On Monday, in an 8-K filing with the Securities and Exchange Commission, Masimo Corporation (Nasdaq: MASI) informed regulators that William Jellison, a member of the Masimo Board of Directors, has resigned his position as of that same day. No reason was offered as to why Jellison chose to leave his relatively new role with the company, presenting us all with a bit of a mystery.
See more on Jellison’s resignation from the Masimo Board
Change continues to roil Masimo as part of a massive management shakeup that is occurring in the wake of the successful challenge to founder and former CEO Joe Kiani and the legacy board by activist investor Quentin Koffey and Politan Capital Management. At last year’s annual stockholder meeting, two Politan candidates to the board were both voted in, giving the activist investor a majority of the board and control of the company.
One of those candidates for the Masimo board nominated by Politan was William Jellison. Jellison was said to have an extensive background in medical technology companies as well as significant financial experience, including a stint as the former Chief Financial Officer of Stryker Corp., a major medical technology company.
Jellison, Elected in September 2024, Helped to Secure a Board Majority for Politan
On September 19, 2024, Masimo shareholders elected both Politan candidates, Dr. Darlene Soloman and William “Bill” Jellison, to the board in an election that added two more independent directors to the group and cost Joe Kiani his board seat. All of this took place after a pitched battle that lasted months and included several lawsuits.
We thank Mr. Jellison for his service and contributions during a transformative period for the Company and we wish him well in his future endeavors.
Michelle Brennan, Masimo Chairman of the Board
We Only Know What Resignation was ‘Not’ About
Now, not even one year later, Jellison submitted his resignation to the board as described in the 8-K. The 8-K offered no explanation for Jellison’s exit from the board. It did, however, offer an explanation for what the resignation was “not” about…
Mr. Jellison’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Masimo Corp 8-K filing
So Far, No Public Statement From the Company About This Resignation
There has been no public announcement of this development, of which I am aware. However, the 8-K filing also offered a statement from Michelle Brennan, Chairman of the Board, which sounds like it is for public consumption.
“We thank Mr. Jellison for his service and contributions during a transformative period for the Company and we wish him well in his future endeavors,” said Michelle Brennan, Masimo Chairman of the Board.
What Was Once Seven is Now Six
This takes the Masimo Board headcount from seven directors to six. The current Board consists of:
- Michelle Brennan, Chairman of the Board
- Quentin Koffey, Vice Chairman of the Board
- Wendy Lane
- Tim Scannell
- Darlene Solomon
- Catherine “Katie” Szyman, CEO
All of the directors, aside from Katie Szyman, are considered independent directors. Szyman, part of the management team as CEO, is not considered an independent director.
Learn more about Masimo by visiting masimo.com.
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