Sector: Health Care
DEXCOM INC · Meeting: May 8, 2025
Directors FOR
2
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
As CEO and board member since 2007, Mr. Sayer's tenure fully overlaps the period during which Dexcom's stock fell roughly 45% over three years while the company's own compensation peer group lost only about 4% — a gap of over 40 percentage points, well above the 20-point trigger for companies with negative absolute returns; the five-year record (-18.2pp gap vs. peers) also fails to provide a mitigating longer track record, so the against vote is maintained.
Mr. Altman has served on the board since 2013, meaning his tenure fully encompasses the three-year underperformance period during which Dexcom's stock declined roughly 45% while peers fell only about 4%; the five-year record does not offset this, so the against vote stands.
Mr. Augustinos has served since 2009 and his tenure fully covers the underperformance window; with Dexcom trailing its peer group by more than 40 percentage points over three years and no mitigating five-year track record, the against vote is warranted.
Mr. Collins joined the board in 2017, well before the three-year underperformance window, so his tenure meaningfully overlaps the period in which Dexcom fell roughly 45% against peers down only about 4%; the five-year data does not mitigate, so the against vote stands.
Ms. Dahut joined in August 2020 — more than 24 months before the measurement date — so her tenure covers the full three-year underperformance window, and the proxy separately discloses she attended fewer than 75% of board and committee meetings in 2024, each independently supporting an against vote.
Mr. Foletta, the Lead Independent Director, has served since 2014 and his tenure fully covers the three-year period during which Dexcom underperformed its peer group by over 40 percentage points; the five-year record does not provide a mitigating longer track record, so the against vote is maintained.
Ms. Heller joined in September 2019, more than 24 months before the measurement date, and her tenure fully overlaps the three-year underperformance window; the five-year record does not offset the sustained gap versus peers, so the against vote stands.
Mr. Malady joined in October 2020, more than 24 months before the measurement date, so his tenure covers the full three-year period in which Dexcom trailed its compensation peer group by more than 40 percentage points; the five-year data does not mitigate, so the against vote is warranted.
For Analysis
Ms. Driscoll joined the board in August 2023, which is within 24 months of the annual meeting date; under the policy, directors who joined within the past 24 months are exempt from the TSR underperformance trigger, so no performance-based concern applies and the default for vote is supported.
Ms. Galá joined the board in March 2025, well within the 24-month new-director exemption window, so she is not subject to the TSR underperformance trigger and the default for vote applies.
Eight of ten nominees receive an AGAINST vote because Dexcom's stock fell approximately 45% over the past three years while the company's own compensation peers declined only about 4% on average — a gap of over 40 percentage points that far exceeds the 20-point trigger for companies with negative absolute returns. The five-year record (an 18-point gap versus peers) does not clear the threshold needed to downgrade the vote to FOR, confirming that this is sustained rather than transient underperformance. Ms. Driscoll (joined August 2023) and Ms. Galá (joined March 2025) are exempt because they joined the board within the past 24 months. Ms. Dahut additionally missed the 75% meeting-attendance threshold in 2024.
CEO
Kevin R. Sayer
Total Comp
$15,828,797
Prior Support
90%%
Prior-year shareholder support was 90%, well above the 70% threshold that would require scrutiny of the company's responsiveness. CEO total compensation of approximately $15.8 million is within a plausible range for a large-cap medical device CEO at a ~$25 billion company, and the proxy discloses that the majority of CEO pay is variable and performance-linked — including performance stock awards tied to one-year revenue and three-year relative shareholder return — satisfying the pay-mix requirement. Although Dexcom's stock has underperformed its peers, the compensation structure itself contains meaningful performance conditions that can reduce payouts when targets are missed, and the prior-year support level provides no basis for a negative vote.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,634,015
Non-Audit Fees
$118,450
Dexcom is asking shareholders to ratify the newly appointed auditor Deloitte & Touche LLP for fiscal year 2025; the fee data available relates to the prior auditor EY (audit fees of roughly $4.6 million and non-audit/tax fees of roughly $118,000, giving a non-audit ratio of about 2.6% — well below the 50% threshold), no tenure concern arises for Deloitte as a newly engaged firm, and Deloitte is a Big 4 firm fully appropriate for a $24 billion company, so all policy tests are satisfied.
The 2025 Dexcom annual meeting presents a ballot where the primary governance concern is persistent stock underperformance: over the past three years Dexcom's shares declined roughly 45% while its own compensation peer group fell only about 4%, a gap that triggers against votes for eight of the ten director nominees under the policy's TSR framework, with the two newest directors (Driscoll and Galá) exempt due to their recent appointments. The Say on Pay and auditor ratification proposals both pass their policy screens cleanly — prior-year pay support was 90%, the compensation structure is meaningfully performance-linked, and the newly appointed auditor Deloitte has no tenure or fee-ratio concerns.
17 companies disclosed in 2025 proxy filing
