Dexcom Inc DEF 14A, filed Apr 15, 2026

Dexcom Inc (DXCM)

DEF 14A 2026-04-15 For: 2026-05-27

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Added on June 12, 2026

About this DEF 14A

Dexcom Inc filed this DEF 14A on April 15, 2026.

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Location			Date and Time
Attend the Annual Meeting Online at:			Wednesday, May 27, 2026
www.proxydocs.com/DXCM			2:00 p.m. Pacific Time


Voting Methods

Internet	Telephone	Mail

For detailed information regarding voting instructions, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the section of this Proxy Statement entitled “Information about the Proxy Materials, Voting and the Annual Meeting”, or if you requested printed proxy materials by mail, your enclosed proxy card. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. If you decide to virtually attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting online at the Annual Meeting.


By Order of the Board of Directors,
/s/ Kevin Sayer

Kevin Sayer
Executive Chairman of the Board
April 15, 2026



			April 15, 2026
			To Our Stockholders

			You are cordially invited to attend the 2026 Annual Meeting of Stockholders of DexCom, Inc. online on May 27, 2026, at 2:00 p.m. Pacific Time (the “Annual Meeting”). As we approach the Annual Meeting, I would like to share with you some of our business and financial highlights from 2025. As you may know, this is my first Annual Meeting as your President and Chief Executive Officer. I have had the honor of helping to shape Dexcom’s industry-defining innovation since joining the company more than 20 years ago. I look forward to working with Kevin Sayer, now our Executive Chair, along with the rest of the Board of Directors and management team as we continue to advance Dexcom’s long legacy of empowering people to take control of their health. Business and Financial Highlights During 2025 we delivered another year of strong customer growth while enhancing the scale and efficiency of our operations. Demand for Dexcom CGM remained high behind continued category momentum and broader access for CGM globally. Through our dedicated efforts, we also delivered significant improvements in our financial results as compared to 2024. Our financial highlights included $4.66 billion in revenue, up 16% from 2024, and $2.80 billion in gross profit, up 15% from 2024. We had $911.8 million in operating income, up 52.0% from 2024, and $836.3 million in net income, up 45% from 2024. We also had $1.44 billion in operating cash flow, up 46% from 2024, and ended fiscal 2025 with cash, cash equivalents and short-term marketable securities totaling $2.00 billion. In addition, our Board of Directors approved a share repurchase program of up to $750.0 million of our outstanding common stock, and we returned $500.0 million to shareholders through the program during 2025. Our operational highlights included new product launches, expanded global scale, and broader access to Dexcom CGM globally. During the year, we introduced Dexcom G7 15 Day in the United States, extending sensor wear time for our customers and establishing our highest level of accuracy to date. We also advanced our software capabilities, including the FDA clearance of Dexcom Smart Basal, which is designed to support customers and clinicians with basal insulin titration and management. In addition, we made meaningful progress expanding access this past year, particularly in the United States where we announced coverage for all people with diabetes with the national formularies of the three largest PBMs. These efforts supported growth of our active customer base by more than 20% to approximately 3.5 million global customers, while continued progress at our Ireland manufacturing facility strengthened our foundation for long term global scale. Evolving and Strengthening of Our Board We have continued to bolster the varied skills and deep industry expertise on our Board, with a focus on medicine and technology experience. Since the beginning of last year, the Board has appointed Renée Galá, President and Chief Executive Officer of Jazz Pharmaceuticals plc; Dr. Euan Ashley, Chair of the Stanford University Department of Medicine; and Rick Osterloh, Senior Vice President, Platforms & Devices at Google. These new directors have brought fresh perspectives and supported enhanced oversight of our business and strategic needs.


			Positioned for the Next Phase of Growth We are building on our momentum in 2026, with a focus on executing against our three strategic priorities: becoming the premier glucose sending solution for all, setting the standard for customer experience, and expanding international market share. We are still early in our journey. The opportunity to help improve metabolic health globally remains significant, and we continue to see a long runway for growth. In our core US market, over nine million people have reimbursement but are not yet using CGM. International access expansion offers another compelling opportunity which we are only beginning to unlock. This is an exciting time for Dexcom. 2026 Annual Meeting We are pleased to provide stockholders with an opportunity to participate in the Annual Meeting online via the Internet to facilitate stockholder attendance and provide a consistent experience to all stockholders regardless of location. We will provide a live webcast of the Annual Meeting at www.proxydocs.com/DXCM, where you will also be able to vote online. The matters expected to be acted upon at the Annual Meeting are described in detail in the following Notice of Annual Meeting of Stockholders and Proxy Statement. Your vote is very important to us. We strongly encourage you to read both our Proxy Statement and 2025 Annual Report on Form 10-K in their entirety and ask that you support our recommendations. We sincerely appreciate your continued support of Dexcom, and we look forward to seeing you at the meeting.


