MASIMO CORP, DEF 14A filed on 3/26/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 28, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name MASIMO CORP
Entity Central Index Key 0000937556
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Jan. 01, 2022
Jan. 02, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
​
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (the “CAP”) to our principal executive officer (“PEO”) and our other NEOs (the “Non-PEO NEOs”) and certain financial performance of the Company. The CAP does not reflect the actual amount of compensation earned, realized or received by the PEOs or Non-PEO NEOs during the applicable fiscal year. The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the “Summary Compensation Table”, the CAP to our PEO, and on an average basis, our Non-PEO NEOs (in each case, as determined under SEC rules), our TSR, the TSR for companies in the Nasdaq Health Care Index, our net income, and our Company-Selected Measure, Total Revenue.
The Compensation Committee does not in practice use CAP as the basis for making compensation decisions. The below disclosure is provided only to comply with applicable SEC rules. For further information concerning our compensation philoso phy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” Additionally, in the table below, due the timing of our fiscal year end, the years refer to the following fiscal years reported in our consolidated financial statements: “2024” refers to the fiscal year ended December 28, 2024; “2023” refers to the fiscal year ended December 30, 2023; “2022” refers to the fiscal year ended December 31, 2022; “2021” refers to the fiscal year ended January 1, 2022; and “2020” refers to the fiscal year ended January 2, 2021.
Year
​ ​
Summary
Compensation
Table
Total for
Former
PEO
​ ​
Compensation
Actually
Paid to
Former
PEO
​ ​
Summary
Compensation
Table
Total for
Former
Interim
PEO
​ ​
Compensation
Actually
Paid to
Former
Interim
PEO
​ ​
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs
​ ​
Average
Compensation
Actually
Paid to Non-
PEO NEOs
​ ​
Value of Initial Fixed $100 Investment
Based On:
​ ​
Total
Revenue
(in Millions)
​
​
Total
Shareholder
Return
​ ​
Nasdaq
Health Care
Index – Total
Shareholder
Return
​ ​
Net Income
(in Millions)
​
2024 ​ ​ ​ ​ 15,932,345 ​ ​ ​ ​ ​ -4,299,573 ​ ​ ​ ​ ​ 1,696,001 ​ ​ ​ ​ ​ 2,103,573 ​ ​ ​ ​ ​ 7,582,596 ​ ​ ​ ​ ​ 12,450,426 ​ ​ ​ ​ ​ 107.20 ​ ​ ​ ​ ​ 142.13 ​ ​ ​ ​ ​ -304.9 ​ ​ ​ ​ ​ 2,094.4 ​ ​
2023 ​ ​ ​ ​ 15,476,756 ​ ​ ​ ​ ​ -22,202,627 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,036,159 ​ ​ ​ ​ ​ -2,253,607 ​ ​ ​ ​ ​ 73.49 ​ ​ ​ ​ ​ 129.08 ​ ​ ​ ​ ​ 81.5 ​ ​ ​ ​ ​ 2,048.1 ​ ​
2022 ​ ​ ​ ​ 16,511,436 ​ ​ ​ ​ ​ -34,048,610 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,716,969 ​ ​ ​ ​ ​ -2,544,510 ​ ​ ​ ​ ​ 92.76 ​ ​ ​ ​ ​ 123.96 ​ ​ ​ ​ ​ 143.5 ​ ​ ​ ​ ​ 2,035.8 ​ ​
2021 ​ ​ ​ ​ 16,219,278 ​ ​ ​ ​ ​ 4,616,920 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,291,362 ​ ​ ​ ​ ​ 1,773,597 ​ ​ ​ ​ ​ 183.57 ​ ​ ​ ​ ​ 153.11 ​ ​ ​ ​ ​ 229.6 ​ ​ ​ ​ ​ 1,239.2 ​ ​
2020 ​ ​ ​ ​ 15,493,723 ​ ​ ​ ​ ​ 118,009,752 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,285,362 ​ ​ ​ ​ ​ 13,969,285 ​ ​ ​ ​ ​ 168.27 ​ ​ ​ ​ ​ 122.92 ​ ​ ​ ​ ​ 240.3 ​ ​ ​ ​ ​ 1,143.7 ​ ​
(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Kiani, our former CEO and PEO, and for Ms. Brennan, our former interim CEO and PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” for additional information.
