DaVita : Proxy Statement (investors proxy statement 2026)
DVA
Published on 05/04/2026 at 12:23 pm EDT
Notice of 2026 Annual Meeting and Proxy Statement
April 22, 2026
As we reflect on 2025, we're grateful for the strength, agility, and dedication of our caregivers. In a dynamic healthcare environment marked by ongoing change, they delivered life-sustaining care while advancing our strategy and creating long-term value for our stakeholders.
Our clinical and operational focus drove several defining achievements. Specifically, in 2025, we:
Advanced Integrated Kidney Care (IKC), our comprehensive value-based kidney care program, where patients achieved differentiated clinical outcomes, including higher rates of permanent vascular access, fewer bloodstream infections, and greater adoption of home dialysis. This clinical performance contributed to IKC reaching profitability ahead of expectations.
Empowered 8,000+ DaVita patients to receive a kidney transplant.
Expanded our international footprint by closing our acquisition in Brazil, extending our high-quality care model as the provider caring for the most dialysis patients around the world.1
Continued as an industry leader under the Centers for Medicare & Medicaid Services (CMS) Five-Star Rating System for the most-recently reported performance year.2
Delivered on our financial commitments-with 2025 performance in-line with our long-term growth targets of 3 to 7 percent adjusted operating income and 8 to 14 percent in adjusted diluted earnings per share from continuing operations.
In the backdrop of achieving these highlights, our response to an April cybersecurity incident stands out. Through the resilience of our frontline caregivers and the expertise of our technology teams, we activated contingency plans and provided continued care across more than 3,000 dialysis centers worldwide. We emerged from this experience stronger.
That strength is powered by our more than 78,000 teammates (employees) worldwide. Engagement remains a differentiator, with our most recent survey reaching a five-year high of 85 percent. We continue to invest in our teams through programs like Clinical Ladders, which offers clear pathways to career advancement, and Bridge to Your Dreams, where 400+ teammates were pursuing an Associate Degree in Nursing, funded by DaVita.
Our Board continues to reflect a mix of tenure, skills, and perspectives. In June 2025, Charles Berg stepped down from the Board after nearly 20 years of dedicated service. Otherwise, our Board composition remained stable, supporting continuity as we execute on our strategy.
We value our stockholders' perspectives and remain committed to ongoing, open communication. Since our 2025 annual meeting, we have engaged with stockholders representing approximately 59 percent of DaVita's outstanding shares. Through ongoing dialogue with management and board leadership, we seek your input on corporate governance, executive compensation, sustainability initiatives, and other key topics.3
We've always believed that we are a community first, which means a responsibility to our patients, our teammates, and the world in which we live. This commitment continues to guide our CSR efforts. In 2025, we:
Partnered with the YMCA and local non-profits to deliver free chronic disease screenings, helping identify participants with hypertension and at risk for kidney disease, creating crucial opportunities for life-changing early intervention.
Reached more than 757,000 individuals through our partnership with the American Diabetes Association, providing multi-lingual education on kidney disease prevention and management.
Surpassed our five-year volunteerism goal one year early, with teammates contributing more than 70,000 hours in 2025 and more than 218,000 hours since 2021.
Saved more than 90 million gallons of water through ongoing conservation efforts across our centers.
Provided more than 23,000 medically tailored meals to individuals facing food insecurity through support from the DaVita Giving Foundation.
To learn more, we encourage you to read our forthcoming Community Care 2025 report, where we will unveil our CSR 2030 goals for the first time, at https://www.davitacommunitycare.com.
Our 2026 Annual Meeting of Stockholders (the "Annual Meeting") will be held on Thursday, June 4, 2026, at 10:00 AM Mountain Time. The attached Notice of Annual Meeting and accompanying Proxy Statement will serve as your guide to the business to be conducted at the Annual Meeting and provide details on attending the virtual meeting.
We appreciate your continued confidence in DaVita. As we look ahead, we remain focused on improving the health and well-being of the patients we serve. Supported by your partnership and insights, we're energized to build on this momentum and reach new milestones.
Very truly yours,
Javier J. Rodriguez
Director and Chief Executive Officer
Pamela M. Arway
Independent Chair of the Board
This letter, and the accompanying Proxy Statement, contain or refer to certain forward-looking statements within the meaning of the federal securities laws. Please see the section of the Proxy Statement titled "General Information - Forward-Looking Statements" for more information regarding these forward-looking statements.
Based on publicly reported data as of December 31, 2025.
Reflects performance in 2024.
Calculations relating to all stockholder outreach statistics were performed using stockholders of DaVita shares outstanding as of September 30, 2025.
Notice of 2026 Annual Meeting of Stockholders
The 2026 Annual Meeting of the Stockholders (the "2026 Annual Meeting") of DaVita Inc., a Delaware corporation ("DaVita" or the "Company"), will be a virtual-only meeting to be held as a live audio webcast over the Internet at www.virtualshareholdermeeting.com/DVA2026 on Thursday, June 4, 2026 at 10:00 AM Mountain Time.
Meeting Agenda and Voting Matters
Stockholders will be asked to vote on the following matters at the DaVita 2026 Annual Meeting:
Where to Find More
Board Information in the
Items of Business
Recommendation Proxy Statement
The election of the nine director nominees, identified in the accompanying Proxy Statement, to the Board of Directors, each to serve until the Company's 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026; and
Approve, on an advisory basis, the compensation of the Company's named executive officers.
"FOR" all nominees Pages 1 - 5
"FOR" Page 24
"FOR" Page 25
We also intend to transact such other business as may properly be brought before the 2026 Annual Meeting and any adjournment or postponement thereof.
We mailed, on or about April 22, 2026, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 9, 2026 (the "Record Date"). On the date of mailing of the Notice of Internet Availability of Proxy Materials, the proxy materials will be available free of charge at https://www.proxyvote.com.
Your vote is important. Please vote promptly. Information on voting deadlines and available voting methods are set out in the accompanying Proxy Statement under the heading "How to Vote."
Stockholders of record as of the close of business on the Record Date will be entitled to vote at the 2026 Annual Meeting. During the ten days prior to the 2026 Annual Meeting, you may contact Investor Relations at 1-888-484-7505 to request the list of stockholders entitled to vote at the 2026 Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON JUNE 4, 2026:
The Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report are available at https://www.proxyvote.com.
