MASIMO CORP — Annual Report 2023

Jun 28, 2023

11-K 1 masi-20230627x11k.htm 11-K Document created using Wdesk Copyright 2023 Workiva Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM 11-K

_____

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33642

_____

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

MASIMO

RETIREMENT SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

MASIMO CORPORATION

52 Discovery

Irvine, California 92618

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MASIMO

RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

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Report of Independent Registered Public Accounting Firm – Grant Thornton LLP	3
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2022 and December 31, 2021	4
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2022	5
Notes to Financial Statements	6
Supplemental Schedule:
Schedule H, Line 4(i) – Schedule of Assets (Held a t End of Year)	11
Signature	13

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator and Plan Participants

Masimo Retirement Savings Plan

Opinion on the financial statements

We have audited the accompanying statements of net assets available for benefits of Masimo Retirement Savings Plan (the “Plan”) as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental information

The supplemental information in the accompanying schedule, Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2022 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ GRANT THORNTON LLP

We have served as the Plan’s auditor since 2010.

Bellevue, Washington

June 27, 2023

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MASIMO

RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

	As of December 31, — 2022	2021
ASSETS
Investments, at fair value	$ 174,436,831	$ 186,926,794
Receivables:
Notes receivable from participants	1,590,037	1,436,534
Due from broker for unsettled securities sold	29,528	114,799
Total receivables	1,619,565	1,551,333
LIABILITIES
Other liabilities	339,791	—
Total liabilities	339,791	—
Net assets available for benefits	$ 175,716,605	$ 188,478,127

The accompanying notes are an integral part of these financial statements.

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MASIMO

RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

	Year Ended December 31, 2022
ADDITIONS AND DEDUCTIONS TO NET ASSETS
Contributions:
Participant deferral contributions	$ 15,751,019
Participant rollover contributions	20,218,666
Employer contributions	4,484,556
Total contributions	40,454,241
Investment income (loss):
Dividends	6,794,132
Net depreciation in fair value of investments	(48,313,677)
Net investment (loss)	(41,519,545)
Interest income on notes receivable from participants	73,732
Distributions to participants	(11,607,629)
Plan administrative expenses	(162,321)
Net decrease in net assets available for benefits	(12,761,522)
Net assets available for benefits, at beginning of year	188,478,127
Net assets available for benefits, at end of year	$ 175,716,605

The accompanying notes are an integral part of these financial statements.

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MASIMO

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1. Description of the Plan

The following description of the Masimo Retirement Savings Plan (the Plan) is provided for general information purposes only. Plan participants should refer to the Plan document for more complete information.

General

The Plan is a cash deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code), covering U.S. employees of Masimo Corporation (the Company or Masimo) or one of its U.S. subsidiaries. The Plan was established for the purpose of providing retirement benefits for U.S. employees of the Company. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Code with a salary reduction feature qualified under Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by the 401(k) Committee (Plan Management), members of which are appointed by the Company’s Board of Directors. Fidelity Management Trust Company (Fidelity) is a fiduciary of the Plan and also serves as the record keeper to maintain the individual accounts of each Plan participant. The Plan was originally adopted in April 1995, and has been amended at various times through December 31, 2022.

Eligibility

Employees who are at least 18 years of age and on the U.S. payroll of the Company or its U.S. subsidiaries are eligible to participate in the Plan as of the first date of employment with the Company or one of its U.S. subsidiaries, and are eligible to contribute to the Plan on the first day of the month concurrent with or following the first date of employment.

Related to the acquisition of LiDCO Group, PLC (LiDCO) and the merger of the U.S. LiDCO employees into Masimo Corporation, Masimo amended the Plan to provide service credit to those employees that were actively employed by LiDCO as of the date of the acquisition, February 2, 2021. This amendment was entered with an effective date of February 1, 2022.

On April 11, 2022, Masimo Corporation completed the acquisition of Viper Holdings Corporation. As part of this acquisition, employees of two of Viper Holdings Corporation’s subsidiaries, DEI Sales, Inc. and D&M Holdings, Inc., became eligible to participate in the Plan through a participating employer arrangement. The Plan was amended to provide for this arrangement on April 11, 2022.

Contributions

Employees may elect to defer a percentage of their eligible compensation into the Plan. Compensation deferrals cannot exceed the maximum deferral, as determined by the Internal Revenue Service (IRS) each year. Such deferral limitation was 80% of compensation up to a maximum deferral of $20,500 in 2022. Employees who attained the age of 50 on or before December 31, 2022 were eligible to make additional catch-up contributions of up to $6,500 during 2022.

