Masimo Corporation · NASDAQ:MASI

Masimo — Proxy Contest (May 2023)

39 slides from Masimo's proxy contest presentation, May 31, 2023

  1. Slide 1: Additional Information Regarding the Annual Meeting of Stockholders

    Additional Information Regarding The Annual Meeting of Stockholders Currently Expected to Be Held on June 26, 2023 and Where to Find It Masimo has filed a definitive proxy statement containing a form of WHITE proxy card with the SEC in connection with its solicitation of proxies for its 2023 Annual

  2. Slide 2: Successfully Executing Strategies to Drive Long-Term Value for All Stockholders

    O Masino Successfully Executing Strategies es 7 74 to Drive Long-Term Value for All Stockholders May 2023

  3. Slide 3: Disclaimer

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

  4. Slide 4: Table of Contents

    Table of Contents Executive Summary Building the Right Strategy for the Future Strong Track Record of Delivering Shareholder Value 1 Commitment to Our Shareholders Our Experience with Politan and Views on Its Nominees Concluding Remarks oe) w N —) N

  5. Slide 5: Executive Summary

    O Masino Executive Summary

  6. Slide 6: Masimo Has and Continues to Deliver Outsized Returns for Investors

    Masimo Has and Continues to Deliver Outsized Returns for Investors Strong Track Record of Execution Provides Visibility to Future erformance Governance Changes in Response to Robust Investor Engagement by the Board Since its 2007 IPO, Masimo’s stock delivered a >1,000% return, >2x Nasdaq Composite I

  7. Slide 7: Politan Is Either Purposely Misleading or Fundamentally Ignorant of Masimo's Business

    Politan Is Either Purposely Misleading or Fundamentally Ignorant of Masimo’s Business and Appears to Be Pursuing a Short- Term Agenda Quentin Koffey is Not Additive & If Elected to the Board Will Likely be Value Destructive To Shareholders Despite months of engagement and our offers to collaborate o

  8. Slide 8: Building the Right Strategy for the Future

    O Masino Building the Right Strategy for the Future

  9. Slide 9: Masimo at a Glance

    Masimo ata Glance + Global technology company dedicated to improving lives with three operating segments: Healthcare, Consumer Health & Non-Healthcare J $171B+ J 852% — Healthcare segment offers revolutionary SET Pulse Oximeters and innovative rainbow measurements, as well Total Market Opportunity 1

  10. Slide 10: Masimo has significantly outperformed its long-range revenue growth target

    Masimo has significantly outperformed its long-range revenue growth target of 8 to 10%, which included above-market growth targets for each of its major product categories (SET®, rainbow®, Hospital Automation and Other Parameters). Every major product category exceeded its growth target (). =SET@ —

  11. Slide 11: Our Strategy & Innovation has Enabled Meaningful Expansion into Massive New Markets

    Our Strategy & Innovation has Enabled Meaningful Expansion into Massive New Markets & Enhanced Our Pulse Oximetry Position OMasino Total Market Opportunity (S in Billions) $171B+ SET is a platform technology with multiple ‘components that apply to many of the other markets we have targeted through o

  12. Slide 12: Masimo Standalone vs. Masimo + Sound United

    Masimo Standalone Masimo + Sound United Consumer Channel & Infrastructure Consumer Brand imer brand heritage mer brand recognition Known for premium & luxury brani No hearables in the market today Hearse = CEE! Developing hearables with Adaptive Acoustic ($85B+)" Technology (AAT™) Headphones & earbu

  13. Slide 13: Increased Clarity Around Consumer Strategy Has Elevated Masimo's TSR

    Increased Clarity Around Consumer Strategy Has Elevated Masimo’s TSR... OMasino TSR - Between December 2022 Investor Day and Politan Proxy Filing TSR - From 05/01/2023 to 05/22/2023 4% (14%) Masimo 1% (2%) (1%) 32% NASDAQ Composite Medical Devices Index Sap 500 High-Growth MedTech Medan” AIITSR info

  14. Slide 14: ...And Has Returned Masimo to Historical Valuation Levels

    ...And Had Returned Masimo to Historical Valuation Levels OMasino AV/NTM EBITDA 8/16/2022: 12/12/2022: 5/2/2023: aa Politan First Nasimo Politan Files Disclosed Stake investor 144 Nominating inMasimo = Day 2 Directors {24.8% +2.0% Re 19.2x (0.7%) 10.0% H —asimo ~—— Medical Device index"? i 00x ——— ‘

