DEF 14A of Dexcom Inc, Mar 27, 2025

DEF 14A of Dexcom Inc

Filed Mar 27, 2025 · FY20240001093557-25-000100

Open on EDGAR

  1. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 8, 2025

    | Kevin R. Sayer | | | | | Chairperson, President and Chief Executive Officer | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 67 | 2007 | None | None |

  2. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 8, 2025

    | Steven R. Altman | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 63 | 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 8, 2025

    | Nicholas Augustinos | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 66 | 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 8, 2025

    | Richard A. Collins | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 68 | 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 8, 2025

    | Karen Dahut | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 61 | 2020 | Compensation, Technology | None |

  6. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 8, 2025

    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 8, 2025

    | Rimma Driscoll | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 52 | 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 8, 2025

    | Mark G. Foletta | | | | | Lead Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 64 | 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 8, 2025

    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 has served on the Board of Directors of AMN Healthcare Services, Inc., a publicly traded healthcare workforce solutions provider, since 2012. He currently serves as the Chairman of the Board of Directors and a member of the Audit Committee of AMN Healthcare Services. He has also been 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 8, 2025

    | Renée Galá | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 52 | 2025 | None | Jazz Pharmaceuticals Public Limited Company |

  11. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 8, 2025

    | Bridgette P. Heller | | | | | Independent Director | | | | | Age: | Joined the Board: | Committees: | Other Current Public Company Boards or Officer Experience: | | 63 | 2019 | Compensation | Aramark Corporation, Integral Ad Science, & Novartis AG |

  12. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 8, 2025

    | 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. |

  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 background 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 2020, four new independent Directors have been added to our Board, each bringing a balanced 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 •Background The Nominating and Governance Committee also considers the significant time commitment necessary when evaluating directors and director candidates to ensure that directors have the ability to effectively serve on the Board.

  16. Corporate Sustainability Oversight

    | 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 2024, 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 2024, 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 2024 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 | 20,625 | | 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 | 10,000 |

  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 from the grant date, 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

    | 2024 Director Compensation Table |

  25. Non-Employee Director Compensation Philosophy and Process

    During fiscal 2024, 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 2024 regarding all compensation awarded to each person who served as a non-employee director for some portion or all of fiscal 2024.

  26. Non-Employee Director Compensation Philosophy and Process

    | | Awarded during fiscal 2024 | Unvested Shares as of December 31, 2024 | | Name | Stock Awards ($)(1) | Unvested RSUs (#) | | Steven R. Altman | 341,075 | 2,613 | | Nicholas Augustinos | 341,728 | 2,618 | | Richard A. Collins | 343,555 | 2,632 | | Karen Dahut | 341,075 | 2,613 | | Rimma Driscoll | 343,555 | 5,304 | | Mark G. Foletta | 388,066 | 2,973 | | Renée Galá (2) | — | — | | Bridgette P. Heller | 341,728 | 2,618 | | Barbara E. Kahn (3) | — | — | | Kyle Malady | 341,075 | 2,618 | | Eric J. Topol, M.D.(4) | 341,728 | 2,613 |

  27. Non-Employee Director Compensation Philosophy and Process

    (1)These amounts reflect the grant date fair value of RSUs granted during fiscal 2024, 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, 2024, filed with the SEC on February 18, 2025. For fiscal 2024, the annual non-employee director RSU awards were granted on May 22, 2024, 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. Galá was appointed to the Board in March 2025. (3)Dr. Kahn was not renominated for election to the Board at the 2024 annual meeting of stockholders, and her term as a director ended in May 2024. (4)Dr. Topol was not renominated for election to the Board at the Annual Meeting, and his term as a director will end on the date of the Annual Meeting.

  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 DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025. |

  30. Non-Employee Director Compensation Philosophy and Process

    On March 21, 2025, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. On that same date, Ernst & Young LLP (“EY”), which served as our independent registered public accounting firm for the fiscal year ending December 31, 2024, was dismissed as our independent registered public accounting firm. See “—Change of Independent Registered Public Accounting Firm” below. The Audit Committee has selected Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and is seeking ratification of such selection by our stockholders at the Annual Meeting. Representatives of Deloitte 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. Representatives of EY are not expected to be present at the Annual Meeting. Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte 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 Deloitte. 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 Deloitte 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 counted as votes “FOR” or “AGAINST” 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 DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025. PROXIES RECEIVED BY THE COMPANY WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

  31. Change of Independent Registered Public Accounting Firm

    | PROPOSAL NO. 4 | | Approval of DexCom, Inc. Amended and Restated 2015 Equity Incentive Plan |

  32. Change of Independent Registered Public Accounting Firm

    | þ | | | | THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NO. 4, APPROVAL OF DEXCOM’S AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN. |