During the year ended December 31, 2022, the Company matched 100% of a participant’s salary deferral, up to a maximum deferral of 3% of each participant’s compensation for the pay period. The Company’s maximum aggregate matching contribution per participant was $9,150 in 2022. The Company has the right under the Plan to discontinue or modify its matching contributions at any time. In order to be eligible for matching contributions, a participant need not complete any service requirement. As of the year ended December 31, 2022, the Plan includes an employer match on catch-up contributions. In addition, the Plan includes an after-tax contribution provision, which allows participants to make annual after-tax contributions of up to 10% of their salary and is limited to 80% of compensation.

Pursuant to the Plan Adoption Agreement, Matching Employer Contributions are made with each eligible participants contribution up to the match limits. At the end of each plan year, a true up calculation is performed and an additional Employer Contribution is made, as necessary, to ensure all eligible participant contributions are fully matched up to the full annual match limit for the full plan year.

For the 2022 plan year, the additional “true up” employer match totaled $219,413, which was funded by forfeitures.

Each eligible participant’s account is credited with (a) the participant’s contributions, (b) the Company’s matching contributions, and (c) an allocation of interest, dividends and any change in the market value of the various investment funds. Plan earnings, by investment fund, are allocated daily by the asset custodian on the basis of the ratio that each eligible participant’s account balance in the fund bears to the total account balances of all participants in the respective fund.

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

The Company may also make discretionary contributions to the Plan in such amounts as determined by resolution of the Board of Directors. There were no discretionary contributions for the year ended December 31, 2022.

Investment Options

Participants direct the investment of their contributions and the Company’s matching contributions into various investment options offered by the Plan. The Plan currently offers investments in selected mutual funds, a Collective Investment Trust (CIT), and Masimo common stock.

Vesting

Participant contributions are fully vested when made. Participants in the Plan receive vesting credit for the Company’s matching contributions based upon years of service, beginning with the date of employment with the Company or one of its subsidiaries, as follows:

Years of Service (Whole Years)	Vesting
Less than 2	0 %
2	50 %
3	75 %
4 or more	100 %

On June 6, 2022, the Plan was amended to reflect a change in the vesting schedule to 25% annual vesting beginning after one year of service, and then an additional 25% for each additional year of service thereafter. This change only applies to active plan participants with any amount of service time on or after June 1, 2022.

Years of Service (Whole Years)	Vesting
Less than 1	0 %
1	25 %
2	50 %
3	75 %
4 or more	100 %

Distributions and Payments of Benefits

The normal retirement age is 65. Participants who incur a termination of employment prior to their normal retirement age are entitled to that portion of their Plan benefits earned to date, with vesting based upon the whole years of service credited as of the date of termination. In addition, “in-service” distributions may be requested by active employees that have reached age 59½, that have made rollover contributions into the Plan or that qualify for a financial hardship distribution in accordance with the Code.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and/or to terminate the Plan, subject to the provisions of ERISA. In the event of termination of the Plan, participants will become fully vested in their accounts.

Forfeitures

Forfeitures of terminated participants’ non-vested account balances may be used to pay administrative expenses or to reduce employer matching contributions. During the year ended December 31, 2022, no forfeitures were used to pay administrative expenses and $367,022 of forfeitures were used to reduce employer matching contributions. As of December 31, 2022 and December 31, 2021, the unallocated forfeiture balance was $178,831 and $7,382, respectively.

Administrative Expenses

Administrative expenses, which consist primarily of participant and recordkeeping fees, were paid directly from participants’ accounts. Certain administrative costs of the Plan were paid by the Company and not paid out of the Plan’s assets.

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MASIMO

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

Notes Receivable from Participants

Notes receivable from participants are secured by the participant’s account balance and may not exceed the lesser of 50% of the participant’s account balance or $50,000 in the aggregate for any individual participant. The number of outstanding notes per participant is limited to one. Notes related to the purchase of a participant’s primary residence may not exceed a term of ten years. The term of all other notes may not exceed five years. For the years ended December 31, 2022 and December 31, 2021, the annual interest rate of all notes outstanding ranged from 4.25% to 8.00%. Principal and interest are paid ratably through payroll deductions.

