DEXCOM INC DXCM

45% shingled-prose overlap between the two filings.

2025: 63,167 chars · 2026: 68,637 chars

• Committee Report:34% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):58% overlap (3,925 → 4,134 chars)
• Say-on-Pay proposal:47% overlap (25,000 → 24,999 chars)

• changedThis Compensation Discussion and Analysis provides an overview of our executive compensation philosophy and programs, the compensation arrangements for our named executive officers (our “NEOs”) for the year ended December 31, 2025 2024(“fiscal 2025”), 2024”),the material decisions the Compensation Committee of the Board (the “Compensation Committee”) made regarding those programs and arrangements during fiscal 2025, 2024,and the material factors considered in making those decisions.
• newEffective January 1, 2026, Jacob Leach became our President and Chief Executive Officer.
• newKevin Sayer, our Chairman, President and Chief Executive Officer since 2015, transitioned to the role of Executive Chairman on that date.
• newThe transition was the culmination of a succession planning process led by our independent directors.
• newIn connection with Mr. Leach’s appointment as Chief Executive Officer, and Mr. Sayer’s transition to Executive Chairman, after considering market data, internal equity, advice from its independent compensation consultant and other factors, the Compensation Committee adjusted the compensation of these two individuals as set forth below.
• changedOur NEOs for fiscal 2025 2024are:
• newNAMED EXECUTIVE OFFICERSJacob LeachPresident & Chief Executive OfficerKevin SayerExecutive ChairmanJereme SylvainEVP, Chief Financial OfficerMichael BrownEVP, Chief Legal OfficerJon ColemanEVP, Chief Commercial OfficerSadie SternEVP, Chief Human Resources Officer
• new38
• changedFiscal 2025 2024Corporate Performance
• changedWe launched our latest generation systems, the Dexcom G7 G6integratedContinuous Glucose Monitoring System, or G7, G6,in 2023, 2018,and welaunchedthe Dexcom G7 15 Day Continuous Glucose Monitoring System, G7,or G7 15 Day, G7,in late 2025. 2023.
• changedIn August 2024, we launched Stelo, our newbiosensor designed for adults with prediabetes and Type 2 diabetes who do not use insulin, as the first over-the-counter glucose biosensor in the U.S.
• changedKey Highlights(1) for fiscal 2025 2024include the following:Reported RevenueGross ProfitOperating IncomeNet Income$4.66 billion$2.80 billion$911.8 million$836.3 Income$4.03billion$2.44billion$600.0million$576.2millionup 16% 11%from 2024up 15% 2023up7%from 2024up 52% 2023up0.4%from 2024up 45% 2023up6%from 2024(1)The 2023(1)Thefinancial figures listed as key highlights are presented on a GAAP basis, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 2024,filed with the SEC on February 12, 2026. 18,2025.
• changedFinancial Flexibility(1)Cash, Cash Equivalents, & Short-term Marketable SecuritiesWorking CapitalOperating Cash Flows Available Line of Credit $2.00 billion$1.89 billion$1.44 billion$192.1 million(1)The $2.58billion$1.37billion$989.5million$192.3million(1)Thefinancial figures listed as financial flexibility are presented on a GAAP basis, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 2024,filed with the SEC on February 12, 2026. 18,2025.
• changedOur balance sheet remains strong, with $2.00 $2.58billion in cash, cash equivalents and short-term marketable securities as of December 31, 2025. 2024.
• newStrategic Achievements•Announced broader coverage in the United States with the national formularies of the three largest pharmacy benefit managers now covering Dexcom CGM for anyone with diabetes•Launched Dexcom G7 15 Day CGM system in the United States•Received FDA clearance for Dexcom Smart Basal, becoming the first and only CGM-integrated basal insulin dosing optimizer
• changedFiscal 2025 2024Compensation Overview
• changedGiven the focus on reducing healthcare costs, trends in the healthcare industry and changing regulation, the pricing pressure from payors, and increased competition, we anticipated that it would be challenging to maintain a rapid rate of growth during fiscal 2025; 2024;nevertheless, we expected our business to achieve:
• new39
• changedWhen designing our fiscal 2025 2024executive compensation program, the Compensation Committee considered the program objectives set forth below, our fiscal 2025 2024budget, and the intense competition for executive talent within the medical technology and broader technology and life science sectors.
