Masimo
(Nasdaq: MASI)
today announced its board of directors nominated Christopher Chavez as a Class II director.
The nomination follows Rolf Classon’s unexpected resignation on May 10 due to health issues. Chavez has more than 30 years of leadership experience in the medical device industry, including two past roles as a public company CEO and many years as an independent public company director.
“We’re pleased to announce Chris’s nomination. With his successful track record as a former CEO at two medical technology companies, the industry expertise he demonstrated in his role as the Chair of the Medical Device Manufacturers Association and his experience as an independent public company director, Mr. Chavez would add valuable strategic, operational and transactional expertise to the Masimo Board,” said Craig Reynolds, Masimo’s lead independent director and chair of the nominating, compliance and corporate governance committee.
Chavez was most recently chair, CEO and president of TriVascular, where he led the company’s commercialization of an abdominal aortic stent graft system, including FDA premarket approval. He also successfully negotiated the merger of TriVascular into Endologix in 2016.
He was also the CEO and president of Advanced Neuromodulation Systems and president of St. Jude Medical’s Neuromodulation Division until 2011. Chavez has also held leadership roles at Johnson & Johnson.
“I am excited about the prospect of joining Masimo’s Board and helping the Company continue on its growth trajectory,” Chavez said. “I look forward to working with the entire Board to help Masimo reach its full potential.”
A nomination and a spat with an activist investor
The new appointment follows a year of fighting with Politan Capital Management, an activist investor. In May 2023, Politan Managing Partner and Chief Investment Officer Quentin Koffey called for “greater oversight in the boardroom [to] help Masimo realize its full potential.”
Masimo’s management team, led by founder, CEO, and Chair Joe Kiani, defended its record, saying it has “delivered strong returns for investors through sustained profitable above-market growth.”
In June 2023, Masimo shareholders voted to oust two members of the device developer’s board after a heated battle with activist investor Politan Capital Management. At the time, Koffey and former Johnson & Johnson MedTech executive Michelle Brennan joined the Masimo board.
Politan Capital picked a new Masimo board member in April this year after it won a heated battle for two seats last year. Koffey said his firm would nominate two more candidates for election to the board at the company’s annual meeting in a bid to take control of the board, including the seat of founder, CEO, and Chair Joe Kiani.
Kiani is the only Masimo director up for re-election this year as the company declassifies its board over the coming years so that all directors will face annual elections starting in 2026.
Masimo said today that it extended its third settlement offer to Politan Capital Management. It proposed adding Chavez and Politan nominee William Jellison to the board. According to Masimo, expanding the board to seven members, six of whom are independent, could avoid concerns of potential deadlock on the board. Politan rejected the offer.
“Mr. Kiani and Mr. Chavez have a relationship that goes back more than 20 years. The Nominating & Governance committee never recommended him, never met to consider other candidates, and never used a search firm in his selection. Further, the repeated claim that Politan refuses to engage in settlement discussions is false. We have offered several compromises that would avoid a contested election and allow Mr. Kiani to remain on the Board,” a Politan spokesperson told MassDevice in an email.
