcomes:
- 2024 annual grants (CEO): 30,938 target PSUs (grant-date FV $4.13M) and 30,938 RSUs (grant-date FV $3.66M) .
- 2023 annual grants (CEO): 28,775 target PSUs and 28,775 RSUs .
- Special Strategic PSU Award (Aug 7, 2023): CEO 48,534 target PSUs (max 72,801), performance goals include cumulative patient registrations (≥10M), billing/revenue ops enhancement, establishment of GBS in the Philippines, adjusted EBITDA margin >10% (rolling two quarters), and MCT product launch; TSR modifier applied; 3-year period ending June 30, 2026; special change-in-control treatment (performance deemed ≥target; time-based vest through period; double-trigger acceleration) .
- PSU payout history: 2021–2023 cycle paid at 88.78% for the CEO ; 2022–2024 cycle earned ~101.1% per CEO disclosure (CAGR 121.4%, TSR modifier 83.3%) .
STI and LTI Structure
| Program | 2024 Design | 2025 Design/Notes |
|---|---|---|
| STI | 75% Revenue; 25% Adj. EBITDA; individual modifier; final corporate factor 103% | 50% Revenue; 40% Adj. EBITDA; 10% Strategic (FDA remediation) |
| LTI | 50% PSUs (3-yr Unit Volume CAGR + TSR modifier), 50% RSUs | Same; PSU payout capped at 200% for 2024–2026 cycles |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 107,058 shares; <1% of outstanding |
| Ownership Guidelines | CEO 4x base salary requirement; all executives/directors in compliance |
| Hedging/Pledging | Prohibited; insider trading policy in place |
| 10b5-1 Plan (Q2 2025) | CEO adopted plan on May 5, 2025 to sell up to 30,000 shares through May 5, 2026 (90-day cooling-off; transactions via Form 4) |
| Supply Overhang (Unvested at 12/31/2024) | CEO unearned PSUs at target: 2024 PSUs 30,938; 2023 PSUs 28,775; 2022 PSUs 40,159; 2023 Strategic PSUs 48,534 (total 148,406) |
Employment Terms
| Element | Provision |
|---|---|
| Employment Agreement | No individual employment agreement (at-will; offer letter only) |
| Clawbacks | Two policies: misconduct-based and accounting restatement (Nasdaq-compliant) |
| Change-in-Control (legacy policy, in force during 2024) | Double-trigger; if CIC window and qualifying termination: 24 months salary, 24 months COBRA, 150% target bonus, 100% acceleration (performance at target unless specified) |
| Severance (outside CIC, legacy policy) | CEO: 18 months salary, 18 months COBRA |
| Restated CIC/Severance Policy (approved Oct 29, 2025) | Outside CIC: CEO 18 months salary, 150% target bonus, 18 months COBRA; During CIC (24-mo window): CEO 24 months salary, 200% target bonus, 24 months COBRA, 100% acceleration (performance at target unless award specifies otherwise) |
Estimated Payments (as of YE 2024, legacy policy estimates)
| Scenario | Severance Payment ($) | COBRA ($) | Bonus ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o CIC | 1,050,000 | 50,850 | — | — | 1,100,850 |
| Termination w/ CIC | 1,400,000 | 72,415 | 1,050,000 | 18,121,169 | 20,643,584 |
Board Governance (Director Service and Independence)
- Director since October 2021; management (non-independent) director; not compensated for board service (CEO pay only) .
- Independent chairman: Abhijit Talwalkar; all committees composed of independent directors; regular executive sessions of non-employee directors .
