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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2022
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________
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| DE | | 001-33642 | | 33-0368882 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 52 Discovery | | Irvine, | | CA | | | | | 92618 |
| (Address of Principal Executive Offices) | | | | | (Zip Code) |
| | | | | | (949) | 297-7000 | | | |
Registrant’s telephone number, including area code: |
Not Applicable |
(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities Registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | MASI | | The Nasdaq Stock Market LLC |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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Item 5.02......Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 16, 2022, Masimo Corporation (the “Company”) appointed Blair Tripodi, age 49, as its Chief Operating Officer (COO), Consumer Division. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. Tripodi.
Prior to joining the Company, Mr. Tripodi was the Chief Commercial Officer of DEI Holdings, Inc. (“DEI”), a wholly owned subsidiary of Viper Holding Corporation, the parent company of Sound United, since September 2015. Mr. Tripodi joined DEI in January 2013 and served as Chief Marketing Officer and Senior Vice President, International for Sound United. Prior to joining DEI, Mr. Tripodi worked as Managing Director of Under Armour’s European, Middle Eastern and African business, being one of the first executives on the ground to help launch the global sports company. Mr. Tripodi’s previous experience includes serving as Director, Brand and Business Development for the U.S. Olympic Committee, as well as serving in various roles with Nike, Inc. Mr. Tripodi holds a Bachelors of Arts in Psychology from the University of Western Ontario.
On April 1, 2022, in connection with the Sound United Merger (as defined below), the Company entered into an employee offer letter with Mr. Tripodi (the “Offer Letter”).
Effective September 16, 2022, in connection with Mr. Tripodi appointment to COO, Consumer Division, his annualized salary was increased to $550,000 and he will have an annual target bonus of 100% of his base salary. Pursuant to the Offer Letter, Mr. Tripodi is eligible to receive a cash retention bonus in the amount of $225,000 if he remains employed 12 months following the closing of the Sound United Merger. Mr. Tripodi is also a limited participant in the Company’s 2007 Severance Protection Plan (the “Plan”), which provides that, if (a) Mr. Tripodi’s employment is terminated on the date of a Change in Control (as defined in the Plan) specifically because his current job, or similar job, is not offered to him on the date of such Change in Control, or (b) Mr. Tripodi’s employment is terminated by the Company without cause or if he terminates his employment with the Company for Good Reason (as defined in the Plan) upon or within 36 months of a Change in Control, fifty percent of Mr. Tripodi’s unvested and outstanding equity-based awards will immediately vest.
No equity awards were granted in connection with Mr. Tripodi’s appointment to COO, Consumer Division. However, in connection with the closing of the Company’s acquisition of Sound United on April 11, 2022, (the “Sound United Merger”), Mr. Tripodi was granted an award of restricted stock units having a grant date fair value of $600,000 (the “RSUs”) under the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”). The shares subject to the RSUs will vest over a five year period, with 20% of the shares subject to the RSU vesting on each one-year anniversary of the RSU grant date, subject to Mr. Tripodi’s continued employment with the Company. Also in connection with the closing of the Sound United Merger, Mr. Tripodi was granted an award of performance restricted stock units having a grant date fair value of $1,200,000 (the “PRSUs”) under the 2017 Plan. The shares subject to the PRSUs will vest upon satisfaction of certain performance milestones, subject to Mr. Tripodi’s continued employment with the Company.
The Company also entered into an indemnity agreement with Mr. Tripodi in the same form as its standard form of indemnity agreement with its other executive officers.
The foregoing description of the Offer Letter and Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter and the Severance Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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| Item 8.01. | Other Information. |
On September 16, 2022, the Company issued a press release announcing the appointment of Mr. Tripodi as its COO, Consumer Division. A copy of the press release is filed herewith as Exhibit 99.1.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) The following items are filed as exhibits to this Current Report on Form 8-K.