Sincerely,
						/s/ Jacob Leach

						Jacob Leach President and Chief Executive Officer DexCom, Inc. April 15, 2026



			YOUR VOTE IS IMPORTANT Whether or not you plan to attend the Annual Meeting virtually via the internet, we strongly encourage you to vote your shares. In order to ensure your representation at the Annual Meeting, you may submit your proxy and voting instructions via the Internet at www.proxypush.com/DXCM, by telephone, or, if you requested a printed copy of the proxy materials, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). The Proxy Statement, the Notice of Internet Availability of Proxy Materials, the Annual Report and the accompanying proxy card are being made available to each stockholder entitled to vote at the Annual Meeting on or about April 15, 2026. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the section of this Proxy Statement entitled “Information about the Proxy Materials and the Annual Meeting”, or if you requested printed proxy materials by mail, your enclosed proxy card. If your shares are held by a bank, brokerage firm or other holder of record (your record holder), please follow the instructions you receive from such firm, bank or other nominee to vote your shares.


TABLE OF CONTENTS

			Page
PROPOSAL NO. 1 - ELECTION OF DIRECTORS			1
Board Backgrounds			3
Nominee Director Biographies			4
CORPORATE GOVERNANCE			16
Corporate Governance Highlights			16
Board Leadership Structure and the Role of the Lead Independent Director			17
Director Independence			18
Director Selection Process			18
Board Evaluation Process			19
Director Orientation and Continuing Education			19
Code of Conduct and Business Ethics			19
Insider Trading Policy; Anti-Hedging			20
Stockholder Engagement			21
Stockholder Communications with the Board			21
Committees of the Board and Meetings			22
Meetings of the Board of Directors; Director Attendance			22
Board of Directors’ Role in Risk Oversight			27
Corporate Sustainability Matters			29
NON-EMPLOYEE DIRECTOR COMPENSATION			30
Non-Employee Director Compensation Arrangements			30
Non-Employee Director Stock Ownership Guidelines			31
2025 Director Compensation Table			31
PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			32
Principal Accountant Fees and Services			33
Pre-Approval Policies and Procedures			33
Report of the Audit Committee of the Board			34
PROPOSAL NO. 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			35


EXECUTIVE OFFICERS			36
EXECUTIVE COMPENSATION			38
Compensation Discussion and Analysis			38
Fiscal 2025 Corporate Performance			39
Fiscal 2025 Compensation Overview			39
Leadership Transitions			41
Compensation Philosophy and Objectives			42
2025 Executive Compensation Policies and Practices at a Glance			42
Stockholder Advisory Vote on Executive Compensation			43
Compensation Decision-Making Process			43
Compensation Peer Group			44
Competitive Positioning			45
Fiscal 2025 Compensation Elements			46
Post-Employment Compensation			56
Stock Ownership Guidelines and CEO Holding Requirement			57
Insider Trading Policy; Anti-Hedging			57
Compensation Risk Controls			58
Compensation Recovery Policy			58


Tax and Accounting Considerations			58
Compensation Committee Report			59
SUMMARY OF EXECUTIVE COMPENSATION			60
2025 Summary Compensation Table			60
Grants of Plan-Based Awards for 2025			62
Outstanding Equity Awards at December 31, 2025			64
2025 Option Exercises and Stock Vested			65
Executive Nonqualified Deferred Compensation Plan			66
Severance and Change in Control Arrangements			67
Pay versus Performance			71
Pay Ratio			73
Equity Compensation Plan Information			74
Risks from Compensation Policies and Practices			75
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			76

CERTAIN TRANSACTIONS WITH RELATED PERSONS			77
STOCKHOLDER PROPOSALS FOR ANNUAL MEETING			78
HOUSEHOLDING OF PROXY MATERIALS			79






