Masimo Corporation · NASDAQ:MASI

Masimo — Proxy Contest (September 2024)

43 slides from Masimo's proxy contest presentation, Sep 3, 2024

  1. Slide 1: Masimo website updates in connection with Annual Meeting

    Also on September 3, 2024, Masimo made updates to its website, www.ProtectMasimosFuture.com, in connection with the Annual Meeting. A copy of the updated website content (other than content previously filed) can be found below. Homepage Update

  2. Slide 2: Masimo is Executing a Clear Strategy to Drive Growth and Value Creation

    Masimo is Executing a Clear Strategy to Drive Growth and Value Creation — Protect Your Investment in Our Company's Future This election is critical to the future of Masimo and the value of your investment in our stock. Masimo believes that ceding control of the Board to Politan will destroy stockhol

  3. Slide 3: Joe Kiani and Christopher Chavez

    D> Joe Kiani Christopher Chavez Founder Charman and CEO of Masimo Incepengert Deter Nominee > Founder of ne ausiness wen dep uncesaning > Over S0yens of experience inthe esis device ‘fa mates ae eto aa et irae ‘eae enor eaturectmeveton > Former Chan President CE of > inert on ve $00 of Masi pater on

  4. Slide 4: Our Director Nominees Section Update

    Our Director Nominees Section Update

  5. Slide 5: Our Board and Corporate Governance Section Update

    Our Board and Corporate Governance Section Update

  6. Slide 6: Engagement with Politan Section Update

    Engagement with Politan Section Update

  7. Slide 7: Engagement with Politan

    Maino Engagement with Politan These timelines detail Politan’s repeated rejections of Masimo’s settlement offers and the Politan directors’ obstruction of the Consumer business separation process Politan's Repeated Rejections of Masimo’s Settlement Offers ¢ ° Poktan eects the ter ¢ ry Potan rece sca

  8. Slide 8: Politan's Repeated Rejections of Settlement Offers and Obstruction

    73,2028 Masime makes atic stlemen fet Paltan Maso offered toa We Jlion and Corey reminge Mr Chaves othe Bos tery svoing concen of petal eadock May 29,2028 Poltan eects thethird settement offer Politan Directors’ Relentless Obstruction of the Consumer Business Separation Process Me Kian and Mc Katey

  9. Slide 9: Special Committee Term Sheet and Board Press Release Timeline

    March 11,2024 ‘Special Committe Creates New March Term Sheet, “The Speci Comrie legal counsel sent Mt ans personal legal counsel anew term shes (he “March Term Sher) with proposed vansaction terme fort Consumer Busines Sparaon at vate substatily ferent fromthe transaction ‘comterplated inthe Februar

  10. Slide 10: Fact vs Fiction Section Update

    Fact vs Fiction Section Update

  11. Slide 11: Facts vs. Fiction

    Facts Fiction The facts undermine Mr. Koffey’s arguments and expose his false and misleading claims in pursuit of control of Masimo in another proxy contest. Stockholders have a right to know the truth as outlined below:

  12. Slide 12: Fiction: Politan's nominees are unquestionably qualified and independent

    Politan Fiction: Politan’s nominees are “unquestionably qualified and independent” and had “no prior relationship with Politan” and were “found via nationally recognized, third-party search firm’ MISDIRECTION: Politan is attempting to shift the focus away from Masimo’s independent and highly experie

  13. Slide 13: Fiction: Kiani pursuing transaction with single counterparty and no Board oversight

    Politan Fiction: “Mr. Kiani is pursuing the transaction today with a single counterparty and no actual Board oversight” and the transaction “raises the exact same IP concerns and simitar related party concems the ‘Special Committee objected to”. MISDIRECTION: Politan is diverting attention from the

  14. Slide 14: Fiction: Cercacor was the last time Mr. Kiani oversaw a separation

    Politan Fiction: “Cercacor was the last time Mr. Kiani oversaw a separation” and before, with Cercacor” MISDIRECTION: Politan is once again ignoring the fact that Mr. Koffey failed to find any viable options for the Consumer separation ‘and has no plan to generate shareholder value FACTS: The separa

  15. Slide 15: Fiction: Travel appears overwhelmingly for personal use

    Politan Fiction: for Company” ‘Travel Appears Overwhelmingly for Personal Use, Even During Periods of Crisis MISDIRECTION: Politan is diverting attention from the fact that it doesn't und operate. and the business or dustry in which we FACTS: Mr. Kiani's corporate jt travel is overwhelmingly for bus