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Exhibit No. | Description |
| 10.1 | |
| 10.2 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | MASIMO CORPORATION |
| | | | | |
Date: September 19, 2022 | | | | By: | | /s/ MICAH YOUNG |
| | | | | | Micah Young |
| | | | | | Executive Vice President & Chief Financial Officer |
| | | | | | (Principal Financial Officer) |
April 1, 2022
Blair Tripodi
52 Discovery
Irvine, CA 92618
Dear Blair:
As you know, Masimo Corporation (the “Company” or “Masimo”) has entered into an Agreement and Plan of Merger with Viper Holdings Corporation (“Sound United”) and certain other parties, pursuant to which Sound United will become a wholly-owned subsidiary of Masimo (the “Acquisition”). Masimo and its subsidiaries, including Sound United and its subsidiaries following the closing of the Acquisition (the “Closing”), are referred to herein as the “Masimo Group”.
It is with great pleasure that we extend this conditional offer to continue employment with the Masimo Group as SVP of International Commercial Operations, Consumer. You will continue to report to your current supervisor. If you accept this offer, the offer letter will become effective as of the Closing. Please note that in the event the Closing does not occur, this offer letter will be of no further force or effect.
The following is a summary of your compensation package:
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| Annual Salary: | Your salary will be the same as it was prior to the Closing. |
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| Variable Compensation: | For at least the first twelve months following the Closing, you will be eligible to receive target bonus opportunities and commission opportunities which in the aggregate are substantially comparable to the target bonus opportunities and commission opportunities provided by Sound United immediately prior to the Closing. |
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| Retention Bonus: | You will be eligible to receive a retention bonus of $225,000 if you continue to be employed by the Masimo Group through the first anniversary of the Closing. In the event your employment with the Masimo Group is terminated by you for any reason or by us with cause, prior to the first anniversary of the Closing, the retention bonus will be forfeited. |
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| Benefits: | You will initially continue to participate in the benefit plans of Sound United and its subsidiaries, subject to the terms, conditions, and limitations contained in the applicable plans, as they may be amended from time to time, except that if you currently participate in the DEI Holdings, Inc. 401(k) Plan, your participation will be transitioned to the Masimo Retirement Savings Plan. |
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| Equity Awards: | You will be eligible to receive an award of Restricted Stock Units (“RSUs”) with a grant date value of approximately $600,000 subject to the terms of the Masimo Corporation 2017 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “RSU Award Agreement”). The RSU award will vest over a 5-year period, subject to your continued employment with Masimo Group, with twenty percent (20%) vesting on the one year anniversary of the vesting commencement date (which will be set forth in your Award Agreement), and an additional twenty percent (20%) vesting on each subsequent one year anniversary of the vesting commencement date. You will be receiving additional information directly from our equity compensation plan services provider, Charles Schwab & Co., Inc. (“Schwab”) with instructions for setting up your Schwab account and viewing and accepting your Award Agreement and RSU award online. In addition, you will be eligible to receive an award of Performance Stock Units (“PSUs”) with a grant date value of approximately $1,200,000, subject to the terms of the Plan and the Performance Stock Unit Award Agreement (the “PSU Agreement”). The vesting of this PSU award is subject to Sound United achieving certain cumulative net revenue and adjusted EBITDA goals during the three years ended December 28, 2024. These goals will be detailed in the PSU Agreement, which will be delivered to you promptly following the Closing. |
All compensation payable pursuant to this offer letter will be subject to the withholding of all applicable taxes and deductions required by law.
This offer is contingent upon you signing and returning the Masimo Employee Confidentiality Agreement and the acknowledgement regarding the Masimo Corporation Code of Business Conduct and Ethics, each of which is enclosed with this letter. Also enclosed is a Mutual Agreement to Arbitrate Claims, which we encourage but do not require you to sign as a condition of your employment. You are encouraged to discuss these documents with your own advisor to the extent you desire.
Employment with the Masimo Group is “at-will” and not for a specific term, meaning that there is no express or implied agreement between the Masimo Group and you for continued or long-term employment, and either you or the Masimo Group may terminate the employment relationship at any time, with or without notice and with or without cause. In addition, the Masimo Group may change the terms and conditions of your employment with or without notice and with or without cause. The “at-will” nature of your employment cannot be modified except in writing signed by both you and an officer of the Company.
