Dive Brief:

• Masimo’s board has authorized the appointment of a director nominated by the activist investor Politan Capital Management, pending a shareholder vote.
• Politan is trying to add its management partner, Quentin Koffey, and former Johnson & Johnson staffer Michelle Brennan to Masimo’s board. Masimo is opposed to working with Koffey but has agreed to appoint Brennan if its shareholders vote to expand the size of the board.
• The maneuvering comes as Masimo tries to persuade investors to vote for its board nominees and neutralize an investor attack that could force a change in the direction of the company.

Dive Insight:

Masimo signaled an openness to working with Brennan last week. In a presentation to rebut allegations made by Politan, the manufacturer of pulse oximeters cited Brennan’s lack of experience as a senior executive as a negative and contrasted the gap in her résumé with the credentials of its nominees. Masimo was otherwise positive about Brennan, though, particularly in comparison to its attack on Koffey.

At the time, Masimo stopped short of committing to Brennan, stating that it would consider her along with the other candidates if shareholders approved the expansion of the board. Two days later, Masimo cleared up any uncertainty about whether Brennan would join an expanded board.

In a statement published late Friday, the medtech company revealed its board has authorized appointing Brennan, if stockholders approve the expansion of the board and elect Masimo’s two nominees. Brennan would join the board immediately after the annual meeting on June 26.

Julie Shimer, chair of the board’s nominating committee, used the statement as another opportunity to attack Koffey, whom she accused of having “a history of misstatement and distortion and no relevant experience.” Shimer contrasted Koffey’s alleged failings with Brennan’s “operational and leadership experience” at J&J and “prior public company board service at Cardinal Health and Coupa Software.”

“Though Politan has not permitted us to interview Ms. Brennan after repeated requests, we conducted independent due diligence on her past leadership and board service experiences and feel she would bring a constructive and relevant perspective to the board,” Shimer said.