  33. General

    General We are asking our stockholders to approve an amendment to the Amended and Restated DexCom, Inc. 2015 Equity Incentive Plan, referred to as the A&R 2015 EIP. We are asking our stockholders to approve this amendment to the A&R 2015 EIP, referred to as the 2025 EIP Amendment, because, among other things, the A&R 2015 EIP will expire in 2025, and we would not have shares available to continue to make equity grants to our employees and directors in future years. Outstanding awards under the A&R 2015 EIP will remain outstanding, unchanged and subject to the terms of the A&R 2015 EIP and the respective award agreements, until the expiration or settlement of such awards in accordance with their terms. In this proposal, we refer to the A&R 2015 EIP as amended by the 2025 EIP Amendment as the Amended A&R 2015 EIP. Under the 2025 EIP Amendment, we are requesting approval to extend the term of the Amended A&R 2015 EIP for 10 years, to add an additional 3,400,000 shares available for issuance under the Amended A&R 2015 EIP, to allow the administrator to permit discretionary accelerated vesting in circumstances other than a participant’s death or disability or a change of control transaction, to allow the administrator to impose restrictions on awards for administrative convenience upon a corporate event, to provide for better alignment between the Amended A&R 2015 EIP and award agreements, to update the non-employee director limit, to make updates to the dividend payment provisions such that no dividend equivalent rights may be granted under the Amended A&R 2015 EIP, and to clarify plan language including tax withholding and other provisions. Any shares subject to awards that are cancelled, forfeited, repurchased or that expire by their terms without shares being issued will also be returned to the pool of shares available for grant and issuance under the Amended A&R 2015 EIP. Approval of the 2025 EIP Amendment will allow us to continue to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance. We believe that the 2025 EIP Amendment is in the best interests of Dexcom because of the continuing need to provide stock options, restricted stock units and other equity-based incentives to attract and retain qualified personnel and to respond to relevant market changes in equity compensation practices. The use of equity compensation has historically been a significant part of our overall compensation philosophy and is a practice that we plan to continue. The 2025 EIP Amendment will serve as an important part of this practice and is a critical component of the overall compensation package that we offer to retain and motivate our employees. In addition, awards under the Amended A&R 2015 EIP, including those added pursuant to the 2025 EIP Amendment, will provide our employees an opportunity to acquire or increase their ownership stake in us, and we believe this aligns their interests with those of our stockholders, creating strong incentives for our employees to work hard for our future growth and success. If Proposal No. 4 is not approved by our stockholders, we believe our ability to attract and retain the talent we need to compete in our industry would be seriously and negatively impacted, and this could affect our long-term success. We firmly believe that a broad-based equity program is a necessary and powerful employee incentive and retention tool that benefits all of our stockholders. Equity ownership programs put employees’ interests directly into alignment with those of other stockholders, as they reward employees based upon stock price performance. Without a sizable but market-based equity incentive program, we believe we would be at a disadvantage against competitor companies to provide the total compensation package necessary to attract, retain and motivate the employee talent critical to our future success. We currently grant restricted stock units to the majority of our newly hired employees and to all of our executives and non-employee directors. This is an important component of our long-term employee incentive and retention plan and has been very effective in enabling us to attract and retain the talent critical for an innovative and growth-focused company. We also have granted, and in the future may grant, options, restricted stock units and shares of restricted stock, subject to time- and performance-based vesting, to certain employees on a targeted basis to incentivize retention and performance objectives. As of March 13, 2025, there were 4,063,526 unvested restricted stock units and performance-based restricted stock units, and no stock options outstanding. Accordingly, our outstanding awards (not including awards under our employee stock purchase plan) plus 13,604,483 shares proposed to be available for future grants under the Amended A&R 2015 EIP (consisting of 10,204,483 shares available for grants under the A&R 2015 EIP as of March 13, 2025 and the 3,400,000 additional shares requested in this proposal but not including shares available under our employee stock purchase plan) as of March 13, 2025 represent approximately 4.5% of our outstanding shares.

  34. Overview and Purpose of the Amended A&R 2015 EIP

    Overview and Purpose of the Amended A&R 2015 EIP The following summary of certain major features of the Amended A&R 2015 EIP is subject to the specific provisions contained in the full text of the Amended A&R 2015 EIP, as set forth in Appendix A to this Proxy Statement. This summary does not purport to be a complete description of all of the provisions of the Amended A&R 2015 EIP. To the extent that there is a conflict between this summary and the actual terms of the Amended A&R 2015 EIP, the terms of the Amended A&R 2015 EIP will govern. The Amended A&R 2015 EIP, contains provisions that are designed to protect our stockholders’ interests and to reflect strong corporate governance practices, including: •Stockholder approval is required for additional shares. The Amended A&R 2015 EIP does not contain an annual “evergreen” provision that provides for automatic increases of shares on an ongoing basis. The Amended A&R 2015 EIP authorizes a fixed number for our share reserve, so that stockholder approval is required to issue any additional shares from the plan once we have used all shares available for issuance. The Amended A&R 2015 EIP is not an inducement plan, and therefore requires stockholder approval under The Nasdaq Stock Market LLC rules. •No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights will have an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted. •Repricing is not allowed without stockholder approval. The Amended A&R 2015 EIP prohibits the repricing or exchange of underwater stock options and stock appreciation rights without prior stockholder approval. •Reasonable share counting provisions. In general, when awards granted under the Amended A&R 2015 EIP lapse or are canceled, the shares reserved for those awards will be returned to the share reserve and be available for future awards. However, the Amended A&R 2015 EIP prohibits shares tendered or withheld to pay the exercise price of an award or for payment of taxes to be returned to our share reserve. •Recoupment and clawback. Awards (and gains realized with respect to such awards) under the Amended A&R 2015 EIP will be subject to recoupment to the extent (i) that an executive officer is determined to have engaged in fraud or intentional illegal conduct materially contributing to a financial restatement, (ii) required pursuant to a clawback or recoupment policy adopted by the Board or (iii) required by law. •No dividend equivalents and no dividends on unvested awards. Under the Amended A&R 2015 EIP, we may not grant dividend equivalents with respect to awards and no dividends are payable with respect to any unvested awards. Any dividends with respect to unvested awards accrue and are only paid at such time, if any, as such unvested awards become vested. •No tax gross-ups. The Amended A&R 2015 EIP does not provide for any tax gross-ups. •Reasonable annual run rate and overhang. We carefully manage our equity award program, balancing the attraction, retention, and incentivization of our employees against considerations of dilution and run rate. For fiscal years 2022–2024, our three-year average run rate is 0.44%, which is below the guidelines set by institutional investors and proxy advisory firms.

  35. Key Terms

    | Plan Term: | May 8, 2025 to May 8, 2035. | | Eligible Participants: | Only employees, including officers and directors who are also employees, are eligible to receive grants of incentive stock options. All other awards may be granted to any of our employees, directors, consultants, independent contractors and advisors, provided that the grantee renders bona fide services not in connection with the offer and sale of securities in a capital-raising transaction to Dexcom. The administrator determines which individuals will participate in the A&R 2015 EIP. As of March 13, 2025, there were approximately 8,200 employees and 11 non-employee directors eligible to participate in the A&R 2015 EIP. | | Shares Authorized: | 16,000,000 shares were authorized under the A&R 2015 EIP in 2015; 14,400,000 additional shares were requested and approved in 2017; 8,800,000 additional shares were requested and approved in 2019; and, pursuant to the 2025 EIP Amendment, we are asking for an additional 3,400,000 shares to be authorized, in each case subject to adjustment only to reflect stock splits and similar events. Shares under the Amended A&R 2015 EIP that are subject to stock options or stock appreciation rights that are cancelled without exercise, subject to awards that are forfeited or repurchased, subject to awards that terminate without shares being issued or shares surrendered pursuant to an exchange program approved by stockholders, are returned to the pool of shares available for grant and issuance under the Amended A&R 2015 EIP. Shares withheld to pay the exercise or purchase price, shares withheld to satisfy tax withholding obligations, shares that are repurchased for any reason other than at the original purchase price, shares that are not issued or delivered as a result of the net settlement of an outstanding stock option or stock appreciation right or shares repurchased with the proceeds of an option exercise price, in each case, may not again be made available for grant and issuance under the Amended A&R 2015 EIP. Awards issued as stock options or stock appreciation rights are counted in full against the number of shares available for award under the Amended A&R 2015 EIP, regardless of the number of shares actually issued upon exercise of the award. | | Award Types: | (1) Non-qualified and incentive stock options (2) Stock appreciation rights (3) Restricted stock awards (4) Stock bonus awards (5) Restricted stock units (6) Performance awards |

