DEXCOM INC 8-K

What Happened
DexCom Inc. announced (Form 8-K filed Dec 22, 2025) that Jacob S. Leach will be promoted to President and Chief Executive Officer and appointed a director, effective January 1, 2026, following Kevin R. Sayer’s resignation effective that date. Mr. Leach has been serving as interim principal executive officer since Mr. Sayer’s medical leave. An offer letter dated December 19, 2025 sets Mr. Leach’s compensation and equity awards in connection with the promotion.

Key Details

• Effective date: January 1, 2026 (appointment as President, CEO and director).
• Cash pay: annual base salary of $1,150,000 and an annual target bonus opportunity equal to 150% of base salary.
• Equity awards: restricted stock units (RSUs) with a fair value of $7,500,000 vesting annually over three years; performance stock units (PSUs) with a target fair value of $7,500,000 subject to performance conditions and continued service.
• Benefits/severance: remains eligible for the company’s executive severance & change in control plan and standard employee benefit plans.
• Board/leadership note: the filing also states the Board currently expects Mr. Sayer to return from medical leave around March 2026 and that Mark Foletta will remain interim Chairman until Mr. Sayer’s return.

Why It Matters
This 8-K documents a formal leadership transition and the compensation package for the new CEO. Investors should note the timing (effective Jan 1, 2026), the meaningful equity incentives (about $15 million target value split between RSUs and PSUs) and the high target cash bonus (150% of salary) — all indicate how the company is structuring pay to align Mr. Leach with performance and retention. The filing also confirms continuity elements (Leach’s prior interim role and eligibility for existing benefit/severance plans) and the Board’s expectation about Mr. Sayer’s medical leave timeline, which may affect short-term governance and leadership perception.