By order of the Board of Directors,
Samantha A. Caldwell Corporate Secretary April 22, 2026
Table of Contents
Corporate Governance 1
Proposal 1 Election of Directors 1
Biographies of our Director Nominees 2
Corporate Governance Highlights 6
Selection of Directors 7
Annual Board and Committee Evaluations 9
Director Independence 10
Leadership Structure and Meetings of Independent Directors 11
Succession Planning 11
Environmental, Social and Governance Approach 12
Ongoing Stockholder Outreach 14
Communications with the Board 15
Annual Meeting of Stockholders Attendance 15
Information Regarding the Board and its Committees 15
Committees of the Board 16
Risk Oversight 18
Non-Employee Director Share Ownership Policy 22
Code of Ethics and Code of Conduct 22
Insider Trading Policy 22
Proposal 2 Ratification of the Appointment of our Independent Registered Public Accounting Firm 24
Pre-approval Policies and Procedures 24
Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation 25
Security Ownership of Certain Beneficial Owners and Management 26
Information About Our Executive Officers 28
Compensation Discussion and Analysis 30
Table of Contents 30
Compensation Committee Report 49
Risk Considerations in Our Compensation Program 50
Executive Compensation 51
2025 Summary Compensation Table 51
2025 Grants of Plan-Based Awards Table 53
2025 Outstanding Equity Awards at Fiscal Year-End Table 54
2025 Option Exercises and Stock Vested Table 55
No U.S. Pension Benefits 55
Nonqualified Deferred Compensation 55
2025 Nonqualified Deferred Compensation Table 55
Deferred Compensation Plan 56
Potential Payments Upon Termination or Change of Control 56
Pay Ratio Disclosure 61
Pay Versus Performance 62
Compensation of Directors 66
Table of Contents
Compensation Committee Interlocks and Insider Participation 68
Certain Relationships and Related Person Transactions 69
Audit Committee Report 70
Stockholder Proposals and Nominations for 2027 Annual Meeting 71
General Information 72
Voting Information 73
How to Vote 73
Votes Required for Proposals 75
Proxy Solicitation Costs 75
Delivery of Proxy Statement and Annual Report 76
Forward-Looking Statements 76
Other Matters 77
Annex A 78
Corporate Governance
The general corporate governance framework for DaVita Inc., a Delaware corporation ("DaVita" or the "Company") is set by its Amended and Restated Bylaws (the "Bylaws"), Corporate Governance Guidelines ("Guidelines"), the charters for each of the Committees of our Board of Directors (the "Board"), the Code of Ethics and the Code of Conduct. Each of these governance documents is available under the Corporate Governance section of our website, located at https://www.davita.com/about/corporate-governance.
At the 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"), stockholders will be asked to elect nine directors (each, a "Director Nominee" and collectively the "Director Nominees"), each to serve until the Company's 2027 Annual Meeting of Stockholders (the "2027 Annual Meeting") or until their successors are duly elected and qualified, subject to such director's earlier death, resignation, disqualification or removal.
Voting Standard for Director Elections
The Bylaws require that, in uncontested elections, each director be elected by the majority of votes cast with respect to such director by the holders of shares present virtually or represented by proxy and entitled to vote thereon. In a contested election, directors are elected by a plurality of shares represented virtually or by proxy at any such meeting and entitled to vote thereon. If a nominee for director who served as a director prior to the 2026 Annual Meeting is not elected by the requisite vote, the director must promptly tender his or her resignation from the Board, and the Nominating and Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation. The Board, excluding the director in question, will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and its rationale within 90 days (or, if extended by the Board in certain circumstances, within 180 days) from the date the election results are certified. If a nominee for director who was not already serving as a director does not receive the requisite vote at the 2026 Annual Meeting, the nominee is not elected to the Board. All 2026 Director Nominees are currently serving on the Board.
Director Nominees
After a thorough evaluation, and in alignment with the Nominating and Governance Committee's recommendation, the Board has nominated Pamela M. Arway, Barbara J. Desoer, Jason M. Hollar, Gregory J. Moore, M.D., Ph.D., Dennis W. Pullin, Javier J. Rodriguez, Adam H. Schechter, Wendy L. Schoppert, and Phyllis R. Yale for re-election as directors. Please see the section titled "Corporate Governance - Selection of Directors" below for more information about the nomination process.
None of the Director Nominees has any family relationship with any other nominee or with any of our executive officers and no arrangement or understanding exists between any nominee and any other person or persons pursuant to which a nominee was or is to be selected as a director or nominee. Eight of the nine Director Nominees are independent under the New York Stock Exchange ("NYSE") listing standards (the "NYSE Independence Standards"). Please see the section titled "Corporate Governance - Director Independence" below for more information. Each Director Nominee has consented to being named as a nominee in this Proxy Statement and has agreed to serve as a director, if elected.
Proxies
Unless a stockholder has made a contrary direction via its proxy, the proxy holders named in the proxy card (the "Company Proxies") have advised us that at the 2026 Annual Meeting they intend to vote the shares covered by the proxies "for" the election of each of the Director Nominees named in this Proxy Statement. If any Director Nominee is unable or unwilling to serve, the Company Proxies may vote for the election of the substitute nominee that the Board may propose. Proxies may not be voted for more than nine Director Nominees.
1
Biographies of our Director Nominees
A biography of each Director Nominee, as of the date of this Proxy Statement, setting forth his or her age, and describing his or her business experience during the past five years, including other prior relevant business experience, is presented below.
Former President of the Japan, Asia-Pacific, Australia Region, American Express International, Inc.
Independent Director Since:
2009
Board Chair Since: 2020
Committee Service: Compensation Committee; Nominating and Governance Committee
Other Public Company Boards:
- Iron Mountain Inc. (NYSE: IRM)
Former Chief Executive Officer, Citibank, N.A.
Independent Director Since: 2015
Committee Service: Compensation Committee, Chair; Audit Committee
Chief Executive Officer, Cardinal Health, Inc.
Independent Director Since: 2022
Committee Service: Audit Committee, Chair
Other Public Company Boards:
- Cardinal Health, Inc. (NYSE: CAH)
Former Corporate Vice President, Microsoft Health and Life Sciences
Independent Director Since: 2021
Committee Service: Compliance and Quality Committee, Chair; Nominating and Governance Committee
Other Public Company Boards:
- Fortive Corporation (NYSE: FTV)
3
President and CEO, Virtua Health
Independent Director Since: 2024
Committee Service: Compliance and Quality Committee; Nominating and Governance Committee
Chief Executive Officer, DaVita Inc.
Director Since: 2019
Other Public Company Boards:
- Gilead Sciences, Inc. (NASDAQ: GILD)
President, Chief Executive Officer and Chairman of the Board, Labcorp
Independent Director Since:
2022
Committee Service: Audit Committee; Compensation Committee
Other Public Company Boards:
- Labcorp Holdings Inc. (NYSE: LH)
Former Chief Financial Officer, Sleep Number Corporation
Independent Director Since:
2023
Committee Service: Audit Committee; Compensation Committee
Other Public Company Boards:
Sun Country Airlines Holdings, Inc. (NASDAQ: SNCY)
Fossil Group, Inc. (NASDAQ: FOSL)
Advisory Partner, Bain & Company, Inc.
Independent Director Since:
2016
Committee Service: Nominating and Governance Committee, Chair; Compliance and Quality Committee
Other Public Company Boards:
Bristol-Myers Squibb Company (NYSE: BMY)
U.S. healthcare sector and has experience in many aspects of the healthcare industry, including corporate strategy, marketing and cost and quality management, as well as mergers and acquisitions.