• changedAs a result, with respect to our executive compensation program, in fiscal 2025 2024the Compensation Committee:
• changed•continued to allocate a meaningful proportion of target total cash compensation to our annual cash incentive award plan, which we refer to as our Management Bonus Plan (the “2025 “2024Bonus Plan”);
• changed•maintained adjusted revenue and revenue,non-GAAP operating margin and,forourCEO,strategicinitiativemilestonesas the company performance metrics in the 2025 2024Bonus Plan;
• changed•maintained performance-based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) in our equity compensation program, which were granted based on expected future contributions of each executive officer, among other factors; officer;
• changed•maintained •setPSUs at 50% of our CEO’s and 30% (whichreflectsayear-over-yearincrease)of our other NEOs’ total target annual equity compensation to ensure alignment with continued company growth and stockholder return;
• changedThe charts below illustrate the target total annual direct compensation for Mr. Sayer, who served as our CEO for the majority of fiscal and the average target total annual direct compensation of our other NEOs that was at-risk or variable, meaningitdependsonperformance,for fiscal 2025. 2024.
• newWhile Mr. Leach served, in addition to his other duties, as Dexcom’s interim principal executive officer effective September 14, 2025, his target total direct compensation for fiscal 2025 has been included in the average target total annual direct compensation of our other NEOs.
• new40
• newJacob Leach
• newEffective May 9, 2025, Mr. Leach was promoted from Executive Vice President, Chief Operating Officer to President and Chief Operating Officer.
• newIn connection with this promotion, Mr. Leach’s annual base salary was increased to $800,000 and he became eligible to receive an annual cash performance bonus equal to 100% of his annual base salary.
• newOn July 25, 2025, the Board appointed Mr. Leach as President and Chief Executive Officer, and as a member of the Board, all effective as of January 1, 2026.
• newEffective September 14, 2025, the Board appointed Mr. Leach to serve as Dexcom’s interim principal executive officer in addition to his other duties in connection with Mr. Sayer’s medical leave of absence described below.
• newOn December 19, 2025, in connection with Mr. Leach’s promotion to Chief Executive Officer, effective as of January 1, 2026, Mr. Leach entered into an offer letter with us with respect to his Chief Executive Officer role.
• newThe offer letter provides for an annual base salary of $1,150,000 and annual target bonus opportunity equal to 150% of his base salary.
• newPursuant to the terms of his offer letter, we also agreed to grant Mr. Leach RSUs with a grant date fair value of $7,500,000, vesting annually over the three years following the date of grant, subject to Mr. Leach’s continued service.
• newAlso pursuant to the terms of his offer letter, the Company agreed to grant Mr. Leach PSUs with a target fair value of $7,500,000, which are subject to vest if certain performance conditions established by the Compensation Committee are met, and subject to Mr. Leach’s continued service.
• newThese compensation components will be reported in the Company’s 2027 Proxy Statement, in the Compensation Discussion and Analysis covering 2026 executive compensation.
• newMr. Leach currently serves as Chief Executive Officer and President, and a member of the Board, as well as Dexcom’s principal executive officer and principal operating officer.
• newKevin Sayer
• newOn July 25, 2025, Mr. Sayer notified the Board of his intent to retire from his role as Chief Executive Officer effective January 1, 2026.
• newIn connection with his retirement, on July 25, 2025, the Board appointed Mr. Sayer as Executive Chairman of the Board, effective January 1, 2026, to provide ongoing leadership and strategic guidance to the Company.
• newMr. Sayer took a medical leave of absence effective from September 14, 2025 to March 2, 2026.
• newUpon his return, Mr. Sayer resumed his duties and responsibilities as Executive Chairman.
• newOn February 27, 2026, Mr. Sayer entered into a letter agreement with us with respect to his role as Executive Chairman, effective March 2, 2026.
