Masimo Corporation

11/18/2024 | Press release | Distributed by Public on 11/18/2024 08:02

Management Change/Compensation Form 8 K

Item 5.02.....Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 13, 2024, Masimo Corporation (the "Company") entered into an employment agreement (the "Agreement") with Michelle Brennan, who the Board of Directors (the "Board") of the Company appointed interim chief executive officer on September 24, 2024. The Agreement, effective as of the September 24, 2024 appointment, has a term of six months unless earlier terminated by its terms (the "Term").
The Agreement provides for an annual base salary of $1,042,000. Additionally, Ms. Brennan is eligible for a discretionary bonus of a target amount equal to $621,250 at the end of the Term, with the actual amount to be determined at the discretion of the Board.
Under the Agreement, Ms. Brennan has been granted an equity award of 8,916 restricted stock units ("RSUs"), which will vest in one installment on the first to occur of (i) the March 24, 2025 and (ii) the appointment of a new Chief Executive Officer of the Company. The RSUs will be granted under Company's 2017 Equity Incentive Plan, as amended and restated, or its successor (the "Equity Plan") and subject to the terms of the Equity Plan and an award agreement with terms and conditions consistent with grants made to other Company employees. Each RSU represents the right to receive one share of Company common stock after the vesting date.
Ms. Brennan is entitled to participate in all Company employee benefits plans and programs maintained by the Company from time to time, at a level consistent with the benefits provided to other senior executives, subject to the provisions of such plans and programs.
Ms. Brennan, 59, was elected to the Board in 2023, and previously served as a senior executive at Johnson & Johnson ("J&J") for more than 30 years, where she oversaw medical device businesses globally as well as consumer pharmaceutical businesses. At J&J, Michelle successfully scaled multiple businesses to achieve market-leading growth and led efforts to invest in innovation that resulted in successful new product launches.
The description herein of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.