Blair Tripodi
MASIMOAbout Blair Tripodi
Blair Tripodi, age 51, is Chief Operating Officer, Consumer Division at Masimo, a role he has held since September 16, 2022 following Masimo’s acquisition of Sound United; he holds a B.A. in Psychology from the University of Western Ontario . His pay-for-performance framework in 2024 tied the annual bonus to Non-Healthcare Adjusted Revenue and Non-GAAP Operating Income, and his long-term incentives to three-year Adjusted Non-GAAP Operating Income and Relative TSR; the Compensation Committee exercised discretion to pay 50% of target bonus given strong Q4 Consumer performance despite a 0% payout based on pre-set metrics . For 2025, Masimo refined PSU metrics to three-year cumulative Adjusted Revenue (60%) and Adjusted Non-GAAP Operating Income (40%) with a Relative TSR modifier vs. S&P Healthcare Equipment Select Index constituents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Masimo (Consumer Division) | Chief Operating Officer | Since Sep 16, 2022 | Leads Consumer sales, product, marketing, and commercial operations . |
| DEI Holdings / Sound United | Chief Commercial Officer | Sep 2015–2022 | Senior commercial leadership at Sound United (predecessor to Masimo Consumer) . |
| DEI Holdings / Sound United | Chief Marketing Officer; SVP, International | Jan 2013–Sep 2015 | Global marketing and international commercialization leadership . |
| Under Armour (EMEA) | Managing Director | Not disclosed | One of the first executives on the ground to help launch UA’s EMEA business . |
| U.S. Olympic Committee | Director, Brand & Business Development | Not disclosed | Brand and business development leadership . |
| Nike, Inc. | Various roles | Not disclosed | Marketing and commercial roles at a global consumer brand . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (set) ($) | 550,000 | 569,800 (+3.6%) |
| Salary Paid per SCT ($) | — | 574,285 |
| Target Annual Bonus (% of Salary) | — | 100% of base salary |
| Actual Bonus Paid ($) | — | 285,000 |
| All Other Compensation ($) | — | 22,418 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Target | Actual | Payout vs. Metric | Committee Adjustment | Final Bonus |
|---|---|---|---|---|---|---|
| Adjusted Revenue (Non-Healthcare) ($mm) | 50% | 877.5 | 702.3 | 0% (below threshold) | — | — |
| Adjusted Non-GAAP Operating Income (Non-Healthcare) ($mm) | 50% | 54.4 | 25.0 | 0% (below threshold) | Committee paid 50% of target due to strong Q4 Consumer performance | $285,000 |
Notes:
- Target cash bonus was set at 100% of base salary ($569,800); payout would have been 0% based on pre-set metrics, but the Compensation Committee approved a 50% payout for Mr. Tripodi .
Long-Term Incentives (LTI)
| Grant Date | Instrument | Shares/Units | Exercise Price | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| Mar 1, 2024 | Stock Options | 9,127 | 126.49 | 543,991 | 20% annually over 5 years; 10-year term |
| Mar 1, 2024 | PSUs (2024–2026 cycle) | 12,902 (target) | — | 1,631,973 | 3-year performance; 50% Three-Year Cumulative Adjusted Non-GAAP Operating Income; 50% Relative TSR vs Nasdaq Composite (2024 PSU design) |
| Mar 1, 2024 | RSUs (retention) | 30,000 | — | 5,129,100 | 50% vests Mar 1, 2025; 50% vests Mar 1, 2026 |
| Mar 3, 2023 | PSUs (2023–2025 cycle) | 8,587 (target) | — | — | 3-year performance; footnote detail per PSU program |
| Mar 3, 2023 | Stock Options | 1,344 (exercisable); 5,377 (unexercisable) | 182.43 | — | 20% annually over 5 years; 10-year term |
| Apr 11, 2022 | PSUs (Sound United merger) | 8,633 (target) | — | — | Vests on 3rd anniversary subject to performance |
| Apr 11, 2022 | RSUs (Sound United merger) | 2,576 | — | — | 20% annually over 5 years |
Program design notes:
- Regular 2024 LTI mix for NEOs (ex-CEO): 75% PSUs, 25% stock options; additional retention RSUs (not part of regular mix) were granted to non-CEO NEOs given heightened demands (litigation, governance), and because the regular program was more at-risk than typical market practice .
- 2024 PSU performance metrics: 50% Three-Year Cumulative Adjusted Non-GAAP Operating Income and 50% Three-Year Relative TSR; if absolute TSR is negative, PSU funding is capped at 100% .