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Corporate Governance Highlights
The Board believes that a strong corporate governance program helps support long-term stockholder interests. The Board monitors evolving governance developments and standards and regularly seeks stockholder feedback on a variety of topics. Some key features of the Company's corporate governance program include:
✓
Annual election of all directors and ongoing commitment to Board refreshment
✓
Year-round stockholder engagement, including regular participation by independent directors
✓
Stockholder right to call special meetings of stockholders at 10% ownership threshold1
✓
No stockholder rights plan/poison pill
✓
Overboarding limitations applicable to all directors and Director Nominees
✓
Robust Code of Conduct
✓
Independent non-executive Board chair
✓
Each Board Committee has authority to retain independent advisors
✓
Majority vote standard in uncontested director elections
✓
Fulsome stock ownership guidelines for senior executives and directors that link the interests of management and the Board with those of stockholders
✓
Commitment to corporate governance, environmental and social responsibility practices, overseen by the Nominating and Governance Committee
✓
Significant Board and Committee risk oversight practices
✓
Robust oversight of the Company's political and lobbying expenditures and related public reporting, overseen by the Nominating and Governance Committee
✓
Proxy access for director nominations submitted by stockholders (or groups of stockholders) holding 3% of the Company's common stock for 3 years1
✓
Robust continuing education program for Board on topics relevant to the Company and the current business landscape
1 See the Company's Bylaws for more detail regarding requirements related to this and other stockholder eligibility and related procedures.
6.8 years
Average tenure of Director Nominees*
8 out of 9
Director Nominees are independent*
27
Total Board and Committee meetings in 2025
96%
Average attendance by Director Nominees at Board and Committee meetings in 2025
* Independence determination made, and average director tenure calculated, as of the date of this Proxy Statement. The independence determinations were made under NYSE Independence Standards in effect at that time.
Selection of Directors
The Nominating and Governance Committee, in coordination with the Board, identifies, evaluates and recommends candidates to fill Board vacancies or to stand for election or re-election to the Board by the Company's stockholders. The Nominating and Governance Committee considers a number of factors, and assesses the overall mix of qualifications, individual characteristics, experience level, time commitments, and varied perspectives and skills that are beneficial to our Company. The Nominating and Governance Committee also seeks to ensure an appropriate mix of tenures of the directors, taking into account the benefits of having longer-tenured directors, who provide valuable historical knowledge and Board stability, as well as the benefits of having newer directors, who can provide fresh perspectives and viewpoints. As part of the Company's year-round engagement program, management and independent members of the Board regularly seek input from stockholders regarding the Board's mix of skills, experience, expertise and tenure to further support Board refreshment and the Board's independent oversight of the Company.
Stockholder Director Recommendations
The Nominating and Governance Committee will consider director candidates recommended by stockholders upon submission in writing to our Corporate Secretary of the names and qualifications of such candidates at the following address: Corporate Secretary, DaVita Inc., 2000 16th Street, Denver, Colorado 80202. The Nominating and Governance Committee will evaluate candidates based on the same criteria described above, regardless of whether the candidate was recommended by the Company or a stockholder. Stockholders who wish to nominate directors to be included in our Proxy Statement in accordance with the procedures in our Bylaws should follow the instructions under "Stockholder Proposals and Nominations for the 2027 Annual Meeting" included in this Proxy Statement.
Director Nominees Skills
The following skills matrix summarizes some of the key skills and experience represented by the Director Nominees, as of the date of this Proxy Statement, that the Board, with input from our stockholders, has identified as particularly valuable to the oversight of the Company and illustrates how the current directors individually and collectively represent these key competencies and backgrounds. While all of these qualifications were considered in this year's director nomination process, the matrix does not encompass all of the skills, experience, qualifications and attributes of the Director Nominees. The Board believes that its highly qualified Director Nominees provide the Board with a varied set of skills, experience and perspectives necessary for effective oversight. Additional details of each Director Nominee's competencies are included in each director's profile under the section titled "-Biographies of our Director Nominees."
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Strategic
Initiatives / Risk Mgmt M&A
Finance / Capital Mgmt / Accounting
Tech / AI / Digital Transformation / Cybersec
Gov't / Regulatory / Public Policy
Healthcare / Provider / Payor
Human Capital Mgmt / Comp
Gender Identity**
Racial / Ethnic Identity**
Pamela M. Arway
Barbara J. Desoer
Jason M. Hollar
F C
F C
M C
Gregory J. Moore
M C
Dennis W. Pullin
M B
Javier J. Rodriguez
M H
Adam H. Schechter
M C
Wendy L. Schoppert
F C
Phyllis R. Yale
F C
F= Female; M= Male
C= Caucasian; B=Black or African American; H=Hispanic or Latinx
*The category titles listed above are not all-inclusive and an affirmative response in one column grouping does not necessarily indicate that a Director Nominee has skills/experience in each category listed in the column grouping.
**As self-identified by each Director Nominee.
Board Composition
Our Board values a mix of tenure, individual characteristics, experience levels and types of experience, including both industry and subject matter expertise. We believe that a board that collectively reflects a broad mix of background, thought and experience enhances a board's effectiveness.
The Board endeavors to maintain a Board composition that represents a range of experiences in areas that are relevant to the Company's strategy and business. In conjunction with the Board selection and nomination process, the Nominating and Governance Committee considers the overall mix of qualifications, individual characteristics, experience levels, types of skills and experience, including both industry and subject matter expertise, and a broad range of perspectives.
Corporate Governance
Annual Board and Committee Evaluations
The Board is committed to continuous improvement and annual self-evaluations are an important tool to that end. Our Board and Committee evaluation process includes both written questionnaires and, on a rotating cycle, live interviews with our directors, an overview of which is set forth below.
Rotating cycle with anonymous written evaluations each year, supplemented by live interviews with each director every other year, which includes individual director evaluations.
Process is overseen by the Nominating and Governance Committee and managed by the Corporate Secretary's Office.
Directors provide feedback regarding performance and effectiveness of the Board and its Committees, the Board Chair and, every other year, individual directors.
The Board (and each Committee with respect to the individual Committee results), review the results of these evaluations in executive session.
The Board Chair meets with each director for oneon-one discussion, as appropriate.
Follow-up items are addressed at subsequent Board or Committee meetings, as appropriate, and Committee actions are reported back to the full Board.
The Nominating and Governance Committee considers the effectiveness of the self-evaluation process on an annual basis.
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Director Independence
Under the NYSE Listing Standards, a majority of the members of the Board must satisfy the NYSE Independence Standards. The Board evaluates the independence of our directors annually and will review the independence of individual directors on an interim basis, as needed, to consider changes in employment, affiliation, relationships and other factors. The Board evaluates the nature of any executive officer's or director's personal investment interest in director-affiliated entities (active or passive), the level of involvement by the director or executive officer in any such director-affiliated entities, any special arrangements or relationships between the parties that would lead to a personal benefit, any personal benefits derived as a result of business relationships with the Company, any other personal benefit derived by any director or executive officer as a result of the disclosed relationships or any other relevant factors.
The Board has determined that (i) all of the Director Nominees, other than Mr. Rodriguez, are independent under the NYSE Independence Standards, and (ii) each other individual who served as a director at any time during 2025, was independent under the NYSE Independence Standards during the time of such service.
