Nicholas Augustinos
DEXCOMAbout Nicholas Augustinos
Independent director at DexCom, Inc. since November 2009; age 66 as of the 2025 proxy record date. He currently serves as Chair of the Nominating and Governance Committee and is affirmed independent under Nasdaq listing standards. Background spans 38 years in healthcare and health-tech across operating, consulting, and board roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aver, Inc. dba Enlace Health | President & CEO | Dec 2015 – Dec 2018 | Led value-based reimbursement, analytics and payment solutions initiatives. |
| Aver, Inc. dba Enlace Health | Director; Chairman | Director since Sep 2014; Chairman in 2019 | Board leadership and governance oversight. |
| Cardinal Health (NYSE: CAH) | SVP, Health Information Services & Strategy | Nov 2011 – Dec 2015 | Led health information services strategy. |
| Cisco Systems (NASDAQ: CSCO) | Director, Internet Business Solutions Group; Senior Director, Global Healthcare Solutions; Senior Director, Global Healthcare Operations | Mar 2005 – Oct 2011 | Healthcare technology strategy and operations leadership. |
| Deloitte Consulting | Senior role establishing Northern CA healthcare practice | Joined 1992 | Built regional healthcare consulting practice. |
| Healtheon/WebMD (NASDAQ: HLTH) | Customer Experience lead | Joined 1998 | Early-stage health IT leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Health Care Foundation (CHCF) | Director | Active in Mar 2024 | Finance & Investment Committee; Governance Committee Chair for three years. |
| SCAN Foundation | Director | Jun 2011 – Dec 2014 | Governance in senior care policy. |
| Audax Health (now Rally, acquired by Optum) | Director | Mar 2012 – Feb 2014 | Board role during pre-acquisition phase. |
Board Governance
- Independence: Board affirmatively determined Augustinos is independent; independent directors meet in executive sessions.
- Committee assignments: Chair, Nominating & Governance Committee; not a member of Audit, Compensation, or Technology Committees as of March 13, 2025.
- Nominating & Governance Committee details: 4 meetings in 2024; average attendance 88%; scope includes director nomination policy, code of conduct review, compliance risk oversight, and sustainability/ESG oversight.
- Board meetings and attendance: Board met 6 times in 2024; average Board attendance 94%; each director attended ≥75% of applicable meetings except Karen Dahut.
- Lead Independent Director: Mark G. Foletta.
Fixed Compensation (Director)
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual equity retainer (RSUs) | $325,000 | Equity-only retainer; granted post-annual meeting; time-based vesting. |
| Committee chair equity (RSUs) | $20,625 | Nominating & Governance Committee Chair incremental equity. |
| 2024 RSU grant date | May 22, 2024 | Annual director awards granted on this date for 2024. |
| 2024 vesting schedule | Earlier of one-year anniversary or next annual meeting | Time-based vesting for annual RSU awards. |
| Change-in-control treatment | Director RSU vesting accelerates in full | For non-employee directors. |
| 2024 stock awards (grant-date fair value) | $341,728 | Augustinos’ reported 2024 director equity value. |
| Unvested RSUs at 12/31/2024 | 2,618 | Unvested as of year-end. |
| Non-employee director annual cap | $1,500,000 total value (cash + equity) | Plan-level limit on awards and fees per director per year. |
| Cash retainers/meeting fees | None since 2011 | Company discloses equity-only retainer; reimbursement only for reasonable meeting expenses. |
Performance Compensation (Director)
| Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Performance-based awards (PSUs) | No | Non-employee directors are not eligible for “Performance Awards” under the equity plan; director compensation is time-based RSUs. |
For context, PSUs and performance metrics apply to executive officers, not directors.
Other Directorships & Interlocks
- Current public company directorships: None.
- Compensation Committee interlocks: Company discloses no interlocks for the Compensation Committee.
- Related party transactions: None ≥$120,000 involving directors or immediate family since Jan 1, 2024; Audit Committee oversees any such approvals.
Expertise & Qualifications
- 38-year healthcare/health-tech career with senior operating roles at Cardinal Health and Cisco, plus consulting and health IT leadership at Deloitte and Healtheon/WebMD.
- Governance experience includes chairing CHCF Governance Committee and chairing DexCom’s Nominating & Governance Committee (oversight of director qualifications, compliance risks, and ESG).
Equity Ownership
| Category | Amount/Detail |
|---|---|
| Beneficial ownership (as of Mar 13, 2025) | 39,701 shares; less than 1% of outstanding. |
| RSUs vesting within 60 days (included in beneficial ownership) | 2,618 RSUs. |
| Shares held via trust | 37,083 shares (trust where Augustinos is trustee). |
| Shares outstanding (denominator for percent) | 392,107,501 shares. |
| Director stock ownership guidelines | Minimum holding equal to 2× annual equity grant; five-year compliance window. |
| Compliance status | All directors with ≥5 years of service are in compliance (includes Augustinos). |
| Hedging/pledging | Prohibited by policy; company highlights no pledging/hedging. |
Governance Assessment
- Independence and tenure: Independent director since 2009 with deep sector experience; independence affirmed by the Board.
- Committee leadership: As Nominating & Governance Chair, he oversees director qualifications, compliance risk, and sustainability/ESG—core governance controls valued by investors.
- Attendance and engagement: Board met 6 times in 2024 with 94% average attendance; N&G Committee held 4 meetings with 88% average attendance, indicating active committee cadence.
- Pay-for-performance alignment: Director compensation is equity-only via time-based RSUs with change-in-control acceleration; no cash retainers or meeting fees since 2011, aligning director interests with shareholders while avoiding short-term cash incentives.
- Ownership alignment: Holds 39,701 shares with RSUs scheduled to vest; complies with 2× equity grant holding guideline and cannot hedge or pledge, reducing alignment risks.
- Conflicts and related-party exposure: No related-party transactions disclosed for 2024–2025; Compensation Committee interlocks disclosed as none.
RED FLAGS
- None disclosed specific to Augustinos: no related-party transactions; no hedging/pledging; independence affirmed; equity-only director pay; compliance with stock ownership guidelines.