Current Employment Agreement Undermines the Stockholder Franchise and Exerts ‘Dead Hand Control’ Over the Actions of All Future Boards
Agreement Pays Approximately $600 million to CEO if the Board Merely Appoints a Lead Independent Director or if Stockholders Replace More Than One-Third of the Incumbent Board
NEW YORK--(BUSINESS WIRE)--Politan Capital Management (together with its affiliates, “Politan”), a 9% stockholder of Masimo Corporation (“Masimo” or the “Company”) (NASDAQ: MASI) today announced that the California State Teachers’ Retirement System (CalSTRS) has joined Politan’s ongoing legal action against Masimo and its Board of Directors (the “Board”). Politan’s lawsuit, filed in the Court of Chancery of the State of Delaware, challenges the validity and legality of the employment agreement (the “Employment Agreement”) of Masimo’s Chairman and Chief Executive Officer (“CEO”) Joe Kiani.
Aeisha Mastagni, CalSTRS Portfolio Manager of Sustainable Investment and Stewardship Strategies, stated, “CalSTRS has been a Masimo stockholder for more than a decade and believes an essential part of managing our portfolio is taking a stand against problematic corporate governance practices that impede stockholder rights and raise investment risks. The Masimo CEO’s employment agreement is not only counter to the best interests of the Company’s stockholders, but also sets a dangerous precedent. Ultimately, good governance drives greater value and that is why we are joining this...
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