DEF 14A of Dexcom Inc, Apr 15, 2026

DEF 14A of Dexcom Inc

Filed Apr 15, 2026 · FY20250001093557-26-000061

Open on EDGAR

  1. Considerations in Identifying and Evaluating Director Nominees

    Considerations in Identifying and Evaluating Director Nominees

  2. 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 2021, 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. |

  3. 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.

  4. Corporate Sustainability Oversight

    | NON-EMPLOYEE DIRECTOR COMPENSATION |

  5. 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 or our Executive Chairman for Board service in addition to their regular employee compensation. For a discussion of Mr. Leach’s and Mr. Sayer’s compensation arrangements, please see “Executive Compensation - Compensation Discussion & Analysis”. 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 2025, 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 2025, the Compensation Committee found that the per director average pay and total non-employee director compensation program generally were aligned with our peers’ practices.

  6. Non-Employee Director Compensation Philosophy and Process

    | Non-Employee Director Compensation Arrangements |

  7. 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 2025 as follows:

  8. 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 | | Nominating and Governance Committee Chair | 20,625 | | Technology 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 |

  9. 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 to the Company. 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 to the Company. 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.

  10. Non-Employee Director Compensation Philosophy and Process

    | Non-Employee Director Stock Ownership Guidelines |

  11. 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.

  12. Non-Employee Director Compensation Philosophy and Process

    | 2025 Director Compensation Table |

  13. Non-Employee Director Compensation Philosophy and Process

    During fiscal 2025, 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 2025 regarding all compensation awarded to each person who served as a non-employee director for some portion or all of fiscal 2025.

  14. Non-Employee Director Compensation Philosophy and Process

    | | Awarded during fiscal 2025 | Unvested Shares as of December 31, 2025 | | Name | Stock Awards ($)(1) | Unvested RSUs (#) | | Steven Altman | 429,858 | 5,037 | | Dr. Euan Ashley(2) | 503,985 | 7,166 | | Nicholas Augustinos | 430,626 | 5,046 | | Richard Collins | 433,015 | 5,074 | | Karen Dahut(3) | — | — | | Rimma Driscoll | 433,015 | 6,410 | | Mark Foletta | 489,084 | 5,731 | | Renée Galá(4) | 553,877 | 6,881 | | Bridgette Heller | 430,626 | 5,046 | | Kyle Malady | 443,085 | 5,192 | | Rick Osterloh(5) | — | — | | Eric Topol, M.D.(6) | — | — |

  15. Non-Employee Director Compensation Philosophy and Process

    (1)These amounts reflect the grant date fair value of RSUs granted during fiscal 2025, computed in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Note 1 and Note 8 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 12, 2026. For fiscal 2025, the annual non-employee director RSU awards were granted on May 8, 2025, 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)Dr. Ashley joined our Board in October 2025 and received an initial appointment equity grant of 7,166 RSUs on October 24, 2025. (3)Ms. Dahut resigned from the Board in May 2025. (4)Ms. Galá joined our Board in March 2025 and received an initial appointment equity grant of 5,720 RSUs on March 6, 2025. In addition, Ms. Galá also received an equity grant of 1,161 RSUs on May 8, 2025 related to her pro-rated annual equity retainer grant and service as a Compensation Committee and Audit Committee board member. (5)Mr. Osterloh was appointed to the Board in February 2026. (6)Dr. Topol was not renominated for election to the Board at the 2025 annual meeting of stockholders, and his term as a director ended in May 2025.

  16. Non-Employee Director Compensation Philosophy and Process

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

  17. 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, 2026. |

  18. Non-Employee Director Compensation Philosophy and Process

    The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and is seeking ratification of such selection by our stockholders at the Annual Meeting. Deloitte has audited our financial statements since 2025. 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. 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, 2026. PROXIES RECEIVED BY THE COMPANY WILL BE VOTED FOR THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.

  19. Executive Summary

    | Financial Flexibility(1) | | | | | Cash, Cash Equivalents, & Short-term Marketable Securities | Working Capital | Operating Cash Flows | Available Line of Credit | | $2.00 billion | $1.89 billion | $1.44 billion | $192.1 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, 2025, filed with the SEC on February 12, 2026. | | | |

  20. 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 2025; 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 2025 executive compensation program, the Compensation Committee considered the program objectives set forth below, our fiscal 2025 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 2025 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 “2025 Bonus Plan”); •maintained adjusted revenue and non-GAAP operating margin as the company performance metrics in the 2025 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, among other factors; •maintained PSUs at 50% of our CEO’s and 30% of our other NEOs’ total target annual 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. The charts below illustrate the target total annual direct compensation for Mr. Sayer, who served as our CEO for the majority of fiscal and the average target total annual direct compensation of our other NEOs that was at-risk or variable, for fiscal 2025. While Mr. Leach served, in addition to his other duties, as Dexcom’s interim principal executive officer effective September 14, 2025, his target total direct compensation for fiscal 2025 has been included in the average target total annual direct compensation of our other NEOs.

