MASIMO CORPORATION (NASDAQ:MASI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02…..Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January2, 2019, the Board of Directors (the “Board”) of Masimo Corporation (“Masimo”) appointed Julie A. Shimer, Ph.D. as a Class I director of Masimo.

Dr. Shimer, age 65, is currently a private investor and has over 30 years of product development experience. Dr. Shimer was President and Chief Executive Officer of Welch Allyn, from March 2007 to April 2012. Prior to Welch Allyn, Dr. Shimer served as President and Chief Executive Officer of Vocera Communications, Inc., from September 2001 through February 2007, also serving on the board of directors. Dr. Shimer also previously held executive positions at 3Com Corporation from January 2000 through August 2001, most recently serving as vice president and general manager of its networking products. Before joining 3Com, she held executive positions at Motorola, Inc., from 1993 through 1999, where she was vice president and general manager for the paging division, and prior to that post, vice president of its semiconductor products section. Dr. Shimer worked for AT&T Bell Laboratories and Bethlehem Steel Company before joining Motorola. Dr. Shimer is a member of the Board of Directors of Netgear, Inc. (Nasdaq: NTGR), a member of the Board of Directors of Apollo Endosurgery, Inc. (Nasdaq: APEN), a member of the Board of Directors of Windstream Holdings, Corp. (Nasdaq: WIN), and a member of the Board of Directors of Avanos Medical, Inc. (NYSE: AVNS). Dr. Shimer is also a member of the Society of Women Engineers and the Institute of Electrical and Electronics Engineers. Dr. Shimer holds a B.S. degree in Physics from Rensselaer Polytechnic Institute and Master’s and Doctorate degrees in Electrical Engineering from Lehigh University.

In accordance with Masimo’s Non-Employee Director Compensation Policy effective January 2, 2019 (the “Policy”), as a non-employee director of Masimo, Dr. Shimer is initially entitled to receive cash compensation in the amount of $70,000 per year for her service on the Board. In addition, to the current Policy, on the date of Masimo’s next annual meeting of stockholders and each annual meeting of stockholders thereafter, Dr. Shimer would be entitled to receive a grant of restricted stock units with respect to shares of Masimo’s common stock having a grant date fair value of $180,000, rounded down to the nearest whole share (the “RSUs”). The RSUs will vest on the one-year anniversary of the grant date, subject to Dr. Shimer’s continued service with Masimo through the applicable vesting date

Masimo also entered into an indemnity agreement with Dr. Shimer in the same form as its standard form of indemnity agreement with its other directors.

There are no family relationships between Dr. Shimer and any director or executive officer of Masimo and she was not selected by the Board to serve as a director to any arrangement or understanding with any person. Dr. Shimer has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On January 7, 2019, Masimo issued a press release announcing the appointment of Dr. Shimer to the Board. A copy of the press release is filed herewith as Exhibit 99.1.

MASIMO CORP Exhibit
EX-99.1 2 masi-20190102xex991.htm Exhibit Exhibit 99.1Julie A. Shimer Ph.D. Joins Masimo’s Board of DirectorsIrvine,…
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About MASIMO CORPORATION (NASDAQ:MASI)

Masimo Corporation is a medical technology company that develops, manufactures and markets non-invasive patient monitoring products. The Company’s business is measure-through-motion and low-perfusion pulse oximetry monitoring, known as Masimo Signal Extraction Technology (SET) pulse oximetry. Its product offerings include monitoring blood constituents with an optical signature, optical organ oximetry monitoring, electrical brain function monitoring, acoustic respiration monitoring and exhaled gas monitoring. The Company has developed the Root patient monitoring and connectivity platform, the Radical-7 bedside and portable patient monitor and the Radius-7 wearable wireless patient monitor. It has also developed the Patient SafetyNet remote patient surveillance monitoring system, which allows over 200 patients to be monitored simultaneously and remotely through a personal computer (PC)-based viewing station or by care providers through their voice-over-Internet Protocol (IP) phones.