DexCom, Inc. empowers people to ~~be held at DexCom’s offices located at 6310 Sequence Drive,~~take control of diabetes through innovative continuous glucose monitoring ("CGM") systems. Headquartered in San Diego, California, ~~92121, on May 19, 2016, at 2:00 p.m. local time.~~

~~The matters expected~~Dexcom has emerged as a leader of diabetes care technology. By listening to ~~be acted upon at~~ the ~~meeting are described in detail in~~needs of users, caregivers, and providers, Dexcom simplifies and improves diabetes management around the ~~following Notice of Annual Meeting of Stockholders and Proxy Statement.~~

We are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. The notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the annual meeting.

~~We look forward to seeing you at the meeting.~~

world.

Stockholders of DexCom, Inc., a Delaware corporation. The meeting will be held on May 19, 2016 at 2:00 p.m. local time at our offices located at 6310 Sequence Drive, San Diego, California 92121, for the following purposes:

~~1. To elect three Class II directors to hold office until our 2019 Annual Meeting of Stockholders. DexCom’s Board of Directors has nominated the following persons for election as Class II directors:~~

~~Steven R. Altman~~

~~Barbara E. Kahn~~

~~Jay S. Skyler~~

~~2. To ratify the selection by the audit committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.~~

~~3. To hold a non-binding vote on an advisory resolution to approve executive compensation.~~

~~4. To conduct~~may also transact any other business properly brought before the ~~meeting.~~

~~These items~~2023 Annual Meeting of ~~business~~Stockholders.

As of the date of mailing of this Proxy Statement, the Board consists of ~~Directors~~eleven members. The Board was divided into three classes, each of ~~DexCom, Inc.,~~which has a ~~Delaware corporation, in connection with~~three-year term. On May 21, 2021, we filed our Restated Certificate of Incorporation to declassify the ~~2016~~Board over a three-year period beginning at our 2022 Annual Meeting of Stockholders ~~which is being held~~(the "2022 Annual Meeting"). Commencing with the 2022 Annual Meeting, each class of directors whose term shall expire shall be elected to hold office for a term expiring the next annual meeting of stockholders or until such director’s earlier death, resignation or removal.

Seven directors are to be elected at ~~2:00 p.m. local time on May 19, 2016~~this Annual Meeting, comprised of our former Class II directors and our Class III directors, to serve until our 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The terms of each of the directors will expire at our ~~offices located at 6310 Sequence Drive, San Diego, California 92121. The Notice~~2024 Annual Meeting of ~~Internet Availability~~Stockholders.

Each of ~~Proxy Materials (“Notice”)~~Messrs. Altman, Collins, Foletta, and ~~proxy statement~~Malady, Dr. Topol, and ~~form of proxy are being distributed~~Ms. Dahut and ~~made available on~~Kahn, and have agreed to continue to serve as directors if elected, and we have no reason to believe that the Internet on or about April 6, 2016. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement. The proxy materials include our proxy statement for the annual meeting, an annual report to stockholders, including our Annual Report on Form 10-K for the year ended December 31, 2015, and the proxy card or a voting instruction card for the annual meeting.

~~Voting Rights~~

~~Only stockholders of record of DexCom, Inc. (“DexCom” or the “Company”) common stock on March 30, 2016, the record date,~~nominees will be ~~entitled~~unable to ~~vote at~~serve. The following table shows the ~~annual meeting. Each holder~~composition of ~~record will be entitled to one vote on~~our Board, each ~~matter for each share~~director's position, age, duration of ~~common stock held on the record date. On the record date, there were 83,395,601 shares of common stock outstanding.~~

~~The holders of a majority~~service and election year as of the outstanding shares of common stock entitled to vote at the annual meeting must be present or represented by proxy at the annual meeting in order to have a quorum. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the annual meeting. A broker non-vote occurs when a bank, broker or other holder of record holding shares for a beneficial owner submits a proxy for the annual meeting but does not vote on a particular proposal, except for Proposal No. 2, because that holder does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. If the persons present or represented by proxy at the annual meeting constitute the holders of less than a majoritydate of the outstanding shares of common stock entitled to vote at the annual meeting, the annual meeting may be adjourned by the chairperson of the annual meeting to a subsequent date for the purpose of obtaining a quorum.

~~In an election of directors, our Bylaws and our Corporate Governance Principles require that directors~~Annual Meeting.

In accordance with our Governance Principles, each of the nominees have provided an irrevocable resignation that will be effective ~~upon such person’s failure to~~if the nominee does not receive the required vote at the next annual meeting at which they face re-election. Following an uncontested election in which any nominee who does not receive a majority of votes cast “For” his or her election, the Board is required to decide whether to accept such resignation, and it will disclose its decision-making process. In contested elections, the required vote would be a plurality of votes cast. Full details of this policy are set forth in our Corporate Governance Principles, which is available at~~http://investor.shareholder.com/dexcom/governance.cfm~~.

The other proposals require the approval of a majority of shares present and entitled to vote on the matter either in person or by proxy. Abstentions and broker non-votes will not be counted for any purpose in determining whether these proposals have been approved.

On each matter to be voted upon, stockholders of record have one vote for each share of common stock owned by them as of the close of business on March 30, 2016, the record date for the annual meeting. Stockholders may not cumulate votes in the election of directors.

~~Admission to Meeting~~

You are entitled to attend the annual meeting if you were a stockholder of record or a beneficial owner of our common stock as of March 30, 2016, the record date, or you hold a valid legal proxy for the annual meeting. If you are a stockholder of record, you may be asked to present valid picture identification, such as a driver’s license or passport, for admission to the annual meeting.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

~~Recommendations of the Board of Directors~~

~~DexCom’s Board of Directors recommends that you vote:~~

~~FOR each of the nominees of the Board of Directors (Proposal No. 1);~~

~~FOR the ratification of the appointment of Ernst & Young LLP as DexCom’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal No. 2); and~~

~~FOR the non-binding advisory resolution to approve executive compensation (Proposal No. 3).~~

~~Voting via the Internet, by Telephone or by Mail~~

Holders of shares of DexCom common stock whose shares are registered in their own name with DexCom’s transfer agent, American Stock Transfer & Trust Company, are record holders. As an alternative to voting in person at the annual meeting, record holders may vote via the Internet, by telephone or, for those stockholders who receive a paper proxy card in the mail, by mailing a completed proxy card.

For those record holders who receive a paper proxy card, instructions for voting via the Internet, telephone or by mail are set forth on the proxy card. If you are a stockholder who elects to vote by mail, you should sign and mail the proxy card in the addressed, postage paid envelope that was enclosed with the proxy materials, and your shares will be voted at the annual meeting in the manner you direct. In the event that you return a signed proxy card on which no directions are specified, your shares will be voted~~FOReach of the nominees of the Board of Directors (Proposal No. 1),~~~~FOR~~ ~~the ratification of the appointment of Ernst & Young LLP as DexCom’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal No. 2) and~~~~FOR~~ the non-binding advisory resolution to approve executive compensation (Proposal No. 3), and in the discretion of the proxy holders as to any other matters that may properly come before the annual meeting or any postponement or adjournment of the annual meeting.

DexCom stockholders whose shares are not registered in their own name with American Stock Transfer & Trust, are beneficial holders of shares held in street name. Such shares may be held in an account at a bank or at a

brokerage firm (your record holder). As the beneficial holder, you have the right to direct your record holder on how to vote your shares, and you will receive instructions from your record holder that must be followed in order for your record holder to vote your shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or by telephone. If Internet or telephone voting is unavailable from your record holder, simply complete and mail the voting instruction card provided to you by your record holder to ensure that your vote is counted. If your shares are held beneficially in street name and you have not given your record holder voting instructions, your record holder will not be able to vote your shares with respect to any matter other than ratification of the appointment of DexCom’s independent registered public accounting firm. Shares held beneficially in street name may be voted by you in person at the annual meeting only if you obtain a legal proxy from your record holder giving you the right to vote such shares in person at the annual meeting.

For those stockholders who receive a Notice (described under “Internet Availability of Proxy Materials” below), the Notice provides information on how to access your proxy on the Internet, which contains instructions on how to vote via the Internet or by telephone. If you received a Notice, you can request a printed copy of your proxy materials by following the instructions contained in the Notice.

~~Revocation of Proxies~~

You may revoke or change a previously delivered proxy at any time before the annual meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to DexCom’s Secretary at DexCom’s principal executive offices before the beginning of the annual meeting. You may also revoke your proxy by attending the annual meeting and voting in person, although attendance at the annual meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the annual meeting if you obtain a legal proxy as described under “Admission to Meeting” above.

~~Results of~~ Annual Meeting

Preliminary voting results will be announced at the annual meeting. Final voting results will be published in a current report on Form 8-K no later than four business days after the date the annual meeting ends.

~~INTERNET AVAILABILITY OF PROXY MATERIALS~~

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources.

~~PROPOSAL 1~~

~~ELECTION OF DIRECTORS~~

As of the date of mailing of this Proxy Statement, our Board of Directors (the “Board of Directors” or “Board”) consists of nine members and is divided into three classes, each of which has a three-year term. Class I currently consists of Terrance H. Gregg, Kevin Sayer and Nicholas Augustinos, Class II currently consists of Steven R. Altman, Barbara E. Kahn and Jay S. Skyler, and Class III currently consists of Mark Foletta, Jonathan T. Lord and Eric J. Topol. Three Class II directors are to be elected at this annual meeting to serve until our 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their death, resignation or removal. The terms of the directors in Classes III and I expire at our 2017 and 2018 Annual Meetings of Stockholders, respectively.

The nominees for Class II directors are Steven R. Altman, Barbara E. Kahn and Jay S. Skyler, each of whom is a current director. Mr. Altman has served on the Board since November 2013, Dr. Kahn has served since April 2011 and Dr. Skyler has served since September 2002. Each of Mr. Altman and Drs. Kahn and Skyler has agreed to continue to serve as directors if elected, and we have no reason to believe that the nominees will be unable to serve.

Directors are elected by a majority of votes cast in an uncontested election. A majority of the votes cast means that the number of votes cast “For” a director nominee must exceed the number of votes cast “Against” that nominee. In contested elections (an election in which the number of nominees for election as director is greater than the number of directors to be elected) the vote standard would be a plurality of the votes cast.

~~In accordance with our Corporate Governance Principles (available on our website at~~~~http://investor.shareholder.com/dexcom/governance.cfm~~), the Board will nominate for election only candidates who agree, if elected, to tender, promptly following such person’s election or re-election, an irrevocable resignation that will be effective upon (i) such person’s failure to receive the required vote at the next annual meeting at which they face re-election, and ~~(ii)~~ the Board’s acceptance of such ~~resignation, at which point, any unvested portion~~resignation.

We believe our Board nominees bring a variety of backgrounds, qualifications, skills and experiences that contribute to a ~~director whose resignation becomes effective shall become fully vested. In addition, the~~well-rounded Board ~~will fill director vacancies~~uniquely positioned to effectively guide our strategy and new directorships only with candidates who agree to tender the same form of resignation promptly following their appointment to the Board. Each of Mr. Altman and Drs. Kahn and Skyler has provided an irrevocable resignation.

If an incumbent director fails to receive the required vote for election, then, within 90 days following certification of the stockholder vote, the Board will disclose its decision-making process and decision regarding whether to accept the director’s resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the SEC. Any director who tenders his or her resignation pursuant to this provision ofoversee our ~~Corporate Governance Principles may not participate in the Board action regarding whether to accept the resignation offer.~~

~~Recommendation of the Board~~

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

operations. The following is biographical information as of March ~~30, 2016~~29, 2023 for the director nominees ~~for Class II directors~~ and each person whose term of office as a Class I ~~or III~~ director will continue after the ~~annual meeting.~~

date of the Annual Meeting. Please note that one of our current directors, Jay Skyler, M.D., has not been renominated for election and will no longer serve on the Board following the date of the Annual Meeting.

Our Board has adopted our Governance Principles to describe the corporate governance practices and policies that serve the best interests of Dexcom and its ~~Committees~~

stockholders. The Board intends that these Governance Principles serve as a flexible framework for the governance of Dexcom. The Governance Principles should be interpreted in the context of all applicable laws, Dexcom’s charter documents and other governing legal documents.

Our Commitment to good corporate governance practices and accountability to stockholders is described below:

The Governance Principles provide that our Board is free to choose its Chairperson in any way that it considers in the best interests of our company, and that the Nominating and Governance Committee will periodically consider the leadership structure of our Board and make recommendations related to the same to the Board. Our Governance Principles also provide that, if the Chairperson is also the CEO or if the Chairperson is a former employee, the independent directors will designate a “lead independent director.”

Our Board believes that our stockholders and Dexcom currently are best served by having Kevin R. Sayer, our CEO, also serve as Chairperson of the Board, and Mark G. Foletta serve as lead independent director. Our Board believes that the current Board leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing the Board and management to benefit from Mr. Sayer’s extensive executive leadership and operational experience, including familiarity with our business. Our independent directors bring experience, oversight and expertise from outside of our company, while our Chairperson and CEO brings company and industry specific experience and expertise.

Our Board believes that this governance structure provides strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. Our Board believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of the Board and sound corporate governance policies and practices.

