DexCom-2024-Pay-Gap-Disclosure

DexCom 2024 Pay Gap Disclosure

DexCom 2024. James McRitchie’s Proposal for Pay Gap Disclosure is one of several items to be voted on before or during the DexCom Inc. annual meeting on May 22, 2024, at 2:00 pm. Pacific time. You can attend the annual meeting online. However, you must register by 5:00 pm ET on May 20, 2024, so I expect very few shareholders will be in attendance. I wouldn’t assume you can vote during the meeting, but maybe.

Vote AGAINST Sayer, Altman, Augustinos, Collins, Dahut, Heller, Malady, Auditor, Pay. Vote FOR Driscoll, Foletta, Topol, Pay, Pay Equity Disclosure, Transparency in Lobbying. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

I voted with 29% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

DexCom, Inc., a medical device company, focuses on the design, development, and commercialization of continuous glucose monitoring (CGM) systems in the United States and internationally. The company provides its systems for people with diabetes and healthcare providers.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

DexCom 2024 ISS Rating

DexCom, Inc.’s ISS Governance QualityScore as of May 1, 2024, is 5. The pillar scores are Audit: 2; Board: 9; Shareholder Rights: 6; Compensation: 2. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

DexCom 2024: How We Voted

ItemEgan-Jones RecommendationCorpGov.net Votes
1A-1J – Election of DirectorsFOR, WITH EXCEPTION OF
(1A) Kevin R. Sayer, (1B) Steven R. Altman, and (1C) Nicholas Augustinos
FOR Driscoll, Foletta, Topol; AGAINST Sayer, Altman, Augustinos, Collins, Dahut, Heller, Malady
2 – Ratify the Selection of the Company’s Independent Registered Public Accounting FirmAGAINSTAGAINST
3 – Advisory Vote to Approve the Compensation of the Named Executive OfficersFORAGAINST
4 – Shareholder Proposal – Pay Equity DisclosureFORFOR
5 – Shareholder Proposal –  Transparency in LobbyingAGAINSTFOR

DexCom 2024: Considerations and RecommendationsDiligent logo

Diligent has the best tools for looking up voting records and bylaw characteristics, determining how vulnerable companies are on what issues, deciding what proposals might be most productive, etc. I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance. It is good to see that Norges voted Against the CEO and For both shareholder proposals. Calvert voted Against Altman, Augustinos, Collins, Malady; For both shareholder proposals.

Egan-Jones

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DexCom 2024: Directors

Egan-Jones recommended against Sayer as a nonindependent chair, and Altman and Augustinos were assumed nonindependent because the board tenure was over ten years. I agree. Since the nominating committee recommended a nonindependent chair, I voted against additional nominating committee directors, Collins and Malady. Because executives get a golden handshake for an exit that is three times or more their total pay for the current year, I voted against the compensation committee directors Altman, Dahut, and Heller. I voted FOR Driscoll, Foletta, and Topol as a default.

DexCom 2024: Board Items #2-3

Vote AGAINST the Auditor. Even with auditor rotation within the contracted firm, I agree with Egan-Jones that, over time, many are essentially captured. They are troubled when a company contracts with the same firm for over seven years. Ernst & Young LLP has been the auditor for 24 years.

The CEO’s total pay is $15.7M, 184:1 times the median employee pay. That seems like a lot, but I set my default to vote for pay where the ratio is less than 200 times the median pay. However, because executives get a golden handshake for an exit that is three times or more their total pay for the current year, I voted AGAINST.

DexCom 2024: Item #4 Pay Equity Disclosure

This Proposal, written by James McRitchie and submitted by my wife, seeks transparent disclosure of racial & gender pay gaps.

  • White women won’t reach pay equity in the US until 2059, and Black and Latina women will take up to another 150 years at the current rate.

There are two types of pay gap disclosure, and they measure different things. DexCom reports statistically adjusted gaps but not unadjusted medium pay gaps, which address the structural bias that marginalized groups often face regarding job opportunities and pay.

Why is this information important? Companies with fair pay and equal opportunity attract and retain top talent. 83% of younger employees track a company’s commitment to fairness. 70% would switch jobs to work for a fairer company.

Diverse leadership correlates with:

  • Better risk management,
  • Higher profit margins,
  • Stronger Return on Equity and
  • Better stock performance.

These are objectives all stockholders agree on. The European Union will soon require companies to disclose median pay gaps publicly. These disclosures move companies in the right direction. “Fairness” benefits stockholders, employees, the company, and society.

Please vote FOR Proposal #4 – the Racial and Gender Pay Gap Report proposal.

DexCom 2024: Item #5 Transparency in Lobbying

John Chevedden submitted this Proposal. I generally support his proposals. We often file nearly identical proposals at different companies. This one is similar to the Proposal I submitted to Caterpillar Inc. Political spending can adversely impact a company’s reputation, value, and bottom line. The risk is severe when given to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support. Vote FOR Proposal #5.

DexCom 2025: Mark Your Calendar

Stockholders of Dexcom may submit proposals on matters appropriate for stockholder action at meetings of Dexcom’s stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in Dexcom’s proxy materials relating to its 2025 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received by Dexcom no later than December 23, 2024. Such proposals must be delivered to DexCom, Inc., Attn: Corporate Secretary, 6340 Sequence Drive, San Diego, California 92121.

   

DexCom 2024: Related Posts

Intuitive Surgical 2024 Paygap Report

Marriott 2024: Pay Gap Disclosure

DexCom 2023 Pay Equity Disclosure

Caterpillar 2023 Lobbying Disclosure

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