​
(2)
The dollar amounts reported in this column represent the amount of the CAP to Mr. Kiani and Ms. Brennan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kiani and Ms. Brennan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kiani and Ms. Brennan’s total compensation reported in the Summary Compensation Table for each year to determine the CAP:
​
Year
​ ​
Reported Summary
Compensation Table
Total for First PEO
​ ​
Reported Value of
Equity Awards First
PEO
​ ​
Equity Award
Adjustments
First PEO
​ ​
Reported Change in
Actuarial Present Value
of Pension Benefits
​ ​
Pension Benefit
Adjustments
​ ​
Compensation
Actually Paid to
First PEO
​
2024 ​ ​ ​ ​ 15,932,345 ​ ​ ​ ​ ​ 13,680,088 ​ ​ ​ ​ ​ -6,551,830 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -4,299,573 ​ ​
2023 ​ ​ ​ ​ 15,476,756 ​ ​ ​ ​ ​ 13,199,914 ​ ​ ​ ​ ​ -24,479,469 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -22,202,627 ​ ​
2022 ​ ​ ​ ​ 16,511,436 ​ ​ ​ ​ ​ 13,199,943 ​ ​ ​ ​ ​ -37,360,103 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -34,048,610 ​ ​
2021 ​ ​ ​ ​ 16,219,278 ​ ​ ​ ​ ​ 11,999,370 ​ ​ ​ ​ ​ 397,012 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4,616,920 ​ ​
2020 ​ ​ ​ ​ 15,493,723 ​ ​ ​ ​ ​ 11,999,886 ​ ​ ​ ​ ​ 114,515,916 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 118,009,752 ​ ​
Year
​ ​
Reported Summary
Compensation Table
Total for Second PEO
​ ​
Reported Value of
Equity Awards Second
PEO
​ ​
Equity Award
Adjustments
Second PEO
​ ​
Reported Change in
Actuarial Present Value
of Pension Benefits
​ ​
Pension Benefit
Adjustments
​ ​
Compensation
Actually Paid to
Second PEO
​
2024 ​ ​ ​ ​ 1,696,001 ​ ​ ​ ​ ​ 1,441,093 ​ ​ ​ ​ ​ 1,848,665 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,103,573 ​ ​
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year
​ ​
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Change in
Fair Value of
Outstanding and
Unvested Equity
Awards
​ ​
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested
in the Year
​ ​
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of Dividends
or other Earnings
Paid on Stock or
Option Awards not
Otherwise
Reflected in Fair
Value or Total
Compensation
​ ​
Total
Equity
Award
Adjustments
​
2024 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 181,335 ​ ​ ​ ​ ​ -6,733,164 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -6,551,830 ​ ​
2023 ​ ​ ​ ​ 4,893,141 ​ ​ ​ ​ ​ -30,126,186 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -753,576 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -24,479,469 ​ ​
2022 ​ ​ ​ ​ 22,291,180 ​ ​ ​ ​ ​ -36,726,578 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -22,924,705 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -37,360,103 ​ ​
2021 ​ ​ ​ ​ 25,082,098 ​ ​ ​ ​ ​ -6,301,272 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -18,383,814 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 397,012 ​ ​
2020 ​ ​ ​ ​ 31,481,893 ​ ​ ​ ​ ​ 68,792,082 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,241,941 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 114,515,916 ​ ​
Year
​ ​
Year End Fair
Value of Equity
Awards
​ ​
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards
​ ​
Fair Value as of
Vesting Date of
Equity Awards
Granted and Vested
in the Year
​ ​
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested
in the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
​ ​
Total
Equity
Award
Adjustments
​
2024 ​ ​ ​ ​ 1,830,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 17,990 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,848,665 ​ ​
(3)
The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Kiani) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal year 2024, Micah Young, Bilal Muhsin, Tom McClenahan and Blair Tripodi (ii) for fiscal year 2022, Micah Young, Bilal Muhsin, Tao Levy, Tom McClenahan and Kevin Duffy and (iii) for fiscal year 2023, 2021, and 2020, Micah Young, Bilal Muhsin, Tao Levy and Tom McClenahan. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table” for additional information.