Under ~~NASDAQ~~The Nasdaq Stock Market LLC (“Nasdaq”) listing standards, a majority of the members of a listed company’s Board ~~of Directors~~ must qualify as “independent,” as affirmatively determined by the ~~board.~~Board. Our Board ~~of Directors~~ consults with our legal counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in applicable ~~NASDAQ~~Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public

In making its independence determinations, the Board reviewed transactions and relationships ~~with the~~between or among us or one of our subsidiaries or affiliates, and each director, or any member of his or her immediate family, ~~us or one of our subsidiaries or affiliates,~~ and our independent registered public accounting firm based on information provided by the ~~director,~~directors, our records and publicly available information.

Specifically, the Board considered the following types of relationships and transactions: (i) principal employment of and other public company directorships held by each non-employee director; (ii) contracts or arrangements that are ongoing or which existed during any of the past ~~three~~3 fiscal years between us and/or our subsidiaries or affiliates and any entity for which the non-employee director, or his or her immediate family member, is an executive officer or greater-than-10% stockholder; and (iii) contracts or arrangements that are ongoing or which existed during any of the past ~~three~~3 fiscal years between us and/or our subsidiaries or affiliates and any other public company for which the non-employee director serves as a director.

As required under applicable ~~NASDAQ~~Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the ~~committees~~Committees of our Board ~~of Directors~~ are comprised entirely of directors determined by the Board to be independent within the meaning of applicable ~~NASDAQ~~Nasdaq listing standards and as required by ~~SEC rules and regulations.~~

~~Board Leadership Structure~~

~~Our Corporate Governance Guidelines provide that our Board of Directors shall be free to choose its chairman in any way that it considers in~~ the best interests of our company, and that the nominating and governance committee shall periodically consider the leadership structure of our Board of Directors and make such recommendations related thereto to the Board of Directors with respect thereto as the nominating and governance committee deems appropriate. Our Corporate Governance Principles also provide that, when the positions of chairman and chief executive officer are held by the same person, the independent directors shall designate a “lead independent director.” In cases in which the chairman and chief executive officer are the same person, the chairman schedules and sets the agenda for meetings of the Board of Directors, and the chairman, or if the chairman is not present, the lead independent director, chairs such meetings. The responsibilities of the chairman or, if the chairman and the chief executive officer are the same person, the lead independent director include: presiding at executive sessions; serving as a liaison between the chairman and the independent directors and being available, under appropriate circumstances, for consultation and direct communication with stockholders.

Our Board of Directors believes that our stockholders and DexCom currently are best served by having Kevin Sayer, our CEO, serve as a member of the board, Terry Gregg, our former CEO and executive chairman, serve as Executive Chairman of the Board, and Mark Foletta serve as lead independent director. Our Board of Directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board and

management to benefit from Mr. Sayer’s and Mr. Gregg’s extensive executive leadership and operational experience, including familiarity with our business. In addition, separation of the office of Chairman allows Mr. Sayer to focus on his duties as Chief Executive Officer. Our independent directors bring experience, oversight and expertise from outside of our company, while our CEO and Executive Chairman bring company-specific experience and expertise. Our Board of Directors believes that this governance structure provides strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. Our Board of Directors believes that its independence and oversight of management is maintained effectively through this leadership structure, the composition of the Board of Directors and sound corporate governance policies and practices.

~~Board of Directors’ Role in Risk Oversight~~

Management continually monitors the material risks we face, including financial risk, strategic risk, operational risk and legal and compliance risk. The Board of Directors is responsible for exercising oversight of management’s identification and management of, and planning for, those risks. In fulfilling this oversight role, our Board of Directors focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management process and overall risk management system. Our Board of Directors performs these functions in a number of ways, including the following:

at its regularly scheduled meetings, the Board of Directors receives management updates on our business operations, financial results, committee activities, and strategy and discusses risks related to the business;

the audit committee assists the Board of Directors in its oversight of risk management by discussing with management our guidelines and policies regarding financial and enterprise risk management, including major risk exposures, and the steps management has taken to monitor and mitigate such exposures;

the nominating and governance committee assists the Board of Directors in its oversight of DexCom’s legal compliance policies, including its Insider Trading Policy, compliance risk exposures and the steps management has taken to monitor or mitigate such exposures;

~~the compensation committee assists the Board of Directors by evaluating potential risks related to our compensation programs;~~

through management updates and committee reports, the Board monitors our risk management activities, including the enterprise risk management process, risks relating to our compensation programs, and financial and operational risks; and

~~a substantial portion of our compensation paid to employees is time-based equity that is oriented to performance as its value derives from our stock price.~~

~~Information Regarding the Board of Directors and its Committees~~

Our Board of Directors has an audit committee, a compensation committee and a nominating and governance committee. The following is membership and meeting information for each of these committees during the fiscal year ended December 31, 2015, as well as a description of each committee and its functions.

Name
   Audit
Committee Compensation
Committee Nominating
and Governance
Committee
Terrance H. Gregg

Kevin Sayer

Steven R. Altman
   X    X
Nicholas Augustinos
   X    X
Mark Foletta
   X * X
Barbara E. Kahn
   X
Jonathan T. Lord, M.D.
   X    X
Jay S. Skyler, M.D.
   X    X *
Eric Topol, M.D.
   X * X
Total meetings (including actions by unanimous written consent) in fiscal year 2015
   8    8    5

*	~~Committee Chairperson.~~

~~Audit Committee~~

~~The audit committee operates pursuant to a written charter that is available at~~ ~~http://investor.shareholder.com/dexcom/governance.cfm~~. The audit committee reviews and evaluates our financial statements, accounting practices and our internal accounting procedures, selects and engages our independent registered public accounting firm and reviews the results and scope of the audit and other services provided by our independent registered public accounting firm.

~~Audit Committee Financial Experts.~~ ~~Our Board has determined that both Mr. Foletta and Dr. Lord qualify as an “audit committee financial expert,” as defined in applicable~~ Securities and Exchange Commission (“SEC”) ~~rules. In addition, each member of our audit committee possesses the financial qualifications required of audit committee members set forth in the~~ rules and regulations of the NASDAQ Global Select Market. The Board made a qualitative assessment of the committee members’ level of knowledge and experience based on a number of factors, including formal education and experience.

~~Compensation Committee~~

~~The compensation committee operates pursuant to a written charter that is available at~~ ~~http://investor.stockholder.com/dexcom/governance.cfm~~. The compensation committee reviews and determines the compensation and benefits of our executive officers, reviews and recommends to our Board the compensation for our non-employee directors, reviews annually and recommends to our Board cash-based and equity-based incentive compensation under our equity compensation and employee benefits plans and reviews our general policies relating to compensation and benefits. See “Executive Compensation—Compensation Discussion and Analysis” later in this Proxy Statement for information concerning the committee’s role, processes and activities in overseeing executive compensation. In addition, the compensation committee evaluates the potential risks related to our compensation programs.

Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). No member of the compensation committee has accepted directly or indirectly any consulting, advisory or other compensatory fee from DexCom or any subsidiary thereof.

~~Compensation Committee Policies and Procedures.~~ The compensation committee annually reviews and evaluates base salary and bonuses for all executive officers, and in conducting such reviews, places significant consideration upon the recommendations by the CEO, along with the rationale for such recommendations, with the exception of the compensation review of the CEO himself. The compensation committee reviews management’s recommendations for compensation and benefits for executive officers. The compensation committee reviews and determines the amount and composition of executive compensation to be paid to the executive officers, including the Executive Chairman and CEO. Neither the Executive Chairman nor the CEO participates in the compensation committee’s review or decision as to their respective compensation packages. In establishing individual compensation levels, the compensation committee considers our overall strategic objectives and performance, our stock performance, peer group comparisons and individual performance. No formula is used to determine an executive officer’s base salary. Our overall performance and the achievement of financial and business objectives are considered.

~~Management’s Role in the Compensation-Setting Process.~~Management, including our named executive officers, plays some role in the compensation-setting process. The most significant aspects of management’s role are evaluating employee performance, assisting in establishing performance targets and objectives, and recommending salary levels and equity awards. The CEO works with the compensation committee in establishing the agenda for compensation committee meetings. Management also prepares meeting information for each compensation committee meeting.

~~Use of Compensation Consultants~~. The compensation committee has in the past engaged Compensia, Inc. to conduct a review and analysis of how our compensation practices compare with our peer group of companies, including during 2013, 2014 and 2015. During 2015, the compensation committee reviewed the fees provided to the compensation consultant relative to its revenue, the services provided by the compensation consultant to the compensation committee, the relationships between the compensation consultant and its consultants and our executive officers, and other factors relating to the compensation consultant’s independence, and concluded that it is independent within the meaning of the listing standards of NASDAQ and that its engagement did not present any conflict of interest.

~~Nominating and Governance Committee~~

~~The nominating and governance committee operates pursuant to a written charter that is available at~~ ~~http://investor.shareholder.com/dexcom/governance.cfm~~. The nominating and governance committee makes recommendations to our Board of Directors concerning candidates for election to our Board of Directors and oversees our compliance activities and other corporate governance matters.

The nominating and governance committee considers director nominees recommended by sitting directors, officers, employees, stockholders and others using the same criteria to evaluate all candidates. The nominating and governance committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the nominating and governance committee recommends the candidate for consideration by the full Board. The nominating and governance committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees, but has not done so to date.

regulations.

In evaluating potential candidates to ~~our stockholders, technology leadership in diabetes care, effective execution, high customer satisfaction~~the Board, the Nominating and ~~superior employee working environment. The nominating and governance committee~~Governance Committee may ~~from time to time review the appropriate skills and characteristics required of Board members, including~~also consider such factors ~~as personal~~as:

The Nominating and governance committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertise to oversee our business effectively. Board members are expected to prepare for, attend and participate in meetings of the Board and committees on which they serve, and are strongly encouraged to attend our annual meetings of stockholders.

~~The nominating and governance committee~~Governance Committee will consider director candidates recommended by stockholders. The ~~nominating~~Nominating and ~~governance committee~~Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the ~~nominating~~Nominating and ~~governance committee~~Governance Committee to become nominees for election to the Board at an ~~annual meeting~~Annual Meeting of ~~stockholders~~Stockholders must do so in accordance with the procedures set forth in the section called “Stockholder Proposals for Annual Meeting” ~~on page 44~~.

Each submission must set forth: the name and address of the stockholder on whose behalf the submission is made; the number of our shares that are owned beneficially by such stockholder as of the date of the submission; a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing; a representation that the stockholder is a holder of record of our stock and entitled to vote at such meeting and intends to appear personally or by proxy at the meeting to propose such nomination; a representation whether either such stockholder intends to deliver a Proxy Statement and form of proxy to holders of a sufficient number of holders of our voting shares to elect such nominee; the full name of the proposed candidate; a description of the proposed candidate’s business experience for at least the previous five years; complete biographical information for the proposed candidate; and a description of the proposed candidate’s qualifications as a director. ~~To date,~~

Under our Bylaws, eligible stockholders may also nominate persons for our Board for inclusion in our Proxy Statement. This is commonly known as “proxy access.” A stockholder, or a group of up to 20 stockholders, ~~holding more than five~~owning at least three percent of our ~~voting stock.~~

~~Meetings~~outstanding common stock continuously for at least three years, may nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or twenty percent of the Board, subject to certain limitations and provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws. Stockholders who intend to solicit proxies in reliance on the SEC's universal proxy rule for director nominees submitted under the advance notice requirements under our Bylaws must comply with the additional information requirements of ~~Directors and~~Rule 14a-19(b).

The Board and each Committee ~~Member Attendance~~

~~Our Board~~conduct a self-evaluation of ~~Directors met (including actions~~their performance, composition, leadership structure, and governance at least annually. The evaluation format and process is supervised by ~~unanimous written consent) eight times during~~ the ~~last fiscal year. Each Board member attended 75% or more~~Nominating and Governance Committee. The evaluation is typically conducted as an interview with a third-party advisor. A summary of the ~~aggregate of the meetings of~~results is presented to the Board on a “no-names” basis identifying any themes or issues that have emerged. The Board considers the results and ofways in which Board processes and effectiveness may be enhanced. Based upon the ~~committees~~assessment results, the Board agrees on ~~which he or she served, held during~~improvement goals and tracks its progress against those goals over time. The Board has, and in the ~~period for which he or she was~~future may, engaged and paid fees to a third-party advisor to assist in performing the Board evaluation. Generally, Dexcom’s legal advisors assist with the Board evaluation on an annual basis.

We have adopted a Code of Conduct and Business Ethics for Employees and Directors (“Code of Conduct”) that ~~applies to~~is an essential resource for all of our officers, directors and employees. ~~We have also adopted~~It outlines our values on a number of issues affecting our business, sets requirements for business conduct, and serves as the basis for our compliance program. Our Nominating and Governance Committee is responsible for reviewing and assess on at least an ~~additional written code~~annual basis the adequacy of ~~ethics,~~ the Code of Conduct, and ~~Ethics for Chief Executive Officer and Senior Finance Department Personnel, which applies~~may recommend that the Board establish special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise.

