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1.	To elect the following nominees as Class II directors to serve until our 2021 Annual Meeting of Stockholders: Mr. Thomas Harkin, and Mr. Joe Kiani;

2.	To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 29, 2018;

3.	To vote on an advisory resolution to approve named executive officer compensation; and

4.	To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

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•	Total revenues, including royalties and other revenue, increased 14.9% to $798.1 million, compared to $694.6 million in fiscal 2016, and significantly exceeded our original fiscal 2017 financial guidance of $752.0 million.

•	Total product revenues increased 11.7% to $741.3 million, compared to $663.8 million in fiscal 2016, and significantly exceeded our original fiscal 2017 financial guidance of $717.0 million.

•	Masimo rainbow® product revenues increased 14.9% to $76.6 million, compared to $66.7 million in fiscal 2016, and significantly exceeded our original 10% rainbow® revenue growth guidance.

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•	Masimo SET® and rainbow SET™ shipments totaled 203,100 units, exceeding our internal target of 190,000 units.

•	Non-GAAP operating profit margin1 (as a percentage of total revenues) improved 290 basis points to 24.9%1, compared to 22.0%1 in fiscal 2016.

•	Non-GAAP net income per diluted share1 (“Non-GAAP EPS”) increased 26.3% to $2.451, compared to $1.941 per share in fiscal 2016.

•	Masimo repurchased a total of 804,000 shares of common stock throughout the year, representing a total cash investment of $66.3 million.

•	Strong financial and operating performance metrics, including:

◦	Return on assets of 15%,

◦	Return on capital of 19%, and

◦	Return on equity of 19%.

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•	25% in the form of stock options that vest annually over a five year period; and

•	75% in the form of PSUs that cliff vest after three years based on our actual performance as measured against pre-established performance objectives. For fiscal 2018, the Compensation Committee has selected fiscal 2020 Product Revenue and fiscal 2020 Non-GAAP Operating Profit Margin as the performance measures for the targeted PSU award percentages, each weighted equally.

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•	To elect the Class II nominees for director to serve until our 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

•	To ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 29, 2018; and

•	To vote on an advisory resolution to approve named executive officer compensation.

•	“For” each of the Class II nominees;

•	“For” the ratification of the selection of Grant Thornton LLP as Masimo’s independent registered public accounting firm for the fiscal year ending December 29, 2018; and

•	“For” the approval of our named executive officer compensation.

•	To vote by proxy using the enclosed proxy card, complete, sign and date your proxy card and return it promptly in the envelope provided.

•	To vote by proxy on the internet, go to www.envisionreports.com/MASI and follow the instructions set forth on the internet site.

•	To vote by proxy over the telephone, dial the toll-free telephone number listed on your proxy card under the heading “vote by telephone” using a touch-tone telephone and follow the recorded instructions.

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•	You may submit another properly completed and executed proxy card with a later date;

•	You may submit a new proxy through the internet or by telephone (1-800-652-VOTE) (your latest internet or telephone instructions submitted prior to the deadline will be followed);

•	You may send a written notice that you are revoking your proxy to our Corporate Secretary, c/o Masimo Corporation, 52 Discovery, Irvine, California 92618, by the deadline; or

•	You may attend the Annual Meeting and vote in person. However, simply attending the Annual Meeting will not, by itself, revoke your proxy.

•	“For” the election of each of the Class II director nominees;

•	“For” the ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2018; and

•	“For” the approval of our named executive officer compensation.

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(1)	As of April 20, 2019.

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(1)	As of April 20, 2019.

(2)	Please see “Executive Officers” on page 20 of this Proxy Statement for Mr. Kiani’s biography.

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•	except in unusual circumstances, the positions of Chairman of our Board and CEO each be held by the same person;

•	ordinarily, directors should not serve on more than four boards of publicly-traded companies, including our Board, and all of our directors currently satisfy this requirement;

•	outside directors must own a minimum number of shares of our common stock (see “Non-Employee Director Compensation—Non-Employee Director Stock Ownership Policy” on page 36 of this Proxy Statement for additional information); and

•

a non-employee director will not be nominated for re-election at the next annual meeting of stockholders for which his or her class of directors is up for election following his or her 15th anniversary of service on our Board, unless our Board waives this term limit with respect to such non-employee director as a result of its determination that such nomination is in the best interests of Masimo and its stockholders.

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¬	Committee Chairperson.     À    Financial Expert.     ü    Member.

(1)	Dr. Barker has provided consulting services to Masimo since July 2013. He currently serves as our Chief Science Officer and Chairman of our Scientific Advisory Board and previously served as our interim Chief Medical Officer from July 2013 to March 2015.

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•	the highest ethical standards and integrity and a strong personal reputation;

•	a background that provides experience and achievement in business, finance, biotechnology or other activities relevant to our business and activities;

•	a willingness to act on and be accountable for Board and, as applicable, committee decisions;

•	an ability to provide reasoned, informed and thoughtful counsel to management on a range of issues affecting us and our stockholders;

•	an ability to work effectively and collegially with other individuals;

•	loyalty and commitment to driving our success and increasing long-term value for our stockholders;

•	sufficient time to devote to Board and, as applicable, committee membership and matters; and

•	the independence requirements imposed by the SEC and Nasdaq.

•	the name and address of the stockholder of record and any beneficial owner on whose behalf the nomination is being made;

•	the class, series and number of shares of Masimo, and any convertible securities of Masimo, that are beneficially owned by the stockholder of record and any beneficial owner on whose behalf the nomination is being made;

•	any proxy, contract, arrangement, understanding or relationship pursuant to which the stockholder of record and any beneficial owner on whose behalf the nomination is being made has the right to vote any of Masimo’s voting securities;

•	any “short” interest in Masimo’s securities held by the stockholder of record and any beneficial owner on whose behalf the nomination is being made;

•	the proposed director candidate’s full legal name, age, business address and residential address;

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•	complete biographical information for the proposed director candidate, including the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years;

•	a description of the proposed candidate’s qualifications as a director;

•	the class and number of shares of Masimo that are beneficially owned by the proposed director candidate as of the date of the written recommendation; and

•	any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A promulgated under the Exchange Act.

•	the name and address of the Masimo security holder(s) on whose behalf the communication is sent; and

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•	the number of Masimo shares that are beneficially owned by the security holder(s) as of the date of the communication.

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(1)	All cash retainers are payable on a quarterly basis in arrears.