In making its determination, the Board considered the Company's commercial relationship with Cardinal, where Mr. Hollar serves as CEO and director and from which the Company purchases certain clinical supplies, and the Company's commercial relationship with Labcorp, where Mr. Schechter serves as President, CEO and Chairman of the Board and from which the Company obtains limited laboratory testing services. After consideration of all relevant factors, including, among other things, that (i) the Company's business with each of Cardinal and Labcorp was conducted in the ordinary course pursuant to arm's length negotiations that did not involve Messrs. Hollar or Schechter, respectively, (ii) the Company's relationship with each of Cardinal and Labcorp predated Messrs. Hollar's and Schechter's respective consideration for service on the Board, and (iii) each relationship has, in the past three years, involved amounts that represented an immaterial percentage of the Company's, and each other entity's, revenues, and were well below the amounts that would preclude a finding of independence under the NYSE Independence Standards, the Board determined that the Company's commercial relationships with each of Cardinal and Labcorp did not present a conflict of interest and did not compromise the respective independence of Messrs. Hollar and Schechter.
Mr. Rodriguez is not deemed independent under the NYSE Independence Standards because he is employed as the Company's CEO.
Change in Status and Director Commitments
Our Guidelines require that the Board evaluate the appropriateness of a director's continued service on the Board in the event that the director retires from his or her principal job, changes his or her principal job responsibility or experiences a significant event that could negatively affect his or her service to the Board ("Change in Status"). In the event of a Change in Status, the Guidelines provide that the impacted director shall promptly tender his or her offer of resignation to the Board Chair for consideration by the other members of the Board. The members of the Board, excluding the impacted director, will determine whether such director's continued service on the Board is in the best interests of our stockholders and will decide whether or not to accept the resignation of the impacted director. The determination of whether a Change in Status has occurred and whether or not to accept the resignation of the impacted director is in the sole discretion of the Board.
In addition, the Guidelines provide that, prior to assuming additional commitments, such as accepting an invitation to serve on the board of directors of another public company or any other significant commitment involving affiliation with other for-profit businesses, non-profit entities or governmental units, a director should advise the Corporate Secretary or the Board Chair so that the remaining members of the Board may evaluate any potential conflicts of interest, including, without limitation, whether the proposed undertaking would result in excessive time commitments or an inability to fulfill their duties on the Board. Notwithstanding the foregoing, the Guidelines provide that in no case may a director serve on more than four other public company boards of directors.
Corporate Governance
Leadership Structure and Meetings of Independent Directors
Pamela M. Arway, an independent director and member of the Board since May 2009, has served as the independent Board Chair since June 2020. The Board believes that Ms. Arway's breadth of experience and the depth of knowledge gained during her career and her tenure on our Board are highly beneficial to the Board Chair role.
As the Board Chair, Ms. Arway:
Serves as the liaison between management and the independent directors and among the independent directors
Approves meeting agendas and schedules for the Board
Presides at all meetings of the Board, including regularly-held executive sessions of the independent directors
Facilitates discussions outside of scheduled Board meetings among the independent directors on key issues, as appropriate
May call meetings of the Board and the independent directors and, if requested by major stockholders, makes herself available for consultation and direct communication with them, as appropriate
Oversees the function of our Board Committees, each of which has an independent Chair
The Board believes that this leadership structure is appropriate for the Company at this time because it allows for independent oversight of management, increases management accountability, and facilitates an objective evaluation of management's performance relative to compensation. The independent directors regularly evaluate the Board's leadership structure, typically no less than annually.
Succession Planning
Management
The Board oversees management succession planning and the development of executive talent. The Board believes that management succession planning should be done in consultation with the CEO and that the full Board should have oversight of the succession planning process.
As part of this process, the CEO provides the Board with recommendations for potential successors for the position of CEO and other key senior management positions, and reviews development plans for such individuals with the Board. The Board engages directly with potential successor candidates and regularly reviews short-term, long-term and emergency succession plans for the CEO and other senior management positions.
Board
The Board also regularly considers its own composition, succession plans and refreshment efforts, including as part of the annual Board evaluation process described above. When considering director succession planning, the Nominating and Governance Committee and the Board take into account, among other things, stockholder feedback and the current and expected future needs of the Board and the Company in light of the overall composition of the Board to achieve a balance of the skills, experience, individual characteristics, perspectives and tenure that are viewed to be essential to the Board's oversight role.
Our Guidelines include a mandatory retirement age whereby a director who has reached the age of 75 shall not be nominated for re-election to our Board at the next Annual Meeting of Stockholders. The Nominating and Governance Committee may, however, recommend, and the Board may approve, the nomination for re-election of a director at or after the age of 75, if, in light of all the circumstances, the Board determines it to be in the best interests of the Company and its stockholders.
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Environmental, Social and Governance Approach
We strive to be a community first and a company second, which is underscored by our deep-rooted commitment to our environmental, social and governance ("ESG") practices and our Trilogy of Care - Caring for Our Patients, Caring for Each Other and Caring for Our World. Our focus areas include how we care for our patients; how we support our teammates to grow and thrive in a workplace where everyone belongs; and how we engage with our local communities and promote environmental stewardship.
Governance: The Nominating and Governance Committee oversees DaVita's activities, policies and programs related to corporate governance, environmental and social responsibility. Our management ESG Steering Committee regularly reports to the Nominating and Governance Committee and also gives the full Board an ESG report no less than annually. In addition, management periodically reports to the Audit Committee on the process for ESG-related public reporting, including reporting controls.
Issues and Stakeholder Engagement: Based on feedback from key stakeholders and the metrics recommended by the Sustainability Accounting Standards Board ("SASB") for healthcare service providers, we have identified selected strategic focus areas and key initiatives:
Quality of Care
Patient Experience
Patient Education
Teammate Belonging and Development
The DaVita Way
Carbon Emissions Reduction
Water & Waste Reduction
Charitable Giving
Volunteerism
Compliance, Ethics & Governance
Data Privacy
Supply Chain
2025 Goals: In 2021, we announced our goals in each of our five ESG strategic focus areas for 2025, many of which were aspirational. The goals represented our ongoing commitment to meaningfully advance corporate citizenship initiatives. Over the past five years, we have made significant strides across these focus areas, successfully achieving the majority of our goals and driving measurable impact. The underlying initiatives fostered meaningful improvements in our operations, patient care, and community engagement. Updates on our final progress against these goals will be available on our Community Care website at www.davita.com/ communitycare.1
External Recognition in 2025
Dow Jones Best-in-Class Indices: For eight consecutive years, DaVita has been recognized by the Dow Jones Best-in-Class Indices, formerly known as the Dow Jones Sustainability Indices, for its performance in regard to select sustainability criteria.
CDP (formerly known as Carbon Disclosure Project): DaVita discloses its Climate Change and Water Security impact(s) through CDP, a global non-profit that runs the world's leading environmental disclosure platform. DaVita was named to the CDP climate change "A" List in 2025, receiving the highest possible score.
America's Climate Leaders: DaVita was recognized in USA Today's America's Climate Leaders list. The list recognizes U.S. companies that have demonstrated the greatest reduction in emission intensity.
1 Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.
