Kevin Sayer
DEXCOMAbout Kevin Sayer
Kevin R. Sayer, 67, is Chairperson, President and Chief Executive Officer of DexCom, Inc. (DXCM). He has served on the Board since November 2007, has been President since 2011, CEO since January 2015, and Chairperson since July 2018. He holds a B.A. and a Master’s Degree in Accounting and Information Systems from Brigham Young University and is a Certified Public Accountant (inactive) . Under his leadership, Dexcom reported 2024 revenue of $4.03B (+11% YoY), net income of $576.2M (+6% YoY), and operating cash flow of $989.5M (+32% YoY). Non-GAAP operating margin was 18.8% for 2024. Five-year absolute TSR to 12/31/24 was 42%, with 5-year TSR CAGR of 7% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dexcom (Medtronic MiniMed predecessor role) | VP & GM, Medtronic MiniMed | 2001–2002 | Led post-acquisition integration/operations following Medtronic’s acquisition of MiniMed . |
| MiniMed, Inc. | Chief Financial Officer | 1994–2001 | Scaled diabetes-device leader to acquisition by Medtronic . |
| Specialty Laboratories, Inc. | EVP & Chief Financial Officer | 2004–2005 | Corporate finance leadership at clinical lab services company . |
| Biosensors International Group, Ltd. | Chief Financial Officer | 2007–2010 | CFO at interventional cardiology/critical care medtech firm . |
| Independent consultant | Healthcare/medtech consultant | 2002–2004; 2005–2007 | Advised medtech and healthcare companies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company boards; Board committees: none . |
Fixed Compensation
| Metric (CEO) | 2024 | 2023 |
|---|---|---|
| Base salary ($) | 1,157,254 | 1,092,822 |
| Target annual cash bonus (%) | 140% (raised from 130% in 2023) | 130% |
| Target annual cash bonus ($) | 1,620,156 | n/a |
| Actual annual cash bonus ($) | 0 (no 2024 bonus paid) | 1,988,948 |
| All other compensation ($) | 135,432 | 143,535 |
Multi-year compensation mix (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 953,424 | 1,092,822 | 1,157,254 |
| Stock awards ($) | 13,212,746 | 12,486,939 | 14,536,111 |
| Non-equity incentive plan comp ($) | 1,251,370 | 1,988,948 | — (0) |
| All other compensation ($) | 18,112 | 143,535 | 135,432 |
| Total ($) | 15,435,652 | 15,712,244 | 15,828,797 |
Performance Compensation
2024 equity grant design and outcomes:
| Award | Grant date | Shares (#) | Grant-date fair value ($) | Vesting terms | Key terms/outcome |
|---|---|---|---|---|---|
| RSU (Annual) | 3/8/2024 | 51,692 | 6,640,675 | Vests over 3 years in equal annual installments | CEO equity split targeted 50% RSU / 50% PSU in 2024 . |
| PSU (Annual) | 3/8/2024 | Target 51,692; Threshold 10,339; Max 103,384 | 7,895,436 | Performance-based (1-year corporate metric; 3-year relative TSR) | 2024 corporate performance metric threshold not achieved; no vesting for 2024 PSUs . |
| Total 2024 equity | — | 103,384 (RSU+PSU targets) | 14,536,111 | — | Mix ensures long-term alignment and retention . |
2024 annual cash bonus formula and metrics (resulted in zero payout):
| Component | Weighting | Threshold/Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Revenue component | n/d | Threshold: ≥$4.15B | $4.03B (below threshold) | 0% component (below threshold) |
| Non-GAAP Operating Margin component | n/d | Threshold: ≥18.0% | 18.8% (met threshold) | Eligible, but overall bonus = 0% |
| CEO Strategic Initiatives | 20% of CEO target | Pre-set milestones | n/d | 0% overall bonus due to company performance decision |
Additional PSU program terms:
- 2022 PSUs: Earned and certified Jan 28, 2025; vesting subject to continued service through certification date .
- PSU performance periods: 2022 (corp metric 2022; relative TSR through 12/31/2024), 2023 (corp metric 2023; relative TSR through 12/31/2025), 2024 (corp metric 2024; relative TSR through 12/31/2026) .
2024 vesting activity:
| Metric | 2024 |
|---|---|
| Stock awards vested (shares) | 130,442 |
| Value realized on vesting ($) | 16,897,013 |
| Options exercised | None in 2024 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 233,938 (less than 1%) as of March 13, 2025 . |
| Shares outstanding (record date) | 392,107,501 (for % calc) . |
| CEO stock ownership guideline | 6x base salary; CEO in compliance as of Mar 13, 2025 . |
| CEO post-vesting holding requirement | Must hold net shares for ≥12 months post-vesting (limited exceptions) . |
| Hedging/pledging | Company prohibits hedging and pledging of Company securities . |
Outstanding equity as of 12/31/2024:
| Type | Shares unvested/unearned (#) | Value ($) | Vesting/Notes |
|---|---|---|---|
| RSUs (aggregate) | 178,144 | 13,854,258 (at $77.77) | Annual RSUs vest over 3 years in equal annual installments . |
| PSUs (aggregate unearned) | 212,228 | 16,504,972 (at $77.77) | 2022 PSUs earned/certified 1/28/2025; 2023–2024 PSUs in-flight . |
Insider selling pressure indicators:
- Significant annual vesting ($16.9M realized in 2024) can create periodic liquidity needs for tax withholding and diversification, although CEO is subject to a 12-month post-vesting holding period and anti-hedging/pledging constraints .