- 2024 Committee composition (independent directors): Audit (Yoor—Chair from Aug 15, 2024; Rubash, Snyderman, Poul), Compensation & Human Capital (Ling—Chair; Bodaken; Bairey Merz; Talwalkar), Nominating & Corporate Governance (Bodaken—Chair; Rubash; Talwalkar) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received 49% support; board conducted enhanced outreach; changes included: removal of equity plan evergreen (Nov 2024), greater disclosure of performance targets, addition of FDA remediation metric to 2025 STI, and commitment to avoid special one-time awards absent extraordinary circumstances .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($M) | ~410.9 (implied by +~20% in 2023) | 492.7 | 591.8 |
| Adj. EBITDA Commentary | (Not disclosed) | ($4.9)M adj. EBITDA (improvement vs 2022) | ($7.7)M adj. EBITDA; note IPR&D adjustment in STI |
- Strategic highlights in 2024: global expansion (EU launches, Japanese PMDA approval), operational automation, Epic collaboration, and strengthened balance sheet with $661M convertible debt; ongoing regulatory remediation prioritized .
Director Compensation (for context; CEO receives none as a director)
- Non-employee director annual cash retainer $55,000 in 2025 (2024: $50,000), annual RSU ~$185,000 (2024: $180,000); additional chair/member retainers per committee; full vesting on CIC .
Risk Indicators & Red Flags
- 2023 DOJ subpoena and FDA Warning Letter prompted added 2025 STI regulatory remediation metric; management asserts progress on remediation; continues to represent execution risk .
- 2024 say-on-pay failure (49% support) was a governance red flag; board enacted multiple reforms and enhanced disclosures .
- Insider selling potential: CEO 10b5-1 plan to sell up to 30,000 shares through May 2026; monitor Form 4s .
- Equity overhang: CEO has 148,406 target PSUs unearned as of 12/31/2024; possible supply if performance is achieved and shares vest .
Compensation Structure Analysis
- Equity-heavy, performance-centered design (50% PSUs; unit growth + TSR modifier) aligns with shareholder returns; TSR modifier extended to all NEOs in 2023 and 200% cap adopted for new cycles .
- Board committed to avoid future special awards absent extraordinary circumstances; none granted in 2024 .
- Shift in STI weighting to profitability and regulatory milestones (2025) tightens operating discipline and remediation focus .
- Clawbacks (misconduct and restatement) in place; no tax gross-ups except standard relocation/housing; limited perquisites—shareholder-friendly features .
Equity Detail (CEO) — Outstanding at 12/31/2024
| Grant | Type | Target/Outstanding (#) | Notes |
|---|---|---|---|
| 2024 PSUs | PSU | 30,938 | 3-yr performance; TSR modifier |
| 2024 RSUs | RSU | 30,938 | Time-based vesting |
| 2023 PSUs | PSU | 28,775 | 3-yr performance to 2025; TSR modifier |
| 2022 PSUs | PSU | 40,159 | 3-yr performance to 2025 |
| 2023 Strategic PSUs | PSU (special) | 48,534 | Multi-goal metrics with TSR modifier; to 6/30/2026; CIC treatment specified |
Investment Implications
- Alignment improving but vesting overhang is material: the CEO’s unearned target PSUs (148,406) exceed current beneficial holdings (107,058), creating potential supply if performance is achieved; the August 2023 strategic PSU tranche adds concentrated vesting in mid-2026 .
- Insider flow watch: A 10b5-1 plan for up to 30,000 shares through May 2026 suggests episodic selling; monitor Form 4s for execution cadence .
- Retention and transaction incentives: The restated 2025 CIC/severance policy lifts CEO CIC bonus multiple to 200% and maintains full equity acceleration (double-trigger), preserving strong retention while also increasing sale-of-company economics .
- Execution risk: Regulatory remediation remains central; board directly tied a 2025 STI component to remediation milestones after a 2024 say-on-pay shortfall, and removed the evergreen feature to address dilution concerns—positive signals, but outcomes must track disclosures .
- Pay-for-performance evidence: PSU outcomes (88.78% for 2021–2023; ~101.1% for 2022–2024) reflect measured payouts versus targets and responsiveness to TSR, indicating reasonable calibration of performance conditions to results .