(2)	Each non-employee director receives a $1,000 per meeting cash fee for each committee meeting attended in excess of the first eight meetings of each committee during the fiscal year.

(3)

Each year on the date of our annual meeting of stockholders, each non-employee director will be granted an award of restricted share units (“RSUs”) with respect to shares of our common stock having a grant date fair value of $140,000, rounded down to the nearest whole share, which vest on the earlier of the first anniversary of the grant date or the date of the next annual meeting of stockholders.

(4)	The Non-Employee Director Compensation Policy also provides that all RSUs granted to the non-employee directors pursuant to the policy will vest in full in the event of a change in control of Masimo.

(1)	Our Chairman and CEO, Mr. Kiani, is not included in this table as he is an employee of Masimo and therefore receives no compensation for his service as a director. Mr. Kiani’s compensation is included in the “Summary Compensation Table” on page 65 of this Proxy Statement.

(2)	As of December 30, 2017, each of the listed non-employee directors held 1,583 RSUs.

(3)

These amounts generally represent the aggregate grant date fair value of the RSU awards granted to each listed non-employee director in fiscal 2017, computed in accordance with Financial Accounting Standard Board Accounting Standard Codification Topic 718 (“ASC Topic 718”). These amounts do not represent the actual amounts paid to or realized by the directors during fiscal 2017. The value as of the grant date for the RSUs is calculated based on the number of RSUs at the grant date market price and is recognized once the requisite service period for the RSUs is satisfied. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Note 14 to our Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates-Share-Based Compensation,” included in our Annual Report on Form 10-K for the year ended December 30, 2017 that was filed with the SEC on February 28, 2018.

(4)	As of December 30, 2017, each of our non-employee directors held the following number of options: Steven J. Barker, Ph.D., M.D.—110,000; Sanford Fitch—80,000; Thomas Harkin—0; Adam Mikkelson—0 and Craig Reynolds—100,000.

(5)	Consists of fees earned by Dr. Barker for non-employee consulting services provided to the Company.

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(1)	Mr. Young was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017,

•	Total revenues, including royalties and other revenue, increased 14.9% to $798.1 million, compared to $694.6 million in fiscal 2016, and significantly exceeded our original fiscal 2017 financial guidance of $752.0 million.

•	Total product revenues increased 11.7% to $741.3 million, compared to $663.8 million in fiscal 2016, and significantly exceeded our original fiscal 2017 financial guidance of $717.0 million.

•	Masimo rainbow® product revenues increased 14.9% to $76.6 million, compared to $66.7 million in fiscal 2016, and significantly exceeded our original 10% rainbow® revenue growth guidance.

•	Masimo SET® and rainbow SET™ shipments totaled 203,100 units, exceeding our internal target of 190,000 units.

•	Non-GAAP operating profit margin4 (as a percentage of total revenues) improved 290 basis points to 24.9%4 compared to 22.0%4 in fiscal 2016.

•	Non-GAAP EPS4 increased 26.3% to $2.454, compared to $1.944 per share in fiscal 2016.

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•	Masimo repurchased a total of 804,000 shares of common stock throughout the year, representing a total cash investment of $66.3 million.

•	Strong financial and operating performance metrics, including:

◦	Return on assets of 15%,

◦	Return on capital of 19%, and

◦	Return on equity of 19%.

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•

Executive Bonus Incentive Plan - Adopted a new cash bonus plan for our executive officers, which was approved by our stockholders at the 2017 Annual Meeting of Stockholders (the “Executive Bonus Incentive Plan”). Pursuant to the Executive Bonus Incentive Plan, the fiscal 2017 annual cash bonus opportunities for our executive officers, including the NEOs, were based on our actual achievement of pre-established performance levels for Adjusted

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•	2017 Equity Incentive Plan - Adopted a new equity incentive plan, which was approved by our stockholders at the 2017 Annual Meeting of Stockholders (the “2017 Equity Plan”).

•	Grant of Performance-Based Equity Awards - Pursuant to the 2017 Equity Plan, both PSU awards and time-based options to purchase shares of our common stock were granted to our executive officers, including the NEOs, in fiscal 2017. The terms and conditions of the PSU awards were as follows:

◦	The shares of our common stock subject to the awards were eligible to be earned based on our actual achievement of pre-established Adjusted Operating Profit Margin8 levels for fiscal 2017. The awards were subject to both a “threshold” performance level (below which no shares would be earned) and a “maximum” performance level (capped at 150% of the target performance level).

◦	The shares of our common stock, if any, earned pursuant to the PSU awards are subject to vesting over a five-year period at the rate of 20% of the earned shares per year, with a 20% “credit” for the fiscal 2017 performance period.

•	Annual Cash Bonus - Amended the agreement to provide that Mr. Kiani is no longer eligible to automatically receive an annual cash incentive bonus. Future bonus payments will be based on our actual results as measured against the performance criteria established for the year, with his maximum bonus payment capped at 200% of his annual base salary.

•	Automatic Stock Option Grant - Amended the agreement to eliminate Mr. Kiani’s right to receive an option to purchase 300,000 shares of our common stock in fiscal 2017.

•

Additional “Double-Trigger” Restrictions on Right to Terminate Employment for Good Reason following a Change in Control - Amended the agreement to provide that a termination of his employment by Mr. Kiani following a change in control of Masimo will constitute “Good Reason” only if: (1) the change in control was triggered by a change in more than one-third of the directors on our Board during a rolling 24-month period; or (2) following or in connection with a change in control resulting from an acquisition where: (a) the highest level parent entity holding, directly or indirectly, majority voting control of Masimo after the transaction (the “Acquirer Parent”) is not a publicly-traded entity, (b) he does not become the, or is removed from the position of, CEO and

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•	Period for Asserting a “Good Reason” Termination of Employment - Amended the agreement to extend the time period during which Mr. Kiani may provide notice of termination for Good Reason from 90 days to two years following the event giving rise to the “Good Reason” termination.

•

Modification of Severance Payment Reductions - Amended the agreement to eliminate the provision reducing by 10% each year, beginning on January 1, 2018, the 2.7 million shares of our common stock (the “Award Shares”) subject to the RSU agreement issued to Mr. Kiani and the $35.0 million payable to him in the event of certain specified “qualifying” terminations of employment (the “Cash Payment”, and together with the Award Shares, the “Special Payment”). In addition, in the event of a change in control of Masimo prior to a “qualifying” termination of employment, on each of his first and second anniversaries of continuous employment following the change in control, 50% of the Special Payment will vest and become payable; however, in the event of a “qualifying” termination of employment or upon his death or disability prior to either of such anniversaries, any unvested Special Payment will vest and become payable.