OTHER MATTERS			79
INFORMATION ABOUT THE PROXY MATERIALS, VOTING AND THE ANNUAL MEETING			80
ANNUAL REPORTS			86
ANNEX A - RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES			87


	Our Board recommends a vote “FOR” the following twelve nominees for election to our Board, each to hold office until our 2027 annual meeting of stockholders:

	1)	Steven Altman	2)	Dr. Euan Ashley	3)	Nicholas Augustinos	4)	Richard Collins

	5)	Rimma Driscoll	6)	Mark Foletta	7)	Renée Galá	8)	Bridgette Heller

	9)	Jacob Leach	10)	Kyle Malady	11)	Rick Osterloh	12)	Kevin Sayer

þ
		THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.


Director Name	Position(s)	Age	Director Since
Director Nominees:
Steven Altman	Director	64	2013
Dr. Euan Ashley	Director	54	2025
Nicholas Augustinos	Director	67	2009
Richard Collins	Director	69	2017
Rimma Driscoll	Director	53	2023
Mark Foletta	Lead Independent Director	65	2014
Renée Galá	Director	54	2025
Bridgette Heller	Director	64	2019
Jacob Leach	Director, President and Chief Executive Officer	48	2026
Kyle Malady	Director	59	2020
Rick Osterloh	Director	53	2026
Kevin Sayer	Executive Chairman of the Board	68	2007







Board Member Since 2013

Member of the Compensation Committee

Member of the Nominating and Governance Committee


Steven Altman

Career Highlights:
•Former Vice Chairman of Qualcomm and a member of Qualcomm’s executive committee from 2011 to 2014 •President of Qualcomm from 2005 to 2011 •Executive Vice President of Qualcomm from 1997 to 2005 •President of Qualcomm Technology Licensing from 1995 to 2005

Mr. Altman has extensive experience as a public company executive and provides expertise in business operations, legal matters and governance, and intellectual property and strategic licensing, providing valuable guidance and strategic direction to our Board.

Other Directorships - Current:
•Brain Corporation (Private) •Yembo, Inc. (Private) •Amionx, Inc. (Private)

Key Experience and Qualifications:
•Executive experience and oversight of corporate strategy and transactions •Technical and operational leadership •Corporate governance and legal •Intellectual property and licensing strategy

Other Professional Experience and Community Involvement:
•Former local board member and active supporter of Breakthrough T1D (formerly JDRF)

Education:
•B.A. in Political Science and Administration, Northern Arizona University •J.D., University of San Diego School of Law



			Our Mission: Empowering People to Take Control of Health


Nicholas Augustinos

Career Highlights:
•President and CEO of Aver, Inc. dba Enlace Health, a company specializing in value-based reimbursement analytics and payment solutions, from 2015 to 2018 •Senior Vice President for Health Information Services and Strategy at Cardinal Health, Inc. from 2011 to 2015 •Held various roles of increasing responsibility at Cisco Systems, Inc., the global leader in networking solutions and telemedicine, from 2005 to 2011 •Extensive consulting and managerial experience to Health Care Organizations and Insurance Companies

With a 38-year career in healthcare and healthcare technology, Mr. Augustinos has broad managerial, consulting and business development experience in the private and public sectors. Mr. Augustinos has worked with a diverse range of leading healthcare delivery systems, healthcare insurer, drug and medical device distribution and government organizations globally. He brings to the Board significant business, market development and technology experience with growth companies.




Key Experience and Qualifications:
•Business development, managerial, and technology leadership at growth companies •Significant healthcare industry experience •Audit and financial leadership experience at public healthcare companies •Public company board experience

Other Professional Experience and Community Involvement:
•Committee experience include Technology, Audit, Governance, and Investment •Previous Board Member of Aver •Previous Board member of the California Health Care Foundation (CHCF) – Endowed Foundation •Previous Board Member of Audax Health Solutions – Acquired by United Healthcare •Healtheon-WebMD •Deloitte Consulting •Healthcare Delivery Administration

Education:
•B.Sc. in Mechanical Engineering, King’s College London •MBA, University of Michigan


