masi-20230525DEFR14A0000937556false | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | Value of Initial Fixed $100 Investment Based On: | | Net Income (in Millions)(7) | | Adjusted Product Revenue (in Millions)(8) | | | | |
| | | | | Total Shareholder Return(5) | Nasdaq Medical Device Index Total Shareholder Return(6) | | | | |
| 2022 | | $ | 16,511,436 | | | $ | (34,048,610) | | | $ | 5,716,969 | | | $ | (2,544,510) | | | $ | 92.76 | | $ | 123.96 | | | $ | 229.6 | | | $ | 2,035.8 | | | | |
| 2021 | | 16,219,278 | | | 4,616,920 | | | 2,291,362 | | | 1,773,597 | | | 183.57 | | 153.11 | | | 240.3 | | | 1,239.2 | | | | |
| 2020 | | 15,493,723 | | | 118,009,752 | | | 2,285,362 | | | 13,969,285 | | | 168.27 | | 122.92 | | | 196.2 | | | 1,143.7 | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
16,511,43634,048,6105,716,9692,544,51092.76123.96229.62,035.816,219,2784,616,9202,291,3621,773,597183.57153.11240.31,239.215,493,723118,009,7522,285,36213,969,285168.27122.92196.21,143.7The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Kiani, our CEO and PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” for additional information.Mr. KianiThe dollar amounts reported in this column represent the amount of the CAP to Mr. Kiani, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kiani during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kiani’s total compensation reported in the Summary Compensation Table for each year to determine the CAP: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Reported Summary
Compensation Table
Total for PEO | | Reported Value of Equity Awards(a) | | Equity Award Adjustments(b) | | Reported Change in
Actuarial Present Value
of Pension Benefits | | Pension Benefit
Adjustments | | Compensation Actually
Paid to PEO |
| 2022 | | $ | 16,511,436 | | | $ | 13,199,943 | | | $ | (37,360,103) | | | $ | — | | | $ | — | | | $ | (34,048,610) | |
| 2021 | | 16,219,278 | | | 11,999,370 | | | 397,012 | | | — | | | — | | | 4,616,920 | |
| 2020 | | 15,493,723 | | | 11,999,886 | | | 114,515,916 | | | — | | | — | | | 118,009,752 | |
______________
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Year End Fair Value
of Equity Awards | | Year over Year
Change in Fair Value
of Outstanding and
Unvested Equity
Awards | | Fair Value as of
Vesting Date of
Equity Awards
Granted and Vested
in the Year | | Year over Year
Change in Fair Value
of Equity Awards
Granted in Prior
Years that Vested in
the Year | | Fair Value at the End
of the Prior Year of
Equity Awards that
Failed to Meet
Vesting Conditions
in the Year | | Value of Dividends or
other Earnings Paid
on Stock or Option
Awards not
Otherwise Reflected
in Fair Value or
Total Compensation | | Total Equity
Award Adjustments |
| 2022 | | $ | 22,291,180 | | | $ | (36,726,578) | | | $ | — | | | $ | (22,924,705) | | | $ | — | | | $ | — | | | $ | (37,360,103) | |
| 2021 | | 25,082,098 | | | (6,301,272) | | | — | | | (18,383,814) | | | — | | | — | | | 397,012 | |
| 2020 | | 31,481,893 | | | 68,792,082 | | | — | | | 14,241,941 | | | — | | | — | | | 114,515,916 | |
_______________
(3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Kiani) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal year 2022, Micah Young, Bilal Muhsin, Tao Levy, Tom McClenahan and Kevin Duffy and (ii) for fiscal year 2021, and 2020, Micah Young, Bilal Muhsin, Tao Levy and Tom McClenahan. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table” for additional information.
