Michelle Brennan

About Michelle Brennan

Michelle Brennan (age 59) is Masimo’s Chairman of the Board and an Independent Director. She joined the Board in 2023, served as interim CEO from September 24, 2024 to February 12, 2025, and became non‑executive Chair on February 12, 2025 . She spent 30+ years at Johnson & Johnson in global medical devices and consumer pharma leadership and holds a B.S. in Business Administration from the University of Kansas .

Past Roles

External Roles

Board Governance

• Current roles: Chairman of the Board; Independent Director; Chair, Business Risk & Review Committee .
• Committee assignments (following the 2025 Annual Meeting): Not on Audit, Compensation, or Nominating; Chairs Business Risk & Review (non‑compensated) .
• Prior committee service: Served on the Compensation Committee until stepping down in October 2024 after becoming interim CEO to allow an independent committee to set her compensation .
• Independence: Qualifies as independent under Nasdaq 5605(a)(2) because interim CEO tenure was under one year and ended in February 2025 .
• Attendance: Board met 11 times in 2024; no director attended <75% of applicable meetings. Business Risk & Review Committee held 7 meetings with 100% attendance .
• Executive sessions: Independent directors meet in executive sessions per Nasdaq standards .
• Declassification: Board is being declassified, fully by 2026; Brennan is Class I, term expiring 2026 .

Fixed Compensation

• Non‑Employee Director compensation policy (FY2024): Annual cash retainer $70,000; committee retainers: Audit $12,500, Compensation $10,000, Nominating $5,000; committee chair retainers: Audit $25,000, Compensation $20,000, Nominating $15,000; Business Risk & Review Committee is non‑compensated; annual RSU grant $200,000 (vests by next annual meeting or 1‑year anniversary; full vest on change‑in‑control) .

• Structure/mix signal: Baseline mix approximates $70k cash vs $200k equity for non‑employee directors; Business Risk & Review chair role carries no additional cash fee, aligning risk oversight with service rather than pay .

Performance Compensation

• Interim CEO compensation (Brennan Agreement, effective Sept 24, 2024):
  • Base salary: $1,042,000 annualized .
  • Target bonus: $621,250, discretionary, tied to Board evaluation of performance for the interim period; actual earned for service Sept 2024–Feb 2025: $1,087,190 (to be reported in 2025 SCT per SEC guidance) .
  • Equity award: 8,916 RSUs granted Nov 11, 2024; single‑installment vesting on earlier of Mar 24, 2025 or appointment of new CEO (vested Feb 12, 2025) .
• Vesting/Severance protections during interim term: If terminated without cause or for good reason, cash payments equal to remaining base to Mar 24, 2025 and full acceleration of 8,916 RSUs; similar acceleration applies upon termination in connection with change‑in‑control .

• Company incentive metrics context (for NEO programs): Adjusted Revenue, Adjusted Non‑GAAP EPS, Adjusted Non‑GAAP Operating Income, and Relative TSR vs Nasdaq Health Care Index; PSUs have 3‑year performance periods; clawback policy in place .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep operational experience in global medical devices and scaling businesses (Company Group Chair, J&J EMEA Medical Devices) .
• Broad understanding of Masimo from interim CEO service; governance leadership as Chair .
• Education: B.S., Business Administration, University of Kansas .

Equity Ownership

• As of 12/28/2024, non‑employee directors generally held RSU awards with respect to 1,790 shares; exceptions noted for others; disclosure also notes Brennan held 1,228 shares of common stock as of that date (ownership amounts vary by date/section) .
• Non‑Employee Director Stock Ownership Policy: Effective Feb 2025, guideline increased to 5x Board cash retainer ($350,000), excluding unexercised options and unearned PSUs; compliance deadline is five years from appointment; as of March 1, 2025, all non‑employee directors were in compliance .
• Hedging/pledging: Hedging prohibited; pledging discouraged and requires pre‑approval .
• No options outstanding for non‑employee directors as of 12/28/2024 .

Insider Trades

Governance Assessment

• Strengths:

  • Independent Chair with deep medtech operating background and direct, recent insight as interim CEO—a positive for board effectiveness and oversight continuity .
  • Clear independence determination post‑interim CEO period; robust attendance; chairs an active risk committee with 100% attendance in 2024 .
  • Director pay structure is equity‑heavy ($200k RSUs vs $70k cash baseline) and ownership guidelines raised to 5x retainer, improving alignment; hedging prohibited; clawback policy in place .

• Watch items / potential red flags:

  • Minor Section 16 compliance lapse (late Form 4) noted for a single RSU vest—administrative in nature but worth monitoring for control rigor .
  • Interim CEO agreement included time‑based RSU vesting upon CEO appointment rather than long‑term performance metrics; however, she stepped off the Compensation Committee before approval to mitigate conflict, and term/vesting were limited to transition needs .
  • Broader company governance context includes executive transitions and litigation with former CEO; Board cites enhanced shareholder engagement and declassification progress; say‑on‑pay approval improved from 56% (2023) to 64% (2024) .

• Engagement signals: As Chair, Brennan issued a shareholder letter emphasizing independent leadership, CEO succession rigor, strategic realignment, and stockholder engagement .