Slide 1: Masimo Urgently Needs A Truly Independent Board
Masimo Urgently Needs A Truly Independent Board June 2024 //F Politan Capital Management Vi ADVANCE MASIMO www.advancemasimo.com
Slide 2: Disclaimer
Disclaimer fly ADVANCE MASIMO This presentation and any of the information contained herein (this “Presentation”) is for discussion and general informational purposes only and is not complete. This Presentation does not have regard for the specific investment objective, financial situation, suitabil
Slide 3: Majority of Truly Independent Directors Are Urgently Needed
Majority of Truly Independent Directors Are Urgently Needed to Safeguard Shareholder Value and Realize Company’s Potential peeve: eset Masimo’s broken governance continues to result in further harm as operations, material risks, and share price have deteriorated. Long recurring history of governance
Slide 4: Politan Owns 9% of Masimo
Politan Owns 9% of Masimo: We Are Long-Term Focused and Constructive in Our Engagement peeve: eset 6 Politan’s style is to amicably and quietly work with management to achieve its objectives. They do not send angry public letters, ~$600M investment makes us one of Masimo’s largest shareholders. + We
Slide 5: Change Is Urgently Needed
Change Is Urgently Needed Shareholder Nominees Can Help to Deliver Change Immediately SO ADVANGE MASIMG Governance Remains Broken at Masimo Resulting in Significant Harms for Stakeholders Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement “Separation”: Risky
Slide 6: 2023 AGM Votes
•••••••• 10 15 20 25 30 35 40 Mr. Cohen Ms. Shimer Mr. Koffey Ms. Brennan 2023 AGM Votes (M) 70% Shareholder Support 83% Shareholder Support 3x
Slide 7: Total Stock Return During Tenure
••••• (51%) (14%) (99%) (100%) (80%) (60%) (40%) (20%) 0% TRIV (2014-2016) ELGX (2016-2018) NVTR (2019) Total Stock Return During Tenure
Slide 8: Investor Day Guidance vs Current Guidance
••••• 30% 40% 50% 60% 70% 80% 90% 100% % Favorable CEO Ratings Lowest Peer +32% Median Peer +95% Highest Peer +132% Investor Day Guidance Current Guidance Investor Day Guidance Current Guidance Investor Day Guidance Current Guidance (17 % ) (31 % ) (25 % ) 2022 2024 2022 2024 (22%) (49%)
Slide 9: 2024 Revenue, EBIT and EPS Versus Guidance
2024 Revenue 2024 EBIT 2024 EPS $140 $190 $240 Feb-22 Feb-22 Feb-22 Feb-22 $70 $120 $170 Jul-23 Aug-23 Sep-23 Oct-23 (40%) $115 $120 $125 $130 $135 $140 May-24 May-24 May-24 May-24 May-24 (15%) (20%) (33%) Investor Day Guidance Current Guidance Investor Day Guidance Current Guidance Investor Day Gui
Slide 10: Executive Summary: Current Separation Poses Significant Risk
Executive Summary Current “Separation” Is Not What Shareholders Asked for and Poses Significant Risk to Shareholders fl) ADVANCE MASIMO Shareholders want a Clean Exit from Consumer Audio (Sound United). Mr. Kiani Refuses to simply sell Consumer Audio (Sound United). Cercacor was the last time Mr. Ki
Slide 11: Executive Summary: No Proper Oversight of Separation
Executive Summary No Proper Oversight of Separation: Related Party Conflicts & Risk of Significantly Impairing Valuation of Masimo Mr. Kiani Dissolved Special Committee That Was Formed to Address Related Party Conflicts... fl) ADVANCE MASIMO ind Has Kept the Board in the Dark Mr. Kiani immediately a
Slide 12: Executive Summary: Mr. Kiani Demands Full Control of the Board
Executive Summary Mr. Kiani Demands Full Control of the Board, Shareholders Want Truly Independent Oversight U/} ADVANCE MASIMO + Spends money without even informing the Board, let alone getting the Board’s approval. Mr. Kiani Demands + Benefits from egregious arrangements and related party transact
Slide 13: Executive Summary: Threats of Business Disruption Are Untrue
Executive Summary Mr. Kiani’s Threats of Business Disruption Are Untrue and Run Counter to His Own Prior Actions Earlier This Year, Mr. Kiani Sought to Leave Masimo and Take Significant Corporate Assets With Him Today He Claims Masimo Can’t Continue Without Him Illogical to Claim Masimo Will Suffer
Slide 14: Nominees' Total Stock Return During Tenure
•••• 804% 35% 195% 0% 100% 200% 300% 400% 500% 600% 700% 800% 900% A (2003-2023) NOVT (2022-2024) MTRN (2011-2024) Total Stock Return During Tenure 339% 75% 59% 0% 50% 100% 150% 200% 250% 300% 350% 400% XRAY (1998-2013) SYK (2013-2016) AVNT (2015-2024) Total Stock Return During Tenure
Slide 15: Stock Price Trajectory at Earnings Potential
•••••• $200 $250 $300 $350 $400 $450 Jun-24 Dec-25 Dec-26 Dec-27 Dec-28 Dec-29 Value Per Share Stock Price Trajectory at Earnings Potential and Constant 22.5x EBITDA Multiple EBIT Margin of 35%+ Does not include additional value for Sound United, Consumer Healthcare, or Apple litigation.
