DEF 14A of Dexcom Inc, Apr 22, 2024

DEF 14A of Dexcom Inc

Filed Apr 22, 2024 · FY20230001093557-24-000070

Open on EDGAR

  1. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Kevin R. Sayer | | | | | Chairperson of the Board, President and CEO | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 66 | 2007 | None | None |

  2. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Steven R. Altman | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 62 | 2013 | Compensation, Nominating and Governance | None |

  3. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Nicholas Augustinos | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 65 | 2009 | Nominating and Governance | None |

  4. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Richard A. Collins | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 67 | 2017 | Audit, Nominating and Governance | None |

  5. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Karen Dahut | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 60 | 2020 | Compensation, Technology | None |

  6. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    Karen Dahut has served on our Board since August 2020. In October 2022, Ms. Dahut was selected as the CEO of Google Public Sector, responsible for helping public sector clients digitally transform with the Google suite of products. Prior to this role, Ms. Dahut was the Sector President for Booz Allen's Global Defense business. Ms. Dahut held several leadership positions throughout the organization, including Chief Innovation Officer; Leader, Analytics and Data Science Business; and Leader, Economic and Business Analytics Capability. Before joining Booz Allen in 2002, Ms. Dahut served as comptroller for the Navy’s premier biomedical research institute and as a United States Naval Officer. Ms. Dahut also actively serves on the Board of Directors for the National Air and Space Museum and the Center for New American Security. Additionally, Ms. Dahut has served as a Director of EisnerAmper LLP since August 2021. She previously served on the Board of Directors of Tech Data Corporation, an end-to-end technology distributor and Fortune 100 company, prior to its acquisition by Apollo Global Management in June 2020. Ms. Dahut received a Bachelor’s degree in Finance from Mount Saint Mary’s University and a Master's of Science degree from the University of Southern California’s Viterbi School of Engineering. Ms. Dahut’s considerable leadership experience qualifies her to serve on the Board.

  7. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Rimma Driscoll | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 51 | 2023 | Audit, Technology | Zoetis Inc. |

  8. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Mark G. Foletta | | | | | Lead Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 63 | 2014 | Audit | AMN Healthcare Services, Inc., & Enanta Pharmaceuticals, Inc. |

  9. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    Mark G. Foletta has served on our Board since November 2014 and has served as our Lead Independent Director since November 2015. From February 2017 to June 2020, Mr. Foletta was the Chief Financial Officer and Executive Vice President of Tocagen, Inc., a publicly traded biotech company. From August 2015 to July 2016, Mr. Foletta served as the interim CFO of Biocept, Inc., an early commercial-stage publicly traded molecular oncology diagnostics company. Mr. Foletta previously served as Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from March 2006 through Amylin’s acquisition by Bristol Myers-Squibb Company in August 2012, and as Vice President, Finance and Chief Financial Officer of Amylin from 2000 to 2006. Prior to joining Amylin in 2000, Mr. Foletta held a number of management positions with Intermark, Inc. and Triton Group Ltd. from 1986 to 2000 and served as an Audit Manager with Ernst & Young. Mr. Foletta is currently a member of the Board of Directors and Audit Committee of AMN Healthcare Services, Inc., a publicly traded healthcare workforce solutions provider. He also is a member of the Board of Directors and Audit Committee of Enanta Pharmaceuticals, Inc. since July 2020. Mr. Foletta received a B.A. in Business Economics from the University of California, Santa Barbara and is a member of the Corporate Directors Forum. Mr. Foletta’s considerable audit and financial experience in the biotechnology and pharmaceutical sectors qualifies him to serve on the Board.

  10. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Bridgette P. Heller | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 62 | 2019 | Compensation | Aramark Corporation, Integral Ad Science, & Novartis AG |

  11. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Kyle Malady | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 57 | 2020 | Nominating and Governance, Technology | Verizon Communications, Inc. |

  12. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2024

    | Eric J. Topol, M.D. | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 69 | 2009 | Technology | None |

  13. Considerations in Identifying and Evaluating Director Nominees

    Considerations in Identifying and Evaluating Director Nominees

  14. Considerations in Identifying and Evaluating Director Nominees

    | 1 | Identify Director Nominees | The Nominating and Governance Committee considers director nominees recommended by sitting directors, officers, employees, stockholders, third-party search firms and others using the same criteria to evaluate all candidates. | | 2 | Review Candidate Pool | The Nominating and Governance Committee reviews candidates to determine whether candidates warrant further consideration. | | 3 | Evaluate Candidates | The Nominating and Governance Committee meets with and evaluates each potential candidate for the Board, in the context of the Board as a whole, and the specific needs of the Board at that time, with the objective of establishing a Board that is comprised of members that can best further stockholder interests through the exercise of sound judgment, using the diversity of its experience. | | 4 | Recommend Director | Upon selection of a qualified candidate, the Nominating and Governance Committee recommends the candidate for appointment or election to our Board. | | 5 | Appointment or Election to the Board | Since 2019, four new independent Directors have been added to our Board, each bringing a diverse set of skills and perspectives that add significant value to our governance and oversight. |

  15. Considerations in Identifying and Evaluating Director Nominees

    Nominees for the Board should be committed to enhancing long-term stockholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity. The Board’s policy is to encourage selection of directors who will contribute to the Company’s overall corporate goals. In evaluating potential candidates to the Board, the Nominating and Governance Committee may also consider such factors as: •Professional experience in health care, medical technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board •Personal skills •Diversity (including with respect to race, ethnicity, gender identity and sexual orientation)

  16. ESG Priority Assessment

    | NON-EMPLOYEE DIRECTOR COMPENSATION |

  17. Non-Employee Director Compensation Philosophy and Process

    Non-Employee Director Compensation Philosophy and Process The general philosophy of our Board is that annual compensation for non-employee directors should reward them for a year of service in fulfilling their oversight responsibilities. As described more fully below, non-employee director compensation is in the form of equity, specifically time-based restricted stock units (“RSUs”), in order to align further the long-term interests of our non-employee directors with those of our stockholders. We do not compensate our Chief Executive Officer for his Board service in addition to his regular employee compensation. The Compensation Committee periodically evaluates the appropriate level and form of compensation for non-employee directors and recommends changes to our non-employee director compensation program, if any, to the Board when appropriate. The Compensation Committee considers the information, analysis and recommendations from the Compensation Committee’s independent consultant, which was Aon Hewitt Consulting Company ("Aon") for fiscal year 2023, including market data in connection with this evaluation when appropriate. Our Board reviews the Compensation Committee’s recommendations and then determines the amount of director compensation. Our Compensation Committee and Board assess pay relative to our peers and the market annually. In conducting that assessment for fiscal 2023, the Compensation Committee found that the per director average pay and total non-employee director compensation program generally were aligned with our peers' practices.

  18. Non-Employee Director Compensation Philosophy and Process

    | Non-Employee Director Compensation Arrangements |

  19. Non-Employee Director Compensation Philosophy and Process

    Our Board reviewed the Compensation Committee’s recommendations and approved the compensation for our non-employee directors for 2023 as follows:

  20. Non-Employee Director Compensation Philosophy and Process

    | Director Compensation Elements | Value-Based Equity Award ($) | | Initial Appointment Equity Grant | 500,000 | | Annual Equity Retainer Grant | 325,000 | | Additional Annual Equity Grant for Committee Service | | | Audit Committee Chair | 27,500 | | Compensation Committee Chair | 20,625 | | Technology Committee Chair | 20,625 | | Nominating and Governance Committee Chair | 13,700 | | Lead Independent Director | 40,000 | | Audit Committee Member | 12,500 | | Compensation Committee Member | 10,000 | | Technology Committee Member | 10,000 | | Nominating and Governance Committee Member | 7,500 |

  21. Non-Employee Director Compensation Philosophy and Process

    The number of RSUs granted to our directors is calculated based on the value-based equity award amounts per the table above and the average closing price of our common stock for the 30-trading day period ending on the 5th business day prior to the grant date. Initial equity grants to our non-employee directors vest over three years in equal annual installments, subject to continued service. Annual equity grants to our non-employee directors are made at the Board meeting immediately following the annual meeting of stockholders and vest in one annual installment on the earlier of the one-year anniversary of the grant date or the date of the next annual meeting of stockholders, subject to continued service. The annual equity grant for general Board service will be prorated if a new non-employee director commences service less than 6 months prior to the next scheduled annual meeting of stockholders. Vesting of outstanding equity awards held by non-employee directors is accelerated in full upon a change in control of Dexcom. All of our non-employee directors are reimbursed for their reasonable expenses in attending Board and committee meetings.

  22. Non-Employee Director Compensation Philosophy and Process

    | Non-Employee Director Stock Ownership Guidelines |

  23. Non-Employee Director Compensation Philosophy and Process

    Each non-employee director of our Board is required to hold a minimum number of shares of Dexcom stock with a value equal to two times his or her annual equity grant. Each non-employee director is required to acquire and thereafter maintain the required stock ownership within five years of becoming a member of the Board. Generally, ownership levels are determined by including stock acquired through open market purchases, shares vested and unvested pursuant to time-based RSUs. Non-employee directors may, however, sell enough shares to cover their income tax liability on vested equity awards. Non-employee directors who have met the guidelines are expected, absent unusual circumstances, to maintain compliance with their target ownership levels. All of our non-employee directors who have served five years or more on our Board are in compliance with the guidelines as of the Record Date.

