Stock-Based Compensation

6 Months Ended

Jun. 28, 2025

Share-Based Payment Arrangement [Abstract]

20. Stock-Based Compensation

Total stock-based compensation expense for the three months ended June 28, 2025 and June 29, 2024 was $8.5 million and $11.9 million, respectively. Total stock-based compensation expense for the six months ended June 28, 2025 and June 29, 2024 was $17.6 million and $20.6 million, respectively. The stock-based compensation expense amounts for each of the three and six months ended June 28, 2025 and June 29, 2024 reflect adjustments for the expected life-to-date achievement of certain PSUs. The Company reassesses the expected achievement of such PSU awards based upon the achievement of certain pre-established multi-year performance criteria approved by the Board at the date of grant.

As of June 28, 2025, an aggregate of 5.4 million shares of common stock were reserved for future issuance under the Company’s equity plans, of which 3.5 million shares were available for future grant under the Masimo Corporation 2017 Equity Incentive Plan (2017 Equity Plan). Additional information related to the Company’s current equity incentive plans, stock-based award activity and valuation of stock-based awards is included below.

Equity Incentive Plans

2017 Equity Plan

On June 1, 2017, the Company’s stockholders ratified and approved the 2017 Equity Plan. The 2017 Equity Plan permits the grant of stock options, restricted stock, RSUs, stock appreciation rights, PSUs, performance shares, performance bonus awards and other stock or cash awards to employees, directors and consultants of the Company and employees and consultants of any parent or subsidiary of the Company. Upon effectiveness, an aggregate of 5.0 million shares were available for issuance under the 2017 Equity Plan. In May 2020, the Company’s stockholders approved an increase of 2.5 million shares to the 2017 Equity Plan. The aggregate number of shares that may be awarded under the 2017 Equity Plan is 7.5 million shares. The 2017 Equity Plan provides that at least 95% of the equity awards issued under the 2017 Equity Plan must vest over a period of not less than one year following the date of grant. The exercise price per share of each option granted under the 2017 Equity Plan may not be less than the fair market value of a share of the Company’s common stock on the date of grant, which is generally equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the grant date.

2007 Stock Incentive Plan

Effective June 1, 2017, upon the approval and ratification of the 2017 Equity Plan, the Company’s 2007 Stock Incentive Plan (2007 Equity Plan) terminated, provided that awards outstanding under the 2007 Equity Plan will continue to be governed by the terms of that plan. In addition, upon the effectiveness of the 2017 Equity Plan, an aggregate of 5.0 million shares of the Company’s common stock registered under prior registration statements for issuance pursuant to the 2007 Equity Plan were deregistered and concurrently registered under the 2017 Equity Plan.

Stock-Based Award Activity

Stock Options

The number and weighted-average exercise price of options issued and outstanding under all of the Company’s equity plans are as follows:


	Six Months Ended June 28, 2025
(in millions, except for weighted-average exercise prices)	Shares	Weighted-Average Exercise Price
Options outstanding, beginning of period(1)	1.6	$	110.43
Granted(2)	0.1	165.45
Canceled	(0.1)	159.32
Exercised	(0.7)	84.80
Options outstanding, end of period	0.9	$	119.16
Options exercisable, end of period	0.8	$	113.98

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(1) The Company recorded less than $0.1 million of stock option expenses for discontinued operations for each of the three months ended June 28, 2025 and June 29, 2024. The Company recorded $0.1 million of stock option expenses for discontinued operations for each of the six months ended June 28, 2025 and June 29, 2024.

(2) No stock options were granted for discontinued operations for the three and six months ended June 28, 2025.

Total stock option expense for the three months ended June 28, 2025 and June 29, 2024 was $0.3 million and $1.9 million, respectively. Total stock option expense for the six months ended June 28, 2025 and June 29, 2024 was $0.6 million and $4.0 million, respectively. As of June 28, 2025, the Company had $5.4 million of unrecognized compensation cost related to non-vested stock options that are expected to vest over a weighted-average period of approximately 3.5 years.

RSUs

The number of RSUs issued and outstanding under all of the Company’s equity plans are as follows:


	Six Months Ended June 28, 2025
(in millions, except for weighted-average grant date fair value amounts)	Units	Weighted-Average Grant Date Fair Value
RSUs outstanding, beginning of period(1)	0.6	$	135.96
Granted(2)	0.2	167.38
Canceled	—	144.77

Vested	(0.1)	157.56
RSUs outstanding, end of period	0.7	$	142.28

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(1) The Company recorded $1.1 million and $1.2 million of RSU related expense for discontinued operations for each of the three months ended June 28, 2025 and June 29, 2024. The Company recorded $2.3 million and $2.1 million of RSU related expense for discontinued operations for each of the six months ended June 28, 2025 and June 29, 2024.

(2) No RSUs were granted for discontinued operations for the three and six months ended June 28, 2025.