This letter sets forth the material terms of your offer of employment, and supercedes all prior offers, agreements, and discussions about employment that you may have had with any employee of Masimo (or its subsidiaries) or Sound United (or its subsidiaries), whether written or oral. However, this letter is not intended to supersede any Indemnification Agreement between you and Sound United or your rights with respect to severance contained in any agreement between you and Sound United or its subsidiaries entered into prior to the Closing.
Please confirm your acceptance of this offer and agreement to its terms by signing this letter and the enclosures and returning each signed document to the Human Resources department.
If you have any questions, please feel free to contact me.
We look forward to you joining our Team!
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| Sincerely, | | | |
/s/ TRACY MILLER | | | |
| Tracy Miller | | | |
| Vice President, Human Resources | | | |
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| I acknowledge receipt of this offer and agree to its terms: |
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/s/ BLAIR TRIPODI | | April 11, 2022 | |
| Blair Tripodi | | Date | |
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| Enclosures: | | | |
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| Masimo Employee Confidentiality Agreement | |
| Masimo Corporation Code of Business Conduct and Ethics | |
| Mutual Agreement to Arbitrate Claims | |
MASIMO CORPORATION
AMENDED AND RESTATED
2007 SEVERANCE PROTECTION PLAN
Participation Agreement for
Blair Tripodi
September 16, 2022
Personal & Confidential
Blair Tripodi
52 Discovery
Irvine, CA 92618
Re: Masimo Corporation Amended and Restated 2007 Severance Protection Plan— Limited Participation Agreement
Dear Blair:
This letter relates to the Amended and Restated 2007 Severance Protection Plan (the “Plan”) that we, Masimo Corporation, have adopted.
Through this letter, you are being offered the opportunity to become a limited Participant in the Plan and, thereby, to be eligible to receive only the change in control benefits (and not the basic or the voluntary severance benefits) described below. A copy of the Plan is attached to this letter and incorporated herein by reference. You should read the Plan carefully and become comfortable with its terms and conditions, and those set forth below. Upon completion of three (3) years of service to Masimo Corporation, you will be eligible for full participation in the Plan.
If you choose to sign below, you will be establishing a Participation Agreement, within the meaning of the Plan, and as limited by the terms of this Participation Agreement; and, you will thereby be acknowledging and agreeing to the following provisions:
(a) that you have received and reviewed a copy of the Plan;
(b) that terms not defined in this Participation Agreement, but beginning with initial capital letters, shall have the meanings assigned to them in the Plan;
(c) that your limited participation in the Plan requires that you agree irrevocably and voluntarily to the terms of the Plan and the terms set forth below; and
(d) that you have had the opportunity to carefully evaluate this opportunity, and desire to participate in the Plan according to the terms and conditions set forth herein.
Subject to the foregoing, we invite you to become a limited Participant in the Plan. Your limited participation in the Plan will be effective upon your signing and returning this Participation Agreement to the Company within thirty (30) days of your receipt of this Participation Agreement.
NOW, THEREFORE, you and Masimo Corporation (hereinafter referred to as the “parties”) hereby agree as follows:
1. If (a) your employment terminates on the date of a Change in Control specifically because your current job, or similar job, was not offered to you on the date of such Change in Control, or (b) you experience a Covered Termination on or after a Change in Control for a reason other than as set forth in preceding Section 1(a) then, in accordance with Sections 3 and 4 of the Plan, fifty percent (50%) of each of your unvested and outstanding stock options or other equity-based awards will immediately vest upon a Change in Control.
2. As a condition of receiving the limited Change in Control Severance Benefits pursuant to the Plan and this Participation Agreement, you must sign all relevant documents listed in Section 4 of the Plan.
3. In consideration of becoming eligible to receive the limited Change in Control Severance Benefits provided under the terms and conditions of the Plan and this Participation Agreement, you agree to waive any and all rights, benefits, and privileges to severance benefits that you might otherwise be entitled to receive under any other oral or written plan, employment agreement or arrangement, including your Severance Agreement with Viper Holdings Corporation dated January 17, 2022, which is hereby terminated.