Rimma Driscoll

Career Highlights:
•More than two decades of global executive leadership spanning strategy, global business development, M&A, global marketing, innovation, commercial operations, and strategic alliances across the human and animal health sectors, while residing in the United States and European Union •Currently serves as EVP and Head of Global Strategy, Portfolio Marketing and Business Development, Global BioDevices and Platinum Performance at Zoetis, the world’s leading animal health company •SVP, Business Development, Business Integration and Strategic Alliances at Zoetis from 2020 to 2022 •VP, Business Development and Commercial Alliances at Zoetis from 2016 to 2020

With over two decades of executive experience, Ms. Driscoll has overseen a wide range of global transactions—including acquisitions, strategic alliances, joint ventures, and divestitures—and has played a key role in expanding businesses into new markets and categories. Her experience driving integrated growth initiatives across R&D, commercial organizations, and new business ventures positions her to contribute valuable insight to Dexcom’s strategic direction and global expansion.

Other Directorships - Current:
•Pumpkin Insurance, a preventative care and pet insurance company, from 2023 to present

Key Experience and Qualifications:
•Executive leadership of diverse, multinational teams to achieve corporate strategy for long-term growth •Business development and mergers and acquisitions, including divestitures, joint ventures and collaborations •Healthcare, pharma and consumer products experience globally

Other Professional Experience and Community Involvement:
•World 50 Strategy Group

Education:
•B.S. in Chemistry, Bowling Green State University •MBA, Xavier University







Board Member Since 2025

Member of the Nominating and Governance Committee

Member of the Technology Committee


Dr. Euan Ashley

Career Highlights:
•Chair of the Department of Medicine, Stanford University since 2024, and Associate Dean, Stanford University from 2019 to 2024 •Co-Director, Stanford Medicine Catalyst from 2019 to present •Professor of Medicine, Genetics, and Biomedical Data Science, Stanford University from 2006 to present •Founder, Center for Inherited Cardiovascular Disease, Stanford University since 2009

Dr. Ashley brings to our Board extensive experience in the healthcare field, including senior positions in research and medical institutions and private organizations, and provides guidance on medical technology and healthcare innovations.

Other Directorships - Current:
•AstraZeneca Plc, a biotechnology company, from 2020 to present

Key Experience and Qualifications:
•Extensive executive leadership in academic medicine and biotechnology •Expertise in medical technology, genomics, and healthcare innovation •Board experience in global pharmaceutical and biotechnology companies

Other Professional Experience and Community Involvement:
•Leadership in research institutions and private organizations •Guidance on medical technology and healthcare innovations

Education:
•B.Sc. in Physiology, University of Glasgow •MB ChB, University of Glasgow •D.Phil., University of Oxford •Cardiology fellowship training, Stanford University







Board Member Since 2009

Chair of the Nominating and Governance Committee







Board Member Since 2017

Member of the Audit Committee

Member of the Nominating and Governance Committee


Richard Collins

Career Highlights:
•Chief Executive Officer for UnitedHealthcare’s Northeast Region and President, Director, and/or Chairman of numerous UnitedHealthcare subsidiaries including Oxford Health Plans, Mid Atlantic Medical Services and UHC Insurance Company of New York from 2011 to 2013 •President – Individual Line of Business and Chairman and CEO of Golden Rule Financial Company from 2005 to 2012 •Held additional leadership positions in pricing, underwriting and healthcare economics at UnitedHealthcare

Mr. Collins has significant experience in healthcare insurance and administration, during a period in which UnitedHealth Group grew from a mid-cap health insurer into one of the largest public corporations in America, and provides operational and strategic expertise and valuable leadership experience to the Board.




Key Experience and Qualifications:
•Executive leadership in healthcare insurance and administration •Corporate governance and risk management

Other Professional Experience and Community Involvement:
•Former Board Chair of Fairbanks Hospital in Indianapolis, IN •Former Board Chair of The Nature Conservancy—Indiana •Former director of the UnitedHealthcare Children’s Foundation •Former director of the Council for Affordable Health Insurance •Former Board Leadership Fellow of the National Association of Corporate Directors (NACD) •Volunteer Staff Member, Researcher and Collector, Florida Museum of Natural History, Invertebrate Zoology Collections.