16,511,43613,199,94337,360,103——34,048,61016,219,27811,999,370397,012——4,616,92015,493,72311,999,886114,515,916——118,009,75222,291,18036,726,578—22,924,705——37,360,10325,082,0986,301,272—18,383,814——397,01231,481,89368,792,082—14,241,941——114,515,916The dollar amounts reported in this column represent the average amount of the CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation reported in the Summary Compensation Table for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note (2): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Average Reported
Summary Compensation
Table Total for
Non-PEO NEOs | | Less:
Average Reported Value
of Equity Awards | | Average Equity Award Adjustments(a) | | Average Reported Change
in the Actuarial Present
Value of Pension Benefits | | Average Pension Benefit
Adjustments | | Average Compensation
Actually Paid to
Non-PEO NEOs |
| 2022 | | $ | 5,716,969 | | | $ | 3,431,905 | | | $ | (4,829,574) | | | $ | — | | | $ | — | | | $ | (2,544,510) | |
| 2021 | | 2,291,362 | | | 1,499,799 | | | 982,034 | | | — | | | — | | | 1,773,597 | |
| 2020 | | 2,285,362 | | | 1,499,941 | | | 13,183,864 | | | — | | | — | | | 13,969,285 | |
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Average Year End
Fair Value of Equity
Awards | | Year over Year
Average Change in
Fair Value of
Outstanding and
Unvested Equity
Awards | | Average Fair Value as
of Vesting Date of
Equity Awards
Granted and Vested
in the Year | | Year over Year
Average Change in
Fair Value of Equity
Awards Granted in
Prior Years that
Vested in the Year | | Average Fair Value at
the End of the Prior
Year of Equity Awards that
Failed to Meet Vesting
Conditions in the Year | | Average Value of
Dividends of other
Earnings Paid on
Stock or Options
Awards not
Otherwise Reflected
in Fair Value or
Total Compensation | | Total Average Equity
Award Adjustments |
| 2022 | | $ | 2,229,023 | | | $ | (4,147,950) | | | $ | — | | | $ | (2,910,647) | | | $ | — | | | $ | — | | | $ | (4,829,574) | |
| 2021 | | 3,135,004 | | | (332,549) | | | — | | | (1,820,421) | | | — | | | — | | | 982,034 | |
| 2020 | | 3,935,120 | | | 8,323,572 | | | — | | | 925,172 | | | — | | | — | | | 13,183,864 | |
CAP and Adjusted Product Revenue
As demonstrated by the below graph, the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs as a group is generally aligned with the Company’s Adjusted Product Revenue over the three year period presented in the table. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation program, the Company has determined that Adjusted Product Revenue is the most important financial performance measure that is linked to the CAP for the PEO and the Non-PEO NEOs, for the most recently completed fiscal year. The Company utilizes Adjusted Product Revenue when setting goals in the Company’s incentive compensation plan. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 75% of the value of total compensation awarded to the PEO and the Non-PEO NEOs consists of amounts determined under the Company incentive compensation plans to be comprised of performance-based RSUs and stock options.
CAP and Cumulative TSR
As demonstrated by the below graph, the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs as a group is aligned with the Company’s cumulative TSR over the three-year period presented in the table. The alignment of the CAP with the Company’s cumulative TSR over the period presented is because a significant portion of the CAP to Mr. Kiani and to the Non-PEO NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 75% of the value of total compensation awarded to the PEO and the Non-PEO be at-risk, which is comprised of equity awards, including performance-based RSUs and stock options.
CAP and Net Income
As demonstrated by the below graph, the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs as a group is generally aligned with the Company’s net income over the three-years presented in the graph. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure of Adjusted Product Revenue, which the Company uses in setting goals in the Company’s incentive compensation plans and the performance-based RSUs that are awarded to the PEO and Non-PEO NEOs. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 61.8% of the value of total compensation awarded to the Non-PEO NEOs (and approximately 84.8% of the value of total compensation awarded to the PEO) consists of amounts determined under the Company long-term incentive compensation program.
CAP and Adjusted Non-GAAP Operating Profit
As demonstrated by the below graph, the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs as a group is generally aligned with the Company’s Adjusted Non-GAAP Operating Profit over the three-years presented in the table. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation program, the Company has determined that Adjusted Non-GAAP Operating Profit is a financial performance measure that, in the Company’s assessment, represents a relevant measure used by the Company to evaluate CAP to the Company’s PEO and Non-PEO NEOs. The Company utilizes Adjusted Non-GAAP Operating Profit when setting goals in the Company’s incentive compensation plans. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 61.8% of the value of total compensation awarded to the PEO (and approximately 84.8% of the value of the total compensation awarded to the Non-PEO NEOs) consists of amounts determined under the Company’s incentive compensation plan to be comprised of performance-based RSUs and stock options.
Relative TSR and Nasdaq Medical Equipment Index TSR
As demonstrated by the below graph, the Company’s cumulative TSR over the three year period presented in the table was 7%, while the cumulative TSR of the Nasdaq Medical Equipment Index, was 24% over the three years presented in the table. The Company’s cumulative TSR has historically outperformed the Nasdaq Medical Equipment Index during the three years presented in the graph, representing the Company’s superior financial performance as compared to the companies comprising the Nasdaq Medical Equipment Index. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation—Compensation Discussion and Analysis.”