  21. Jacob Leach

    Jacob Leach Effective May 9, 2025, Mr. Leach was promoted from Executive Vice President, Chief Operating Officer to President and Chief Operating Officer. In connection with this promotion, Mr. Leach’s annual base salary was increased to $800,000 and he became eligible to receive an annual cash performance bonus equal to 100% of his annual base salary. On July 25, 2025, the Board appointed Mr. Leach as President and Chief Executive Officer, and as a member of the Board, all effective as of January 1, 2026. Effective September 14, 2025, the Board appointed Mr. Leach to serve as Dexcom’s interim principal executive officer in addition to his other duties in connection with Mr. Sayer’s medical leave of absence described below. On December 19, 2025, in connection with Mr. Leach’s promotion to Chief Executive Officer, effective as of January 1, 2026, Mr. Leach entered into an offer letter with us with respect to his Chief Executive Officer role. The offer letter provides for an annual base salary of $1,150,000 and annual target bonus opportunity equal to 150% of his base salary. Pursuant to the terms of his offer letter, we also agreed to grant Mr. Leach RSUs with a grant date fair value of $7,500,000, vesting annually over the three years following the date of grant, subject to Mr. Leach’s continued service. Also pursuant to the terms of his offer letter, the Company agreed to grant Mr. Leach PSUs with a target fair value of $7,500,000, which are subject to vest if certain performance conditions established by the Compensation Committee are met, and subject to Mr. Leach’s continued service. These compensation components will be reported in the Company’s 2027 Proxy Statement, in the Compensation Discussion and Analysis covering 2026 executive compensation. Mr. Leach currently serves as Chief Executive Officer and President, and a member of the Board, as well as Dexcom’s principal executive officer and principal operating officer.

  22. Jon Coleman

    Jon Coleman In March 2025, Mr. Coleman was hired as our Executive Vice President, Chief Commercial Officer. In connection with his appointment and following an analysis of competitive market practices, Mr. Coleman entered into an offer letter with us which provides for an annual base salary of $650,000, an annual cash performance bonus with a target equal to 75% of his annual base salary (which target annual bonus was pro-rated for fiscal 2025 based on Mr. Coleman’s period of service in fiscal 2025), and a new hire RSU award representing a number of shares of the Company’s common stock with a value of $5,000,000, vesting over four years in equal annual installments from the date of grant, subject to Mr. Coleman’s continued service.

  23. Jon Coleman

    | 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 |

  24. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has engaged the Executive and Board Advisory practice of Aon plc (“Aon”), an independent compensation consultant, since fiscal 2022, including for fiscal 2025. In fiscal 2025, 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.

  25. Role of Compensation Consultant

    | Compensation Peer Group |

  26. Role of Compensation Consultant

    As part of determining executive compensation for fiscal 2025, 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 2025 executive compensation (the list below reflects peer group updates approved in 2024 to guide 2025 compensations decisions). The primary specific criteria used to review and update the peer group consisted of the following:

  27. 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. |

  28. Role of Compensation Consultant

    Application of this criteria resulted in minor changes in the peer group, adding and removing companies outside the specific medical device industry that better reflect Dexcom’s size, value and growth. One company, Splunk Inc. (acquired by Cisco Systems, Inc), was removed from the peer group, and two companies were added, as indicated below. For fiscal 2025 compensation decisions, the compensation peer group approved by the Compensation Committee was comprised of the following companies:

  29. Role of Compensation Consultant

    | Fiscal 2025 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 | Moderna, Inc.* | | Docusign, Inc. | ResMed Inc. | | Edwards Lifesciences Corporation | Veeva Systems Inc. | | Exact Sciences Corporation | Workday, Inc.* | | Hologic, Inc. | Zimmer Biomet Holdings, Inc. | | * New peer group companies added for fiscal 2025. | |

  30. Role of Compensation Consultant

    | Competitive Positioning |

  31. 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, and referencing market competitive levels based on the peer group. 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 McLagan Compensation Database published compensation survey, which reflects the broader market in which we compete for talent.

  32. Role of Compensation Consultant

    | Fiscal 2025 Compensation Elements |

  33. Role of Compensation Consultant

    In fiscal 2025, 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.

  34. 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 2025 Bonus Plan that are contingent upon the achievement of annual financial and individual performance objectives. | •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. |

  35. 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.