We encourage employees to keep open lines of communication with their supervisor and/or department management. Our Compliance Intranet website provides additional information, including a global directory of compliance personnel; links to our ~~principal executive officer, principal financial officer, principal accounting officer, controller~~Compliance Helpline; current policies, procedures, and ~~other employees of~~resources; and training materials. TheCompliance Helpline ishosted by a third-party helpline provider. Reports through the ~~finance department designated by our Chief Financial Officer (“CFO”). These codes are available at~~ ~~http://investor.shareholder.com/dexcom/governance.cfm~~. Helpline may remain anonymous.

If we make any material substantive amendments to ~~the codes~~our Code of Conduct or grant any waiver from a provision the Code of ~~the codes~~Conduct to any executive officer or director, we ~~will~~intend, to the extent required by Nasdaq listing standards or applicable law, to promptly disclose the nature of the amendment or waiver on our website ~~as well as via any~~or a Current Report on Form 8-K.

Our Insider Trading Policy, among other ~~means then required by NASDAQ listing standards or applicable law.~~

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 ~~key practices and procedures~~non-employee members of our Board from engaging in acquiring, selling, or trading in any interest or position relating to the future price of Dexcom securities, such as a put option, a call option or a short sale (including a short sale “against the box”).

We do not allow employees to hedge our equity securities pursuant to this policy; however, non-employee directors may participate in exchange funds if the following conditions are met: (1) the director obtains the approval of the Board ~~are outlined in the Corporate Governance Principles available on our website at~~~~http://investor.shareholder.com/dexcom/governance.cfm~~.

~~Stockholder Communications with~~and General Counsel, (2) the Board and General Counsel determine that the director is not in possession of ~~Directors~~

material non-public information, (3) if the director has a pre-existing 10b-5 plan, the contribution to the exchange fund shall be deemed an amendment to the 10b-5 plan and will be subject to certain restrictions in our existing 10b-5 guideline policy (unless waived by the Board), and (4) the director makes an irrevocable contribution of the Dexcom shares to the exchange fund for so long as the director remains an affiliate of Dexcom.

In addition to our regular stockholder engagement efforts, we held discussions with many of our largest stockholders during scheduled events, including several investor conferences hosted throughout the year.

Should stockholders wish to communicate with the Board, such correspondences should be sent to the attention of the Secretary, at 6340 Sequence Drive, San Diego, California 92121. Our Secretary will forward the communication to the Board. We do not have a formal process by which stockholders may communicate directly with members of our Board of Directors. We believe that an informal process, in which any communication sent to the Board ~~of Directors~~ in care of the Secretary is generally to be forwarded to the Board, ~~of Directors,~~ serves the needs of the Board and our stockholders.

The following is a chart showing membership and meeting information for each of these Committees during the fiscal year ended December 31, 2022, as well as a description of each Committee and its functions.

Dexcom acquires, processes and maintains sensitive information such as Protected Health information and Personally Identifiable Information in the course of fulfilling its missions to improve the health of our customers. Dexcom’s leadership is committed to protecting customer information and has established cybersecurity and privacy programs to maintain the confidentiality, integrity, availability, and privacy of protected information and ensure compliance with relevant security/privacy regulations, contractual requirements, and industry standard frameworks.

Our cybersecurity and privacy programs include review and assessment by external, independent third parties, who certify and report on our weaknesses and internal response preparedness. Dexcom's Information Security Management System (ISMS) is certified as being in conformity with ISO/IEC 27001 by SRI Quality System Registrar. s.

Dexcom maintains cybersecurity and privacy policies and procedures in accordance with industry standard control frameworks and applicable regulations, laws, and standards. All corporate cybersecurity and privacy policies are reviewed and approved by senior leadership at least annually.

Dexcom’s security and privacy controls are based on the regulatory requirements to which we are subject to and are monitored and tested both internally and externally by third parties at least annually. These controls include regular system updates and patches, employee training on cybersecurity and privacy requirements, incident reporting, and the use of encryption to secure sensitive information. In addition, we also regularly perform phishing tests of our employees and update our training plan at least annually. Dexcom maintains business continuity and disaster recovery capabilities to mitigate interruptions to critical information systems and/or the loss of data and services from the effects of natural or man-made disasters to Dexcom locations.

We provide annual privacy and security training for all employees. Our security training incorporates awareness of cyber threats (including malware, ransomware and social engineering attacks), password hygiene, incident reporting process, as well as physical security best practices. Privacy training addresses the data protection and privacy responsibilities which apply to Dexcom, including HIPAA, the European Union’s General Data Protection Regulation, and the California Consumer Privacy Act, among others.

We carry insurance to provide protection against the potential losses arising from a cybersecurity or privacy incident. In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from security incidents were immaterial. This includes penalties and settlements, of which there were none. Security breach incidences were immaterial.

Dexcom achieves oversight of its cybersecurity and privacy programs via a corporate governance structure including a Cybersecurity and Privacy Committee, the Technology Committee of the Board of Directors, and the Board of Directors.

Our objective is to remain a leading provider of CGM systems and related products to enable people with diabetes to more effectively and conveniently manage their condition. We are also developing and commercializing products that integrate our CGM technologies into the insulin delivery systems or data platforms of our respective partners. In addition, we continue to pursue development partnerships with other insulin delivery companies, including automated insulin delivery systems, as well as other players in the disease management sector. The Board actively oversees our business strategies as we pursue these objectives.

The Board is regularly engaged with management on the Company’s strategy.

Given the importance of ESG to the long-term success of our business, our Board and its committees play a critical role in overseeing ESG matters.

In 2022, we conducted an ESG priority assessment, to guide our overall ESG strategy. The ESG Priority Assessment was designed to identify the ESG topics with the greatest impact on our business strategy, operations and value creation.

Under our A&R 2015 ~~Equity Incentive Plan, or~~ EIP our Board has discretion to determine the value and number of equity awards granted to non-employee directors from time to time, subject to an annual ~~limit. For 2015, each~~limit of 120,000 shares (reflecting our four-for-one forward stock split in June 2022).

In lieu of a cash retainer, our non-employee directors ~~received an annual grant~~receive value-based award of time-based restricted stock units ~~with a fair value equivalent~~(“RSUs”).

The compensation program for our non-employee directors is as follows:

The number of RSUs granted to ~~$300,000~~our directors is based on the ~~15-day~~value-based equity award per the table above and the average ~~fair market value~~closing price of Dexcom common stock for the 15-trading day period prior to the grant date (and for grants after December 2022, the average closing price of Dexcom common stock for the 30 trading day period ending on the 5th business day prior to the grant ~~which amount is pro-rated for a non-employee director that has served less than 12 months as of the date of grant. Each restricted stock unit grant~~date). Initial equity grants to our non-employee directors ~~vests~~vest over three years in ~~one~~equal annual ~~installment 12 months after the date of grant.~~installments. 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 annual meeting of stockholders. ~~In 2015 we eliminated~~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 ~~initial grants to new directors previously granted under the 2005 EIP and instituted an~~next annual ~~restricted stock unit grant with a fair value equivalent to $300,000 to each director.~~meeting of stockholders. Vesting of outstanding equity awards held by non-employee directors is accelerated in full upon a change ofin control of ~~DexCom.~~

~~In addition, each member~~Dexcom.

All of our directors are reimbursed for their reasonable expenses in attending Board and Committee meetings.

During fiscal 2022, we have not paid or reimbursed any expenses of our non-employee directors, except for reasonable expenses for attending Board and Committee meetings. In addition, other than annual retainers issued in the form of RSUs, we have not paid any other equity or non-equity compensation to our non-employee directors. The following table provides information for ~~2015~~2022 regarding all compensation awarded ~~to, earned by or paid~~ to each person who served as a non-employee director for some portion or all of ~~2015. Other than as set forth~~2022.

The Audit Committee of our directors, made any equity or non-equity awards to directors, or paid any other compensation to directors. Consistent with our philosophy to conserve our cash resources, those non-employee directors entitled to annual retainers were only issued restricted stock units, and no non-employee directors received cash compensation in 2015.

Name
   Stock
Awards(1)    Total
Terrance Gregg(2)
   $ —      $ —
Steven R. Altman
   310,138       310,138
Nicholas Augustinos
   310,138       310,138
Mark Foletta
   338,549       338,549
Barbara E. Kahn
   310,138       310,138
Jonathan Lord, M.D.
   324,344       324,344
Kevin Sayer(2)
   —      —
Jay S. Skyler, M.D.
   324,344       324,344
Eric Topol, M.D.
   331,446       331,446

~~(1)~~

These amounts reflect the grant date fair value of restricted stock units granted during 2015, computed in accordance with FASB ASC Topic 718. For a discussion of our valuation assumptions, see Notes 1 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on February 23, 2016. As of December 31, 2015, Mr. Altman had 7,848 unvested restricted stock units, Mr. Augustinos had 4,279 unvested restricted stock units, Mr. Foletta had 9,248 unvested restricted stock units, Dr. Kahn had 4,279 unvested restricted stock units, Dr. Lord had 4,475 unvested restricted stock units, Dr. Skyler had options outstanding for 119,160 shares and 4,475 unvested restricted stock units, and Dr. Topol had 4,573 unvested restricted stock units.

~~(2)~~

~~Neither Mr. Sayer nor Mr. Gregg received compensation for their service as director while an employee.~~

~~PROPOSAL 2~~

~~RATIFICATION OF SELECTION OF INDEPENDENT~~

~~REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The audit committee of our~~ Board ~~of Directors~~ has engaged Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2016~~2023 and is seeking ratification of such selection by our stockholders at the ~~annual meeting.~~Annual Meeting. Ernst & Young LLP has audited our financial statements since ~~1999.~~2000. Representatives of Ernst & Young LLP are expected to be present at the ~~annual meeting.~~Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our ~~bylaws~~Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the ~~audit committee~~Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the ~~audit committee~~Audit Committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the ~~audit committee~~Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

To be approved, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm must receive a “For” vote from the majority of shares present and entitled to vote either in person or by proxy. Abstentions and broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether this matter has been approved.

~~Principal Accountant Fees and Services~~

The following table provides information regarding the fees billed ~~to us~~for professional services rendered by Ernst & Young LLP, our independent registered public accounting firm, for the fiscal years ended December 31, ~~2015~~2022 and ~~2014.~~2021. All fees described below were approved by the Audit Committee.

Audit fees consist of amounts for professional services rendered in connection with the integrated audit ~~committee.~~

   Fiscal Year Ended
December 31,
   2015    2014
Audit Fees(1)
   $ 1,235,736       $ 939,349
Audit-Related Fees(2)
   117,630       65,000
Tax Fees(3)
   10,000       44,000




Total Fees
   $ 1,363,366       $ 1,048,349

of our consolidated financial statements and internal control over financial reporting, review of the interim condensed consolidated financial statements included in quarterly reports, and services that are normally provided in connection with statutory and regulatory filings or engagements. The fees for assurance and related services reasonably related to the performance of the audit of our financial statements, but not included under Audit Fees, are listed under “Audit-Related Fees.” Finally, the fees billed by Ernst & Young for tax services, which primarily related to tax compliance, planning, and transfer pricing advice related to our international legal entity formation and restructuring, consultation regarding appropriate handling of items on our U.S. tax returns, and a research and development credit study, are listed above under “Tax Fees.” Fees for annual subscription for Ernst & Young’s online resource library and online document repository are included in “All Other Fees.”

The ~~audit committee~~Audit Committee considered whether the non-audit services rendered by Ernst & Young LLP were compatible with maintaining Ernst & Young LLP’s independence as the independent registered public accounting firm for auditing our consolidated financial statements and concluded they were.

The primary purpose of the audit committee is to oversee DexCom’s financial reporting processes on behalf of the Board of Directors. The audit committee’s functions are more fully described in the audit committee charter, which is available at ~~http://investor.shareholder.com/dexcom/governance.cfm~~. Management has the primary responsibility for DexCom’s financial statements and reporting processes, including its systems of internal controls. In fulfilling its oversight responsibilities, the audit committeeAudit Committee reviewed and discussed with Dexcom’s management ~~DexCom’s~~and Ernst & Young LLP the audited consolidated financial statements as of ~~and~~Dexcom for the ~~fiscal~~ year ended December 31, ~~2015.~~

2022. The ~~audit committee reviewed~~Audit Committee has also discussed with Ernst & Young LLP such matters as are required to be discussed ~~with~~by the ~~audit committee under generally accepted auditing standards, including~~applicable requirements of the ~~matters~~Public Company Accounting Oversight Board.

The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required ~~to be discussed~~ by applicable requirements of the Public Company Accounting Oversight Board ~~(“PCAOB”)~~regarding the ~~statement on Auditing Standard No. 61, as amended (AICPA,~~ ~~Professional Standards~~~~, Vol. 1. AU section 380), as adopted by~~independent accountant’s communications with the ~~PCAOB in Rule 3200T, Communications with~~ Audit ~~Committees. In addition, the audit committee~~Committee concerning independence, and has discussed with Ernst & Young LLP ~~their~~its independence ~~and received~~ from Ernst & Young LLP the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the audit committee discussed with Ernst & Young LLP, with and without management present, the scope and results of Ernst & Young LLP’s audit of DexCom’s consolidated financial statements, their evaluation of DexCom’s internal controls, and the overall quality of DexCom’s financial reporting.

Dexcom.