Education:
•B.S., Maine Maritime Academy •Executive development program at Harvard University’s John F. Kennedy School of Government







Board Member Since 2023

Member of the Audit Committee

Member of the Technology Committee







Board Member Since 2014

Lead Independent Director

Chair of the Audit Committee


Mark Foletta

Career Highlights:
•Former Executive Vice President and Chief Financial Officer of Tocagen, Inc. from 2017 to 2020 •Former Senior Vice President and Chief Financial Officer of Amylin Pharmaceuticals until its acquisition by Bristol Myers Squibb from 2000 to 2012, overseeing capital structure and investor communications

With more than two decades of financial leadership in healthcare, Mr. Foletta brings deep expertise in audit oversight, capital allocation, and financial strategy that supports Dexcom’s continued growth and operational discipline.

Other Directorships - Current:
•AMN Healthcare Services, a publicly traded healthcare workforce solutions provider, since 2012 (Board Chair) •Enanta Pharmaceuticals, a publicly traded pharmaceutical company, since 2020 (Chair of Audit Committee)

Key Experience and Qualifications:
•Audit and financial leadership experience at public healthcare companies •Public company board experience

Other Professional Experience and Community Involvement:
•Member of the Corporate Directors Forum

Education:
•B.A. in Business Economics, UC Santa Barbara


Renée Galá

Career Highlights:
•President and Chief Executive Officer of Jazz Pharmaceuticals PLC, a global biopharmaceutical company, since August 2025 •President and Chief Operating Officer of Jazz from 2023 to 2025 overseeing the company’s global business operations, as well as corporate strategy •Executive Vice President and Chief Financial Officer of Jazz from 2020 to 2023, responsible for company’s financial operations, corporate strategy and corporate development. •Chief Financial Officer of GRAIL, Inc., a private healthcare company focused on the early detection of cancer, from January to June 2019 •Senior Vice President and Chief Financial Officer of Theravance Biopharma, Inc. from December 2014 to January 2019

Ms. Galá’s executive leadership at global companies in the healthcare industry, including her strategic operating expertise as chief executive officer and chief operating officer, and financial expertise as a chief financial officer, provide valuable strategic, operating, financial and accounting experience to the Board.

Other Directorships - Current:
•Jazz Pharmaceuticals PLC, a publicly-traded pharmaceuticals company, since 2025

Key Experience and Qualifications:
•Executive leadership experience with oversight of corporate strategy and global operations •Public company financial leadership in the life sciences industry

Other Professional Experience and Community Involvement:
•Previous member of the board of directors at: ◦Gossamer Bio, Inc., where she chaired the audit committee, from 2018 to 2024 ◦Gyroscope Therapeutics from 2020 to 2021 ◦Concept Therapeutics, Inc. from 2016 to 2019

Education:
•B.S. in Mathematics, Vanderbilt University •MBA, Columbia Business School


Bridgette Heller

Career Highlights:
•Executive Vice President and President of Nutricia, the Specialized Nutrition Division of Danone, from 2016 to 2019 •Executive Vice President of Merck & Co., Inc. and President of Merck Consumer Care from 2010 to 2015 •President of Johnson & Johnson’s Global Baby Business Unit from 2007 to 2010 and President of its Global Baby, Kids, and Wound Care business from 2005 to 2007 •Roles of increasing responsibility at Kraft Foods from 1985 to 2002, ultimately serving as Executive Vice President and General Manager for the North American Coffee Portfolio

Ms. Heller’s leadership in scaling global consumer healthcare organizations supports Dexcom’s continued international expansion and patient engagement initiatives.

Other Directorships - Current:
•Aramark, a U.S. publicly traded food service and facilities provider, from 2020 to present •Integral Ad Science, a global media measurement and optimization company, from 2021 to 2025 •Novartis, an innovative medicines company, from 2020 to present •Newman’s Own (Private)

Key Experience and Qualifications:
•Significant executive leadership experience in consumer healthcare •Global technology and manufacturing experience in scaling organizations

Other Professional Experience and Community Involvement:
•Currently leading the Shirley Proctor Puller Foundation, a nonprofit dedicated to generating better educational outcomes for underserved children in St. Petersburg, Florida

Education:
•B.A. in Economics and Computer Studies, Northwestern University •MBA, Northwestern University


Jacob Leach

Career Highlights:
•President and CEO of Dexcom since January 2026, setting the company’s business strategy and vision to empower all people to take control of their health through transformative glucose biosensing technology •Previously served as Dexcom’s President and Chief Operating Officer (May to December 2025), prior to that EVP, Chief Operating Officer (2022 to May 2025), and prior to that Chief Technology Officer (2018 to 2022) •Since 2004, has supported all major technology advancements, including the development of the first commercial Dexcom CGM system, and all subsequent generations of Dexcom biosensing solutions

Mr. Leach brings to our Board over 20 years of experience shaping the continuous glucose monitoring industry and listening to customers’ needs to drive innovation and enhance user experience. With this deep expertise, he’s led the glucose biosensing evolution at Dexcom, helping make metabolic health solutions accessible to millions of people.