  24. Non-Employee Director Compensation Philosophy and Process

    | 2023 Director Compensation Table |

  25. Non-Employee Director Compensation Philosophy and Process

    During fiscal 2023, we did not pay or reimburse any expenses of our non-employee directors, except for reasonable expenses for attending Board and committee meetings. In addition, other than initial equity awards and annual retainers issued in the form of RSUs, we have not paid any other equity or non-equity compensation to our non-employee directors since 2011. The following table provides information for fiscal 2023 regarding all compensation awarded to each person who served as a non-employee director for some portion or all of fiscal 2023.

  26. Non-Employee Director Compensation Philosophy and Process

    | | Awarded during fiscal 2023 | Unvested Shares as of December 31, 2023 | | Name | Stock Awards ($)(1) | Unvested RSUs (#) | | Steven R. Altman | 343,399 | 2,885 | | Nicholas Augustinos | 362,205 | 3,043 | | Richard A. Collins | 345,898 | 2,906 | | Karen Dahut | 345,898 | 2,906 | | Rimma Driscoll | 404,724(2) | 4,008 | | Mark G. Foletta | 393,510 | 3,306 | | Bridgette P. Heller | 346,493 | 2,911 | | Barbara E. Kahn(3) | 348,398 | 2,927 | | Kyle Malady | 343,399 | 2,885 | | Eric J. Topol, M.D. | 346,493 | 2,911 | | Jay S. Skyler, M.D(4) | — | — |

  27. Non-Employee Director Compensation Philosophy and Process

    (1)These amounts reflect the grant date fair value of RSUs granted during fiscal 2023, computed in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 1 and Note 9 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024. For fiscal 2023, the annual non-employee director RSU awards were granted on May 18, 2023, and subject to vesting on the earlier of the one-year anniversary of the grant date and the next scheduled annual meeting of stockholders. (2)Ms. Driscoll joined our Board in August 2023 and received a grant of 4,008 RSUs on August 24, 2023, based on a value-based grant of $500,000 and the average closing price of Dexcom common stock for the 30-trading day period ending on the fifth business day prior to the grant date. (3)Dr. Kahn was not re-nominated for election to the Board at the Annual Meeting, and her term as a director will end on the date of the Annual Meeting. (4)Dr. Skyler was not re-nominated for election to the Board at the 2023 annual meeting of stockholders and his term as a director ended in May 2023.

  28. Non-Employee Director Compensation Philosophy and Process

    | PROPOSAL NO. 2 | | Ratification of Independent | | Registered Public Accounting Firm |

  29. Non-Employee Director Compensation Philosophy and Process

    | þ | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. |

  30. Non-Employee Director Compensation Philosophy and Process

    The Audit Committee has selected Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and is seeking ratification of such selection by our stockholders at the Annual Meeting. EY has audited our financial statements since 2000. Representatives of EY are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of EY as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of EY to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain EY. Even if the selection is ratified, the Audit Committee in its discretion may direct the selection of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the company and our stockholders. Ratification of the selection of EY as our independent registered public accounting firm requires the affirmative "FOR" vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the Annual Meeting and are voted for or against the matter. Abstentions are not deemed to be votes cast on this proposal, are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. PROXIES RECEIVED BY THE COMPANY WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

  31. Non-Employee Director Compensation Philosophy and Process

    | Principal Accountant Fees and Services |

  32. Non-Employee Director Compensation Philosophy and Process

    The following table provides information regarding the fees billed for professional services rendered by EY for the fiscal years ended December 31, 2023 and 2022. All fees described below were pre-approved by the Audit Committee.

  33. Non-Employee Director Compensation Philosophy and Process

    | | Fiscal Year Ended December 31, | | | | 2023 | 2022 | | Audit Fees(1) | $4,202,076 | $3,858,640 | | Audit-Related Fees | — | — | | Tax Fees(2) | 29,001 | 77,604 | | All Other Fees | — | — | | Total Fees | $4,231,077 | $3,936,244 | | (1) Audit Fees consist of professional services rendered in connection with the integrated audit of our consolidated financial statements and internal control over financial reporting, review of our interim consolidated financial statements included in quarterly reports, comfort letter procedures, and audit services rendered in connection with statutory and regulatory filings. | | | | (2) Tax Fees relate to professional services rendered in connection with tax compliance, preparation of tax returns, and tax audits. | | |

  34. Non-Employee Director Compensation Philosophy and Process

    | Pre-Approval Policies and Procedures |

  35. Non-Employee Director Compensation Philosophy and Process

    As set forth in the charter of the Audit Committee, the Audit Committee pre-approves the fees and other significant compensation to be paid to, and all audit and non-audit services provided by the independent registered public accounting firm. The Audit Committee may establish pre-approval policies and procedures, as permitted by applicable law, including without limitation policies that would allow the delegation of pre-approval authority to one or more members of the Audit Committee, provided that any pre-approval decision is reported to the Audit Committee at its next scheduled meeting.

  36. Non-Employee Director Compensation Philosophy and Process

    | Report of the Audit Committee of the Board |

  37. Non-Employee Director Compensation Philosophy and Process

    The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Dexcom under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, unless and only to the extent that Dexcom specifically incorporates it by reference. The Audit Committee reviewed and discussed with Dexcom’s management and Ernst & Young LLP the audited consolidated financial statements of Dexcom for the year ended December 31, 2023. The Audit Committee has also discussed with Ernst & Young LLP such matters as are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence from Dexcom. Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board that such audited consolidated financial statements be included in Dexcom’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 8, 2024.

  38. Non-Employee Director Compensation Philosophy and Process

    | Audit Committee | | Mark G. Foletta (Chair) | | Richard A. Collins | | Rimma Driscoll | | Barbara E. Kahn |

  39. Non-Employee Director Compensation Philosophy and Process

    | PROPOSAL NO. 3 | | Advisory Vote to Approve Named Executive Officer Compensation |

  40. Non-Employee Director Compensation Philosophy and Process

    | þ | | | | THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION |

  41. Non-Employee Director Compensation Philosophy and Process

    As required by Section 14A of the Exchange Act, we are asking our stockholders to approve, on a non-binding advisory basis, the compensation of our CEO, our CFO, and the next three most highly compensated executive officers during fiscal 2023 (our “Named Executive Officers” or “NEOs”) for the year ended December 31, 2023, as disclosed in this Proxy Statement in accordance with SEC rules, which includes the disclosure under “Compensation Discussion and Analysis” below, the compensation tables and the narrative disclosures following the compensation tables. This vote is commonly known as a “Say-on-Pay” vote. This proposal is being submitted to enable stockholders to express views on the design and effectiveness of our compensation program for our Named Executive Officers. We are requesting that stockholders cast a non-binding advisory vote on the following resolution: RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K in this Proxy Statement (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables) is hereby APPROVED by the Company’s stockholders, on a non-binding advisory basis. We believe the compensation program for our Named Executive Officers was instrumental in helping us achieve strong performance in 2023, including generating a record full fiscal year 2023 revenue ("GAAP Revenue") as reported in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 8, 2024 ("Form 10-K") of $3.62 billion, an increase of $712.5 million, or 24%, as compared to 2022, and an increase of $1.17 billion, or 48%, as compared to 2021. We encourage stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement, for a more detailed explanation of the compensation of the Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. Consistent with the recommendation of our Board and the preference of our stockholders, as reflected in the non-binding advisory vote on the frequency of future Say-on-Pay votes held at our 2023 annual meeting of stockholders, we intend to hold a “Say-on-Pay” vote every year, which we believe will allow for a meaningful evaluation period of performance against our compensation practices. Accordingly, the next “Say-on-Pay” advisory vote is expected to be held at the 2025 annual meeting of stockholders. This policy will remain in effect until the next stockholder vote on the frequency of non-binding advisory votes on the compensation of our Named Executive Officers, which is expected to be held at the 2029 annual meeting of stockholders. As an advisory vote, this proposal is not binding upon us. However, our Board and the Compensation Committee value the opinions expressed by stockholders and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers. Approval of the non-binding advisory vote on the compensation of the Company’s Named Executive Officers requires the affirmative "FOR" vote of the holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the Annual Meeting and are voted for or against the matter. Abstentions and broker non-votes are not deemed to be votes cast on this proposal, are not included in the tabulation of voting results on this proposal, and will not affect the outcome of voting on this proposal. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. PROXIES RECEIVED BY THE COMPANY WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

  42. Non-Employee Director Compensation Philosophy and Process

    | EXECUTIVE OFFICERS |

  43. Non-Employee Director Compensation Philosophy and Process

    The names of our executive officers, their ages, their positions with Dexcom, and other biographical information as of March 27, 2024, are set forth below:

  44. Non-Employee Director Compensation Philosophy and Process

    | Name | Age | Position | | Kevin R. Sayer | 66 | Chairperson, President and Chief Executive Officer | | Jereme M. Sylvain | 44 | Executive Vice President, Chief Financial Officer | | Michael J. Brown | 54 | Executive Vice President, Chief Legal Officer | | Matthew Dolan | 43 | Executive Vice President, Strategy, Corporate Development and Dexcom Labs | | Teri L. Lawver | 57 | Executive Vice President, Chief Commercial Officer | | Jacob S. Leach | 46 | Executive Vice President, Chief Operating Officer | | Sadie M. Stern | 49 | Executive Vice President, Chief Human Resources Officer |

  45. Non-Employee Director Compensation Philosophy and Process

    The following is biographical information as of March 27, 2024, for our executive officers, with the exception of Kevin Sayer, our Chairperson, President and Chief Executive Officer, who is discussed above under "Proposal No. 1 Election of Directors - Nominee Director Biographies".

