Darlene Solomon
MASIMOAbout Darlene Solomon
Dr. Darlene Solomon is an independent director at Masimo, elected to the Board in September 2024; she serves as Chair of the Compensation Committee and as a member of the Nominating, Compliance & Corporate Governance and Business Risk & Review Committees . She is 66 years old as of March 26, 2025, and brings deep technology and R&D leadership experience, having served as Senior Vice President and Chief Technology Officer at Agilent Technologies from 2006 to July 2023 . Dr. Solomon earned a B.A. in Chemistry from Stanford University and a Ph.D. in Inorganic Chemistry from MIT, and is a member of the National Academy of Engineering, underscoring strong technical credentials relevant to MedTech oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | Senior Vice President & Chief Technology Officer | 2006 – July 2023 | Led R&D strategy and commercialization of technology innovations at a global life sciences/diagnostics leader . |
| Agilent Technologies, Inc. | Vice President, Agilent Laboratories | 2003 – 2006 | Leadership of Agilent Labs; oversight of research portfolio development . |
| Agilent Technologies, Inc. | Director, Life Sciences Technologies Laboratory; Senior Director, R&D/Technology (Life Sciences & Chemical Analysis) | Joined 1999 (roles prior to 2003) | Brought operational R&D insight to product development and strategy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Materion Corporation | Director | 2011 – present | Current public company board service . |
| Novanta Inc. | Director | 2022 – present | Current public company board service . |
Board Governance
- Committee assignments (following the Annual Meeting): Compensation (Chair), Nominating, Compliance & Corporate Governance (Member), Business Risk & Review (Member); status: Independent director per Nasdaq Listing Rule 5605(a)(2) .
- Board declassification underway; full annual elections targeted for 2026—context for heightened accountability in her oversight role .
- Board meetings and engagement: In FY2024, the Board met 11 times; no director attended fewer than 75% of applicable Board/committee meetings; independent directors meet in executive sessions consistent with Nasdaq standards .
- Post-CEO transition leadership structure features an independent Chairman and independent Vice-Chairman; with this structure, the Lead Independent Director role is currently vacant, facilitating independent oversight through these roles .
| Committee (FY2024) | Role | Meetings | Attendance |
|---|---|---|---|
| Compensation | Chair (since Sept 2024) | 4 | 100% . |
| Nominating, Compliance & Corporate Governance | Member | 5 | 100% . |
| Business Risk & Review | Member | 7 | 100% . |
- The Compensation Committee retains FW Cook as its independent advisor; FW Cook provides no other services to Masimo, reducing advisor conflicts risk .
- Compensation Committee Interlocks: None reported for 2024, mitigating interlock risk as she leads the committee .
Fixed Compensation
- Non-Employee Director Compensation Policy (FY2024):
| Item | Annual Amount |
|---|---|
| Board annual cash retainer | $70,000 . |
| Committee membership retainers: Audit | $12,500 . |
| Committee membership retainers: Compensation | $10,000 . |
| Committee membership retainers: Nominating, Compliance & Corporate Governance | $5,000 . |
| Special Committee | $15,000 . |
| Committee Chair retainers: Audit Chair | $25,000 . |
| Committee Chair retainers: Compensation Chair | $20,000 . |
| Committee Chair retainers: Nominating Chair | $15,000 . |
| Business Risk & Review Committee | $0 (non-compensated role) . |
- Dr. Solomon – FY2024 actual director compensation:
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $26,017 . |
| Stock awards (RSUs; grant-date fair value) | $199,997 . |
| Option awards | $0 . |
| All other compensation | $0 . |
| Total | $226,014 . |
- RSU program structure for directors: $200,000 grant value annually on the annual meeting date, vesting on the earlier of first anniversary or next annual meeting; full vest upon a change-in-control .
Performance Compensation
- Directors receive time-vested RSUs; there are no performance-conditioned equity awards disclosed for directors .