  16. Slide 16: Assertion: Board was not timely notified of DOJ and SEC subpoenas

    Politan Assertion: The Board was not timely notified of the DOJ and SEC subpoenas MISDIRECTION: Politan is attempting to tur the focus away from their inexperience in the Boardroom. FACTS: Masimo received the first D0 subpoena relating to its Rad-G and Rad-97 devices on February 21, 2024. Management

  17. Slide 17: Claim: Update on strategic alternatives review process

    Politan Claim: “Ms. Brennan and Mr. Koffey did not even receive a substantive update about the [Masimo strategic alternatives review] process until the first in-person Board meeting, which occurred on October 31, 2023-more than four months after Mr. Kiani had started the sale process.” Mr. Koffey be

  18. Slide 18: Claim: Sole onboarding received by Politan directors

    Politan Ciaim: “[The in-person onboard meeting] was the sole onboarding that Ms. Brennan and Mr. Koffey received other than receiving prior Board books and Board meeting minutes. FACTS: Ms. Brennan and Mr. Koffey’s onboarding process involved multiple meetings and exchanges, during the course of whi

  19. Slide 19: Claim: Only redacted minutes provided

    Politan Claim: “To date, Ms. Brennan and Mr. Koffey have only been provided redacted minutes from [the June 24, 2023] Board meeting Masimo provided an unredacted version of the June 24, 2023 minutes to Mr. Koffey and Ms. Brennan on December Mr. Koffey agreed that it lating to then-pending litigation

  20. Slide 20: Claim: Appointment of Mr. Classon and Mr. Chapek as directors

    Politan Ctaim: “On November 3, 2023 the Board appointed Mr. Classon as a Class II director, over the objections of the 2023 Newly-Elected Directors, who believed there was a total absence of a legitimate search process. On January 15, 2024, the Board appointed Mr. Chapek as a Class | director, over

  21. Slide 21: Claim: Board nomination of Christopher Chavez

    Politan Claim: “At [a Board meeting on May 16, 2024], the Board voted, over the objections of the 2023 Newly. Elected Directors, to propose Christopher G. Chavez as a nominee for election at the 2024 Annual Meeting to {il the Ctass 1! director position left vacant by Mr. Classon's resignation. Mr. K

  22. Slide 22: Claim: Board delegated authority to pursue sale of Company

    Politan Ciaim: “On Saturday, June 24, 2023, the Board met to delegate authority to Mr. Kiani to pursue and carry out a sale of the entire Company without any obligation to provide process updates to the Board or to ‘obtain any additional Board approvals to retain financial or other advisors.” FACTS:

  23. Slide 23: Claim: Board unwilling to sign 2023 Annual Report

    Politan Claim: “On February 26, 2024, the Board met to discuss and finalize the Companys Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the “2023 Annual Report’). The Company's ‘management team discussed a draft of the 2023 Annual Report with the Board, but following such di

  24. Slide 24: Claim: Sound United impairment analysis

    Politan Claim: “The Company's 2023 Annual Report disclosed a $10 million impairment with respect to the ‘Sound United business segment (less than 1° ofthe purchase price). As a member of the Audit Committee, ‘Mr. Koffey asked to review the impairment analysis multiple times. To date, he has never be

  25. Slide 25: Claim: Information requests on R&D and costs

    Politan Claim: “From when they first joined the Board and regularly thereafter, the 2023 Newly-Elected Directors asked for information on research and development (“R&D*) spending so they could understand how ‘much was being spent on what initiatives. To date, they have never received any informatio

  26. Slide 26: Claim: January 30, 2024 meeting on consumer separation

    Politan Ctaim: “On January 30, 2024, Mr. Koffey met with Mr. Kiani to further explore the proposed separation of the consumer business subject to the conditions Mr. Kiani had earlier raised and a commitment from Politan to forego nominating any director candidates during separation discussions. Mr.