•

Modifications to Term of Grantor Trust - Since the period during which he may terminate his employment for Good Reason has been extended, the term of the grantor trust that we must fund immediately prior to a change in control of Masimo was also amended such that the amounts held in the trust will revert to Masimo only in the event that Mr. Kiani’s employment is not terminated on or prior to the fifth anniversary of the change in control in a manner entitling him to such payments.

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•	Base Salaries - Increased the annual base salaries of our NEOs, other than Mr. Young (who joined us in October 2017), by 3%, which was consistent with the increases provided to the other employees of the Company as a whole.

•	Annual Cash Bonuses - Based on our Adjusted Revenues9 and Adjusted EPS9 for fiscal 2017, under our fiscal 2017 Executive Bonus Incentive Plan, paid annual cash bonuses to our NEOs, other than Mr. Young (who joined us in October 2017), for fiscal 2017 ranging from $185,278 to $222,789, and an annual cash bonus in the amount of $1,060,900 to our CEO.

•

Long-Term Incentive Compensation - In June 2017, granted options to purchase shares of our common stock to each of our then-current executive officers (other than our CEO) with a grant date fair value of $284,520 and an option to purchase shares of our common stock to our CEO with a grant date fair value in the amount of $2,845,199, in all cases with an exercise price equal to the fair market value of our common stock on the date of grant. In June 2017, also granted PSU awards for 15,000 shares of our common stock to each of our then-current executive officers (other than our CEO) and a PSU award for 150,000 shares of our common stock to our CEO.

•	Compensation for Mr. Young - In connection with his appointment as our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017, approved the following compensation arrangements for Mr. Young:

◦	an annual base salary of $365,000;

◦	a target annual cash bonus opportunity equal to 50% of his annual base salary;

◦	a “sign-on” bonus of $100,000 and a reimbursement of up to $200,000 for any compensation previously paid to him by his former employer that he must repay as a result of accepting our employment offer letter and joining us, each of which will be subject to repayment if he voluntarily terminates his employment with us prior to October 16, 2020; and

◦	an option to purchase 50,000 shares of our common stock, which will vest, subject to his continued employment with us, over a five year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.

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ü	Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation practices.

ü	Compensation Committee Retains an Independent Compensation Advisor. The Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management.

ü	Annual Executive Compensation Review. At least once a year, the Compensation Committee conducts a review of our compensation strategy.

ü	Compensation At-Risk - Pay For Performance. Our executive compensation program is designed so that a significant portion of our executive officers’ compensation is “at-risk” based on corporate performance, to align the interests of our executive officers and stockholders.

ü

Annual Compensation-Related Risk Assessment. The Compensation Committee considers our compensation-related risk profile to ensure that our compensation plans and arrangements do not create inappropriate or excessive risk and are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee has determined that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company.

ü

Multi-Year Vesting Requirements. To align the interests of our executive officers and stockholders, the time-based equity awards granted to our executive officers vest over a five-year period. In 2017, we granted our executive officers PSU awards that were earned based on the Compensation Committee’s assessment of the associated performance level achievement for fiscal 2017, with any earned shares vesting over a five-year period.

ü

Compensation Recovery (“Clawback”) Policy. We have adopted a compensation recovery (“clawback”) policy, which enables our Board to recover incentive compensation (including gains from equity awards) from our current and former executive officers that is based on erroneous data, received during the three-year period preceding the date on which we become required to prepare an accounting restatement; and is in excess of what would have been paid if calculated under the restatement.

ü	Stock Ownership Policies. We have adopted stock ownership policies for our executive officers and the non-employee members of our Board under which they must accumulate and maintain, consistent with the terms of the guidelines, shares of our common stock.

ü	Annual Stockholder Advisory Vote on Named Executive Officer Compensation. We conduct an annual stockholder advisory vote on the compensation of the NEOs. The Compensation Committee considers the results of this advisory vote during the course of its deliberations on our executive compensation program.

ü	Stockholder Engagement that Includes our Compensation Committee Chair. We engage with our stockholders on executive compensation matters and include our Compensation Committee Chairperson in these engagement activities.

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û	No Guaranteed Bonuses. We do not provide guaranteed bonuses to our executive officers.

û

No Special Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our executive officers other than the plans and arrangements that are available to all employees. Our executive officers are eligible to participate in our defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) , on the same basis as our other employees.

û

No Hedging; Pledging Requires Pre-Approval. We prohibit our employees, including our executive officers, and the non-employee members of our Board from hedging our equity securities. In addition, all pledging of our equity securities by our executive officers and members of our Board must be pre-approved by the Compensation Committee and, as a condition to pre-approving any pledge of our equity securities, the executive officer or member of our Board seeking to pledge securities must clearly demonstrate his or her financial capacity to repay any loan for which securities will be pledged as collateral without resort to the securities to be pledged.

û	No Tax Payments on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) to our executive officers on any perquisites or other personal benefits.

û	No Gross-Up Payments on Post-Employment Compensation Arrangements. We do not provide any tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company.

û	No Special Welfare or Health Benefits. We do not provide our executive officers with any welfare or health benefit programs, other than participation in our broad-based employee programs.

û	No Stock Option Re-pricing. We do not permit options to purchase shares of our common stock to be re-priced to a lower exercise price without the approval of our stockholders. We have never repriced our stock options.

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•	attracts and retains the best executive talent;

•	appropriately aligns our business objectives and stockholder interests;

•	maintains a reasonable balance across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention objectives;

•	motivates our executive officers to achieve our annual and long-term strategic goals and rewards performance based on the attainment of such goals;

•	appropriately considers risk and reward in the context of our business environment and long-range business plans;

•	recognizes individual value and contributions to our success;

•	considers but does not exclusively rely upon competitive market data; and

•	supports our succession planning objectives.

•	attracts and retains talent

•	motivates strong business performance without encouraging excessive risk-taking

•	attract and retain talent

•	drive the achievement of key business results on an annual or multi-year basis

•	recognize individuals based on their contributions

•	performance-based and not guaranteed

•	attract and retain talent

•	drive the achievement of long-term key business results

•	directly tie the interests of executive officers to the interests of our stockholders

•	recognize individuals based on their continued contributions

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•	our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board;

•	each individual executive officer’s skills, experience, and qualifications relative to other similarly-situated executives at companies in our compensation peer group;

•	the scope of each executive officer’s role compared to other similarly-situated executives at companies in our compensation peer group;

•	the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;

•	compensation parity among our executive officers;

◦	our financial performance relative to our compensation and performance peers; and

◦	with respect to his direct reports, the recommendations of our CEO.