​
(4)
The dollar amounts reported in this column represent the average amount of the CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation reported in the Summary Compensation Table for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note (2):
​
Year
​ ​
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
​ ​
Less:
Average
Reported
Value of
Equity Awards
​ ​
Average
Equity Award
Adjustments
​ ​
Average Reported
Change in the
Actuarial
Present Value of
Pension Benefits
​ ​
Average Pension
Benefit
Adjustments
​ ​
Average
Compensation
Actually Paid to
Non-PEO NEOs
​
2024 ​ ​ ​ ​ 7,582,596 ​ ​ ​ ​ ​ 6,476,128 ​ ​ ​ ​ ​ 11,343,957 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 12,450,426 ​ ​
2023 ​ ​ ​ ​ 3,036,159 ​ ​ ​ ​ ​ 2,487,330 ​ ​ ​ ​ ​ -2,802,435 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,253,607 ​ ​
2022 ​ ​ ​ ​ 5,716,969 ​ ​ ​ ​ ​ 3,431,905 ​ ​ ​ ​ ​ -4,829,574 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,544,510 ​ ​
2021 ​ ​ ​ ​ 2,291,362 ​ ​ ​ ​ ​ 1,499,799 ​ ​ ​ ​ ​ 982,034 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,773,597 ​ ​
2020 ​ ​ ​ ​ 2,285,362 ​ ​ ​ ​ ​ 1,499,941 ​ ​ ​ ​ ​ 13,183,864 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,969,285 ​ ​
​
(a)
The amounts deducted or added in calculating the total average equity award adjustments (as described above in footnote 2) are as follows:
​
Year
​ ​
Average Year
End Fair
Value of Equity
Awards
​ ​
Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
​ ​
Average Fair
Value as
of Vesting
Date of
Equity Awards
Granted and
Vested in
the Year
​ ​
Year over
Year Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Average Fair
Value at
the End of
the Prior
Year of
Equity Awards
that Failed
to Meet
Vesting
Conditions in
the Year
​ ​
Average Value
of Dividends
or other
Earnings Paid
on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total
Average
Equity
Award
Adjustments
​
2024 ​ ​ ​ ​ 11,163,227 ​ ​ ​ ​ ​ 166,607 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,123 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 11,343,957 ​ ​
2023 ​ ​ ​ ​ 922,067 ​ ​ ​ ​ ​ -3,830,662 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 106,160 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,802,435 ​ ​
2022 ​ ​ ​ ​ 2,229,023 ​ ​ ​ ​ ​ -4,147,950 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,910,647 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -4,829,574 ​ ​
2021 ​ ​ ​ ​ 3,135,004 ​ ​ ​ ​ ​ -332,549 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -1,820,421 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 982,034 ​ ​
2020 ​ ​ ​ ​ 3,935,120 ​ ​ ​ ​ ​ 8,323,572 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 925,172 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,183,864 ​ ​
​
(5)
Cumulative TSR is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by (ii) the Company’s stock price at the beginning of the measurement period.
​
(6)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Health Care Index. Prior to fiscal 2023, the index was the Nasdaq Medical Equipment Index, which was then discontinued and replaced with the Nasdaq Health Care Index.
​
(7)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
​
(8)
While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation program, the Company has determined that Total Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link the CAP to the Company’s NEOs, for the most recently completed fiscal year.
       
Company Selected Measure Name Total Revenue        
Named Executive Officers, Footnote
(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Kiani, our former CEO and PEO, and for Ms. Brennan, our former interim CEO and PEO for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” for additional information.