  36. 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. In March 2025, the Compensation Committee approved the fiscal 2025 base salaries for our executive officers, including the NEOs (other than Mr. Coleman who was hired in March 2025). The Compensation Committee, in addition to the considerations described above, approved salary increases based on the following factors: 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 2024, and the Compensation Committee’s recognition of the growing responsibilities of our Non-CEO NEOs. In March 2025, the Compensation Committee also approved the fiscal 2025 base salary of our then-CEO, Mr. Sayer, which resulted in a 5% increase from his fiscal 2024 salary. The Compensation Committee approved the salary increase as a result of the Compensation Committee’s assessment of Mr. Sayer’s contribution toward Dexcom’s performance during 2024 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 in line with the median of our peer group. Effective May 9, 2025, the Board of Directors approved the promotion of Mr. Leach from Executive Vice President, Chief Operating Officer to President and Chief Operating Officer, resulting in an additional 10% increase in his base salary to $800,000 during fiscal 2025. All increases were made based on considerations of market data, company performance and individual performance and contribution.

  37. 2025 Performance-Based Cash Bonus

    2025 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 2025 Bonus Plan was adopted under the terms of our omnibus Incentive Bonus Plan, which was approved in March 2021. The 2025 Bonus Plan was intended to motivate our executive officers to achieve a combination of financial and individual performance objectives 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 2025, 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 2025 Bonus Plan. Our Compensation Committee approved the 2025 Bonus Plan in March 2025 with the terms and conditions for the NEOs described below.

  38. 2025 Executive Annual Cash Bonus Formula and Design

    2025 Executive Annual Cash Bonus Formula and Design For fiscal 2025 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.

  39. 2025 Executive Annual Cash Bonus Formula and Design

    | 2025 Bonus Plan Payout Formula | | | | | | | Base Salary(1)x | Target Annual Cash Bonus %(2)x | Financial Performance Multiplierx | Individual Performance Multiplier | = | Annual Cash Bonus | | (1)Based on the pro-rated salary earned for fiscal 2025. | | | | | | | (2)Based on the pro-rated target annual cash bonus % for fiscal 2025. | | | | | |

  40. 2025 Executive Annual Cash Bonus Formula and Design

    | 2025 Bonus Plan Key Terms | Definitions | | Annual Cash Bonus | The annual cash bonus to be paid to the NEOs under the 2025 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 opportunity 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 and the Non-GAAP Operating Margin 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 12, 2026, 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 (“2025 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”). | | 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%. |

  41. Target Annual Cash Bonus

    Target Annual Cash Bonus The Compensation Committee approved the 2025 Target Annual Cash Bonus percentages for our NEOs in March 2025. Target Annual Cash Bonus percentages were determined after reviewing compensation peer group and other market data presented by Aon. The Target Annual Cash Bonus percentages for each of our NEOs were as follows:

  42. Target Annual Cash Bonus

    | Name | 2025 Target Annual Cash Bonus (%)(1) | 2024 Target Annual Cash Bonus (%) | | Jacob Leach | 100%(2) | 75% | | Kevin Sayer | 140% | 140% | | Jereme Sylvain | 75% | 75% | | Michael Brown | 75% | 75% | | Jon Coleman | 75% | N/A | | Sadie Stern | 75% | 75% |

  43. Target Annual Cash Bonus

    (1)2025 Target Annual Cash Bonus percentages are as of December 31, 2025. (2)In May 2025, the Compensation Committee approved an increase in the Target Annual Cash Bonus percentage from 75% to 100% for Mr. Leach as part of his promotion to President and Chief Operating Officer.

  44. 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. Achievement between threshold, target, and maximum is determined based on linear interpolation. If the threshold goal is not achieved for a Financial Performance Component, there is no payout for that measure and the total payout opportunity for each Financial Performance Component is capped at 175%. In March 2025, the Compensation Committee approved the following components to constitute the Financial Performance Multiplier under the 2025 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 2025 cash bonuses attributable to the Adjusted Revenue Component was to be paid unless we met a specified minimum 2025 Adjusted Revenue threshold level for fiscal 2025 of at least $4.30 billion. The Compensation Committee believed the 2025 Adjusted Revenue threshold to be challenging but achievable, requiring strong performance from each of our NEOs. The 2025 Adjusted Revenue Component achievement was $4.636 billion and therefore, the minimum threshold was met, as noted above. •Non-GAAP Operating Margin Component was selected as a second key measure to determine the 2025 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 2025 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 2025 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 2025 Non-GAAP Operating Margin Component achievement was 20.8% 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 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.