  15. Slide 15: Masimo is Comparable to Scaled, Profitable High Growth MedTech

    Masimo is Comparable to Scaled, Profitable High Growth MedTech 6 Masino and Not Startups with Very Low Unprofitable Revenues Reasons for Inclusionand Exclusion) Peer Indices Criteria: Broad-based indices with exposure to both macroand sector-specific marketmovements (S&P 500, NASDAQ ‘+ S8P-500: comm

  16. Slide 16: Analysts Remain Excited About the Masimo Story

    Analysts Remain Excited About the Masimo Story Continued Outperformance and Prombing OulGok Sound United Acquisition Strategy is Resonating “Masimo's solid 123 results, continued hospital contracting wins, and ‘multiple compelling 2023 product launches on tap, all further reinforced our positive vie

  17. Slide 17: Strong Track Record of Delivering Shareholder Value

    O Masino Strong Track Record of Delivering Shareholder Value

  18. Slide 18: Masimo Has Delivered Total Shareholder Return Among the Best

    Masimo Has Delivered Total Shareholder Return Among the Best cag lass OMasino 131% 862% Biss 106% 85% 71% 73% 396% 311% 219% Masimo SaP 500 NASDAQ — Medical Devices High-Growth Masimo SaP 500 NASDAQ — Medical Devices High-Growth Composte Index” MedTech Median” Composite Index” MedTech Median TSR — S

  19. Slide 19: Masimo has Consistently Exceeded Analyst Expectations

    Masimo has Consistently Exceeded Analyst Expectations Over the Last 6 Years § Masino Joe Kiani and the management team have delivered on their promises # of Beatsvs. Analyst Expectations Over Last25 Quarters % Beat Miss vs Consensus a 28 Performance vs. Consensus” Quarter Revenue EPS 19 ” Q1 2017 Be

  20. Slide 20: History of Outperforming Long-Term Targets

    History of Outperforming L Historical Targets vs. Actual Performance 2 eee Actual Performance vs Long-Term Targets Presented at 2017 Investor Day ee ong Lenn tar gore 2017A-2021A 2017A — 20214 2017A — 2021A 7 se 9% Revenue CAGR: Oper. Margin Expansion EPS CAGR ‘0 oy) ee) i Consolidated Revenue Growt

  21. Slide 21: Masimo Has Been Prudent on Capital Allocation

    Masimo Has Been Prudent on Capital Allocation ROIC Outpaces Industry Index')(2) R&D Spendin Line with Industry Index Masimo vs. Peers: @Q @ + tasimo Ovipertormed Peers 10-Year ROIC (D * tasimo Outpertormed Peers’ Sear ROIC 10.1% ROIC expectedto } retum to historical | levels over Masimo's | Long-Ran

  22. Slide 22: Commitment to Our Shareholders

    O Masino Commitment to Our Shareholders

  23. Slide 23: Directors possess the expertise, skills, experience and perspectives needed

    Directors possess the expertise, skills, experience and perspectives needed to facilitate oversight and strategic direction | H Michael Cohen -Lead eo | Independent Director | Director since 2018 Joe Kiani- Chairman and CEO Director since 1989 + Founder and CEO of Masimo * Chairman and CEO of Cercac

  24. Slide 24: Our Refreshed Corporate Governance Demonstrates Our Commitment to Acting on Shareholder Feedback

    Our Refreshed Corporate Governance Demonstrates Our Commitment to Acting on Shareholder Feedback § Masino Since our 2022 annual meeting, our Chairman & three of our independent directors engaged with stockholders representing more than 50% of shares outstanding, culminating in significant changes to

  25. Slide 25: Our Key Corporate Governance Policies

    Our Key Corporate Governance Policies The corporate governance policies we've adopted are reflective of shareholder feedback Board Independence and Structure Board Effec ¥ Commitment to Board refreshment with two new independent | directors since 2018 and announced plans to expand the Board | to add