  46. Non-Employee Director Compensation Philosophy and Process

    | Jereme M. Sylvain | | Executive Vice President, Chief Financial Officer |

  47. Non-Employee Director Compensation Philosophy and Process

    Jereme M. Sylvain has served as our Chief Financial Officer since March 2021, and has served as our Chief Accounting Officer since March 2020. Prior to his role as Chief Financial Officer, Mr. Sylvain served as our Senior Vice President, Finance and Chief Accounting Officer since March 2020, and joined Dexcom in September 2018 as our Vice President, Finance and Corporate Controller. Prior to joining Dexcom, Mr. Sylvain held various positions at NuVasive, Inc., including Vice President, Corporate Controller and Chief Accounting Officer from August 2016 to September 2018 and Vice President, Corporate Controller from March 2014 to August 2016. Prior to joining NuVasive, Inc. Mr. Sylvain held the role of Senior Director, Finance with Thermo Fisher Scientific, where he was responsible for global accounting for the life sciences solutions group. Mr. Sylvain joined Thermo Fisher Scientific in February 2014, following its acquisition of Life Technologies Corporation. From July 2007 to February 2014, Mr. Sylvain held multiple finance and accounting roles at Life Technologies and its predecessor, Invitrogen Corporation. Prior to joining Invitrogen, Mr. Sylvain worked for the public accounting firm Ernst & Young LLP. Mr. Sylvain obtained his Certified Public Accounting license after receiving a B.A. in Finance from Arizona State University and a M.S. in Accountancy from the University of Notre Dame.

  48. Non-Employee Director Compensation Philosophy and Process

    | Michael J. Brown | | Executive Vice President, Chief Legal Officer |

  49. Non-Employee Director Compensation Philosophy and Process

    Michael J. Brown is Executive Vice President and Chief Legal Officer at Dexcom, where he has worldwide responsibility for all legal and intellectual property matters. Before joining Dexcom in 2022, Mr. Brown was a partner at DLA Piper, from January 2017 until January 2022, where he served as outside general counsel to companies, advised on important business and legal issues, assisted with corporate governance and executed mergers and acquisitions and financings. Prior to DLA Piper, he was a partner at Stradling Yocca Carlson & Rauth, where he represented emerging and public technology, life science and other growth companies. Prior to Stradling Yocca Carlson & Rauth, Mr. Brown served as outside General Counsel for several high-growth companies. Mr. Brown earned his J.D. from the University of Virginia School of Law and his B.A. from the University of Washington. Mr. Brown is a board member of Riding on Insulin, a non-profit organization that connects the global diabetes community through action sports.

  50. Non-Employee Director Compensation Philosophy and Process

    | Matthew Dolan | | Executive Vice President, Strategy, Corporate Development and Dexcom Labs |

  51. Non-Employee Director Compensation Philosophy and Process

    Matthew Dolan has served as our Executive Vice President of Strategy, Corporate Development & Dexcom Labs since September 2022. Mr. Dolan joined Dexcom in 2015 and has held various positions of increasing responsibility. Prior to his current role, Mr. Dolan held the role of Senior Vice President of Strategy, Corporate Development and New Markets from March 2021 to September 2022, and Senior Vice President and General Manager, New Markets from March 2020 to March 2021. Prior to that, Mr. Dolan was Vice President and General Manager, New Markets from May 2019 to March 2020. From March 2017 to May 2019, he served as Vice President of Corporate Development, and held the position of Senior Director, Corporate Affairs from November 2015 to March 2017. In his current role, Mr. Dolan is responsible for Dexcom’s corporate strategy and development functions, including long-range planning, strategic and competitive intelligence, partnerships, and M&A. Since its inception in 2019, he oversees the Dexcom Labs incubator, focused on expanding the company’s value proposition across new areas of growth for both its Continuous Glucose Monitoring and other sensing capabilities. Mr. Dolan's past responsibilities included support of Dexcom’s Investor Relations efforts. With 20 years of experience in the medical technology space, Mr. Dolan began his career as an equity analyst. Prior to Dexcom, he served as Senior Research Analyst at Roth Capital Partners, followed by a leadership role in strategy and business development at Volcano Corporation for three years through the company’s acquisition by Philips in 2015. Mr. Dolan holds a Bachelor’s degree in Economics/Pre-Medicine from Northwestern University.

  52. Non-Employee Director Compensation Philosophy and Process

    | Teri L. Lawver | | Executive Vice President, Chief Commercial Officer |

  53. Non-Employee Director Compensation Philosophy and Process

    Teri L. Lawver has served as Executive Vice President and Chief Commercial Officer of Dexcom since January 2023. Prior to Dexcom, Ms. Lawver held a variety of leadership roles at Johnson & Johnson Corporation from 2002 to 2023, including Worldwide Vice President, Immunology from 2017 to 2023, and Global Vice President, Cardiovascular & Metabolism from 2013 to 2017. Prior to joining Johnson & Johnson, Ms. Lawver was an Associate Principal at McKinsey & Company from 1995 to 2002. Ms. Lawver holds an M.B.A. from Duke University’s Fuqua School of Business, and a Bachelor of Science degree from Georgetown University.

  54. Non-Employee Director Compensation Philosophy and Process

    | Jacob S. Leach | | Executive Vice President, Chief Operating Officer |

  55. Non-Employee Director Compensation Philosophy and Process

    Jacob S. Leach has served as our Executive Vice President and Chief Operating Officer since August 2022, and previously served as our Executive Vice President, Chief Technology Officer from October 2018 to August 2022, Senior Vice President of Research and Development from January 2015 to October 2018, and previously served as our Vice President of Research and Development from January 2011 to January 2015. From February 2010 to January 2011, he served as our Senior Director of Research and Development, from September 2008 to February 2010, he served as our Director of Research and Development, from January 2007 to February 2010 he served as our Manager of Hardware Engineering, and from March 2004 to January 2007 as Senior Electrical Engineer. From 1996 to 2004, Mr. Leach held positions in research and development at MiniMed and subsequently Medtronic Diabetes, focusing on the development of glucose sensing systems. Mr. Leach holds a Bachelor of Science degree in Electrical Engineering with a minor in Biomedical Engineering from the University of California, Los Angeles.

  56. Non-Employee Director Compensation Philosophy and Process

    | Sadie M. Stern | | Executive Vice President, Chief Human Resources Officer |

  57. Non-Employee Director Compensation Philosophy and Process

    Sadie M. Stern has served as our Executive Vice President and Chief Human Resources Officer since September 2020. From October 2017 to September 2020, Ms. Stern was employed by 3D Systems Corporation, most recently as Executive Vice President, People and Culture. From January 2012 until October 2017, Ms. Stern served as Senior Director, Human Resources of Qualcomm. Ms. Stern has also worked at LG Electronics and The Walt Disney Company, and received a Bachelor of Arts in English from San Diego State University and a Masters of Arts in Higher Education from the University of Denver.

  58. Non-Employee Director Compensation Philosophy and Process

    | EXECUTIVE COMPENSATION |

  59. Non-Employee Director Compensation Philosophy and Process

    | Compensation Discussion and Analysis |

  60. Non-Employee Director Compensation Philosophy and Process

    This 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, 2023 ("fiscal 2023"), the material decisions the Compensation Committee of the Board (the "Compensation Committee") made regarding those programs and arrangements during fiscal 2023, and the material factors considered in making those decisions. The Compensation Committee has the principal responsibility for overseeing all executive officer and director compensation, and in doing so establishes, implements and continually monitors adherence to our compensation philosophy and objectives. Our NEOs for fiscal 2023 are:

  61. Non-Employee Director Compensation Philosophy and Process

    | 2023 NAMED EXECUTIVE OFFICERS | | Kevin R. Sayer | | Chairperson, President & Chief Executive Officer | | Jereme M. Sylvain | | EVP, Chief Financial Officer | | Michael J. Brown | | EVP, Chief Legal Officer | | Teri L. Lawver | | EVP, Chief Commercial Officer | | Jacob S. Leach | | EVP, Chief Operating Officer |

  62. Non-Employee Director Compensation Philosophy and Process

    | Fiscal 2023 Corporate Performance |

  63. Executive Summary

    | Financial Flexibility | | | | | Cash, Cash Equivalents, & Short-term Marketable Securities | Working Capital | Operating Cash Flows | Available Line of Credit | | $2.72 billion | $2.87 billion | $748.5 million | $192.6 million |

  64. Executive Summary

    Given 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 2023; nevertheless, we expected our business to achieve: •substantial increases in revenue; •increases to our operating income; and •various performance goals to maintain and advance our technology advantage and commercial deployment. When designing our fiscal 2023 executive compensation program, the Compensation Committee considered the program objectives set forth below, our fiscal 2023 budget, and the intense competition for executive talent within the medical technology and broader technology and life science sectors. The Compensation Committee’s overall objective was to compensate our executive officers, including our NEOs, in a manner that attracts and retains the caliber of individuals needed to manage and staff a demanding and high-growth business in a rapidly evolving, innovative and competitive industry. As a result, with respect to our executive compensation program, in fiscal 2023 the Compensation Committee: •maintained our base salary and target total cash compensation levels for our NEOs generally within the market range of our compensation peer group; •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 “2023 Bonus Plan”); •maintained adjusted revenue, non-GAAP operating margin and, for our CEO, strategic operating goals as the company performance metrics in the 2023 Bonus Plan; •paid out 2023 Bonus Plan awards to our CEO and other NEOs based on the company's strong achievement of its metrics, as well as individual performance; •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; •consistent with prior years, PSUs represented 50% of our CEO's and 20% of our other NEOs' total equity compensation to ensure alignment with continued company growth and stockholder return, and in fiscal 2024, we increased the PSU component for our other NEOs to 30% to further drive performance; •maintained one-year adjusted revenue and three-year relative stockholder return as our metrics in our PSUs to drive company growth and stockholder return; and •maintained strong governance policies and practices.