Corporate Governance
2025 ESG Achievements
8,000+ DaVita patients received a kidney transplant
40,000+ people participated in a Kidney Smart class, our no-cost kidney disease education program, which is available in over 13 languages
We worked with national organizations, including the YMCA and the American Diabetes Association ("ADA"), to expand access to education and prevention resources for chronic kidney disease and related conditions
400+ teammates were pursuing an Associate Degree in Nursing, funded by DaVita, as part of our Bridge to Your Dreams program
We are proud to have achieved a teammate engagement score of 85% in 2025
We achieved our goal of powering 100% of our global operations with renewable energy via our virtual power purchase agreements
90 million+ gallons of water were saved through ongoing water efficiency projects
The 2025 DaVita Health Tour provided thousands of community members across the U.S. with free screenings and education focused on kidney health
Through a sponsorship of the ADA, DaVita and the ADA provided digital educational content aimed at helping those living with diabetes prevent and manage kidney disease
Through support from the DaVita Giving Foundation, the Food is Medicine Coalition provided 23,000+ medically tailored meals to people with food insecurity and medical nutrition needs, including individuals living with end stage kidney disease
8 out of 9 members of our Board are independent under New York Stock Exchange Independence Standards
99.9% of U.S. teammates and directors completed annual compliance training in 2025
2030 Goals: To demonstrate our continued commitment to our Trilogy of Care - Caring for Our Patients, Each Other and Our World, we have established a new set of aspirational goals in each category for 2030. These goals will be available this spring on our Community Care website at www.davita.com/communitycare. These new goals reflect our enduring dedication to advancing our corporate citizenship initiatives, continuing to leverage external reporting frameworks, such as SASB and CDP, where appropriate. While we recognize the ambitious nature of these goals and the potential challenges in achieving them within the targeted timeframes, we believe deeply in the value of striving for them to help drive meaningful impact.
Our 2025 Community Care Report will be available this spring at https://www.davita.com/communitycare.
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Ongoing Stockholder Outreach
The Company values its stockholders and their perspectives, and we regularly engage with our investors on a variety of topics. In particular, our corporate governance practices, corporate responsibility and sustainability initiatives, Board composition, political spending disclosures, and executive compensation practices are each informed by dialogue with our stockholders. Our Board and management team take a long-term view toward stockholder engagement, and as a result, we have maintained a practice of routinely meeting with our stockholders in a number of forums to encourage ongoing engagement. For example, in addition to our governance and sustainability-focused engagement that is further detailed below, our investor relations team and members of our senior management team, including our CEO and CFO, regularly communicate with investors, market participants, and potential investors in connection with quarterly earnings calls, investor and industry conferences, analyst meetings and other individual discussions with stockholders.
Our Year-Round Stockholder Engagement Program
JULY - SEPTEMBER
Review and summarize feedback from prior Annual Meeting engagement cycle and determine next steps.
Prioritize post-Annual Meeting investor engagement focus areas.
Share feedback with members of the Board for consideration, and as appropriate, incorporation.
MAY - JUNE
Ahead of Annual Meeting, conduct engagement with investors to answer any questions and obtain stockholder feedback on proxy matters.
2025 - 2026 Stockholder Engagement
OCTOBER - JANUARY
Conduct meetings with our largest stockholders to inform reviews of our corporate governance, executive compensation and corporate responsibility and sustainability initiatives.
Share feedback with members of the Board for discussion and consideration.
FEBRUARY - APRIL
Consider and incorporate, as appropriate, feedback from engagement in designing our executive compensation program, corporate governance practices, Annual Meeting planning and corporate social responsibility and sustainability initiatives.
Following our 2025 Annual Meeting, we continued with our year-round engagement efforts to solicit feedback from stockholders. The meetings included some combination of Pamela Arway, our independent Board Chair; Barbara Desoer, Chair of the Compensation Committee; Chief Compliance Officer ("CCO"); Group Vice President, Investor Relations and Capital Markets; Corporate Secretary; and Group Vice President, Compensation.
Since our 2025 Annual Meeting1:
We reached out to stockholders representing 78% of shares outstanding
We engaged with stockholders representing 59% of shares outstanding
1 Calculations relating to all stockholder outreach statistics were performed using holders of shares of DaVita common stock ("Common Stock") outstanding as of September 30, 2025.
Corporate Governance
Key Topics Discussed With Stockholders in 2025-2026
Company Strategy & Operations
Corporate Governance
Executive Pay & Performance
AI & Cybersecurity
Board Education & Evaluation
Teammate Engagement
Sustainability
Governance & Oversight of Technology & Innovation
Human Capital Management
Communications with the Board
Any interested party who desires to contact the Board Chair may do so by sending an email to [email protected]. In addition, any interested party who desires to contact the Board or any member(s) of the Board may do so by writing to: Board of Directors, c/o Corporate Secretary, DaVita Inc., 2000 16th Street, Denver, Colorado 80202. Copies of any such written communications received by the Corporate Secretary will be provided to the full Board or the appropriate member(s) unless they are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s).
Annual Meeting of Stockholders Attendance
We do not have a policy requiring that directors attend the Annual Meeting of Stockholders. Our CEO and director, Javier Rodriguez, led the 2025 Annual Meeting, which was held virtually, and two additional members of the Board were also in attendance at the 2025 Annual Meeting.
Information Regarding the Board and its Committees
The Board has established the following standing Committees: the Audit Committee, the Nominating and Governance Committee, the Compensation Committee, and the Compliance and Quality Committee. As required by the NYSE Listing Standards and U.S. Securities and Exchange Commission ("SEC") rules, all members of the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee are independent in accordance with the NYSE Independence Standards. All members of our Compliance and Quality Committee are also independent in accordance with the NYSE Independence Standards.
The Board met eight times during 2025. On average, our Director Nominees attended 96% of all meetings of the Board and Board Committees on which they served that were held during the time they served as a director or committee member in 2025.
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Committees of the Board
The following sets forth our current Board Committees and membership, and describes certain key functions of each Committee of our Board. The charter for each of our Committees is available on the Corporate Governance section of our website, located at https://www.davita.com/about/corporate-governance.
Principal Functions of the Committee
AUDIT COMMITTEE
Jason M. Hollar, Chair Barbara J. Desoer Adam H. Schechter Wendy L. Schoppert
Meetings in 2025: 8
NOMINATING AND GOVERNANCE COMMITTEE*
Phyllis R. Yale, Chair
Pamela M. Arway
Gregory M. Moore, M.D., Ph.D.