Employment Terms
Severance & Change-in-Control (CIC) plan design (Amended & Restated, adopted May 18, 2023):
| Scenario | Base salary multiple | Bonus multiple | Health benefits | Equity acceleration |
|---|---|---|---|---|
| Qualifying termination (no CIC) – CEO | 24 months (lump sum) | 1x prorated target (lump sum) | Up to 24 months COBRA | None |
| Qualifying termination within CIC period – CEO (double trigger) | 36 months (lump sum) | 3x target (lump sum) | Up to 36 months COBRA | 100% acceleration; PSUs vest per award terms |
Illustrative potential payments (assuming 12/31/2024 termination):
| Scenario | Cash severance ($) | Non-equity incentive pay ($) | PSU accel. ($) | RSU accel. ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (No CIC) | 2,330,000 | 1,620,156 | — | — | 35,791 | 3,985,947 |
| Qualifying Termination + CIC (Double Trigger) | 3,495,000 | 4,860,467 | 10,831,183 | 8,526,781 | 53,687 | 27,767,118 |
Other protections and policies:
- Nasdaq-compliant clawback policy (adopted Aug 2023); recovery of incentive-based compensation upon certain restatements .
- No single-trigger acceleration; no excise tax gross-ups; no option repricing without shareholder approval .
Board Governance
| Attribute | Detail |
|---|---|
| Roles | Combined Chairperson and CEO (Kevin R. Sayer); Lead Independent Director: Mark G. Foletta . |
| Independence | All directors independent except the CEO . |
| Committees | Four standing committees (Audit; Compensation; Nominating & Governance; Technology); Sayer serves on none . |
| 2024 Board meetings | Six meetings; average attendance ~94%; each director ≥75% attendance except one (Karen Dahut) . |
| Committee attendance 2024 | Audit 96%; Compensation 93%; Nominating & Governance 88%; Technology 88% . |
| Nominee biography snapshot | Age 67; Board since 2007; no committee assignments; no other public boards . |
Dual-role implications:
- Board maintains a Lead Independent Director with defined authorities (agenda-setting coordination, presiding over executive sessions, shareholder outreach), which the Board asserts mitigates potential conflicts inherent in the CEO/Chair combination .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay approval (%) |
|---|---|
| 2024 meeting result (for 2023 comp) | 90% support (votes cast) |
Company Performance Snapshot (context for pay-for-performance)
| Metric (FY2024) | Value |
|---|---|
| GAAP Revenue ($B) | 4.03; +11% YoY |
| GAAP Operating Income ($M) | 600.0 |
| Net Income ($M) | 576.2; +6% YoY |
| Operating Cash Flow ($M) | 989.5; +32% YoY |
| Non-GAAP Operating Margin (%) | 18.8% |
| 5-year absolute TSR (to 12/31/24) | 42% |
| 5-year TSR CAGR | 7% |
Equity Plan Mechanics (select terms)
- Change in control treatment under the equity incentive plan allows for continuation/assumption/substitution or acceleration if the successor refuses; aligns with CIC protections disclosed .
- Director equity/compensation framework and ownership guidelines exist but are not applicable to Sayer as an employee director .
Risk Indicators and Red Flags (observed)
- 2024 annual bonus: 0% payout due to unmet company objectives, indicating guardrails on discretion and pay-for-performance discipline .
- 2024 PSUs: corporate metric below threshold; no vesting—suggests challenging targets and outcome-based equity .
- Policies prohibit hedging/pledging and single-trigger acceleration; clawback in place—reducing governance risk .
- Large unvested equity and sizable CIC protections (3x salary and target bonus; full acceleration) could influence executive retention and M&A dynamics .
Investment Implications
- Pay-for-performance alignment: Zero 2024 bonus and no vesting of 2024 PSUs despite solid margin progress reflect rigorous targets and compensation discipline; equity remains the dominant pay lever (50/50 PSU/RSU for CEO), aligning with long-term TSR and revenue goals .
- Retention vs. overhang: Significant outstanding RSUs/PSUs ($30.36M combined at 12/31/24) support retention but create periodic vesting supply; CEO is subject to a 12-month post-vesting hold, partially mitigating near-term selling pressure .
- Governance balance: Combined CEO/Chair role is offset by a robust Lead Independent Director structure and majority-independent Board/committees; 90% Say-on-Pay support indicates broad shareholder acceptance of the program .
- Downside/Upside asymmetry in CIC: Double-trigger benefits (3x salary and bonus; 100% equity acceleration) are competitive and could reduce perceived personal risk in strategic transactions; investors should factor potential dilution/expense in a change-of-control scenario .
Overall, Sayer’s long tenure, accounting/operational pedigree, and equity-heavy incentives tie realizable pay to growth and TSR. 2024 outcomes (bonus = 0; PSUs not earned) underscore a high bar, while sizable unvested equity and CIC protections bolster retention but can add overhang/transaction optics .