Tim Scannell
MASIMOAbout Tim Scannell
Timothy “Tim” Scannell (age 60) is an independent director of Masimo, appointed in October 2024; he serves on the Compensation Committee and the Business Risk & Review Committee, and stands as a Class III director with a current term expiring at the 2025 Annual Meeting and is nominated to serve until the 2026 Annual Meeting if elected . He brings over 30 years of medical device leadership, including service as President and COO of Stryker (2018–2021), and holds a BBA in Business Administration and Marketing and an MBA from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stryker Corporation | President & Chief Operating Officer | 2018–2021 | Oversaw all commercial businesses and regions globally |
| Stryker Corporation | Group President, MedSurg & Neurotechnology | 2009–2018 | Led multi-segment operations across medtech portfolio |
| Stryker Spine | General Manager, President | 2003–2008 | Business leadership in spine division |
| Stryker Biotech | Vice President, General Manager | 2001–2003 | Division GM responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novocure Limited | Director | 2021–present | Public company board service |
| Insulet Corporation | Director | 2014–present | Public company board service |
| Regenity Biosciences (private) | Director | N/A | Private company board service |
| Synaptive Medical (private) | Director | N/A | Private company board service |
| CereVasc, Inc. (private) | Director | N/A | Private company board service |
| EXACT Sciences Corp. | Prior Director | 2023–2024 | Prior public board service |
| Molekule Group, Inc. | Prior Director | 2022–2024 | Prior public board service |
| Renalytix Plc | Prior Director | 2022–2023 | Prior public board service |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent under Nasdaq Rule 5605(a)(2); Scannell is independent .
- Committee assignments (post-Annual Meeting): Compensation Committee (member); Business Risk & Review Committee (member) .
- Attendance and engagement: In fiscal 2024 the Board met 11 times, and no director attended fewer than 75% of Board and committee meetings during service period . The Business Risk & Review Committee met 7 times with a 100% attendance rate; Scannell is a member .
- Declassification and elections: Board is being declassified, with Scannell nominated as a Class III director for a one-year term ending at the 2026 Annual Meeting .
- Majority voting standard: Directors in uncontested elections must receive >50% of votes cast; if an incumbent fails, resignation is required and Board will publicly disclose its decision within 90 days .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Paid quarterly in arrears |
| Audit Committee member fee | $12,500 | Paid quarterly in arrears |
| Compensation Committee member fee | $10,000 | Paid quarterly in arrears |
| Nominating & Governance Committee member fee | $5,000 | Paid quarterly in arrears |
| Special Committee member fee | $15,000 | Established Feb 2024 for consumer separation work |
| Committee Chair fee – Audit | $25,000 | Includes membership component |
| Committee Chair fee – Compensation | $20,000 | Includes membership component |
| Committee Chair fee – Nominating & Governance | $15,000 | Includes membership component |
| Business Risk & Review Committee | $0 | Non-compensated committee role |
| FY2024 Non-Employee Director Compensation (Scannell) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $16,041 | FY2024 actual |
| Stock Awards (RSUs) | $199,926 | Grant date fair value per ASC 718 |
| Option Awards | $0 | None held |
| All Other Compensation | $0 | None |
| Total | $215,967 | Sum of items |
Performance Compensation
- Non-employee director equity awards are time-based RSUs; no performance-based metrics are disclosed for director compensation .
| Performance Metric | Target | Measurement | Applicability to Director Awards |
|---|---|---|---|
| Company performance metrics (e.g., revenue growth, EBITDA, TSR) | Not disclosed for directors | Not applicable | Director RSUs are time-based; no performance metrics disclosed |
- RSU grant mechanics: Each non-employee director receives annual RSUs with $200,000 grant date fair value, vesting on the earlier of the first anniversary or the next annual meeting; RSUs vest in full upon a change-in-control .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| Insulet Corporation | Diabetes devices (insulin delivery) | Not a direct competitor to Masimo’s core patient monitoring; low competitive interlock risk based on disclosed information . |
| Novocure Limited | Oncology device therapy | Distinct therapeutic area; low competitive interlock risk based on disclosed information . |
| Private boards (Regenity, Synaptive, CereVasc) | Various medtech | Potential relationship monitoring appropriate; Nominating & Governance Committee reviews related party transactions . |
Expertise & Qualifications
- Core skills: Healthcare operations, governance, technology/innovation, financial expertise, M&A, public company executive leadership, and ESG, per Board skills matrix .
- Medical device operator: Deep operational leadership at Stryker across multiple businesses .
- Board experience: Current and prior public medtech board roles (Insulet, Novocure; prior Exact Sciences, Molekule, Renalytix) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 0 | Percent of class “*”; as of March 26, 2025 |
| RSUs outstanding (as of Dec 28, 2024) | 1,383 | RSU awards with respect to shares; unvested RSUs are not counted toward ownership guideline calculations |
| Options | 0 | None outstanding |
| Hedging | Prohibited | Insider Trading Policy prohibits hedging by directors |
| Pledging | Restricted (pre-clearance required) | Allowed only if financially able to repay without resort to pledged securities |
| Stock Ownership Guideline | 5x Board cash retainer ($350,000) | Effective Feb 2025; previously $250,000 |
| Guideline Compliance | All non-employee directors compliant as of Mar 1, 2025 | Company-wide statement; calculation excludes unvested RSUs and unearned PSUs |
Governance Assessment
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Board effectiveness: Scannell adds seasoned medtech operating expertise to Masimo’s refreshed, declassifying board; his membership on Compensation and Business Risk & Review aligns him with executive pay oversight and strategic risk reviews, both areas critical given Masimo’s recent governance changes and executive transitions .
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Independence and attendance: Confirmed independent; committee attendance across 2024 reported at 100% for relevant committees, and Board reported no director under 75% attendance, supporting investor confidence in engagement .
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Compensation and alignment: FY2024 director pay shows a balanced cash-plus-equity mix with standardized RSU grants ($200,000) and modest cash fees ($16,041 for Scannell), plus change-in-control vesting on RSUs; Business Risk & Review service is non-compensated, reinforcing oversight intent .
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Ownership and policies: Beneficially owned shares show 0 for Scannell at the proxy’s record date, but the company states all non-employee directors meet the updated 5x retainer guideline by March 1, 2025; hedging is prohibited and pledging tightly controlled, reducing alignment risk concerns .
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RED FLAGS and mitigants:
- RED FLAG (potential): 0 beneficially owned shares at record date could raise alignment questions for a new director; mitigated by company’s assertion of guideline compliance by March 1, 2025 and standardized RSU grants .
- Related-party/Interlocks: Multiple medtech boards warrant monitoring; Nominating & Governance Committee explicitly reviews related party transactions, and no related-party transactions for Scannell are disclosed in the proxy .
- Say-on-pay context: Executive say-on-pay support improved from 56% (2023) to 64% (2024), indicating ongoing investor scrutiny of compensation governance; Scannell’s Compensation Committee participation positions him within a sensitive oversight area .
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Overall implication: Scannell’s operational pedigree and committee roles bolster oversight of compensation and strategic risk. Alignment mechanisms (ownership guidelines, hedging/pledging restrictions) and strong attendance support governance quality, while concurrent external medtech directorships should be monitored for conflicts, with current disclosures indicating low direct competitive overlap and formal related-party review processes in place .