Wendy Lane
MASIMOAbout Wendy Lane
Wendy Lane (age 73) is an independent director of Masimo, appointed in October 2024, with over 30 years of public company board experience and prior investment banking roles at DLJ and Goldman Sachs; she holds a B.A. from Wellesley College and an MBA from Harvard Business School . She serves on Masimo’s Nominating, Compliance & Corporate Governance Committee and the Business Risk & Review Committee, bringing governance and audit chair experience across multiple boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson, Lufkin & Jenrette | Managing Director, Investment Banking | 1981–1992 | Led corporate finance and advisory; foundation for governance expertise |
| Goldman Sachs | Associate | 1977–1980 | Early finance training; contributes to financial oversight capability |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verisk Analytics (Nasdaq: VRSK) | Director | 2022–present | Current public directorship |
| Envestnet, Inc. | Director | 2023–2024 | Prior public directorship |
| Willis Towers Watson PLC | Director | 2004–2022 | Prior public directorship |
| MSCI Inc. | Director | 2015–2019 | Prior public directorship |
| Laboratory Corp. of America Holdings | Director | 1996–2014 | Prior public directorship |
| UPM-Kymmene Oyj | Director | 2005–2018 | Prior public directorship |
| YourBio Health, Inc. | Director | Not disclosed | Private company; blood collection technology |
| CAC Holdings, LLC | Director | Not disclosed | Private excess and surplus lines insurance broker |
Board Governance
- Independence: Lane is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committees: Member—Nominating, Compliance & Corporate Governance; Member—Business Risk & Review .
- Committee meeting cadence and attendance (FY2024):
- Nominating, Compliance & Corporate Governance: 5 meetings; 100% attendance for committee members .
- Business Risk & Review: 7 meetings; 100% attendance for committee members .
- Board engagement: Masimo held 11 board meetings in FY2024; no director attended fewer than 75%; independent directors meet in executive session .
- Governance enhancements: Declassification completing by 2026, independent Chairman and Vice-Chairman roles, proxy access, hedging prohibition, and pre-approval for pledging .
Fixed Compensation
| Component | Policy Detail | Amount/Status |
|---|---|---|
| Board annual cash retainer | $70,000, paid quarterly in arrears | Policy in force |
| Committee membership retainers | Audit $12,500; Compensation $10,000; Nominating $5,000; Special Committee $15,000; Business Risk & Review non-compensated | Policy in force; BR&R has $0 retainer |
| Committee chair retainer | Audit $25,000; Compensation $20,000; Nominating $15,000 (includes membership) | Not applicable to Lane; she is not a chair |
| FY2024 actual – Fees Earned (Lane) | Cash fees $15,247 | Paid |
| FY2024 actual – Total (Lane) | Total $215,173 | Paid |
Performance Compensation
| Equity Component | Grant Mechanics | FY2024 Actual | Vesting / Performance Metrics |
|---|---|---|---|
| Annual RSUs for non-employee directors | $200,000 grant-date fair value at annual meeting; round down to whole shares | Lane stock awards $199,926; RSUs held 1,383 shares as of 12/28/2024 | Vest on earlier of first anniversary or next annual meeting; single-trigger acceleration on change-in-control; no performance metrics for director RSUs |
Metrics table (directors):
| Metric | Type | Weight | Threshold | Target | Max |
|---|---|---|---|---|---|
| Director equity metrics | Time-based RSUs (no performance metric) | N/A | N/A | N/A | N/A |
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported among current/former committee members serving in 2024; Lane not identified in any interlock .
- Potential interlocks with customers/suppliers: None disclosed for Lane; overall related-party disclosures focus on legacy CEO relationships (Willow, Masimo Foundation) and not Lane .
Expertise & Qualifications
- Governance: Chaired/served on seven audit and other board committees; extensive governance oversight experience .
- Financial expertise: Prior investment banking roles at DLJ and Goldman, enhances committee oversight of financial and strategic matters .
- Industry and risk: Insurance, information services, and crisis/transformational change experience relevant to Masimo’s risk review and governance committees .
Equity Ownership
| Item | Detail | Status |
|---|---|---|
| Beneficial ownership (SEC table) | Wendy Lane—0 shares as of 3/3/2025; less than 1% | |
| RSUs held (12/28/2024) | 1,383 RSU shares outstanding | |
| Non-Employee Director Stock Ownership Policy | Guideline updated in Feb 2025 to 5x cash retainer ($350,000); counts certain restricted/phantom stock; excludes unexercised options, unearned PSUs | |
| Compliance | As of 3/1/2025, all non-employee directors in compliance with policy | |
| Hedging and pledging | Hedging prohibited; pledging requires pre-approval and capacity to repay without resort to collateral |
Governance Assessment
- Board effectiveness: Lane’s addition strengthens governance and audit oversight as Masimo declassifies its board and formalizes independent leadership; her committee service aligns with NCGC priorities (board evaluation, succession, ESG) and BR&R’s legal/strategic risk reviews, supporting investor confidence in oversight rigor .
- Independence and engagement: Independent status, participation on key committees, and committee-level 100% attendance indicate active engagement and strong governance posture .
- Compensation alignment: Director pay uses modest cash retainers with predominant equity via annual RSUs, time-based vesting, and single-trigger change-in-control acceleration; no performance metrics for directors, typical for board compensation, with stock ownership guidelines increased to 5x retainer to reinforce alignment .
- Conflicts/related party exposure: No related-party transactions disclosed for Lane; company’s related-party items center on legacy arrangements (e.g., Willow licensing, Masimo Foundation), which the company halted or reviewed; indicates reduced conflict risk and enhances governance credibility post-CEO transition .
- RED FLAGS: None disclosed regarding Lane—no hedging/pledging violations, no attendance shortfalls, no related-party transactions; continued monitoring warranted on ownership compliance and committee oversight outcomes .