Michael Brown
DEXCOMAbout Michael Brown
Michael J. Brown, 55, is Executive Vice President and Chief Legal Officer at DexCom, Inc., responsible for global legal and IP matters; he joined Dexcom in January 2022 after partner roles at DLA Piper and Stradling Yocca Carlson & Rauth advising tech and life sciences companies on governance, M&A, and financings . During Brown’s tenure, Dexcom delivered 2024 GAAP revenue of $4.03B (+11% YoY) and non-GAAP operating margin of 18.8% as the company launched Stelo OTC biosensor and expanded G7/ONE+ access; five-year absolute TSR to year-end 2024 was 42% (7% CAGR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DLA Piper | Partner | 2017–2022 | Outside GC to growth companies; executed M&A/financings; governance advisory |
| Stradling Yocca Carlson & Rauth | Partner | Not disclosed | Counsel to emerging/public tech and life sciences; corporate and transactional work |
| Multiple high-growth companies | Outside General Counsel | Not disclosed | General counsel services for scaling operations and transactions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Riding on Insulin (non-profit) | Board Member | Not disclosed | Community linkages in diabetes; stakeholder engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 491,918 | 546,647 | 596,886 |
| Target Bonus (%) | — | 75% | 75% |
| Actual Annual Bonus ($) | 402,143 | 660,077 | 0 (no 2024 bonuses paid) |
| All Other Compensation ($) | 27,435 | 8,886 | 10,350 |
Notes:
- 2024 salary set at $606,375 in program design; SCT reflects salary earned ($596,886) due to pay-cycle timing .
Performance Compensation
2024 Equity Grants (at target)
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 3/8/2024 | 21,711 | 2,936,413 |
| PSUs | 3/8/2024 | 9,305 target; up to 18,610 max | 1,421,246 (Monte Carlo for TSR) |
| Total | 3/8/2024 | 31,016 | 4,357,659 |
- Mix: 70% RSUs / 30% PSUs for non-CEO NEOs (Brown) .
- RSU vesting: equal annual installments over 3 years from grant date; new-hire RSUs vest over 4 years .
- PSU design: 1-year corporate metric (Adjusted Revenue) and 3-year Relative TSR vs Nasdaq Composite; combined multiplier 0–200% .
2024 Annual Bonus Plan Outcomes
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted Revenue | Not disclosed (primary) | ≥$4.15B threshold | $4.03B (below threshold) | 0% for revenue component |
| Non-GAAP Operating Margin | Not disclosed (secondary) | ≥18.0% threshold | 18.8% (met) | Eligible, but overall payout zero as company objectives not met |
| Individual Performance | Discretionary | — | — | Not applied (plan payout zero) |
- Result: No 2024 bonuses paid to NEOs; all Brown’s 2024 cash bonus = $0 .
- 2024 PSUs: Corporate metric not achieved; no vesting credit from 2024 revenue component; TSR component continues through 12/31/2026 but corporate failure means zero earned PSUs for 2024 grants .
Equity Ownership & Alignment
| Category | Value/Detail |
|---|---|
| Direct Beneficial Ownership (3/13/2025) | 19,112 shares |
| Shares Outstanding (Record Date) | 392,107,501 |
| Ownership % | ~0.0049% (19,112 ÷ 392,107,501) |
| Unvested RSUs (12/31/2024) | 60,303 shares (2022: 24,080; 2023: 14,512; 2024: 21,711) |
| Unvested PSUs (12/31/2024) | 29,496 shares (2023: 10,886; 2024: 18,610) subject to performance |
| Market value of unvested RSUs (12/31/2024) | $4,689,764 (at $77.77) |
| Market value of unearned PSUs (12/31/2024) | $2,293,904 (at $77.77) |
| 2024 Vested Shares | 19,293 shares; value realized $2,609,378 |
| Ownership Guidelines | 3x base salary for executive officers; compliance required within 3 years |
| Compliance Status | All NEOs ≥3 years of service were in compliance as of 3/13/2025 |
| Hedging/Pledging | Prohibited by policy; anti-hedging and no pledging |
Implications for selling pressure:
- RSU vesting creates regular, scheduled deliveries (3-year straight-line from grant), which can lead to tax-related sales; however, no options outstanding reduces pressure from cashless exercises .
