Third Party Perspectives
13D

Politan won two seats last year in part because of the horrific corporate governance practices of the Company that included unprecedented onerous advance notice bylaws and a nine-figure change of control payment for Joe Kiani, both designed for entrenchment purposes.

13D Monitor
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May 2024
Gordon Haskett 2

That individual - Chris Chavez [Masimo's recent nominee] – was not recommended by the Nomination Committee. Nor was he identified by a national search firm. Instead, Politan makes the case that Chavez is friendly with CEO Joe Kiani and, if elected, will allow Kiani to maintain control of the board. That is pretty obvious.

Gordon Haskett Research Advisors
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June 2024
Jefferies 2

Our view all along was the company would again lose the next proxy fight and these [Dr. Darlene Solomon and Bill Jellison] are two highly qualified candidates.

Jefferies
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March 2024
Piper Sandler

Our understanding from dozens of investor conversations is another proxy battle is expected to ensue. This topic has been the dominating force driving shares higher over the past three months.

Piper Sandler
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February 2024
Vanguard

During our engagements with Masimo directors and executives, the board members, in our view, did not demonstrate sufficient effective independence from management and could not clearly articulate the board’s role in overseeing company strategy and material risks….we found that Masimo appeared to have demonstrated poor corporate governance practices over the course of several years.

Vanguard
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December 2023
Jefferies

Understanding how much the activists won their seats by is important – it was a landslide.  If you follow this CEO and the story you understand why.  And that vote came BEFORE the shares declined 30% (and 45% from YTD highs)- if the vote was today it would be unanimous (maybe even the CEO would vote against himself). 

Jefferies
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July 2023
ISS 2

…the fundamental issue is the lack of accountability to shareholders. MASI is a public company that operates like a private business, and is disregarding shareholders in the process. The board needs to repair its relationship with shareholders, and needs to credibly establish an ability to effectively oversee management. These requirements can only be fulfilled through board change.

ISS
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June 2023
GH Research

The magnitude of the rout was learned yesterday as Politan easily got both of its nominees elected to what is currently a five-person board. […I]ts two nominees got more than 70% of the votes cast. Beyond that, its slate got votes from seventeen of MASI's 20 largest holders. That is pretty close to a shutout.

Gordon Haskett Research Advisors
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June 2023
Wolfe

A vote for Masimo also implicitly waves away the long list of governance concerns voiced by Politan.

Wolfe Research
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June 2023
Neuberger Berman

[W]e have concerns regarding board entrenchment [at Masimo] driven bypast and ongoing corporate governance and executive compensation practices…In light of our corporate governance concerns [at Masimo], we believe true independent board oversight is imperative to protect shareholder interests, provide objectivity, and serve as a counterbalance to management. 

Neuberger Berman
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June 2023
ISS

...the board has effectively been assembled by the CEO, which undermines independence, and creates uncertainty about where loyalties lie.

ISS
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June 2023
Nathan Cook

There should be zero doubt, however, that the repeal of the challenged advance notice bylaw provisions here had remarkable value and was, frankly, an extraordinary corporate benefit…. Politan blew this case out of the water…Politan achieved extraordinary corporate benefits.

Delaware Court of Chancery Vice Chancellor Nathan Cook
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February 2023