  65. Aligning CEO and NEO Pay with Performance

    | WHAT WE DO | WHAT WE DO NOT DO | | þ Pay for Performance philosophy and culture þ Majority of pay is “at risk,” delivered via long-term equity and annual cash incentives þ Compensation Committee selects and engages its own independent advisor and all Compensation Committee members are independent directors þ Compensation Committee reviews external competitive market data when making compensation decisions and annually reviews our compensation peer group þ CEO is subject to a one-year post-vesting holding period on all time-based equity awards þ Stock ownership guidelines that apply to our executive officers and our board of directors þ Nasdaq-compliant compensation Clawback Policy þ Annual risk assessment of our compensation program þ Annual Say-on-Pay vote | ý No pledging or hedging of Company securities ý No excessive perquisites ý No guaranteed minimum bonuses or equity awards ý No discounted stock options or stock appreciation rights. Our A&R 2015 EIP prohibits the repricing of stock options or stock appreciation rights without stockholder approval ý No single trigger acceleration of vesting upon a change in control ý No excise tax gross-ups |

  66. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has engaged Aon, an independent compensation consultant, during fiscal 2022 and 2023 to advise the Compensation Committee on executive compensation practices for fiscal 2023. In fiscal 2023, 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.

  67. Role of Compensation Consultant

    | Compensation Peer Group |

  68. Role of Compensation Consultant

    During fiscal 2023, the Compensation Committee directed Aon to complete a competitive analysis of our executive compensation program. In connection with this analysis, Aon analyzed both publicly available data from the companies in our compensation peer group (as described below) and compensation survey data, while also obtaining historical data and insight into our previous compensation practices. In its analysis, Aon used a peer group of publicly traded companies that are directly comparable in size and industry to ours, and which compete with us for valued employees in the medical device and technology and broader life science and technology sectors. In addition, the companies in this peer group are generally in similar stages of their business lifecycle within the medical or broader life science and technology sectors, and generally had similar annual revenues, annual revenue growth, market capitalization, and/or headcount. This compensation peer group was updated and approved by the Compensation Committee in advance of making decisions with respect to fiscal 2023 executive compensation (the list below reflects peer group updates approved in 2022 to guide 2023 compensations decisions). The primary specific criteria used to review and update the peer group consisted of the following:

  69. Role of Compensation Consultant

    | Compensation Peer Group Criteria | | | | | | | | Revenue | Industry | Market Capitalization | | Trailing twelve months revenue that, at the time of the analysis, generally fell within the range of 0.5 to 2.5 times our revenue. | Medical technology and device and broader high-growth life science and technology companies. | Market capitalization that, at the time of the analysis, generally fell within a range of 0.3 to 3.0 times our market capitalization. |

  70. Role of Compensation Consultant

    Application of this criteria resulted in minor changes in the peer group, adding and removing companies outside the specific medical device industry that better reflect Dexcom’s size, value and growth. One company, Cerner Corporation, was removed from the peer group, and one company was added, as indicated below. For fiscal 2023 compensation decisions, the compensation peer group approved by the Compensation Committee was comprised of the following companies:

  71. Role of Compensation Consultant

    | Fiscal 2023 Peer Group Companies | | | ABIOMED, Inc.** | Illumina, Inc. | | Agilent Technologies, Inc. | Insulet Corporation | | Align Technology, Inc. | Intuitive Surgical, Inc. | | BioMarin Pharmaceutical Inc. | Masimo Corporation | | Docusign, Inc. | ResMed Inc. | | Edwards Lifesciences Corporation | Seagen Inc.** | | Exact Sciences Corporation | Splunk Inc. | | Hologic, Inc.* | Veeva Systems Inc. | | IDEXX Laboratories, Inc. | | | * New peer group companies added for fiscal 2023. | | | ** Peers that have since been acquired. ABIOMED, Inc was acquired by Johnson & Johnson. Seagen Inc was acquired by Pfizer Inc. | |

  72. Role of Compensation Consultant

    | Competitive Positioning |

  73. Role of Compensation Consultant

    The Compensation Committee generally seeks to position each executive officer’s target total direct annual compensation to fall around the median range for comparable positions at the companies in our compensation peer group. In addition, the Compensation Committee generally structures our executive compensation program so that outstanding performance (as measured against our compensation plan measures and related target levels) generates total annual compensation within the median target range. On the other hand, our compensation program is generally structured so that achievement below our plans’ objectives generates total annual compensation below the median target range, which reflects the Compensation Committee’s pay-for-performance philosophy. The 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. The differences in compensation levels among our executive officers are also informed by the differences in the range of compensation for similar positions at the companies in our compensation peer group. However, the Compensation Committee does not benchmark its compensation decisions to any particular level or against any specific member of the peer group. Rather, it uses the peer group data as a factor in determining the appropriate levels of total compensation and each individual compensation element for our executive officers. In addition to the peer group data, the Compensation Committee also considers market information from the Radford Global Technology published compensation survey, which reflects the broader market in which we compete for talent.

  74. Role of Compensation Consultant

    | Fiscal 2023 Compensation Elements |

  75. Role of Compensation Consultant

    In fiscal 2023, 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. The table sets forth principal elements of compensation for our executive officers, including our NEOs.

  76. Role of Compensation Consultant

    | Compensation Type | | Description | Rationale | | | Base 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 2023 Bonus Plan that are contingent upon the achievement of annual financial and individual performance objectives, and for the CEO, additional strategic operational milestones, established by the Compensation Committee. | •Motivates achievement of core short-term strategic and financial results. | | | Long-term Equity Incentives (Stock) | Equity incentives, in the form of RSUs and PSUs. PSUs include financial objectives and multi-year relative shareholder return metrics. | •Motivates and rewards significant company performance with particular focus on our revenue growth and multi-year value creation. •Increases alignment of our executive officers’ interests with the long-term interests of our stockholders. •Encourages our executive officers to behave like owners. •Enables retention. |

  77. Role of Compensation Consultant

    Consistent with our compensation philosophy and objectives described above, an executive officer’s total direct compensation is based upon our company’s overall performance and the performance of that individual executive officer. We do not have a pre-established policy or target for allocating between fixed and variable compensation, which includes short-term cash compensation and long-term equity compensation, or among the different types of variable compensation, although the allocation is influenced by the Compensation Committee’s assessment of the compensation practices of the companies in the compensation peer group and our short-term and long-term strategic objectives.

  78. Base Salary

    Base Salary We provide our executive officers with a base salary to compensate them for services rendered during the fiscal year. The Compensation Committee determines the base salaries for our executive officers based in part on its review of the prevailing compensation practices in our compensation peer group and the following factors: the executive officer’s scope of responsibilities, experience, performance and objectives for the year. The Compensation Committee generally strives to set the base salaries for each of our executive officers at or around the median of our compensation peer group but maintains flexibility as warranted. On March 8, 2023, based on the considerations described above, the Compensation Committee approved the fiscal 2023 base salaries for our executive officers, including the NEOs. As a group, the Non-CEO NEOs’ base salaries increased by between 5% and 27% in fiscal 2023 as compared to fiscal 2022. Mr. Brown, Mr. Leach, and Mr. Sylvain received increases from March 2022 to March 2023 based on performance and comparison to external market data. The salary of our CEO, Mr. Sayer, increased by 16% in fiscal 2023 as a result of the Compensation Committee’s assessment of his contribution toward Dexcom’s performance during 2022 and 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 below the median of our peer group. The salary of our CFO, Mr. Sylvain, increased by 27% in fiscal 2023 as a result of company and individual performance, the criticality of his role, and market data considerations. All increases were made based on considerations of market data, company performance and individual performance and contribution.

  79. 2023 Performance-Based Cash Bonus

    2023 Performance-Based Cash Bonus The Compensation Committee believes that a meaningful portion of the target total cash compensation for each executive officer should be based on short-term company performance pursuant to our annual bonus plan. Our 2023 Bonus Plan was adopted under the terms of our omnibus Incentive Bonus Plan, which was approved in March 2021. The 2023 Bonus Plan is intended to motivate our executive officers to achieve a combination of financial and individual performance objectives, which include strategic operational milestones for our CEO, set by the Compensation Committee that are consistent with and support our annual operating plan. The individual performance of each of our NEOs is based on a qualitative assessment and determined by the Compensation Committee (with input from the CEO for the other NEOs). Generally, the financial goals are developed through our annual financial planning process, during which management and the Compensation Committee assess our operating environment and build projections on anticipated results. Such target performance objectives are then reviewed and approved by the Compensation Committee and set forth in objective terms in the bonus plan, and may be based on annual financial and operational performance objectives established by our Board. For fiscal 2023, the Compensation Committee set an overall cap on annual cash bonus payouts of 200% of the total target payout opportunity for each NEO under the 2023 Bonus Plan. Our Compensation Committee approved the 2023 Bonus Plan in March 2023 with the terms and conditions for the NEOs described below.

  80. 2023 Executive Annual Cash Bonus Formula and Design

    2023 Executive Annual Cash Bonus Formula and Design Each NEOs’ annual bonus is calculated by multiplying the NEO’s Target Annual Cash Bonus by the Financial Performance Multiplier, as discussed below. The resulting amount may then be adjusted up or down by the individual’s Individual Performance Multiplier for the year. The Individual Performance Multiplier can increase the amount to a maximum of 200% of the NEO’s target bonus or decrease the amount to zero.