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•	consulting with the Compensation Committee chair and other members between Compensation Committee meetings;

•	providing competitive market data based on the compensation peer group for our executive officer positions and evaluating how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group compensate their executives;

•	reviewing and analyzing the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers;

•	assessing executive compensation trends within our industry, and providing updates on corporate governance and regulatory issues and developments;

•	reviewing the Compensation Discussion & Analysis; and

•	assessing compensation risk to determine whether the Company’s compensation policies and practices are reasonably likely to have a material adverse impact on the Company.

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(1)	Mr. de Raad resigned from his position as our Executive Vice President, Finance and Chief Financial Officer on October 16, 2017, but remained as an employee to facilitate the transition to Mr. Young, who was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017.

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•	The cash bonus expense was included in the Adjusted EPS calculation for each level of targeted achievement;

•	Adjusted Revenue excluded royalty revenue, thereby eliminating the impact of any significant fluctuations (either positive or negative) in the amount of such royalty revenue, given our NEOs’ inability to influence such amount;

•	Adjusted Revenue and Adjusted EPS numbers were to be adjusted for the impact of foreign exchange rates (re-set to plan foreign exchange rates);

•	Adjusted EPS excluded unexpected mergers and acquisitions, tax policy changes, GAAP changes, extraordinary items (per GAAP) and costs of unexpected lawsuits;

•	Adjusted EPS excluded the incremental tax benefit related to equity awards pursuant to Accounting Standards Update No. 2016-09 (“ASU 2016-09”), thereby excluding the impact of these potential undeterminable gains, the timing of which are outside of our NEO’s control and the variability of which can be significant year-to-year; and

•	Adjusted EPS was to be calculated based on the assumption of 55,350,000 diluted shares outstanding, thereby excluding any impact of potential stock repurchases or stock option exercises that may occur during the year.

(1)	The fiscal 2017 Executive Bonus Incentive Plan provided that amounts payable thereunder were to be based on the base salary in effect for each NEO as of the end of fiscal 2017. Accordingly, all amounts in this table are based on the base salary in effect for each NEO as of the end of fiscal 2017.

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(1)	Mr. de Raad resigned from his position as our Executive Vice President, Finance and Chief Financial Officer on October 16, 2017, but remained as an employee to facilitate the transition to Mr. Young, who was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017.

(2)	Mr. Young was not eligible for a bonus under the Executive Bonus Incentive Plan for fiscal 2017 since he joined the Company in October 2017.

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(1)

Amounts set forth in this column reflect the grant date fair value of the option awards, computed in accordance with ASC Topic 718. All of these amounts reflect certain assumptions with respect to the option awards and do not necessarily correspond to the actual value that will be recognized by the NEOs. The actual value, if any, that may be realized from an option award is contingent upon the satisfaction of the conditions to vesting in that award, and upon the excess of the stock price over the exercise price, if any, on the date the option award is exercised. See Note 14 of the Notes to Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2017 that was filed with the SEC on February 28, 2018 for a discussion of the assumptions made in determining the grant date fair value of the stock options.

(2)	Mr. de Raad resigned from his position as our Executive Vice President, Finance and Chief Financial Officer on October 16, 2017, but remained as an employee to facilitate the transition to Mr. Young, who was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017.

(3)

Mr. Young was granted an option to purchase 50,000 shares of common stock on October 16, 2017 in connection with his appointment as our Executive Vice President, Finance & Chief Financial Officer. In determining his option award, the Compensation Committee took into consideration the requisite experience and skills that a qualified candidate would need to work in a growing business in a dynamic and ever-changing environment, the competitive market for similar positions at other comparable companies based on a review of compensation survey data and the need to integrate him into our existing executive compensation structure, balancing both competitive and internal equity considerations.

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(1)	Mr. de Raad resigned from his position as our Executive Vice President, Finance and Chief Financial Officer on October 16, 2017 but remained as an employee to facilitate the transition to Mr. Young, who was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017.

(1)	Mr. de Raad resigned from his position as our Executive Vice President, Finance and Chief Financial Officer on October 16, 2017 but remained as an employee to facilitate the transition to Mr. Young, who was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017.

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•	based on erroneous data;

•	received during the three-year period preceding the date on which we become required to prepare an accounting restatement; and

•	in excess of what would have been paid if calculated under the restatement.

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(1)

Amounts set forth in the “Stock Awards” and “Option Awards” columns for 2015, 2016 and 2017 reflect the grant date fair value of stock and option awards granted in the year indicated, computed in accordance with ASC Topic 718 authoritative accounting guidance. All of these amounts reflect certain assumptions with respect to the stock and option awards and do not necessarily correspond to the actual value that will be recognized by the NEOs. The actual value, if any, that may be realized from a stock award or an option award is contingent upon the satisfaction of the conditions to vesting in that award, and, in the case of option awards, upon the excess of the stock price over the exercise price, if any, on the date the option award is exercised. See Note 14 of the Notes to Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2017 that was filed with the SEC on February 28, 2018 for a discussion of the grant date fair value of the stock awards and the assumptions made in determining the grant date fair value of the RSUs and stock options granted in our fiscal years 2015, 2016 and 2017.

(2)	All amounts for fiscal 2017 were paid pursuant to the Executive Bonus Incentive Plan. All amounts for fiscal 2015 and 2016 were paid pursuant to our prior executive bonus plans.

(3)	This column excludes amounts included in the “Stock Awards” column of $111,915,000 for Mr. Kiani, which represents the grant date fair value of an award of 2.7 million RSUs with contingent vesting granted to Mr. Kiani in November 2015 in connection with the amendment and restatement of his employment agreement.