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ý Filed by a Party other than the Registrant o
Check the appropriate box:
| | | | | | | | | | | | | | |
| o | | Preliminary Proxy Statement |
| o | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | | Definitive Proxy Statement |
| ý | | Definitive Additional Materials |
| o | | Soliciting Material under §240.14a-12 |
| | | | | | | | | | | | | | |
MASIMO CORPORATION |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
| Payment of Filing Fee (Check all boxes that apply): |
| ý | | No fee required. |
| o | | Fee paid previously with preliminary materials. |
| o | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the definitive proxy statement on Schedule 14A filed by Masimo Corporation (the “Company”) with the Securities and Exchange Commission on May 24, 2023 (the “Proxy Statement”) is being filed solely to amend and restate Appendix E to correct certain errors in Appendix E of the Proxy Statement. Other than amending and restating Appendix E, this Amendment does not modify or update any other disclosures presented in the Proxy Statement. The version of the Proxy Statement that will be mailed to the Company’s stockholders will include the corrected Appendix E.
D-1
| 2023 Proxy Statement
APPENDIX E
SUPPLEMENTAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Masimo, its directors, its director nominees and certain of its executive officers and employees are participants in the solicitation of proxies in connection with the Annual Meeting. The following tables (“Directors and Nominees” and “Officers and Employees”) set forth the names and business addresses of our directors and director nominees and the names, present principal occupations and business addresses of our executive officers and employees who are considered to be “participants” in our solicitation of proxies from our stockholders in connection with the Annual Meeting (collectively, the “Participants”).
DIRECTORS AND NOMINEES
The principal occupations of our directors and director nominees are described in the section captioned “Our Board of Directors.” The names of our directors and director nominees are below. The business address of each of the directors and director nominees is 52 Discovery, Irvine, California 92618.
Name
Julie A. Shimer, Ph.D.
H Michael Cohen
Joe Kiani
Adam Mikkelson
Craig Reynolds
OFFICERS AND EMPLOYEES
The principal occupations of our executive officers and employees who are considered Participants are set forth below. The principal occupation refers to such person’s position with the Company and the business address for each person is 52 Discovery, Irvine, California 92618.
| | | | | |
| Name | Title |
| |
| Joe Kiani | Chief Executive Officer & Chairman of the Board |
| Micah Young | Executive Vice President, Chief Financial Officer |
| Bilal Muhsin | Chief Operating Officer |
| Tao Levy | Executive Vice President, Business Development |
| Tom McClenahan | Executive Vice President, General Counsel & Corporate Secretary |
| Blair Tripodi | Chief Operating Officer, Consumer Division |
| Eli Kammerman | Vice President, Business Development and Investor Relations |
INFORMATION REGARDING OWNERSHIP OF MASIMO’S SECURITIES BY PARTICIPANTS
The number of shares of common stock of the Company held as of March 31, 2023 by the Participants who are directors or executive officers is set forth in the section titled “Ownership of our Stock - Security Ownership of Certain Beneficial Owners and Management” of this Proxy Statement.
The following table sets forth the number of shares of common stock of the Company held as of March 31, 2023 by the employees of the Company that are not executive officers but who are deemed Participants in our solicitation of proxies. The Company is unaware of any Participant who owns any securities of the Company of record that such Participant does not own beneficially, except as described in this Proxy Statement.