  81. 2023 Executive Annual Cash Bonus Formula and Design

    | 2023 Bonus Plan Payout Formula | | | | | | | Base Salary (1)x | Target Annual Cash Bonus %x | Financial Performance Multiplierx | Individual Performance Multiplier | = | Annual Cash Bonus | | (1) Based on the salary earned for fiscal year 2023. | | | | | |

  82. 2023 Executive Annual Cash Bonus Formula and Design

    | 2023 Bonus Plan Key Terms | Definitions | | Annual Cash Bonus | The annual cash bonus to be paid to the NEOs under the 2023 Bonus Plan determined by multiplying the Target Annual Cash Bonus by achieved Financial Performance Multiplier, and achieved Individual Performance Multiplier. The annual cash bonus could be prorated based on hire date, promotions or salary changes throughout the fiscal year. | | Target Annual Cash Bonus | The target annual cash bonus is the NEO's base salary multiplied by a percentage set by the Compensation Committee. | | Financial Performance Multiplier | The multiplier applicable to the annual cash bonus based on the sum of the Financial Performance Components. | | Financial Performance Components | The sum of the individual components that make up the Financial Performance Multiplier, which includes the Adjusted Revenue Component, the Non-GAAP Operating Margin Component, and, for the CEO, the CEO Strategic Initiative Component. | | Adjusted Revenue Component | The Adjusted Revenue Component is based on an adjusted revenue metric set by the Compensation Committee. Adjusted revenue is defined as reported revenue as filed in our Form 10-K with the SEC on February 8, 2024, excluding the effect of acquisitions/dispositions of subsidiaries or group of assets not contemplated in the budget and excluding the effect of foreign currency fluctuations relative to the budgeted rate. The budget rate is the rate determined annually. ("2023 Adjusted Revenue"). See Annex A for a reconciliation to GAAP Revenue. | | Non-GAAP Operating Margin Component | The Non-GAAP Operating Margin Component is based on Non-GAAP Operating Income as defined and calculated as set forth on Annex A divided by GAAP Revenue ("Non-GAAP Operating Margin"). | | CEO Strategic Initiative Component | The CEO Strategic Initiative Component is comprised of pre-established milestones set by the Compensation Committee. | | Individual Performance Multiplier | The Individual Performance Multiplier is based on the individual's performance throughout the fiscal year and determined by the Compensation Committee. The Individual Performance Multiplier can increase the final Annual Cash Bonus payout up to a maximum of 200% or reduce it to a minimum of 0%. |

  83. Target Annual Cash Bonus

    Target Annual Cash Bonus The Compensation Committee approved the 2023 Target Annual Cash Bonus percentages for our CEO and our other executive officers, including the other NEOs. Target Annual Cash Bonus percentages are determined after reviewing compensation peer group and other market data presented by Aon. The Target Annual Cash Bonus for each of our NEOs was as follows:

  84. Target Annual Cash Bonus

    | Name | 2023 Target Annual Cash Bonus (%) | 2022 Target Annual Cash Bonus (%) | | Kevin R. Sayer | 130% | 125% | | Jereme M. Sylvain | 75% | 75% | | Michael J. Brown | 75% | 75% | | Teri L. Lawver | 75% | N/A | | Jacob S. Leach | 75% | 75% |

  85. Financial Performance Multiplier

    Financial Performance Multiplier Achievement at the threshold, target, and maximum levels indicated above result in bonus pool funding with respect to the Financial Performance Components at 50%, 100%, and 175%, respectively. If the threshold goal is not achieved for a Financial Performance Component, there is no payout for that measure and the total payout opportunity for each Financial Performance Component is capped at 175%. In March 2023, the Compensation Committee approved the following components to constitute the Financial Performance Multiplier under the 2023 Bonus Plan. See Annex A for reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Achievement between threshold, target and maximum is determined on a sliding scale. In March 2023, the Compensation Committee approved the following components to constitute the Financial Performance Multiplier under the 2023 Bonus Plan. •Adjusted Revenue Component was selected as the primary measure to determine annual cash bonuses since it is a key indicator of our growth in terms of customers and utilization of our products. No portion of the 2023 cash bonuses attributable to the Adjusted Revenue Component was to be paid unless we met a specified minimum 2023 Adjusted Revenue threshold level for fiscal 2023 of at least $3.22 billion. The Compensation Committee believed the 2023 Adjusted Revenue threshold to be challenging but achievable, requiring strong performance from each of our NEOs. Actual achievement of the Adjusted Revenue Component was $3.61B, as noted above. •Non-GAAP Operating Margin Component was selected as a second key measure to determine the 2023 annual cash bonuses to provide our NEOs with an incentive to increase our operating income as we continue to work towards achieving and maintaining profitability. No portion of the 2023 annual cash bonuses attributable to the Non-GAAP Operating Margin Component was to be paid unless we met a specified minimum Non-GAAP Operating Margin threshold for fiscal 2023 of at least 14.50%. The Non-GAAP Operating Margin threshold was established at a level that the Compensation Committee believed was challenging but achievable, requiring the Non-GAAP Operating Margin to meaningfully grow, and would require strong performance by each of our executive officers. Actual achievement of the Non-GAAP Operating Margin Component was 19.8%, as noted above. Achievement below threshold for the Adjusted Revenue Component and Non-GAAP Operating Margin Component may result in no payout of the Annual Cash Bonus. However, the Board of Directors retains discretion for bonus payouts if the performance achieved is below threshold, but it did not exercise this discretion in fiscal 2023. •CEO Strategic Initiative Component. Strategic initiative milestones, applicable only to the CEO, were selected as a third key measure for the CEO's annual cash bonus opportunity given the importance of continuing to develop our pipeline, commercialize our products, and increase our organizational efficiency. Under the 2023 Bonus Plan, 20% of the CEO's target annual cash bonus opportunity was tied to achieving certain strategic initiative milestones selected by the Compensation Committee for fiscal 2023. The CEO’s strategic initiatives are related to organizational structure development, the development of certain products, and our product roadmap. These strategic initiative milestones were designed to directly impact our ability to advance our product portfolio, increase revenue, increase our organizational efficiency, and increase the overall value of the Company in the future. The Compensation Committee and the Board evaluated and weighed the level of achievement by the CEO of each of these milestones, and determined that they were achieved at 100%. As a result, it did not increase or decrease the CEO's financial performance metric outcome. If all milestones are achieved, the CEO Financial Performance Multiplier is equal to the Company Financial Performance Multiplier. In the event that milestones are not 100% achieved, the Financial Performance Multiplier may be less due to partial achievement. These achievements of the Financial Performance Components resulted in an aggregate payout of 140% for our CEO and other NEOs prior to the application of the Individual Performance Multiplier described below.

  86. Fiscal 2023 Actual Bonus Paid

    Fiscal 2023 Actual Bonus Paid The following table presents information relating to the actual bonus paid under the 2023 Bonus Plan for each NEO.

  87. Fiscal 2023 Actual Bonus Paid

    | Name | Salary ($) | 2023 Target Annual Cash Bonus (%) | Target 2023 Bonus ($) | Actual 2023 Bonus Paid(1) ($) | | Kevin R. Sayer | 1,092,822(2) | 130% | 1,420,669 | 1,988,948 | | Jereme M. Sylvain | 533,599(2) | 75% | 400,199 | 560,279 | | Michael J. Brown | 546,647(2) | 75% | 409,985 | 660,077(3) | | Teri L. Lawver | 528,164(4) | 75% | 396,123 | 554,573 | | Jacob S. Leach | 625,053(2) | 75% | 468,790 | 656,305 |

  88. Fiscal 2023 Actual Bonus Paid

    (1) The product of the multipliers and the Target Annual Cash Bonus may not equal the actual bonus paid due to rounding. (2) As the 2023 annual base salary was effective in March 2023, the salary has been prorated accordingly. (3) Mr. Brown's Individual Performance Multiplier for the 2023 Bonus Plan was 115%. (4) Ms. Lawver's annual base salary for fiscal 2023 was $540,000. Her annual salary for fiscal 2023 reflected in this table is prorated to reflect her hire date of January 9, 2023. Her 2023 bonus was calculated based on her prorated salary.

  89. Equity Awards Granted in 2023

    Equity Awards Granted in 2023 Because of the direct relationship between the value of our equity awards and the fair market value of our common stock, we believe that granting RSUs and PSUs is the best method of motivating our executive officers in a manner that aligns their interests with our long-term strategic direction and the interests of our stockholders, and helps reduce the possibility that they make business decisions that favor short-term results or individual compensation at the expense of long-term value creation. During fiscal 2023, our CEO’s annual equity awards were evenly split between RSUs and PSUs (at target) and our other NEOs’ annual equity awards were split between 80% RSUs and 20% PSUs. In early fiscal 2024, our Compensation Committee determined to retain the CEO’s even split between RSUs and PSUs and to increase the performance-component of the other NEOs’ equity awards by granting 70% RSUs and 30% PSUs. This increase in the PSU component further aligns incentives among our senior management team and aligns a greater amount of our NEO compensation to the achievement of long-term performance objectives. The Compensation Committee grants equity awards to our executive officers based upon prior performance, market data and the importance of retaining their services and with the goal of providing each executive officer with an incentive to manage from the perspective of an owner with an equity stake in the business to help us attain our long-term goals. The Compensation Committee also regards equity awards as a key retention tool. The retentive aspect of our equity award program is a very important factor in our determination of the type of award to grant and the number of shares underlying the equity award that are granted due to the highly competitive market for experienced management in our industry. The Compensation Committee considers market data in addition to the number and value of vested and unvested equity awards currently held by our executive officers in determining the need for, and size of, additional awards. Typically, we grant equity awards to our executive officers shortly following their commencement of employment with us ("New Hire RSUs") and annually in conjunction with the release of our fiscal year-end earnings results ("Annual RSUs" and "Annual PSUs"). Consistent with prior years, in fiscal 2023, the Compensation Committee granted RSU and PSU awards to our NEOs. The PSUs motivate recipients to achieve key long-term financial and strategic goals. The RSUs are complementary to the PSUs because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to Dexcom. New Hire RSUs granted to our NEOs at the time of hire vest over four years in equal annual installments from the date of grant. The target value of New Hire RSUs is determined based on individual negotiation and input from Aon. Annual RSU awards granted to our NEOs vest over three years in equal annual installments from the date of grant. PSUs are awarded annually to our NEOs and vest upon achievement of certain performances metrics (as certified by our Compensation Committee) and, continuous service. We grant a mix of annual RSU and PSU awards to NEOs based on their position within the Company as of the most recent fiscal year-end, collectively referred to as total annual equity awards. The Compensation Committee has the authority to allocate off-cycle equity grants based on business needs. The following table illustrates the number of shares and value of our equity awards granted at target to our NEOs in fiscal 2023:

  90. Equity Awards Granted in 2023

    | Name | PSU Shares (#)(1)(2) | RSU Shares (#)(1)(2) | Total Shares (#)(1) | Total Annual Equity Award Value ($)(2) | Grant Date Value ($) | | Kevin R. Sayer | 54,422 | 54,422 | 108,844 | 12,000,000 | 12,486,939 | | Jereme M. Sylvain | 5,443 | 21,769 | 27,212 | 3,000,000 | 3,127,182 | | Michael J. Brown | 5,443 | 21,769 | 27,212 | 3,000,000 | 3,127,182 | | Teri L. Lawver(3) | — | 45,352 | 45,352 | 5,000,000 | 5,112,939 | | Jacob S. Leach | 6,350 | 25,397 | 31,747 | 3,500,000 | 3,648,340 | | (1) The number of shares awarded is determined by dividing the allocated total annual equity award value by the average stock price over 30 consecutive days as of five business days prior to the grant date. | | | | | | | (2) The allocation of annual equity awards to NEOs in fiscal 2023 by type of award and title is shown below: | | | | | | | (3) Teri L. Lawver was hired on January 9, 2023. As such, she was not eligible to be granted Annual RSU or PSU awards for fiscal 2023. The RSU shares granted were composed entirely of New Hire RSU awards. | | | | | |

  91. Equity Awards Granted in 2023

    | Position | PSUs (%) | RSUs (%) | | CEO | 50% | 50% | | Other NEOs | 20% | 80% |

  92. Equity Awards Granted in 2023

    For fiscal 2024, this allocation for our CEO remains the same and the allocation for the other NEOs is 30% PSUs and 70% RSUs. Our Board and the Compensation Committee believe our equity award structure ensures continued focus on the long-term value of our business, aligns the interests of our executive officers with those of our stockholders and helps to retain highly talented executives. The Annual RSU awards granted to the NEOs in fiscal 2023 vest over three years in equal annual installments from the date of grant. The New Hire RSU awards granted in 2023 to Ms. Lawver vest over four years in equal annual installments from the date of grant. See the subsection below entitled "2023 PSU Awards" for information regarding the terms of the PSU awards. Overall, the Compensation Committee considered the management of our aggregate dilution in fiscal 2023 both with respect to our NEOs and our overall company budget and the need to maintain market competitive awards and reward performance when granting equity awards.

  93. 2023 PSU Award Formula and Design

    2023 PSU Award Formula and Design The PSU award structure is described below.

  94. 2023 PSU Award Formula and Design

    | PSU Award Formula (1) | | | | | | | | | Combined PSU Multiplier | | | | | Component | Target PSUsX | Corporate Performance MultiplierX | Relative TSR Performance Multiplier | = | Earned PSUs | | CEO Weighting | 50% of annual equity awards | 0% - 160% | 0% - 125% | | 0% - 200% | | Other NEO Weighting | 20% of annual equity awards | 0% - 160% | 0% - 125% | | 0% - 200% | | (1) PSUs are awarded to all of our eligible executive officers, other than during their first year of service with us when they are eligible for a New Hire RSU award instead. | | | | | |

  95. 2023 PSU Award Formula and Design

    | PSU Award Key Terms | | Definitions | | | Target PSUs | | The number of PSUs awarded at target as a percentage of the NEO's total annual equity award. Target assumes that the Corporate Performance Multiplier and the Relative TSR Performance Multiplier is achieved at 100%. | | | Earned PSUs | | The number of PSUs earned after applying the unrounded Corporate Performance Multiplier and TSR Performance Multiplier achieved. | | | Corporate Performance Metric | | The Corporate Performance Metric is based on Adjusted Revenue over the Corporate Performance Period. | | | Corporate Performance Multiplier | | The multiplier applicable to the Target PSUs based on the Corporate Performance Metric achieved. | | | Relative TSR Performance Metric | | The Relative TSR Performance Metric is the relative level of achievement of the Company’s total shareholder return (increase in stock price plus dividends) (“TSR”) as compared to the TSR of the companies that comprise the Nasdaq Composite Index (“Index”) over the applicable Relative TSR Performance Period. | | | Relative TSR Performance Multiplier | | The multiplier applicable to the Target PSUs based on the Relative TSR Performance Metric achieved. | | | Combined PSU Multiplier | | The product of the Relative TSR Performance Multiplier and Corporate Performance Multiplier. | | | Grant Year | Corporate Performance Metric | Corporate Performance Period | Relative TSR Performance Period | | 2023 | 2023 Adjusted Revenue (1) | January 1, 2023 through December 31, 2023 | January 1, 2023 through December 31, 2025 | | (1) 2023 Adjusted Revenue is defined as reported revenue as filed in our Form 10-K with the SEC on February 8, 2024, excluding the effect of acquisitions/dispositions of subsidiaries or group of assets not contemplated in the budget and excluding the effect of foreign currency fluctuations relative to the budgeted rate. The budget rate is the rate determined annually. | | | |

  96. 2023 PSU Awards (Certification in 2026)

    2023 PSU Awards (Certification in 2026) In fiscal 2023, we granted the NEOs (other than Ms. Lawver who received New Hire RSUs and became eligible for PSU grants in fiscal year 2024) PSUs (the "2023 PSUs") that are earned upon achievement of both a one-year Adjusted Revenue Corporate Performance Metric (2023 Adjusted Revenue) and a three-year Relative TSR Performance Metric. The Compensation Committee concluded that the one-year performance period for the Adjusted Revenue performance metric along with a three-year Relative TSR component, which adds to the long-term nature of the program, provided an appropriate balance between shareholder interests and having sufficient line of sight to set aggressive goals that reward high-caliber performance. The achievement of the Corporate Performance Metric was measured and certified in the first quarter of 2024 and the achievement of the Relative TSR Performance Metric will be certified in the first quarter of 2026. The Earned PSUs will vest subject to the NEOs' continued employment through certification by the Compensation Committee. Any Target PSUs that are not earned and vested at the time of certification or on the date of termination of employment shall automatically be forfeited, subject to the terms and conditions outlined in the section entitled “Severance and Change in Control Arrangements". •Corporate Performance Metric (2023 Adjusted Revenue). 2023 Adjusted Revenue was selected as the Corporate Performance Metric since it is a key indicator of our growth in terms of customers and utilization of our products. The Compensation Committee recognized that at this time, the Company has a unique opportunity in the market and only a brief window to take maximum advantage of it. The 2023 Adjusted Revenue metric focuses executive officers on the Company’s critical priority of top line revenue growth, and incentivizes the CEO and other NEOs to grow the business and seize market share. It is measured over a one-year performance period in order to incentivize our leadership team and retain the flexibility to properly incentivize and reward performance. •Relative TSR Performance Metric. The three-year Relative TSR Performance Metric balances this one-year revenue goal with a longer-term stock price appreciation goal. The three-year Relative TSR Performance Metric is measured against the Nasdaq Composite Index, starting January 1 of the year the PSU award is granted and ending December 31 of the third year after the grant date. The Compensation Committee selected the comparison group of the Nasdaq Composite Index for its stability and because it consists of companies with a certain caliber of performance required to remain on the index. The table below shows the range of Corporate Performance Metrics based on 2023 Adjusted Revenue levels and their corresponding multiplier applicable to the 2023 PSUs. Corporate Performance Metric achievement between certain levels is measured on a straight-line interpolation basis, and the corresponding Corporate Performance Multiplier is likewise determined on a corresponding straight-line interpolation basis. If the Corporate Performance Metric Achievement for the 2023 PSUs is less than the minimum amount specified by the Compensation Committee, no PSUs are eligible to vest.

  97. 2023 PSU Awards (Certification in 2026)

    | Range | Corporate Performance Metric Achievement (2023 Adjusted Revenue) | Corporate Performance Multiplier (as a Percentage of Target PSUs) (%) | | Minimum | Less than $3.22 Billion | 0% | | Target | $3.37 Billion | 100% | | Maximum | $3.62 Billion | 160% |

  98. 2023 PSU Awards (Certification in 2026)

    The table below shows the multiplier applicable at each level of achievement under the Relative TSR Performance Metric over the applicable performance period. The target is at the 60th Percentile, requiring above median performance, which is rigorous and challenging. Relative TSR Performance Metric achievement between certain levels will be measured on a straight-line interpolation basis, and the corresponding Relative TSR Performance Multiplier will likewise be determined on a corresponding straight-line interpolation basis. If the Relative TSR Performance Metric achievement is less than the 10th Percentile set forth in the table below, the Relative TSR Performance Multiplier shall be zero and no PSUs will become Earned PSUs, regardless of the level of achievement of the Corporate Performance Metric.