(4)

Consists of $6,670 in retirement savings plan matching contributions, $4,234 related to certain unreimbursed incremental costs of personal travel-related expenses incurred by Mr. Kiani, $108,343 related to the net incremental costs of certain lodging, meals and other travel-related expenses incurred by his family and household members accompanying him during certain business travel pursuant to Mr. Kiani’s employment agreement (see “—Employment Arrangements with Named Executive Officers—Employment Agreement with Mr. Kiani” on page 70 of this Proxy Statement), and $33,059 related to the net incremental costs of security personnel and security services provided to Mr. Kiani during certain personal, non-business-related occasions, which represents the actual amounts paid by the Company for such security arrangements for Mr. Kiani that were not security arrangements provided at the Company’s business facilities, and for business travel. We have established a security program for Mr. Kiani that provides physical and personal security services as they may, from time to time, be deemed necessary. This security program is not limited to providing security services only at business facilities or functions or during business-related travel and can include providing security services during certain non-business occasions, including at his primary residence and during personal travel. We do not consider any such security services to be personal benefits as the requirement for this occasional security is directly the result of Mr. Kiani’s role as our CEO and as our CEO, his personal safety is vital to our continued success.

(5)

Represents the original grant date fair value of an award of 2.7 million RSUs with contingent vesting granted to Mr. Kiani in November 2015 in connection with the amendment and restatement of his employment agreement. In July 2017, Mr. Kiani’s employment agreement was amended, at which time the 2.7 million RSUs were remeasured, resulting in a revaluation of the modified award under ASC Topic 718 to $259,011,000, representing the fair value of the RSUs as of the date of the amendment to the employment agreement. See “—Employment Arrangements with Named Executive Officers—Employment Agreement with Mr. Kiani” on page 70 of this Proxy Statement for additional information related to this RSU award, including vesting provisions. The Summary Compensation Table does not reflect any 2017 expense with respect to this amendment since the fair value of the award immediately prior to the amendment was the same as the fair value of the award immediately after the amendment.

(6)	Mr. Young was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017, succeeding Mr. de Raad as our Executive Vice President, Finance & Chief Financial Officer.

(7)	Consists of $7,950 in retirement savings plan matching contributions and $300 in employer HSA contributions.

(8)	Consists of a “sign-on” bonus of $100,000 and a reimbursement of up to $200,000 for any compensation that Mr. Young must repay to his former employer for accepting our employment offer letter and commencing employment with the Company, each of which will be subject to repayment if Mr. Young voluntarily terminates his employment with us prior to October 16, 2020.

(9)	Consists of $7,950 in retirement savings plan matching contributions.

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(1)

Represents possible payments under the Executive Bonus Incentive Plan based on the base salary in effect for each NEO as of March 16, 2017, the grant date of the award. The fiscal 2017 Executive Bonus Incentive Plan provided that amounts payable thereunder would be based on the base salary in effect for each NEO as of the end of fiscal 2017, and actual payouts were therefore based on base salaries as of the end of fiscal 2017.

(2)	This PSU award was tied to specific 2017 Adjusted Operating Profit Margin objectives.

(3)	This option vests over a five-year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date.

(4)

For PSUs, amounts reflect the fair value of the award as of the grant date assuming achievement of the “target” performance achievement level. For stock options, amounts reflect the fair value per share as of the grant date of the award multiplied by the number of shares granted. Regardless of the value on the grant date, the actual value will depend on the market value of our common stock on a date in the future when an award vests or stock option is exercised.

(5)	Mr. Young was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017, succeeding Mr. de Raad as our Executive Vice President, Finance & Chief Financial Officer.

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(1)

For each NEO, the shares listed in this table are subject to a single stock option award carrying the varying exercise prices as set forth herein. The shares subject to each stock option vest over a five-year period, with 20% of the shares subject to the option vesting on each anniversary of the grant date, with partial or full vesting under certain circumstances upon a change in control of Masimo or various events specified in the NEO’s employment agreement or severance agreement, if applicable. The option awards remain exercisable until they expire ten years from the date of grant subject to earlier expiration following termination of employment.

(2)

Represents the original grant date fair value of an award of 2.7 million RSUs with contingent vesting granted to Mr. Kiani in November 2015 in connection with the amendment and restatement of his employment agreement. In July 2017, Mr. Kiani’s employment agreement was amended, at which time the 2.7 million RSUs were remeasured, resulting in a revaluation of the modified award under ASC Topic 718 to $259,011,000, representing the fair value of the RSUs as of the date of the amendment to the employment agreement.

(3)	Mr. Young was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017, succeeding Mr. de Raad as our Executive Vice President, Finance & Chief Financial Officer.

(4)	Represents the threshold number of shares issuable pursuant to this PSU award. The target number of shares issuable pursuant to this PSU award was 100,000 shares and the grant date fair value of such 100,000 shares was $9,087,000. The maximum number of shares issuable pursuant to this PSU award was 150,000 shares and the grant date fair value of such 150,000 shares was $13,630,500.

(5)	Represents the threshold number of shares issuable pursuant to this PSU award. The target number of shares issuable pursuant to this PSU award was 10,000 shares and the grant date fair value of such 10,000 shares was $908,700. The maximum number of shares issuable pursuant to this PSU award was 15,000 shares and the grant date fair value of such 15,000 shares was $1,363,050.

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(1)	The value realized equals the excess of the fair market value of our common stock at the date of exercise over the option exercise price, multiplied by the number of shares for which the option was exercised.

(2)	Mr. de Raad resigned from his position as our Executive Vice President, Finance and Chief Financial Officer on October 16, 2017. Mr. Young was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017, succeeding Mr. de Raad as our Executive Vice President, Finance & Chief Financial Officer.

•	Eligibility to receive a base salary of $1,000,000 per year, which is subject to adjustment by our Board or the Compensation Committee, and was adjusted to $1,060,900 per year in July 2017.

•

Eligibility to receive an annual bonus equal to 100% of his base salary in the event we attain certain performance criteria set by our Board or the Compensation Committee under our annual incentive plan for our executive officers. The bonus payable will not be increased above the payment level determined based on actual achievement of the applicable performance criteria. In addition, Mr. Kiani’s annual bonus payable if all applicable performance criteria are achieved at maximum levels will not exceed 200% of his base salary.

•

Under the prior employment agreement, during fiscal year 2016, Mr. Kiani was granted a non-qualified stock option to purchase an aggregate of at least 300,000 shares of common stock that vests at a rate of 20% per year, with an exercise price per share equal to 100% of the fair market value of one share of common stock on the date of grant. Under the Amended CEO Agreement, Mr. Kiani is eligible to receive equity awards with a value at least consistent with equity awards granted to comparable CEOs of comparable companies (taking into account revenues,

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•	Right to participate in or receive benefits under all of our employee benefits plans and to be eligible to participate in any pension plan, profit-sharing plan, savings plan, stock option plan, life insurance, health-and-accident plan or similar arrangements made available to members of our management.