  36. Key Terms

    | Share Limit on Awards: | No more than 4,000,000 shares may be granted to any participant under the Amended A&R 2015 EIP during any calendar year, other than new employees, who are eligible to receive up to 8,000,000 shares in the calendar year during which they begin employment. | | Non-Employee Directors: | Under the Amended A&R 2015 EIP, non-employee directors may be granted stock options and other awards (other than incentive stock options and performance awards) either on a discretionary basis or pursuant to policy adopted by the Board, except that the maximum number of shares of common stock subject to awards granted during any one calendar year to any non-employee director, taken together with any cash fees paid by the Company to such Non-Employee Director during such calendar year, will not exceed one million five-hundred thousand dollars ($1,500,000) in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes). | | Vesting; Minimum Periods; Discretionary Vesting; Dividends on Unvested Shares: | Vesting schedules are determined by the administrator when each award is granted. Except as to a maximum of five percent (5%) of the number of shares reserved and available for grant and issuance under the Amended A&R 2015 EIP, any awards that vest on the basis of the participant’s continued service will have a minimum vesting period of one year. Under the Amended A&R 2015 EIP, performance awards will have a minimum performance period of 12 months. In addition, the plan administrator may use its discretion to accelerate the vesting of plan awards in connection with a death, disability, a change in control or any other circumstance. No dividend payments will be made on unvested shares subject to grants under the Amended A&R 2015 EIP and no dividend equivalents will be granted with respect to any awards. | | Award Terms: | Stock options have a term no longer than ten years from the date the options were granted, except in the case of incentive stock options granted to holders of more than 10% of Dexcom’s voting power, which have a term no longer than five years. Stock appreciation rights have a term no longer than ten years from the date they were granted. | | Repricing Prohibited: | Repricing, or reducing the exercise price of outstanding options or stock appreciation rights, or any similar employee program, is prohibited without stockholder approval under the Amended A&R 2015 EIP. Such prohibited repricing includes canceling, buying out, substituting or exchanging outstanding options or stock appreciation rights in exchange for cash or other awards with an exercise price that is less than the exercise price of the original options or stock appreciation rights. | | Recoupment: | Awards (and gains realized with respect to such awards) under the Amended A&R 2015 EIP will be subject to recoupment to the extent that an executive officer is determined to have engaged in fraud or intentional illegal conduct materially contributing to a financial restatement, pursuant to a clawback or recoupment policy to be adopted by the Board or required by law during a participant’s employment or service. |

  37. History of Grants Under the Plan

    (1)Represents the number of time-based restricted stock units and perfomance-based restricted stock units, assuming target performance for the performance-based awards. (2)Ms. Lawver served as EVP, Chief Commercial Officer until November 7, 2024.

  38. Terms Applicable to Stock Options and Stock Appreciation Rights

    Terms Applicable to Stock Options and Stock Appreciation Rights The exercise price of grants made under the Amended A&R 2015 EIP of stock options or stock appreciation rights may not be less than the fair market value (the closing price of our common stock on the date of grant, and if that is not a trading day, the closing price of our common stock on the trading day immediately prior to the date of grant) of our common stock. On March 13, 2025, the closing price of our common stock was $68.48 per share. The term of these awards generally may not be longer than ten years.

  39. Terms Applicable to Restricted Stock Awards, Stock Bonus Awards, Restricted Stock Unit Awards, and Performance Awards

    Terms Applicable to Restricted Stock Awards, Stock Bonus Awards, Restricted Stock Unit Awards, and Performance Awards The Compensation Committee determines the terms and conditions applicable to the granting of restricted stock awards, stock bonus awards, restricted stock unit awards and performance awards.

  40. Adjustments

    Adjustments If the number of outstanding shares is changed by an extraordinary cash dividend, stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, spin-off, split-off, reclassification or similar change of our capital structure without consideration, then (i) the number of shares available for future grant under the Amended A&R 2015 EIP, (ii) the number of shares subject to outstanding awards under the Amended A&R 2015 EIP, (iii) the exercise price of outstanding stock options and of stock appreciation rights granted under the Amended A&R 2015 EIP, (iv) the maximum number of shares that may be issued subject to incentive stock options under the Amended A&R 2015 EIP and (v) the maximum number of shares to be issued to an individual or new employee in any calendar year under the Amended A&R 2015 EIP shall be proportionally adjusted, subject to any required action by the Board or our stockholders and in compliance with applicable securities laws. No fraction of shares may be issued following any adjustment. Under the Amended A&R 2015 EIP, the administrator has the authority impose such terms, limitations, restrictions and conditions upon any award as it shall deem appropriate, including a prohibition on the ability to exercise any stock option, stock appreciation right or other exercisable award during a period of up to 30 days prior to the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of our assets to stockholders, or any other change affecting the shares of our common stock or the share price of our common stock, including in connection with certain change of control transactions, for reasons of administrative convenience.

  41. Change of Control Transactions

    Change of Control Transactions In the event of a change of control merger, sale of all or substantially all of the assets of Dexcom or other change of control transaction, unless otherwise determined by the administrator, all outstanding awards will be subject to the agreement governing such merger, asset sale or other change of control transaction. Such agreement need not treat all such awards in an identical manner, and it will provide for one or more of the following with respect to each award: the continuation of the award, the assumption of the award, the substitution of the award, or the payment of the excess of the fair market value of the shares subject to the award over the exercise price or purchase price of such shares. In the event the successor corporation refuses to either continue, assume or substitute the shares subject to the award pursuant to the terms of the Amended A&R 2015 EIP, then, unless the administrator determines otherwise, the outstanding awards granted under the Amended A&R 2015 EIP shall vest and become exercisable as to 100% of the shares subject thereto contingent upon the consummation of such change of control transaction.