  99. 2023 PSU Awards (Certification in 2026)

    | Relative TSR Performance Metric Achievement (Company Percentile Rank as Compared to Index Companies) | Relative TSR Performance Multiplier (as a Percentage of Target PSUs) (%) | | Minimum (Less than 10th Percentile) | 0% | | Target (60th Percentile) | 100% | | Maximum (Greater than or equal to the 90th Percentile) | 125% |

  100. 2023 PSU Awards (Certification in 2026)

    The table below shows the range of the multipliers to determine the hypothetical number of Earned PSUs.

  101. 2023 PSU Awards (Certification in 2026)

    | PSU Multiplier Calculation | Minimum Multiplier (%) | Target Multiplier (%) | Maximum Multiplier (%) | | Corporate Performance Multiplier | 0% | 100% | 160% | | Relative TSR Performance Multiplier | 0% | 100% | 125% | | Combined PSU Multiplier | 0% | 100% | 200% |

  102. 2023 PSU Awards (Certification in 2026)

    The table below shows the range of modifiers applicable to the 2023 PSUs based on the Corporate Performance Metric achieved in fiscal 2023.

  103. 2023 PSU Awards (Certification in 2026)

    | 2023 PSU Hypothetical Multipliers Based on Achieved Corporate Performance Metric | | | | | | | Corporate Performance Metric (1 year) | | Relative TSR Performance Metric (3 years) | | | | | Fiscal 2023 Adjusted Revenue | Achieved Corporate Performance Multiplier | Range | TSR Percentile | Applicable TSR Performance Multiplier | Combined PSU Multiplier(1) | | $3.609 Billion | 157% | Minimum | <10th Percentile | 0% | 0% | | | | Target | 60th Percentile | 100% | 157% | | | | Maximum | ≥90th Percentile | 125% | 197% | | (1) The product of the multipliers may not equal the total due to rounding on the achieved Corporate Performance Multiplier. | | | | | |

  104. 2023 PSU Awards (Certification in 2026)

    The table below shows the number of 2023 PSUs each NEO can earn at different levels of achievement based on a hypothetical level and PSUs that could be earned based on the Corporate Performance Metric achieved in fiscal 2023.

  105. 2023 PSU Awards (Certification in 2026)

    | | Hypothetical PSUs at Target and Maximum Opportunity for Relative TSR and Corporate Performance Multipliers | | PSUs Eligible to be Earned Based on Achieved Corporate Performance Multiplier at Target and Maximum Relative TSR Performance Multipliers | | | | Combined PSU Multiplier at 100% | Combined PSU Multiplier at 200% | Combined PSU Multiplier at 157% | Combined PSU Multiplier at 197% | | Name | PSUs at Target Relative TSR and Target Corporate Performance Multipliers (#) (1) | PSUs at Maximum Relative TSR and Maximum Corporate Performance Multipliers (#) (1) | PSUs at Target Relative TSR and Achieved Corporate Performance Multipliers (#) (1) | PSUs at Maximum Relative TSR and Achieved Corporate Performance Multipliers (#) (1) | | Kevin R. Sayer | 54,422 | 108,844 | 85,585 | 106,981 | | Jereme M. Sylvain | 5,443 | 10,886 | 8,560 | 10,700 | | Michael J. Brown | 5,443 | 10,886 | 8,560 | 10,700 | | Jacob S. Leach | 6,350 | 12,700 | 9,987 | 12,483 | | (1) The product of the Target PSUs and Combined PSU Multiplier may not equal the number of PSUs due to rounding. | | | | |

  106. Health and Welfare Benefits

    Health and Welfare Benefits Except for certain severance and change in control agreements and the eligibility to participate in our executive non-qualified deferred compensation plan, each as described below, our executive officers are not entitled to any health and welfare benefits that are not otherwise available to all of our employees. In addition, we do not provide pension arrangements, or maintain non-qualified defined benefit plans, post-retirement health coverage (aside from COBRA benefits), or similar benefits for our executive officers. Our health and insurance plans are consistent for all employees.

  107. Perquisites and Other Personal Benefits

    Each of our NEOs participates in our Amended and Restated Severance and Change in Control Plan (the “Severance & Change in Control Plan”) adopted in May 2023, which provides for specified payments and benefits if the NEO’s employment is terminated for a reason other than for cause, death or disability, or if the executive officer’s employment is terminated by the executive officer for good reason within 12 months of a change of control. The Severance & Change in Control Plan is designed to facilitate our ability to attract and retain our executive officers as we compete for talent in a market where such protections are commonly offered. Further, the plan enables us to avoid the loss and distraction of key management personnel that may occur if such key personnel are concerned about their job security in connection with actual or rumored corporate changes, and to help us attract and retain qualified executives who could have other job alternatives that may appear to them to be less risky without these arrangements. The post-employment payments and benefits described in the section entitled “Severance and Change in Control Arrangements” below are designed to ease an executive officer’s transition due to an unexpected employment termination by us due to changes in our employment needs, as well as a termination of employment following a change in control of our Company. The material terms of our Severance & Change in Control Plan were determined following recommendations from Aon with the intention of aligning these provisions with those of our peer companies and offering competitive compensation programs. Our Severance & Change in Control arrangements encourage our executive officers to remain focused on our business in the event of rumored or actual fundamental corporate changes. We believe the structure of the Severance & Change in Control Plan protects stockholder value by allowing us the opportunity to deliver an intact and motivated management team to any potential acquirer. If we did not offer any benefits in connection with a change in control, our executive officers could be less motivated to pursue a potential acquisition or continue working for us during a transition after an acquisition, even if such a transaction would benefit our stockholders, because of the possibility that they would lose the potential value of their unvested equity compensation or future cash compensation upon an acquisition. As a result, we believe that these benefits further incentivize our executive officers to continue to create value for us and our stockholders. The amounts payable upon a NEO’s termination of employment or upon a change in control of our Company have been calculated on an estimated basis and are set forth in the section entitled “Severance and Change in Control Arrangements” below. Please see the section entitled “Employment, Severance and Change in Control Arrangements” below for additional detail on the terms of our Severance & Change in Control Plan, included estimated amounts payable.

  108. Perquisites and Other Personal Benefits

    Ownership levels are determined by including shares of common stock owned directly as well as shares underlying unvested time-based RSUs. Shares subject to outstanding and unexercised stock options (whether vested or unvested) do not count toward these stock ownership requirements. In addition, shares constructively owned by the executive officer (through a spouse, dependent children and or/trust) do count towards the ownership requirement. Notwithstanding the foregoing, executive officers may sell enough shares to cover their income tax liability on vested equity awards. As of March 27, 2024, all of our NEOs who have served three years or more as executive officers, including the CEO, were in compliance with these stock ownership guidelines. Executive officers are expected, absent unusual circumstances, to maintain compliance with their target ownership levels. In addition, our CEO is required to retain all shares received as a result of the exercise or settlement of any stock options or RSUs, net of any applicable exercise price and tax withholdings, for a period of no less than twelve months from the date of such exercise or settlement. Notwithstanding the foregoing, the CEO may sell shares that are held for less than twelve months to cover any tax payments relating to such equity awards that the CEO is required to make. In addition, the Compensation Committee may waive the twelve-month requirement for sales made by the CEO in response to a financial, medical or other personal emergency. This holding requirement further aligns our CEO’s interests with the long-term interests of our stockholders and is in addition to the requirement for the CEO to maintain stock ownership equal to six times his annual salary. Our Insider Trading Policy, among other things, establishes periods of time during which employees, including our executive officers, may and may not trade shares of our common stock. In addition, it also prohibits our employees, including our executive officers and the non-employee directors from acquiring, selling, or trading in any interest or position relating to the future price our securities, such as a put option, a call option or a short sale (including a short sale “against the box”). We do not allow employees to hedge our equity securities. For additional information, see “Corporate Governance - Anti-Hedging.”

  109. Accounting Considerations

    | 2023 Summary Compensation Table |

  110. Accounting Considerations

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Kevin R. Sayer Chairperson, President & Chief Executive Officer | 2023 | 1,092,822 | — | 12,486,939(4) | 1,988,948 | 143,535 | 15,712,244 | | | 2022 | 953,424 | — | 13,212,746(5) | 1,251,370 | 18,112 | 15,435,652 | | | 2021 | 900,000 | — | 9,596,745(6) | 1,473,750 | 14,829 | 11,985,324 | | Jereme M. Sylvain EVP, Chief Financial Officer | 2023 | 533,599 | — | 3,127,182(4) | 560,279 | 33,840 | 4,254,900 | | | 2022 | 426,288 | — | 2,697,743(5) | 365,915 | 48,935 | 3,538,881 | | | 2021 | 379,500 | — | 3,955,721(6) | 372,859 | 30,800 | 4,738,880 | | Michael J. Brown EVP, Chief Legal Officer(7) | 2023 | 546,647 | — | 3,127,182(4) | 660,077 | 8,886 | 4,342,792 | | | 2022 | 491,918 | — | 4,824,782 | 402,143 | 27,435 | 5,746,278 | | Teri L. Lawver EVP, Chief Commercial Officer(8) | 2023 | 528,164(9) | 100,000(10) | 5,112,939 | 554,573 | 230,917 | 6,526,593 | | Jacob S. Leach EVP, Chief Operating Officer | 2023 | 625,053 | — | 3,648,340(4) | 656,305 | 8,325 | 4,938,023 | | | 2022 | 534,743 | — | 3,433,079(5) | 437,153 | 22,233 | 4,427,208 | | | 2021 | 450,000 | — | 4,792,343(6) | 442,125 | 23,805 | 5,708,273 |