  45. Actual Fiscal 2025 Bonus Performance

    Actual Fiscal 2025 Bonus Performance In February 2026, the Compensation Committee reviewed Dexcom’s performance in fiscal 2025 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. In determining Mr. Leach’s individual performance multiplier, the Compensation Committee considered the significant expansion of his responsibilities during 2025, including his promotion to President in May 2025 and his service as interim principal executive officer beginning in September 2025, while continuing to serve in his then-current leadership role. In light of his additional duties, the Compensation Committee determined that it was appropriate to recognize the scope and impact of his leadership under the existing bonus framework rather than through a separate interim promotion payment. The Compensation Committee also considered that Mr. Sayer’s 2025 annual bonus was pro-rated to reflect his medical leave of absence, such that the Company did not pay duplicative bonus compensation for the same period of service. The following table presents information relating to the actual bonus paid under the 2025 Bonus Plan for each NEO:

  46. Actual Fiscal 2025 Bonus Performance

    | Name | Salary ($)(1) | 2025 Target Annual Cash Bonus (%)(2) | Target 2025 Bonus ($) | Actual 2025 Bonus Paid ($)(3) | | Jacob Leach | 768,962 | 100% | 706,585 | 1,164,780 | | Kevin Sayer | 1,213,515 | 140% | 1,698,921 | 1,144,506 | | Jereme Sylvain | 646,623 | 75% | 484,967 | 465,568 | | Michael Brown | 631,627 | 75% | 473,720 | 454,771 | | Jon Coleman | 491,507 | 75% | 368,630 | 353,885 | | Sadie Stern | 571,209 | 75% | 428,407 | 411,270 |

  47. Actual Fiscal 2025 Bonus Performance

    (1)Represents salary earned for fiscal 2025, which is pro-rated based on hire date, promotions, or salary changes during the fiscal year. (2)Represents Target Annual Cash Bonus percentage as of December 31, 2025. See the subsection entitled “Target Annual Cash Bonus” above for details of any adjustments to Target Annual Cash Bonus percentages during fiscal 2025. (3)The product of the multipliers and the Target Annual Cash Bonus may not equal the actual bonus paid due to rounding.

  48. Equity Awards Granted in 2025

    Equity Awards Granted in 2025 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. In March 2025, the Compensation Committee determined that, for fiscal 2025, our then-CEO’s annual equity awards would be split between 50% RSUs and 50% PSUs (at target) and our other NEOs’ annual equity awards would be split between 70% RSUs and 30% PSUs (at target). 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 2025, 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. We grant a mix of annual RSU and PSU awards to NEOs, collectively referred to as total annual equity awards. The Compensation Committee has the authority to allocate off-cycle equity grants based on business needs. In addition to annual equity awards, the Company made supplemental RSU awards to the NEOs, other than Mr. Sayer and Mr. Coleman. The Compensation Committee believed it was necessary to grant these supplemental awards in order to ensure continued execution against significant commercial, operational, and innovation priorities, and to maintain stability in the executive leadership team, particularly given the dynamic job market, including the difficult recruiting and retention landscape, and after considering recent executive departures. The awards were designed to address retention issues in the context of turnover at our Company and in our sector as well as general demand for qualified individuals in light of hiring by competitors and from newly public companies. In determining the size and scope of the supplemental awards the Compensation Committee considered the appropriate equity vehicle, as well as the impact on dilution and the Company’s burn rate. The supplemental awards were made in the form of RSUs that vest over a two-year period, with half of the RSUs subject to a supplemental award vesting on the first anniversary of the grant date and the remainder of the RSUs subject to the supplemental award vesting on a quarterly basis through the second year, in each case, subject to continued service to the Company. 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. See the subsection below entitled “2025 PSU Awards” for information regarding the terms of the PSU awards. Consistent with the considerations described above, based on the Compensation Committee’s (i) review of competitive market practices presented by Aon, (ii) desire to retain and incentivize our executive talent in the highly competitive market in which we operate, (iii) desire to recognize the growing responsibilities of our NEOs, and (iv) assessment of the contributions of each of our NEOs toward Dexcom’s performance during 2024, the Compensation Committee approved grants of RSUs and PSUs for fiscal 2025. The following table illustrates the number of shares and value of our equity awards granted at target to our NEOs in fiscal 2025:

  49. Equity Awards Granted in 2025

    | Name | Annual PSU Shares (#)(1) | Annual RSU Shares (#)(1) | New Hire RSU Shares (#)1) | Supplemental RSU Shares (#)1) | Total Equity Award Value ($)(2) | | Jacob Leach | 15,389 | 35,906 | — | 22,798 | 6,500,000 | | Kevin Sayer | 85,490 | 85,490 | — | — | 15,000,000 | | Jereme Sylvain | 15,389 | 35,906 | — | 22,798 | 6,500,000 | | Michael Brown | 12,824 | 29,922 | — | 22,798 | 5,750,000 | | Jon Coleman(3) | — | — | 68,738 | — | 5,000,000 | | Sadie Stern | 12,824 | 29,922 | — | 22,798 | 5,750,000 | | (1)The number of shares awarded is determined by dividing the respective equity award value by the average stock price over 30 consecutive days as of five business days prior to the award’s grant date. | | | | | | | (2)The aggregate grant date fair value of these awards is reported in the “Stock Awards” column of the Summary Compensation Table in accordance with FASB ASC Topic 718. | | | | | | | (3)Mr. Coleman was hired on March 31, 2025. As such, he was not eligible for Annual RSUs or Annual PSUs for fiscal 2025. Mr. Coleman’s fiscal 2025 equity award was composed entirely of New Hire RSUs. | | | | | |

  50. Equity Awards Granted in 2025

    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. Overall, the Compensation Committee considered the management of our aggregate dilution in fiscal 2025 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.