Based on ~~these~~the reviews and ~~discussions,~~discussion referred to above, the ~~audit committee has~~Audit Committee recommended to the Board ~~of Directors~~ that such audited consolidated financial statements be included in ~~DexCom’s annual report~~Dexcom’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2022 as filed with the ~~Securities and Exchange Commission~~SEC on February ~~23, 2016. The audit committee also has engaged Ernst & Young LLP as DexCom’s independent registered public accounting firm for the fiscal year ending December 31, 2016 and is seeking ratification~~9, 2023.

This matter is being submitted to enable stockholders to express views on the design and effectiveness of our executive compensation program. Our ~~goal~~goals for our executive compensation program isare to support our key strategic and financial goals, and to attract, motivate and retain a talented, entrepreneurial and creative team of executive officers who will provide leadership for our success. Our executive compensation program seeks to accomplish these goals in a way that rewards performance and is aligned with our stockholders’ long-term interests. ~~We believe that our~~Our executive compensation program ~~which minimizes~~is aligned to market ranges, as to base salary cash compensation relative to our peer group of companies as we work to achieve and maintain profitability, and emphasizes long-term equity awards as well as annual incentive plans with payouts tied to achievement of various financial and operational ~~goals,~~goals. We believe that our executive compensation program satisfies ~~this objective~~these objectives and is strongly aligned with the short- and long-term interests of our stockholders. We believe the compensation program for our named executive officers was instrumental in helping us achieve strong performance in ~~2015,~~2022, including generating a record full fiscal year ~~2015 product~~2022 revenue ("GAAP Revenue") as reported on our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 9, 2023 ("Form 10-K") of ~~$400.7 million,~~$2.91 billion, an increase of ~~$143.6~~$461.3 million, or ~~56%~~19%, as compared to ~~2014,~~2021, and an increase of ~~$243.6~~$983.1 million, or ~~155%~~51%, as compared to ~~2013.~~

~~The~~2020.

We encourage stockholders to read the Compensation Discussion and Analysis ~~beginning on page 24~~section of this Proxy Statement, which describes the details of our executive compensation program and the decisions made by the ~~compensation committee~~Compensation Committee in ~~2015 in more detail. Highlights of the program include the following:~~

2022.

maintained a meaningful proportion of potential cash compensation in our annual cash incentive award program, which awards are paid only upon achievement of various corporate financial and operational goals;

As an advisory vote, this proposal is not binding upon us. However, our Board and the ~~compensation committee,~~Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

For our prior say-on-frequency vote, at our 2017 Annual Meeting of Stockholders, our Board

~~THE~~ of Directors recommended an annual say-on-pay vote and our stockholders concurred, casting a majority of their votes in favor of a one-year frequency. Accordingly, we have held annual say-on-pay votes for each of the past five years.

Our Board of Directors continues to believe that say-on-pay advisory votes should be conducted every year. An annual advisory vote on executive compensation allows our stockholders to provide input on our compensation philosophy, policies and practices as disclosed in our proxy statement every year.

We therefore request that our stockholders select “One Year” when voting on the frequency of advisory votes on executive compensation. Although the advisory vote is non-binding, our Board will review the results of the vote and, consistent with our record of stockholder engagement, take them into account in making a determination concerning the frequency of advisory votes on executive compensation.

We expect that our next vote on the advisory say-on-frequency proposal will occur at our 2029 Annual Meeting of Stockholders.

The affirmative vote of the holders of a plurality of the votes cast. The frequency —“One Year,” “Two Years” or “Three Years” — receiving the highest number of affirmative votes will be determined to be the preferred frequency of holding future non-binding votes to approve executive compensation. Broker non-votes and abstentions will have no effect on the outcome of the vote.

This Compensation Discussion and Analysis explains our executive compensation philosophy and programs, the decisions of the Compensation Committee of the Board made regarding those programs during fiscal 2022 and the factors considered in making those decisions. The Compensation Committee has the principal responsibility for establishing, implementing and continually monitoring adherence to our compensation philosophy and objectives. The Compensation Committee’s duties include advising the Board on the compensation of our executive officers, including our Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), and Executive Vice Presidents (“EVP”). This Compensation Discussion and Analysis focuses on the compensation of our named executive officers (our “NEOs”) for 2022, who were:

Our balance sheet remains strong, with $2.46 billion in cash, cash equivalents and short-term marketable securities as of December 31, 2022. This continues to provide us with significant financial and strategic flexibility to support our growth initiatives, including production capacity expansion and exploring new market opportunities.

When designing our fiscal 2022 executive compensation program, the Compensation Committee considered the program objectives set forth below, our fiscal 2022 budget, and the intense competition for executive talent within the medical technology and broader technology and life science sectors. The Compensation Committee’s overall objective was to compensate our executive officers, including our NEOs, in a manner that attracts and retains the caliber of individuals needed to manage and staff a demanding and high-growth business in a rapidly evolving, innovative and competitive industry. As a result, with respect to our executive compensation program, the Compensation Committee:

We have designed our executive and broad-based employee compensation programs to support our near-term financial and strategic objectives and promote the long-term growth of our company. Our compensation philosophy for all employees, including our executive officers, is to ensure that our compensation programs:

Different compensation elements are designed to reward short-term and longer-term performance with a common goal of increasing value for our key constituencies—patients, healthcare providers, stockholders and our employees. We believe the compensation of our executive officers and employees should reflect our performance as an organization, and their performance as individuals, in attaining key financial and operating objectives established by our Board. In addition, we strive to promote an ownership mentality among our employees, including our executive officers, which we believe is best achieved through our equity incentive programs. To achieve these objectives, an important aspect of our overall compensation philosophy is to emphasize equity and performance-based incentive compensation, which we believe best aligns the interests of our employees and our stockholders.

At our 2022 Annual Meeting of Stockholders our stockholders expressed support for our executive compensation program, with 93% of the votes cast (excluding abstentions and broker non-votes) voting in favor of the compensation of our NEOs.

The Compensation Committee reviewed the results of the Say-on-Pay vote when designing our 2023 executive program, and concluded based on the results of such vote and the stockholders’ endorsement of our compensation program that our executive compensation program was operating as anticipated. Consequently, the Compensation Committee did not make any significant changes to our executive compensation program based on its review of the voting results. The Compensation Committee will continue to consider stockholder feedback and the results of the Company’s Say-on-Pay votes when making future compensation decisions for the Company’s NEOs. In furtherance of this objective, the Compensation Committee and the Board of Directors are recommending that stockholders approve holding an advisory "say on pay" vote on an annual basis. See "Proposal No. 4 - Frequency of Advisory Vote on Executive Compensation" above.

The Compensation Committee approves the compensation of our NEOs, including establishing the performance metrics for our incentive plans, and provides a recommendation to our Board on the CEO’s compensation.

As part of the decision-making process, the Compensation Committee reviews competitive market information with our CEO for each executive officer. In addition, at the beginning of each fiscal year, the Compensation Committee reviews executive officer performance for the last year and objectives for the next year, together with his or her responsibilities and experience level. The Compensation Committee also considers our overall fiscal performance compared to our fiscal objectives and performance targets, strategic and operational performance and our stockholder returns. The relative weight given to these factors varies with each individual at the discretion of the Compensation Committee.

Management provides data, analyses, input and recommendations to the Compensation Committee through our CEO, including a review of such executive officer’s performance and contribution during the prior year. Management also provides such data, analyses and input directly to Aon, the Compensation Committee’s independent compensation consultant. Our CEO, with the support of management representatives from our human resources, finance and legal departments, provides input on compensation levels and structures for the Compensation Committee to consider when determining each element of compensation. The Compensation Committee gives significant weight to our CEO’s evaluation of each executive officer’s performance and recommendations of appropriate compensation (other than the CEO's own compensation). The Compensation Committee reviews these assessments and recommendations; however, the Compensation Committee’s decisions are made by the Compensation Committee in its sole discretion, and outside of the presence of any affected executive officers. The Compensation Committee determines our CEO's compensation based on input from Aon.

In its analysis, Aon, the Compensation Committee's independent compensation consultant, used a peer group of publicly traded companies consisting of firms directly comparable in size and industry to ours, and which are generally direct competitors to 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 were 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 by the Compensation Committee in advance of making decisions with respect to fiscal 2022 (the list below reflects peer group updates in 2021 to guide 2022 compensations decisions). The primary specific criteria used to review and update the peer group consisted of the following:

The Compensation Committee generally seeks to position each executive officer’s target total direct annual compensation to fall within 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 cash compensation above the median range. On the other hand, our compensation program is generally structured so that achievement below our plans’ objectives generates total annual cash compensation below the median range, which reflects the Compensation Committee’s pay-for-performance philosophy.

The Compensation Committee may adjust an element of an executive officer’s pay or target total direct compensation above or below the median range to acknowledge the value, experience and potential he or she brings to the role, ability and success in meeting key objectives and level of performance. The differences in compensation levels among our executive officers are primarily attributable to 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 overall total compensation and each individual compensation element for our executive officers. In addition to the peer group data, the Compensation Committee also considers market information from the Radford Global Technology published compensation survey, which reflects the broader market in which we compete for talent.

In fiscal 2022, 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.

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.

The charts below illustrate the mix of target total annual direct compensation for our CEO and the average target total annual direct compensation of our other NEOs (excluding Mr. Sayer) for fiscal 2022.

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. Consistent with our compensation philosophy, the Compensation Committee generally strives to set the base salaries for each of our executive officers within market range (i.e. targeting the 50th percentile) of our compensation peer group but maintains flexibility as warranted.

On March 3, 2022, based on the considerations described above, the Compensation Committee approved the fiscal 2022 base salaries for our executive officers, including the NEOs (other than Mr. Naganathan who was hired in October 2022). As a group, the Non-PEO NEOs’ base salaries, on average, increased 15% to 33% in fiscal 2022 as compared to fiscal 2021. Mr. Leach and Mr. Sylvain both received 15% increases from March 2021 to March 2022 based on performance and comparison to external market data. On August 25, 2022, the Board of Directors promoted Mr. Leach from Chief Technology Officer to Chief Operating Officer, resulting in an additional 16% increase to $600,300, effective August 25, 2022.

The CEO’s salary increased by 7% in fiscal 2022 as a result of the Compensation Committee’s assessment of his contribution toward Dexcom’s performance during 2021 and its review of base salaries paid to CEOs of the companies in our compensation peer group CEOs relative to our compensation philosophy, which showed that Mr. Sayer’s base salary was below the median of our peer groups. All increases were made based on considerations of market data, company performance and individual performance and contribution.

The Compensation Committee believes that a meaningful portion of the target total cash compensation for each executive officer should be in the form of an annual cash incentive opportunity under our 2022 Bonus Plan. Our 2022 Bonus Plan was adopted under the terms of our omnibus Incentive Bonus Plan, which was approved in March 2021 and is described in greater detail in our Form 8-K filed on March 11, 2021 and a copy of the Incentive Bonus Plan is filed with such Form 8-K. The 2022 Bonus Plan is intended to motivate our executive officers to achieve a combination of financial and individual performance objectives, which include strategic operational milestones for our CEO, set by our Compensation Committee that are consistent with and support our annual operating plan. The individual performance of each of our NEOs is based on a qualitative assessment and determined by the Compensation Committee (with input from the CEO for the non-CEO NEOs). Generally, target operational performance objectives to support our short-term financial goals are developed through our annual financial planning process, during which management and our 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 our 2022 Bonus Plan, and may be based on annual financial and operational performance objectives established by our Board of Directors. 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 2022 Bonus Plan.

For fiscal 2022, our Board approved the 2022 Bonus Plan in March 2022 with the terms and conditions for the NEOs described below.

In March 2022, the Compensation Committee approved the following components to constitute the Financial Performance Multiplier under the 2022 Bonus Plan.

2022 Adjusted Revenue 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 Annual Cash Bonus attributable to the Adjusted Revenue Component was to be paid unless we met a specified minimum 2022 Adjusted Revenue threshold level for fiscal 2022 of $2.75 billion. Our Compensation Committee believed the 2022

Non-GAAP Operating Margin was selected as a second key measure to determine Annual Cash Bonuses to provide our NEOs with an incentive to increase our operating income as we continue to work towards achieving and maintaining profitability. No portion of the Annual Cash Bonus 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 2022 of at least 14.00%. The Non-GAAP Operating Margin threshold was established at a level that our Compensation Committee believed to be achievable, but would require the Non-GAAP Operating Margin to meaningfully grow, and would require strong performance by each of our executive officers.

Achievement below threshold for the Adjusted Revenue Component and Non-GAAP Operating Margin Component may result in no payout of the Annual Cash Bonus. However, the Board of Directors retains discretion for bonus payouts if the performance achieved is below threshold, but it did not exercise this discretion.

Strategic initiative milestones, applicable only to the CEO, were selected as a third key measure given the importance of continuing to develop our pipeline, commercialize our products, and increase our organizational efficiency. Under the 2022 Bonus Plan, 20% of the CEO's target annual cash bonus opportunity was tied to achieving certain strategic initiative milestones selected by our Compensation Committee for fiscal 2022. The CEO’s strategic initiatives related to our product roadmap, the launch of certain products, certain product volume targets, organizational structure development, partner development and FDA conceptual alignment on certain products.

These strategic initiative milestones were designed to directly impact our ability to advance our product portfolio, increase revenue, increase our organizational efficiency, and increase the overall value of the Company in the future. The Compensation Committee and the Board evaluated and weighed the level of achievement of each of these milestones, and determined that they were achieved at 105%.