Slide 16: What Happens After the July 25th AGM: Immediate Action
Executive Summary Le What Happens After the July 25" AGM: Immediate Action fi) ADVANCE MASIMO Former J&J Global Value Creation Leader, Michelle Brennan Group Chair of J&u’s Medical Device Business in EMEA Immediately Establish Business Review Committee! 3. Bill Jellison Former Chief Financial Office
Slide 17: Masimo Urgently Needs a Majority of Truly Independent Directors
Executive Summary Masimo Urgently Needs a Majority of Truly Independent Directors fi) ADVANCE MasIMO Both Shareholder Nominees Must Be Elected Mr. Kiani Can Stay or Leave, It’s His Choice Greatest Risk to Masimo Is Mr. Kiani Maintaining Control Shareholders Will Not Have This Chance Again Split vote
Slide 18: Change Is Urgently Needed
Change Is Urgently Needed fl) ADVANCE MASIMO Governance Remains Broken at Masimo 2 Resulting in Significant Harms for Stakeholders 3 Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement 4 “Separation”: Risky IP Transfers and Related Party Conflicts That Could
Slide 19: Governance Remains Broken at Masimo
Governance Remains Broken at Masimo fly ADVANCE MASIMO 1 No Effective Oversight of Management * Board neither approves nor has knowledge of expenditures. * Information flow to the Board is solely at the CEO’s discretion. * Asaresult, Board is uninformed of material risks & basic financials. in)
Slide 20: No Budget Oversight Exists at All
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management No Budget Oversight Exists at All — None fi) ADVANCE MASIMO Masimo’s Board does not review, approve or even see a budget — unheard of for a public company. Action Timing cee Be OMasino Comments Strategic Priorities
Slide 21: No Board Approval of Any Spending for Years
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management There Has Been No Board Approval of Any Spending for Years fi) ADVANCE MASIMO Legacy Board granted CEO ability to spend unlimited amounts without any Board input or approval — only CapEx items over $10M require Boar
Slide 22: Board Approval Was Last Required Two Years Ago
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management Board Approval Was Last Required Two Years Ago, Board Remains Uninformed Board approval was last required in February 2022: Acqui: Board remains uninformed about decisions. Sound United U/} ADVANCE MASIMO ion of Sou
Slide 23: No Procedures Exist for Information to Reach the Board
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management No Procedures Exist for Information to Reach the Board, CEO Provides Information Solely at His Discretion Delaware Law Requires Directors to Establish Systems for Information to Flow to the Board and Specifically Ca
Slide 24: Company Refused Basic Information and Denied Meetings
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management Despite Repeated Requests, Company Refused Basic Information, Denied Meetings With Leadership, and Withheld Analysis Refused Actual Onboarding.. nd Denied Requests for Basic, Critical Information U/} ADVANCE MASIMO
Slide 25: Board Struggled to Approve 10K
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management As a Result, Board Struggled to Approve 10K Board Would Not Approve 10K Meeting to Address fl) ADVANCE MASIMO Last Minute Approval, Yet Disclosure Never Improves + Majority of independent directors initially unwilli
Slide 26: Board Lacks Basic Information About Financials
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management As a Result, Board Lacks Basic Information About Financials fi) ADVANCE MASIMO 2023 Information Provided to Board No meaningful detail on units by product, installed base, customer, or contracts. pr Revenue 2,048M e
Slide 27: Board Is Uninformed About Material Risks
Section 1: Governance Remains Broken at Masimo: No Effective Oversight of Management And as a Result, Board Is Uninformed About Material Risks fi) ADVANCE MasIMO DOJ / FDA Investigations Whistleblower Lawsuits Leverage Covenants Mr. Kiani Stock Pledges Board knew nothing about August 2023 recall iss
Slide 28: Extreme Disregard for Shareholders
Governance Remains Broken at Masimo fly ADVANCE MASIMO 2 Extreme Disregard for Shareholders * Despite overwhelming shareholder support for Ms. Brennan and Mr. Koffey, legacy directors undermined impact of 2023 vote results. * Majority of Board remains assembled by CEO — there was no legitimate expan
Slide 29: 2023 AGM Votes
10 15 20 25 30 35 40 Cohen Shimer Koffey Brennan 2023 AGM Votes (M) Incumbent Nominees Shareholder Nominees 3x
Slide 30: We Attempted Constructive Engagement, But Encountered Constant Contempt
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders We Attempted Constructive Engagement, But Encountered Constant Contempt We Tried Disparagement Never Stopped U/} ADVANCE MASIMO Everyone Noticed Before AGM At AGM After AGM «6 [Wle look forward toconstructively helpin