2. Summary of Significant Accounting Policies

Basis of Accounting

The Plan’s financial statements are prepared on the accrual basis, in conformity with accounting principles generally accepted in the United States of America (GAAP).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements.

Risks and Uncertainties

The Plan assets consist of various investments which are exposed to a number of risks, including interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan Administrator determines the Plan’s valuation policies utilizing information provided by the investment advisers and custodians. See Note 3 for discussion of fair value measurements.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are accrued on the ex-dividend date. Net appreciation in the fair value of investments includes the Plan’s net gains and losses on investments bought and sold, as well as held, during the year.

Mutual funds and Masimo Corporation common stock are valued at the quoted market prices. Units of the collective investment trusts are valued at net asset value (NAV) as a practical expedient to fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividend income is accrued on the ex-dividend date.

Payment of Benefits

Benefit payments to participants are recorded when paid.

Contributions

Contributions made by participants and the employer are recorded on an accrual basis. Contributions are recognized during the period in which the related compensation was earned and paid to a participant.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2022 or December 31, 2021. Delinquent loans are reclassified as distributions based upon the terms of the Plan document.

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MASIMO

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

3. Fair Value Measurements

The authoritative guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly; such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following is a description of the valuation methodologies used by the Plan for assets measured at fair value. There have been no changes to the methodologies used at December 31, 2022 and December 31, 2021.

Mutual Funds

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are actively traded.

Collective Investment Trusts (CITs)

A CIT invests in stable value investment contracts (Stable Value Contracts) issued by life insurance companies, banks and other financial institutions, fixed income instruments that underlie Stable Value Contracts and other money market instruments. Under a Stable Value Contract, the issuer of the contract agrees, subject to contract conditions, to make payments representing redemptions from the Fund for participant-initiated benefit payments at “contract value” which is generally equal to the principal plus accrued interest of the underlying investments. This “benefit responsiveness” is designed to allow the CIT to maintain participant balances at book value (except under certain circumstances set forth within the Stable Value Contracts) while the impact of market fluctuations on investor account balances is potentially smoothed via periodic adjustments to the daily rate of return credited to investors. The Plan has only one CIT, which is the Goldman Sachs Stable Value Collective Investment Trust Class IV. As a practical expedient, the fair value of the CIT is reported based on the NAV of the CIT units since such units are not actively traded on a public market. There is a twelve month notice period for the CIT that can be enforced by Goldman Sachs before allowing a complete redemption by the Plan and there were no unfunded commitments.

Masimo Corporation Common Stock

Masimo Corporation common stock is valued at the quoted closing market price from The Nasdaq Stock Market LLC.

The following tables represent the Plan’s fair value hierarchy for its investments:

Investment Class	Fair Value Measurements as of December 31, 2022 — Level 1	Level 2	Level 3	Total
Mutual funds	$ 152,072,819	$ —	$ —	$ 152,072,819
Masimo Corporation common stock	18,465,892	—	—	18,465,892
Total assets in fair value hierarchy	$ 170,538,711	$ —	$ —	$ 170,538,711
Collective investment trusts				3,898,120
Total investments at fair value				$ 174,436,831

Investment Class	Fair Value Measurements as of December 31, 2021 — Level 1	Level 2	Level 3	Total
Mutual funds	$ 154,509,795	$ —	$ —	$ 154,509,795
Masimo Corporation common stock	28,451,109	—	—	28,451,109
Total assets in fair value hierarchy	$ 182,960,904	$ —	$ —	$ 182,960,904
Collective investment trusts				3,965,890
Total investments at fair value				$ 186,926,794

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MASIMO

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

4. Party-in-Interest Transactions

Transactions in shares of Masimo’s common stock qualify as exempt party-in-interest transactions under the provisions of ERISA, since Masimo is the Plan administrator. During the year ended December 31, 2022, the Plan made purchases of $10,994,676 and sales of $6,652,934 of Masimo’s common stock on behalf of Plan participants.

Fidelity is the trustee, custodian and record keeper as defined by the Plan, and therefore, the transactions with Fidelity investments qualify as party-in-interest transactions. Purchases and sales of these accounts and the underlying investments comprising these accounts are open market transactions at fair market value. Such transactions are permitted under the provisions of the Plan and are exempt from the prohibition of party-in-interest transactions under ERISA and applicable exemptions promulgated thereunder. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

5. Tax Status of the Plan

The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan is a Fidelity Volume Submitter Plan, which received a favorable advisory letter from the IRS in June 2020. The Plan administrator believes that the Plan is qualified under Section 401(a) of the Code and the related trust is tax-exempt as of December 31, 2022 and December 31, 2021. In accordance with GAAP, Plan Management is required to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2022 and December 31, 2021, there are no uncertain tax positions taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan’s tax returns generally remain open for IRS audit for three years from the filing date.