The following table presents information relating to the various components and actual achievement of the Financial Performance Multiplier under the 2022 Bonus Plan.

Individual Performance Multipliers for each NEO were determined by the Compensation Committee after receiving our CEO’s evaluation of the other executive officers’ individual performance and contributions throughout the year and his recommendation regarding each officer’s individual performance multiplier. These individual objectives were tailored based on the executive’s role, responsibilities, and oversight. If the Individual Performance Multiplier is zero, then the annual cash bonus may equal zero, regardless of the Financial Performance Multiplier achieved.

In fiscal 2022, we elected to grant the NEOs (other than Messrs. Brown and Naganathan who received New Hire RSUs and will be eligible for PSU grants in fiscal 2023) PSUs ("2022 PSUs") that are earned upon achievement of both the Corporate Performance Metric (2022 Adjusted Revenue) over the 2022 Corporate Performance Period and Relative TSR Performance Metric over the 2022 Relative TSR Performance Period. The achievement of the Corporate Performance Metric was certified in the first quarter of 2023 and the achievement of

In choosing one of the metrics for the long-term incentive program, the Compensation Committee recognized that at this time, the Company has a unique opportunity in the market and only a brief window to take maximum advantage of it. Consequently, the Compensation Committee selected Adjusted Revenue as a key metric in the long-term incentive equity program (after having also selected it in the Annual Cash Bonus program) because it focuses executive officers on the Company’s most critical strategic priority of top line revenue growth, and aligns the incentives for the CEO and NEOs with the goals of growing the business and seizing market share.

2022 Adjusted Revenue was selected as the Corporate Performance Metric since it is a key indicator of our growth in terms of customers and utilization of our products. It is measured over a one-year performance period in order to incentivize our leadership team and retain the flexibility to properly incentivize and reward performance. The three-year Relative TSR Performance Metric balances this one-year goal with a longer-term stock price appreciate 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 NASDAQ Composite Index for its stability and because it consists of companies with a certain caliber of performance required to maintain on the index.

The table below shows the range of Corporate Performance Metrics based on 2022 Adjusted Revenue levels and their corresponding multiplier applicable to the 2022 PSUs. Corporate Performance Metric achievement between certain levels will be measured on a straight-line interpolation basis, and the corresponding Corporate Performance Multiplier will likewise be determined on a corresponding straight-line interpolation basis. If the Corporate Performance Metric Achievement is less than an amount specified by the Compensation Committee, the number of PSUs shall equal zero.

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

The table below shows the range of modifiers applicable to the 2022 PSUs based on the Corporate Performance Metric achieved in fiscal 2022.

The table below shows the number of 2022 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 2022.

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 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 the same for all employees.

We limit the perquisites and other personal benefits that we make available to our executive officers in an effort to conserve our financial resources. We have adopted a tax equalization policy for employees on international assignment. The tax equalization policy is intended to absorb the favorable and unfavorable tax consequences resulting from international assignments and to keep an international assignee’s tax obligation approximately the same as if assignee had worked solely in his or her home country. Pursuant to the tax equalization policy, the Company pays the costs of preparation for each assignee’s necessary income tax returns, provided that the assignee uses the Company’s designated tax provider.

In June 2017, the Board adopted a Severance and Change in Control Plan and a form of Participation Agreement under such Severance and Change in Control Plan (collectively, the "Severance & Change in Control Plan") that was available for our CEO and other executive officers, including our other NEOs. At the end of fiscal year 2022, all of our NEOs were participants in the Severance & Change in Control Plan. Additionally, at the beginning of fiscal year 2022, Messrs. Sayer and Leach were entitled to certain acceleration benefits pursuant to Termination Agreements entered into with the Company in connection with the termination of Messrs. Sayer and Leach's prior severance agreements, which acceleration benefits are no longer applicable as of March 22, 2022. The prior severance agreements, Termination Agreements and Severance & Change in Control Plan are described in greater detail below in the section entitled “Employment, Severance and Change in Control Arrangements”.

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 “Employment, 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 ongoing 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 an analysis of the post-employment compensation arrangements with other similar companies. Our Severance & Change in Control agreements encourage our executive officers to remain focused on our business in the event of rumored or actual fundamental corporate changes. Please see the section entitled “Employment, Severance and Change in Control Arrangements” below for additional detail on the terms of our Severance & Change in Control Plan.

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 “Employment, Severance and Change in Control Arrangements” below.

The following graph depicts our CEO’s total direct compensation as disclosed in section entitled "Summary Compensation Table" compared to our Total Shareholder Return (“TSR”) over the last five fiscal years, showing alignment between our CEO’s compensation and Dexcom’s strong financial and operational performance resulting in delivery of positive TSR over such time.

When determining Mr. Sayer’s compensation for fiscal 2022, the Compensation Committee considered our 2021 performance, our delivery of absolute TSR over the past five years equal to 689%, our compound annual growth rate (“CAGR”) TSR over the past five years of 51% and our philosophy that a significant percentage of his target total direct compensation opportunity should be at-risk and performance-based to align with short- and long-term stockholder interests.

To further align the interests of our executive officers with our stockholders, we have adopted stock ownership guidelines which were most recently amended in 2022. Our stock ownership guidelines require our executive officers to retain ownership of a material amount of our common stock within three years of becoming an executive officer and maintain such ownership while an executive officer. Under these guidelines, each of our executive officers is required to own shares of our common stock with an aggregate market value equal to three times his or her current base salary, reviewed annually. Ownership levels are determined by including shares of common stock acquired through open market or Employee Stock Purchase Plan purchases, shares vested and unvested pursuant to RSUs. In addition, shares constructively owned by the executive officer (through a spouse, dependent children and or/trust) count for the stock ownership guidelines. Notwithstanding the foregoing, executive officers may sell enough shares to cover their income tax liability on vested equity awards.

As of March 29, 2023, all of our NEOs who have served three years or more as executive officers were in compliance with these stock ownership guidelines. Executive officers are expected, absent unusual circumstances, to maintain compliance with their target ownership levels.

In addition, our CEO is required to retain all shares received as a result of the exercise or settlement of any stock options or RSUs granted after April 8, 2015, net of the applicable exercise price and tax withholdings, for a period of no less than twelve months from the date of such exercise or settlement. Notwithstanding the foregoing, the CEO may sell shares that are held for less than twelve months to cover any tax payments relating to such equity awards that the CEO is required to make. In addition, the Compensation Committee may waive the twelve-month requirement for sales made by the CEO in response to a financial, medical or other personal emergency. This holding requirement further aligns our CEO’s interests with the long-term interests of our stockholders and is in addition to the requirement for the CEO and other NEOs to maintain stock ownership equal to three times his or her annual salary.

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount that we may deduct from our federal income taxes for remuneration paid to certain executives to $1 million per executive officer per year. While the Compensation Committee is mindful of the benefit to us of the full deductibility of compensation, it believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, the Compensation Committee has not adopted a policy that requires that all compensation be deductible. Instead, the Compensation Committee intends to compensate our executive officers in a manner consistent with the best interests of our company and our stockholders.

We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our Board, including stock options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by federal securities laws, even though the recipient of the awards may never realize any value from their awards.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The following table provides information regarding unvested stock awards held by each NEO as of December 31, 2022.

On May 31, 2019, our Board of Directors adopted an executive deferred compensation plan, with an effective date of April 1, 2019.

The following table provides information about contributions to, aggregate earnings and account balances under our executive deferred compensation plan. Other than Mr. Sylvain and Mr. Brown, none of the other NEOs participated in our executive deferred compensation plan for 2022.

On June 1, 2017, our Board adopted the Severance & Change in Control Plan after considering market data and to harmonize certain severance and change in control provisions across our executive officers. All of our NEOs are participants in the Severance & Change in Control Plan.

Under the terms of the Severance & Change in Control Plan, each of our named executive officers are eligible to receive certain severance benefits if the executive's employment is terminated involuntarily, other than due to Cause, death or Disability (as those terms are defined in the Severance & Change in Control Plan), or if the executive resigns their employment for Good Reason (as defined in a Participation Agreement for such executive) (each, a “Qualifying Termination”) within twelve months following a Change in Control (or during the three months prior to a Change in Control assuming execution of a definitive agreement for such Change in Control) (such periods of time the “Change in Control Period”) or outside of the Change in Control Period, provided, that, a resignation for Good Reason is not a Qualifying Termination outside of the Change of Control Period and if a definition of Good Reason does not exist in such Participation Agreement for such Participating Executive, then no payment for Good Reason shall be made.

(1) a cash severance payment, payable in a lump sum, equal to twelve months (or 18 months for Mr. Sayer) of the executive’s base salary at the rate in effect when the Qualifying Termination occurred,

(2) a pro-rata portion of the executive’s annual bonus that we determine was actually earned at the conclusion of the bonus performance period (determined based on the number of days the executive is employed during the bonus performance period) and

(3) if the executive elects to continue their health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of his employment, then we will pay the executive’s monthly premium under COBRA until the earliest of (A) twelve months (or 18 months for Mr. Sayer), (B) the date when the executive receives similar coverage with a new employer or (C) the expiration of the executive’s continuation coverage under COBRA (or cash payment in lieu of payment of COBRA premiums under the same terms).

(1) a cash severance payment, payable in a lump sum, equal to twelve months of the executive’s base salary (or 18 months for Mr. Sayer) at the rate in effect when the Qualifying Termination occurred (or immediately prior to a reduction in the base salary that gave rise to termination for Good Reason) or when the Change in Control occurred, whichever is greater,

(2) the greater of (A) the pro-rata portion of the executive’s annual bonus that we determine was actually earned at the conclusion of the bonus performance period (determined based on the number of days the executive is employed during the bonus performance period) and (B) 100% of the executive’s “target” annual bonus at the rate in effect when the Qualifying Termination occurred,

(3) if the executive elects to continue his health insurance coverage under the COBRA following the termination of his employment, then we will pay the executive’s monthly premium under COBRA until the earliest of (A) twelve months (or 18 months for Mr. Sayer), (B) the date when the executive receives similar coverage with a new employer or (C) the expiration of the executive’s continuation coverage under COBRA (or shall make cash payment in lieu of payment of COBRA premiums under the same terms), and (4) (A) all equity awards, including but not limited to stock options, stock bonus awards, restricted stock, RSUs or stock appreciation rights, but other than performance-based equity awards, shall become fully vested as of the date of the Qualifying Termination and (B) all of the executive’s equity awards that would vest only upon satisfaction of performance criteria including the PSUs (“performance awards”) shall vest in accordance with the terms set forth in the applicable agreement.

Under the Severance & Change in Control Plan, our obligation to make any severance payments or provide vesting acceleration is expressly conditioned upon the executive’s execution and delivery of a general release and waiver of all claims.

In September 9, 2021, Messrs. Sayer and Leach entered into certain Termination Agreements with the Company in connection with the termination of certain prior severance agreements between the Company and each of Messrs. Sayer and Leach, which Termination Agreements preserved the executive’s eligibility for 12 months of acceleration that was provided in the prior severance agreements in the event that the executive’s employment is terminated without “Cause” or due to “constructive termination” (each as defined in the prior severance agreement), with respect to the executive’s outstanding RSUs granted in March 2019, subject to the executive’s timely execution of a release of claims. The March 2019 RSUs became fully vested by their terms in March 2022 and therefore the acceleration benefits under the Termination Agreements are no longer applicable.

Mr. Sayer’s PSUs granted in March 2020 provides that in the event a change in control occurs while the performance period is on-going, the Corporate Performance Metric will be deemed achieved at the target level (if the Corporate Performance Period has not already been completed) and the Relative TSR Performance Metric will be calculated as of the change in control. In the event a change in control occurs after the Corporate Performance Period but before the end of the Relative TSR Performance Period, the Corporate Performance Metric will be deemed achieved at the actual achievement level and the Relative TSR Performance Metric will be calculated as of the change in control. The resulting number of PSUs will vest over a time-based vesting schedule that corresponds with the PSU’s three-year performance period. As such, the March 2020 time-vesting PSUs were eligible for accelerated vesting provisions in the event of certain terminations in connection with a change in control under the Severance & Change in Control Plan during fiscal 2022. The 2020 PSUs were fully earned and vested in January 2023 and are no longer eligible for any acceleration protections.

The PSU Award Agreements for the PSUs granted to the CEO and NEOs in 2021 and 2022 provide for the following treatment upon a Change in Control (as defined in the PSU Award Agreements):

If the Change in Control occurs prior to the end of the Corporate Performance Period, the number of earned PSUs will be equal to the number of PSUs that would be earned based on the target level of Corporate Performance Multiplier multiplied by the Relative TSR Performance Multiplier based on Relative TSR Performance Metric from the beginning of the Relative TSR Performance Period, through the closing of the Change in Control.

If the Change in Control occurs after the end of the Corporate Performance Period, but prior to the end of the Relative TSR Performance Period, the number of earned PSUs will be equal to the number of PSUs that were earned based on the achieved Corporate Performance Multiplier multiplied by the Relative TSR Performance Metric based on Relative TSR Performance Metric from the beginning of the Relative TSR Performance Period through the closing of the Change in Control.