E-1
| 2023 Proxy Statement
| | | | | |
| NAME | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP |
| Eli Kammerman | 301 |
| |
| |
INFORMATION REGARDING TRANSACTIONS IN MASIMO’S SECURITIES BY PARTICIPANTS — LAST TWO YEARS
The following table sets forth information regarding purchases and sales of Masimo’s securities by each Participant from January 1, 2021 to May 24, 2023. Unless otherwise indicated, all transactions were in the public market or pursuant to our equity compensation plans and none of the purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
| | | | | | | | | | | | | | | | | |
| Name | Transaction Date | Number of Direct Shares | Number of Indirect Shares | Acquisition (A) / Disposition (D) | *Transaction Code |
| Adam Mikkelson | 05/27/2021 | 749 | 0 | A | M |
| Adam Mikkelson | 05/27/2021 | 749 | 0 | D | M |
| Adam Mikkelson | 05/27/2021 | 922 | 0 | A | A |
| Adam Mikkelson | 01/10/2022 | 600 | 0 | D | S |
| Adam Mikkelson | 01/18/2022 | 600 | 0 | D | S |
| Adam Mikkelson | 01/24/2022 | 600 | 0 | D | S |
| Adam Mikkelson | 05/26/2022 | 922 | 0 | A | M |
| Adam Mikkelson | 05/26/2022 | 922 | 0 | D | M |
| Adam Mikkelson | 05/26/2022 | 1,435 | 0 | A | A |
| Craig B. Reynolds | 01/11/2021 | 10,000 | 0 | A | M |
| Craig B. Reynolds | 01/11/2021 | 10,000 | 0 | D | S |
| Craig B. Reynolds | 01/11/2021 | 10,000 | 0 | D | M |
| Craig B. Reynolds | 05/27/2021 | 749 | 0 | A | M |
| Craig B. Reynolds | 05/27/2021 | 749 | 0 | D | M |
| Craig B. Reynolds | 05/27/2021 | 922 | 0 | A | A |
| Craig B. Reynolds | 05/26/2022 | 922 | 0 | A | M |
| Craig B. Reynolds | 05/26/2022 | 922 | 0 | D | M |
| Craig B. Reynolds | 05/26/2022 | 1,435 | 0 | A | A |
| H Michael Cohen | 05/27/2021 | 749 | 0 | A | M |
| H Michael Cohen | 05/27/2021 | 749 | 0 | D | M |
| H Michael Cohen | 05/27/2021 | 922 | 0 | A | A |
| H Michael Cohen | 05/26/2022 | 922 | 0 | A | M |
| H Michael Cohen | 05/26/2022 | 922 | 0 | D | M |
| H Michael Cohen | 05/26/2022 | 1,435 | 0 | A | A |
| Joe E. Kiani | 01/02/2021 | 20,000 | 0 | A | M |
| Joe E. Kiani | 01/02/2021 | 20,000 | 0 | D | M |
| Joe E. Kiani | 01/07/2021 | 0 | 1,542 | D | S (By Trust) |
| Joe E. Kiani | 01/08/2021 | 0 | 52,698 | D | S (By Trust) |
| Joe E. Kiani | 01/11/2021 | 0 | 9,034 | D | S (By Trust) |
| Joe E. Kiani | 01/12/2021 | 0 | 3,403 | D | S (By Trust) |
| Joe E. Kiani | 02/22/2021 | 145,944 | 0 | A | A |
| Joe E. Kiani | 02/26/2021 | 39,563 | 0 | A | A |
| Joe E. Kiani | 10/26/2021 | 0 | 2,600 | D | S (By Trust) |
| Joe E. Kiani | 10/26/2021 | 0 | 27,332 | D | S (By Trust) |
| Joe E. Kiani | 10/27/2021 | 0 | 19,853 | D | S (By Trust) |
| Joe E. Kiani | 10/29/2021 | 0 | 18,967 | D | S (By Trust) |
E-2
| 2023 Proxy Statement
| | | | | | | | | | | | | | | | | |
| Joe E. Kiani | 11/01/2021 | 0 | 3,429 | D | S (By Trust) |
| Joe E. Kiani | 11/02/2021 | 0 | 8,223 | D | S (By Trust) |
| Joe E. Kiani | 11/02/2021 | 0 | 15,223 | D | S (By Trust) |
| Joe E. Kiani | 11/03/2021 | 0 | 200 | D | S (By Trust) |
| Joe E. Kiani | 11/04/2021 | 0 | 4,173 | D | S (By Trust) |
| Joe E. Kiani | 11/12/2021 | 0 | 8,549 | D | S (By Trust) |
| Joe E. Kiani | 11/15/2021 | 0 | 27,599 | D | S (By Trust) |
| Joe E. Kiani | 11/16/2021 | 0 | 2,440 | D | S (By Trust) |
| Joe E. Kiani | 11/17/2021 | 0 | 32,597 | D | S (By Trust) |
| Joe E. Kiani | 11/18/2021 | 0 | 20,399 | D | S (By Trust) |
| Joe E. Kiani | 11/19/2021 | 0 | 8,416 | D | S (By Trust) |