- As Compensation Committee Chair, Dr. Solomon oversees the executive incentive architecture; key enhancements and rigor signals:
| Plan/Metrics | FY2024 Design | FY2025 Design |
|---|---|---|
| LTI – PSU metrics and weighting | 3-year cumulative Non-GAAP Operating Income (50%); Relative TSR vs Nasdaq Composite (50%); capped at 100% if absolute TSR is negative . | Three-Year Cumulative Adjusted Revenue (60%); Three-Year Cumulative Adjusted Non-GAAP Operating Income (40%); Relative TSR Modifier 0.75x–1.25x vs S&P Healthcare Equipment Select Index (1.0x at 50th percentile) . |
| Annual cash incentive | Targets set at high end of guidance; measures included healthcare revenue and Non-GAAP EPS . | Targets set at/above high end of guidance; adds Adjusted True Incremental Contract Value to drive healthcare contract growth/renewals . |
- Committee oversight notes: Full independence, quarterly cadence with 100% attendance in FY2024, and use of a single independent advisor (FW Cook) support governance quality in executive pay-setting .
Other Directorships & Interlocks
| Company | Role | Committee roles (if disclosed) | Notes |
|---|---|---|---|
| Materion Corporation | Director | Not disclosed here | Current external public board . |
| Novanta Inc. | Director | Not disclosed here | Current external public board . |
- Compensation Committee interlocks for Masimo in 2024: None reported, limiting interlock concerns while Dr. Solomon serves as Compensation Committee Chair .
Expertise & Qualifications
- Education and professional recognition: B.A. Chemistry (Stanford); Ph.D. Inorganic Chemistry (MIT); National Academy of Engineering member—strong scientific and innovation governance profile .
- Skills matrix coverage: Governance; Technology & Innovation; Healthcare industry; M&A; Public company executive leadership; ESG—aligned with Board priorities for strategy and oversight .
Equity Ownership
- Beneficial ownership: As of March 3, 2025, Dr. Solomon beneficially owned 0 shares (under SEC rules including only shares and awards exercisable/vesting within 60 days) .
- RSU holdings status: As of December 28, 2024, each then-serving non-employee director generally held RSUs for 1,790 shares, with exceptions listed (Dr. Solomon not listed as an exception), indicating an RSU position consistent with the standard grant .
- Director stock ownership guideline: Effective Feb 2025, guideline is 5x the Board cash retainer ($350,000), replacing the prior $250,000 threshold; as of March 1, 2025, all non-employee directors were reported in compliance (policy counts certain unvested RSUs/phantom stock toward compliance) .
- Hedging/pledging: Hedging prohibited; pledging discouraged and requires pre-approval with evidence of ability to repay without resort to pledged shares .
Governance Assessment
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Strengths and positive signals
- Independent director; Chair of Compensation Committee; member of key governance and risk committees—positions her to influence pay rigor, CEO succession, compliance, and strategic risk reviews .
- Committee effectiveness: 100% attendance on Compensation, Nominating, and Business Risk & Review in FY2024; Board met 11 times with no director below 75% attendance, underscoring engagement .
- Executive pay governance improvements and investor responsiveness: Enhanced PSU metrics and added a relative TSR modifier in 2025; set annual targets at/above guidance; formal advisor independence with FW Cook; say-on-pay support improved from 56% (2023) to 64% (2024) .
- Non-employee director equity program aligns with shareholder value; standard $200k RSU grant and change-in-control vesting clarity .
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Watch items and potential red flags
- Low beneficial share ownership as of March 3, 2025 (0 shares under SEC beneficial ownership definition), though the company reports all non-employee directors in compliance with the strengthened ownership guideline that counts RSUs/phantom stock—investors may monitor progression from RSUs to outright stock ownership over time for alignment optics .
- Broader company context: The Business Risk & Review Committee (of which she is a member) is charged with investigations into executive conduct and employment terms; the company disclosed a review of former CEO aircraft-related reimbursements and sold its corporate aircraft in January 2025—her continued committee oversight will be relevant for investor confidence in remediation and controls .
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Overall view
- Dr. Solomon brings high-caliber R&D and innovation expertise and is positioned in the most consequential board roles for investor-aligned governance at a time of Board refresh and CEO transition; improvements to compensation design and investor engagement are positives, while continued monitoring of ownership alignment and follow-through on risk investigations remains prudent .