The number of PSUs so earned in connection with a Change in Control will be treated like unvested RSUs under the Severance & Change in Control Plan. In addition, pursuant to the terms of the PSU Award Agreements, if an acquirer refuses to assume, convert, replace or substitute such unvested RSUs upon a Change in Control, 100% of such unvested RSUs will accelerate on the Change in Control.

The following table illustrates the potential payments and benefits our NEOs would be entitled to upon termination of employment or a Change in Control ("CIC”) under each situation listed below. The potential payments assume that the termination and/or termination resulting from a CIC occurred on December 31, 2022, and, where applicable, use the closing price of our Common Stock of $113.24 on December 31, 2022. The table is merely an illustrative example of the impact of a hypothetical termination of employment or change in control and qualifying termination. 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.

Dexcom considers the following to be the most important financial performance measures it used to link compensation actually paid to its NEOs, for 2022, to Company performance:

Total compensation for the PEO and Other NEOs, as disclosed in the Summary Compensation Table, is comprised of salaries, annual cash incentives, and equity awards. The CAP calculation for each year includes changes in fair market value adjustments on vesting and outstanding equity awards during the year. The CAP adjustment fluctuates due to changes in the Company's stock price in each of the years.

The following graph shows the relationship between the CAP to our PEO, average CAP to other NEOs, and Dexcom's cumulative total shareholder return, or TSR, and the peer group's cumulative TSR (NASDAQ Medical Equipment Index) for the fiscal years ended December 31, 2022, 2021 and 2020.

As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Sayer. For 2022, the median of the annual total compensation of all our employees (excluding our CEO) was $65,706 (ii) the annual total compensation for our CEO was $15,435,652; and (iii) the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (excluding our CEO) for 2022 is 235:1. We believe this ratio, which was calculated in a manner consistent with Item 402(u) of Regulation S-K, to be a reasonable estimate, based upon the assumptions described below.

We identified the employee with compensation at the median of the compensation of all of our employees ("median employee") by considering our employee population as of December 31, 2022 ("employee population determination date") as summarized below. We identified the median employee for all our employees because of the global growth of our employment population, which we believed could result in a significant change to our CEO pay ratio results. The methodology we used to determine the median employee for 2022 is described below and is substantially the same methodology that we previously used to determine the median employee.

For 2022, we considered all individuals who were employed by us on a world-wide basis (including our consolidated subsidiaries) on the employee population determination date, other than our CEO, whether employed on a full-time, part-time, seasonal or temporary basis, as applicable. We did not include any contractors or other non-employee workers in our employee population.

To identify our median employee, we chose to use a consistently-applied compensation measure, which we selected as base salary for 2022. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on December 31, 2022. For permanent employees hired during 2022, we annualized their base salary or wages as if they had been employed for the entire measurement period. We did not make any cost-of-living adjustment.

Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

The following table provides certain information as of December 31, 2022, with respect to all of our equity compensation plans in effect on that date.

The Compensation Committee reviews our compensation policies and practices to determine areas of resulting risk and the actions that we have taken, or should take, to mitigate any such identified risk. Based on the Compensation Committee’s review of our compensation policies and practices, we do not believe that any risks relating from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on our business.

The following table presents information as to the beneficial ownership of our common stock as of March ~~30, 2016~~29, 2023 for:

The percentage of shares beneficially owned is based on ~~83,395,601~~387,635,623 shares of common stock outstanding as of March ~~30, 2016.~~29, 2023. Beneficial ownership is determined under the rules of the ~~Securities and Exchange Commission~~SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless indicated above, the persons and entities named below have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of common stock subject to ~~options that are currently exercisable or exercisable and restricted stock units~~RSUs that will vest within 60 days of March ~~30, 2016~~29, 2023 are deemed to be outstanding and to be beneficially owned by the person holding the ~~options or restricted stock units~~RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is c/o DexCom, Inc., 6340 Sequence Drive, San Diego, California 92121.

   Shares of Common
Stock Beneficially Owned
Beneficial Owner
   Number    Percentage
Directors and Named Executive Officers

Steven R. Altman(1)
   14,363       *
Nicholas Augustinos(2)
   17,592       *
Andrew K. Balo(3)
   132,572       *
Richard Doubleday(4)
   45,096       *
Mark Foletta(5)
   2,745       *
Terrance H. Gregg(6)
   710,071       *
Barbara E. Kahn(7)
   41,525       *
Jonathan T. Lord, M.D.(8)
   127,107       *
Steven R. Pacelli(9)
   154,474       *
Jess Roper(10)
   28,994       *
Kevin Sayer(11)
   335,146       *
Jay S. Skyler, M.D.(12)
   201,931       *
Eric Topol, M.D.(13)
   90,215       *
All directors and executive officers as a group (16 persons)(14)
   2,324,102       2.8 %
All 5% Stockholders

The Vanguard Group(15)
   5,241,624       6.3 %
FMR LLC(16)
   4,845,805       5.8 %
Ameriprise Financial Inc.(17)
   4,288,002       5.1 %
T. Rowe Price Associates, Inc.(18)
   4,270,871       5.1 %

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Other than the employment of ~~Mr. Gregg, Mr. Leach and Ms. Baccitich,~~Erick Sayer, since January 1, ~~2015,~~2022 there has not been ~~nor is there currently proposed,~~ any transaction or series of transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, holder of more than 5%five percent of our common stock, or any member of their immediate family had or will have a direct or indirect material interest.

Our ~~audit committee~~Audit Committee reviews the fairness and determines approval of any proposed transaction between us and management or other related parties (other than transactions that are subject to review by the ~~compensation committee)~~Compensation Committee) that are brought to the attention of the ~~audit committee.~~Audit Committee. In addition, our Code of Conduct ~~and Ethics~~ sets forth factors that should be considered in determining whether there may be a direct or indirect material interest, such as the size and nature of the person’s interest; the nature of our relationship with the other individual or entity; and whether the person has access to confidential ~~DexCom~~Dexcom information.

Dexcom’s Bylaws provide that, except in the case of proposals made in accordance with Rule 14a-8, for stockholder nominations to the Board ~~of Directors~~ or other proposals to be considered at an ~~annual meeting~~Annual Meeting of ~~stockholders,~~Stockholders, the stockholder

must have given timely notice thereof in writing to the Secretary of ~~DexCom~~Dexcom not less than seventy-five calendar days nor more than one hundred and five calendar days day prior to the first anniversary of the preceding year’s ~~annual meeting.~~Annual Meeting. To be timely for the ~~2017~~2024 Annual Meeting of Stockholders, a stockholder’s notice must be delivered or mailed to and received by ~~DexCom’s~~Dexcom’s Secretary at the principal executive offices of ~~DexCom~~Dexcom between February 3, ~~2017~~2024 and March ~~5, 2017.~~4, 2024. However, in the event that the ~~annual meeting~~Annual Meeting is called for a date that more than thirty (30) days before or more than sixty (60) days after such anniversary date, to be timely notice by the stockholder must be delivered not earlier than the close of business on the one hundred and fifth day prior to ~~such annual meeting~~Annual Meeting and not later than the close of business on the later of the seventy-fifth day prior to such ~~annual meeting~~Annual Meeting or the close of business on the tenth day following the day on which public announcement of the date of such meeting is first made by ~~DexCom.~~Dexcom. A stockholder’s notice to ~~DexCom’s~~Dexcom’s Secretary must set forth the information required by ~~DexCom’s bylaws~~Dexcom’s Bylaws with respect to each matter the stockholder proposes to bring before the ~~annual meeting.~~

~~HOUSEHOLDING OF PROXY MATERIALS~~

Annual Meeting. In addition, stockholders who intend to solicit proxies in support of director nominees other than the company's nominees must comply with the additional information requirements of Rule 14a-19(b).

Dexcom’s Bylaws provide that any stockholder (or group of up to 20 stockholders) meeting the Dexcom’s continuous ownership requirements of three percent (3%) or more of our common stock for at least three years prior to such nomination who wishes to nominate a candidate or candidates for election in connection with our 2024 Annual Meeting of Stockholders and require Dexcom to include such nominee(s) in the proxy statement and form of proxy, must submit a notice to Dexcom's Secretary at the principal executive offices of Dexcom no earlier than December 20, 2023 and no later than January 19, 2024 (i.e., no earlier than the 150th day and no later than the 120th day before the one-year anniversary of the date of the Annual Meeting). If the date of our 2024 Annual Meeting of Stockholders is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the Annual Meeting, then, for the notice to be timely delivered, it must be received by the secretary not earlier than the close of business on the 120th day prior to the 2024 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2024 Annual Meeting or (ii) the 10th day following the day on which public announcement of the 2024 Annual Meeting is first made by Dexcom.

The SEC has adopted rules that permit companies and intermediaries (such as brokers, banks or other agents) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of broker, banks or other agents with account holders who are stockholders of ~~DexCom~~Dexcom will be “householding” our proxy materials. A single ~~proxy statement~~Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other agent that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate ~~proxy statement~~Proxy Statement and ~~annual report,~~Annual Report, please notify your broker, bank or other agent, and direct a written request for the separate ~~proxy statement~~ Proxy Statement

James McRitchie, on behalf of Myra K. Young, has notified us that she intends to present the following proposal at the Annual Meeting.

Best practice includes:

An annual report adequate for investors to assess performance could integrate base, bonus and equity compensation to calculate:

At Dexcom, we believe that people should receive equal pay for equal work, regardless of gender, race, or ethnicity, and we are committed to compensating our employees fairly and equitably. We are also strongly committed to promoting gender and racial diversity and inclusion in our workforce, including among our leadership at all levels.

Since 2019, consistent with our compensation philosophy and our commitment to fair and equitable compensation for all of our employees, we have proactively reviewed gender and ethnicity pay equity for our U.S. employees in the same or similar roles, taking into account legitimate business factors that may explain differences. In 2021, we expanded this review to include global employees with respect to gender. We have incorporated the findings into our compensation assessment cycles, and we recognize the need to regularly review pay equity to maintain our pay equity goals.

In furtherance of our commitment to equal pay, we will work with an external consultant to conduct an adjusted pay gap analysis of our workforce with respect to gender and ethnicity in 2023 (which at a minimum, will include our U.S. employees) to ensure consistency and equitable treatment among our employees, and we will provide quantitative disclosure regarding the results of this analysis in our 2024 Sustainability Report. Going forward, we will

As disclosed in our most recent Sustainability Report, we seek to foster an inclusive workplace to encourage diversity of thought, culture, and background. We strive to create an environment where diverse perspectives are voiced and heard. Cultivating inclusive employee culture is a foundational element of delivering world-class customer experiences for our diverse continuous glucose monitoring users and stakeholders. We are transparent about our initiatives and progress, and we have previously provided the representation percentages of women and ethnic minorities in leadership roles at Dexcom in our Sustainability Report.

Going forward, we will also disclose our most recent EEO-1 report submission in our annual Sustainability Report, beginning with our 2023 Sustainability Report.

In addition, we disagree with this proposal’s unsupported assertion that reporting unadjusted median pay gaps is a “best practice,” and we note that few U.S. companies report on an unadjusted basis, with less than 4% of U.S. S&P 500 companies providing for such information.

Consequently, we believe by undertaking an adjusted pay gap analysis and providing quantitative disclosure regarding the results of that analysis as well as representation data, including EEO-1 data, we will provide a more accurate picture of our pay policies and practices than an unadjusted median pay gap.

DEI is a key corporate objective for Dexcom. As the company continues to grow and scale, our DEI initiatives have been critical not only for company culture but also for the growing diversity of patients our products will benefit across the globe. In 2022, we further developed our talent programs to foster equitable access and visibility to our up-and-coming diverse leaders within the company.

We have a diverse global leadership team – 32% of U.S. leaders identify as ethnically or racially diverse, and 36% globally are female. Over the last two years we used our internship program as a pipeline for diverse emerging talent, and in 2022, 70% of our internship class identified as ethnically diverse. Approximately 62% of our workforce in the U.S. identifies as racially or ethnically diverse. We have 15 global employee resource groups, which offer opportunities to network and socialize, work on professional development, and raise awareness of relevant issues. We provide a diversity snapshot data tool for leaders to establish a baseline understanding of the diversity of their teams and effectiveness of DEI efforts over time, and managers receive metrics to assess the diversity of new hires and turnover in their organizations.

Our efforts have been publicly recognized by publications such as Forbes which placed us in the top 100 Best Employers for Diversity and the top 200 Best Employers for Women.

With expanded talent and diversity staff, we have evolved the DEI Leadership Council, or DLC, as a means for leaders to work closely together to advance the broader DEI strategy across the organization. The DLC is co-Chaired by the Vice President of Talent & Diversity and the Senior Vice President of Engineering, and meets quarterly to review and advance the broader DEI strategy across Dexcom.

Overall, we take a comprehensive approach to pay equity and representation, from our compensation planning processes designed to further equitable pay and representation to the internal policies and programs we have implemented to foster career growth. We believe that our approach, as well as our current and planned initiatives and disclosures, represent a more fulsome and effective approach to pay equity and representation than that set forth in the proposal.

For all of the reasons above, the Board recommends that stockholders vote against this proposal.

Our Board ~~of Directors~~ knows of no other matters that will be presented for consideration at the ~~annual meeting.~~Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

The proxy materials include our Proxy Statement for the Annual Meeting, an annual report to stockholders, including our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2022, and the proxy card or a voting instruction card for the Annual Meeting.