  51. 2025 PSU Award Formula and Design

    2025 PSU Award Formula and Design The PSU award structure is described below.

  52. 2025 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 executive officers in their first year of service, who are eligible to receive New Hire RSUs instead. | | | | | |

  53. 2025 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 are 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 (change 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 | | 2025 | 2025 Adjusted Revenue (1) | January 1, 2025 through December 31, 2025 | January 1, 2025 through December 31, 2027 | | (1)2025 Adjusted Revenue is defined as reported revenue as filed in our Form 10-K with the SEC on February 12, 2026, 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 (“2025 Adjusted Revenue”). The budget rate is the rate determined annually. | | | |

  54. 2025 PSU Awards (Certification in 2028)

    2025 PSU Awards (Certification in 2028) In fiscal 2025, we granted the NEOs (other than Mr. Coleman) PSUs (the “2025 PSUs”) that would be earned upon achievement of both a one-year Adjusted Revenue Corporate Performance Metric (2025 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 (2025 Adjusted Revenue). 2025 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 the Company has a unique opportunity in the market and only a brief window to take maximum advantage of it. The 2025 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 properly incentivize our leadership team and reward performance. The Compensation Committee recognizes that its annual bonus program and 2025 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 because expanding the Company’s installed customer base, increasing ongoing utilization of its products, broadening access and reimbursement, advancing international expansion, and supporting product launches will be key drivers of durable shareholder value creation, and focusing on revenue appropriately reinforces these priorities. •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 because it provides a broad, objective benchmark that includes many innovative and growth-oriented companies that compete for capital and talent with our Company. The table below shows the range of Corporate Performance Metrics based on 2025 Adjusted Revenue levels and the corresponding multipliers applicable to the 2025 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 2025 PSUs is less than the threshold amount specified by the Compensation Committee, no PSUs would be eligible to vest.

  55. 2025 PSU Awards (Certification in 2028)

    | Range | Corporate Performance Metric Achievement (2025 Adjusted Revenue) | Corporate Performance Multiplier (as a Percentage of Target PSUs) (%) | | Minimum | Less than $4.30 Billion | 0% | | Threshold | $4.30 Billion | 40% | | Target | $4.60 Billion | 100% | | Maximum | $4.90 Billion & Above | 160% |

  56. 2025 PSU Awards (Certification in 2028)

    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.

  57. 2025 PSU Awards (Certification in 2028)

    | 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% |

  58. 2025 PSU Awards (Certification in 2028)

    The achievement of the Corporate Performance Metric was measured and certified in the first quarter of 2026 and the achievement of the Relative TSR Performance Metric will be certified in the first quarter of 2028. The Earned PSUs will vest subject to the NEOs’ continued employment through certification by the Compensation Committee. Any Target PSUs that are not earned and vested at the time of certification or on the date of termination of employment shall automatically be forfeited, subject to the terms and conditions outlined in the section entitled “Severance and Change in Control Arrangements. The table below shows the range of the multipliers to determine the hypothetical number of Earned PSUs:

  59. 2025 PSU Awards (Certification in 2028)

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

  60. 2025 PSU Awards (Certification in 2028)

    The table below shows the range of modifiers applicable to the 2025 PSUs based on the Corporate Performance Metric achieved in fiscal 2025:

  61. 2025 PSU Awards (Certification in 2028)

    | 2025 PSU Hypothetical Multipliers Based on Achieved Corporate Performance Metric | | | | | | | Corporate Performance Metric (1 year) | | Relative TSR Performance Metric (3 years) | | | | | Fiscal 2025 Adjusted Revenue | Achieved Corporate Performance Multiplier | Range | TSR Percentile | Applicable TSR Performance Multiplier | Combined PSU Multiplier(1) | | $4.636 Billion | 107% | Minimum | <10th Percentile | 0% | 0% | | | | Target | 60th Percentile | 100% | 107% | | | | Maximum | ≥90th Percentile | 125% | 134% | | (1)The product of the multipliers may not equal the total due to rounding on the achieved Corporate Performance Multiplier. | | | | | |

  62. 2025 PSU Awards (Certification in 2028)

    The table below shows the number of 2025 PSUs each NEO can earn at different levels of achievement based on a hypothetical level and PSUs that could be earned based on the Corporate Performance Metric achieved in fiscal 2025:

  63. 2025 PSU Awards (Certification in 2028)

    | | Hypothetical PSUs at Target and Maximum Opportunity for Relative TSR and Corporate Performance Multipliers | | PSUs Eligible to be Earned Based on Achieved Corporate Performance Multiplier at Target and Maximum Relative TSR Performance Multipliers | | | | Combined PSU Multiplier at 100% | Combined PSU Multiplier at 200% | Combined PSU Multiplier at 107% | Combined PSU Multiplier at 134% | | Name | PSUs at Target Relative TSR and Target Corporate Performance Multipliers (#) | PSUs at Maximum Relative TSR and Maximum Corporate Performance Multipliers (#) | PSUs at Target Relative TSR and Achieved Corporate Performance Multipliers (#) | PSUs at Maximum Relative TSR and Achieved Corporate Performance Multipliers (#) | | Jacob Leach | 15,389 | 30,778 | 16,467 | 20,622 | | Kevin Sayer | 85,490 | 170,980 | 91,475 | 114,557 | | Jereme Sylvain | 15,389 | 30,778 | 16,467 | 20,622 | | Michael Brown | 12,824 | 25,648 | 13,722 | 17,185 | | Jon Coleman | — | — | — | — | | Sadie Stern | 12,824 | 25,648 | 13,722 | 17,185 |

  64. 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.

  65. 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. On February 27, 2026, Mr. Sayer, our former CEO, entered into a letter agreement with the Company setting forth the terms of his employment as Executive Chairman, effective as of March 2, 2026. Pursuant to the terms of the letter agreement, Mr. Sayer will no longer be eligible to participate in the Company’s Amended and Restated Severance & Change in Control Plan as an executive officer.

  66. Severance & Change in Control Plan

    | Stock Ownership Guidelines and CEO Holding Requirement |

  67. Severance & Change in Control Plan

    To further align the interests of our executive officers with our stockholders, we have adopted stock ownership guidelines which were most recently amended in 2023. Our stock ownership guidelines require our CEO and our other executive officers to retain ownership of a material amount of our common stock within three years of becoming an executive officer, as follows:

  68. Severance & Change in Control Plan

    | Position | Multiple of Annual Base Salary | | CEO | 6x | | Other Executive Officers | 3x |

  69. Severance & Change in Control Plan

    Ownership levels are determined by including shares of common stock owned directly as well as shares underlying unvested time-based RSUs. 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 April 1, 2026, 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 settlement of any RSUs, net of any applicable tax withholdings, for a period of no less than twelve months from the date of such 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.”

  70. Severance & Change in Control Plan

    | Compensation Risk Controls |

  71. Severance & Change in Control Plan

    Aon collaborates with management to conduct an annual review of our compensation-related risks. The risk assessment conducted during fiscal 2025 did not identify any significant compensation-related risks and concluded that our compensation program is well designed to encourage behaviors aligned with the long-term interests of stockholders. Aon also found an appropriate balance in fixed versus variable pay, cash and equity, corporate, business unit, and individual goals, financial and non-financial performance measures, and formulas and discretion. Finally, it was determined that there are appropriate policies and controls in place to mitigate compensation-related risk.

  72. Severance & Change in Control Plan

    | Compensation Recovery Policy |

  73. Severance & Change in Control Plan

    In August 2023, our Board adopted a new compensation recovery policy (“Clawback Policy”) intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as implemented by Nasdaq rules and the SEC’s rules and regulations. The Clawback Policy requires us to recover certain incentive-based compensation (as defined in the Clawback Policy) paid or granted to our officers, and such additional employees as may be identified from time to time, in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. The policy requires each person covered thereby to reimburse or forfeit to us all incentive-based compensation received by them prior to the restatement that exceeds the amount they would have received had their incentive-based compensation been calculated based on the financial restatement. The recovery period extends up to three completed fiscal years prior to the date that it is, or reasonably should have been, concluded that we are required to prepare a restatement. The Clawback Policy applies to incentive-based compensation that is received (as defined in the Clawback Policy) after the effective date of the applicable Nasdaq rules. Per applicable requirements, the Clawback Policy is enforced without consideration of responsibility or fault or lack thereof. The full text of the Clawback Policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2023.

  74. Severance & Change in Control Plan

    | Tax and Accounting Considerations |

  75. Severance & Change in Control Plan

    As a general matter, while our Compensation Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to design and maintain executive compensation arrangements that it believes will attract and retain executive talent, even if such compensation is not deductible by the Company for federal income tax purposes.