• newThe letter agreement provides for an annual base salary of $610,000.
• newPursuant to the terms of Mr. Sayer’s letter agreement, we also agreed to grant Mr. Sayer RSUs with a fair value of $2,350,000, vesting in full on March 8, 2027, subject to Mr. Sayer’s continued service.
• newMr. Sayer’s letter agreement further provides that his equity awards granted prior to the effective date of the letter agreement will continue to vest in accordance with the terms of such awards and that Mr. Sayer remains eligible to participate in the employee benefit plans that Dexcom offers to its other executives, except that Mr. Sayer will no longer be eligible to participate in the Company’s Amended and Restated Severance & Change in Control Plan as an executive officer.
• newIn addition, Mr. Sayer will not be eligible for an annual cash performance bonus during his period of employment as Executive Chairman.
• newIn approving Mr. Sayer’s post-transition compensation as Executive Chairman, the Board considered the value of continued strategic support and leadership continuity during the transition to a new CEO.
• newThese compensation components will be reported in the Company’s 2027 Proxy Statement, in the Compensation Discussion and Analysis covering 2026 executive compensation.
• newJon Coleman
• newIn March 2025, Mr. Coleman was hired as our Executive Vice President, Chief Commercial Officer.
• newIn connection with his appointment and following an analysis of competitive market practices, Mr. Coleman entered into an offer letter with us which provides for an annual base salary of $650,000, an annual cash performance bonus with a target equal to 75% of his annual base salary (which target annual bonus was pro-rated for fiscal 2025 based on Mr. Coleman’s period of service in fiscal 2025), and a new hire RSU award representing a number of shares of the Company’s common stock with a value of $5,000,000, vesting over four years in equal annual installments from the date of grant, subject to Mr. Coleman’s continued service.
• new41
• changed2025 2024Executive Compensation Policies and Practices at a Glance
• new42
• changedAt our 2025 2024annual meeting of stockholders, our stockholders expressed support for our executive compensation program, with approximately 90% of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs (commonly known as a “Say-on-Pay” vote).
• changedThe Compensation Committee reviewed the results of the Say-on-Pay vote when designing our fiscal 2025 2024executive compensation program, and concluded based on the results of such vote and the stockholders’ endorsement of our fiscal 2024 2023executive compensation program that our executive compensation program was operating as anticipated.
• newOur CEO is not present during voting or deliberations on his compensation.
• newThe Compensation Committee has engaged the Executive and Board Advisory practice of Aon plc (“Aon”), an independent compensation consultant, since fiscal 2022, including for fiscal 2025.
• changedIn fiscal 2025, 2024,the Compensation Committee conducted an assessment of Aon’s independence pursuant to the SEC rules and Nasdaq listing standards and concluded that Aon’s work did not give rise to any conflict of interest.
• new43
• changedAs part of determining executive compensation for fiscal 2025, 2024,the Compensation Committee directed Aon to complete a competitive analysis of our executive compensation program.
• changedThis compensation peer group was updated and approved by the Compensation Committee in advance of making decisions with respect to fiscal 2025 2024executive compensation (the list below reflects peer group updates approved in 2024 2023to guide 2025 2024compensations decisions).
• newOne company, Splunk Inc. (acquired by Cisco Systems, Inc), was removed from the peer group, and two companies were added, as indicated below.
• changedFor fiscal 2025 2024compensation decisions, the compensation peer group approved by the Compensation Committee was comprised of the following companies:
• changedFiscal 2025 2024Peer Group CompaniesAgilent Technologies, Inc.IDEXX Laboratories, Inc.Align Technology, Inc.Illumina, Inc.Amgen Inc.Insulet Inc.*InsuletCorporationBioMarin Pharmaceutical Inc.Intuitive Surgical, Inc.Boston Scientific CorporationModerna, Inc.*Docusign, Inc.ResMed Inc.Edwards Corporation*ResMedInc.Docusign,Inc.SplunkInc.**EdwardsLifesciences CorporationVeeva Systems Inc.Exact Sciences CorporationWorkday, Inc.*Hologic, Inc.Zimmer CorporationZimmerBiomet Holdings, Inc.*Hologic,Inc.* New peer group companies added for fiscal 2025. 2024.**Peerthathassincebeenacquired.
