DEXCOM INC (DXCM)
Sector: Health Care
2026 Annual Meeting Analysis
DEXCOM INC · Meeting: May 27, 2026
Directors FOR
5
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Altman has served since 2013 and the full 3-year underperformance period falls within his tenure; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points that exceeds the 20-point trigger threshold for companies with negative absolute returns, and the 5-year data (gap of -13.6pp vs the same peer group) does not clear the threshold to override the 3-year result.
Augustinos has served since 2009 and the full 3-year underperformance period falls squarely within his tenure; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points that exceeds the 20-point trigger threshold, and the 5-year gap of -13.6pp does not clear the threshold to downgrade the vote.
Collins has served since 2017 and the full 3-year underperformance period falls within his tenure; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points exceeding the 20-point trigger threshold, and the 5-year gap does not provide a mitigating override.
Foletta has served since 2014 and the full 3-year underperformance period falls within his tenure; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points exceeding the 20-point trigger threshold, and the 5-year data does not provide a mitigating override.
Heller has served since 2019 and the full 3-year underperformance period falls within her tenure; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points exceeding the 20-point trigger threshold, and the 5-year data does not provide a mitigating override.
Malady has served since 2020 and the 3-year underperformance period falls within his tenure; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points exceeding the 20-point trigger threshold, and the 5-year data does not provide a mitigating override.
Sayer has served as a director since 2007 and served as CEO for the majority of the underperformance period; Dexcom's stock lost 46.5% over three years while the disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points that significantly exceeds the 20-point trigger threshold for companies with negative absolute returns, and the 5-year gap of -13.6pp does not clear the threshold to override the 3-year result; as an executive director he is subject to the same TSR trigger as all other directors.
For Analysis
Dr. Ashley joined the board in October 2025, which is within the 24-month exemption period for new directors, so the TSR underperformance trigger does not apply; he brings relevant medical and biotechnology expertise as Chair of the Stanford Department of Medicine.
Driscoll joined the board in 2023, which is within the 24-month exemption period for new directors under the policy, so the TSR underperformance trigger does not apply; she brings relevant global healthcare and business development experience.
Galá joined the board in March 2025, which is within the 24-month exemption period for new directors, so the TSR underperformance trigger does not apply; she brings substantial financial and pharmaceutical executive leadership experience as current CEO of Jazz Pharmaceuticals.
Leach was appointed to the board effective January 1, 2026, which is within the 24-month exemption for new directors, so the TSR underperformance trigger does not apply in his capacity as a director; his extensive 20-year operational history at Dexcom and role as the incoming CEO provide clear relevant qualifications.
Osterloh was appointed to the board in February 2026, which is within the 24-month exemption period for new directors, so the TSR underperformance trigger does not apply; he brings relevant consumer technology and product leadership experience from Google.
Of the 12 director nominees, 7 are voted AGAINST on TSR underperformance grounds (Altman, Augustinos, Collins, Foletta, Heller, Malady, and Sayer, all with board tenure predating or fully covering the 3-year underperformance window); 5 directors (Ashley, Driscoll, Galá, Leach, and Osterloh) are within the 24-month new-director exemption and receive FOR votes. Dexcom's 3-year stock return of -46.5% trails its company-disclosed compensation peer group median of -8.7% by 37.8 percentage points, well above the 20-point threshold applicable when absolute returns are negative, and the 5-year relative gap of -13.6pp does not clear the override threshold.
Say on Pay
✓ FORCEO
Jacob Leach
Total Comp
$7,985,960
Prior Support
90%%
CEO Jacob Leach's total reported compensation for fiscal 2025 was approximately $7.99 million, reflecting his role as President and COO for most of the year before formally becoming CEO on January 1, 2026 — this pay level is consistent with a large-cap medical device executive in a transitional promotion year and does not appear materially above benchmark for a senior operating executive at a $24 billion company. The compensation program is well structured for pay-for-performance alignment: the majority of pay is variable (equity awards and performance bonuses), performance stock awards use a one-year revenue metric plus a three-year relative shareholder return metric against the Nasdaq Composite Index, the company received approximately 90% support on the prior year's say-on-pay vote indicating strong shareholder endorsement, and a meaningful clawback policy was adopted in 2023 in compliance with Dodd-Frank requirements. While Dexcom's stock has underperformed peers over three years, the variable pay structure is designed to deliver lower realizable value during periods of underperformance, which is the appropriate alignment mechanism, and no individual executive compensation triggers a policy-level concern at this pay level.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$2,954,495
Non-Audit Fees
$0
Deloitte was only appointed in March 2025 (its first audit year was fiscal 2025), so auditor tenure is approximately one year and well below the 25-year concern threshold; non-audit fees paid to Deloitte in fiscal 2025 were zero, giving a non-audit fee ratio of 0% against audit fees of $2,954,495, which is well within the 50% threshold; Deloitte is a Big 4 firm appropriate for a $24 billion market-cap company, and no material restatements were disclosed.
Overall Assessment
The 2026 Dexcom annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The dominant issue on the ballot is a significant TSR underperformance trigger — Dexcom's stock has lost 46.5% over three years while its company-disclosed peer group median fell only 8.7%, a gap of 37.8 percentage points that exceeds the policy threshold, resulting in AGAINST votes for seven of the twelve director nominees (those whose tenure fully covers the underperformance period); the five newest directors receive FOR votes under the 24-month new-director exemption, and both the auditor ratification and say-on-pay proposals pass all policy screens and receive FOR votes.
Compensation Peer Group
35 companies disclosed in 2026 proxy filing