Slide 31: Directors Brennan and Koffey Were Effectively Never Onboarded
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders Directors Brennan and Koffey Were Effectively Never Onboarded, Instead They Were Essentially Blocked Every Step of the Way fl) ADVANCE MASIMO Ms. Brennan and Mr. Koffey requested customary onboarding upon joining the
Slide 32: Board Began Undermining 2023 AGM Results
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders Board Began Undermining 2023 AGM Results Before We Joined, Facilitating Mr. Kiani’s Efforts to Avoid Shareholder Accountability Saturday Before AGM, Legacy Board Delegated Authority to Management ly ADVANCE MASIMO To
Slide 33: Shareholders Voted Michael Cohen off the Board
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders Shareholders Voted Michael Cohen off the Board, But Mr. Kiani Immediately Hired Him Back as an Advisor bidle Alaa ate Yet, Mr. Kiani immediately hired Mr. Cohen Michael Cohen was voted off Board by backas alpaid advis
Slide 34: 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom 1%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom 1%
Slide 35: All Committees Are Controlled by Kiani-Selected Directors
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders All Committees Are Controlled by Kiani-Selected Directors fi) ADVANCE MASIMO Mr. Reynolds and Mr. Chapek Are 2/3'S of Every Board Committee Director Name Audit Comp Nom Gov Despite, Mr. Reynolds being nearly voted off
Slide 36: Mr. Kiani Selected Every Single Director on the Board
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders Mr. Kiani Selected Every Single Director on the Board (Majority) Except Those Nominated by Politan Publicly Cite Use of Search Firm For Veneer of Independence... (14 Our Embrace of Positive Shareholder-Driven Change:
Slide 37: There Was Never a Legitimate Board Expansion Process
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders There Was Never a Legitimate Board Expansion Process, Legacy Directors Forced Through Preselected Board Additions peeve: eset Legacy Board Selects Directors Before 2023 AGM No Legitimate Search Process by New Board Pr
Slide 38: Management Made Misleading Statements About the Director Search
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders Meanwhile, Management Consistently Made Misleading Statements to Shareholders About the Director Search peeve: eset Company Claim Reality 66 The chairman of our Nominating committee is working on [expanding the Board]
Slide 39: Management Nominee Chris Chavez Is More of the Same
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders Management Nominee Chris Chavez Is More of the Same: 4 r = th ADVANCE MASIMO Acquaintance of Mr. Kiani, No Search Firm, No Board Process % Nominating & Governance Committee Never Longtime Acquaintance of Mr. Kiani Nev
Slide 40: 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom 0.1%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom 0.1%
Slide 41: 2023 AGM Results Had No Impact
Section 1: Governance Remains Broken at Masimo: Extreme Disregard for Shareholders As a Result, 2023 AGM Results Had No Impact: Board Thoroughly Disregarded Overwhelming Shareholder Vote fl) ADVANCE MASIMO No Changes to Governance * Noimprovement in Board information or oversight. Practices or Overs
Slide 42: Change Is Urgently Needed
Change Is Urgently Needed fl) ADVANCE MASIMO 1 Governance Remains Broken at Masimo Resulting in Significant Harms for Stakeholders 3 Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement 4 “Separation”: Risky IP Transfers and Related Party Conflicts That Could
Slide 43: Broken Governance Leads Directly to Significant Harms
Broken Governance Leads Directly to Significant Harms for Company Stakeholders SO ADVANGE MASIMG 1 Severely Impacted Company’s Performance * Share price has underperformed peers by 90%+. * EBIT and margins are significantly below targets set in December 2022. * Consumer strategy has failed: no reven
Slide 44: Total Shareholder Return Has Underperformed Against Any Peer Set
Section2: Resulting in Significant Harms for Stakeholders: Severely Impacted Company's Performance Total Shareholder Return Has Underperformed Against Any Peer Set Over Any Time Period fl) ADVANCE MASIMO 1Year 3 Year 5 Year Masimo’s Proposed Peers“ (14%) (36%) (98%) 4 \ ] Vv ASIMO Sell-Side Peers@ (
Slide 45: $140 $150 $160 $170 $180 $190 $200 $210 $220 $230 $240 Feb-22 Feb-22 Feb-22
$140 $150 $160 $170 $180 $190 $200 $210 $220 $230 $240 Feb-22 Feb-22 Feb-22 Feb-22 $60 $80 $100 $120 $140 $160 Jul-23 Jul-23 Jul-23 Aug-23 Aug-23 Sep-23 Sep-23 Oct-23 Oct-23 Initial Reaction (20%) Continues selloff additional (33%) (40%) $115 $120 $125 $130 $135 $140 May-24 May-24 May-24 May-24 May-
