DexCom Inc.
12/22/2025 | Press release | Distributed by Public on 12/22/2025 15:35
Management Change/Compensation (Form 8-K)
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously reported on the Current Report on Form 8-K filed on July 30, 2025, the Board of Directors (the "Board") of DexCom, Inc. ("Dexcom" or the "Company") appointed Jacob S. Leach, President and Chief Operating Officer, as the President and Chief Executive Officer and as a director of the Company, effective January 1, 2026, following Kevin R. Sayer's resignation, effective as of such date. Mr. Leach has served as Dexcom's interim principal executive officer in addition to his other duties since Mr. Sayer's medical leave of absence, as previously reported on the Current Report on Form 8-K filed September 15, 2025.
In connection with Mr. Leach's promotion to Chief Executive Officer, effective as of January 1, 2026, on December 19, 2025, Mr. Leach entered into an offer letter with the Company providing for an annual base salary of $1,150,000 and annual target bonus opportunity equal to 150% of his base salary. Pursuant to the terms of his offer letter, the Company also agreed to grant Mr. Leach restricted stock units with a fair value of $7,500,000, vesting annually over the three years following the date of grant, subject to Mr. Leach's continued service. Also pursuant to the terms of his offer letter, the Company agreed to grant Mr. Leach performance stock units with a target fair value of $7,500,000, to vest if certain performance conditions established by the compensation committee are met, and subject to Mr. Leach's continued service. Mr. Leach remains eligible to participate in the Company's Amended and Restated Severance & Change in Control Plan as an executive officer and further remains eligible to participate in the employee benefit plans that Dexcom offers to its other employees.
The Board currently expects Mr. Sayer to return on or about March 2026 from his medical leave of absence. Mark Foletta will remain interim Chairman of the Board until Mr. Sayer's return.
Biographical and other information for Mr. Leach is set forth in Dexcom's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2025, and is incorporated herein by reference. There is no arrangement or understanding between Mr. Leach and any other persons pursuant to which such person was selected as an officer. There are no family relationships among any of Dexcom's directors or executive officers and Mr. Leach, and Mr. Leach does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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