  26. Slide 26: Our Board is comprised of individuals with expertise aligned with Masimo's business

    Our Board is comprised ofindividuals with expertise in fields that align with Masimo’s business and long-term strategy, and reflects a blend of tenure that allows for both new perspectives and continuity After receiving feedback from our shareholders, our Nominating, Compliance and Corporate Governa

  27. Slide 27: We have enhanced our executive compensation program

    We have enhanced our executive compensation program to better align with stockholder returns Enhancements to Compensation Plan in Response to Extensive Outreach Efforts Key Investor Feedback Consider adding a relative TSR metricto the long-term incentive award Consider movingto three-year cumulative

  28. Slide 28: The Facts of Our CEO Employment Agreement

    The Facts of Our CEO Employment Agreement + Mr. Kiani’s November 2015 Agreement should be considered in context. As the founder of the Company, Mr. Kiani’s prior employment agreements beginning in 1994 (5 years after starting Masimo and when investors went over 50% ownership) with the Company entitl

  29. Slide 29: Politan's Misleading Complaint Regarding the CEO Employment Agreement

    Politan’s Misleading Complaint Regarding the CEO Employment Agreement In October 2022, Politan demanded the Board rescind or disable the director change-in-control provision in the CEO Employee agreement, despite the fact that: (1) The amended agreement was entered into and fully disclosed in 2015 a

  30. Slide 30: Our Experience with Politan and Views on Its Nominees

    O Masino Our Experience with Politan and Views on Its Nominees

  31. Slide 31: Our Independent Director Nominees Have Highly Relevant Qualifications

    Our Independent Director Nominees Have Highly Relevant Qualifications; By Contrast, Mr. Koffey is Woefully Unqualified § Masimo Masimo Nominees Julie Shimer, Ph.D. H Michael Cohen | Michelle Brennan _| Quentin Koffey Tareholdre approvethe expansion Ar Koffey acs new Tenure: Tenure ine Boar wel dtret

  32. Slide 32: Politan Has Shown No Interest in a Constructive Partnership

    Politan Has Shown No Interest in a Constructive Partnership and Has Demonstrated a Poor Understanding of Our Business OMasimo + Despite its stated interest in Masimo, Politan has repeatedly refused to engage with management to learn more about the Company and its business strategies — Unlike most ac

  33. Slide 33: Politan Has Shown No Interest in a Constructive Partnership (cont'd)

    Politan Has Shown No Interest in a Constructive Partnership and ry Has Demonstrated a Poor Understanding of Our Business (cont’d) Vv Masimo + Despite the lack of any business ideas from Politan prior to launching its proxy contest, we gave Mr. Koffey multiple opportunities to work with us in identif

  34. Slide 34: Politan Is Short-Term Focused and Concealing Its True Agenda

    Politan Is Short-Term Focused and Concealing Its True Agenda § Masimo Politan’s lack of ideas prior to launching a public proxy contestand unwillingness to cooperate when invited to do so clearly demonstrate that its focus is on getting Mr. Koffey his first public Board seat and his short-term agend

  35. Slide 35: Joe Kiani Has Been Instrumental Since Inception

    Joe Kiani Has Been Instrumental Since Inception Total Revenue sum) 1991: Original SET pulse oximeter Design 2017: d.97 Pulser and 2023: Stork ‘Nomotine Bor Sty mostra yp estima fad: Congsttrn = Gly Cinrasnenyer a8 oc (> Neowatne-No ite sane Wt: Combines heath data in the formofs wearable device 2007

  36. Slide 36: Joe Kiani Remains Critical to Masimo's Continued Long Term Success

    nd Remains Critical to Masimo’s Continued Long Term S ccessd Masimo Instrumental to Selling & Executing Masimo’s Vision Patient Safety Thought Leader Importance to Market-Leading Positioning + Email correspondence among Apple executives referred to Kiani as “the Steve Jobs” of the MedTech space mA =

  37. Slide 37: Concluding Remarks

    O Masino Concluding Remarks

  38. Slide 38: Masimo Has and Continues to Deliver Outsized Returns for Investors

    Masimo Has and Continues to Deliver Outsized Returns for Investors Strong Track Record of Execution Provides Visibility to Future erformance Governance Changes in Response to Robust Investor Engagement by the Board Since its 2007 IPO, Masimo’s stock delivered a >1,000% return, >2x Nasdaq Composite I

  39. Slide 39: Forward-Looking Statements

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

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