Slide 46: (30%) (20%) (10%) 0% 10% 20% 30% 40% YoY Sales Growth (%) June 2023
(30%) (20%) (10%) 0% 10% 20% 30% 40% YoY Sales Growth (%) June 2023 AGM 2Q23 Results Preannounced July 2023
Slide 47: $75 $85 $95 $105 $115 $125 $135 $145 $155 Jul-23 Jul-23 Aug-23 Aug-23 Sep-23
$75 $85 $95 $105 $115 $125 $135 $145 $155 Jul-23 Jul-23 Aug-23 Aug-23 Sep-23 Sep-23 Oct-23 Oct-23 Nov-23 Initial Reaction (20%) Negative 2Q23 Preannouncement Sell Side Speculates 3Q Sales Also Weak Continues Selloff Additional (33%)
Slide 48: (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% 1Q16 2Q16 3Q16 4Q16 1Q17
(20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 Public Hospital Same-Store Inpatient Admissions YoY Growth (%) Standard Deviation+1 Standard Deviation -1
Slide 49: (25%) (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% 1Q23 2Q23 3Q23 4Q23
(25%) (20%) (15%) (10%) (5%) 0% 5% 10% 15% 20% 1Q23 2Q23 3Q23 4Q23 YoY Sales Growth (%) Masimo Professional Healthcare Medtronic Patient Monitoring
Slide 50: 2023 Actual vs Investor Day Guidance
$2,000 $2,050 $2,100 $2,150 $2,200 $2,250 $2,300 $2,350 $2,400 Investor Day 2023 Guidance 2023 Actual $M (13%) $250 $270 $290 $310 $330 $350 $370 Investor Day 2023 Guidance 2023 Actual $M (27%) $3.15 $3.35 $3.55 $3.75 $3.95 $4.15 $4.35 $4.55 Investor Day 2023 Guidance 2023 Actual $ per Share (27%)
Slide 51: 2024 Guidance vs Investor Day Guidance
$2,000 $2,100 $2,200 $2,300 $2,400 $2,500 $2,600 Investor Day 2024 Guidance Current 2024 Guidance $M (17%) $300 $320 $340 $360 $380 $400 $420 $440 $460 Investor Day 2024 Guidance Current 2024 Guidance $M (31%) $3.50 $3.75 $4.00 $4.25 $4.50 $4.75 $5.00 Investor Day 2024 Guidance Current 2024 Guidance
Slide 52: $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 2016 2017
$0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 $1,100 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Slide 53: EBIT / Average Invested Capital
10% 12% 14% 16% 18% 20% 22% 2012 2017 2022 2023 2024E EBIT / Average Invested Capital (%) (1)
Slide 54: Gross and Operating Margin vs Target
60% 61% 62% 63% 64% 65% 66% 67% 68% 69% 70% 2019 2020 2021 2022 2023 2024 Target Gross Margin (%) 18% 20% 22% 24% 26% 28% 30% 2019 2020 2021 2022 2023 2024 Target Operating Margin (%)
Slide 55: Today Management Promises 30% Margins, But Has Targeted It for Years
Section2: Resulting in Significant Harms for Stakeholders: Severely Impacted Company's Performance Today Management Promises 30% Margins, . 0 fl) ADVANCE MASIMO But Has Been Targeting 30% Regularly for Years and Never Met Company Promises 30% EBIT Margins, With 100bps per Year... ..Just Like Prior P
Slide 56: 26% 27% 28% 29% 30% 2017 2018 2019 2020 2021 Current Operating Margin Target
26% 27% 28% 29% 30% 2017 2018 2019 2020 2021 Current Operating Margin Target
Slide 57: 2019-2024 EBIT Margin Improvement
(4%) (2%) 0% 2% 4% 6% 8% 10% 2019-2024 EBIT Margin Improvement
Slide 58: Sound United Acquisition Results
$700 $750 $800 $850 $900 $950 $1,000 2022 2024 $M (22 % ) $28 $33 $38 $43 $48 $53 $58 $63 2022 2024 $M (49 % ) 8x 13x 18x 23x Announced Acquisition Multiple Actual Mutliple of 2024 EBITDA ($0.30) Purchase Price / EBITDA ($0.20) ($0.10) $0.00 $0.10 $0.20 2022 2024 EPS Accretion / Dilution
Slide 59: Consumer Healthcare Strategy Is Failing
Section2: Resulting in Significant Harms for Stakeholders: Severely Impacted Company's Performance Consumer Healthcare Strategy Is Failing: Despite Significant Investment and Management Focus bidle Alaa ate Despite Significant Marketing and R&D Spend Despite Acquiring Sound United for Over $1B ~33%+
Slide 60: Freedom Watch Has Failed to Even Launch
Section2: Resulting in Significant Harms for Stakeholders: Severely Impacted Company's Performance Freedom Watch Has Failed to Even Launch fl ADVANCE MASIMO Unable to launch Freedom Watch due to manufacturing bugs 60
Slide 61: Number of Amazon Reviews
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 Owlet Dream Sock Masimo Stork Vitals and Vitals+ Number of Amazon Reviews
Slide 62: Consumer Audio Sales
$700 $750 $800 $850 $900 $950 $1,000 Initial July 2023 June 2024 Consumer Audio Sales ($M) (24 % )
Slide 63: Management Always Claims Success Is Just Around the Corner
Section2: Resulting in Significant Harms for Stakeholders: Severely Impacted Company's Performance And Continues to Always Claim That Success Is Just Around the Corner... Results Are Always Just a Few Years Away... U/} ADVANCE MASIMO (14 So, we're really expecting after 15 years..2023 and beyond wil
Slide 64: Poses Broader Risk to the Enterprise
Broken Governance Leads Directly to Significant Harms for Company Stakeholders SO ADVANGE MASIMG 2 Poses Broader Risk to the Enterprise * CEO promotes culture of absolute loyalty and intolerance of dissent. * Result is material risk to enterprise with SEC and DOJ subpoenas related to whistleblowers.
