Activist Politan nominees receive proxy advisor's support in critical Masimo report.

Activist Politan nominees receive proxy advisor's support in critical Masimo report.
Activist Politan nominees receive proxy advisor's support in critical Masimo report.
  • Glass Lewis recommended that Masimo shareholders support the activist Politan nominees, Darlene Solomon and Bill Jellison.
  • The advisory firm stated that Masimo CEO Joe Kiani disregarded his "self-appointed board," mirroring the apprehensions of the activist and certain analysts.
  • Politan raised concerns with Glass Lewis about a major shareholder increasing its stake to vote in favor of CEO Kiani, while simultaneously shorting the stock, and subsequently selling its position after the vote.

Glass Lewis recommended that shareholders of the medical technology firm known for its Apple Watch patent litigation elect Politan's two nominees, Bill Jellison and Darlene Solomon.

According to a scathing report by Glass Lewis, viewed by CNBC, Masimo's legacy directors had prioritized the preferences of CEO Joe Kiani over fundamental corporate principles.

The billionaire executive, Kiani, is being targeted for removal from the board by Politan, but he claims that this would trigger a $400 million change-in-control package and lead to his departure. However, Glass Lewis disagrees with this argument, stating that the current campaign is not about removing or replacing the CEO.

The election last year saw the overwhelming victory of Quentin Koffey, a Politan managing member, along with Kiani and former Disney CEO Bob Chapek on Masimo's board.

Kiani, an executive, continues to dominate a board that appears uninterested in accountability and oversight.

Masimo, a publicly traded company since 2007, has been criticized by some for being run by Kiani as though it were a privately held company. Glass Lewis supported this criticism in its report, stating that Masimo displayed "de minimus responsibility" and "poor governance."

Glass Lewis stated that Masimo's current directors, including Kiani, had not adequately addressed the "significant harm to shareholder value."

While proxy advisory firm recommendations are not binding, Glass Lewis reports are highly important to passive investors. In the past year, Politan received support from both Glass Lewis and Institutional Shareholder Services, and won two board seats in a landslide victory that was based on corporate governance failures.

Masimo's proxy advisory firm criticized some of its efforts in the fight against Jellison and Solomon, stating that its efforts to denigrate them were less than convincing. Additionally, Glass Lewis pointed out a July letter from Politan to Masimo's board, which alleged that a shareholder close to Kiani may have violated SEC regulations by increasing their stake to nearly 10%, voting in favor of Kiani, and then selling off shares.

Glass Lewis stated that it could not confirm the accuracy of the claims made, and it could not address Politan's July 3 allegation that the investor had shorted the stock to offset its economic exposure. However, Glass Lewis noted that RTW, a $5.9 billion firm, had privately contacted them for a meeting and expressed support for Kiani and management nominee Chavez as a 9.9% shareholder.

Glass Lewis proposed a meeting with RTW on July 8 following Politan's allegations being made public in an SEC filing, but RTW did not respond to the offer.

The proxy advisory firm stated that RTW's publicly reported stance and the 9.9% position it privately shared with Glass Lewis align with some of the concerns raised by Politan in the letter.

On RTW's website, Kiani referred to the fund as a "trusted partner" for decades. RTW did not respond to a request for comment.

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