Cover	12 Months Ended
Cover	Dec. 30, 2023
Document Information [Line Items]
Document Type	DEFR14A
Amendment Flag	true
Amendment Description	This revised definitive proxy statement (this “Proxy Statement”) of Masimo Corporation (“Masimo” or the “Company”) amends, supersedes and replaces in its entirety the definitive proxy statement filed by Masimo with the U.S. Securities and Exchange Commission (“SEC”) on June 17, 2024, including the GOLD proxy card included therewith (collectively, such materials constituting the “Original Proxy Statement”) in connection with Masimo’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), which was originally scheduled to be held on July 25, 2024, at 2:00 p.m., Pacific Daylight Time. The Company is also filing a revised GOLD proxy card, which amends and restates the GOLD proxy card filed with the Original Proxy Statement.As previously announced, Masimo’s Board of Directors (the “Board”) approved the postponement of the Annual Meeting. The Board’s decision to postpone the Annual Meeting was made in an effort to accommodate a request by Politan Capital Management LP (“Politan”) to set a new record date for the Annual Meeting. In order to set a new record date for the Annual Meeting, the Company was required by SEC rules to initiate a new broker search 20 business days prior to such record date to establish a list of stockholders of the Company that will be entitled to vote at the Annual Meeting. In light of the Board’s decision to accommodate Politan’s request, and to facilitate the associated required broker search, the Company has set August 12, 2024 as the new record date (the “Record Date”) for the determination of stockholders of the Company entitled to receive notice of and vote at the Annual Meeting. As a result of this change, Masimo has postponed the Annual Meeting to ensure that Masimo’s stockholders have sufficient time to review revised proxy materials, make informed voting decisions based on these revised materials and vote their shares based on full and accurate information.The Annual Meeting will now be held on September 19, 2024, at 2:00 p.m., Pacific Daylight Time. Stockholders are encouraged to read this Proxy Statement in its entirety and in place of the Original Proxy Statement. This Proxy Statement is being filed to amend, supersede and restate in its entirety the Original Proxy Statement to reflect, among other things:1. the rescheduling of the Annual Meeting to September 19, 2024, at 2:00 p.m., Pacific Daylight Time, at Masimo’s headquarters located at 52 Discovery, Irvine, California 92618;2. the change of the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting (or any adjournment or further postponement thereof) to the close of business on August 12, 2024;3. the change to the number of shares outstanding and holdings of certain beneficial owners as of the most recent practicable date; 4. in the section entitled “Background to the Solicitation,” certain events that have transpired since the filing of the Original Proxy Statement; and5. the inclusion of certain additional information required as a result of the new Annual Meeting date, The proxy card that is being provided to stockholders with this Proxy Statement also amends, supersedes and replaces in its entirety the GOLD proxy card that was provided with the Original Proxy Statement. We urge you to mark and return the new GOLD proxy card provided with this Proxy Statement. Any proxy card received prior to the date of this Proxy Statement will be disregarded for purposes of determining the number of votes cast with respect to the Proposal. In order for your vote to be counted, you must submit a new GOLD proxy using the voting instructions on the new GOLD proxy card enclosed with this Proxy Statement.
Entity Information [Line Items]
Entity Registrant Name	MASIMO CORPORATION
Entity Central Index Key	0000937556

Pay vs Performance Disclosure
pure in Millions

12 Months Ended

Dec. 30, 2023

USD ($)

Dec. 31, 2022

USD ($)

Jan. 01, 2022

USD ($)

Jan. 02, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE TABLE

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, Adjusted Revenue. For further information concerning the Company’s pay-for-performance philosophy, refer to “Executive Compensation—Compensation Discussion and Analysis” on page 60 of this Proxy Statement.

											Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)			Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average Compensation Actually Paid to Non-PEO NEOs(4)			Total Shareholder Return(5)		Nasdaq Health Care Index Total Shareholder Return(6)		Net Income (in Millions)(7)		Adjusted Revenue (in Millions)(8)
2023	$	15,476,756	$	(22,202,627	)	$	3,036,159	$	(2,253,607	)	$	73.49	$	129.08	$	81.5	$	2048.1
2022		16,511,436		(34,048,610	)		5,716,969		(2,544,510	)		92.76		123.96		229.6		2,035.8
2021		16,219,278		4,616,920			2,291,362		1,773,597			183.57		153.11		240.3		1,239.2
2020		15,493,723		118,009,752			2,285,362		13,969,285			168.27		122.92		196.2		1,143.7

____________

(1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Kiani, our 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, 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 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’s total compensation reported in the Summary Compensation Table for each year to determine the CAP:

(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 years 2023, 2021 and 2020, Micah Young, Bilal Muhsin, Tao Levy and Tom McClenahan, and (ii) for fiscal year 2022, Micah Young, Bilal Muhsin, Tao Levy, Tom McClenahan and Kevin Duffy. 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):

(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.

(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 Adjusted 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

Adjusted Revenue

Named Executive Officers, Footnote

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 years 2023, 2021 and 2020, Micah Young, Bilal Muhsin, Tao Levy and Tom McClenahan, and (ii) for fiscal year 2022, Micah Young, Bilal Muhsin, Tao Levy, Tom McClenahan and Kevin Duffy. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” for additional information.

Peer Group Issuers, Footnote

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.

PEO Total Compensation Amount

^[1]

$ 15,476,756

$ 16,511,436

$ 16,219,278

$ 15,493,723

PEO Actually Paid Compensation Amount

^[2]

$ (22,202,627)

(34,048,610)

4,616,920

118,009,752

Adjustment To PEO Compensation, Footnote

Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards(a)		Equity Award Adjustments(b)			Reported Change in Actuarial Present Value of Pension Benefits		Pension Benefit Adjustments		Compensation Actually Paid to PEO
2023	$	15,476,756	$	13,199,914	$	(24,479,469	)	$	0	$	0	$	(22,202,627	)
2022		16,511,436		13,199,943		(37,360,103	)		0		0		(34,048,610	)
2021		16,219,278		11,999,370		397,012			0		0		4,616,920
2020		15,493,723		11,999,886		114,515,916			0		0		118,009,752

(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
2023	$	4,893,141	$	(30,126,186	)	$	0	$	(753,576	)	$	0	$	0	$	(24,479,469	)
2022		22,291,180		(36,726,578	)		0		(22,924,705	)		0		0		(37,360,103	)
2021		25,082,098		(6,301,272	)		0		(18,383,814	)		0		0		397,012
2020		31,481,893		68,792,082			0		14,241,941			0		0		114,515,916

Non-PEO NEO Average Total Compensation Amount

^[3]

$ 3,036,159

5,716,969

2,291,362

2,285,362

Non-PEO NEO Average Compensation Actually Paid Amount

^[4]

$ (2,253,607)

(2,544,510)

1,773,597

13,969,285

Adjustment to Non-PEO NEO Compensation Footnote

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs		Less: Average Reported Value of Equity Awards		Average Equity Award Adjustments(a)			Average Reported Change in the Actuarial Present Value of Pension Benefits		Average Pension Benefit Adjustments		Average Compensation Actually Paid to Non-PEO NEOs
2023	$	3,036,159	$	2,487,330	$	(2,802,435	)	$	0	$	0	$	(2,253,607	)
2022		5,716,969		3,431,905		(4,829,574	)		0		0		(2,544,510	)
2021		2,291,362		1,499,799		982,034			0		0		1,773,597
2020		2,285,362		1,499,941		13,183,864			0		0		13,969,285

(a) The amounts deducted or added in calculating the total average equity award adjustments 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 of other Earnings Paid on Stock or Options Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2023	$	922,067	$	(3,830,662	)	$	0	$	106,160		$	0	$	0	$	(2,802,435	)
2022		2,229,023		(4,147,950	)		0		(2,910,647	)		0		0		(4,829,574	)
2021		3,135,004		(332,549	)		0		(1,820,421	)		0		0		982,034
2020		3,935,120		8,323,572			0		925,172			0		0		13,183,864

Compensation Actually Paid vs. Total Shareholder Return

CAP and Cumulative TSR

The below graph illustrates the relationship between the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs to the Company’s cumulative TSR over the four-year period presented.

Compensation Actually Paid vs. Net Income

CAP and Net Income

The below graph illustrates the relationship between the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs, to the Company’s net income during the four most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

CAP and Adjusted Revenue

The below graph illustrates the relationship between the amount of CAP to Mr. Kiani and the average amount of CAP to the Company’s Non-PEO NEOs to Adjusted Revenue over the four-year period presented.