Slide 65: % Favorable
40% 50% 60% 70% 80% 90% 100% % Favorable
Slide 66: Scathing Comments by Employees Highlight CEO Intolerance of Dissent
Section2: Resulting in Significant Harms for Stakeholders: Broader Riskto the Enterprise Scathing Comments by Employees Highlight CEO Values Loyalty and Doesn’t Tolerate Dissent Unusually Scathing Employee Commentary U/} ADVANCE MASIMO Further Supported By Ita shame that Joe Kiani ruined such a good
Slide 67: Not Tolerating Dissent Creates Environment Where Problems Are Covered Up
Section2: Resulting in Significant Harms for Stakeholders: Broader Riskto the Enterprise Not Tolerating Dissent Creates Environment Where Problems Are More Likely to Be Covered Up Than Addressed fl) ADVANCE MASIMO Problems unlikely to get elevated and addressed, despite operating ina highly regulate
Slide 68: Whistleblower Investigations and Lawsuits
Section2: Resulting in Significant Harms for Stakeholders: Broader Riskto the Enterprise Today, We See Whistleblower Investigations and Lawsuits U/} ADVANCE MASIMO UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF CALIFORNIA SERGIO VAZQUEZ. Individually and on Behalf of All Others Similarly Situated
Slide 69: Process Failures Requiring Investigations by Regulators
Section2: Resulting in Significant Harms for Stakeholders: Broader Riskto the Enterprise And Process Failures Requiring Investigations by Regulators fi) ADVANCE MASIMO Product flagged for recall, nua is not informed; DOJ Investigation of Recall but inadequate process allowed Director requests to mee
Slide 70: Management Refuses to Properly Acknowledge Issues
Section2: Resulting in Significant Harms for Stakeholders: Broader Riskto the Enterprise Yet Again, Management Refuses to Properly Acknowledge Issues Downplays Scope of Failure... ..Contrary to Public Record (and Forcing Need to Correct Remarks) U/} ADVANCE MASIMO They decided to recall it. And then
Slide 71: Related Party Conflicts and Misuse of Shareholder Resources
Broken Governance Leads Directly to Significant Harms for Company Stakeholders SO ADVANGE MASIMG 3 Related Party Conflicts and * CEO has pledged 75% of his stock but maintains voting power. Misuse of Shareholder Resources | * Compensation arrangements 2x to 25x peers, tens of millions of payments to
Slide 72: CEO Pledges Shares as Collateral
Section2: Resulting in Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources CEO Pledges Shares as Collateral: Voting Power Disproportionate to Economic Ownership peeve: eset Pledged ~3M Shares as Collateral for Personal Loans Peer Companies Don’t Allow It C
Slide 73: CEO Compensation vs Proxy Peers
$8 $9 $10 $11 $12 $13 $14 $15 $16 Proxy Peer Median Masimo 2023 CEO Compensation 2x (30%) (25%) (20%) (15%) (10%) (5%) 0% 2022 2023 Total Stock Price Underperformance
Slide 74: Change in Control Payment as % of Market Cap
0% 1% 2% 3% 4% 5% 6% 7% Change in Control Payment as % of Market Cap 28 x
Slide 75: Substantial Related Party Payments to Entity Majority Owned by CEO
Section2: Resulting in Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources Substantial Related Party Payments to Entity Majority Owned by CEO = qgapvance masimo $19M per year Cercacor payments + Mr. Kianiis majority owner as well as Chairman & CEO of Cerca
Slide 76: Shareholders Fund Charity Dedicated to CEO's Personal Causes
Section2: Resulting in Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources Shareholders Fund Charity Primarily Dedicated to CEO’s Personal Causes Unrelated to Masimo Family Members and Loyal Associates Constitute Foundation Board CEO Directs Majority of Fo
Slide 77: CEO Uses Corporate Balance Sheet for Vanity Projects and Personal Expenditures
Section2: Resulting in Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources CEO Uses Corporate Balance Sheet to Invest in Vanity Projects and for Litany of Personal Expenditures WP ADVANGE Mase Lavish Spending on Office Facilities Unconstrained Spending on
Slide 78: $0 $200,000 $400,000 $600,000 $800,000 $
$0 $200,000 $400,000 $600,000 $800,000 $
Slide 79: CEO Wastes Shareholder Resources on Unnecessary Corporate Jet
Section 2: Resultingin Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources CEO Wastes Shareholder Resources on Unnecessary Corporate Jet Masimo Owns a Gulfstream 550 Substantial Private Usage of Corporate Jet U/} ADVANCE MASIMO ADS-B Exchangeflighttracking
Slide 80: Masimo Doesn't Need a Corporate Jet
Section2: Resulting in Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources Masimo Doesn’t Need a Corporate Jet (Let Alone a G550): Corporate Jet Travel Doesn’t Overlap With Masimo’s Business bidle Alaa ate Nearly No Overlap Between Major Contract Deals and
Slide 81: Corporate Jet Travel Appears Overwhelmingly for Personal Use
Section 2: Resultingin Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources Corporate Jet Travel Appears Overwhelmingly for Personal Use, Even During Periods of Crisis for Company peeve: eset During a Crucial Three-Month Period Surrounding 2Q23 Sales Collap
Slide 82: CEO Uses Corporate Jet to Travel to His Personal Ranch
