Euan Ashley
DEXCOMAbout Euan Ashley
Euan Ashley was appointed to the DexCom, Inc. Board of Directors on October 24, 2025 and determined by the Board to be an independent director under Nasdaq and SEC standards. He is Chair of the Department of Medicine at Stanford University and a professor of Medicine, Genetics, and Biomedical Data Science, with core credentials spanning precision medicine, AI/data science, and digital health; his education includes degrees from the University of Glasgow (Physiology, MD) and the University of Oxford (PhD) . His initial director equity grant was $500,000 in RSUs, with annual director RSU eligibility of $345,000 beginning around the 2026 annual meeting, both subject to time-based vesting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Chair, Department of Medicine | 2024–present | Oversees largest department; leadership across clinical practice and innovation |
| Stanford University | Professor of Medicine, Genetics, Biomedical Data Science | 2006–present | Founded Center for Inherited Cardiovascular Disease (2009) and Clinical Genomics program (2014) |
| Stanford Medicine Catalyst | Co-Director | 2019–present | Invests in high-potential biomedical innovations; innovation-translation governance |
| Stanford University | Associate Dean | 2019–2024 | Academic leadership and administration |
| Personalis, Inc. | Founder | 2012–present | Personalized cancer testing company; biotech entrepreneurship |
| Deepcell, Inc. | Co-founder | 2016–present | Single-cell analysis AI; tech commercialization |
| Svexa | Co-founder | 2019–present | Human performance AI; data science expertise |
| Saturnus Bio | Founder | 2024–present | Therapeutics; translational science |
| Swift Bio | Founder | 2025–present | Genomic diagnostics; innovation leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AstraZeneca plc | Director | 2020–present | Global pharmaceutical board experience; potential ecosystem interlocks to monitor |
Board Governance
- Committee assignments: Nominating & Governance Committee (member); Technology Committee (member). In connection with his appointment, Kyle Malady stepped down from the Nominating Committee and continues as Technology Committee Chair .
- Independence status: Board determined Ashley is independent under Nasdaq and SEC standards; he executed Dexcom’s standard indemnity agreement and there are no related-party transactions requiring Item 404(a) disclosure .
- Board attendance context: Dexcom’s overall Board met six times in 2024 with average Board attendance of 94%; committee meetings held—Audit (8), Compensation (4), Nominating & Governance (4), Technology (4) .
- Anti-hedging/pledging: Company prohibits hedging and pledging of company securities; independent director executive sessions held regularly .
Fixed Compensation
| Element | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Initial appointment RSUs | $500,000 | Vests annually over 3 years from grant date, subject to continued service | |
| Annual director RSUs (2026 cycle) | $345,000 | Vests at earlier of one year from grant or next annual meeting, subject to continued service | |
| Committee member RSUs (program reference) | Nominating & Governance: $10,000; Technology: $10,000 | Granted post-annual meeting; member awards are RSU value amounts calculated on pre-grant 30-day average price; vest at earlier of one year or next annual meeting | |
| Change-in-control treatment | Accelerated vesting in full for outstanding director equity awards | Applies to non-employee directors under Dexcom’s director compensation program | |
| Stock ownership guidelines | Minimum holding equal to 2x annual equity grant; 5 years to comply | Includes unvested time-based RSUs toward guidelines |
Dexcom compensates non-employee directors solely in equity RSUs (no cash retainers), aligning director pay with shareholder outcomes and providing committee-specific RSU value add-ons for service .
Performance Compensation
- Non-employee director awards are time-based RSUs; no disclosed performance-conditioned director equity (no PSUs for directors). Performance awards exist in the employee equity plan but are not part of the standard non-employee director program .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock/Conflict Notes |
|---|---|---|---|
| AstraZeneca plc | Director | Not disclosed in Dexcom filings | Large pharma; no Dexcom Item 404(a) transactions; independence affirmed. Ongoing monitoring prudent if Dexcom enters collaborations touching AstraZeneca domains |
Expertise & Qualifications
- Education and training: BSc in Physiology (University of Glasgow), MD (University of Glasgow), PhD (University of Oxford), cardiology training at Stanford .
- Technical expertise: Precision medicine, AI/data science, digital health; founder of multiple biotech companies; program leadership in biomedical innovation .
- Board-relevant strengths: Clinical leadership (largest Stanford department), translational innovation governance, and data-driven healthcare strategy applicable to Dexcom’s biosensing roadmap .
Equity Ownership
- Beneficial ownership at Dexcom: Not disclosed as of the March 13, 2025 record date (pre-appointment); therefore absent from the 2025 proxy beneficial ownership table .
- Grants received: Initial RSU award of $500,000 at appointment with 3-year annual vesting; eligible for ~$345,000 annual RSU grant at/around the 2026 meeting; number of units is set using the value-based approach and a 30-trading-day average price pre-grant .
- Policies: Director stock ownership guideline of 2x annual equity grant, 5-year compliance window; anti-hedging/pledging policy; full acceleration at change-in-control .
Governance Assessment
- Alignment and independence: Ashley’s equity-only, time-based RSU compensation and stock ownership guideline strengthen alignment with shareholders; the Board explicitly determined independence and disclosed no related-party transactions under Item 404(a) .
- Committee effectiveness: Placement on Nominating & Governance and Technology leverages his expertise in compliance/governance oversight and digital health/cyber/data risks, aligning with committee charters focused on enterprise risk, ESG, and technology risk oversight .
- Compensation structure quality: No cash retainers, no dividend equivalents on unvested awards, no tax gross-ups, anti-repricing in the plan, and clawback/recoupment provisions embedded in the equity plan signal strong governance and pay discipline .
- Potential conflicts and monitoring: Extensive external roles (biotech founder; AstraZeneca director) require ongoing monitoring for potential future related-party transactions; current filing affirms none exist and independence was conferred .
- Board engagement context: Dexcom’s Board and committees demonstrate high meeting cadence and strong overall attendance; Ashley’s appointment post-2025 proxy means his personal attendance will be reportable in the next proxy cycle .