Mark Foletta
DEXCOMAbout Mark G. Foletta
Mark G. Foletta, age 64, is Dexcom’s Lead Independent Director (since November 2015) and has served on the Board since November 2014. He is a seasoned finance executive and board chair, previously CFO/EVP at Tocagen (2017–2020), interim CFO at Biocept (2015–2016), and CFO (SVP/VP Finance) at Amylin Pharmaceuticals (2000–2012); earlier roles include management positions at Intermark and Triton Group, and Audit Manager at Ernst & Young. He holds a B.A. in Business Economics from UC Santa Barbara, is a member of the Corporate Directors Forum, and the Board has determined he qualifies as an “audit committee financial expert” per SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tocagen, Inc. | CFO & EVP | Feb 2017 – Jun 2020 | Public biotech CFO; oversight of financial reporting & capital markets experience |
| Biocept, Inc. | Interim CFO | Aug 2015 – Jul 2016 | Early-stage diagnostics; interim stabilization and finance leadership |
| Amylin Pharmaceuticals, Inc. | CFO (SVP Finance; previously VP Finance) | 2000 – Aug 2012 | Led finance through sale to Bristol Myers-Squibb; deep biotech/pharma finance |
| Intermark, Inc.; Triton Group Ltd. | Management positions | 1986 – 2000 | Corporate finance and operations roles |
| Ernst & Young | Audit Manager | Prior to 1986 | Audit/accounting foundation |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| AMN Healthcare Services, Inc. | Chairman of the Board; Audit Committee member | 2012 | Board leadership; audit oversight |
| Enanta Pharmaceuticals, Inc. | Director; Audit Committee member | Jul 2020 | Audit oversight at public biopharma |
Board Governance
- Positions: Lead Independent Director; Audit Committee Chair .
- Independence: All directors are independent except the CEO; Audit Committee members meet Nasdaq/SEC independence requirements .
- Lead Independent Director responsibilities include presiding over executive sessions, agenda coordination with Chair, serving as liaison, and direct stockholder communication when appropriate .
- Meetings and attendance:
- Board met 6 times in FY2024; all directors (except one director, Karen Dahut) attended ≥75% of aggregate Board and committee meetings .
- Audit Committee held 8 meetings in 2024; average Audit Committee attendance was 96% .
- Majority voting and resignation policy in uncontested elections enhances accountability .
Fixed Compensation
| Element | Amount/Detail | 2024 Timing/Vesting |
|---|---|---|
| Stock Awards (RSUs) – Foletta | $388,066 grant-date fair value | Annual RSUs granted May 22, 2024; vest on earlier of 1-year anniversary or next annual meeting, subject to service |
| Unvested RSUs (as of Dec 31, 2024) – Foletta | 2,973 units | Time-based vesting per annual grant terms |
| Annual Equity Retainer (Non-Employee Directors) | $325,000 value-based (RSUs) | Grants immediately following annual meeting; vest as above |
| Role-Based Equity – Lead Independent Director | $40,000 additional equity value (RSUs) | Vests with annual award; accelerated upon change in control |
| Role-Based Equity – Audit Committee Chair | $27,500 additional equity value (RSUs) | Vests with annual award; accelerated upon change in control |
| Initial Appointment Equity Grant | $500,000 value-based (RSUs) | Vests over 3 years in equal annual installments |
Dexcom’s director compensation is equity-only in the form of time-based RSUs; other than RSU-based initial and annual retainers, no other equity or non-equity compensation has been paid to non-employee directors since 2011 (reasonable meeting expenses reimbursed) .
Performance Compensation
| Performance Metric | Applicable to Director Awards? | Notes |
|---|---|---|
| TSR percentile; revenue/EBITDA growth; ESG goals | No | Non-employee director awards are time-based RSUs; no performance-based metrics disclosed for director equity . |
Other Directorships & Interlocks
| Company | Relationship to DXCM | Potential Interlock/Conflict | Status |
|---|---|---|---|
| AMN Healthcare Services, Inc. | External board chaired by Foletta | Healthcare workforce provider; no disclosed transactions with Dexcom | No related-party transactions >$120,000 since Jan 1, 2024 |
| Enanta Pharmaceuticals, Inc. | External board (Audit member) | Biopharma; no disclosed transactions with Dexcom | No related-party transactions >$120,000 since Jan 1, 2024 |
- Compensation committee uses independent consultant Aon for pay benchmarking; committee interlocks disclose none (no executives serving on other boards’ comp committees creating reciprocal ties) .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) determined by the Board .
- Deep CFO/biotech-pharma finance experience (Amylin, Tocagen, Biocept) .
- Education: B.A. in Business Economics, University of California, Santa Barbara; member, Corporate Directors Forum .
Equity Ownership
| Holder | Beneficial Ownership (#) | Composition | % of Shares Outstanding |
|---|---|---|---|
| Mark G. Foletta | 59,371 | 56,398 shares held by a trust + 2,973 RSUs vesting within 60 days | * (<1%) |
| Shares Outstanding (Record Date) | 392,107,501 | — | — |
- Non-employee director stock ownership guideline: 2× annual equity grant; compliance required within 5 years; all directors with ≥5 years of service are in compliance as of Record Date (Foletta qualifies) .
- Anti-hedging/pledging: company prohibits hedging; governance highlights state “No pledging or hedging of Company securities” .
Governance Assessment
- Strengths:
- Independent leadership: Lead Independent Director with defined authorities; Audit Chair; Board independence strong (all directors except CEO independent) .
- Financial oversight: Board determination that Foletta is an audit committee financial expert; Audit Committee met 8 times with high average attendance (96%) .
- Alignment: Equity-only director compensation via RSUs; ownership guidelines (2× annual grant) and anti-hedging/anti-pledging policies reinforce alignment with shareholders .
- Accountability: Majority voting standard with resignation policy for directors failing to receive majority support .
- Watch items:
- CEO also serves as Chairperson; mitigated by empowered Lead Independent Director, but still a concentration of roles to monitor .
- Director awards are time-based RSUs without performance metrics; while typical for boards, it reduces explicit pay-for-performance linkage at the director level .
- Multiple external board responsibilities (AMN chair; Enanta audit) could pose bandwidth considerations; however, no related-party transactions disclosed and no compensation committee interlocks .
- Attendance/engagement: Board-wide average attendance of 94%; all directors except one attended ≥75% (Foletta meets threshold) .
No related-party transactions involving Foletta or other directors above $120,000 since Jan 1, 2024; Audit Committee oversees related-party transaction approvals, reducing conflict risk .