•

Reimbursement for all reasonable expenses incurred and paid by him in the course of the performance of his duties under the Amended CEO Agreement and reimbursement for all reasonable travel and lodging expenses for his family and household members in the event they accompany him during business travel, which includes travel and hospitality expenses for first class airplane travel and accommodations, including travel by private or chartered aircraft. To the extent inconsistent with the Amended CEO Agreement, Mr. Kiani is exempt from our travel and expense policy and our expense reimbursement policy.

•	If Mr. Kiani’s employment is terminated for cause, he is entitled to receive his full base salary through the date of termination.

•

If Mr. Kiani’s employment is terminated as a result of his death, his designee or estate is entitled to receive his full base salary through the date of termination and an additional amount equal to 50% of his base salary then in effect as of the date of his death for each of three consecutive years following his death, which will be paid in substantially equal monthly installments over the three-year period.

•	If Mr. Kiani’s employment is terminated as a result of his disability, he is entitled to receive his full base salary through the date of termination and an additional amount equal to 75% of his base salary then in effect for each of two consecutive years following the date of termination, which will be paid in substantially equal monthly installments over the two-year period.

•	In the event (i) we terminate Mr. Kiani’s employment other than for cause, death or disability, or (ii) Mr. Kiani terminates his employment with us for Good Reason (each, a “Qualifying Termination”), Mr. Kiani will receive the following payments and benefits:

◦	payment of an amount equal to his full base salary through the date of termination, if applicable, and an additional amount equal to twice the sum of his base salary then in effect and the average annual bonus paid to him over the prior three years, which will be paid in installments over two years pursuant to our normal payroll practices; and

◦	all of his outstanding options and other equity awards will immediately vest.

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•

termination for “cause” generally means his termination of employment as a result of his willful and continued failure to substantially perform his duties under the Amended CEO Agreement, his willful engaging in gross misconduct materially injurious to us or his willful violation of the confidentiality and trade secret protection provisions contained in a restrictive covenant agreement with us if the violation results in demonstrably material injury to us. Any termination for cause must be approved by at least 75% of the entire membership of our Board.

•

termination for “Good Reason” generally means a termination of his employment by Mr. Kiani subsequent to (A) a diminution in his responsibilities, duties and authority, including him ceasing to serve as CEO of the Company or him ceasing to serve as Chairman of the Board or the designation of any director other than him as the lead director of the Board, (B) any reduction in his rate of compensation or fringe benefits, (C) Masimo’s failure to comply with certain obligations relating to his compensation or place of work, (D) the provision of a notice not to renew the Amended CEO Agreement by Masimo, or (E) (1) a change in control (as defined below) was triggered as a result of a change in more than one third of the directors on the Board during a rolling twenty-four month period, or (2) following, or in connection with, a “change in control” triggered as a result of an acquisition, (i) the highest level of parent entity holding, directly or indirectly, majority voting control of the Company after the “change in control” (the “Acquirer Parent”) is not a publicly-traded company, (ii) he does not become the, or is removed from the position of, CEO and Chairman of the Board of the Acquirer Parent, with such position being on terms and conditions reasonably acceptable to him, provided that the terms and conditions of employment providing for total compensation with a value comparable to the total compensation paid to the chief executive officers of comparable companies shall be deemed to be reasonable, or (iii) any other director is designated the lead director of the board of directors of the Acquirer Parent; provided that, in the case of clauses (A), (B), (C) and (E) above, “Good Reason” will not be deemed to exist unless certain notice and cure period conditions are met and his resignation for Good Reason is effective within thirty days after the expiration of the cure period.

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•

a “change in control” generally means (i) the acquisition by any person or group of more than 35% of our outstanding voting stock, (ii) the acquisition of our assets that have a total fair market value of 40% or more of the total fair market value of all of our assets immediately before the acquisition by any person or group, or (iii) a change in more than one third of the directors on our Board during a rolling 24-month period. For purposes of determining whether a change in control has occurred, a director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to, a consent solicitation, relating to the election of directors of the Company) whose election by the Board or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the directors then in office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved will be treated as a member of the Board at the beginning of the 24-month period.

•	the participant must execute, within 60 days of termination, a general release of claims (which becomes irrevocable within such 60-day period), a non-disparagement agreement, an intellectual property nondisclosure agreement, and a non-competition agreement that covers the period during which the participant is receiving severance benefits;

•	a participant entitled to the basic benefit must not have received any change in control severance benefits under the Severance Plan or any severance benefits equal to, or better than, the basic severance benefits pursuant to another arrangement between the participant and us;

•	a participant entitled to the change in control benefit must not have received any basic severance benefits under the Severance Plan or any severance benefits equal to, or better than, the change in control severance benefits pursuant to another arrangement between the participant and us; and

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•	the participant must waive any and all rights, benefits and privileges to severance benefits that he might otherwise be entitled to receive under any other oral or written plan, employment agreement, or arrangement with us.

•	an amount equal to annual salary determined at the highest rate in effect during the one-year period immediately prior to the date of termination, paid in installments according to normal payroll practices over 12 months commencing within 60 days following the participant’s termination;

•	COBRA continuation coverage at Company expense during the 12 months following termination; and

•	the right to purchase life insurance through the Company during the 12 month period following his termination.

•

if the participant has a covered termination because his current job is not offered to him on the date of the change in control, the participant will receive (i) an amount equal to his annual salary determined at the highest rate in effect during the one-year period immediately prior to the date of the covered termination, plus the average annual bonus paid to him over the three-year period prior to the change in control, and (ii) life insurance for the 12-month period following his termination;

•	if the participant has a covered termination for a reason not described in the preceding clause, instead of one times base salary, he will receive two times base salary;

•	the participant will receive COBRA continuation coverage at Company expense during the 12-month period following his termination; and

•	upon the change in control, 50% of the participant’s unvested stock options and other equity-based awards shall be fully accelerated as of the change in control and 100% of the unvested stock options and other equity-based awards shall be fully accelerated upon the participant’s termination under circumstances that entitle him to change in control severance benefits noted above.