  42. U.S. Tax Consequences

    U.S. Tax Consequences The following is a general summary as of the date of this Proxy Statement of the United States federal income tax consequences to Dexcom and participants in the Amended A&R 2015 EIP. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Each participant has been, and is, encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the plan. Non-Qualified Stock Options Generally, a participant will not realize any taxable income at the time a non-qualified stock option is granted, but when such non-qualified stock option is exercised, the participant will realize ordinary income equal to the excess of the fair market value over the stock option exercise price. Upon a disposition of such shares, the difference between the amount received and the fair market value on the date of exercise will generally be treated as a long-term or short-term capital gain or loss, depending on the holding period of the shares. Dexcom will generally be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary income in connection with the exercise of the non-qualified stock option. Incentive Stock Options Generally, a participant will realize no taxable income, and Dexcom will not be entitled to any related deduction, at the time any incentive stock option is granted. If certain employment conditions are satisfied, then no taxable income will result upon the exercise of such option and Dexcom will not be entitled to any deduction in connection with the exercise of such stock option. Upon disposition of the shares after expiration of the statutory holding periods, any gain realized by a participant will be taxed as long-term capital gain and any loss sustained will be long-term capital loss, and Dexcom will not be entitled to a deduction in respect to such disposition. While no ordinary taxable income is recognized at exercise (unless there is a “disqualifying disposition,” see below), the excess of the fair market value of the shares over the stock option exercise price is a preference item that is recognized for alternative minimum tax purposes. Except in the event of death, if shares acquired by a participant upon the exercise of an incentive stock option are disposed of by such participant before the expiration of the statutory holding periods (i.e., a “disqualifying disposition”), such participant will generally be considered to have ordinary income in the year of such disposition equal to the difference between the stock option exercise price and the fair market value of such shares on the date of exercise of such stock option, and Dexcom will be allowed a deduction for federal income tax purposes in an amount equal to the compensation realized by such participant. Generally, any gain realized on the disposition in excess of the amount treated as compensation or any loss realized on the disposition will constitute capital gain or loss, respectively. Stock Appreciation Rights A grant of a stock appreciation right (which can be settled in cash or Dexcom common stock) has no federal income tax consequences at the time of grant. Upon the exercise of stock appreciation rights, the value received is generally taxable to the recipient as ordinary income, and Dexcom generally will be entitled to a corresponding tax deduction. Restricted Stock A participant receiving restricted stock may be taxed in one of two ways: the participant (i) pays tax when the restrictions lapse (i.e., with respect to the shares as they become vested) or (ii) makes an election under Section 83(b) of the U.S. Internal Revenue Code of 1986, and amended (the “Code”) to pay tax in the year the grant is made with respect to all of the shares subject to the grant. At either time the value of the award for tax purposes is the excess of the fair market value of the shares at that time over the amount (if any) paid for the shares. This value is taxed as ordinary income and if granted to an employee, is subject to income tax withholding. Dexcom receives a tax deduction at the same time and for the same amount taxable to the participant. If a participant makes an election under Section 83(b) of the Code to be taxed at grant, then, when the restrictions lapse, there will be no further tax consequences attributable to the awarded stock until the recipient disposes of the stock, at which point any gain or loss will be short-term or long-term capital gain or loss, depending on the holding period of the stock prior to such disposition. Restricted Stock Units In general, no taxable income is realized upon the grant of a restricted stock unit award. The participant will generally include in ordinary income the fair market value of the award of stock at the time shares of stock are delivered to the participant or at the time the restricted stock unit vests. Dexcom generally will be entitled to a tax deduction at the time and in the amount that the participant recognizes ordinary income. Performance Awards The participant will not realize income when a performance award is granted, but will realize ordinary income when shares are transferred to him or her. The amount of such income will be equal to the fair market value of such transferred shares on the date of transfer. Dexcom will be entitled to a deduction for federal income tax purposes at the same time and in the same amount as the participant is considered to have realized ordinary income as a result of the transfer of shares. Tax Withholding The Amended A&R 2015 EIP allows us to withhold shares from the awards to satisfy the participant’s withholding tax obligation and tender cash from our general funds to the applicable tax authorities in an amount equal to the value of the shares withheld. Section 162(m) and the Company’s Deduction Generally, whenever a participant recognizes ordinary income under the Amended A&R 2015 EIP, as amended, a corresponding deduction is available to the Company, provided that the Company complies with certain reporting requirements. However, under Code Section 162(m), the Company will be denied a deduction for compensation paid to certain senior executives that exceeds $1,000,000. Since January 1, 2018, following the passage and signing of the Tax Cuts and Jobs Act (the “TCJA”), this $1,000,000 limitation applies to the Company’s Chief Executive Officer, Chief Financial Officer, the Company’s three next highest-paid executive officers, and anyone who was such a covered person starting with 2017. Prior to January 1, 2018, certain performance-based compensation was excluded from the $1,000,000 deduction limit. Under the TCJA, the Company will be denied a deduction for any compensation exceeding $1,000,000 for a covered person (with an exception for certain grandfathered arrangements).

  43. Plan Benefits

    * Ms. Lawver served as EVP, Chief Commercial Officer until November 7, 2024. ** Ineligible to participate in the 2015 ESPP. (1)Based on the number of shares purchased multiplied by the closing price of our common stock on the applicable purchase date.

  44. Executive Summary

    | Financial Flexibility(1) | | | | | Cash, Cash Equivalents, & Short-term Marketable Securities | Working Capital | Operating Cash Flows | Available Line of Credit | | $2.58 billion | $1.37 billion | $989.5 million | $192.3 million | | (1) The financial figures listed as financial flexibility are presented on a GAAP basis, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 18, 2025. | | | |

  45. 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 2024; 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 2024 executive compensation program, the Compensation Committee considered the program objectives set forth below, our fiscal 2024 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, motivates 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 2024 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 “2024 Bonus Plan”); •maintained adjusted revenue, non-GAAP operating margin and, for our CEO, strategic initiative milestones as the company performance metrics in the 2024 Bonus Plan; •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; •set PSUs at 50% of our CEO’s and 30% (which reflects a year-over-year increase) of our other NEOs’ total equity compensation to ensure alignment with continued company growth and stockholder return; •maintained one-year adjusted revenue and three-year relative stockholder return as our metrics in our PSUs intended to drive company growth and stockholder return; and •maintained strong governance policies and practices.