Dennis W. Pullin
Meetings in 2025: 3
Monitors and oversees the quality and integrity of our consolidated financial statements and related footnotes and other related disclosures
Oversees the independence, qualifications and performance of our independent registered public accounting firm, including a review of the scope and results of their audit, as well as the performance of our internal audit function
Appoints and engages our independent registered public accounting firm, and pre-approves the firm's annual audit services, including related fees, audit-related services, and all other services in accordance with our pre-approval policy and rules and regulations promulgated by the SEC
Together with the Compliance and Quality Committee, assists the Board with oversight of compliance with legal and regulatory requirements
Oversees the effectiveness of our disclosure controls and procedures and compliance with ethical standards
Oversees our policies and programs with respect to enterprise risk assessment and enterprise risk management ("ERM"), including the risks related to privacy, data security (including, for the avoidance of doubt, cybersecurity) and AI
Oversees the process for determining our disclosure required with respect to cybersecurity incidents in the Company's filings with the SEC
Provides an avenue of communication among the independent registered public accounting firm, management, internal audit department and the Board
Prepares the Audit Committee report required to be included in our Annual Report on Form 10-K or Proxy Statement
Considers related party transactions for approval, or recommends such approval by the disinterested members of the Board
Periodically reviews and discusses with management the Company's emergency preparedness and disaster recovery plans and capabilities
All members of the Audit Committee are (a) "independent" under the NYSE Independence Standards and the NYSE's heightened independence requirements for audit committee members and (b) "financially literate" under the listing standards of the NYSE. Each of Mr. Hollar and Ms. Schoppert qualifies as an "audit committee financial expert" within the meaning of SEC rules.
Oversees the composition, structure, operation and evaluation of the Board and its Committees
Oversees the process for evaluating the independence, contribution, time commitments and effectiveness of incumbent Board members
Oversees procedures for stockholders and other interested parties to communicate with the Board
Reviews and makes recommendations to the Board about our governance principles and policies, and monitors compliance with adopted principles and policies
In coordination with the Board, identifies, evaluates and recommends candidates for nomination, appointment or election to the Board and candidates to fill Board vacancies
Makes recommendations to the Board regarding the membership and chairs of the Committees of the Board
Reviews the Company's activities, policies and programs related to environmental, sustainability and governance matters, including corporate environmental and social responsibility matters, with such review to include, among other things, considering the impact of such activities, policies and programs on the Company, its teammates and the communities in which it operates and the Company's progress related to such activities, policies and programs
Oversees continuing education of the Board and orientation of new Board members to the Company and its business
Oversees the Company's Policy Regarding Political and Lobbying Expenditures, including review of the Company's corporate political contributions, lobbying activities and trade association payments, and regularly monitors risks related to the Company's political activities (including those of The DaVita Inc. Political Action Committee)
Principal Functions of the Committee
COMPENSATION COMMITTEE
Barbara J. Desoer,
Chair
Pamela M. Arway Adam H. Schechter Wendy L. Schoppert
Meetings in 2025: 4
COMPLIANCE AND QUALITY COMMITTEE*
Gregory J. Moore, M.D., Ph.D., Chair
Dennis W. Pullin Phyllis R. Yale
Meetings in 2025: 4
Corporate Governance
Establishes an executive compensation philosophy designed to be aligned with the Company's long-term interests and those of our stockholders
Reviews, as appropriate, feedback on the Company's executive compensation program received through the Company's stockholder outreach program and the results of any advisory stockholder votes on executive compensation and considers whether to recommend adjustments to the Company's executive compensation policies and practices as a result of such feedback or voting results
Evaluates and approves compensation plans, programs and policies related to our executive officers
Annually reviews and approves the goals and objectives and summary performance of our executive officers other than the CEO, and makes compensation decisions that are aligned with the performance of each executive officer
Annually reviews and approves the annual and long-term corporate goals and objectives applicable to compensation for our CEO, evaluates our CEO's performance in light of those goals and objectives, and determines and approves, subject to ratification by the independent members of the Board, all elements of our CEO's total compensation based on this evaluation
Oversees the administration by the Board of our equity or other incentive award plans applicable to executive officers, including the stock ownership requirements applicable to our CEO, senior executives and directors
Oversees the administration by the Board of our non-employee director compensation program to ensure that the Board is compensated in a competitive and fair manner, and that such compensation is aligned with the long-term interests of our stockholders
Reviews and discusses with management our annual Compensation Discussion and Analysis disclosures to determine whether to recommend to the Board that it be included in our Annual Report on Form 10-K and Proxy Statement
Has sole authority and discretion to retain or replace its independent compensation consultant, legal counsel and other advisors, and is directly responsible for hiring, overseeing and compensating such advisors
Oversees our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters
Oversees the Company's assessment of risk related to the Company's compensation plans, programs and policies
In coordination with the Board, and as a supplement to the Board's oversight, periodically discusses reports from management regarding the development, implementation and effectiveness of the Company's policies and strategies relating to its human capital management function
May form and delegate any responsibilities, including those described above, to a subcommittee of one or more Board members
All members of the Compensation Committee are (a) "independent" under the NYSE Independence Standards and the NYSE's heightened independence requirements for compensation committee members and (b) "nonemployee directors" under Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act").
Reviews and oversees compliance with applicable healthcare laws, regulations, and guidance governing the conduct of dialysis providers, including federal healthcare regulatory program requirements
Oversees and monitors the effectiveness of our healthcare regulatory compliance program, reviews healthcare regulatory compliance risk, and reviews the steps management is taking to monitor, control and report these risk exposures
Together with the Audit Committee, assists the Board with oversight of ERM and healthcare, legal, regulatory, and anti-corruption compliance
Has primary responsibility for oversight of healthcare regulatory compliance requirements and ensuring proper communication of healthcare regulatory compliance issues to the Board
Meets regularly in executive sessions with our CCO to discuss, among other things, our compliance program and to receive an update on compliance activities initiated or completed during the quarter
Assists the Board with the general oversight of the Company's patient safety and clinical quality of care programs and monitors the Company's performance in this regard
Reviews clinical quality, safety and clinical services metrics and priorities
Reviews processes relating to scientific, clinical and regulatory quality performance benchmarks
Meets regularly in executive session with the Chief Medical Officer to discuss, among other things, the clinical quality of care program and to receive an update on quality activities initiated or completed during the quarter
Remains informed regarding investigations of any complaints that raise material and substantiated concerns we are not complying with applicable laws or regulations related to healthcare program requirements, anti-corruption or patient safety
All members of the Compliance and Quality Committee are "independent" under the NYSE Independence Standards.
* Charles G. Berg served as a member of the Nominating and Governance Committee and the Compliance and Quality Committee until the Company's 2025 Annual Meeting of Stockholders on June 5, 2025, at which time he stepped down from the Board and all Committee service.
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Risk Oversight
Our Board oversees our enterprise-wide approach to risk management and has identified the following key components of risk management:
Identifying potential risks that we face
Assessing the likelihood and potential impact of the risks
Adopting strategies and controls designed to manage the risks to be within an acceptable level
Reporting on a regular basis regarding the assessment and management of the risks
Monitoring these potential risks on a regular basis
Our ERM team leads this risk management process, and evaluates risks to the enterprise on short-, intermediate-and long-term bases. Our ERM team reports to our management ERM Committee, a group comprised of members of senior management who meet on a regular basis to oversee the performance of these risk management functions. We assess risks using a probability-magnitude lens, with shorter and intermediate term risks generally given greater weight. We prioritize mitigating activities on shorter and intermediate term risks, but also use risk analyses and oversight to proactively incorporate mitigating activities into our long-term strategy. The ERM process reflects a Company-wide effort designed to identify, assess, manage, report and monitor enterprise risks and risk areas. This effort includes the Company's Enterprise Risk Services ("Internal Audit"), Sarbanes-Oxley ("SOX"), Compliance Audit, Legal and IT Security teams, among others.