4. You understand that the waiver set forth in Section 3 above is irrevocable, and that this Participation Agreement and the Plan set forth the entire agreement between us with respect to any subject matter covered herein.
5. Subject to Section 12(b) of the Plan, this Participation Agreement shall terminate, and your status as a “Participant” in the Plan shall end, on the termination of your employment other than pursuant to a “Covered Termination” as defined in Section 2(d)(i) of the Plan.
6. While the Plan and this Participation Agreement are in effect, you agree that if you decide to voluntarily resign, you will give the Company six (6) months notice.
7. As a condition for receiving benefits under the Plan and this Participation Agreement, you agree that the Committee may reduce your Plan benefits to avoid triggering any “excess parachute payments” under Section 280G of the Code.
8. If any provision of the Plan, or of this Participation Agreement, is determined to be unlawful, invalid or unenforceable, such provision shall be deemed severed from the Plan or this Participation Agreement, respectively, but every other provision of the Plan or of this Participation Agreement shall remain in full force and effect. In substitution for any provision of the Plan or this Participation Agreement being held unlawful, invalid or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the parties hereto to the fullest extent permissible under law.
9. You recognize and agree that your execution of this Participation Agreement results in your limited enrollment and participation in the Plan, that you agree to be bound by the terms and conditions of the Plan and this Participation Agreement, and that you understand that this Participation Agreement may not be amended or modified except pursuant to Section 12 of the Plan.
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| Dated: | September 16, 2022 | | MASIMO CORPORATION: |
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| | | By: | /s/ JOE KIANI |
| | | | Joe Kiani |
| | | | CEO & Chairman of the Board |
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ACCEPTED AND AGREED TO this 16th day of September 2022. |
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/s/ BLAIR TRIPODI | | | |
| Blair Tripodi | | | |
Masimo Appoints New Leader for Consumer Division
Blair Tripodi Named Chief Operating Officer for Masimo’s Consumer Division
IRVINE, California, September 19, 2022 – Masimo (Nasdaq: MASI) today announced the appointment of Blair Tripodi as Chief Operating Officer (COO) for the Masimo’s Consumer division, effective immediately. As leader of the Masimo’s Consumer division, Mr. Tripodi will report to Masimo’s Founder and CEO, Joe Kiani, and will be responsible for the division’s sales, product, marketing, and commercial operations teams. Mr. Tripodi’s most recent role was Chief Commercial Officer at Sound United.
“As we embark on this new era of Masimo, I couldn’t be more excited for the future of our Company,” said Joe Kiani. “Blair’s leadership, history, and extensive background in marketing, sales, and consumer products will position Masimo’s Consumer business, including the coming consumer health products, for optimal growth. His years of experience running successful campaigns in the consumer space, including 10 years at Sound United, will not only further our whole home audio solutions but will further our plans to improve 21st century healthcare by taking it directly into your home.”
Blair Tripodi joined Sound United in 2013. Prior to joining the global home and audio company, he was the Managing Director of Under Armour’s European, Middle Eastern, and African business. In addition, he has held a variety of marketing roles with Nike and the U.S. Olympic Committee.
“It’s an honor to step up and lead our consumer team into the next phase of growth with new innovative audio products as well as life-improving consumer healthcare products,” Tripodi commented. “We can do this because of our dedicated team, loyal customers, and global partner network. There are exciting times ahead as we set out to improve lives.”