Section2: Resulting in Significant Harms for Stakeholders: Related Party Conflicts and Misuse of Shareholder Resources CEO Uses Corporate Jet to Travel Short Distance to His Personal Ranch at Great Expense to Shareholders and the Environment Over two years, Mr. Kiani took 56 flights from Irvine to S
Slide 83: Change Is Urgently Needed
Change Is Urgently Needed fl) ADVANCE MASIMO 1 Governance Remains Broken at Masimo 2 Resulting in Significant Harms for Stakeholders Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement 4 | “Separation”: Risky IP Transfers and Related Party Conflicts That Coul
Slide 84: ••• ••• 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom
••• ••• 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom 0.1% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Bottom 2%
Slide 85: Board Has Long Been Hostile to Dissent or Independent Oversight
Section: Long, Recurring Track Record of Broken Governance Means No Credible Prospect for lmprovement Board Has Long Been Hostile to Dissent or Independent Oversight Continually Critical of Largest Shareholders Blames Proxy Advisory Firms, Not Governance U/} ADVANCE MASIMO Utterly Dismissive of Boar
Slide 86: Change in Control Payment as % of EBIT
•••••• 0% 5% 10% 15% 20% 25% 30% 35% 2008 2009 2010 2011 Cercacor Change in Control Payment as % of EBIT (excl Royalty)
Slide 87: Compensation Agreement Functioned as Poison Pill for Past 9 Years
Section: Long, Recurring Track Record of Broken Governance Means No Credible Prospect forlmprovement Long History of Extraordinary Entrenchment Devices: Compensation Agreement Functioned as Poison Pill for Past 9 Years Not an Actual Employment Agreement .and Noted as an Appalling Entrenchment Device
Slide 88: Bylaw Amendments Were an Attempt to Block Nominations
Section 3: Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement Long History of Extraordinary Entrenchment Devices: Bylaw Amendments Were an Attempt to Block Nominations peeve: eset Enacted Bylaws to Block Shareholder Nominees... _...Leading to Intense Critici
Slide 89: CEO-Selected, Small, and Staggered Board Ensures No Independence
Section: Long, Recurring Track Record of Broken Governance Means No Credible Prospect forlmprovement Long History of Extraordinary Entrenchment Devices: CEO-Selected, Small, and Staggered Board Ensures No Independence fl) ADVANCE MASIMO + Mr. Kiani has always selected every director to join the Boar
Slide 90: Targets vs Actuals
$60 $80 $100 $120 $140 $160 2017 Target 2017 Actual $M (52%) $150 $250 $350 $450 $550 2022 Target 2022 Actual $M (54 % ) 20% 22% 24% 26% 28% 30% 32% 2022 Target 2022 Estimate 2024 Guidance % Operating Margin ( -600bps) Even Worse $100 $150 $200 $250 $300 $350 2022 Target 2022 Actual 2023 Actual $M (
Slide 91: $140 $160 $180 $200 $220 $240 Feb-22 Feb-22 Feb-22 Feb-22 Feb-22 Feb-22 (40%) $115
$140 $160 $180 $200 $220 $240 Feb-22 Feb-22 Feb-22 Feb-22 Feb-22 Feb-22 (40%) $115 $120 $125 $130 $135 $140 May-24 May-24 May-24 May-24 May-24 (15%) decline: CEO tells shareholders he is pursuing binding deal before AGM 8% bounce: Following shareholder pressure, CEO changes course and announces will
Slide 92: Payments to Cercacor and CEO Compensation
•••• $0 $2 $4 $6 $8 $10 $12 $14 $16 $18 $20 2019 2020 2021 2022 2023 Masimo Payments to Cercacor $0 $2 $4 $6 $8 $10 $12 $14 $16 $18 $20 2019 2020 2021 2022 2023 Mr. Kiani Annual Compensation 2x 2x 2x 2x 2x Multiple of Proxy Peer Median
Slide 93: Recurring Broken Governance Means No Credible Prospect for Improvement
Section: Long, Recurring Track Record of Broken Governance Means No Credible Prospect forlmprovement Recurring Record of Broken Governance Means No Credible Prospect for Improvement, Yet Now Determining Separation Sp AEYaNS: Mice Longstanding Constantly Recurring History of Broken Governance Harming
Slide 94: Change Is Urgently Needed
Change Is Urgently Needed fl) ADVANCE MASIMO 1 Governance Remains Broken at Masimo 2 Resulting in Significant Harms for Stakeholders 3 Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement “Separation”: Risky IP Transfers and Related Party Conflicts That Could
Slide 95: Separation: Despite Failure of Sound United, CEO Refuses to Evaluate a Clean Exit
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor “Separation”: Risky IP Transfers and Related Party Conflicts 4 That Could Impair Valuation and Create a Competitor ly ADVANCE MASIMO 1 Despite Failure of Sound United Acquisitio
Slide 96: • • • • $140 $150 $160 $170 $180 $190 $200 $210 $220 $230
• • • • $140 $150 $160 $170 $180 $190 $200 $210 $220 $230 $240 Feb-22 Feb-22 Feb-22 Feb-22 (40%) $5B reduction in market capitalization (5x acquisition price)
Slide 97: $700 $750 $800 $850 $900 $950 $1,000 2022 2024 $M (22 % ) $200
$700 $750 $800 $850 $900 $950 $1,000 2022 2024 $M (22 % ) $200 $220 $240 $260 $280 $300 $320 $340 $360 2022 2024 $M (30 % ) $28 $33 $38 $43 $48 $53 $58 2022 2024 $M (49 % )
Slide 98: Rationale of Acquiring Sound United for Distribution Has Proven Wrong
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Rationale of Acquiring Sound United for Distribution Has Proven Wrong Justified Acquisition of Sound United Based on Need for Distribution U/} ADVANCE MASIMO Distribution Has No
