Independent
Tenure on this board
12.6 yrs
12 nominees · 3 ballot items.
Elect twelve directors to the Board; ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for fiscal 2025 (Say-on-Pay).
Elect twelve nominees to DexCom’s Board of Directors, each to hold office until the 2027 annual meeting of stockholders.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers for fiscal year 2025 as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the company’s fiscal 2025 named executive officer (NEO) compensation as disclosed in the proxy (the Compensation Discussion and Analysis, compensation tables, and accompanying narrative). Management is seeking shareholder approval to confirm that its pay-for-performance approach, which emphasizes a majority of at-risk compensation (annual cash incentives and long-term equity awards including PSUs tied to adjusted revenue and three-year relative TSR), is aligned with stockholder interests and supported management’s strategic objectives in 2025. The proxy frames the compensation program as having supported substantial revenue growth, improved operating margins, and strengthened customer metrics in 2025, and the Board cites those results in recommending a FOR vote. Governance context: the vote is advisory (non-binding) under Section 14A, and the company commits to consider the outcome in future compensation decisions; the Compensation Committee also uses independent consultants and peer benchmarking in setting pay. Key design elements relevant to evaluation include: PSUs tied 50% to CEO and 30% to other NEOs that combine one-year adjusted revenue targets with a three-year relative TSR overlay, an annual bonus plan with adjusted revenue and non-GAAP operating margin components, supplemental retention RSUs granted in 2025, and clawback and stock-ownership policies intended to align interests with long-term shareholders. Management’s counterpoint to potential criticisms (e.g., overlap between annual and long-term metrics, or the size of equity awards) is that revenue growth and profitability targets were deliberately rigorous, that a significant portion of pay is performance-based and subject to multi-year vesting and certification, and that the Compensation Committee exercised discretion and governance controls in structuring awards. For an analyst evaluating the proposal, important considerations include the degree of overlap between annual and long-term metrics, the calibration of thresholds/targets (which the filing discloses), the balance between retention and performance incentives (e.g., supplemental RSUs), and the company’s responsiveness to prior say-on-pay feedback (the filing notes ~90% prior support). The Board’s recommendation is premised on its assessment that the programs incentivize leadership to capture market opportunity, improve margins, and create durable shareholder value, while maintaining governance safeguards such as an independent compensation consultant, clawback policy, and stock ownership guidelines.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 25,020,961 | $1.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 19,219,953 | $1.2B |
| 3 | STATE STREET CORP | 4.6% | 17,934,847 | $1.1B |
| 4 | BlackRock, Inc. | 4.2% | 16,070,103 | $1.0B |
| 5 | ALLIANCEBERNSTEIN L.P. | 3.3% | 12,923,644 | $858M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 11,144,083 | $697M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.3% | 8,808,950 | $553M |
| 8 | BAILLIE GIFFORD CO | 2.2% | 8,374,073 | $526M |
| 9 | BlackRock, Inc. | 2.1% | 7,977,830 | $501M |
| 10 | Amundi | 1.6% | 6,081,695 | $382M |
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