Quentin Koffey
MASIMOAbout Quentin Koffey
Quentin Koffey (age 46) is Vice-Chairman and an Independent Director of Masimo, serving on the Board since June 2023. He was Lead Independent Director from September 2024 to February 12, 2025. Koffey is Managing Partner and CIO at Politan Capital Management (since 2021) and previously held investment roles at Senator Investment Group (2019–2021), D.E. Shaw (2017–2019), and Elliott Management (2010–2017). He holds a B.A. from Yale College, a J.D. from Stanford Law School, and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Politan Capital Management LP | Managing Partner & Chief Investment Officer | 2021–Present | Activist investor; experience “working constructively with boards and management teams to enhance stockholder value” |
| Senator Investment Group LP | Partner | 2019–2021 | Investment leadership |
| D.E. Shaw Group | Portfolio Manager, Strategic Investments | 2017–2019 | Special situations investing |
| Elliott Management Corporation | Portfolio Manager | 2010–2017 | Activist/strategic investments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azenta, Inc. | Director | 2024–Present | Current public company board service |
Board Governance
- Roles: Vice-Chairman; formerly Lead Independent Director (Sep 2024–Feb 12, 2025) .
- Committees: Audit (member), Compensation (member), Nominating, Compliance & Corporate Governance (Chair), Business Risk & Review (member) .
- Attendance: Audit—5 meetings, 100% attendance; Compensation—4 meetings, 100%; Nominating—5 meetings, 100%; Business Risk & Review—7 meetings, 100%. Board met 11 times in 2024; no director was below 75% attendance; 2024 annual meeting attended by Mr. Koffey .
- Independence: Board determined all directors other than CEO are independent; Koffey designated independent under Nasdaq rules .
- Board leadership and investor responsiveness: Board declassifying by 2026; added Vice-Chairman structure in Feb 2025 with Koffey; robust shareholder engagement (>80% of base met in 2024) .
Fixed Compensation
| Component | Policy Detail | FY2024 Amount (Koffey) |
|---|---|---|
| Board Cash Retainer | $70,000 annual, paid quarterly | Included in total cash below |
| Committee Member Fees | Audit $12,500; Compensation $10,000; Nominating $5,000; Special Committee $15,000 (if applicable) | Included in total cash below |
| Committee Chair Fees | Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000 (includes membership component) | Included in total cash below |
| Business Risk & Review Committee | Non-compensated role | N/A |
| Equity Award (RSUs) | $200,000 grant-date fair value, granted annually on meeting date; vest on earlier of 1-year or next annual meeting; accelerate on change-in-control | $199,997 |
| Options | Not used for directors in 2024; none outstanding | $0 |
| Fees Earned in Cash (FY2024) | Aggregates board + committee + chair fees | $100,892 |
| Total (FY2024) | Cash + equity + other | $300,889 |
Performance Compensation
- Directors receive time-based RSUs (no disclosed performance metrics for director equity); RSUs vest on time or next annual meeting; change-in-control accelerates vesting .
- As of December 28, 2024, Mr. Koffey held RSU awards with respect to 1,228 shares; no stock options outstanding .
| Performance Feature | Terms | Notes |
|---|---|---|
| RSU Vesting | Earlier of first anniversary or next annual meeting | Change-in-control full vest |
| Director Equity Mix | RSUs only (no options outstanding) | Indicates shift away from options (lower risk vs. options) |
| Performance Metrics | None disclosed for director grants | Executive PSU metrics noted separately (not applicable to directors) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Azenta, Inc. | Director | No Masimo-related transactions disclosed; not listed as a competitor/supplier customer in proxy |
Expertise & Qualifications
- Professional investor with track record engaging constructively to enhance shareholder value .
- Education: B.A. Yale; J.D. Stanford Law; M.B.A. Stanford GSB .
- Deep governance exposure as committee chair (Nominating, Compliance & Corporate Governance) and member of Audit/Compensation/Business Risk & Review .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Basis / Notes |
|---|---|---|---|
| Quentin Koffey | 4,717,764 | 8.8% | Calculated on 54,132,438 shares outstanding as of March 3, 2025 |
| Politan Capital Management LP (group) | 4,713,518 | 8.8% | Shared voting/dispositive power per Schedule 13D/A (Sept 25, 2024) |
| RSUs held (director) | 1,228 shares | N/A | As of Dec 28, 2024 |
- Hedging/pledging policy: Hedging prohibited; pledging requires pre-approval and demonstration of repayment capacity; no pledges by Koffey disclosed .
- Director Stock Ownership Policy: Guideline increased to 5x cash retainer ($350,000) effective Feb 2025; all non-employee directors in compliance as of March 1, 2025 .
Governance Assessment
- Committee effectiveness: Koffey chairs the Nominating, Compliance & Corporate Governance Committee overseeing board evaluations, succession planning (including CEO), related-party transaction reviews, and ESG oversight—combined with 100% committee attendance, indicating strong engagement and governance focus .
- Audit and Compensation oversight: Active member with 100% attendance across both; Audit Committee report includes his participation; Compensation Committee report signed by him and fellow members—supports investor confidence in oversight of financial reporting and pay practices .
- Board leadership: Elevated to Vice-Chairman following a period as Lead Independent Director; part of a broader shift to strengthen independent board leadership and declassify the board by 2026—positive governance signal .
- Ownership alignment: Significant personal/group stake (~9%) via Politan aligns incentives with shareholders; directors comply with enhanced ownership guidelines .
- Shareholder say-on-pay: 2025 advisory vote passed (For: 42,464,598; Against: 5,711,459; Abstentions: 717,819; Broker non-votes: 1,866,330), reflecting improved investor sentiment toward compensation program changes .
- Related-party oversight: As chair, Koffey’s committee reviews related-person transactions; policy requires recusal when a committee member is a related person, mitigating conflict risks given Politan’s >5% stake .
Red flags and watch items:
- Section 16(a) timeliness: One late Form 4 for Koffey (RSU vesting of 1,228 shares filed Sept 23, 2024) noted—minor compliance lapse; monitor future filings for timeliness .
- Activist ownership and committee chair role: While alignment is strong, his leadership of the nominating/governance committee alongside significant ownership requires continued focus on rigorous recusals under the related-person policy to avoid perceived conflicts .
Overall, Koffey demonstrates high engagement, independence, and ownership alignment, with leadership roles across key committees supporting board effectiveness. The governance enhancements (declassification, independent leadership) and strong attendance mitigate risk, while activist influence should continue to be balanced through strict adherence to related-party policies and transparent shareholder engagement .