Slide 99: Mr. Kiani Refuses to Acknowledge the Problems
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Mr. Kiani Refuses to Acknowledge the Problems Continues to Defend Sound United Acquisition Despite Reality of Poor Performance U/} ADVANCE MASIMO ul just want to say we're two y
Slide 100: •••• 1,000 2022 2023 Sales $M Hearables & Wearables Everything Else ( $223M) +$43M
•••• 0 100 200 300 400 500 600 700 800 900 1,000 2022 2023 Sales $M Hearables & Wearables Everything Else ( $223M) +$43M
Slide 101: CEO Only Pursuing Separation with Risky IP Transfers
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor “Separation”: Risky IP Transfers and Related Party Conflicts 4 That Could Impair Valuation and Create a Competitor ly ADVANCE MASIMO 2 CEO Only Pursuing Separation with Risky IP
Slide 102: The Last Time Mr. Kiani Oversaw a Separation: Cercacor
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor The Last Time Mr. Kiani Oversaw a Separation It Resulted in 4 = ADVANCE MASIMO Egregious Personal Benefits and Entrenchment: Cercacor bid Cercacor Separation Functioned as a Mea
Slide 103: Claims He Is Listening to Shareholders, But Pursuing a Risky Transaction
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Today, Mr. Kiani Claims He Is Listening to Shareholders, But Only Pursuing a Risky Transaction With Related Party Conflicts fl) ADVANCE MASIMO Claims “Listening Tour” of Shareho
Slide 104: Proposed Separation Is Fraught With Risk
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Mr. Kiani’s Proposed “Separation” Is Fraught With Risk: Creating a Future Competitor And / Or Impairing Masimo bidle Alaa ate A Separation Must Not Impair Masimo Licensing Masim
Slide 105: Special Committee Formed, But Dissolved by CEO
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor First, Special Committee Formed to Evaluate Transaction, But Dissolved by CEO When Didn’t Get Everything He Wanted Special Committee Attempted to Negotiate fl) ADVANCE MASIMO Co
Slide 106: Today Pursuing JV/Sale That Raises Same Concerns
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Today Pursuing JV/Sale That Raises Same Concerns the Special Committee Objected To peeve: eset Initial Structure Rejected by Special Committee Currently Contemplated JV / Sale U
Slide 107: Pursuing Transaction With No True Independent Oversight
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Pursuing Transaction With No True Independent Oversight fi) ADVANCE MasIMO Board Has Been Kept in the Dark Mr. Kiani dissolved the Special Committee after it objected to egregio
Slide 108: Impossible to Have Confidence in a Kiani-Led Transaction
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Impossible to Have Confidence in a Kiani-Led Transaction Without Truly Independent Oversight fl) ADVANCE MASIMO History of Transactions With Egregious Personal Arrangements and
Slide 109: Politan Wants Separation Done Right
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor “Separation”: Risky IP Transfers and Related Party Conflicts 4 That Could Impair Valuation and Create a Competitor ly ADVANCE MASIMO 3. Politan Wants What All Shareholders Want—
Slide 110: Politan Statement on Separation
Section 4: “Separation”: Risky IP Transfers and Related Party Conflicts That Could impair Valuation and Createa Competitor Politan Statement on Separation: We Want to See It Done and Done Right U/} ADVANCE MASIMO Politan supports a strategic review to evaluate a separation of the Consumer Business (
Slide 111: Shareholder Nominees Can Help to Deliver Change Immediately
Shareholder Nominees Can Help to Deliver Change Immediately fy ADVANCE MASIMO 1 Governance Remains Broken at Masimo 2 Resulting in Significant Harms for Stakeholders re Long, Recurring Track Record of Broken Governance Means No Credible Prospect for Improvement 4 “Separation”: Risky IP Transfers and
Slide 112: Shareholder Nominees Can Refresh Governance and Refocus Masimo
Section 5: Shareholder Nominees are Ideally Qualified and Unquestionably Independent Shareholder Nominees Can Refresh Governance and Refocus Masimo on Profitable Growth Dr. Darlene Solomon Former Chief Technology Officer & SVP, Agilent Technologies U/} ADVANCE MASIMO William (Bill) Jellison Former C
Slide 113: Darlene Solomon Fits Company Needs Perfectly
Section 5: Shareholder Nominees are Ideally Qualified and Unquestionably Independent Darlene Solomon Fits Company Needs Perfectly U/} ADVANCE MASIMO Dr. Darlene Solomon Current Board Lacks... Leading To Former Chief Technology Officer & SVP, Agilent Technologies + Majority of independent directors +
Slide 114: Bill Jellison Fits Company Needs Perfectly
Section 5: Shareholder Nominees are Ideally Qualified and Unquestionably Independent Bill Jellison Fits Company Needs Perfectly fi) ADVANCE MasIMO William (Bill) Jellison Current Board Lacks... ..Leading To Former, Chief Financial Officer, Stryker Corporation * Majority of independent directors + Ab
Slide 115: Jellison Total Stock Return During Tenure