  27. Slide 27: Claim: Confidentiality agreement with potential joint venture partner

    Politan Claim: “On March 20, 2024, the Company entered into a confidentiality agreement with a potential joint venture partner in connection with the separation of the consumer business. The full Board knew nothing about the existence of the joint venture partner or any discussions that had occurred

  28. Slide 28: Claim: Proposal to purchase Politan's shares

    Politan Ciaim: “Mr. Kiani proposed the Company purchase Politants shares in the Company at a substantial premium in exchange tor Politan agreeing to not purchase more shares and to never run a proxy contest in the future. Mr. Koffey flatly rejected this idea.” FACTS: Mr. Kiani inquired during his Ja

  29. Slide 29: Claim: Denied access to management

    Politan Claim: “..denied access to management REALITY: Mr. Koffey has had numerous discussions with Masimo's CEO and CFO both inside and outside of Board meetings and has met with nearly every member of senior management. A list of the members of senior management Mr Koffey has had discussions with

  30. Slide 30: Claim: Majority of truly independent directors needed

    Politan Ctaim: “This is why itis clearer than ever that a majority of truly independent directors are needed at Masimo..” In the past nine months, Masimo has seated four new independent directors —including two nominated by Politan—constituting two-thirds of the Board, ensuring continued independent

  31. Slide 31: Footnotes and proxy statement references

    11 Masim's 2026 Defintive Prony Statement page 1S: tos) s8e 900/02 doce/avenives/edga/data/0000937586/000121390024053125/¢80206756-05 hm. ‘2 Masim's 2024 Definitive Prony Statement, page 15: http://w sec gov/0? doca/acchives/edga/data/0000937556 000121 390024053125 /e402067S6-05 nem {3 Masinos 2024

  32. Slide 32: How to Vote

    OMasino How to Vote Your vote at this year's Annual Meeting is critical to Masimo’s future. PLEASE USE THE UPDATED GOLD PROXY CARD TODAY!

  33. Slide 33: Gold Card vs White Card

    Gold Card Neo ‘Company NOMINEES a mes White Card Palen NOMINEES 5 =m as i o ©|® Proposal 2 Proposal 2 Tornty ne eeueton of Get Teton LWP ow eons esters pie ‘securing fem art ce ya eng ‘even 28, 2024 6 Proposal 3 Proposal 3 Topronde madison viet approve ep once Proposal 4 roe wifey eo apres es Patan

  34. Slide 34: Press Releases & Filings

    Press Releases & Filings Electing Quentin Koffey’s handpicked nominees would cede control of Masimo to Politan and risk the value of your investment. Vote on the updated GOLD Proxy card to protect the value of Masimo by electing Joe Kiani and Christopher Chavez. Find all necessary information about

  35. Slide 35: Press Releases

    Press Releases Masimo Urges Sockolders to Vote"FOR rly Masimes rector Nominees, Jo Kian and Cirsopher Cavern the Updated (GOLD Prony Cod Tay Masimo Has the Ron Lescerehip an Satay t DnveLongTern Value Creston Masimots Erecting a Sucesstul Steg to Dever Long Tem Sustainable Gowth Masimo Repos Seeond

  36. Slide 36: News & Articles

    Nasino Hedge Fund “Short- Termism’ Destroys Innovation And Wealth News & Articles BSS ‘Two Firms Hazardous to ‘Shareholder Health Carlos Orta: Building strong independent Boards Outside Distractions Hurt Health Care Innovators For Black and Minority Communities Masimo is one of Fast Company's Most I

  37. Slide 37: Infographics

    Infographics Maino SMasino Maio Masimo’s Actions Infographic Infographic Maino Investor Infographic #1

  38. Slide 38: Videos: Clinician Testimonial

    Videos Clinician Testimonial – Dr. Mitchell Goldstein Video Transcript My name is Mitchell Reed Goldstein. I’m a physician, a professor of pediatrics at Loma Linda University Children’s Hospital. I first became concerned about things regarding pulse oximetry, back when I was in my training as a fell

  39. Slide 39: Everything Is At Stake, Your vote will determine the future of Masimo

    EVERYTHING IS AT STAKE, Your vote will determine the future of Masimo. 9 Masino ‘Masimo has consistently delivered value to ite stockholders while simultaneously making a positive impact on milions of patients worldwide. The Company's dector nominees, Joe Kiani ‘and Chstopher Chavez, are qualified,

  40. Slide 40: Actions Infographic

    Politan’s Actions Infographic

  41. Slide 41: Everything Is At Stake: Politan's directors

    EVERYTHING IS AT STAKE, Your vote will determine v Masino the future of Masimo. Poltan’s set-servi = failing t i inits 18D shen Poltan clearly raised capi specific intent of targeting Masimo, Once on the Board, Poita’s current directors, and Michelle Brennan, have proven themselves to be unqualified

  42. Slide 42: Forward-Looking Statements

    Forward-Looking Statements This communication includes forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in connection with the Private Securities Litigation Reform Act of 1995. These fo

  43. Slide 43: Forward-Looking Statements

    Forward-Looking Statements This communication includes forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in connection with the Private Securities Litigation Reform Act of 1995. These fo

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