Bridgette Heller
DEXCOMAbout Bridgette P. Heller
Bridgette P. Heller, age 63, is an independent director of DexCom, Inc. (DXCM) who joined the Board in September 2019 and currently chairs the Compensation Committee . She holds a BA in Economics and Computer Studies and an MBA from Northwestern University (Kellogg), and has senior operating experience across consumer health, nutrition, and technology-driven businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danone (Nutricia Specialized Nutrition Division) | EVP & President | Jul 2016–Aug 2019 | Led specialized nutrition; scaled operations |
| Merck & Co., Inc. | EVP, President Merck Consumer Care | 2010–2015 | Led consumer health portfolio |
| Johnson & Johnson | President, Global Baby Business; President, Global Baby, Kids & Wound Care | 2005–2010 | Global category leadership |
| Kraft Foods | EVP & GM, North American Coffee Portfolio (final role) | 1985–2002 | P&L leadership; consumer products |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Novartis AG | Director | Not disclosed | Global pharmaceuticals manufacturer |
| Aramark Corporation | Director | Feb 2021 | U.S. public company (food service/facilities) |
| Integral Ad Science | Director | Feb 2021 | U.S. public global media measurement company |
| Newman’s Own | Director | Not disclosed | Privately held social business/food manufacturer |
| Shirley Proctor Puller Foundation | Leader | Current | Nonprofit focused on educational outcomes |
Board Governance
- Independence: The Board affirmatively determined Heller is independent under Nasdaq standards .
- Committee assignments: Chair, Compensation Committee; no other DXCM committee memberships listed for Heller .
- Board attendance: The Board met six times in 2024; each director attended ≥75% except Karen Dahut (Heller met ≥75%) . Average Board meeting attendance was 94% in 2024 .
- Compensation Committee activity: 4 meetings in 2024; average attendance 93% .
- Governance structure: Lead Independent Director (Mark Foletta) presides over executive sessions; CEO serves as Chairperson with independent oversight .
Fixed Compensation
- Director compensation program: Equity-only via time-based RSUs; no cash retainers or meeting fees; reimbursement only for reasonable meeting expenses .
- Annual RSU retainer: $325,000 (value-based), granted after annual meeting; vests in one year or at next annual meeting .
- Chair RSU premium (Compensation Committee): $20,625 (value-based) .
- Initial appointment RSU grant for new directors: $500,000, vesting in three equal annual installments (program detail) .
- Change-in-control: Outstanding non-employee director equity vests in full upon a change in control .
| Component | FY2024 Amount | Vesting | Notes |
|---|---|---|---|
| Annual RSU retainer | $325,000 | One year / next annual meeting | Value-based equity award |
| Compensation Committee Chair RSU | $20,625 | One year / next annual meeting | Value-based equity award |
| Actual FY2024 stock awards (grant-date fair value) | $341,728 | Per grant terms | Reported in 2024 Director Compensation Table |
| Unvested RSUs at 12/31/2024 | 2,618 units | As scheduled | Outstanding/unvested at year-end |
Performance Compensation
- Directors do not receive performance-based pay, options, or cash bonuses; RSUs are time-based only .
- No dividends paid on unvested awards and no dividend equivalents; no tax gross-ups in the plan architecture .
| Performance Element | Status |
|---|---|
| Options/PSUs for directors | None; RSUs only since 2011 |
| Performance metrics (revenue, TSR, ESG, etc.) | Not applicable to directors |
| Dividends/dividend equivalents on unvested awards | Not permitted |
| Tax gross-ups | Not permitted |
Other Directorships & Interlocks
- Current public boards: Novartis AG; Aramark Corporation; Integral Ad Science .
- No disclosed related-party transactions ≥$120,000 involving Heller or her immediate family since Jan 1, 2024; Audit Committee oversees any proposed related-party transactions .
- No compensation committee interlocks/insider participation: DXCM’s Compensation Committee members (including Heller) were not company officers and there were no interlocks in FY2024 .
Expertise & Qualifications
- Education: BA in Economics & Computer Studies; MBA (Kellogg) .
- Sector experience: Consumer health, specialized nutrition, consumer products, global commercialization .
- Board qualification emphasis: Business scaling, technology/manufacturing experience; supports DXCM’s expansion as a biosensing leader .
Equity Ownership
- Beneficial ownership: 23,349 shares (includes 2,618 RSUs vesting within 60 days of 3/13/2025 and 20,731 shares held directly); <1% of outstanding shares .
- Outstanding shares basis: 392,107,501 as of 3/13/2025 .
- Ownership guidelines: Non-employee directors must hold ≥2x annual equity grant; compliance required within five years; all non-employee directors serving ≥5 years are compliant as of the Record Date . Heller has served since 2019, exceeding five years as of the Record Date, and is within the group noted as compliant .
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 23,349 shares (<1%) |
| Directly held | 20,731 shares |
| RSUs vesting within 60 days (counted for ownership %) | 2,618 units |
| Shares outstanding (denominator) | 392,107,501 |
| Ownership guidelines | ≥2x annual equity grant; 5-year compliance window |
| Compliance status (5+ years service cohort) | In compliance as of Record Date |
Governance Assessment
- Strengths:
- Independence affirmed; committee chair role underscores governance influence over pay practices .
- Equity-only director compensation aligns director interests with shareholders; no cash retainers, options, or meeting fees; time-based RSUs with disciplined vesting and change-in-control clarity .
- Attendance and engagement: Compensation Committee met 4 times with 93% average attendance; Board average attendance 94%; Heller met DXCM’s ≥75% threshold .
- Ownership alignment: Beneficial ownership and RSUs; robust stock ownership guidelines (≥2x annual grant), with five-year directors in compliance .
- Risk controls: Anti-hedging and anti-pledging practices; insider trading policy prohibits hedging/short sales; clawback policy adopted to comply with Dodd-Frank/Nasdaq/SEC .
- No related-party transactions ≥$120,000; Compensation Committee interlocks absent .
- Watch items:
- Multi-board workload: Service on Novartis, Aramark, IAS, and Newman’s Own implies high external commitments; DXCM’s Nominating & Governance Committee evaluates time commitments in director selection and ongoing assessments .
- Technology Committee leadership changes (unrelated to Heller) may shift Board oversight dynamics; ongoing monitoring of committee efficacy is prudent .
Overall signal: Independent, engaged, and aligned with shareholders through equity-only compensation and compliance with ownership guidelines; low conflict risk given absence of related-party transactions and robust anti-hedging/clawback frameworks .