| Joe E. Kiani | 01/01/2022 | 0 | 2 | D | S (in Retirement Savings Plan) |
| Joe E. Kiani | 01/02/2022 | 20,000 | 0 | A | M |
| Joe E. Kiani | 01/02/2022 | 10,561 | 0 | D | F |
| Joe E. Kiani | 01/02/2022 | 20,000 | 0 | D | M |
| Joe E. Kiani | 02/14/2022 | 93,032 | 0 | A | A |
| Joe E. Kiani | 02/14/2022 | 48,982 | 0 | D | F |
| Joe E. Kiani | 02/22/2022 | 63,621 | 0 | A | A |
| Joe E. Kiani | 11/11/2022 | 0 | 1,201 | A | P (By Trust) |
| Joe E. Kiani | 11/11/2022 | 0 | 2,969 | A | P (By Trust) |
| Joe E. Kiani | 11/11/2022 | 0 | 2,514 | A | P (By Trust) |
| Joe E. Kiani | 11/11/2022 | 0 | 1,100 | A | P (By Trust) |
| Joe E. Kiani | 11/14/2022 | 0 | 15,157 | A | P (By Trust) |
| Joe E. Kiani | 11/14/2022 | 0 | 16,537 | A | P (By Trust) |
| Joe E. Kiani | 11/14/2022 | 0 | 300 | A | P (By Trust) |
| Joe E. Kiani | 12/15/2022 | 0 | 1,063 | A | P (By Trust) |
| Joe E. Kiani | 12/15/2022 | 0 | 2,397 | A | P (By Trust) |
| Joe E. Kiani | 12/15/2022 | 0 | 2,039 | A | P (By Trust) |
| Joe E. Kiani | 12/15/2022 | 0 | 1,541 | A | P (By Trust) |
| Joe E. Kiani | 03/03/2023 | 50,161 | 0 | A | A |
| Joe E. Kiani | 03/03/2023 | 26,410 | 0 | D | F |
| Joe E. Kiani | 03/03/2023 | 42,251 | 0 | A | A |
| Joe E. Kiani | 03/17/2023 | 42,735 | 0 | D | G |
| Joe E. Kiani | 03/17/2023 | 0 | 42,735 | A | G |
| Julie Ann Shimer | 05/27/2021 | 749 | 0 | A | M |
| Julie Ann Shimer | 05/27/2021 | 749 | 0 | D | M |
| Julie Ann Shimer | 05/27/2021 | 922 | 0 | A | A |
| Julie Ann Shimer | 05/26/2022 | 922 | 0 | A | M |
| Julie Ann Shimer | 05/26/2022 | 922 | 0 | D | M |
| Julie Ann Shimer | 05/26/2022 | 1,435 | 0 | A | A |
| Bilal Muhsin | 02/22/2021 | 14,593 | 0 | A | A |
| Bilal Muhsin | 02/26/2021 | 7,912 | 0 | A | A |
| Bilal Muhsin | 02/14/2022 | 9,302 | 0 | A | A |
| Bilal Muhsin | 02/22/2022 | 12,724 | 0 | A | A |
| Bilal Muhsin | 03/03/2023 | 10,032 | 0 | A | A |
| Bilal Muhsin | 03/03/2023 | 5,302 | 0 | D | F |
E-3
| 2023 Proxy Statement
| | | | | | | | | | | | | | | | | |
| Bilal Muhsin | 03/03/2023 | 8,802 | 0 | A | A |
| Blair Tripodi | 03/03/2023 | 6,721 | 0 | A | A |
| Micah W. Young | 02/22/2021 | 14,593 | 0 | A | A |
| Micah W. Young | 02/26/2021 | 3,956 | 0 | A | A |
| Micah W. Young | 04/08/2021 | 2,087 | 0 | A | M |
| Micah W. Young | 04/08/2021 | 2,087 | 0 | D | M |
| Micah W. Young | 04/08/2021 | 2,087 | 0 | D | S |
| Micah W. Young | 11/12/2021 | 3,700 | 0 | D | S |
| Micah W. Young | 02/14/2022 | 9,302 | 0 | A | A |
| Micah W. Young | 02/22/2023 | 6,362 | 0 | A | A |
| Micah W. Young | 03/03/2023 | 5,016 | 0 | A | A |
| Micah W. Young | 03/03/2023 | 2,663 | 0 | D | F |
| Micah W. Young | 03/03/2023 | 8,802 | 0 | A | A |
| Tao Levy | 02/22/2021 | 14,593 | 0 | A | A |
| Tao Levy | 02/26/2021 | 3,956 | 0 | A | A |
| Tao Levy | 12/06/2021 | 3,000 | 0 | D | S |
| Tao Levy | 02/14/2022 | 9,302 | 0 | A | A |
| Tao Levy | 02/22/2023 | 6,362 | 0 | A | A |
| Tao Levy | 03/03/2023 | 5,016 | 0 | A | A |
| Tao Levy | 03/03/2023 | 2,672 | 0 | D | F |
| Tao Levy | 03/03/2023 | 5,441 | 0 | A | A |
| Tom S. McClenahan | 01/02/2021 | 2,000 | 0 | A | M |
| Tom S. McClenahan | 01/02/2021 | 786 | 0 | D | F |
| Tom S. McClenahan | 01/02/2021 | 2,000 | 0 | D | M |
| Tom S. McClenahan | 02/22/2021 | 14,593 | 0 | A | A |
| Tom S. McClenahan | 02/26/2021 | 3,956 | 0 | A | A |
| Tom S. McClenahan | 04/30/2021 | 500 | 0 | A | P |