- 2025 PSU design shifts to three-year cumulative Adjusted Revenue (60%) and Adjusted Non-GAAP Operating Income (40%), with a Relative TSR modifier vs S&P Healthcare Equipment Select Index (0.75x–1.25x) .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Blair Tripodi | 11,301 | * (less than 1%) |
Reference base for % of class: 54,132,438 shares outstanding as of March 3, 2025 (SEC methodology includes awards exercisable/vestable within 60 days) .
Outstanding Equity (as of Dec 28, 2024)
| Grant Date | Type | Status at FY-end | Units/Shares | Market/Payout Value ($) | Key Terms |
|---|---|---|---|---|---|
| Mar 1, 2024 | RSUs | Unvested | 30,000 | 5,129,100 (at $170.97) | 50% vests Mar 1, 2025; 50% vests Mar 1, 2026 |
| Mar 1, 2024 | PSUs | Target (unearned) | 12,902 | 2,205,855 | 3-year performance period |
| Mar 1, 2024 | Stock Options | Unexercisable | 9,127; $126.49 strike; exp. 3/1/2034 | — | 20% per year over 5 years |
| Mar 3, 2023 | PSUs | Target (unearned) | 8,587 | 1,468,119 | 3-year performance period |
| Mar 3, 2023 | Stock Options | 1,344 exercisable; 5,377 unexercisable; $182.43 strike; exp. 3/3/2033 | — | — | 20% per year over 5 years |
| Apr 11, 2022 | PSUs | Target (unearned) | 8,633 | 1,475,984 | 3-year performance period |
| Apr 11, 2022 | RSUs | Unvested | 2,576 | 440,419 | 20% per year over 5 years |
Stock ownership and trading policies:
- Executive stock ownership guidelines: CEO 6x salary; other executive officers 1x salary; NEOs are in compliance (or within grace period for newly appointed CEO) .
- Hedging prohibited; pledging restricted and requires pre-clearance with demonstrated repayment capacity without resort to pledged shares .
Employment Terms
- Appointment and start: Appointed COO, Consumer Division effective September 16, 2022; no related party relationships disclosed .
- Offer letter (April 1, 2022, in connection with Sound United closing): retention bonus $225,000 (paid if employed through first anniversary of closing); bonus/commission opportunities substantially comparable to pre-closing for at least 12 months .
- Severance protection plan: Limited participation agreement (Sept 16, 2022) granting 50% acceleration of unvested equity upon a change in control combined with termination per plan terms; eligible for full participation after three years; six-month notice required for voluntary resignation; 280G cutback provision applies .
- Proprietary information/inventions agreement in place, consistent with other NEOs .
Change-in-control and termination economics (as of Dec 28, 2024):
| Scenario | Equity Shares Accelerated | Equity Value ($) | Cash Payments ($) | Continuation of Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause (outside CIC) | 30,000 | 5,129,100 | 569,800 | 26,159 | 5,725,059 |
| CIC + Qualifying Termination (Double Trigger) | 71,825 | 11,125,446 | 1,234,600 | 26,711 | 12,386,757 |
| CIC without Termination (Single Trigger) | 35,913 | 5,562,723 | 0 | 0 | 5,562,723 |
Policy governance notes:
- For new hires starting in 2025, the company disallows single-trigger vesting on change-in-control; maintains clawback policy; no tax gross-ups; no option repricing .
Investment Implications
- Alignment and retention: Significant at-risk mix with multi-year PSU performance and 5-year option vesting supports long-term alignment; 2024 retention RSUs (30,000 units for Tripodi) were additive to the regular PSU/option mix to stabilize leadership through heightened governance and litigation demands .
- Near-term supply watch: 15,000 RSUs vested on Mar 1, 2025 and another 15,000 are scheduled for Mar 1, 2026, which are notable liquidity events to monitor for potential Form 4 selling activity .
- Pay-for-performance rigor vs. discretion: 2024 bonus metrics would have yielded 0% payout for Tripodi, but the committee granted a 50% payout for strong Q4 Consumer performance; continued scrutiny of discretionary outcomes is warranted amid evolving compensation governance and improving say‑on‑pay (56% in 2023; 64% in 2024) .
- CIC risk and governance: Tripodi’s legacy plan includes single-trigger 50% equity acceleration upon CIC without termination; while Masimo tightened CIC provisions for new hires in 2025, the existing single-trigger feature remains a governance watchpoint for current participants .
- Ownership and policy safeguards: Beneficial ownership is modest at 11,301 shares (<1%); however, Masimo’s ownership guidelines, hedging ban, and restricted pledging policy mitigate misalignment risks .
Sources
- 2025 Proxy Statement (DEF 14A), filed March 26, 2025 .
- 8‑K (Appointment of COO, Consumer Division; Offer Letter; Severance Plan Participation Agreement), filed September 19, 2022 .