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain other executive officers, corporate governance, and certain other required information.

You are entitled to attend the Annual Meeting if you were a stockholder of record or a beneficial owner of our common stock as of March 29, 2023, the record date, or you hold a valid legal proxy for the Annual Meeting.

This year’s Annual Meeting will only be accessible online through the Internet. We have worked to offer the same participation opportunities as if you attended the Annual Meeting in person.

If you have difficulty accessing the meeting, please call the number in the email you will receive one hour prior to the meeting start. We will have technicians available to assist you.

On each matter to be voted upon, stockholders of record have one vote for each share of common stock owned by them as of the close of business on March 29, 2023, the record date for the Annual Meeting. Stockholders may not cumulate votes in the election of directors.

To be valid, your vote by Internet, telephone or mail must be received by 11:59 p.m., Eastern Time, May 17, 2023. All votes for participants in the Dexcom Employee Stock Purchase Program must be received by 5:00 p.m. Eastern Time on May 12, 2023. For those stockholders who receive a Notice (described under “Why did I receive a notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of proxy materials?” below), the Notice provides information on how to access your proxy on the Internet, which contains instructions on how to vote via the Internet or by telephone. If you received a Notice, you can request a printed copy of your proxy materials by following the instructions contained in the Notice.

All votes must be received by 11:59 p.m. Eastern Time on May 17, 2023. All votes for participants in the Dexcom Employee Stock Purchase Program must be received by 5:00 p.m. Eastern Time on May 12, 2023.

We strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the virtual meeting.

In order for business to be conducted at the Annual Meeting, a quorum must be present.

A quorum will be present if the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting are present or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting. A broker non-vote occurs when a bank, broker or other holder of record holding shares for a beneficial owner submits a proxy for the Annual Meeting but does not vote on a particular proposal, because that holder does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner. If the persons present or represented by proxy at the Annual Meeting constitute the holders of less than a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, the Annual Meeting may be adjourned by the chairperson of the Annual Meeting to a subsequent date for the purpose of obtaining a quorum.

Proposal Nos. 2 (Ratification of Independent Registered Public Accounting Firm) and 3 (Advisory Vote on Executive Compensation) and 5 (the Shareholder Proposal) require the approval of a majority of shares present and entitled to vote on the matter either online at the Annual Meeting or by proxy and are voted for or against the proposal. Proposal No. 4 (Advisory Vote on Frequency of Advisory Votes on Executive Compensation) will be determined by a plurality of the votes cast.

Abstentions and broker non-votes have no effect on the determination of whether a nominee or Proposal Nos. 2, 3, and 5 have received the vote of a majority of the shares of common stock present or represented by proxy and voted for or against the proposal. With respect to Proposal No. 4, abstentions and broker non-votes have no effect on the determination of which voting frequency receives the highest number of affirmative votes cast.

You may revoke or change a previously delivered proxy at any time before the Annual Meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to Dexcom’s Secretary at Dexcom’s principal executive offices before the beginning of the Annual Meeting. You may also revoke your proxy by attending the Annual Meeting and voting online, although attendance at the Annual Meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a bank or brokerage firm, you must contact that bank or brokerage firm to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting online at the Annual Meeting if you obtain a legal proxy as described under “If I have voted by proxy, can I change my vote?” above.

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K no later than 4 business days after the date the Annual Meeting ends.

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources.

The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.

A copy of our ~~annual report~~Annual Report to stockholders, which includes financial statements, has been posted on the Internet, along with this Proxy Statement, each of which is accessible by following the instructions in the Notice.

We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information about operating results, enhance the overall understanding of our operating performance and future prospects, and allow for greater transparency with respect to key metrics used by senior management in our financial and operational decision making. Our non-GAAP financial measures exclude amounts that we do not consider part of ongoing operating results when planning and forecasting and when assessing the performance of the organization and our senior management. We compute non-GAAP financial measures using the same consistent method from quarter to quarter and year to year. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures.

We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies. We believe that non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliations between these presentations, to more fully understand our business.

Management believes that presentation of operating results that excludes these items provides useful supplemental information to investors and facilitates the analysis of our core operating results and comparison of operating results across reporting periods. Management also believes that this supplemental non-GAAP information is therefore useful to investors in analyzing and assessing our past and future operating performance.

These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with U.S. GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business.

Appendix A reconciles the non-GAAP financial measures in the press release to the most directly comparable financial measures prepared in accordance with GAAP.

We exclude the following items from non-GAAP financial measures for Adjusted Revenue:

We exclude the following items from non-GAAP financial measures for non-GAAP gross profit, non-GAAP operating income (loss), non-GAAP net income (loss), and non-GAAP net income (loss) per share:


¨Check the appropriate box:
☐	Preliminary Proxy Statement
☐	¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	ý	Definitive Proxy Statement
¨	☐	Definitive Additional Materials
¨	☐	Soliciting Material Pursuant to §240.14a-12

¨
☐			Fee paid previously with preliminary materials.

☐			Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



			April 6, 2023
			To Our Stockholders

			You are cordially invited to attend the 2023 Annual Meeting of Stockholders of DexCom, Inc. online on May 18, 2023, 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 2022, as well as some of our recent environmental, social and governance (“ESG”) initiatives. Business and Financial Highlights During 2022, we demonstrated the overall strength and resilience of our business model and experienced strong revenue growth. Despite global macroeconomic pressures that included supply chain pressures, rising interest rates and inflation, our operations remained resilient and enabled consistent service for our global customer base. Through our dedicated efforts, we also delivered significant improvements in our financial results as compared to 2021. Our financial highlights included $2.91 billion in revenue, up 19% from 2021, and $1.88 billion in gross profit, up 12% from 2021. We had $391.2 million in operating income, up 47% from 2021, and $341.2 million in net income, up 57% from 2021. We also had $669.5 million in operating cash flow, up 51% from 2021, and ended fiscal 2022 with cash, cash equivalents and short-term marketable securities totaling $2.46 billion. Our operational highlights included expanded access across our product portfolio driven by our key strategic initiatives and a growing international market share. Over the past two years, we have doubled our total primary care prescriber base, and have doubled the average number of monthly new patients starting in primary care. We have continued to expand our product base as well. We recently received marketing clearance from the FDA on the Dexcom G7® in December 2022. Environmental, Social and Governance Initiatives In 2022, we further developed Dexcom’s approach to ESG by (i) conducting an ESG Priority Assessment to identify the ESG priority topics that are important to internal and external stakeholders and (ii) operationalizing ESG within the organization by forming an ESG Steering Committee. Starting with our 2022 Sustainability Report, we have aligned our annual Sustainability Report with the Sustainability Accounting Standards Board ("SASB") standard for the Medical Equipment and Supplies industry, and our 2023 Sustainability Report is our first ESG disclosure aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures. We continue to work as an organization to advance our strategic ESG roadmap by pursuing key ESG workstreams. In furtherance of our commitment to equal pay, we will also work with an external consultant to conduct an adjusted pay gap analysis of our workforce with respect to gender and ethnicity in 2023 (which at a minimum, will include our U.S. employees). We will provide quantitative disclosure regarding the results of this analysis in our 2024 Sustainability Report. Going forward, we will also disclose our most recent EEO-1 report submission in our annual Sustainability Report, beginning with our 2023 Sustainability Report.

			2023 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 submit questions and 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 2022 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.



Location			Date and Time
Attend the ~~2016~~ Annual Meeting Online at:			May 18, 2023
www.proxydocs.com/DXCM			2:00 p.m. Pacific Time


By Order of the Board of Directors,

			Kevin R. Sayer
			~~Kevin Sayer~~
			Chairperson, President and Chief Executive Officer
April 6, 2023

x
Payment of Filing Fee (Check all boxes that apply):
ý			No fee required.

~~(1)~~	~~Title~~

		Our Mission: Empowering People to Take Control of ~~each class of securities to which transaction applies:~~Health



			YOUR VOTE IS IMPORTANT In order to ensure your representation at the Annual Meeting (“Annual Meeting”), you may submit your proxy and voting instructions via the Internet at www.proxydocs.com/DXCM or by telephone, or, if you receive a paper proxy card and voting instructions by mail, 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). Please refer to the section entitled “Information about the Proxy Materials and the Annual Meeting" for a description of these voting methods. If your shares are held by a bank, brokerage firm or other holder of record (your record holder) and you have not given your record holder instructions to do so, your record holder will NOT be able to vote your shares with respect to any matter other than ratification of the appointment of Dexcom’s independent registered public accounting firm. We strongly encourage you to vote.


Voting Methods

Internet	Telephone	Mail

For detailed information regarding voting instructions, please refer to the section entitled "Information about the Proxy Materials and the Annual Meeting”. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting online at the Annual Meeting.


TABLE OF CONTENTS

		Page		~~Page~~
PROPOSAL 1:NO. 1 - ELECTION OF DIRECTORS		1				4
Board Demographics		~~Recommendation~~3
Board Diversity		4
Nominee Director Biographies		6
Continuing Director Biographies		9
CORPORATE GOVERNANCE		11
Our Governance Principles		11
Corporate Governance Highlights		11
Board Leadership Structure and the Role of the Lead Independent Director		12
Director Independence		12
Director Selection Process		13
Board Evaluation Process		14
Director Orientation and Continuing Education		14
Code of Conduct and Business Ethics		14
Anti-Hedging		15
Stockholder Engagement		16
Stockholder Communications with the Board		16
Committees of the Board and Meetings		17				4
~~Nominees for Election for a Three Year Term Expiring at the 2019 Annual Meeting~~			5
~~Directors Continuing in Office Until the 2017 Annual Meeting~~		6
~~Directors Continuing in Office Until the 2018 Annual Meeting~~		6
~~CORPORATE GOVERNANCE~~		8
~~Independence of the Board of Directors and its Committees~~		8
~~Board of Directors’ Role in Risk Oversight~~		9
~~Information Regarding the Board of Directors and its Committees~~		10
Meetings of the Board of ~~Directors and Board and Committee Member~~Directors; Director Attendance	17				12
~~Compensation Committee Interlocks~~Information Security and ~~Insider Participation~~ Privacy Risk Oversight		23				12
~~Code~~Board of ~~Business Conduct and Ethics~~ Directors' Role in Risk Oversight		25				12
~~Stockholder Communications with the Board of Directors~~						13
~~DIRECTOR COMPENSATION~~ Environmental, Social and Governance Matters		27				13
~~Annual Retainers Paid to Non-Employee Directors~~ DIRECTOR COMPENSATION		28				13
~~Equity Awards Granted to~~ Non-Employee ~~Directors~~ Director Compensation Arrangements		28				13
Non-Employee Director Stock Ownership Guidelines		~~2015~~29
2022 Director Compensation Table		29				14
PROPOSAL 2—NO. 2 - RATIFICATION ~~OF SELECTION~~ OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		30				15
Principal Accountant Fees and Services		30				15
Pre-Approval Policies and Procedures		30				15
~~Recommendation of the Board~~			16
Report of the Audit Committee of the Board	32				17
PROPOSAL NO. 3—3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION		33				18
~~Recommendation of the Board~~ PROPOSAL NO. 4 - FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION		34				19

EXECUTIVE OFFICERS		35
EXECUTIVE COMPENSATION		39
Compensation Discussion and Analysis		39
Fiscal 2022 Corporate Performance		40
Fiscal 2022 Compensation Overview		41
Leadership Transitions		41
Compensation Philosophy and Objectives		42
2022 Executive Compensation Policies and Practices at a Glance		43
Stockholder Advisory Vote on Executive Compensation		43
Compensation Decision-Making Process		44
Compensation Peer Group		44
Competitive Positioning		45
Fiscal 2022 Compensation Elements		46


Post-Employment Compensation	59
Fiscal 2022 Chief Executive Officer Compensation	60
Stock Ownership Guidelines and CEO Holding Requirement	61
Anti-Hedging	61
Compensation Recovery Policy	62
Tax and Accounting Considerations	62
Compensation Committee Report	63
SUMMARY OF EXECUTIVE COMPENSATION	64
Summary Compensation Table	64
Grants of Plan-Based Awards	66
Outstanding Equity Awards at December 31, 2022	68
2022 Option Awards Exercises and Stock Vested	69
Executive Nonqualified Deferred Compensation Plan	69
Employment, Severance and Change in Control Arrangements	70
Pay versus Performance	73
Chief Executive Officer Pay Ratio	75
Equity Compensation Plan Information	76
Risks from Compensation Policies and Practices	76

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	77	20
DELINQUENT SECTION 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~ REPORTS	79	22
~~EXECUTIVE OFFICERS~~ CERTAIN TRANSACTIONS WITH RELATED PERSONS	79	23
~~EXECUTIVE COMPENSATION~~ STOCKHOLDER PROPOSALS FOR ANNUAL MEETING	80	24
~~Compensation Discussion and Analysis~~ HOUSEHOLDING OF PROXY MATERIALS	80	24
~~Fiscal 2015 Corporate Performance~~ PROPOSAL NO. 5 - STOCKHOLDER PROPOSAL: PAY EQUITY DISCLOSURE	82	24
~~General Objectives and Philosophy~~ OTHER MATTERS	85	25
~~Fiscal 2015 Compensation Overview~~ INFORMATION ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	86	26
~~Executive Compensation Practices at a Glance~~ ANNUAL REPORTS	91	27
~~Role of Management~~	28
~~Stockholder Advisory Vote on Executive Compensation~~	28
~~Compensation Consultant Engagement~~	28
~~Named Executive Officers for Fiscal 2015~~	29
~~Details and Elements of our 2015 Compensation~~	30
~~Stock Ownership Guidelines~~	37
~~Accounting and Section 162(m) Tax Considerations~~	37


APPENDIX A - RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL MEASURES	92	~~Page~~
~~COMPENSATION COMMITTEE REPORT~~ PROXY CARD	95		38


~~SUMMARY OF EXECUTIVE COMPENSATION~~		39
~~Summary Compensation Table~~		39	PROPOSAL NO. 1
~~Grants~~	Election of ~~Plan-Based Awards~~		40	Directors
~~Outstanding Equity Awards at December 31, 2015~~		41
~~2015 Option Exercises and Stock Vested~~	41
~~Employment, Severance and Change of Control Agreements~~	42
~~Equity Compensation Plan Information~~	43
~~Risks from Compensation Policies and Practices~~	43
~~CERTAIN TRANSACTIONS WITH RELATED PERSONS~~	44
~~STOCKHOLDER PROPOSALS FOR ANNUAL MEETING~~	44
~~HOUSEHOLDING OF PROXY MATERIALS~~	45
~~OTHER MATTERS~~	45
~~ANNUAL REPORTS~~	45



	Our Board recommends the following seven nominees for election to our Board for a one-year term beginning in May and continuing until the 2024 Annual Meeting of Stockholders and until their successors have been elected and qualified:


	1)	Steven R. Altman	2)	Richard A. Collins	3)	Karen Dahut

	4)	Mark G. Foletta	5)	Barbara E. Kahn	6)	Kyle Malady

	7)	Eric J. Topol, M.D.

