NEW YORK–(BUSINESS WIRE)–Politan Capital Management, an 8.9% shareholder of Masimo Corporation (NASDAQ: MASI), today announced that it is nominating two candidates for election to the Masimo Board of Directors at the upcoming 2024 Annual Meeting of Stockholders.
Quentin Koffey, Managing Partner and Chief Investment Officer of Politan, and a current director on the Masimo Board, stated:
“When shareholders overwhelmingly elected Michelle Brennan and me to the Masimo Board last year, we were optimistic we could work productively with the rest of the Board to drive positive change. Unfortunately, our efforts were continually rebuffed, as Chairman & CEO Joe Kiani refused to give us basic information, denied us access to management, repeatedly held Board meetings excluding us, and refused to even consider allowing any review of capital allocation or strategy.
Politan supports a strategic review to evaluate a separation of the Consumer Business (the “Separation”), as evidenced by our ongoing efforts over the last 18 months. However, at this stage the Board has been provided zero details, and Politan has serious concerns given the lack of basic governance and oversight we have observed since joining the Board. Information is controlled tightly by the Chairman & CEO and almost never shared. As a result, no independent director knows basic facts such as what COGS, SG&A or R&D dollars are actually spent on. There is no budget approval process by the Board, thereby allowing the Chairman & CEO to spend however much he wants on whatever he wants without Board review, authorization or even knowledge.
While the fact that Mr. Kiani seeks to exert this level of control is troubling, it’s perhaps even more concerning that the current Board allows it to occur. This absence of oversight has been damaging for shareholders and the Company. Masimo’s stock price has substantially underperformed peers, financial metrics are well below targets set only a year ago at the Company’s analyst day, and consumer healthcare revenues are essentially zero.
This is why it is clearer than ever that a majority of truly independent directors are needed at Masimo, especially given the critical importance of not only ensuring the Company follows through on its announcement to evaluate the Separation, but also to make sure it is done right. For example, in the event of a transaction there would be vital considerations around the allocation of Masimo’s intellectual property and the control of a potential SpinCo. We have serious concerns that Mr. Kiani, without proper oversight, will seek to push through a spin-off with poor corporate governance and IP arrangements where assets are allocated in such a manner designed to maintain his control and influence of both separated companies. A rushed Friday afternoon announcement that the Company was exploring the Separation – which came after being informed that Politan intended to nominate directors this week – only further confirms our concerns.
To address these severe oversight issues, Politan has worked with an independent, nationally recognized search firm to identify two directors with crucial expertise that is sorely needed on the Board:
Dr. Darlene Solomon is a scientist by training who recently completed a 39-year career at Agilent Technologies, Inc., where she served in numerous leadership roles, including as Chief Technology Officer and Senior Vice President under three successive CEOs, and helped define the company’s technology strategy and R&D priorities. Having helped oversee three different separations of Agilent, Avago and Keysight as part of Agilent’s corporate transformation toward becoming a market-leading life sciences and diagnostics company, she brings critical expertise that would inform the appropriate division of Masimo’s IP in a separation of its Consumer Business, as well as the understanding of how best to lead and retain technical talent while executing forward-looking business growth for the Company.
William “Bill” Jellison is a veteran medical technology executive and finance expert with decades of relevant experience, including as the former Chief Financial Officer of Stryker Corporation. Bill would bring extensive medical technology and financial oversight expertise. He would also be a natural fit to chair the Board’s Audit Committee, which has not been chaired by a director with any audit committee or even public company board experience in nearly five years. Bill also presided over billions of dollars of M&A transactions during his tenure as Chief Financial Officer and would bring significant experience to the evaluation of a separation transaction at Masimo.
It is important to recognize that these directors can be added without a proxy contest. Darlene and Bill are indisputably qualified to help the Company and adding them immediately would have the benefit of avoiding a costly and distracting contested election.
Politan looks forward to engaging further with our fellow shareholders soon.”
Full Biographies of Politan’s Nominees
Dr. Darlene Solomon is a proven expert in R&D strategy who recently completed a 39-year career at Agilent Technologies, Inc., with nearly 20 years as Chief Technology Officer and Senior Vice President. In this role, she oversaw Agilent Research Laboratories, which focuses on high-impact, longer-range research in support of the company’s sustained business growth, as well as Agilent’s programs in university relations, external research, and venture investment. As Chief Technology Officer, she also navigated numerous complex intellectual property and technology issues associated with Agilent’s multiple separation and acquisition transactions. Darlene previously served in a number of leadership positions, including as Vice President and Director of Agilent Laboratories and in a dual capacity as the Director of the Life Sciences Technologies Laboratory and the Senior Director, Research & Development/Technology of Agilent’s Life Sciences and Chemical Analysis business.
Darlene is an independent director on the boards of Materion Corporation (NYSE: MTRN), where she is a past member of the Audit and Risk Committee and currently on the Compensation Committee and the Nominating, Governance, and Corporate Responsibility Committee, and of Novanta, Inc. (NASDAQ: NOVT), where she is a member of the Compensation Committee. Darlene is also a member of the National Academy of Engineering and serves on multiple academic and government advisory boards focused on science, technology, and innovation. Darlene holds a BS from Stanford University and a Ph.D. from MIT.
William “Bill” Jellison is a veteran medical technology executive and corporate finance expert. Bill previously served as Chief Financial Officer of Stryker Corporation where he oversaw all areas of international finance, including accounting, planning and analysis, SEC reporting, acquisition valuations, internal audit, tax and treasury activity. Prior to Stryker, Bill spent 15 years at Dentsply International in a number of leadership positions, including Chief Financial Officer, as well as Senior Vice President with full P&L responsibilities for some of Dentsply’s operating divisions in the U.S., Europe and Asia. Bill began his career with Donnelly Corporation where he held multiple financial management and executive positions, including Vice President of Finance, Treasurer and Corporate Controller. He is currently an independent business consultant and M&A advisor for Astor Place Holdings.
Bill is an independent director at Avient Corporation (NYSE: AVNT) and is chair of the Audit Committee and a member of the Environmental, Health and Safety Committee. He holds a BA from Hope College in Holland, Michigan.