In addition, the Company regularly retains outside advisors to advise on a range of strategic purposes, including for cybersecurity matters, privacy and information security incident readiness, Internal Audit and Compliance Audit quality assessment reviews, and compliance program evaluations, among other things.
As part of the ERM process:
Key leaders across the enterprise are interviewed and surveyed to identify potential risks and assist with the monitoring of those identified risks;
The Audit Committee, which is composed of independent directors, oversees the Company's ERM program, and the Audit Committee and the Board each receive and discuss ERM reports on a regular basis, with the Audit Committee receiving ERM reports regularly and the full Board generally receiving such reports no less than annually;
The Compliance and Quality Committee, which is composed of independent directors, oversees the Company's processes to identify and seek to mitigate clinical, legal, and compliance enterprise risks; and
The Audit Committee and Compliance and Quality Committee each meet regularly with our CLO and CCO in connection with fulfilling these responsibilities.
The ERM process is incorporated into our disclosure controls and procedures. Representatives of each of our ERM, Legal, Internal Audit and Compliance Audit teams sit on the Company's management Disclosure Committee, which is responsible for, among other things, the design and establishment of disclosure controls and procedures to help ensure the timeliness, accuracy and completeness of our corporate disclosures. The aforementioned interviews and surveys with key leaders across the enterprise are administered by the Disclosure Committee on a quarterly basis.
Corporate Governance
Privacy, Data and Cybersecurity
When assessing key privacy, data and cybersecurity risks, the Company adopts a hybrid approach that is designed to align primarily with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework (CSF)
2.0 (2024) ("NIST Cybersecurity Framework"), including the guidance set forth in the NIST "Special Publication (SP) 800-66r2 (Revision 2). The Company also adopts certain elements of Implementing the Health Insurance Portability and Accountability Act ("HIPAA") Security Rule: A Cybersecurity Resource Guide, while also evaluating, where appropriate, against certain elements of the International Standards Organization ("ISO") ISO/IEC 27001:2002
"Information security, cybersecurity and privacy protection - Information security management systems -
Requirements" and ISO/IEC 27002:2002 "Information security, cybersecurity and privacy protection - Information security controls" that management believes provide additional reasonable levels of guidance or structure. We regularly evaluate the Company's cybersecurity and privacy processes and procedures, both through regular audits by our Internal Audit and IT Security teams, as well as regular retention of outside advisors under the direction of our IT Security and Privacy teams. Among other things, in recent years we have conducted annual cybersecurity and privacy tabletop exercises, and an external third-party review at least every two years that evaluates the maturity of our cybersecurity program against components of the NIST Cybersecurity Framework and provides an assessment that measures Capability Maturity Model Integration levels. Consideration of cybersecurity risk to the Company also is integrated into our ERM process.
As part of its oversight responsibilities, the Audit Committee monitors privacy, data and cybersecurity as specific risk areas and regularly reports to the Board on these topics. Three of our Board members, Mr. Schechter, Dr. Moore and Ms. Schoppert, with Mr. Schechter and Ms. Schoppert serving as members of the Audit Committee, individually hold a NACD CERT Certificate in Cyber-Risk Oversight. For information regarding our other directors with expertise in technology and cybersecurity matters, please see the section titled "Corporate Governance-Director Nominee Skills and Composition Matrix" above.
As part of the Company's oversight function:
The Audit Committee reviews and discusses key privacy, AI, data and cybersecurity risk exposures with management, and generally receives reports on these risks from the ERM team and the Chief Information Officer ("CIO") or their respective designees on a quarterly basis;
These reports to the Audit Committee include reports on regularly-conducted external and internal audits of information security matters;
The Company's Privacy Office creates, updates and implements policies, procedures, and training that are designed to support compliance with privacy laws and requirements in the countries in which we do business;
The Privacy Office, with the assistance of Internal Audit and the CIO, also proactively assesses the nature and severity of privacy risks within the Company and takes steps to help mitigate such risks and, with the CIO, Chief Information Security Officer, and IT Security team, conducts incident response with respect to cybersecurity events that may threaten the privacy and security of personal data, including protected health information, as defined by HIPAA;
The Chief Privacy Officer, and/or the CLO, periodically updates the Audit Committee on the status of the privacy program;
Internal Audit provides copies of the results of any privacy, data or cybersecurity audits to the Audit Committee, and reports to the Audit Committee on these results as appropriate; and
The Company incorporates privacy, data and cybersecurity topics into its annual compliance training materials for all teammates and new hires.
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Artificial Intelligence
With respect to governing the responsible use of AI, the Company established an AI Governance Framework designed to align with the NIST AI Risk Management Framework (AI RMF 1.0). This framework is intended to help foster trust and transparency in our technological initiatives by providing a structured approach to identifying, assessing, and managing risks unique to AI.
In recent years, the Company has conducted external third-party reviews that evaluate the maturity of the AI program across multiple domains related to risk management, including, but not limited to AI strategy, governance, culture, and technical capabilities. The Company has considered the feedback from these reviews as it continues to evolve its AI strategy, governance, culture and capabilities amid the backdrop of rapid technological advances and a developing regulatory environment.
The Company has established a cross-functional AI Review Committee to serve as the central body for governing AI initiatives across the enterprise, evolving into a formal body to evaluate AI proposals. The AI Review Committee is a multi-disciplinary review body comprised of Technology, Legal, Compliance, Privacy, and Field and Clinical stakeholders, and is responsible for overseeing the lifecycle of AI deployments. As part of the its commitment to responsible innovation, the Company has adopted formal policies and standards to help provide clear expectations for our teammates' responsible use of AI tools, and established review and evaluation protocols to help ensure every proposed use of AI undergoes a structured and robust review.
The Audit Committee and Board periodically review and discuss key AI program updates and receive risk-related reports from the CIO or her respective designees as well as reports on AI risks from the ERM team, as appropriate. Internal Audit provides copies of the results of any audits related to our AI program, including AI governance, to the Audit Committee, and reports to the Audit Committee on these results as appropriate. The Company has also incorporated responsible AI topics into its annual compliance training materials for all teammates and new hires.
Corporate Governance
Select Board and Committee Oversight Areas
The Board regularly receives reports from each of its Committees, which provide detail on risk management issues and management's response. The Board discusses the risk exposures, if any, involved in the reports or recommendations of the Committees, as necessary.
The Nominating and Governance Committee oversees the Company's Policy Related to Political and Lobbying Expenditures, its public policy priorities and advocacy efforts, and the assessment of any potential risks related to the Company's political spending.
The Compensation Committee oversees our compensation policies and practices, including whether such policies and practices balance risk-taking and rewards in an appropriate manner as discussed further below.
In coordination with the Board, and as a supplement to the Board's oversight, the Compensation Committee also helps oversee human capital management, including the Company's policies and strategies relating to recruiting, retention, career development and progression, teammate engagement, belonging, employment practices and culture.
The Compliance and Quality Committee oversees non-financial compliance risk, including that associated with healthcare and anti-corruption-related requirements.
