8-KLeadership ChangesExhibits & Filings

DEXCOM INC 8-K Report, Executive Changes (May 23, 2008)

Filed May 23, 2008For Securities:DXCM

Summary

DexCom, Inc. (DXCM) has filed an 8-K report detailing a significant change in its Board of Directors. Effective May 20, 2008, the company appointed Jonathan T. Lord, M.D., as a Class III director. This appointment is a key event for investors as it signifies potential contributions to the company's governance and strategic direction, particularly given Dr. Lord's expected involvement in the Compensation and Nominating and Governance Committees. The compensation package for Dr. Lord includes an annual retainer with a significant portion payable in company stock, alongside stock options granted upon joining and annually thereafter. These stock-based compensation elements are designed to align Dr. Lord's interests with those of shareholders and reflect the company's investment in experienced leadership.

Key Highlights

  • 1Appointment of Jonathan T. Lord, M.D. as a Class III director, with his term expiring in 2011.
  • 2Dr. Lord is expected to serve on the Compensation Committee and the Nominating and Governance Committee, enhancing board oversight.
  • 3Standard non-employee director compensation package includes an annual retainer of $30,000, with at least 50% payable in company common stock.
  • 4Upon joining, Dr. Lord received a stock option grant with a Black-Scholes value of $300,000, vesting over 36 months.
  • 5Annual grants of stock options with a Black-Scholes value of $125,000 are to be provided for each additional year of service, vesting over 12 months.
  • 6All stock option exercise prices will be set at the fair market value on the date of grant.
  • 7The company issued a press release on May 23, 2008, announcing Dr. Lord's appointment, which is attached as an exhibit.

Frequently Asked Questions

Jonathan T. Lord, M.D. has been appointed as a Class III director to DexCom's Board. While the filing doesn't detail his specific background, his expected roles on the Compensation and Nominating and Governance Committees suggest the company values his expertise in these critical areas of corporate oversight and strategy.

Dr. Lord will receive an annual retainer of $30,000, with the flexibility to receive at least 50% of this amount in DexCom common stock. Additionally, he received an initial stock option grant valued at $300,000 (Black-Scholes) vesting over three years, and will receive subsequent annual option grants valued at $125,000 (Black-Scholes) vesting over one year.

The stock options are a form of equity-based compensation designed to align Dr. Lord's financial interests with those of DexCom shareholders. The vesting schedules, which require continued service as a director, incentivize long-term commitment and performance. The exercise price being set at fair market value on the grant date is standard practice.

The primary focus of this 8-K filing is the appointment of Dr. Lord to the Board of Directors and the associated compensation details. It also formally lists the press release announcing this appointment as an exhibit.