Sadie Stern
DEXCOMAbout Sadie Stern
Sadie M. Stern, age 50, is Executive Vice President and Chief Human Resources Officer at DexCom, Inc., a role she has held since September 2020; previously she led HR at 3D Systems and held senior HR roles at Qualcomm, with earlier experience at LG Electronics and The Walt Disney Company. She holds a B.A. in English (San Diego State University) and an M.A. in Higher Education (University of Denver) . For context on company performance during her tenure, Dexcom reported 2024 GAAP revenue of $4.03B (+11% YoY), operating income of $600.0M (+0.4% YoY), and net income of $576.2M (+6% YoY) , with a 5-year absolute TSR of 42% and 5-year TSR CAGR of 7% through year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3D Systems | EVP, People and Culture | 2017–2020 | Led people and culture during transformation of a tech/manufacturing company |
| Qualcomm | Senior Director, Human Resources | 2012–2017 | Senior HR leadership at a global technology leader |
| LG Electronics | Human Resources roles | Not disclosed | HR leadership experience at a global consumer electronics company |
| The Walt Disney Company | Human Resources roles | Not disclosed | HR experience at a global media/entertainment company |
External Roles
None disclosed in the 2025 proxy statement for Ms. Stern .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $539,791 |
| Target Annual Cash Bonus (% of salary) | 75% |
| Actual Non-Equity Incentive Paid ($) | $0 (no non-equity incentive shown for 2024) |
| All Other Compensation ($) | $11,038 |
Notes:
- Non-CEO NEO base salaries (including Stern) were increased 10–15% in 2024 for market competitiveness and retention; Stern’s salary rose 10% to $548,372 effective 2024 (administrative timing differences vs W-2-based “Summary Compensation Table” figure) .
Performance Compensation
2024 Annual Bonus (Design)
- Company performance metrics: Adjusted Revenue and non-GAAP Operating Margin; CEO also had strategic initiative milestones (metrics framework applies broadly, with CEO having an added element) .
2024 Equity Grants (at Target)
| Award Type | Grant Date | Target Shares (#) | Threshold (#) | Max (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| RSUs | 3/8/2024 | 21,711 | — | — | $2,936,413 | Time-based; vests in equal annual installments over 3 years from grant |
| PSUs | 3/8/2024 | 9,305 | 1,861 | 18,610 | $1,421,246 | Metrics: 1-year Adjusted Revenue and 3-year Relative TSR; earned PSUs vest post-certification |
Design/weighting:
- For non-CEO NEOs (including Stern), equity mix was 70% RSUs / 30% PSUs in 2024; CEO was 50%/50% .
Outstanding Equity (as of 12/31/2024)
| Grant Date | Award Type | Unvested/Unearned (#) | Market Value at $77.77 ($) |
|---|---|---|---|
| 3/8/2022 | RSU | 7,060 | $549,056 |
| 3/8/2022 | PSU (earned & certified) | 5,586 | $434,423 |
| 3/9/2023 | RSU | 14,512 | $1,128,598 |
| 3/9/2023 | PSU (unearned) | 10,886 | $846,604 |
| 3/8/2024 | RSU | 21,711 | $1,688,464 |
| 3/8/2024 | PSU (unearned) | 18,610 | $1,447,300 |
Vesting mechanics:
- RSUs: equal annual installments over three years from respective grant dates .
- PSUs: PSUs include a one-year revenue metric and a three-year Relative TSR component; 2022 PSUs were certified on January 28, 2025, with vesting subject to continued service through the certification date .
2024 realized vesting:
- Shares vested in 2024: 41,001; value realized on vesting: $4,851,478 .
Say-on-Pay context:
- 2024 Say-on-Pay vote support: 90% in favor, indicating broad shareholder support for the program design .
Peer benchmarking:
- Compensation decisions informed by an updated peer group and Aon’s market data; committee targets median range for target total direct compensation and adjusted non-CEO NEO salaries accordingly in 2024 .