@Masimo | #Masimo
About Masimo
Masimo (Nasdaq: MASI) is a global medical technology company that develops and produces a wide array of industry-leading monitoring technologies, including innovative measurements, sensors, patient monitors, and automation and connectivity solutions. Our mission is to improve patient outcomes and reduce the cost of care. Masimo SET® Measure-through Motion and Low Perfusion™ pulse oximetry, introduced in 1995, has been shown in over 100 independent and objective studies to outperform other pulse oximetry technologies. Masimo SET® has also been shown to help clinicians reduce severe retinopathy of prematurity in neonates, improve CCHD screening in newborns, and, when used for continuous monitoring with Masimo Patient SafetyNet™ in post-surgical wards, reduce rapid response team activations, ICU transfers, and costs. Masimo SET®is estimated to be used on more than 250 million patients in leading hospitals and other healthcare settings around the world, and is the primary pulse oximetry at 9 of the top 10 hospitals as ranked in the 2022-23 U.S. News and World Report Best Hospitals Honor Roll. Masimo continues to refine SET® and in 2018, announced that SpO2 accuracy on RD SET® sensors during conditions of motion has been significantly improved, providing clinicians with even greater confidence that the SpO2 values they rely on accurately reflect a patient’s physiological status. In 2005, Masimo introduced rainbow® Pulse CO-Oximetry technology, allowing noninvasive and continuous monitoring of blood constituents that previously could only be measured invasively, including total hemoglobin (SpHb®), oxygen content (SpOC™), carboxyhemoglobin (SpCO®), methemoglobin (SpMet®), Pleth Variability Index (PVi®), RPVi™ (rainbow® PVi), and Oxygen Reserve Index (ORi™). In 2013, Masimo introduced the Root® Patient Monitoring and Connectivity Platform, built from the ground up to be as flexible and expandable as possible to facilitate the addition of other Masimo and third-party monitoring technologies; key Masimo additions include Next Generation SedLine® Brain Function Monitoring, O3® Regional Oximetry, and ISA™ Capnography with NomoLine® sampling lines. Masimo’s family of continuous and spot-check monitoring Pulse CO-Oximeters® includes devices designed for use in a variety of clinical and non-clinical scenarios, including tetherless, wearable technology, such as Radius-7® and Radius PPG™, portable devices like Rad-67®, fingertip pulse oximeters like MightySat® Rx, and devices available for use both in the hospital and at home, such as Rad-97®. Masimo hospital automation and connectivity solutions are centered around the Masimo Hospital Automation platform™, and include Iris® Gateway, iSirona™, Patient SafetyNet®, Replica®, Halo ION™, UniView®, UniView :60® and Masimo SafetyNet®. Additional information about Masimo and its products may be found at www.masimo.com. Published clinical studies on Masimo products can be found at www.masimo.com/evidence/featured-studies/feature/.
ORi and RPVi have not received FDA 510(k) clearance and are not available for sale in the United States. The use of the trademark Patient SafetyNet is under license from University HealthSystem Consortium.
Forward-Looking Statements
This press release includes forward-looking statements as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, in connection with the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about future events affecting us and are subject to risks and uncertainties, all of which are difficult to predict and many of which are beyond our control and could cause our actual results to differ materially and adversely from those expressed in our forward-looking statements as a result of various risk factors, including, but not limited to: risks related to our assumptions regarding the repeatability of clinical results; risks related to our belief that Masimo's unique technologies, contribute to positive clinical outcomes and patient safety; risks related to our belief that Masimo noninvasive medical breakthroughs provide cost-effective solutions and unique advantages; risks related to COVID-19; as well as other factors discussed in the "Risk Factors" section of our most recent reports filed with the Securities and Exchange Commission ("SEC"), which may be obtained for free at the SEC's website at www.sec.gov. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of today's date. We do not undertake any obligation to update, amend or clarify these statements or the "Risk Factors" contained in our most recent reports filed with the SEC, whether as a result of new information, future events or otherwise, except as may be required under the applicable securities laws.
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| Investor Contact: | | | Media Contact: | |
| Eli Kammerman | | | Evan Lamb | |
| (949)-297-7077 | | | (949) 396-3376 | |
| ekammerman@masimo.com | | elamb@masimo.com |
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| Masimo, SET, Signal Extraction Technology, Improving Patient Outcome and Reducing Cost of Care by Taking Noninvasive Monitoring to New Sites and Applications, rainbow, SpHb, SpOC, SpCO, SpMet, PVI are trademarks or registered trademarks of Masimo. |
