Catherine Szyman
MASIMOAbout Catherine Szyman
Catherine “Katie” Szyman, 58, became Masimo’s Chief Executive Officer and a Class II director effective February 12, 2025; she holds a B.A. in Accounting & International Business from the University of St. Thomas and an M.B.A. from Harvard Business School . She brings 35+ years in medtech leadership at BD/Edwards Lifesciences (advanced/critical care monitoring) and Medtronic, with a track record of accelerating growth and bringing innovations to market, including FDA-cleared AI in patient monitoring . Entering 2025, Masimo’s 2024 baseline included $2.094B consolidated revenue (+2% reported), $1.395B healthcare revenue (+9% reported/+10% cc), non-healthcare $699M (-10% reported), Non‑GAAP EPS $4.40 (+16% YoY), and $196M operating cash flow (+109% YoY), with GAAP loss per share reflecting a Sound United impairment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BD (Becton, Dickinson and Company) | Worldwide President, Advanced Patient Monitoring | 2024–2025 | Led APM following Edwards acquisition; deep category expertise in patient monitoring . |
| Edwards Lifesciences | Corporate VP & GM, Critical Care | 2015–2024 | Accelerated growth; pioneered first FDA-cleared AI in patient monitoring; expanded into adjacencies . |
| Medtronic | Senior leadership incl. President, Diabetes; President, Endovascular; strategy/BD/finance | 1991–2015 | Global P&L and functional leadership across multiple businesses and geographies . |
External Roles
| Organization | Role | Years | Notes / Committees |
|---|---|---|---|
| Inari Medical (NASDAQ: NARI) | Director | 2019–Present | Listed external public directorship; offer letter allows service; includes compensation committee role per exhibit . |
| Outset Medical (NASDAQ: OM) | Director | 2021–2024 | Prior public directorship . |
| Edwards Lifesciences Foundation; Opus School of Business (Univ. of St. Thomas) | Board roles (prior) | n/a | Cited in appointment materials . |
| JSerra Catholic High School | Director | n/a | Listed in offer letter Exhibit A . |
Fixed Compensation
| Element | 2025 Terms |
|---|---|
| Base Salary | $1,000,000 . |
| Target Annual Bonus | 100% of base salary (max 200%) . |
| Target LTI Opportunity | $7,000,000 (60% PSUs, 20% options, 20% RSUs) . |
| Director Fees | None (no separate pay for service as director) . |
Performance Compensation
- Annual cash incentive metrics (2025):
| Metric | Weight | Threshold | Target | Maximum | Payout at Threshold/Target/Max |
|---|---|---|---|---|---|
| Adjusted Revenue | 50% | 95% | 100% | 105% | 50% / 100% / 200% . |
| Adjusted Non‑GAAP EPS | 40% | 90% | 100% | 110% | 50% / 100% / 200% . |
| Adjusted True Incremental Contract Value | 10% | 90% | 100% | 110% | 50% / 100% / 200% . |
- Long-term incentives (2025 program design and vesting):
| Award Type | Mix | Performance / Vesting |
|---|---|---|
| PSUs | 60% | Three-year cliff; metrics: 60% Three‑Year Cumulative Adjusted Revenue (93%/100%/107% → 50%/100%/200%), 40% Three‑Year Cumulative Adjusted Non‑GAAP Operating Income (90%/100%/110% → 50%/100%/200%); Relative TSR modifier vs S&P Healthcare Equipment Select Index at 0.75x/1.0x/1.25x (50th percentile = 1.0x), total capped at 250% . |
| Stock Options | 20% | Five-year ratable vesting (20%/yr) . |
| RSUs | 20% | Four-year ratable vesting . |
- One-time new-hire buy-out equity:
- ~$6M RSUs vesting 1/3 on each of the 1st, 2nd, 3rd anniversaries of Feb 12, 2025 grant date; ~$4M PSUs vest per 2025 PSU terms (in addition to regular LTI) .
Equity Ownership & Alignment
| Topic | Status / Detail |
|---|---|
| Beneficial Ownership | 0 shares beneficially owned as of March 3, 2025; <1% of outstanding . |
| Stock Ownership Guidelines | CEO required to hold 6x salary; grace period through 2031 given 2025 appointment . |
| Hedging / Pledging | Hedging prohibited; pledging requires pre‑approval and demonstrable repayment capacity . |
| Clawback | Nasdaq-compliant incentive compensation recovery policy tied to restatements (cash and equity, vested/unvested) . |
Implication: near-term insider selling pressure likely centers on buy-out RSU tranches vesting Feb 12, 2026/2027/2028; Masimo’s no-hedging and restricted pledging policies mitigate misalignment risk .
