Rimma Driscoll
DEXCOMAbout Rimma Driscoll
Rimma Driscoll, age 52, has served as an independent director of DexCom, Inc. since August 2023. She is Executive Vice President and Head of Global Strategy, Commercial and Business Development, and Global BioDevices at Zoetis; previously she held Senior Vice President, Business Development (Jan 2020–Nov 2022) and Vice President, Business Development and Commercial Alliances (2016–Jan 2020) at Zoetis, after 21 years at Procter & Gamble leading global business development and strategic alliances across pharmaceuticals, consumer healthcare, beauty care, and new ventures. She holds an MBA from Xavier University’s Williams College of Business and a BS in Chemistry from Bowling Green State University; she also serves on the board of Pumpkin Insurance (pet preventive care and insurance). The Board has affirmatively determined she is independent under Nasdaq listing standards. She serves on Dexcom’s Audit Committee and Technology Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoetis Inc. | EVP & Head of Global Strategy, Commercial & BD, and Global BioDevices (current) | 2016–present; prior: SVP BD (Jan 2020–Nov 2022); VP BD & Commercial Alliances (2016–Jan 2020) | Oversees global strategy, commercial launches, external BD/M&A and integrations; oversight of Global BioDevices |
| Procter & Gamble | Global Business Development & Strategic Alliances leadership across pharma, consumer health, beauty, new ventures | 21 years | Led BD and alliances across multiple businesses |
External Roles
| Organization | Role | Public Company Directorship? | Notes |
|---|---|---|---|
| Zoetis Inc. | Executive Vice President | No (officer role) | Fortune 500 animal health company |
| Pumpkin Insurance | Board member | Private | Preventive care and pet insurance |
| Other public company boards | None disclosed | — | — |
Board Governance
| Item | Detail | Notes |
|---|---|---|
| Independence | Independent director (affirmatively determined by the Board) | Nasdaq independence; independent-only standing committees |
| Committees | Audit Committee (member); Technology Committee (member) | As of March 13, 2025 |
| Committee meetings (FY 2024) | Audit: 8 meetings; Technology: 4 meetings | Board met 6 times |
| Committee attendance (FY 2024) | Audit Committee avg attendance: 96%; Technology Committee avg attendance: 88% | Committee members independent |
| Board attendance | 2024 average board meeting attendance: 94%; each director attended ≥75% of applicable meetings except Karen Dahut | Annual meeting attendance: all directors serving at that time attended in 2024 |
| Election results (2024) | Votes For: 341,157,887; Against: 256,345; Abstentions: 695,347; Broker Non-Votes: 20,320,521 | Strong shareholder support |
Fixed Compensation
| Component (Non-Employee Director Program) | Amount | Vesting/Terms | Applies to Driscoll in FY 2024 |
|---|---|---|---|
| Annual Equity Retainer (RSUs) | $325,000 | Vests on earlier of 1-year from grant or next annual meeting | Yes |
| Audit Committee Member RSU | $12,500 | Same as annual grant | Yes |
| Technology Committee Member RSU | $10,000 | Same as annual grant | Yes |
| Initial Appointment Equity Grant | $500,000 | Vests over 3 years in equal annual installments | Program term (her appointment was Aug 2023) |
| Grant Date (FY 2024 annual awards) | May 22, 2024 | Annual non-employee director RSUs grant date | Yes |
| Stock Awards recognized (ASC 718) | $343,555 | Grant-date fair value per FASB ASC 718 | Driscoll’s 2024 value |
| Unvested RSUs as of 12/31/2024 | 5,304 | Unvested balance at year-end | Driscoll |
| Change-in-control treatment | Accelerated vesting in full of outstanding non-employee director equity awards | Single-trigger acceleration for directors | Program term |
| Cash retainers/meeting fees | None (equity-only since 2011; expense reimbursement permitted) | Equity RSUs only; reasonable expense reimbursements | Program philosophy |
Performance Compensation
| Element | Metric | Target/Measurement | Notes |
|---|---|---|---|
| Performance-based equity for directors | None disclosed | N/A | Non-employee director compensation is time-based RSUs only; no PSUs/options disclosed for directors |
| Clawback policy | Applies to officers (and additional employees as identified), not disclosed as applying to non-employee directors | Accounting restatement trigger, 3-year lookback, no-fault enforcement | Adopted Aug 2023 |
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Conflict |
|---|---|---|
| External officer role | EVP at Zoetis | No related-party transactions >$120,000 disclosed; not a known Dexcom competitor/customer/supplier per proxy |
| Private board | Pumpkin Insurance | Not related to Dexcom operations |
Expertise & Qualifications
- Corporate strategy, M&A and integration leadership (Zoetis), including oversight of commercial launch plans and BioDevices; brings deal execution and growth strategy expertise to Dexcom’s board.
- 21 years at Procter & Gamble in BD/strategic alliances across healthcare and consumer domains; applicable to partnership structuring and market entry.
- Education: MBA (Xavier University, Williams College of Business) and BS in Chemistry (Bowling Green State University).
- Technology oversight experience via Technology Committee service (cybersecurity, privacy, product pipeline, R&D).
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Common Stock (%) | Breakdown |
|---|---|---|---|
| Rimma Driscoll | 3,968 | * (<1%) | Includes 2,632 RSUs vesting within 60 days of 3/13/2025 and 1,336 shares held directly |
| Shares outstanding (Record Date) | 392,107,501 | — | Basis for percent calculation |
| Ownership Policy | Requirement | Timing | Measurement |
|---|---|---|---|
| Director stock ownership guidelines | Hold Dexcom stock equal to 2× annual equity grant | Within 5 years of joining the Board | Includes vested and unvested time-based RSUs; may sell to cover taxes |
| Risk Controls | Policy | Notes |
|---|---|---|
| Anti-hedging/pledging | Hedging and pledging of Dexcom equity prohibited | Insider Trading Policy bans options/short sales and hedging; no pledging |
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Advisory Vote on NEO Compensation | 307,911,432 | 33,397,226 | 800,921 | 20,320,521 |
Governance Assessment
- Strengths: Independent status; dual committee membership (Audit and Technology) supports oversight of financial reporting, controls, cyber/privacy, and R&D/product pipeline; strong shareholder support in 2024 election; director compensation fully equity-based with stock ownership guidelines and anti-hedging/anti-pledging policies; no related-party transactions >$120,000 reported.
- Watch items: Newer tenure (since 2023) and relatively modest beneficial ownership (<1%) typical for newer directors; external executive responsibilities at Zoetis warrant ongoing monitoring for time commitments and potential indirect conflicts, though none disclosed. Committee average attendance shows Technology Committee at 88% in 2024, below Audit’s 96% but above minimum expectations; Board reported average attendance of 94% and indicated each director met ≥75% threshold except one director (not Driscoll).
No red flags identified in proxy disclosures regarding related-party transactions, hedging/pledging, option repricings, tax gross-ups, or director compensation anomalies.