Clawback:
- Dodd-Frank-compliant clawback policy adopted in 2023 requires recovery of incentive-based compensation after a restatement, regardless of fault, covering a three-year lookback .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of 3/13/2025) | 41,355 |
| % of Common Stock Outstanding | <1% (basis: 392,107,501 shares outstanding) |
| Stock Options | None disclosed; company did not grant options to NEOs in 2024 |
Ownership Guidelines and Restrictions
- Executive stock ownership guideline: 3x annual base salary for executive officers; compliance expected within 3 years; as of March 13, 2025 all NEOs with 3+ years of service (including Stern) were in compliance .
- Anti-hedging and anti-pledging: Hedging is prohibited; pledging of company stock is not permitted .
Trading Arrangements (potential selling pressure)
| Date | Action | Shares | Plan End Date |
|---|---|---|---|
| 2/20/2025 | Adoption of Rule 10b5-1 trading plan | 22,309 | 5/22/2026 |
| 12/12/2023 | Adoption of Rule 10b5-1 trading plan | 12,825 | 3/11/2025 |
| 12/12/2023 | Termination/modification of prior plan | 4,708 | 3/8/2024 |
Note: Transactions under these plans will be disclosed via Form 4s as executed; the presence of plans indicates structured selling aligned with windows/vesting, not discretionary timing .
Employment Terms
Severance & Change-in-Control (CIC) Plan (coverage for NEOs, including Stern)
| Scenario | Cash Severance | Bonus Multiple | Health Benefits | Equity Treatment |
|---|---|---|---|---|
| Qualifying Termination (outside CIC period) | 12 months base (lump sum) | 1x pro-rated target bonus (lump sum) | Up to 12 months COBRA reimbursement | No automatic acceleration |
| Qualifying Termination (within CIC period; double-trigger) | 24 months base (lump sum) | 2x target bonus (lump sum) | Up to 24 months COBRA reimbursement | 100% acceleration of unvested equity; performance awards per award terms |
Illustrative potential payout for Stern (as of 12/31/2024):
| Scenario | Cash Severance ($) | Bonus ($) | RSU Acceleration ($) | PSU Acceleration ($) | Health ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (No CIC) | 548,372 | 404,843 | — | — | 25,305 | 978,520 |
| Qualifying Termination + CIC (Double-Trigger) | 1,096,744 | 809,687 | 3,366,119 | 984,879 | 50,611 | 6,308,040 |
Other governance features:
- Clawback policy (as above) applies to incentive compensation received after effective date of Nasdaq rules .
- Insider trading policy governs trade windows and prohibits derivatives/shorts .
Investment Implications
- Strong equity alignment and guardrails: Majority of Stern’s 2024 compensation was equity ($4.36M stock awards vs. $0.54M salary), with PSU metrics tied to 1-year revenue and 3-year relative TSR; anti-hedging/anti-pledging and 3x salary ownership guidelines bolster long-term alignment .
- Structured selling reduces signaling risk: Adoption of 10b5-1 plans in Dec-2023 and Feb-2025 suggests pre-programmed, rules-based sales during vesting windows rather than opportunistic selling, which typically lowers adverse selection risk for investors .
- Retention and CIC economics: Outside CIC, severance equals ~1x salary plus 1x pro-rated target bonus; within CIC, 2x salary and 2x target bonus plus full equity acceleration are in line with med-tech peers, supporting retention but creating potential dilution on a change-in-control event .
- Program support and benchmarking: 90% Say-on-Pay support in 2024 and peer-informed pay decisions indicate investor acceptance and market-competitive positioning; fixed pay increases for non-CEO NEOs (including Stern) in 2024 were targeted to retention amid a competitive talent market .
- Business execution backdrop: Pay-for-performance structure (revenue and margin in bonus; revenue and TSR in PSUs) is coherent with 2024 operating results (+11% revenue; positive net/operating income growth), aligning incentives with value creation .