Total Shareholder Return Vs Peer Group

TSR and Nasdaq Health Care Index TSR

The below graph illustrates the relationship between the Company’s cumulative TSR and Nasdaq Health Care Index, over the four year period presented.

Tabular List, Table

2023 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:

• Adjusted Revenue(1),

• Adjusted Non-GAAP Earnings Per Share(1), and

• Adjusted Non-GAAP Operating Income(2).

____________

(1) Represents a non-GAAP financial measure. Please see Appendix B to this Proxy Statement for a description of the adjustments and a reconciliation to the corresponding GAAP financial measure.

(2) Represents a non-GAAP financial measure. Please see Appendix A to this Proxy Statement for a description of the adjustments and a reconciliation to the corresponding GAAP financial measure.

The Company also utilizes relative TSR as compared to the Nasdaq Health Care Index to evaluate overall performance.

Total Shareholder Return Amount

^[5]

$ 73.49

92.76

183.57

168.27

Peer Group Total Shareholder Return Amount

^[6]

129.08

123.96

153.11

122.92

Net Income (Loss)

^[7]

$ 81,500,000

$ 229,600,000

$ 240,300,000

$ 196,200,000

Company Selected Measure Amount

^[8]

2,048.1

2,035.8

1,239.2

1,143.7

PEO Name

Mr. Kiani

Measure:: 1

Pay vs Performance Disclosure

Compensation Actually Paid vs. Other Measure

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Name

^[9]

Adjusted Revenue

Non-GAAP Measure Description

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 Adjusted 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

^[9]

Adjusted Non-GAAP Earnings Per Share

Measure:: 3

Pay vs Performance Disclosure

Name

^[10]

Adjusted Non-GAAP Operating Income

Year End Fair Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 4,893,141

$ 22,291,180

$ 25,082,098

$ 31,481,893

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(30,126,186)

(36,726,578)

(6,301,272)

68,792,082

Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(753,576)

(22,924,705)

(18,383,814)

14,241,941

Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Total Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(24,479,469)

(37,360,103)

397,012

114,515,916

Average Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,487,330

3,431,905

1,499,799

1,499,941

Average Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

^[11]

(2,802,435)

(4,829,574)

982,034

13,183,864

Average Reported Change in the Actuarial Present Value of Pension Benefits [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Average Pension Benefit Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Average Compensation Actually Paid to Non-PEO NEOs [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,253,607)

(2,544,510)

1,773,597

13,969,285

Average Year End Fair Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

922,067

2,229,023

3,135,004

3,935,120

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(3,830,662)

(4,147,950)

(332,549)

8,323,572

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

106,160

(2,910,647)

(1,820,421)

925,172

Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Average Value of Dividends of other Earnings Paid on Stock or Options Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

Total Average Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,802,435)

(4,829,574)

982,034

13,183,864

PEO | Adjustment Equity Awards Reported Value Member

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

^[12]

13,199,914

13,199,943

11,999,370

11,999,886

PEO | Adjustment Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

^[13]

(24,479,469)

(37,360,103)

397,012

114,515,916

PEO | Adjustment Reported Change in Actuarial Present Value of Pension Benefits Member

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

PEO | Adjustment Pension Adjustments Member

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

[1]

The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Kiani, our 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, 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 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’s total compensation reported in the Summary Compensation Table for each year to determine the CAP:

[3]

[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):

[5]

[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.

[7]

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

[8]

[9]

Represents a non-GAAP financial measure. Please see Appendix B to this Proxy Statement for a description of the adjustments and a reconciliation to the corresponding GAAP financial measure.

[10]

Represents a non-GAAP financial measure. Please see Appendix A to this Proxy Statement for a description of the adjustments and a reconciliation to the corresponding GAAP financial measure.

[11]

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

[12]

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.

[13]

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
2023	$	4,893,141	$	(30,126,186	)	$	0	$	(753,576	)	$	0	$	0	$	(24,479,469	)
2022		22,291,180		(36,726,578	)		0		(22,924,705	)		0		0		(37,360,103	)
2021		25,082,098		(6,301,272	)		0		(18,383,814	)		0		0		397,012
2020		31,481,893		68,792,082			0		14,241,941			0		0		114,515,916