  76. Accounting Considerations

    | 2025 Summary Compensation Table |

  77. Accounting Considerations

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jacob Leach President & Chief Executive Officer(4) | 2025 | 768,962 | — | 5,936,062(5) | 1,164,780 | 116,156 | 7,985,960 | | | 2024 | 682,498 | — | 5,229,163 | — | 10,610 | 5,922,271 | | | 2023 | 625,053 | — | 3,648,340 | 656,305 | 8,325 | 4,938,023 | | Kevin Sayer Executive Chairman(6) | 2025 | 1,213,515 | — | 13,853,723 | 1,144,506 | 70,854 | 16,282,598 | | | 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 | | Jereme Sylvain EVP, Chief Financial Officer | 2025 | 646,623 | — | 5,936,062(5) | 465,568 | 29,649 | 7,077,902 | | | 2024 | 609,323 | — | 5,229,163 | — | 12,626 | 5,851,112 | | | 2023 | 533,599 | — | 3,127,182 | 560,279 | 33,840 | 4,254,900 | | Michael Brown EVP, Chief Legal Officer | 2025 | 631,627 | — | 5,242,495(5) | 454,771 | 14,963 | 6,343,856 | | | 2024 | 596,886 | — | 4,357,659 | — | 10,350 | 4,964,895 | | | 2023 | 546,647 | — | 3,127,182 | 660,077 | 8,886 | 4,342,792 | | Jon Coleman EVP, Chief Commercial Officer(7) | 2025 | 491,507(8) | — | 5,831,045 | 353,885 | 68,858 | 6,745,295 | | Sadie Stern EVP, Chief Human Resources Officer(9) | 2025 | 571,209 | — | 5,242,495(5) | 411,270 | 28,157 | 6,253,131 | | | 2024 | 539,791 | — | 4,357,659 | — | 11,038 | 4,908,488 |

  78. Accounting Considerations

    | Grants of Plan-Based Awards for 2025 |

  79. Accounting Considerations

    | Outstanding Equity Awards at December 31, 2025 |

  80. Accounting Considerations

    | 2025 Option Exercises and Stock Vested |

  81. Accounting Considerations

    | Executive Nonqualified Deferred Compensation Plan |

  82. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The following table illustrates the potential payments and benefits that each of our NEOs would have been entitled to receive pursuant to the Severance Plan in event of a Qualifying Termination that occurs: (i) within a Change of Control Period and (ii) outside of a Change of Control Period. In each case, the information is provided assuming a December 31, 2025 termination date, and, where applicable, using the closing price of our common stock of $66.37 on the Nasdaq Global Select Market on the last trading day of our fiscal year ended December 31, 2025. 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.

  83. 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 ($)(5) | Total ($) | | Jacob Leach(6) | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 800,000 | 706,585 | — | — | 27,024 | 1,533,609 | | Qualifying Termination and Change of Control (Double Trigger) | 1,600,000 | 1,413,170 | 1,503,015 | 5,610,721 | 54,048 | 10,180,954 | | Kevin Sayer(7) | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 2,446,500 | 1,698,921 | — | — | 38,262 | 4,183,683 | | Qualifying Termination and Change of Control (Double Trigger) | 3,669,750 | 5,096,763 | 10,012,313 | 9,165,100 | 57,393 | 28,001,319 | | Jereme Sylvain | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 651,810 | 484,967 | — | — | 27,024 | 1,163,801 | | Qualifying Termination and Change of Control (Double Trigger) | 1,303,620 | 969,934 | 1,424,234 | 5,530,479 | 54,048 | 9,282,315 | | Michael Brown | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 636,694 | 473,720 | — | — | 27,024 | 1,137,438 | | Qualifying Termination and Change of Control (Double Trigger) | 1,273,388 | 947,440 | 1,265,676 | 5,740,341 | 54,048 | 9,280,893 | | Jon Coleman | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 650,000 | 368,630 | — | — | 19,906 | 1,038,536 | | Qualifying Termination and Change of Control (Double Trigger) | 1,300,000 | 737,260 | — | 4,562,141 | 39,812 | 6,639,213 | | Sadie Stern | | | | | | | | Termination Reason: | | | | | | | | Qualifying Termination (No Change of Control) | 575,791 | 428,407 | — | — | 27,024 | 1,031,222 | | Qualifying Termination and Change of Control (Double Trigger) | 1,151,582 | 856,814 | 1,265,676 | 4,941,247 | 54,048 | 8,269,367 |

  84. 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 2025 Bonus Plan under the terms of the Severance Plan, as described above. (3)Represents the value of accelerated vesting of outstanding 2023 PSU and 2025 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, 2025 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 2025 enrollment rates. (6)For purposes of the above table, Mr. Leach’s payments and benefits have been determined based on the provisions of the Severance Plan that apply to NEOs other than our Chief Executive Officer, as Mr. Leach’s appointment to the position of Chief Executive Officer was effective as of January 1, 2026. (7)For purposes of the above table, Mr. Sayer’s payments and benefits have been determined based on the provisions of the Severance Plan that apply to our Chief Executive Officer, as Mr. Sayer’s appointment to the position of Executive Chairman was effective as of January 1, 2026. Pursuant to a letter agreement entered into with us on February 27, 2026, Mr. Sayer is no longer be eligible to participate in the Severance Plan as an executive officer in connection with his service as Executive Chairman.