  46. 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 ý 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 |

  47. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has engaged Aon, an independent compensation consultant, beginning fiscal 2022 and into fiscal 2024 to advise the Compensation Committee on executive compensation practices for fiscal 2024. In fiscal 2024, the Compensation Committee conducted an assessment of Aon’s independence pursuant to the SEC rules and Nasdaq listing standards and concluded that Aon’s work did not give rise to any conflict of interest.

  48. Role of Compensation Consultant

    | Compensation Peer Group |

  49. Role of Compensation Consultant

    As part of determining executive compensation for fiscal 2024, 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 2024 executive compensation (the list below reflects peer group updates approved in 2023 to guide 2024 compensations decisions). The primary specific criteria used to review and update the peer group consisted of the following:

  50. 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. |

  51. 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. Three companies, ABIOMED, Inc. (acquired by Johnson & Johnson), Seagen Inc., (acquired by Pfizer Inc.) and Masimo Corporation, were removed from the peer group, and three companies were added, as indicated below. For fiscal 2024 compensation decisions, the compensation peer group approved by the Compensation Committee was comprised of the following companies:

  52. Role of Compensation Consultant

    | Fiscal 2024 Peer Group Companies | | | Agilent Technologies, Inc. | IDEXX Laboratories, Inc. | | Align Technology, Inc. | Illumina, Inc. | | Amgen Inc.* | Insulet Corporation | | BioMarin Pharmaceutical Inc. | Intuitive Surgical, Inc. | | Boston Scientific Corporation* | ResMed Inc. | | Docusign, Inc. | Splunk Inc.** | | Edwards Lifesciences Corporation | Veeva Systems Inc. | | Exact Sciences Corporation | Zimmer Biomet Holdings, Inc.* | | Hologic, Inc. | | | * New peer group companies added for fiscal 2024. | | | ** Peer that has since been acquired. Splunk Inc. was acquired by Cisco Systems, Inc. | |

  53. Role of Compensation Consultant

    | Competitive Positioning |

  54. 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.

  55. Role of Compensation Consultant

    | Fiscal 2024 Compensation Elements |

  56. Role of Compensation Consultant

    In fiscal 2024, the Compensation Committee designed our executive compensation program to focus our executive officers on leading our entire organization toward achieving both short-term and long-term strategic, financial and operational goals, and increasing stockholder value, without encouraging excessive risk-taking. The table sets forth principal elements of compensation for our executive officers, including our NEOs.

  57. 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 2024 Bonus Plan that are contingent upon the achievement of annual financial and individual performance objectives, and for the CEO, annual financial performance objectives and individual 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. |

  58. 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.

  59. 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 February 29, 2024, based on the considerations described above, the Compensation Committee approved the fiscal 2024 base salaries for our executive officers, including the NEOs. As a group, the Non-CEO NEOs’ base salaries increased by between 10% and 15% in fiscal 2024 as compared to fiscal 2023. Based on the considerations described above, including a review of competitive market practices presented by Aon, the Compensation Committee’s desire to retain and incentivize our executive talent in the highly competitive market in which we operate, the Compensation Committee’s assessment of the contributions of each of our Non-CEO NEOs toward Dexcom’s performance during 2023, and the Compensation Committee’s recognition of the growing responsibilities of our Non-CEO NEOs, the Compensation Committee approved salary increases from March 2023 to March 2024 for Mr. Sylvain, Mr. Brown, Mr. Leach, Ms. Stern, and Ms. Lawver. The salary of our CEO, Mr. Sayer, increased by 4% in fiscal 2024 as a result of the Compensation Committee’s assessment of his contribution toward Dexcom’s performance during 2023 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. All increases were made based on considerations of market data, company performance and individual performance and contribution.

  60. 2024 Performance-Based Cash Bonus

    2024 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 2024 Bonus Plan was adopted under the terms of our omnibus Incentive Bonus Plan, which was approved in March 2021. The 2024 Bonus Plan was intended to motivate our executive officers to achieve a combination of financial and individual performance objectives, which included strategic operational milestones for our CEO, set by the Compensation Committee that were consistent with and supported our annual operating plan. The individual performance of each of our NEOs was 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 2024, 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 2024 Bonus Plan. Our Compensation Committee approved the 2024 Bonus Plan in February 2024 with the terms and conditions for the NEOs described below.

  61. 2024 Executive Annual Cash Bonus Formula and Design

    2024 Executive Annual Cash Bonus Formula and Design For fiscal 2024 and subject to the discretion of the Compensation Committee, each NEOs’ annual bonus was to be calculated by multiplying the NEO’s Target Annual Cash Bonus by the Financial Performance Multiplier, as discussed below. The resulting amount would then be adjusted up or down by the individual’s Individual Performance Multiplier for the year. The Individual Performance Multiplier would further increase the bonus amount to a maximum of 200% of the NEO’s target bonus or decrease the amount to zero.

  62. 2024 Executive Annual Cash Bonus Formula and Design

    | 2024 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 2024. | | | | | |

  63. 2024 Executive Annual Cash Bonus Formula and Design

    | 2024 Bonus Plan Key Terms | Definitions | | Annual Cash Bonus | The annual cash bonus to be paid to the NEOs under the 2024 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 18, 2025, 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 (“2024 Adjusted Revenue”). The budget rate is the rate determined annually. 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%. |

  64. Target Annual Cash Bonus

    Target Annual Cash Bonus The Compensation Committee approved the 2024 Target Annual Cash Bonus percentages for our CEO and our other executive officers, including the other NEOs in February 2024. Target Annual Cash Bonus percentages were determined after reviewing compensation peer group and other market data presented by Aon. The target for Mr. Sayer was increased in order to bring it into closer alignment with the median range of the peer group. The Target Annual Cash Bonus for each of our NEOs was as follows:

  65. Target Annual Cash Bonus

    | Name | 2024 Target Annual Cash Bonus (%) | 2023 Target Annual Cash Bonus (%) | | Kevin R. Sayer | 140% | 130% | | Jereme M. Sylvain | 75% | 75% | | Michael J. Brown | 75% | 75% | | Jacob S. Leach | 75% | 75% | | Sadie M. Stern | 75% | 75% | | Teri L. Lawver (1) | 75% | 75% | | (1) Ms. Lawver served as EVP, Chief Commercial Officer until November 7, 2024. | | |

  66. 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 February 2024, the Compensation Committee approved the following components to constitute the Financial Performance Multiplier under the 2024 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 2024 cash bonuses attributable to the Adjusted Revenue Component was to be paid unless we met a specified minimum 2024 Adjusted Revenue threshold level for fiscal 2024 of at least $4.15 billion. The Compensation Committee believed the 2024 Adjusted Revenue threshold to be challenging but achievable, requiring strong performance from each of our NEOs. The 2024 Adjusted Revenue Component achievement was $4.03 billion and therefore, the minimum threshold was not met, as noted above. •Non-GAAP Operating Margin Component was selected as a second key measure to determine the 2024 annual cash bonuses to provide our NEOs with an incentive to increase our operating income and operating income margin as we continue to work towards achieving and maintaining profitability. No portion of the 2024 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 2024 of at least 18.0%. 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. The 2024 Non-GAAP Operating Margin Component achievement was 18.8% and therefore, the minimum threshold was met, as noted above. •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 based on linear interpolation. Achievement below threshold for the Adjusted Revenue Component and Non-GAAP Operating Margin Component could result in no payout of the Annual Cash Bonus. However, the Compensation Committee retains discretion for bonus payouts if the performance achieved is below threshold. •CEO Strategic Initiative Component. In addition to the Adjusted Revenue Component and Non-GAAP Operating Margin 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 2024 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 2024. 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. •If all strategic initiative milestones were achieved, the CEO Financial Performance Multiplier would be equal to the Company Financial Performance Multiplier. In the event that milestones were not 100% achieved, the Financial Performance Multiplier could be less due to partial achievement.

  67. Actual Fiscal 2024 Bonus Performance

    Actual Fiscal 2024 Bonus Performance In March 2025, the Compensation Committee reviewed Dexcom’s performance in 2024 relative to the corporate objectives and components identified above. The Compensation Committee also reviewed each named executive officer’s individual performance based in large part on achievements in the functional department overseen by the respective named executive officer. The Compensation Committee determined that because Dexcom had not met or exceeded its company performance objectives, no bonuses would be paid for the 2024 performance period under the 2024 Bonus Plan. The following table presents information relating to the actual bonus paid under the 2024 Bonus Plan for each NEO.

  68. Actual Fiscal 2024 Bonus Performance

    | Name | Actual 2024 Bonus Paid ($) | | Kevin R. Sayer | — | | Jereme M. Sylvain | — | | Michael J. Brown | — | | Jacob S. Leach | — | | Sadie M. Stern | — | | Teri L. Lawver | — |

  69. Equity Awards Granted in 2024

    Equity Awards Granted in 2024 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 2024, our CEO’s annual equity awards were 50% performance-based PSUs and 50% RSUs (at target) and our other NEOs’ annual equity awards were split between 70% RSUs and 30% PSUs (at target). For our NEOs, this reflected a greater shift towards our PSU awards from previous years which was 80% RSUs and 20% PSUs (at target). 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 awards to grant and the number of shares underlying an equity award, 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 2024, 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. Based on the considerations described above, including a review of competitive market practices presented by Aon, the Compensation Committee’s desire to retain and incentivize our executive talent in the highly competitive market in which we operate and to recognize the growing responsibilities of our NEOs, the Compensation Committee’s assessment of the contributions of each of our Non-CEO NEOs toward Dexcom’s performance during 2023, and the Compensation Committee’s recognition of the growing responsibilities of our Non-CEO NEOs, the Compensation Committee approved grants of RSUs and PSUs for fiscal 2024. The following table illustrates the number of shares and value of our equity awards granted at target to our NEOs in fiscal 2024:

  70. Equity Awards Granted in 2024

    | Name | PSU Shares (#)(1)(2) | RSU Shares (#)(1)(2) | Total Shares (#)(1) | Total Annual Equity Award Value ($)(2) | Grant Date Value ($) | | Kevin R. Sayer | 51,692 | 51,692 | 103,384 | 12,500,000 | 14,536,111 | | Jereme M. Sylvain | 11,166 | 26,053 | 37,219 | 4,500,000 | 5,229,163 | | Michael J. Brown | 9,305 | 21,711 | 31,016 | 3,750,000 | 4,357,659 | | Jacob S. Leach | 11,166 | 26,053 | 37,219 | 4,500,000 | 5,229,163 | | Sadie M. Stern | 9,305 | 21,711 | 31,016 | 3,750,000 | 4,357,659 | | Teri L. Lawver | 11,166 | 26,053 | 37,219 | 4,500,000 | 5,229,163 | | (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 2024 by type of award and title is shown below: | | | | | |

  71. Equity Awards Granted in 2024

    | Position | PSUs (%) | RSUs (%) | | CEO | 50% | 50% | | Other NEOs | 30% | 70% |

  72. Equity Awards Granted in 2024

    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 2024 vest over three years in equal annual installments from the date of grant. See the subsection below entitled “2024 PSU Awards” for information regarding the terms of the PSU awards. Overall, the Compensation Committee considered the management of our aggregate dilution in fiscal 2024 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.