Employment Terms
| Term | Key Provisions |
|---|---|
| Start / Role | Appointed CEO and director Jan 21, 2025 (effective Feb 12, 2025); Class II director . |
| At‑Will; Notice | Employment is at‑will; voluntary resignation requires 60 days’ notice . |
| Non‑Solicit / Confidentiality | Perpetual confidentiality; non‑solicit of employees/consultants for 2 years post‑termination (Masimo Employee Confidentiality Agreement) . |
| Severance (non‑CIC) | 1.5x (salary + target bonus) paid over 18 months; prorated actual bonus; up to 18 months COBRA cash; 90‑day post‑termination option exercise; acceleration of buy‑out RSUs and buy‑out PSUs at target; forfeiture of other unvested equity . |
| Severance (CIC double‑trigger, ≤2 yrs post‑CIC) | 3x (salary + target bonus) lump sum; prorated target bonus; COBRA cash; 90‑day option exercise; 100% acceleration of all unvested equity (PSUs per award terms) . |
| Death/Disability | Prorated actual bonus; 90‑day option exercise; acceleration of buy‑out RSUs . |
| 280G Treatment | Best‑net‑benefit approach with potential cutback to avoid excise tax; ordering rules specified . |
| Retirement Policy Note | If a PSU retirement policy is later adopted, it will be no worse than age 60 with 5+ years of service for Szyman . |
| Severance Plan Participation | CEO is excluded from the 2007 Severance Protection Plan; covered by offer letter terms . |
Board Governance and Director Service
- Role/independence: CEO and director (not independent); no committee assignments .
- Board leadership/independence: Independent Chairman (Michelle Brennan) and independent Vice‑Chairman (Quentin Koffey); CEO and Chair roles are separated .
- Declassification underway; all directors elected annually starting 2026 .
- Board/committee structure and memberships summarized in the proxy; Masimo held 11 board meetings in 2024 with 100% attendance by serving directors (before Szyman joined) .
- Director compensation: as CEO, Szyman receives no additional compensation for board service .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 56% (2023) and 64% (2024); program changes in 2024–2025 reflect investor feedback (e.g., three‑year cumulative PSU metrics; TSR modifier; rigorous targets at high end of guidance) .
- Board/compensation responsiveness includes 2025 adoption of dual financial PSU metrics with relative TSR modifier and rebalancing LTI mix; ongoing investor engagement highlighted .
Compensation Peer Group and Consultant
- 2024 peer group includes Align Technology, Dexcom, Hologic, Insulet, Teleflex, ResMed, Bausch + Lomb, CONMED, Integer, Merit Medical, Penumbra, and others; designed around medtech revenue/market cap comparables .
- Compensation advisor: FW Cook engaged in late 2024 for 2025 program design and CEO pay benchmarking; prior advisor Compensia supported 2024 program .
Related Party Transactions / Red Flags
- Appointment 8‑K states no related‑party transactions subject to Item 404(a) with Szyman .
- Policies: no tax gross‑ups, no option repricing, robust clawback, hedging prohibited, pledging restricted .
Performance & Track Record
- At Edwards, Szyman accelerated Critical Care growth and implemented AI-driven decision‑support solutions; board cited her record as key to the CEO selection .
- 2024 operating backdrop featured strong healthcare momentum and cost actions; management targets improving earnings/cash flow in 2025+ .
Investment Implications
- Pay-for-performance alignment improved: three‑year cumulative PSUs with an external TSR modifier and high‑rigor annual/long‑term targets reduce discretion and link outcomes to growth and profitability .
- Retention mechanics: meaningful buy‑out equity (RSUs/PSUs) with multi‑year vesting and robust double‑trigger CIC protection lower near‑term flight risk, though vesting tranches (starting Feb 2026) can create episodic sell windows; hedging is barred and pledging tightly controlled .
- Ownership alignment: CEO guideline of 6x salary with a 2031 deadline and no current beneficial ownership (as of Mar 3, 2025) put focus on accumulating and holding shares over the next 6 years .
- Governance: separation of CEO/Chair and strong independent leadership, plus declassification by 2026, should support governance quality and reduce dual‑role concerns .
- Execution risk: near‑term results will be judged on healthcare growth durability, margin expansion, and capital allocation (including Sound United separation progress), with 2025 bonus metrics tightly tied to revenue, EPS, and contract value .