(3)
The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Kiani) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal year 2024, Micah Young, Bilal Muhsin, Tom McClenahan and Blair Tripodi (ii) for fiscal year 2022, Micah Young, Bilal Muhsin, Tao Levy, Tom McClenahan and Kevin Duffy and (iii) for fiscal year 2023, 2021, and 2020, Micah Young, Bilal Muhsin, Tao Levy and Tom McClenahan. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table” for additional information.
       
Peer Group Issuers, Footnote
(6)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Health Care Index. Prior to fiscal 2023, the index was the Nasdaq Medical Equipment Index, which was then discontinued and replaced with the Nasdaq Health Care Index.
       
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in this column represent the amount of the CAP to Mr. Kiani and Ms. Brennan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kiani and Ms. Brennan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kiani and Ms. Brennan’s total compensation reported in the Summary Compensation Table for each year to determine the CAP:
Year
​ ​
Reported Summary
Compensation Table
Total for First PEO
​ ​
Reported Value of
Equity Awards First
PEO
​ ​
Equity Award
Adjustments
First PEO
​ ​
Reported Change in
Actuarial Present Value
of Pension Benefits
​ ​
Pension Benefit
Adjustments
​ ​
Compensation
Actually Paid to
First PEO
​
2024 ​ ​ ​ ​ 15,932,345 ​ ​ ​ ​ ​ 13,680,088 ​ ​ ​ ​ ​ -6,551,830 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -4,299,573 ​ ​
2023 ​ ​ ​ ​ 15,476,756 ​ ​ ​ ​ ​ 13,199,914 ​ ​ ​ ​ ​ -24,479,469 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -22,202,627 ​ ​
2022 ​ ​ ​ ​ 16,511,436 ​ ​ ​ ​ ​ 13,199,943 ​ ​ ​ ​ ​ -37,360,103 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -34,048,610 ​ ​
2021 ​ ​ ​ ​ 16,219,278 ​ ​ ​ ​ ​ 11,999,370 ​ ​ ​ ​ ​ 397,012 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4,616,920 ​ ​
2020 ​ ​ ​ ​ 15,493,723 ​ ​ ​ ​ ​ 11,999,886 ​ ​ ​ ​ ​ 114,515,916 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 118,009,752 ​ ​
Year
​ ​
Reported Summary
Compensation Table
Total for Second PEO
​ ​
Reported Value of
Equity Awards Second
PEO
​ ​
Equity Award
Adjustments
Second PEO
​ ​
Reported Change in
Actuarial Present Value
of Pension Benefits
​ ​
Pension Benefit
Adjustments
​ ​
Compensation
Actually Paid to
Second PEO
​
2024 ​ ​ ​ ​ 1,696,001 ​ ​ ​ ​ ​ 1,441,093 ​ ​ ​ ​ ​ 1,848,665 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,103,573 ​ ​
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
​
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year
​ ​
Year End
Fair Value
of Equity
Awards
​ ​
Year over
Year Change in
Fair Value of
Outstanding and
Unvested Equity
Awards
​ ​
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested
in the Year
​ ​
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year
​ ​
Fair Value at
the End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of Dividends
or other Earnings
Paid on Stock or
Option Awards not
Otherwise
Reflected in Fair
Value or Total
Compensation
​ ​
Total
Equity
Award
Adjustments
​
2024 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 181,335 ​ ​ ​ ​ ​ -6,733,164 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -6,551,830 ​ ​
2023 ​ ​ ​ ​ 4,893,141 ​ ​ ​ ​ ​ -30,126,186 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -753,576 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -24,479,469 ​ ​
2022 ​ ​ ​ ​ 22,291,180 ​ ​ ​ ​ ​ -36,726,578 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -22,924,705 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -37,360,103 ​ ​
2021 ​ ​ ​ ​ 25,082,098 ​ ​ ​ ​ ​ -6,301,272 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -18,383,814 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 397,012 ​ ​
2020 ​ ​ ​ ​ 31,481,893 ​ ​ ​ ​ ​ 68,792,082 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,241,941 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 114,515,916 ​ ​
Year
​ ​
Year End Fair
Value of Equity
Awards
​ ​
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards
​ ​
Fair Value as of
Vesting Date of
Equity Awards
Granted and Vested
in the Year