Other Directorships - Current:
•SenesTech, Inc., a birth control solutions provider for managing rodent populations company, from 2020 to present

Key Experience and Qualifications:
•Deep expertise in glucose biosensing innovation •Extensive executive and operational leadership at Dexcom

Other Professional Experience and Community Involvement:
•Currently serves on the Board of Directors at AdvaMed •Executive Committee member for the San Diego Economic Development Corporation

Education:
•B.Sc. in Electrical Engineering with a minor in Biomedical Engineering, University of California, Los Angeles


Kyle Malady

Career Highlights:
•Executive Vice President and CEO of Verizon Business, overseeing services to 99% of the Fortune 500 in more than 120 countries, since 2023 •Executive Vice President of Global Networks and Technology and Chief Technology Officer at Verizon from 2018 to 2023, running America’s leading wireless network, the largest residential fiber broadband and vast global IP backbone •Head of Core Engineering and Operations within the Global Network and Technology organization at Verizon from 2012 to 2018, overseeing the launch of 5G •Vice President of New Product Development at Verizon from 2005 to 2012

Mr. Malady brings to our Board extensive knowledge of transformational technology development, new product launches, and strategic transactions, having built a career translating network innovation into commercial impact.




Key Experience and Qualifications:
•Executive leadership roles across Verizon •Deep technical expertise in network technology and infrastructure

Other Professional Experience and Community Involvement:
•Chairman of CTIA, the wireless industry’s trade organization, since August 2025 •Serves on the President’s National Security Telecommunications Advisory Council (NSTAC) •Manages Caelens Fund, a charity that raises money to provide free cardiac surgeries for children in developing countries

Education:
•B.S. in Mechanical Engineering, University of Bridgeport •MBA in Finance, NYU Stern School of Business







Board Member Since 2026

Member of the Compensation Committee

Member of the Technology Committee


Rick Osterloh

Career Highlights:
•Current Senior Vice President, Platform & Devices at Google since 2016, leading a unified group spanning Android, Google Play, Chrome, and Google’s Devices & Services portfolio (Pixel, Nest, Fitbit) •President of Motorola Mobility from 2014 to 2016 and SVP, Product Management & GM Premium Products, Motorola Mobility from 2012 to 2014 overseeing global product strategy and operations during Motorola’s transition under Google and subsequently Lenovo •VP, Product & Design at Skype from 2010 to 2012 •Earlier roles at Motorola, Amazon, and consulting experience at Kleiner Perkins Caufield & Byers and Deloitte

Mr. Osterloh is a seasoned technology executive with deep expertise in consumer hardware, platform strategy, and large-scale product operations, and brings to our Board expertise in innovation oversight, strategic transactions, and long-term strategic planning.




Key Experience and Qualifications:
•Executive leadership of complex, global product organizations •Consumer hardware and ecosystem strategy •Strategic transactions and integrations

Other Professional Experience and Community Involvement:
•Former Member of the Board of Directors of Lytro Inc., producing the first commercially available light-field cameras •Member of the Board of Directors of Positive Coaching Alliance from 2015 to 2021, a youth sports organization •Member of the Board of Directors of First Republic Bank from Q4 2022 - Q2 2023 and member of the Cybersecurity/Technology and Compensation Committees

Education:
•B.S. and M.S. in Industrial Engineering, Stanford University •M.B.A., Stanford University


Kevin Sayer

Career Highlights:
•Executive Chair of the Board since 2026, and Chairman of the Board since 2018 •CEO of Dexcom from 2015 to 2025, and a Dexcom executive since 2011 •Former CFO of Biosensors International Group, Ltd. •Former CFO of Specialty Laboratories, Inc. •Former CFO of MiniMed, Inc., and former VP and General Manager of Medtronic MiniMed after the acquisition of MiniMed by Medtronic

Mr. Sayer’s extensive executive experience operating companies in the diabetes and medical technology industry provides Dexcom with both operational and strategic industry-specific expertise to our Board.