  73. 2024 PSU Award Formula and Design

    2024 PSU Award Formula and Design The PSU award structure is described below.

  74. 2024 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 | 30% 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. | | | | | |

  75. 2024 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 Relative TSR Performance Multiplier achieved. | | | Corporate Performance Metric | | The Corporate Performance Metric is based on Adjusted Revenue over the applicable Corporate Performance Period (as provided in the table below). | | | 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 (as provided in the table below). | | | 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 | | 2024 | 2024 Adjusted Revenue (1) | January 1, 2024 through December 31, 2024 | January 1, 2024 through December 31, 2026 | | (1)2024 Adjusted Revenue is defined as reported revenue as filed in our Form 10-K with the SEC on February 18, 2025, 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 (“2024 Adjusted Revenue”). The budget rate is the rate determined annually. | | | |

  76. 2024 PSU Awards (Not Achieved)

    2024 PSU Awards (Not Achieved) In fiscal 2024, we granted the NEOs PSUs (the “2024 PSUs”) that would be earned upon achievement of both a one-year Adjusted Revenue Corporate Performance Metric (2024 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. •Corporate Performance Metric (2024 Adjusted Revenue). 2024 Adjusted Revenue was selected as the Corporate Performance Metric since it was 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 2024 Adjusted Revenue metric was intended to focus 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. The Compensation Committee recognizes that its annual bonus program and 2024 PSUs include overlapping metric but believes that securing market share and growing the top line are such key and important goals that these goals merited being included in both programs for purposes of driving shareholder value. •Relative TSR Performance Metric. The three-year Relative TSR Performance Metric balances the 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 2024 Adjusted Revenue levels and the corresponding multipliers applicable to the 2024 PSUs. If the level of Corporate Performance Metric achievement falls between two of the ranges set forth in the table below, the corresponding Corporate Performance Multiplier is determined on a straight-line interpolation basis. If the Corporate Performance Metric Achievement for the 2024 PSUs is less than the threshold amount specified by the Compensation Committee, no PSUs would be eligible to vest.

  77. 2024 PSU Awards (Not Achieved)

    | Range | Corporate Performance Metric Achievement (2024 Adjusted Revenue) | Corporate Performance Multiplier (as a Percentage of Target PSUs) (%) | | Minimum | Less than $4.15 Billion | 0% | | Threshold | $4.15 Billion | 40% | | Target | $4.30 Billion | 100% | | Maximum | $4.60 Billion & Above | 160% |

  78. 2024 PSU Awards (Not Achieved)

    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 was intended to be rigorous and challenging. If the level of Relative TSR Performance Metric achievement falls between two of the levels set forth in the table below, the corresponding Relative TSR Performance Multiplier is to be determined on a 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 would be zero and no PSUs would be eligible to vest, regardless of the level of achievement of the Corporate Performance Metric.

  79. 2024 PSU Awards (Not Achieved)

    | Relative TSR Performance Metric Achievement (Company Percentile Rank as Compared to Index Companies) | Relative TSR Performance Multiplier (as a Percentage of Target PSUs) (%) | | Less than 10th Percentile (Minimum) | 0% | | 10th Percentile (Threshold) | 50% | | 30th Percentile | 75% | | 60th Percentile (Target) | 100% | | 90th Percentile & Above (Maximum) | 125% |

  80. Actual 2024 PSU Awards (Not Achieved)

    Actual 2024 PSU Awards (Not Achieved) In March 2025, the Compensation Committee reviewed our performance in fiscal 2024 for purposes of determining achievement of the Corporate Performance Metric for the 2024 PSUs. As Dexcom did not meet the threshold level of achievement for the Corporate Performance Metric, no vesting will occur with respect to the 2024 PSUs.

  81. 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.

  82. Severance & Change in Control Plan

    Severance & Change in Control Plan Our Amended and Restated Severance and Change in Control Plan (the “Severance & Change in Control Plan”), adopted in May 2023, provides for specified payments and benefits if an 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.

  83. Lawver Agreement

    Lawver Agreement In October 2024, we entered into a severance agreement and general release with Ms. Lawver. Subject to Ms. Lawver’s execution and non-revocation of a general release of claims against Dexcom and her compliance with certain covenants set forth in the agreement, Ms. Lawver will receive a cash payment equivalent to seven months of her current base salary, payable following the conclusion of her consulting period. Pursuant to the agreement, Ms. Lawver has waived her rights to any benefits under the Severance & Change in Control Plan. Pursuant to the agreement, effective November 7, 2024, Ms. Lawver’s position as EVP, Chief Commercial Officer, ended and from November 7, 2024 through December 31, 2024, Ms. Lawver served as Special Advisor to the Chief Executive Officer of Dexcom. In addition, pursuant to the agreement, Ms. Lawver agreed to provide transitional consulting services to Dexcom from January 1, 2025 through March 31, 2025, referred to as her consulting period. In consideration of Ms. Lawver providing consulting services to Dexcom, Ms. Lawver will receive fees equivalent to her current monthly base salary for each month during the consulting period. Consistent with the existing terms applicable to Ms. Lawver’s equity awards that were outstanding as of December 31, 2024, Ms. Lawver will continue to vest in such awards during her consulting period.

  84. Lawver Agreement

    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 13, 2025, 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, officers or directors to hedge our equity securities. For additional information, see “Corporate Governance - Anti-Hedging.”

  85. Accounting Considerations

    | 2024 Summary Compensation Table |

  86. 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 | 2024 | 1,157,254 | — | 14,536,111 | — | 135,432 | 15,828,797 | | | 2023 | 1,092,822 | — | 12,486,939 | 1,988,948 | 143,535 | 15,712,244 | | | 2022 | 953,424 | — | 13,212,746 | 1,251,370 | 18,112 | 15,435,652 | | Jereme M. Sylvain EVP, Chief Financial Officer | 2024 | 609,323 | — | 5,229,163 | — | 12,626 | 5,851,112 | | | 2023 | 533,599 | — | 3,127,182 | 560,279 | 33,840 | 4,254,900 | | | 2022 | 426,288 | — | 2,697,743 | 365,915 | 48,935 | 3,538,881 | | Michael J. Brown EVP, Chief Legal Officer | 2024 | 596,886 | — | 4,357,659 | — | 10,350 | 4,964,895 | | | 2023 | 546,647 | — | 3,127,182 | 660,077 | 8,886 | 4,342,792 | | | 2022 | 491,918 | — | 4,824,782 | 402,143 | 27,435 | 5,746,278 | | Jacob S. Leach EVP, Chief Operating Officer | 2024 | 682,498 | — | 5,229,163 | — | 10,610 | 5,922,271 | | | 2023 | 625,053 | — | 3,648,340 | 656,305 | 8,325 | 4,938,023 | | | 2022 | 534,743 | — | 3,433,079 | 437,153 | 22,233 | 4,427,208 | | Sadie M. Stern EVP, Chief Human Resources Officer (4) | 2024 | 539,791 | — | 4,357,659 | — | 11,038 | 4,908,488 | | Teri L. Lawver Former EVP, Chief Commercial Officer (5) | 2024 | 607,058(6) | 100,000(7) | 5,229,163 | — | 516,606 | 6,452,827 | | | 2023 | 528,164(8) | 100,000(7) | 5,112,939 | 554,573 | 230,917 | 6,526,593 |

