Bilal Muhsin Has ‘No Intention of Remaining’…’If Quentin Koffey…Take[s] Control’
In a new filing with the Securities and Exchange Commission (SEC), Masimo Corporation (Nasdaq: MASI) reveals that Bilal Muhsin, its Chief Operating Officer (COO) has sent a conditional letter of resignation to the Board of Directors. The move is yet another escalation in the proxy war for control of the company between Masimo management and activist investment group Politan Capital Management – one of the company’s largest shareholders that already holds two seats on its Board.
See more on this resignation of the Masimo COO
It’s July 1st, and more Masimo filings are emerging as the company continues its proxy war with major shareholder and activist investment group Politan. Politan already holds two seats on the Masimo Board of Directors – won at last year’s annual stockholders meeting – and has nominated two more candidates to be elected at this year’s gathering. If successful, Politan will hold a majority of the Board, effectively taking control of the organization.
Last week, I reported that Masimo and Politan both launched quite literally hundreds of pages of text and data as each side seeks to convince stockholders to vote for their respective slate of candidates for the open Board seats. This week, there has been more, but so far, the Form 8-K filing from the company on its COO’s resignation is the most interesting.
COO Muhsin Notifes Directors of His Intentions
Bilal Muhsin, Masimo’s COO has sent a letter to Craig Reynolds, the Lead Independent Director of the Board. This letter contains a “conditional resignation” which is more like a threat to resign, depending on evolving circumstances, rather than an actual resignation. It could be genuine…it could be a ploy.
The letter is quite interesting. It is very short – just three sentences in total. It also is written in a somewhat casual style, not what you would typically expect from a C-Suite executive of a billion-dollar public company on such an important matter.
Here is the Full Muhsin Conditional Letter of Resignation…
Dear Craig,
Masimo Form 8-K Filing, Dated June 26, 2024; Filed July 1, 2024
I intend to resign my position as Masimo’s Chief Operating Officer in the event that Joe is removed as Chairman and CEO. I strongly disagree with the false accusations made by Politan in its recent fight letter and fight deck and have no intention of remaining with the company if Quentin Koffey and Politan take control of it.
I strongly believe in Masimo’s current team, and I know we are on the right path and will succeed if we are given the opportunity.
Sincerely, /s/ Bilal Muhsin
In the past, I would have likely taken this filing at face value. But now, in the wake of a recent filing by Politan regarding an allegation that Masimo was pressuring all employees to sign a blank letter of support for Joe Kiani, it takes on a bit of a suspicious spin (see the sub-heading One Last Filing by Politan – and It’s a Surprise near the end of this post).
Is It Real? Or Is It Another Proxy War Tactic?
In last week’s post, I mentioned a Politan filing with the SEC in which it reveals it had alerted Masimo management that it had received an unsolicited email, apparently from the family member of a company employee, telling Politan CIO Quentin Koffey that Masimo management was pressuring employees in all departments to sign a blank letter of support. Is it possible that this campaign to pressure employees to support Kiani goes all the way to the top…even its COO?
So who is Bilal Muhsin? Muhsin has been an employee of Masimo for 24 years, starting right out of university as a software engineer in June 2024, according to his LinkedIn profile. He holds a Bachelor’s degree in computer science from San Diego State University.
Since Graduation, Muhsin Has Worked for Only One Company
Muhsin’s entire career has been with one employer, Masimo. Over the years, he worked his way up the responsibility ladder, first to management, and then to executive management. Finally, in 2019, he was named Chief Operating Officer.
In any event, as you can see from the text of the note above, Muhsin is not actually resigning, he’s threatening to resign, “…in the event that Joe is removed as Chairman and CEO.” The fact that he’s providing the Board this letter at this time, seems to be part of the effort to raise the risk of a key employee departure if Politan wins its two additional Board seats for control and terminates the CEO (which as you saw in my previous reporting, would be a very expensive proposition).
Casual Choice of Words in an Important Context
I am also struck by the casual nature of the language of what is purported to be a significant decision by a top lieutenant of Kiani. Wording like…if “Joe” is removed…and Politan’s “false accusations” in its “recent fight letter” and “fight deck” seem hastily conceived and constructed – not thoroughly thought-through, vetted, or edited.
Perhaps this presages other threats…er, conditional resignations…yet to come?
See more about Masimo at masimo.com.
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