339% 75% 59% 0% 50% 100% 150% 200% 250% 300% 350% 400% XRAY (1998-2013) SYK (2013-2016) AVNT (2015-2024) Total Stock Return During Tenure 804% 35% 195% 0% 100% 200% 300% 400% 500% 600% 700% 800% 900% A (2003-2023) NOVT (2022-2024) MTRN (2011-2024) Total Stock Return During Tenure
Slide 116: Total Stock Return During Tenure
•••• ••• (51%) (14%) (99%) (100%) (80%) (60%) (40%) (20%) 0% TRIV (2014-2016) ELGX (2016-2018) NVTR (2019) Total Stock Return During Tenure
Slide 117: Shareholder Nominees Are Unquestionably Independent
Section 5: Shareholder Nominees are Ideally Qualified and Unquestionably Independent Shareholder Nominees Are Unquestionably Independent and Claim That Politan Would Control Masimo’s Board Is False peeve: eset Shareholder Nominees found through nationally-recognized search firm and have no pre-exist
Slide 118: Settlement Offers Have Been Tailored to Preserve Mr. Kiani's Demands
Section 5: Shareholder Nominees are Ideally Qualified and Unquestionably Independent Settlement Offers Have Been Tailored to Preserve Mr. Kiani’s Egregious Demands and Risky Separation peeve: eset Company Offered to Accept Jellison & Solomon in Return for Mr. Kiani Receiving Every Extraordinary Dema
Slide 119: •••
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Slide 120: Voting for Shareholder Nominees Does Not Trigger CEO Change in Control
Slide 121: ••••••
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Slide 122: •• •••
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Slide 123: Shareholder Nominees Can Help to Deliver Change Immediately
Slide 124: •• • • • ••
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Slide 125: Sharpening Our Focus
Slide 126: ••••••
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Slide 127: Peer EV / NTM EBITDA vs Sales Growth
Peer Median Masimo Growth-Implied 15x 20x 25x 30x 35x 40x 45x 50x 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% 16% EV / NTM EBITDA 2024-2027 Sales CAGR Multiples highly correlated with sales growth as peers have limited margin expansion
Slide 128: Stock Price Trajectory at Earnings Potential
$200 $250 $300 $350 $400 $450 Jun-24 Dec-25 Dec-26 Dec-27 Dec-28 Dec-29 Value Per Share Stock Price Trajectory at Earnings Potential and Constant 22.5x EBITDA Multiple EBIT Margin of 35% to 40% Does not include value for Sound United, Consumer Healthcare, or Apple litigation (1)
Slide 129: Operating Margin
20% 21% 22% 23% 24% 25% 26% 2019 2020 2021 2022 2023 2024 Operating Margin (%)
Slide 130: Shareholder Nominees Will Bring Accountability and Oversight to Unlock Value
Slide 131: ••••
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Slide 133: Strategic Review Process Steps
Slide 134: ••••
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Slide 135: •••••
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Slide 139: Product Portfolio Review
Bridge Stork Baby Monitor Hearing Aids Centroid Malaria Monitoring Uniview Freedom Watch Partial Pressure Oxygen softFlow High Flow Therapy Replica Radius T B1 Band NomoLine Hemodynamic Monitoring Hospital Automation Masimo Sleep Headphones Pneumonia Screening SedLine Brain Function O3 Regional Oxim
Slide 140: Focused Product Portfolio Can Grow 8-10%
Slide 141: •••
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Slide 142: ••
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Slide 143: •••••••
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Slide 144: Opportunity to Expand Gross Margin to 70%
Slide 145: •••
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Slide 146: SG&A as Percent of Sales
22% 23% 24% 25% 26% 27% 28% 29% 30% 2024 Guidance Company Goal Target SG&A As Percent of Sales •• –
Slide 147: Potential EBIT Margin of 35%+
20% 25% 30% 35% 40% 2024 EBIT Margin Gross Margin R&D SG&A EBIT Margin Potential EBIT Margin Starting from a depressed margin with so many levers, means that… …results in 35+% EBIT margin with many pathways to achieve …eliminating corporate excess… …prioritizing R&D initiatives to reach 8% or less t
Slide 148: ••••••
••••••
Slide 149: Resulting in a New Cycle of Value Creation
Slide 150: Appendix
Slide 151: Appendix
Slide 152: YoY Sales Growth and 2023 AGM Votes
(40%) (20%) 0% 20% 40% 1Q07 4Q07 3Q08 2Q09 1Q10 4Q10 3Q11 2Q12 1Q13 4Q13 3Q14 2Q15 1Q16 4Q16 3Q17 2Q18 1Q19 4Q19 3Q20 2Q21 1Q22 4Q22 3Q23 YoY Sales Growth (%) 10 15 20 25 30 35 40 Mr. Cohen Ms. Shimer Mr. Koffey Ms. Brennan 2023 AGM Votes (M) 3x
Slide 153: Board Onboarding and Information Gathering Timeline (Cont'd)
Slide 154: Board Onboarding and Information Gathering Timeline (Cont'd)
Slide 155: Board Onboarding and Information Gathering Timeline (Cont'd)
Slide 156: Appendix
Slide 157: 2023 AGM Votes
10 15 20 25 30 35 40 Mr. Cohen Ms. Shimer Mr. Koffey Ms. Brennan 2023 AGM Votes (M) 3x
Slide 158: Transaction Timeline (Cont'd)
Slide 159: $115 $120 $125 $130 $135 $140 May-24 May-24 May-24 May-24 May-24 (15%)
$115 $120 $125 $130 $135 $140 May-24 May-24 May-24 May-24 May-24 (15%)
Slide 160: Appendix
Slide 161: Settlement Discussions Timeline: Rejection of Politan's Proposals
Slide 162: Cautionary Statement Regarding Forward-Looking Statements
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “ma