​ ​
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested
in the Year
​ ​
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
​ ​
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
​ ​
Total
Equity
Award
Adjustments
​
2024 ​ ​ ​ ​ 1,830,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 17,990 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,848,665 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 7,582,596 $ 3,036,159 $ 5,716,969 $ 2,291,362 $ 2,285,362
Non-PEO NEO Average Compensation Actually Paid Amount $ 12,450,426 (2,253,607) (2,544,510) 1,773,597 13,969,285
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in this column represent the average amount of the CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation reported in the Summary Compensation Table for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note (2):
​
Year
​ ​
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
​ ​
Less:
Average
Reported
Value of
Equity Awards
​ ​
Average
Equity Award
Adjustments
​ ​
Average Reported
Change in the
Actuarial
Present Value of
Pension Benefits
​ ​
Average Pension
Benefit
Adjustments
​ ​
Average
Compensation
Actually Paid to
Non-PEO NEOs
​
2024 ​ ​ ​ ​ 7,582,596 ​ ​ ​ ​ ​ 6,476,128 ​ ​ ​ ​ ​ 11,343,957 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 12,450,426 ​ ​
2023 ​ ​ ​ ​ 3,036,159 ​ ​ ​ ​ ​ 2,487,330 ​ ​ ​ ​ ​ -2,802,435 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,253,607 ​ ​
2022 ​ ​ ​ ​ 5,716,969 ​ ​ ​ ​ ​ 3,431,905 ​ ​ ​ ​ ​ -4,829,574 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,544,510 ​ ​
2021 ​ ​ ​ ​ 2,291,362 ​ ​ ​ ​ ​ 1,499,799 ​ ​ ​ ​ ​ 982,034 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,773,597 ​ ​
2020 ​ ​ ​ ​ 2,285,362 ​ ​ ​ ​ ​ 1,499,941 ​ ​ ​ ​ ​ 13,183,864 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,969,285 ​ ​
​
(a)
The amounts deducted or added in calculating the total average equity award adjustments (as described above in footnote 2) are as follows:
​
Year
​ ​
Average Year
End Fair
Value of Equity
Awards
​ ​
Year over
Year Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
​ ​
Average Fair
Value as
of Vesting
Date of
Equity Awards
Granted and
Vested in
the Year
​ ​
Year over
Year Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
​ ​
Average Fair
Value at
the End of
the Prior
Year of
Equity Awards
that Failed
to Meet
Vesting
Conditions in
the Year
​ ​
Average Value
of Dividends
or other
Earnings Paid
on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value
or Total
Compensation
​ ​
Total
Average
Equity
Award
Adjustments
​
2024 ​ ​ ​ ​ 11,163,227 ​ ​ ​ ​ ​ 166,607 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 14,123 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 11,343,957 ​ ​
2023 ​ ​ ​ ​ 922,067 ​ ​ ​ ​ ​ -3,830,662 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 106,160 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,802,435 ​ ​
2022 ​ ​ ​ ​ 2,229,023 ​ ​ ​ ​ ​ -4,147,950 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -2,910,647 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -4,829,574 ​ ​
2021 ​ ​ ​ ​ 3,135,004 ​ ​ ​ ​ ​ -332,549 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ -1,820,421 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 982,034 ​ ​
2020 ​ ​ ​ ​ 3,935,120 ​ ​ ​ ​ ​ 8,323,572 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 925,172 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,183,864 ​ ​
       
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_tsr-pn.jpg]
       
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_totalrevenue-pn.jpg]
       
Total Shareholder Return Vs Peer Group
[MISSING IMAGE: bc_indextsr-pn.jpg]
       
Tabular List, Table
2024 Most Important Financial Performance Measures
As described in greater detail in “Executive Compensation — Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for our incentive awards are selected based on an objective of incentivizing our NEOs to increase stockholder value over the long term. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
•
Total Revenue;
​
•
Adjusted Revenue;
​
•
Adjusted Non-GAAP Earnings Per Share; and
​
•
Adjusted Non-GAAP Operating Income.
