Masimo Proxy Fight Reaches Fever Pitch

More than 300 Masimo engineers and sales leaders signed an open letter threatening to quit if CEO Joe Kiani is ousted. But were they coerced into this public expression of support?

If Politan’s successful proxy brawl last year against Masimo management was considered “heated,” the 2024 rematch has become nothing short of explosive. Shareholders elected Michelle Brennan and Quentin Koffey to Masimo’s board last year, but this year the activist investor isn’t just asking for two more seats on the board. If Politan wins this proxy battle, the new board is expected to replace Kiani with Brennan.

Kiani founded Masimo in 1989, growing the company from a literal garage startup into a public patient monitoring company making more than $2 billion a year. Not to mention Masimo’s successful patent infringement case against Apple.

Still, Politan claims in its proxy materials that Kiani has the “lowest employee approval rating of any peer, evidencing a beleaguered employee culture.” Masimo counters that claim by accusing Politan of trying to shift focus from its “unqualified CEO replacement.”

An open letter signed by more than 300 Masimo employees appears to support management’s claim.

“The prospect of losing our founder and CEO threatens to derail the progress we have made and jeapordize the future of Masimo,” the letter reads. ...We may not continue with the company if Joe Kiani is replaced by Quinten Koffey and Politan.”

Politan fired back with additional proxy materials that shoot holes in management's alleged support from employees.

Citing four anonymous webform emails to Politan’s campaign, the activist investor accuses Masimo management of coercing those signatures from employees.

"Employees are asked to sign a blank page, without being given a copy of the letter," according to one of these anonymous messages, from someone claiming to be a family member of an employee. "Those who refuse are questioned, 'Why not?' in front of their peers."

Another anonymous message claims that management "wrangled all of engineering into small rooms and pressured them to sign a document which amounts to committing seppuku when your lord loses control of a territory."