Politan Capital Management, along with its affiliates holding an 8.9% stake in Masimo Corporation (NASDAQ: MASI), has released a statement from Michelle Brennan, an independent director of Masimo:
“When I was approached last year about the opportunity to join Masimo’s Board of Directors, I was intrigued. Despite no prior relationship with Politan, I knew Masimo well from my oversight of multi-billion-dollar global medical device businesses at Johnson & Johnson. Upon further research, I saw Masimo’s vast potential and accepted the role as an independent nominee.
Following shareholder demand for change and the election of Quentin and me to the Board, I hoped for constructive collaboration with other independent directors. However, when I requested standard onboarding information essential for effective board service, I faced resistance. After two months, my requests were dismissed.
Masimo’s boardroom operates differently from any I’ve encountered. There’s no structured budget process and little emphasis on oversight of regulatory investigations by the DOJ and SEC. Moreover, Mr. Kiani’s selected directors equate active oversight with disloyalty, preferring to ‘trust and believe’ his statements without deeper inquiry, as seen during recent efforts to separate the Consumer Business.
This lack of transparency has harmed stakeholders. Shareholders have suffered from underperforming results and diminished credibility, impacting stock value. Employees face distractions from proxy contests and leadership pressure. Patients are underserved amid unnecessary investments and product recall inquiries. Masimo has the potential for growth, requiring investment in R&D and operational efficiency, as I successfully led at Johnson & Johnson.
Despite claims of stability, the risks of maintaining the status quo outweigh potential disruptions. Directors Darlene Solomon and Bill Jellison offer vital expertise for Masimo’s strategic separation of the Consumer Business, enhancing shareholder value and long-term success. Their objective oversight is crucial.
Masimo’s future is promising, contingent on shareholder support for genuine change and independent governance at the upcoming 2024 Annual Meeting.”