| Tom S. McClenahan | 05/03/2021 | 500 | 0 | A | P |
| Tom S. McClenahan | 05/11/2021 | 500 | 0 | A | P |
| Tom S. McClenahan | 01/02/2022 | 2,000 | 0 | A | M |
| Tom S. McClenahan | 01/02/2022 | 1,084 | 0 | D | F |
| Tom S. McClenahan | 01/02/2022 | 2,000 | 0 | D | M |
| Tom S. McClenahan | 02/14/2022 | 9,302 | 0 | A | A |
| Tom S. McClenahan | 02/22/2022 | 6,362 | 0 | A | A |
| Tom S. McClenahan | 03/03/2023 | 8,802 | 0 | A | A |
| Tom S. McClenahan | 03/03/2023 | 5,016 | 0 | A | A |
| Tom S. McClenahan | 03/03/2023 | 2,668 | 0 | D | F |
| Eli Kammerman | 2/25/2022 | 338 | 0 | D | M |
| Eli Kammerman | 2/25/2022 | 3 | 0 | D | M |
| Eli Kammerman | 2/25/2022 | 600 | 0 | D | M |
| Eli Kammerman | 2/25/2022 | 13 | 0 | D | M |
| Eli Kammerman | 2/25/2022 | 746 | 0 | D | M |
| Eli Kammerman | 2/25/2022 | 300 | 0 | D | M |
| Eli Kammerman | 3/10/2022 | 1,600 | 0 | D | M |
| Eli Kammerman | 3/22/2022 | 51 | 0 | A | A |
| Eli Kammerman | 3/22/2022 | 98 | 0 | A | A |
| Eli Kammerman | 3/22/2022 | 72 | 0 | A | A |
| Eli Kammerman | 5/12/2022 | 51 | 0 | D | F |
E-4
| 2023 Proxy Statement
| | | | | | | | | | | | | | | | | |
| Eli Kammerman | 5/12/2022 | 98 | 0 | D | F |
| Eli Kammerman | 5/12/2022 | 72 | 0 | D | F |
| Eli Kammerman | 3/22/2023 | 52 | 0 | A | A |
| Eli Kammerman | 3/22/2023 | 95 | 0 | A | A |
| Eli Kammerman | 3/22/2023 | 81 | 0 | A | A |
| Eli Kammerman | 3/22/2023 | 73 | 0 | A | A |
_____________
| | | | | |
| * | Transaction Codes: |
| A: | Grant, award, or other acquisition of securities from the company (such as an option) |
| D: | Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) |
| F: | Payment of exercise price or tax liability by delivering or withholding securities |
| G: | Bona fide gift form of any clauses |
| M: | Exercise or conversion of derivative security |
| P: | Open market or private purchase of non-derivative or derivative security |
| S: | Open market or private sale of securities |
MISCELLANEOUS INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Except as described in the proxy statement or this Appendix E, to Masimo’s knowledge: none of the Participants or their associates (i) during the past ten (10) years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) beneficially owns, directly or indirectly, any shares or other securities of Masimo or any of Masimo’s subsidiaries; or (iii) has a substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting. In addition, other than as set forth in this Appendix E or the proxy statement, neither Masimo nor any of the Participants has been within the past year party to any contract, arrangement or understanding with any person with respect to any of our securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies. Other than as set forth in this Appendix E or the proxy statement, none of the Participants or any of their associates has (i) any arrangements or understandings with any person with respect to any future employment by Masimo or its affiliates or with respect to any future transactions to which Masimo or any of its affiliates will or may be a party; or (ii) a direct or indirect material interest in any transaction or series of similar transactions since the beginning of Masimo’s last fiscal year or any currently proposed transactions, to which Masimo or any of its subsidiaries was or is to be a party in which the amount involved exceeded $120,000.
E-5
| 2023 Proxy Statement 