• new44
• changedThe Compensation Committee determines each element of an executive officer’s pay or target total direct compensation to acknowledge the value, experience and potential the officer brings to the role, as well as the officer’s ability and success in meeting key objectives and level of performance, and referencing market competitive levels based on the peer group. performance.
• changedIn addition to the peer group data, the Compensation Committee also considers market information from the Radford McLagan Compensation Database GlobalTechnologypublished compensation survey, which reflects the broader market in which we compete for talent.
• new45
• changedFiscal 2025 2024Compensation Elements
• changedIn fiscal 2025, 2024,the Compensation Committee designed our executive compensation program to focus our executive officers on leading our entire organization toward achieving both short-term and long-term strategic, financial and operational goals, and increasing stockholder value, without encouraging excessive risk-taking.
• changedCompensation TypeDescriptionRationaleBase Salary(Cash)Fixed cash compensation paid on a bi-weekly basis.•Base salaries are intended to provide stable compensation to executive officers, enabling us to attract and retain skilled executive talent and maintain a stable leadership team.•Designed primarily to be appropriate for our executive officers’ positions and responsibilities.•Generally competitive with base salary levels in effect at peer group companies.Annual Cash Bonus(Cash)Annual cash bonus awards under the 2025 2024Bonus Plan that are contingent upon the achievement of annual financial and individual performance objectives.•Motivates objectives,andfortheCEO,annualfinancialperformanceobjectivesandindividualstrategicoperationalmilestones,establishedbytheCompensationCommittee.•Motivatesachievement of core short-term strategic and financial results.Long-term Equity Incentives(Stock)Equity incentives, in the form of RSUs and PSUs.
• newIn March 2025, the Compensation Committee approved the fiscal 2025 base salaries for our executive officers, including the NEOs (other than Mr. Coleman who was hired in March 2025).
• changedThe Compensation Committee, in addition to Basedonthe considerations described above, approved salary increases based on the following factors: includinga review of competitive market practices presented by Aon, the Compensation Committee’s desire to retain and incentivize our executive talent in the highly competitive market in which we operate, the Compensation Committee’s assessment of the contributions of each of our Non-CEO NEOs toward Dexcom’s performance during 2024, 2023,and the Compensation Committee’s recognition of the growing responsibilities of our Non-CEO NEOs. NEOs,theCompensationCommitteeapprovedsalaryincreasesfromMarch2023toMarch2024forMr.Sylvain,Mr.Brown,Mr.Leach,Ms.Stern,andMs.Lawver.
• newIn March 2025, the Compensation Committee also approved the fiscal 2025 base salary of our then-CEO, Mr. Sayer, which resulted in a 5% increase from his fiscal 2024 salary.
• changedThe Compensation Committee approved the salary increase ofourCEO,Mr.Sayer,increasedby4%infiscal2024as a result of the Compensation Committee’s assessment of Mr. Sayer’s hiscontribution toward Dexcom’s performance during 2024 2023and its review of base salaries paid to CEOs of the companies in our compensation peer group relative to our compensation philosophy, which showed that Mr. Sayer’s base salary was in line with belowthe median of our peer group.
• newEffective May 9, 2025, the Board of Directors approved the promotion of Mr. Leach from Executive Vice President, Chief Operating Officer to President and Chief Operating Officer, resulting in an additional 10% increase in his base salary to $800,000 during fiscal 2025.
• newName2025 Salary ($) 2024 Salary ($) Change from 2024Jacob Leach800,000 693,347 15 %(1)Kevin Sayer1,223,250 1,165,000 5 %Jereme Sylvain651,810 620,771 5 %Michael Brown636,694 606,375 5 %Jon Coleman650,000 — N/A(2)Sadie Stern575,791 548,372 5 %(1)Mr. Leach received an increase in base salary from $693,347 to $728,015 effective March 6, 2025.

More changes truncated for legibility. Open the filings on SEC for full prose.