  85. Potential Payments Upon a Termination or Change in Control

    | Pay versus Performance |

  86. 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 current principal executive officer and former principal executive officer (“PEOs”), our NEOs other than our PEOs (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.

  87. Potential Payments Upon a Termination or Change in Control

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Jacob Leach $(1) | Summary Compensation Table Total for Kevin Sayer $(1) | Compensation Actually Paid to Jacob Leach $(1)(2)(3) | Compensation Actually Paid to Kevin Sayer $(1)(2)(3) | Average Summary Compensation Table Total for Other NEOs $(2)(3)(4) | Average Compensation Actually Paid to Other NEOs $(2)(3)(4) | Total Shareholder Return $(5) | Peer Group Total Shareholder Return $(5) | Net Income (in millions) $ | Company Selected Measure: Revenue (in millions) $ | | 2025 | 7,985,960 | 16,282,598 | 6,679,778 | 12,992,295 | 6,605,046 | 4,205,605 | 71.81 | 78.69 | 836.3 | 4,635.5(6) | | 2024 | — | 15,828,797 | — | (8,689,910) | 5,619,919 | 532,201 | 84.14 | 78.89 | 576.2 | 4,034.6(7) | | 2023 | — | 15,712,244 | — | 22,999,097 | 5,015,577 | 6,071,441 | 134.25 | 74.82 | 541.5 | 3,608.6(8) | | 2022 | — | 15,435,652 | — | 5,735,702 | 4,440,975 | 3,929,405 | 122.51 | 79.32 | 341.2 | 2,964.9(9) | | 2021 | — | 11,985,324 | — | 36,052,076 | 4,962,060 | 6,403,115 | 145.23 | 103.50 | 216.9 | 2,422.5(10) |

  88. Potential Payments Upon a Termination or Change in Control

    (1)Kevin Sayer served as Dexcom’s PEO for the years 2021 through September 13, 2025. Mr. Sayer took a medical leave of absence effective September 14, 2025. Effective September 14, 2025, Dexcom’s Board of Directors appointed Jacob Leach as interim PEO. Effective January 1, 2026, Mr. Leach was appointed our President and Chief Executive Officer. (2)The 2025 Summary Compensation Table (“SCT”) totals reported for the PEO and the average of the Other NEOs for fiscal 2025 were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” or CAP:

  89. Potential Payments Upon a Termination or Change in Control

    | | 2025 | | | | | Jacob Leach ($) | Kevin Sayer ($) | Average for Other NEOs ($) | | Summary Compensation Table | 7,985,960 | 16,282,598 | 6,605,046 | | Adjustments for Grant Date Fair Value | | | | | Deductions for equity awards reported in Summary Compensation Table | (5,936,062) | (13,853,723) | (5,563,024) | | 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 | 4,930,431 | 11,103,100 | 3,413,069 | | 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 | (371,745) | (1,201,686) | (277,990) | | Change in Fair Value from Prior Year-end to Vesting Date for Awards Granted in Prior Years that Vested in Covered Fiscal Year | 71,194 | 662,006 | 28,504 | | Prior Year-End Fair Value for Awards Granted in Prior Years that are forfeited during the Covered Year | — | — | — | | Net Increases for the Inclusion of Rule 402(v) Equity Values | 4,629,880 | 10,563,420 | 3,163,583 | | Compensation Actually Paid | 6,679,778 | 12,992,295 | 4,205,605 |

  90. Potential Payments Upon a Termination or Change in Control

    (3)The SCT totals reported for the PEOs 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 CAP. 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. (4)For the applicable fiscal year, other NEOs include: 2025: Jereme Sylvain, Michael Brown, Jon Coleman and Sadie Stern; 2024: Jereme Sylvain, Michael Brown, Jacob Leach, Sadie Stern, and Teri Lawver; 2023: Jereme Sylvain, Michael Brown, Teri Lawver, and Jacob Leach; 2022: Jereme Sylvain, Michael Brown, Girish Naganathan, and Jacob Leach; 2021: Jereme Sylvain, Paul Flynn, Jacob Leach, Chad Patterson, and Quentin Blackford. (5)$100 invested on December 31, 2020 in Dexcom common stock or the S&P Health Care Equipment Select Industry index, including reinvestment of any dividends. (6)We have identified 2025 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 2025 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. (7)For a description of 2024 revenue, please refer to our 2025 Proxy Statement. (8)For a description of 2023 revenue, please refer to our 2024 Proxy Statement. (9)For a description of 2022 revenue, please refer to our 2023 Proxy Statement. (10)For a description of 2021 revenue, please refer to our 2022 Proxy Statement.

  91. Tabular List of Financial Performance Measures

    | Pay Ratio |