•	“cause” generally means the participant’s: (i) refusal or failure to perform his duties with us or to comply in all respects with our policies or the policies of any affiliate of ours after notice of a deficiency and failure to cure the deficiency within three business days following notice from us, unless he has delivered a bona fide notice of

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•

“change in control” generally means: (i) a merger or consolidation or a sale of all or substantially all of our assets unless more than 50% of the voting securities of the surviving or acquiring entity are held by our stockholders as of immediately prior to the transaction; (ii) the approval by our stockholders of the sale of all or substantially all of our assets; or (iii) without the prior approval of our Board, the acquisition by any person or group of securities representing beneficial ownership of 50% or more of our outstanding voting securities.

•

“Good Reason” generally means, provided that the executive has provided us with notice of one of the following events within 15 days after it occurs, and we fail to cure the event within 30 days after receiving notice from the executive: (i) any material reduction by us in the participant’s annual salary; (ii) any requirement that the participant change his principal location of work to any location that is more than 40 miles from the address of our current principal executive offices; or (iii) any material change in the participant’s responsibilities.

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(1)	Consists of the value of in-the-money stock options and 100% of the unvested PSUs (on the basis of 100% target achievement) that were held by Mr. Kiani as of December 30, 2017, the vesting of which would be accelerated.

(2)	Upon the qualifying event, all of Award Shares subject to the RSU award granted to Mr. Kiani under the Amended CEO Agreement will become vested. The amount represents the value of 100% of the Award Shares subject to the RSU award based on the closing stock price of $84.80 per share.

(3)	Subject to Mr. Kiani’s continuous employment following a Change in Control, 50% of the Award Shares will vest on each of the first two anniversaries of such Change in Control. The amount represents the value of the Award Shares subject to the RSU award based on the closing stock price of $84.80 per share.

(4)	Upon the qualifying event, the Company shall pay to Mr. Kiani the Cash Payment as consideration for his agreement to comply with certain non-competition and non-solicitation obligations under a non-competition and confidentiality agreement between Masimo and Mr. Kiani, and will be subject to repayment to Masimo if Mr. Kiani materially breaches any of such obligations.

(5)	Subject to Mr. Kiani’s continuous employment following a Change in Control, 50% of the Cash Payment will vest and become payable on each of the first two anniversaries of such Change in Control.

(6)	Presumes a remaining term of one year. Comprised of the cash equivalent of the Company’s cost of standard employee benefits, including health, dental and vision insurance for Mr. Kiani and his eligible dependents for 12 months, and life, accidental death and dismemberment and long-term disability insurance for Mr. Kiani for 12 months.

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(1)	As of December 30, 2017, Mr. Young’s equity awards consisted solely of stock options, none of which were in-the-money.

(1)	Consists of the value of 100% of the in-the-money stock options and 100% of the unvested PSUs (on the basis of 100% target achievement) that were held by Mr. Sampath as of December 30, 2017, the vesting of which would be accelerated.

(2)	Consists of the value of 50% of the in-the-money stock options 50% of the unvested PSUs (on the basis of 50% target achievement) that were held by Mr. Sampath as of December 30, 2017, the vesting of which would be accelerated.

(3)	Assumes that Mr. Sampath does not commence employment with another employer during the period from December 31, 2017 through December 31, 2018.

(4)	Comprised of health, dental and vision insurance benefits for Mr. Sampath and his dependents for 12 months.

(5)	Comprised of health, dental and vision insurance benefits for Mr. Sampath and his dependents for 12 months and life insurance for Mr. Sampath for 12 months.

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(1)	Consists of the value of 100% of the in-the-money stock options and 100% of the unvested PSUs (on the basis of 100% target achievement) that were held by Mr. Coleman as of December 30, 2017, the vesting of which would be accelerated.

(2)	Consists of the value of 50% of the in-the-money stock options and 50% of the unvested PSUs (on the basis of 100% target achievement) that were held by Mr. Coleman as of December 30, 2017, the vesting of which would be accelerated.

(3)	Assumes that Mr. Coleman does not commence employment with another employer during the period from December 31, 2017 through December 31, 2018.

(4)	Comprised of health, dental and vision insurance benefits for Mr. Coleman and his eligible dependents for 12 months.

(5)	Comprised of health, dental and vision insurance benefits for Mr. Coleman and his eligible dependents for 12 months and life insurance for Mr. Coleman for 12 months.

(1)	Consists of the value of 100% of the in-the-money stock options and 100% of the unvested PSUs (on the basis of 100% target achievement) that were held by Mr. McClenahan as of December 30, 2017, the vesting of which would be accelerated.

(2)	Consists of the value of 50% of the in-the-money stock options and 50% of the unvested PSUs (on the basis of 100% target achievement) that were held by Mr. McClenahan as of December 30, 2017, the vesting of which would be accelerated.

(3)	Assumes that Mr. McClenahan does not commence employment with another employer during the period from December 31, 2017 through December 31, 2018.

(4)	Comprised of health, dental and vision insurance benefits for Mr. McClenahan and his eligible dependents for 12 months.

(5)	Comprised of health, dental and vision insurance benefits for Mr. McClenahan and his eligible dependents for 12 months and life insurance for Mr. McClenahan for 12 months.

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•	the median of the annual total compensation of all employees of our Company (other than our CEO) was $105,326; and

•	the annual total compensation of our CEO, Mr. Kiani, was $14,190,855.

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•	reviewed and discussed our audited financial statements with management and Grant Thornton LLP, the independent registered public accounting firm;

•	discussed with Grant Thornton LLP the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and

•	received from Grant Thornton LLP the written disclosures and the letter regarding their communications with the Audit Committee concerning independence as required by the Public Company Accounting Oversight Board and discussed the auditors’ independence with them.

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(1)

Audit fees consist of fees billed for services rendered for the audit of our consolidated annual financial statements, including performance of the attestation procedures required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended, review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Grant Thornton LLP in connection with statutory and regulatory filings or engagements.

(2)

Audit-related fees consist of fees for assurance and related services that are traditionally performed by our independent registered public accounting firm and include fees reasonably related to the performance of the audit or review of our interim consolidated financial statements and not reported under the caption “Audit Fees”. For the fiscal year ended December 30, 2017, these services included fees primarily for the audit of our retirement savings plan. For the fiscal year ended December 31, 2016, these services included fees primarily for the audit of our retirement savings plan.

(3)	Tax fees consist of fees for preparation of our federal and state income tax returns, general consultation and international tax research.

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•	Total revenues, including royalties and other revenue, increased 14.9% to $798.1 million, compared to $694.6 million in fiscal 2016, and significantly exceeded our original fiscal 2017 financial guidance of $752.0 million.