The Compliance and Quality Committee oversees the Company's compliance programs inclusive of its policies and procedures, training / education, auditing and monitoring programs, enforcement of disciplinary standards and overall culture of compliance.
The Compliance and Quality Committee oversees the Company's clinical care efforts, including the development and implementation of practices, policies and procedures designed to optimize quality and safety of care.
The Audit Committee oversees the financial reporting process, the system of internal control over financial reporting, the audit process and, in coordination with the Compliance and Quality Committee, the Company's process for monitoring compliance with laws and regulations.
The Audit Committee receives reports at each regular meeting from (i) our external auditor on the status of audit activities and findings; (ii) the executive responsible for Internal Audit on the status of the Internal Audit plan, audit results and any action plans implemented in response to audit findings; and (iii) our CLO on matters related to compliance with laws and regulations and ongoing legal matters.
The management ERM committee provides regular ERM reports to the Audit Committee. Representatives of the ESG Steering Committee provide the Audit Committee with regular reports related to disclosure controls and procedures for ESG reporting.
The Audit Committee oversees the Company's Code of Ethics, and risks related to
privacy, data, cybersecurity and AI.
The Nominating and Governance Committee oversees the assessment of the Board's composition and structure, and each member of the Board's independence, as well as the effectiveness of our Corporate Governance Guidelines.
The Nominating and Governance Committee reviews the Company's activities, policies and programs related to environmental, sustainability and governance matters, including corporate environmental and social responsibility matters, with such review to include, among other things, the impact of such activities, policies and programs on the Company, its teammates and the communities in which it operates.
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Non-Employee Director Share Ownership Policy
Our Share Ownership Policy for non-employee directors is designed to encourage non-employee directors to acquire and maintain a meaningful financial interest in the Company's Common Stock over time to enhance and maintain alignment with our stockholders' interests. Shares owned directly are included in the determination of whether established guidelines have been met, and we do not count any unvested restricted stock units ("RSUs") or any 'in-the-money' value of shares underlying vested but unexercised stock-settled stock appreciation rights ("SSARs"). The total net realizable share value retained (the "Ownership Threshold") must have a market value (as defined in the policy) that exceeds the lesser of:
25% of the total pretax equity award value realized by the Board member from the time the Board member becomes subject to the policy to date in excess of $100,000; and
Five times the annual Board cash retainer, which for 2025 was $100,000, or $500,000.
Directors who have not achieved their applicable Ownership Threshold are required to retain future acquired shares until the Ownership Threshold is met, subject to certain limited exceptions. As of December 31, 2025, all of our non-employee directors were in compliance with the Ownership Threshold. See the section titled "Compensation Discussion and Analysis - Share Ownership Requirements" for information regarding the share ownership policy applicable to management.
Effective March 15, 2026, on the recommendation of the Compensation Committee, the Board revised the Share Ownership Policy for non-employee directors to simplify the policy. Under the revised policy, the Ownership Threshold is equal to five times the annual Board cash retainer, and non-employee directors whose holdings are below the Ownership Threshold as of the annual compliance measurement date are required to hold 50% of all future acquired shares (including direct stock issuances, or "DSIs") granted by the Company until they achieve the Ownership Threshold. Once a non-employee director achieves the Ownership Threshold they must maintain the requisite number of shares to satisfy such threshold.
Code of Ethics and Code of Conduct
We have a Code of Ethics that applies to our CEO, CFO, Chief Accounting Officer ("CAO"), CLO and all professionals involved in the accounting and financial reporting functions. We also have a Code of Conduct that applies to all of our teammates, officers, the Board, physician partners, and third parties conducting business on behalf of the Company. The Code of Ethics and the Code of Conduct are each available under the Corporate Governance section of our website, located at www.davita.com/about/corporate-governance. If the Company amends or waives the Code of Ethics or the Code of Conduct with respect to our CEO, CFO, CAO, CLO, or persons performing similar functions, we will disclose the amendment or waiver at the same location on our website.
Insider Trading Policy
The Company has adopted an Insider Trading Policy and related procedures governing the purchase, sale, and/or other dispositions of the Company's securities and certain transactions involving securities of third parties by directors, officers, and other teammates, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE Listing Standards.
Under our Insider Trading Policy, except in accordance with approved trading plans adopted pursuant to Exchange Act Rule 10b5-1, pre-clearance by our CLO is required for equity and certain benefit plan transactions entered into by our executive officers, directors and certain other senior-level teammates. In addition, quarterly trading blackouts are imposed under the Insider Trading Policy upon our directors, executive officers and certain other teammates who are deemed to have access to the Company's financial results prior to their becoming final and being publicly disclosed. The Insider Trading Policy also permits the Company to institute additional trading blackout periods or other pre-clearance requirements, as deemed appropriate.
Corporate Governance
Hedging and Pledging
The Insider Trading Policy restricts certain other lawful conduct that may not be aligned with our stockholders' best interest. For example, the Insider Trading Policy prohibits hedging transactions for all those subject to the policy, which includes all directors, executive officers and DaVita teammates, and prohibits pledging transactions by our directors, executive officers and all other teammates at the vice president level and above.
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The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Representatives of KPMG LLP are expected to attend the 2026 Annual Meeting virtually and will be available to respond to appropriate questions and to make a statement if they so desire. If KPMG LLP should decline to act or otherwise become incapable of acting, or if KPMG LLP's engagement is discontinued for any reason, the Audit Committee will appoint another independent registered public accounting firm to serve for fiscal year 2026. Although we are not required to seek stockholder ratification of this appointment, the Board believes that doing so is consistent with corporate governance best practices. If the appointment is not ratified, the Audit Committee will explore the reasons for the unfavorable vote and will reconsider the appointment.
The following table sets forth the aggregate professional fees billed to us for the years ended December 31, 2025 and 2024 by KPMG LLP:
2025
2024
Audit fees1
$ 5,089,257
$ 4,839,235
Audit-related fees2
$ 708,565
$ 688,600
Tax fees3
$ 2,164,031
$ 2,379,222
All other fees
$ 100,000
$ -
Total
$ 8,061,853
$ 7,907,057
Includes aggregate fees for the audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting included in our Form 10-K and the three quarterly reviews of our condensed consolidated financial statements included in our Form 10-Qs and other SEC filings. In addition, audit fees include statutory audits in several countries outside of the U.S. where we conduct operations through our international subsidiaries.
Includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as "Audit Fees." The audit-related fees in 2025 and 2024 include fees for an audit of a majority-owned entity and other domestic audits not related to the consolidated financial statements.
Includes fees for professional services rendered for tax compliance totaling $1,736,607 and $2,203,335 for 2025 and 2024, respectively, with the remainder primarily for technical tax advice.
Pre-approval Policies and Procedures
Under its pre-approval policy, the Audit Committee is required to pre-approve the audit, audit-related, tax and all other services provided by KPMG LLP, in order to ensure that the provision of such services does not impair the auditor's independence. The Audit Committee pre-approved all such services in 2025 and concluded that such services performed by KPMG LLP were compatible with the maintenance of that firm's independence in the conduct of its auditing functions.
Disclaimer
DaVita Inc. published this content on May 04, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 04, 2026 at 16:22 UTC.