Employment Terms
| Provision | Outside Change-of-Control | Double-Trigger Change-of-Control |
|---|---|---|
| Cash Severance | 12 months base salary | 24 months base salary |
| Bonus Component | 1x prorated target bonus | 2x annual target bonus |
| COBRA Benefits | Up to 12 months | Up to 24 months |
| Equity Acceleration | None (standard plan terms apply) | 100% of unvested equity awards; PSUs per award agreements and plan terms |
| Qualifying Termination | Involuntary termination (not for cause) or resignation for good reason per plan definitions |
PSU change-of-control mechanics:
- If CoC before end of corporate period: PSUs earned at target corporate multiplier × TSR metric through closing; treated like unvested RSUs for acceleration .
- If CoC after corporate period: PSUs earned based on actual corporate result × TSR metric through closing; treated like unvested RSUs .
- If acquirer refuses to assume/replace: immediate 100% acceleration of earned PSUs at CoC .
Other governance/compliance:
- Clawback policy compliant with Dodd-Frank/Nasdaq; recovers incentive comp for restatements up to 3 years, without regard to fault .
- Anti-hedging/insider trading windows enforced; trading limited to open windows .
Compensation Structure Analysis
- Mix shift: Non-CEO NEO PSU weighting increased from 20% to 30% in 2024, raising performance-linked equity exposure; RSUs remained 70% for retention/ownership culture .
- No stock options: Dexcom does not grant options; outstanding awards are RSUs/PSUs only, reducing reprice risks and underwater option issues .
- Pay-for-performance rigor: 2024 Adjusted Revenue threshold ($4.15B) not met; despite margin threshold achievement, zero annual bonuses paid, and 2024 PSUs failed corporate gate—demonstrating strict governance linkage to results .
- Peer alignment: Compensation aims around peer group median with advisor Aon; annual review of peer set across medtech/life sciences and scaled SaaS .
Multi-Year Compensation Summary (SCT)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 491,918 | 546,647 | 596,886 |
| Stock Awards ($) | 4,824,782 | 3,127,182 | 4,357,659 |
| Non-Equity Incentive ($) | 402,143 | 660,077 | — (0) |
| All Other Comp ($) | 27,435 | 8,886 | 10,350 |
| Total ($) | 5,746,278 | 4,342,792 | 4,964,895 |
Vesting Schedules and Outstanding Awards (as of 12/31/2024)
| Grant | Type | Shares Not Vested | Market Value ($) at $77.77 | Vesting Terms |
|---|---|---|---|---|
| 3/8/2022 | RSU | 24,080 | 1,872,702 | 4-year, equal annual installments |
| 3/8/2023 | RSU | 14,512 | 1,128,598 | 3-year, equal annual installments |
| 3/8/2024 | RSU | 21,711 | 1,688,464 | 3-year, equal annual installments |
| 3/8/2023 | PSU | 10,886 (max basis shown) | 846,604 | 2023 corporate metric (achieved >target for reporting max), TSR to 12/31/2025; vest subject to service through certification |
| 3/8/2024 | PSU | 18,610 (max basis shown) | 1,447,300 | 2024 corporate metric failed; TSR to 12/31/2026; overall earned PSUs for 2024 = 0 |
Perquisites and Deferred Compensation
- Perquisites: Minimal; Brown’s “All Other Compensation” was $10,350 in 2024 (primarily 401(k) match/misc.) .
- Deferred Compensation: Executive deferral of $28,729 in 2024; aggregate plan balance $1,048,506; earnings $205,939 in 2024 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited—alignment positive .
- Clawback: Strong, no-fault restatement recovery—discipline on incentive pay .
- Gross-ups: Plan prohibits tax gross-ups on equity plans; no Brown-specific tax gross-up disclosed .
- Related Party Transactions: None requiring disclosure since 1/1/2024 .
- Say-on-Pay: 90% approval at 2024 meeting—shareholder support for program design .
Investment Implications
- Strong pay-performance alignment: Failure to meet revenue gate drove zero cash bonuses and zero earned 2024 PSUs, signaling disciplined comp governance; future realized pay for Brown is leveraged to multi-year TSR and revenue execution .
- Limited forced-selling risk: No options, but sizable RSU pipeline (60K unvested) implies scheduled vesting/tax liquidity; anti-hedging/ownership rules maintain alignment and reduce speculative activity .
- Retention economics robust in change-of-control: Double-trigger 2x salary + 2x bonus and full equity acceleration support continuity through strategic events; outside CoC terms are modest (12 months + 1x prorated target), balancing retention with shareholder protection .
- Legal and governance posture: Comprehensive clawback and anti-hedging policies reduce headline risk; non-existence of related-party transactions and high Say-on-Pay support mitigate governance concerns .