6. Subsequent Events

Plan Management has evaluated all events or transactions that occurred through June 27, 2023, the date the financial statements were issued and determined that there are no matters requiring adjustment to or disclosure in the accompanying financial statements and related notes.

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MASIMO

RETIREMENT SAVINGS PLAN

Supplementary Information

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

As of December 31, 2022

(a)	(b)	(c)	(e)
	Identity of Issue, Borrower, Lessor or Similar Party	Number of shares	Value
	Mutual Funds:
	American Funds 2035 Target Date Retirement Fund ® Class R-6	1,378,660	$ 21,424,373
	American Funds 2030 Target Date Retirement Fund ® Class R-6	1,199,845	17,505,743
*	Fidelity ® 500 Index Fund	130,889	17,424,010
	American Funds 2025 Target Date Retirement Fund ® Class R-6	1,166,499	15,782,725
	American Funds 2040 Target Date Retirement Fund ® Class R-6	948,252	15,181,510
	American Funds 2045 Target Date Retirement Fund ® Class R-6	702,775	11,462,261
	American Funds 2050 Target Date Retirement Fund ® Class R-6	611,147	9,735,569
	American Funds 2055 Target Date Retirement Fund ® Class R-6	463,749	9,261,072
	American Funds 2020 Target Date Retirement Fund ® Class R-6	461,155	5,635,315
*	Fidelity ® Mid Cap Index Fund	137,841	3,572,836
	Vangaurd Information Technology Index Fund Admiral Shares	20,685	3,382,563
*	Fidelity ® Select Health Care Portfolio	93,367	2,578,810
*	Fidelity ® Small Cap Index Fund	105,356	2,286,224
*	Fidelity ® U.S. Bond Index Fund	185,824	1,891,688
	PGIM Jennison Growth Fund Class R6	45,248	1,855,182
	Columbia Select Large Cap Value Instl 3	57,302	1,825,656
*	Fidelity ® International Index Fund	40,321	1,660,825
	Victory Sycamore Established Value Fund Class I	33,157	1,483,114
	MFS International Diversification R6 Fund	41,747	844,969
	Invesco Global Opportunities Fund Class R6	18,391	831,471
	PIMCO Income Fund Institutional Class	79,361	821,382
*	Fidelity ® Real Estate Investment Portfolio	20,443	763,134
	American Funds 2015 Target Date Retirement Fund ® Class R-6	62,467	705,882
	Lord Abbett Developing Growth Fund Class R6	29,800	672,584
	Victory Sycamore Small Company Opportunity Fund Class I	13,677	634,359
	BlackRock Mid-Cap Growth Equity Portfolio K	19,067	575,265
	American Funds New World Fund ® Class R6	8,444	560,612
	Prudential Total Return Bond Fund Class Z	40,225	471,842
	American Funds 2010 Target Date Retirement Fund ® Class R-6	37,305	404,014
*	Fidelity ® Emerging Markets Index Fund	39,205	369,705
	PIMCO International Bond Fund (U.S. Dollar Hedged)	27,832	258,834
	First Eagle Global Fund Class I	3,558	207,341
*	Fidelity ® Government Money Market Fund	1,949	1,949
	Total Mutual Funds		$ 152,072,819
	Collective Investment Trust:
	Goldman Sachs Stable Value Institutional Series Class I	3,898,120	3,898,120
	Common Stock:
*	Masimo Corporation	124,782	18,465,892
	Other:
*	Notes receivable from participants	At interest rates between 4.25% and 8.00%, with scheduled maturity dates between April 2018 and January 2032	1,590,037
	Total		$ 176,026,868

• Indicates a party-in-interest to the Plan.

Column (d), historical cost, has been omitted as all investments are participant directed.

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EXHIBIT INDEX

Exhibit Number	Description of Document
23.1	Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator of the Masimo Retirement Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ M ICAH Y OUNG
Micah Young
Executive Vice President, Chief Financial Officer of Masimo Corporation