Key Experience and Qualifications:
•Executive oversight of strategy and operations •Significant biosensing and diabetes industry experience




Education:
•Bachelor’s and Master’s degrees in Accounting and Information Systems, Brigham Young University •Certified Public Accountant (inactive)



What We Do and Have Done

•Amended our certificate of incorporation to declassify our Board •Implemented a proxy access bylaw provision •Enable our stockholders to amend our bylaws by majority vote •Apply a majority voting standard in uncontested director elections •All directors are independent except for our CEO and Executive Chairman •Enhance Board independence through regular meetings of independent directors and committees without the presence of management •Equip our Lead Independent Director with broad authority and key responsibilities •All members of our standing Board committees – the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and Technology Committee – are independent •Annual Board, standing committee, and individual director self-evaluations •Stockholders may recommend director nominees to the Nominating and Governance Committee •Established Board oversight of our corporate sustainability practices through our Nominating and Governance Committee •Charters of each committee of the Board clearly establish the committees’ respective roles and responsibilities •Maintain a compliance helpline available to all employees •Our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal accounting control or auditing matters •Adopted a Code of Conduct and Business Ethics (the “Code of Conduct”) that applies to all of our directors, officers and employees worldwide •Our internal audit function maintains critical oversight over the key areas of our business and financial processes and controls, and reports directly to our Audit Committee •We have adopted stock ownership guidelines for our non-employee directors and executive officers


What We Don’t Do

•No pledging or hedging of Company securities •No multi-voting or non-voting stock


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.


Our Board met seven times during fiscal 2025. Each director attended 75% or more of the aggregate total of the Board and committee meetings for the period for which he or she was a director or committee member, as applicable, for fiscal 2025. In addition, pursuant to our Governance Principles, we encourage all of our directors and nominees for director to attend our annual meeting of stockholders. All directors serving at that time attended our annual meeting of stockholders in 2025.						2025 Average Board Meeting Attendance: 97%


						Audit Committee

Current Members: Mark Foletta (Chair) Richard Collins Rimma Driscoll Renée Galá Independence: The members of our Audit Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Meetings: 8 meetings during fiscal 2025. Attendance: The average attendance for the current members of the Audit Committee in fiscal 2025 was 96%.						Responsibilities: Our Audit Committee is responsible for, among other things: •Overseeing our accounting and financial reporting processes and the audits of our financial statements; •Overseeing the periodic reviews of the adequacy of our accounting and financial reporting processes and systems of internal control that are conducted by our independent auditors, our internal audit department and our financial and senior management; •Reviewing and evaluating the independence, qualifications and performance of our independent auditors; •Reviewing with management our major financial risk exposures and the steps management has taken to monitor or mitigate such exposures; and •Facilitating communication among our independent auditors, our internal audit department, our financial and senior management and the Board. Audit Committee Qualifications Our Board has determined that Mr. Foletta qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. In addition, each member of our Audit Committee possesses the financial qualifications required of audit committee members set forth in applicable Nasdaq listing standards.


						Compensation Committee

Current Members: Bridgette Heller (Chair) Steven Altman Renée Galá Rick Osterloh Independence: The members of our Compensation Committee meet the independence requirements under Nasdaq and SEC rules and regulations. No member of the Compensation Committee has accepted directly or indirectly any consulting, advisory or other compensatory fee from Dexcom or any subsidiary thereof. Meetings: 6 meetings during fiscal 2025. Attendance: The average attendance for the current members of the Compensation Committee in fiscal 2025 was 100%.						Responsibilities: The Compensation Committee is responsible for, among other things, overseeing: •The review and approval, or recommendation to the Board for approval, of all forms of compensation (including, without limitation, equity, incentive and non-equity compensation, and perquisites) of our executive officers and directors; •Administration of our equity-based compensation plans; and •The production of an annual report on executive compensation for use in our proxy statement. In addition, the Compensation Committee evaluates the potential risks related to our compensation programs and periodically reviews the succession plans for senior management positions, concurrent with the authority of the Board with respect to succession planning. For a discussion of policies and procedures of the Compensation Committee, please see “Executive Compensation.” Compensation Committee Interlocks and Insider Participation None of the current members of our Compensation Committee, or any member that served during the fiscal year ended December 31, 2025, is or has been at any time an officer or employee of Dexcom. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.