Kyle Malady
DEXCOMAbout Kyle Malady
Independent director at DexCom, Inc. since October 2020; age 57; B.S. in Mechanical Engineering (University of Bridgeport) and MBA in Finance (NYU Stern). Career spans senior network and technology leadership at Verizon, currently EVP and CEO of Verizon Business Group; serves as Vice Chair of CTIA and on the President’s National Security Telecommunications Advisory Council (NSTAC). Board tenure: 5 years as of the 2025 proxy record date; committee experience spans Nominating & Governance and Technology, with chair responsibilities commencing for Technology effective upon the 2025 Annual Meeting. Independence affirmed under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | EVP & CEO, Verizon Business Group | Current | P&L leadership; enterprise technology strategy |
| Verizon Communications Inc. | EVP Global Networks & Technology; Chief Technology Officer | Aug 2018–Current | Oversight of networks/technology; cybersecurity and infrastructure |
| Verizon Communications Inc. | Head, Core Engineering & Operations (Global Network & Technology) | May 2012–Jul 2018 | Network engineering/operations leadership |
| Verizon Communications Inc. | Vice President, New Product Development | Jun 2005–Apr 2012 | Product development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CTIA (wireless industry association) | Vice Chair of the Board | Current | Industry standards and policy engagement |
| U.S. President’s NSTAC | Council member | Current | National security telecom advisory |
| Verizon Communications Inc. | Senior officer (not director) | Current | Public company officer experience (not a DXCM interlock) |
Board Governance
- Committees: Nominating & Governance (member) and Technology (member); effective upon the 2025 Annual Meeting, Malady becomes Chair of the Technology Committee .
- Committee meeting cadence and attendance: Nominating & Governance met 4 times in 2024; Technology met 4 times in 2024; average committee attendance for both was 88% .
- Board attendance: Board met 6 times in fiscal 2024; every director attended ≥75% of aggregate board/committee meetings except Karen Dahut; Malady met the ≥75% threshold .
- Independence: All standing committee members are independent under Nasdaq/SEC rules; Malady is listed as independent .
- Voting and accountability: Majority voting standard in uncontested elections, with mandatory resignation policy upon failure to secure a majority .
- Governance controls: Anti-hedging and no pledging of company securities; independent director sessions; stock ownership guidelines for directors .
Fixed Compensation
Director compensation is equity-only RSUs (no cash retainers or meeting fees). Grants sized by value (converted to RSU count using 30-day average price). Change-in-control accelerates vesting for directors .
| Element | Value |
|---|---|
| Initial appointment equity grant (RSUs) | $500,000 |
| Annual equity retainer grant (RSUs) | $325,000 |
| Additional annual equity grant – Audit Chair | $27,500 |
| Additional annual equity grant – Compensation Chair | $20,625 |
| Additional annual equity grant – Technology Chair | $20,625 |
| Additional annual equity grant – Nominating & Governance Chair | $20,625 |
| Additional annual equity grant – Lead Independent Director | $40,000 |
| Additional annual equity grant – Audit member | $12,500 |
| Additional annual equity grant – Compensation member | $10,000 |
| Additional annual equity grant – Technology member | $10,000 |
| Additional annual equity grant – Nominating & Governance member | $10,000 |
2024 actual (grant-date fair value) and outstanding unvested RSUs:
| Name | Stock Awards ($) | Unvested RSUs (#) |
|---|---|---|
| Kyle Malady | $341,075 | 2,618 |
Notes:
- Annual director RSU grants made May 22, 2024; vest on the earlier of one-year anniversary or next annual meeting; initial appointment awards vest in three equal annual installments .
- No cash fees; reimbursement limited to reasonable meeting expenses .
Performance Compensation
| Item | Status |
|---|---|
| Performance Awards (PSUs) eligibility for non-employee directors | Not eligible; directors may receive RSUs/Options/SARs, but not ISOs or Performance Awards |
| Director pay-for-performance metrics | None disclosed for directors; philosophy emphasizes long-term alignment via time-based RSUs |
Policies:
- Company maintains a Nasdaq-compliant clawback policy for incentive-based compensation applicable to officers (not specified for directors) .
- Equity plan prohibits option/SAR repricing without shareholder approval; no tax gross-ups; no single-trigger acceleration for executives (director vesting accelerates on change-in-control) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Malady at DXCM |
| Public company officer role | Verizon Communications Inc., EVP & CEO, Verizon Business Group |
| Non-profit/industry boards | CTIA Vice Chair; NSTAC member |
Interlock/conflict screening:
- DXCM reports no related-party transactions >$120,000 since Jan 1, 2024 involving directors or immediate family members .
Expertise & Qualifications
- Deep networks/technology experience, cybersecurity oversight, and large-scale operations leadership from Verizon roles .
- Industry governance exposure via CTIA and NSTAC enhances board oversight of technology and security .
- Education: B.S. Mechanical Engineering, University of Bridgeport; MBA Finance, NYU Stern .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (#) | 18,142 |
| Percent of common stock (%) | <1% (392,107,501 shares outstanding) |
| RSUs vesting within 60 days (#) | 2,613 |
| Shares held directly (#) | 15,529 |
| Hedging/pledging | Prohibited by policy (no pledging or hedging) |
Ownership alignment:
- Director stock ownership guidelines require holdings equal to 2x annual equity grant within five years of joining the board; directors with ≥5 years’ service are in compliance as of the record date (Malady joined in 2020) .
Governance Assessment
- Committee leadership signal: Elevation to Chair of the Technology Committee enhances board oversight of R&D, cybersecurity, privacy, and information technology risk; aligns with Malady’s telecom/networking expertise .
- Independence and attendance: Independent and met ≥75% attendance threshold for 2024; committee attendance averages of 88% indicate active engagement across governance and technology oversight .
- Compensation alignment: Equity-only RSU compensation for directors with no cash retainers or meeting fees, and stock ownership guidelines (2x annual grant) create strong long-term alignment; director awards accelerate on change-in-control but no options/SAR repricing and no hedging/pledging permitted .
- Conflicts/related-party: No related-party transactions reported involving Malady; majority voting with resignation policy enhances accountability and investor confidence .
RED FLAGS: None disclosed specific to Malady. DXCM policy framework mitigates common governance risks (no hedging/pledging; clawback for officers; no repricing; majority voting) .