​
The Company also utilizes relative TSR as compared to the Nasdaq Health Care Index to evaluate overall performance.
       
Total Shareholder Return Amount $ 107.2 73.49 92.76 183.57 168.27
Peer Group Total Shareholder Return Amount 142.13 129.08 123.96 153.11 122.92
Net Income (Loss) $ (304,900,000) $ 81,500,000 $ 143,500,000 $ 229,600,000 $ 240,300,000
Company Selected Measure Amount 2,094,400,000 2,048,100,000 2,035,800,000 1,239,200,000 1,143,700,000
Measure:: 1          
Pay vs Performance Disclosure          
Name Total Revenue        
Non-GAAP Measure Description
(8)
While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation program, the Company has determined that Total Revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link the CAP to the Company’s NEOs, for the most recently completed fiscal year.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Non-GAAP Earnings Per Share        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Non-GAAP Operating Income        
Mr. Kiani [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 15,932,345 $ 15,476,756 $ 16,511,436 $ 16,219,278 $ 15,493,723
PEO Actually Paid Compensation Amount $ (4,299,573) (22,202,627) (34,048,610) 4,616,920 118,009,752
PEO Name Mr. Kiani        
Ms. Brennan [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,696,001        
PEO Actually Paid Compensation Amount $ 2,103,573        
PEO Name Ms. Brennan        
PEO | Mr. Kiani [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Mr. Kiani [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Mr. Kiani [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (13,680,088) (13,199,914) (13,199,943) (11,999,370) (11,999,886)
PEO | Mr. Kiani [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,551,830) (24,479,469) (37,360,103) 397,012 114,515,916
PEO | Mr. Kiani [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,893,141 22,291,180 25,082,098 31,481,893
PEO | Mr. Kiani [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (30,126,186) (36,726,578) (6,301,272) 68,792,082
PEO | Mr. Kiani [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Mr. Kiani [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 181,335 (753,576) (22,924,705) (18,383,814) 14,241,941
PEO | Mr. Kiani [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,733,164)
PEO | Mr. Kiani [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Ms. Brennan [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Ms. Brennan [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Ms. Brennan [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,441,093)        
PEO | Ms. Brennan [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,848,665        
PEO | Ms. Brennan [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,830,675        
PEO | Ms. Brennan [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,990        
PEO | Ms. Brennan [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Ms. Brennan [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,476,128) (2,487,330) (3,431,905) (1,499,799) (1,499,941)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,343,957 (2,802,435) (4,829,574) 982,034 13,183,864
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,163,227 922,067 2,229,023 3,135,004 3,935,120
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 166,607 (3,830,662) (4,147,950) (332,549) 8,323,572
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,123 106,160 (2,910,647) (1,820,421) 925,172
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 28, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Compensation Committee approves equity awards for our NEOs on or before the effective date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in the first quarter of each fiscal year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the effective date of grant for equity awarded to our NEOs is during an open quarterly window period under our Insider Trading Policy or when the Company otherwise has no material non-public information. The Company also does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation. Equity awards to newly hired employees are effective as of the later of the date the individual commences service or the grant approval date, and equity awards to existing employees and others providing services to us are effective as of the grant approval date. In addition, for options, the exercise price may not be less than the closing price of our common stock on the effective date of the grant.
Award Timing Method it is the Compensation Committee’s general practice to approve annual equity awards in the first quarter of each fiscal year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the effective date of grant for equity awarded to our NEOs is during an open quarterly window period under our Insider Trading Policy or when the Company otherwise has no material non-public information.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Generally, the effective date of grant for equity awarded to our NEOs is during an open quarterly window period under our Insider Trading Policy or when the Company otherwise has no material non-public information.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 28, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true