Lisa Hellmann
MASIMOAbout Lisa Hellmann
Elisabeth (“Lisa”) Hellmann is Masimo’s Chief Human Resources Officer, appointed as part of a leadership strengthening effort and began in role on April 21, 2025 . As CHRO, she has acted as signatory on multiple senior-officer offer letters (CTIO/EVP Engineering, Chief Commercial Officer, and General Counsel), evidencing responsibility for executive talent acquisition and compensation administration . Company performance context around her appointment: FY2024 consolidated revenue was $2,094M (+3% constant currency), healthcare revenue was $1,395M (+10% constant currency), Non-GAAP EPS was $4.40 (+16% YoY), and operating cash flow was $196M (+109% YoY) . Hellmann participates in Masimo’s Amended & Restated 2007 Severance Protection Plan via a signed participation agreement dated May 23, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Masimo Corporation | Chief Human Resources Officer | 2025–present | Part of leadership strengthening; CHRO signatory for senior hires (Omar Ahmed CTIO/EVP Engineering; Greg Meehan CCO; Charles Dadswell GC), supporting executive build-out |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
| Element | Company design (2025) | Notes |
|---|---|---|
| Base Salary | NEO base salaries increased 2.5%–4% for 2025; CEO set at $1,000,000 | CHRO-specific base salary not disclosed in filings reviewed |
| Target Annual Bonus | Target annual bonus opportunity set at 100% of base salary for executive officers | Applies to executive officers; CHRO expected to be subject to plan governance |
| Cash Bonus Metrics | Adjusted Revenue (50%), Adjusted Non-GAAP EPS (40%), Adjusted True Incremental Contract Value (10%); threshold/target/max funding per metric | See detailed performance table below |
| Equity LTI Mix | PSUs 60% (three-year cliff), Stock Options 20% (five-year ratable), RSUs 20% (four-year ratable) | 2025 program-wide design overseen by Compensation Committee |
Performance Compensation
| Metric | Weight | Threshold (Achievement → Payout) | Target (Achievement → Payout) | Maximum (Achievement → Payout) |
|---|---|---|---|---|
| Adjusted Revenue | 50% | 95% of target → 50% payout | 100% of target → 100% payout | 105% of target → 200% payout |
| Adjusted Non-GAAP EPS | 40% | 90% of target → 50% payout | 100% of target → 100% payout | 110% of target → 200% payout |
| Adjusted True Incremental Contract Value | 10% | 90% of target → 50% payout | 100% of target → 100% payout | 110% of target → 200% payout |
| PSU Performance Framework | Weight | Threshold | Target | Maximum | Relative TSR Modifier |
|---|---|---|---|---|---|
| Three-Year Cumulative Adjusted Revenue | 60% | 93% → 50% payout | 100% → 100% payout | 107% → 200% payout | 0.75x at 25th pct; 1.0x at 50th pct; 1.25x at 75th pct (capped 250% total) |
| Three-Year Cumulative Adjusted Non-GAAP Operating Income | 40% | 90% → 50% payout | 100% → 100% payout | 110% → 200% payout | See modifier above |
| Vesting | — | PSUs: 3-year cliff | RSUs: 4-year ratable | Options: 5-year ratable | Applies to 2025 grants |
Additional governance: No guaranteed bonuses; clawback policy; prohibition on hedging; pledging requires pre-approval; no option repricing; robust ownership policies for executive officers .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial Ownership (Hellmann) | Not specifically disclosed in DEF 14A 2025; executive officer list does not enumerate Hellmann’s holdings as of the March 3, 2025 record date . |
| Stock Ownership Policy | Robust stock ownership policies for executive officers; outside directors have minimum ownership requirements . |
| Hedging/Pledging | Hedging prohibited; pledging transactions require pre-approval . |
| Equity Program Design | Majority PSU weighting with three-year cumulative financial metrics and a relative TSR modifier vs S&P Healthcare Equipment Select Index . |
Employment Terms
| Term | Detail |
|---|---|
| Role and Start Date | Chief Human Resources Officer; start date April 21, 2025 . |
| Severance Plan Participation | Signed participation in Masimo’s Amended & Restated 2007 Severance Protection Plan on May 23, 2025 . |
| Basic Severance (non-CIC) | Cash severance equal to one times base salary; 12 months COBRA paid by company; life insurance available for purchase for 12 months; offset for income from new employment . |
| Change-in-Control Severance A | If employment terminates on date of CIC because current job/division-level not offered: Base Salary + 1× Average Bonus; 12 months COBRA paid; 12 months company-paid life insurance . |
| Change-in-Control Severance B | If Covered Termination on/after CIC (other than above): 2× Base Salary + 1× Average Bonus; 12 months COBRA paid; 12 months company-paid life insurance . |
| Notice Requirement | 6 months’ advance notice required for voluntary resignation under certain circumstances . |
| 280G Cutback | Benefits may be reduced to avoid “excess parachute payments” under IRC §280G . |
| Indemnification | Executive officers have indemnification agreements and D&O insurance coverage . |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval % |
|---|---|
| 2023 | 56% |
| 2024 | 64% |
Responsive changes implemented by the Compensation Committee include three-year cumulative PSU metrics, addition of relative TSR modifier (vs S&P Healthcare Equipment Select Index), and annual bonus targets set at or above high-end guidance; FW Cook engaged as independent advisor for 2025 program design .
Investment Implications
- Compensation alignment: The 2025 program shifts toward multi-year PSU metrics with a relative TSR modifier and rigorous annual cash metrics, reducing discretion and improving pay-for-performance alignment for executive officers including the CHRO .
- Retention and selling pressure: Three-year cliff PSUs and 4–5 year ratable vesting for RSUs/options support retention and mitigate near-term selling pressure, while hedging prohibitions and pledging pre-approval strengthen alignment with shareholders .
- Change-of-control economics: CHRO’s severance plan provides 1× salary + 1× average bonus or 2× salary + 1× average bonus depending on CIC circumstances, with a 280G cutback—tempering parachute risk relative to typical market practices .
- Execution risk context: 2024 performance improvements in healthcare revenue and Non-GAAP EPS alongside governance-led compensation enhancements suggest a more disciplined incentive framework; however, absence of disclosed CHRO-specific ownership limits “skin-in-the-game” visibility .