  87. Accounting Considerations

    | Grants of Plan-Based Awards for 2024 |

  88. Accounting Considerations

    | Outstanding Equity Awards at December 31, 2024 |

  89. Accounting Considerations

    | 2024 Option Exercises and Stock Vested |

  90. Accounting Considerations

    | Executive Nonqualified Deferred Compensation Plan |

  91. 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. Ms. Lawver was no longer an executive officer on December 31, 2024, and was not entitled to receive payments pursuant to the Severance Plan in connection with a “change of control.” Please see the section entitled “Post Employment Compensation - Lawver Agreement” under “Executive Compensation” above. In each case, the information is provided assuming a December 31, 2024 termination date, and, where applicable, using the closing price of our common stock of $77.77 on the Nasdaq Global Select Market on the last trading day of our fiscal year ended December 31, 2024. 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.

  92. 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) | 2,330,000 | 1,620,156 | — | — | 35,791 | 3,985,947 | | Qualifying Termination and Change of Control (Double Trigger) | 3,495,000 | 4,860,467 | 10,831,183 | 8,526,781 | 53,687 | 27,767,118 | | Jereme M. Sylvain | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 620,771 | 456,992 | — | — | 25,305 | 1,103,068 | | Qualifying Termination and Change of Control (Double Trigger) | 1,241,542 | 913,985 | 984,879 | 3,703,796 | 50,611 | 6,894,813 | | Michael J. Brown | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 606,375 | 447,665 | — | — | 25,305 | 1,079,345 | | Qualifying Termination and Change of Control (Double Trigger) | 1,212,750 | 895,329 | 550,456 | 4,689,764 | 50,611 | 7,398,910 | | Jacob S. Leach | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 693,347 | 511,874 | — | — | 25,305 | 1,230,526 | | Qualifying Termination and Change of Control (Double Trigger) | 1,386,694 | 1,023,747 | 1,194,936 | 4,041,862 | 50,611 | 7,697,850 | | Sadie M. Stern | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 548,372 | 404,843 | — | — | 25,305 | 978,520 | | Qualifying Termination and Change of Control (Double Trigger) | 1,096,744 | 809,687 | 984,879 | 3,366,119 | 50,611 | 6,308,040 |

  93. 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 2024 Bonus Plan under the terms of the Severance Plan, as described above. (3)Represents the value of accelerated vesting of outstanding 2022 PSU, 2023 PSU, and 2024 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, 2024 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 2024 enrollment rates.

  94. Potential Payments Upon a Termination or Change in Control

    | Pay versus Performance |

  95. 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.

  96. 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 NEOs $(2)(4)(5) | Total Shareholder Return $(6) | Peer Group Total Shareholder Return $(6) | Net Income (in millions) $(7) | Company Selected Measure: Revenue (in millions) $(8) | | 2024 | 15,828,797 | (8,689,910) | 5,619,919 | 532,201 | 142.21 | 105.04 | 576.2 | 4,034.6 | | 2023 | 15,712,244 | 22,999,097 | 5,015,577 | 6,071,441 | 226.92 | 99.63 | 541.5 | 3,608.6(9) | | 2022 | 15,435,652 | 5,735,702 | 4,440,975 | 3,929,405 | 207.08 | 105.61 | 341.2 | 2,964.9(10) | | 2021 | 11,985,324 | 36,052,076 | 4,962,060 | 6,403,115 | 245.47 | 137.80 | 216.9 | 2,422.5(11) | | 2020 | 13,804,156 | 45,122,463 | 5,707,750 | 10,335,589(3) | 169.02 | 133.15 | 549.7 | 1,926.7(12) |

  97. Potential Payments Upon a Termination or Change in Control

    (1)Kevin Sayer was our PEO for all years presented. (2)For the applicable fiscal year, other NEOs include: 2024: Jereme M. Sylvain, Michael J. Brown, Jacob S. Leach, Sadie M. Stern, and Teri L. Lawver; 2023: Jereme M. Sylvain, Michael J. Brown, Teri L. Lawver, and Jacob S. Leach; 2022: Jereme M. Sylvain, Michael J. Brown, Girish Naganathan, and Jacob S. Leach; 2021: Jereme M. Sylvain, Paul Flynn, Jacob S. Leach, Chad Patterson, and Quentin Blackford; 2020: Quentin Blackford, Richard Doubleday, Jacob S. Leach, and Jeffrey 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 2024 Summary Compensation Table (“SCT”) totals reported for the PEO and the average of the Other NEOs for fiscal 2024 were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” or CAP:

  98. Potential Payments Upon a Termination or Change in Control

    | | 2024 | | | | PEO ($) | Average for Other NEOs ($) | | Summary Compensation Table | 15,828,797 | 5,619,919 | | Adjustments for Grant Date Fair Value | | | | Deductions for equity awards reported in Summary Compensation Table | (14,536,111) | (4,880,561) | | 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 | 3,768,624 | 1,891,071 | | 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 | (14,679,150) | (2,151,712) | | Change in Fair Value from Prior Year-end to Vesting Date for Awards Granted in Prior Years that Vested in Covered Fiscal Year | 927,930 | 53,484 | | Prior Year-End Fair Value for Awards Granted in Prior Years that are forfeited during the Covered Year | — | — | | Net Decreases for the Inclusion of Rule 402(v) Equity Values | (9,982,596) | (207,157) | | Compensation Actually Paid | (8,689,910) | 532,201 |

  99. 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 other 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 Select Industry index, including reinvestment of any dividends. (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 2024 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 2024 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 2023 revenue, please refer to our 2024 Proxy Statement. (10)For a description of 2022 revenue, please refer to our 2023 Proxy Statement. (11)For a description of 2021 revenue, please refer to our 2022 Proxy Statement. (12)For a description of 2020 revenue, please refer to our 2021 Proxy Statement.

  100. Tabular List of Financial Performance Measures

    | Chief Executive Officer Pay Ratio |