•	Total product revenues increased 11.7% to $741.3 million, compared to $663.8 million in fiscal 2016, and significantly exceeded our original fiscal 2017 financial guidance of $717.0 million.

•	Masimo rainbow® product revenues increased 14.9% to $76.6 million, compared to $66.7 million in fiscal 2016, significantly exceeded our original 10% rainbow® revenue growth guidance.

•	Masimo SET® and rainbow SET™ shipments totaled 203,100 units, exceeding our internal target of 190,000 units.

•	Non-GAAP operating profit margin16 (as a percentage of total revenues) improved 290 basis points to 24.9%15 as compared to 22.0%15 in fiscal 2016.

•	Non-GAAP EPS17 increased 26.3% to $2.4516, compared to $1.9416 per share in fiscal 2016.

•	Masimo repurchased a total of 804,000 shares of common stock throughout the year for a total cash investment of $66.3 million.

•	Strong financial and operating performance metrics, including:

◦	Return on assets of 15%,

◦	Return on capital of 19%, and

◦	Return on equity of 19%.

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•	Adoption of the 2017 Equity Plan, which was approved by our stockholders at the 2017 Annual Meeting of Stockholders. The 2017 Equity Plan, among other things, eliminates the annual “evergreen” provision contained in the 2007 Stock Incentive Plan;

•	Adoption of the Executive Bonus Incentive Plan, which was approved by our stockholders at the 2017 Annual Meeting of Stockholders, which provides for performance-based bonus awards for our executive officers; and

•	Refinements to the 2018 long-term equity incentive awards, including the award of PSUs with three-year “cliff” vesting based on our actual performance as measured against pre-established performance objectives for fiscal 2020.

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•	each person or group known to us to be the beneficial owner of more than five percent of our common stock;

•	each of our directors;

•	each of our named executive officers; and

•	all of our current directors and executive officers as a group.

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*	Less than one percent.

(1)	For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of shares of common stock outstanding as of March 31, 2018, plus the number of shares of common stock that such person or group had the right to acquire within 60 days after March 31, 2018.

(2)

Comprised of 119,241 shares held directly, 2,313,453 shares held in two trusts for which Mr. Kiani is the sole trustee, 1,491,209 shares held in four trusts for which Mr. Kiani is not the trustee, 9,000 shares held by an immediate family member of Mr. Kiani for which Mr. Kiani shares voting and dispositive power, options to purchase 1,980,000 shares of Masimo common stock that were exercisable as of March 31, 2018 or that have or will become exercisable within 60 days after March 31, 2018, and 10,373 shares held for the Reporting Person’s account under the Masimo Retirement Savings Plan. As of March 31, 2018, an aggregate of 582,209 shares of common stock owned by the Kiani Family Remainder Trust and beneficially owned by Mr. Kiani were pledged as collateral for a personal loan issued to the trustee of the Kiani Family Remainder Trust. See “Executive Compensation—Compensation Discussion and Analysis—Other Compensation Policies and Practices” on page 60 of this Proxy Statement.

(3)	Mr. Young was appointed our Executive Vice President, Finance & Chief Financial Officer effective October 16, 2017, succeeding Mr. de Raad as our Executive Vice President, Finance & Chief Financial Officer.

(4)	Comprised of 11,272 shares of common stock held directly and options to purchase 144,000 shares of common stock that are exercisable within 60 days after March 31, 2018.

(5)	Comprised of 9,201 shares of common stock held directly and options to purchase 86,000 shares of common stock that are exercisable within 60 days after March 31, 2018.

(6)	Comprised of 2,000 shares of common stock held directly and options to purchase 54,000 shares of common stock that are exercisable within 60 days after March 31, 2018.

(7)	Comprised of 63,249 shares of common stock held directly, options to purchase 94,000 shares of common stock that are exercisable within 60 days after March 31, 2018.

(8)	Comprised of 68,249 shares of common stock held directly, options to purchase 64,000 shares of common stock that are exercisable within 60 days after March 31, 2018.

(9)	Comprised of 3,385 shares of common stock held directly.

(10)	Comprised of options to purchase 80,000 shares of common stock that are exercisable within 60 days after March 31, 2018.

(11)	Comprised of shares included under “Named Executive Officers and Directors”, other than with respect to Mr. de Raad, 71,000 shares of common stock owned directly by one of our other executive officers and options to purchase an aggregate of 170,900 shares of common stock held by two of our other executive officers that are exercisable within 60 days after March 31, 2018.

(12)	BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A on January 19, 2018, reporting that it had sole dispositive power with respect to an aggregate of 7,247,465 shares in its capacity as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act. BlackRock’s address is 55 East 52nd Street, New York, New York 10055.

(13)

The Vanguard Group (“Vanguard”) filed a Schedule 13G/A on February 9, 2018, reporting that it had sole voting power with respect to 88,064 shares, shared voting power with respect to 6,300 shares, sole dispositive power with respect to 4,848,913 shares, shared dispositive power with respect to 90,630 shares and beneficial ownership of an aggregate of 4,939,543 shares in its capacity as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355.

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(1)	Includes 2,707,915 RSUs and PSUs that were unvested and outstanding as of December 30, 2017.

(2)	The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs and PSUs, which have no exercise price.

(3)	Comprised of the 2007 Stock Incentive Plan and the 2017 Plan.

(4)	As of December 30, 2017, we did not have any equity compensation plans that were not approved by our stockholders.

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•	any person who is or was a director or executive of ours since the beginning of our immediately preceding fiscal year or an immediate family member of, or person sharing a household with, any of the foregoing individuals;

•	any person known by us to be the beneficial owner of more than five percent of any class of our outstanding voting securities or, if the beneficial owner is an individual, an immediate family member of, or person sharing a household with, any of the foregoing individuals; and

•	any firm, corporation or other entity in which any of the foregoing individuals is employed or is a general partner or principal or in a similar position, or in which any of the foregoing individuals has a five percent or greater beneficial interest.

•	employment and compensation of our executive officers, subject to certain exceptions;

•	compensation of our directors, subject to certain exceptions;

•	certain transactions between us and an unrelated third party entity in which the related person’s only relationship with the third party is as an employee (other than an executive officer), director or beneficial owner of less than 10% of the other entity’s shares, subject to certain limitations;

•	certain contributions to the Masimo Foundation and certain other charitable contributions; and

•	transactions in which all of our security holders receive the same benefit on a pro rata basis.

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