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


Nominee or Director Name	Position(s)	Class	Age	Director Since	Election Year
Nominees:
Steven R. Altman	Director		61	2013	2023
Richard A. Collins	Director		66	2017	2023
Karen Dahut	Director		59	2020	2023
Mark G. Foletta	Lead Independent Director		62	2014	2023
Barbara E. Kahn	Director		70	2011	2023
Kyle Malady	Director		56	2020	2023
Eric J. Topol, M.D.	Director		68	2009	2023

Continuing Directors:
Kevin R. Sayer	Chairperson of the Board, President and CEO	I	65	2007	2021
Nicholas Augustinos	Director	I	64	2009	2021
Bridgette P. Heller	Director	I	61	2019	2021



			LEARN MORE ABOUT OUR COMPANY To see more information about our Governance Principles, please visit our website at: https://investors.dexcom.com/corporate-governance


Table A

Board Diversity Matrix as of March 29, 2023


Total Number of Directors	11

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	8	—	—
Part II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	8	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	1
Did Not Disclose Demographic Background	—


Table B

Nominee and Continuing Director Demographics


Total Number of Directors	10

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	7	—	—
Part II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	1
Did Not Disclose Demographic Background	—



What We Do and Have Done

•Amended Certificate of Incorporation to declassify directors •Implemented proxy access bylaw provision •Enabled majority vote standard in uncontested election •Set director resignation policy •Committed to pursuing board diversity •Established board oversight and annual disclosure of sustainability practices •Maintained board independence except for our CEO •Enhance independence through regular meetings of independent directors and Committees without the presence of management •Equip lead independent director role with broad authority and responsibility •Stockholders may recommend a director nominee to our Nominating and Governance Committee •All members of key committees of our Board – the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee – are independent •Charters of each of the committees of the Board clearly establish the committees’ respective roles and responsibilities •Our Compliance Department has a Compliance Helpline available to all employees •Our Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting or auditing matters •We have adopted a Code of Conduct that applies to all of our directors, officers and employees •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 clawback policy that applies to our executive officers •We have adopted stock ownership guidelines for our non-employee directors and executive officers


What We Don't Do

•No Pledging and hedging of Company securities •No Stockholder rights plan (“poison pill”) •No multi-voting or non-voting stock •No supermajority provisions to amend our Bylaws


1	Identify Director Nominees	The Nominating and Governance Committee considers director nominees recommended by sitting directors, officers, employees, stockholders, third-party search firms and others using the same criteria to evaluate all candidates.

2	Review Candidate Pool	The Nominating and Governance Committee reviews candidates to determine whether candidates warrant further consideration.

3	Evaluate Candidates	The Nominating and Governance Committee meets with and evaluates each potential candidate for the Board, in the context of the Board as a whole, and the specific needs of the Board at that time, with the objective of establishing a Board that is comprised of members that can best further stockholder interests through the exercise of sound judgment, using the diversity of its experience.

4	Recommend Director	Upon selection of a qualified candidate, the Nominating and Governance Committee recommends the candidate for appointment or election to our Board.

5	Appointment or Election to the Board	Since 2019, three new independent Directors have been added to our Board, each bringing a diverse set of skills and perspectives that add significant value to our governance and oversight.


Our Board met six times during the last fiscal year. Each director attended 75% or more of the total Board and Board Committee meetings on which the director served during for the period for which he or she was a director or Committee member, as applicable, for fiscal year 2022. In addition, 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 2022.						2022 Average Board Meeting Attendance: 95%


						Audit Committee

Current Members: Mark G. Foletta (Chair) Nicholas Augustinos Barbara E. Kahn Richard A. Collins Independence: The members of our Audit Committee meet the independence requirements under Nasdaq and SEC rules and regulations Meetings: 7 meetings during 2022. Attendance: The average attendance for members of the Audit Committee in 2022 was 96%.						Responsibilities: Our Audit Committee is responsible for, among other things, overseeing: •The accounting and financial reporting processes and the audits of the financial statements of the Company; •Periodic reviews of the adequacy of the accounting and financial reporting processes and systems of internal control that are conducted by the Company’s independent auditors and the Company’s financial and senior management; •Reviews and evaluations of the independence and performance of the Company’s independent auditors; •The Company’s major financial risk exposures and the review of such risks with management, including the steps management has taken to monitor or mitigate such exposures; and •Communication among the Company’s independent auditors, the Company’s financial and senior management and the Board. Audit Committee Financial Experts 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 P. Heller (Chair) Steven R. Altman Barbara E. Kahn Karen Dahut 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: 5 meetings during 2022. Attendance: The average attendance for members of the Compensation Committee in 2022 was 95%.						Responsibilities: Our Compensation Committee is responsible for, among other things, overseeing: •All forms of compensation (including, without limitation, equity, incentive and non-equity compensation, and perquisites) of the Company’s executive officers and directors; •Administration of the Company’s equity-based compensation plans; and •The production of an annual report on executive compensation for use in the Company’s 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.


						Compensation Committee (Continued)

			Policies and Procedures The Compensation Committee annually reviews and evaluates base salary, bonuses and long-term incentives for all executive officers, and in conducting such reviews, places significant consideration upon the recommendations by the CEO, along with the rationale for such recommendations, with the exception of the compensation review of the CEO. The Compensation Committee reviews management’s recommendations for compensation and benefits for executive officers. The Compensation Committee reviews and determines (or recommends the same for approval by the Board) the amount and composition of executive compensation to be paid to the executive officers, including our CEO. The CEO does not participate in the Compensation Committee’s review or decision as to the compensation packages. In establishing individual compensation levels, the Compensation Committee considers our overall strategic objectives and performance, our stock performance, peer group comparisons and individual performance. No formula is used to determine an executive’s total compensation, including salary. Our overall performance and the achievement of financial and business objectives are considered.

			Management’s Role in the Compensation-Setting Process Management, including our named executive officers, plays some role in the compensation-setting process. The most significant aspects of management’s role are evaluating employee performance, assisting in establishing performance targets and objectives, and recommending salary and bonus levels and equity awards. The CEO and the head of Human Resources work with the Compensation Committee in establishing the agenda for Compensation Committee meetings. Management also prepares meeting information for each Compensation Committee meeting.

			Use of Compensation Consultants The Compensation Committee has the authority under its charter to retain, approve fees for, and, as may be necessary or advisable, change or terminate the relationship with compensation consultants, legal counsel or other advisors as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee annually evaluates the independence of its compensation consultants, assesses their performance and establishes the scope of work and fees for such consultants. Following a thorough review, in August 2021, the Company engaged a new independent compensation consultant Aon Hewitt Consulting Company ("Aon") and requested that Aon conduct a review and analysis of how our compensation practices compare with our peer group of companies, including during 2022. During fiscal year 2022, the Compensation Committee reviewed the fees provided to the compensation consultant relative to its revenue, the services provided by the compensation consultant to the Compensation Committee, the relationships between the compensation consultant and its consultants and our executive officers, and other factors relating to the compensation consultant’s independence, and concluded that it is independent within the meaning of the listing standards of Nasdaq and that its engagement did not present any conflict of interest.


						Nominating and Governance Committee

Current Members: Jay S. Skyler, M.D. (Chair)(1) Steven R. Altman Kyle Malady Richard A. Collins Independence: The members of our Nominating and Governance Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Meetings: 4 Meetings during 2022. Attendance: The average attendance for members of the Nominating and Governance Committee in 2022 was 100%. (1) Jay Skyler, M.D., has not been renominated for election and will no longer serve on the Board following the date of the Annual Meeting. As of May 19, 2023, our Nominating and Governance Committee will be comprised of Nicholas Augustinos (Chair), Steven Altman, Richard Collins and Kyle Malady.						Responsibilities: Our Nominating and Governance Committee is responsible for, among other things: •Developing and recommending policies regarding the director nomination processes; •Recommending to the Board for determination the desired qualifications, expertise and characteristics of Board members, with a goal of developing a diverse, experienced and highly qualified Board; •Reviewing and assessing on at least an annual basis the adequacy of the Company’s Code of Conduct and Business Ethics for Employees and Directors (“Code of Conduct”); •Reviewing with management the Company’s major legal and compliance risk exposures and the steps management has taken to monitor or mitigate such exposures; •Overseeing the Company's risk management policies and procedures dealing with risk identification and risk assessment regarding enterprise, and other principal operational and business risks facing the Company; •Overseeing and reviewing annually (a) the Company's policies and programs concerning (i) corporate social responsibility and (ii) the Company's participation and visibility as a global corporate citizen; (b) the Company's sustainability performance; and (c) the assessment and management of environmental, sustainability and governance risks affecting the Company's business.


						Technology Committee

Current Members: Eric J. Topol, M.D. (Chair) Nicholas Augustinos Kyle Malady Karen Dahut Independence: The members of our Technology Committee meet the independence requirements under Nasdaq and SEC rules and regulations. Meetings: 4 meetings during 2022. Attendance: The average attendance for members of the Technology Committee in 2022 was 88%.						Responsibilities: Our Technology Committee is responsible for, among other things: •Reviewing, evaluating and making recommendations to the Board regarding the Company's major technology plans and strategies, including its research and development activities, as well as technical and market risks associated with product development and investment; •Reviewing the Company's research and development activities and product pipeline, and timelines for achievement of activities and pipeline; and •Regularly reviewing cybersecurity, privacy, data protection and other major information technology risk exposures of the Company, the steps management has taken to monitor and control such exposures, and the Company's compliance with applicable information security and data protection laws and industry standards.


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


	Awarded during fiscal 2022	Unvested Shares as of December 31, 2022
Name	Stock Awards ($)(1)	Unvested RSUs (#)(2)
Steven R. Altman	314,480	3,916
Nicholas Augustinos	319,299	3,976
Richard A. Collins	317,050	3,948
Karen Dahut	317,050	3,948
Mark G. Foletta	360,416	4,488
Bridgette P. Heller	317,371	3,952
Barbara E. Kahn	319,299	3,976
Kyle Malady	314,480	3,916
Jay S. Skyler, M.D.(3)	311,268	3,876
Eric J. Topol, M.D.	317,371	3,952



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


Name	Stock Awards(1)		Total
Terrance Gregg(2)	$	—	$	—
Steven R. Altman		310,138		310,138
Nicholas Augustinos		310,138		310,138
Mark Foletta		338,549		338,549
Barbara E. Kahn		310,138		310,138
Jonathan Lord, M.D.		324,344		324,344
Kevin Sayer(2)		—		—
Jay S. Skyler, M.D.		324,344		324,344
Eric Topol, M.D.		331,446		331,446


	Fiscal Year Ended December 31,
	2022		2021
Audit Fees	$	3,858,640	$	2,614,372
Audit-Related Fees	—		—
Tax Fees	77,604		530,373
All Other Fees	—		4,480
Total Fees	$	3,936,244	$	3,149,225


	Fiscal Year Ended December 31,
	2015		2014
Audit Fees(1)	$	1,235,736	$	939,349
Audit-Related Fees(2)		117,630		65,000
Tax Fees(3)		10,000		44,000

Total Fees	$	1,363,366	$	1,048,349


Audit Committee
Mark G. Foletta (Chair)
Nicholas Augustinos
Richard A. Collins
Barbara E. Kahn



			PROPOSAL NO. 4
			Frequency of Advisory Vote on Executive Compensation


Jereme M. Sylvain
Executive Vice President, Chief Financial Officer