Richard Collins
DEXCOMAbout Richard A. Collins
Richard A. Collins (age 68) has served as an independent director of Dexcom since March 2017. He is a former senior UnitedHealthcare executive (CEO, Northeast Region; President, Individual Line of Business; Chairman/CEO of Golden Rule Financial) and later a self‑employed consultant (2014–2023). He holds a B.S. from Maine Maritime Academy and completed an executive development program at Harvard’s Kennedy School; he was formerly an NACD Board Leadership Fellow . Collins is currently independent under Nasdaq standards and a member of Dexcom’s Audit and Nominating & Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealthcare | CEO, Northeast Region | 2011–2013 | Led regional P&L across multiple subsidiaries (Oxford Health Plans, MAMSI, UHC Insurance Co. of NY) |
| UnitedHealthcare | President – Individual Line of Business; Chairman & CEO, Golden Rule Financial | 2005–2012 | Grew individual business; leadership across pricing, underwriting, healthcare economics |
| Self‑employed | Consultant | 2014–2023 | Healthcare strategy/executive advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairbanks Hospital (IN) | Director (prior) | N/A | Governance oversight |
| The Nature Conservancy – Indiana | Director (prior) | N/A | Environmental stewardship oversight |
| United Healthcare Children’s Foundation | Director (prior) | N/A | Philanthropic/healthcare access |
| Council for Affordable Health Insurance | Director (prior) | N/A | Policy/industry advocacy |
| Public company directorships | None current | — | — |
Board Governance
- Independence: Board determined Collins to be independent; all standing committees comprised entirely of independent directors .
- Committee assignments (2024–2025): Audit member; Nominating & Governance member .
- Attendance: Board met six times in 2024; each director met ≥75% attendance (exception noted for another director). Average board attendance 94% (2024) .
- Executive sessions and oversight: Lead Independent Director structure in place; independent directors meet in executive session; committees oversee risk (Audit: financial risk; N&G: legal/ESG; Technology: cybersecurity) .
- Anti‑hedging/pledging: Policy prohibits hedging and pledging of company stock .
- Clawback: Dodd‑Frank compliant compensation recovery policy adopted Aug 2023 (primarily applicable to officers) .
Fixed Compensation (Non‑Employee Director Program)
| Element | 2024 Structure | 2025 Structure | Vesting/Notes |
|---|---|---|---|
| Annual equity retainer (RSUs) | $325,000 | $325,000 | Vests in one installment on earlier of 1‑year anniversary or next AGM |
| Initial appointment grant (RSUs) | $500,000 | $500,000 | 3‑year ratable vesting |
| Audit Chair | $27,500 (equity) | $27,500 (equity) | Paid as RSUs |
| Comp Chair | $20,625 | $20,625 | RSUs |
| Tech Chair | $20,625 | $20,625 | RSUs |
| N&G Chair | $13,700 | $20,625 | RSUs |
| Audit member | $12,500 | $12,500 | RSUs |
| Comp member | $10,000 | $10,000 | RSUs |
| Tech member | $10,000 | $10,000 | RSUs |
| N&G member | $7,500 | $10,000 | RSUs |
- Program design: All director compensation is equity (time‑based RSUs); no cash retainers or meeting fees; change‑in‑control accelerates vesting .
- Ownership guidelines: Directors required to hold ≥2x annual equity grant within five years; all with ≥5 years of service are compliant as of record date .
Performance Compensation
- None for directors. Director equity awards are time‑based RSUs; no performance metrics apply to non‑employee director pay .
Director Compensation – Individual (Reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards ($) – grant date fair value | $345,898 | $343,555 |
| Unvested RSUs (#) at year‑end | 2,906 | 2,632 |
Notes: Year‑over‑year change in Collins’ reported grant-date value reflects share price mechanics (30‑day average before grant) and committee grant mix; the underlying value framework remained aligned to the equity schedule above .
Other Directorships & Interlocks
- Current public boards: None .
- Compensation Committee interlocks: None reported; no member accepted compensatory fees from Dexcom .
Expertise & Qualifications
- Deep payer/managed care expertise (pricing, underwriting, healthcare economics) and leadership across multiple UHC subsidiaries, relevant to Dexcom’s reimbursement, access, and payer strategy .
- Education/credentials: B.S. (Maine Maritime Academy); executive program at Harvard Kennedy School; former NACD Board Leadership Fellow .
Equity Ownership
| Holding detail | As of Mar 27, 2024 | As of Mar 13, 2025 |
|---|---|---|
| Beneficial ownership (total shares) | 39,310 (includes 2,906 RSUs vesting within 60 days; 36,404 via trust) | 41,942 (includes 2,632 RSUs vesting within 60 days; 39,310 via trust) |
| Percent of outstanding | <1% | <1% |
| Pledged/hedged shares | Prohibited by policy | Prohibited by policy |
Alignment implications: All‑equity director pay, ownership guidelines, and anti‑pledging/hedging policies support long‑term alignment; Collins’ ownership increased modestly year‑over‑year within a <1% ownership context .
Say‑on‑Pay & Shareholder Feedback (Context for Board Oversight)
- 2024 Annual Meeting (May 22, 2024): Say‑on‑Pay approved (Votes For 307,911,432; Against 33,397,226; Abstentions 800,921; broker non‑votes 20,320,521). For as % of For+Against ≈ 90.2% .
- 2024 Director election support (Collins): Votes For 336,264,527; Against 5,148,005; Abstentions 697,047; broker non‑votes 20,320,521. For as % of For+Against ≈ 98.5% .
- Program governance: Company emphasizes majority voting, proxy access, independent committees, and annual board/committee self‑evaluations .
Related‑Party Transactions and Conflicts
- Policies: Audit Committee reviews related‑party transactions; Code of Conduct and Insider Trading/Anti‑Hedging policies in place .
- Disclosures: Apart from the employment of the CEO’s son in 2022, no related‑party transactions above $120,000 were disclosed since January 1, 2022; no Collins‑specific related‑party transactions disclosed .
Governance Assessment
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Strengths
- Independent status with finance/payer expertise enhances oversight of reimbursement, pricing, and access risk—highly relevant to Dexcom’s business model .
- Service on Audit and Nominating & Governance Committees places Collins at the center of financial reporting, internal controls, compliance, and ESG risk oversight .
- All‑equity director pay, stock ownership guidelines (2x retainer), and anti‑pledge/hedge policy reinforce alignment; no cash retainers or meeting fees reduce perceived short‑termism .
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Watch items / potential red flags
- None disclosed specific to Collins. No related‑party transactions; high director election support; attendance met policy thresholds. Anti‑hedging/pledging and clawback policies are in place at the company level (clawback focused on officers) .
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Investor takeaways
- Collins’ background suggests strong board effectiveness in payer strategy and unit economics, useful amid reimbursement and coverage expansion initiatives. His committee roles and independence, coupled with equity‑only compensation and compliance with ownership policies, are positive signals for investor confidence .