Masimo built a big medical-monitoring business, then bought a consumer-audio and health brand (the Sound United deal) that founder-CEO Joe Kiani championed. Investors thought the consumer business distracted from the core.

Politan Capital, with about 9% of the company, filed for a change and ran a proxy fight. In June 2023 it won two board seats; in September 2024 it won two more, giving it control of four of six seats.

After the 2024 win, Kiani resigned as CEO, and the board moved to separate the consumer business. Politan argued the two businesses should not be priced as one.

The company later sought to complete a spinoff of the consumer products unit, valuing the core monitoring franchise separately.

Politan won four of six Masimo board seats by September 2024, and founder-CEO Joe Kiani resigned; the company agreed to separate its consumer business.

The consumer acquisition was a value-dilutive side bet.

A founder-CEO who controlled the board could not be challenged.

Separating the two businesses lets each get its own valuation.

A persistent activist can win once, then win again, and take real control.

A holding company that mixes a mission-driven founder's pet project with the core can be broken open by shareholders who want the two separated.

Masimo's consumer business was set to be separated and the medical business refocused. Politan's two consecutive proxy wins showed that a minority shareholder can gradually take control of a board and change a company's whole course.

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The sources

  1. Masimo Corporation Announces CEO Changes marketscreener.com
  2. Masimo Corporation - Definitive Proxy Statement (DEF 14A) sec.gov