Total RSU expense for the three months ended June 28, 2025 and June 29, 2024 was $8.0 million and $7.0 million, respectively. Total RSU expense for the six months ended June 28, 2025 and June 29, 2024 was $17.2 million and $13.3 million, respectively. As of June 28, 2025, the Company had $82.5 million of unrecognized compensation cost related to non-vested RSU awards expected to be recognized and vest over a weighted-average period of approximately 3.2 years.

As previously mentioned in Note 2, “Summary of Significant Accounting Policies” under the heading “Net Income Per Share”, 2.7 million shares related to certain RSUs were considered contingently issuable shares as their vesting is contingent upon the occurrence of certain events. As of June 28, 2025, such events were deemed to have not occurred. See Note 24, “Commitments and Contingencies” for additional details.

PSUs

The number of PSUs outstanding under all of the Company’s equity plans are as follows:


	Six Months Ended June 28, 2025
(in millions, except for weighted-average grant date fair value amounts)	Units	Weighted-Average Grant Date Fair Value
PSUs outstanding, beginning of period(1)	0.1	$	172.50
Granted(2)(3)	0.1	181.70
Canceled	(0.1)	167.84


PSUs outstanding, end of period	0.1	$	181.16

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(1) The Company recorded $0.3 million of PSU expenses for discontinued operations for each of the three months ended June 28, 2025 and June 29, 2024. The Company recorded $0.6 million and less than $0.3 million of PSU expenses for discontinued operations for each of the six months ended June 28, 2025 and June 29, 2024.

(2) On February 25, 2025, the Audit Committee approved the weighted payout percentage of 0% for the 2022 PSU awards (three-year performance period), which were based upon the actual fiscal 2024 performance against pre-established performance objectives. Included in the granted amount are those additional PSUs earned based on actual performance achieved. These PSUs were originally awarded at target.

(3) No PSUs were granted for discontinued operations for the three and six months ended June 28, 2025.

During the six months ended June 28, 2025, the Company awarded 77,775 PSUs that will vest three years from the award date, based on the achievement of certain pre-established multi-year performance criteria approved by the Board. Estimates of stock-based compensation expense for an award with performance conditions are based on the probable outcome of the performance conditions and the cumulative effect of any changes in the probability outcomes is recorded in the period in which the changes occur. If earned, the PSUs granted will vest upon achievement of the performance criteria, which include a relative total shareholder return (TSR) modifier, in the year following the evaluation and confirmation of the performance achievement criteria. The Company’s TSR modifier estimate is based on Masimo’s TSR performance over a 3-year period as a percentile ranking relative to the constituents of the S&P Healthcare Equipment Select Index. for the performance period beginning on March 11, 2025 and ending on January 1, 2028. The number of shares that may be earned can range from 0% to 200% of the target amount. The fair value of market-based RSUs is determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. The fair value of performance-based PSUs is determined using the closing price of the Company’s common stock on the grant date. Based on management’s estimate of the number of units expected to vest, total PSU expense for the three months ended June 28, 2025 and June 29, 2024 was $0.2 million and $3.0 million, respectively. The total PSU (benefit) expense for the six months ended June 28, 2025 and June 29, 2024 was $(0.2) million and $3.3 million, respectively. The PSU expense amounts for the three months ended June 28, 2025 relate to adjustments for the expected life-to-date performance of the PSU along with expense related to PSU awards for new executives officers that started or where appointed during the quarter. As of June 28, 2025, the Company had $26.5 million of unrecognized compensation cost related to non-vested PSU awards expected to be recognized and vest over a weighted-average period of approximately 2.1 years.

Valuation of Stock-Based Award Activity

The fair value of each RSU and PSU is determined based on the closing price of the Company’s common stock on the grant date.

The Black-Scholes option pricing model is used to estimate the fair value of options granted under the Company’s stock-based compensation plans. The range of assumptions used and the resulting weighted-average fair value of options granted at the date of grant were as follows:


	Three Months Ended		Six Months Ended
	June 28, 2025(1)	June 29, 2024	June 28, 2025(1)	June 29, 2024
Risk-free interest rate	4.0% to 4.2%	—%	4.0% to 4.2%	4.2%
Expected term (in years)	5.8	—	5.8	5.9
Estimated volatility	41.0% to 43.1%	—%	41.0% to 43.1%	42.6%
Expected dividends	—%	—%	—%	—%
Weighted-average fair value of options granted	$69.61 to $78.81	$—	$69.61 to $78.81	$59.60

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(1) Less than 0.1 million of stock options were granted during the three and six months ended June 28, 2025.

The aggregate intrinsic value of options is calculated as the positive difference, if any, between the market value of the Company’s common stock on the date of exercise or the respective period end, as appropriate, and the exercise price of the options. The aggregate intrinsic value of options outstanding with an exercise price less than the closing price of the Company’s common stock as of June 28, 2025 was $47.8 million. The aggregate intrinsic value of options exercisable with an exercise price less than the closing price of the Company’s common stock as of June 28, 2025 was $46.7 million.