  111. Accounting Considerations

    | Name | Perquisites or Personal Benefits ($) | Reimbursement of Taxes Owed ($) | Subsidiary Director Fees Earned or Paid in Cash ($)(1) | Other ($)(2) | Total All Other Compensation ($) | | Kevin R. Sayer | 128,255(3) | 15,280(3) | — | — | 143,535 | | Jereme M. Sylvain | — | — | 25,590 | 8,250 | 33,840 | | Michael J. Brown | — | — | — | 8,886 | 8,886 | | Teri L. Lawver | 115,741(4) | 107,245(4) | — | 7,931 | 230,917 | | Jacob S. Leach | — | — | — | 8,325 | 8,325 |

  112. Accounting Considerations

    | Grants of Plan-Based Awards for 2023 |

  113. Accounting Considerations

    | Outstanding Equity Awards at December 31, 2023 |

  114. Accounting Considerations

    | 2023 Option Exercises and Stock Vested |

  115. Accounting Considerations

    | Executive Nonqualified Deferred Compensation Plan |

  116. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The following table illustrates the potential payments and benefits that each of our NEOs would have been entitled to receive pursuant to the Severance Plan in event of a Qualifying Termination that occurs: (i) within a Change of Control Period and (ii) outside of a Change of Control Period. In each case, the information is provided assuming a December 31, 2023 termination date, and, where applicable, using the closing price of our common stock of $124.09 on the Nasdaq Global Select Market on December 29, 2023, the last trading day of our fiscal year ended December 31, 2023. The table is merely an illustrative example. The amounts that would actually be paid upon a termination of employment can only be determined at the time of such termination, based on the facts and circumstances then prevailing.

  117. Potential Payments Upon a Termination or Change in Control

    | | Cash Severance ($)(1) | Non-Equity Incentive Pay ($)(2) | PSUs ($)(3) | RSUs ($)(4) | Continuation of Medical Benefits ($)(5) | Total ($) | | Kevin R. Sayer | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 2,240,000 | 1,420,669 | — | — | 51,837 | 3,712,506 | | Qualifying Termination and Change of Control (Double Trigger) | 3,360,000 | 4,262,006 | 29,662,225 | 14,354,979 | 77,756 | 51,716,966 | | Jereme M. Sylvain | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 554,260 | 400,199 | — | — | 24,580 | 979,039 | | Qualifying Termination and Change of Control (Double Trigger) | 1,108,520 | 800,399 | 2,771,302 | 6,056,709 | 49,161 | 10,786,091 | | Michael J. Brown | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 551,250 | 409,985 | — | — | 24,580 | 985,815 | | Qualifying Termination and Change of Control (Double Trigger) | 1,102,500 | 819,971 | 1,074,371 | 7,182,950 | 49,161 | 10,228,953 | | Teri L. Lawver | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 630,316 | 468,790 | — | — | 25,919 | 1,125,025 | | Qualifying Termination and Change of Control (Double Trigger) | 1,260,632 | 937,580 | 3,483,703 | 7,294,134 | 51,837 | 13,027,886 | | Jacob S. Leach | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 540,000 | 387,441 | — | — | 24,580 | 952,021 | | Qualifying Termination and Change of Control (Double Trigger) | 1,080,000 | 792,246 | — | 5,627,730 | 49,161 | 7,549,137 |

  118. Potential Payments Upon a Termination or Change in Control

    (1)Based on the NEO's base salary in effect as of the date of termination under the terms of the Severance Plan, as described above. (2)Represents a multiple of the target bonus payout under the 2023 Bonus Plan under the terms of the Severance Plan, as described above. (3)Represents the value of accelerated vesting of outstanding 2021 PSU, 2022 PSU, and 2023 PSU awards based on actual achievement of the Corporate Performance Multiplier of each PSU multiplied by the Relative TSR Performance Multiplier calculated as of December 31, 2023 under the terms of the PSUs and the Severance Plan. (4)Represents the value of accelerated vesting of all outstanding RSUs of the NEO under the terms of the Severance Plan. (5)Amounts shown include continuation of employer paid medical, dental, and vision premiums under COBRA, as applicable under the terms of the Severance Plan. The amounts associated with health benefits are calculated using 2023 enrollment rates.

  119. Potential Payments Upon a Termination or Change in Control

    | Pay versus Performance |

  120. Potential Payments Upon a Termination or Change in Control

    As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation paid to our CEO and principal executive officer ("PEO"), Kevin Sayer, and our NEOs other than our CEO (the "Other NEOs"), and company performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation—Compensation Discussion and Analysis”. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.

  121. Potential Payments Upon a Termination or Change in Control

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO $(1) | Compensation Actually Paid to PEO $(1)(4)(5) | Average Summary Compensation Table Total for Other NEOs $(2) | Average Compensation Actually Paid to Other NEO s $(2)(4)(5) | Total Shareholder Return $(6) | Peer Group Total Shareholder Return $(6) | Net Income (in millions) $(7) | Company Selected Measure: Revenue (8) (in millions) $ | | 2023 | 15,712,244 | 22,999,097 | 5,015,577 | 6,071,441 | 226.92 | 99.63 | 541.5 | 3,608.6 | | 2022 | 15,435,652 | 5,735,702 | 4,440,975 | 3,929,405 | 207.08 | 105.61 | 341.2 | 2,964.9(9) | | 2021 | 11,985,324 | 36,052,076 | 4,962,060 | 6,403,115 | 245.47 | 137.80 | 216.9 | 2,422.5(10) | | 2020 | 13,804,156 | 45,122,463 | 5,707,750 | 10,335,589(3) | 169.02 | 133.15 | 549.7 | 1,926.7(11) |

  122. Potential Payments Upon a Termination or Change in Control

    (1)Kevin Sayer was our PEO for fiscal years 2023, 2022, 2021, and 2020. (2)Other NEOs include: 2023: Jereme Sylvain, Michael Brown, Teri Lawver, and Jake Leach; 2022: Jereme Sylvain, Michael Brown, Girish Naganathan, and Jake Leach; 2021: Jereme Sylvain, Paul Flynn, Jake Leach, Chad Patterson, and Quentin Blackford. 2020: Quentin Blackford, Rick Doubleday, Jake Leach, and Jeff Moy. (3)Mr. Moy and Mr. Doubleday received acceleration of time-based vesting for outstanding equity awards pursuant to Mr. Moy's retention incentive agreement dated April 2020 and Mr. Doubleday's transition and consulting agreement dated December 2020. The modifications of the RSUs are reflected above as of the modification date of April 28, 2020 for Mr. Moy and December 10, 2020 for Mr. Doubleday. (4)The 2023 Summary Compensation Table ("SCT") totals reported for the PEO and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid" or CAP:

  123. Potential Payments Upon a Termination or Change in Control

    | | 2023 | | | | PEO ($) | Average for Other NEOs ($) | | Summary Compensation Table | 15,712,244 | 5,015,577 | | Adjustments for Grant Date Fair Value | | | | Deductions for equity awards reported in Summary Compensation Table | (12,486,939) | (3,753,911) | | Adjustments for Changes in Equity Fair Value | | | | Year-end Fair Value of Equity Awards Granted During the Year that Remained Unvested as of the End of the Covered Year | 18,259,324 | 4,485,281 | | Vesting Date Fair Value for Awards Granted and Vested in the Same Fiscal Year | — | — | | Change in Year-end Fair Value of Equity Awards Granted During Prior Years that Remained Unvested as of the End of the Covered Year | 1,297,572 | 285,998 | | Change in Fair Value from Prior Year-end to Vesting Date for Awards Granted in Prior Years that Vested in Covered Fiscal Year | 216,896 | 38,496 | | Prior Year-End Fair Value for Awards Granted in Prior Years that are forfeited during the Covered Year | — | — | | Net Increases for the Inclusion of Rule 402(v) Equity Values | 19,773,792 | 4,809,775 | | Compensation Actually Paid | 22,999,097 | 6,071,441 |

  124. Potential Payments Upon a Termination or Change in Control

    (5)The SCT totals reported for the PEO and the average for the Other NEOs for each year were subject to the adjustments as required by Regulation S-K Item 402(v) (2)(iii) to calculate “compensation actually paid. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. (6)$100 invested on December 31, 2019 in Dexcom common stock or the S&P Health Care Equipment index, including reinvestment of any dividends. Our 2022 Proxy Statement included the total shareholder return of the Nasdaq Medical Equipment index. As a result of the discontinuation of the Nasdaq Medical Equipment index in 2022, we believe that the S&P Health Care Equipment Select Industry index is a more appropriate index for comparison of our stock performance. Accordingly, the table above reflects the cumulative total stockholder return of the S&P Health Care Equipment Select Industry index. Using the Nasdaq Medical Equity index, and assuming $100 invested on December 31, 2019, including reinvestment of any dividends, the Peer Group Shareholder Return for 2022, 2021 and 2020 was $97.35, $144.19 and $139.52, respectively. (7)We adopted ASU 2020-06 as of January 1, 2020 on a full retrospective basis and have reflected the adoption in the table above. (8)We have identified 2023 Adjusted Revenue as described in the Compensation Discussion and Analysis, as the most important financial performance measure used to link compensation actually paid to the PEO and Other NEOs for 2023 to the Company’s performance. We may determine a different financial performance measure to be the most important financial performance measure in future years. A reconciliation of this Non-GAAP financial measure to its nearest GAAP comparable financial measure is included in Annex A. (9)For a description of 2022 revenue, please refer to our 2023 Proxy Statement. (10)For a description of 2021 revenue, please refer to our 2022 Proxy Statement. (11)For a description of 2020 revenue, please refer to our 2021 Proxy Statement.

  125. Tabular List of Financial Performance Measures

    | Chief Executive Officer Pay Ratio |