DAVITA INC (DVA)
Sector: Health Care
2026 Annual Meeting Analysis
DAVITA INC · Meeting: June 4, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the nine Director Nominees to serve until the Company's 2027 Annual Meeting of Stockholders
DaVita's 3-year stock return of +84.8% outpaces the company-disclosed peer group median by +90.6 percentage points, well above the 65-point threshold required to trigger a vote against even in a strong-positive-TSR environment, and Ms. Arway shows no overboarding, attendance, or independence concerns.
The TSR trigger does not apply given DaVita's substantial outperformance versus both the IHF benchmark and the disclosed peer group, and Ms. Desoer has no overboarding issues (one outside public board seat) and strong relevant financial and governance experience.
As a sitting CEO, Mr. Hollar holds one outside public board seat (DaVita), which is within the policy limit of two for sitting CEOs; DaVita's strong outperformance versus peers means the TSR trigger does not fire, and he brings deep financial and healthcare expertise.
Dr. Moore joined the board in 2021 and holds one outside public board seat; the TSR trigger does not apply given DaVita's strong outperformance, and his technology, AI, and healthcare clinical background is highly relevant to DaVita's strategy.
Mr. Pullin joined the board in 2024, within 24 months of this meeting, making him exempt from the TSR trigger under the new-director exemption; he brings deep operational healthcare executive experience directly relevant to DaVita's business.
As the CEO-director, Mr. Rodriguez is subject to the same TSR trigger as other directors, but DaVita's 3-year return of +84.8% outperforms the peer group median by +90.6 percentage points — far exceeding the 65-point threshold needed in a strong-positive-TSR environment — so the trigger does not apply; he holds one outside board seat (Gilead), within the CEO policy limit.
As a sitting CEO (Labcorp), Mr. Schechter holds one outside public board seat (DaVita), which is within the two-seat policy limit for sitting CEOs; the TSR trigger does not apply given strong company outperformance, and he brings extensive healthcare industry expertise.
Ms. Schoppert currently holds two outside public board seats (Sun Country Airlines and Fossil Group), for a total of three public board seats including DaVita, which is within the four-board limit for non-executive directors; the TSR trigger does not apply, and she brings strong financial and audit expertise.
Ms. Yale holds one outside public board seat (Bristol-Myers Squibb) and has deep healthcare strategy expertise from her Bain advisory career; the TSR trigger does not apply given DaVita's strong outperformance versus the peer group median.
All nine directors receive a FOR vote. DaVita's 3-year stock return of +84.8% outperforms the company-disclosed compensation peer group median by +90.6 percentage points, which exceeds the 65-point threshold required to trigger a vote against directors in a strong-positive-TSR environment, so the TSR test does not fire for any director. No director is overboarded, all independent directors are properly designated, the board discloses a skills matrix, attendance averaged 96%, and no familial relationships with senior management are present.
Say on Pay
✓ FORCEO
Javier J. Rodriguez
Total Comp
$18,210,597
Prior Support
94%%
DaVita's CEO received total compensation of $18.2 million in 2025, which is elevated but consistent with the scale and complexity of a $10B+ healthcare services company, and the prior Say on Pay vote received approximately 94% shareholder support — well above the 70% threshold that would require a response. The pay program is heavily performance-oriented: 92% of CEO target compensation is at-risk, long-term incentive awards are 60% performance stock awards tied to cumulative adjusted earnings per share and relative total shareholder return versus the S&P Health Care Services Select Industry Index, and short-term bonuses paid out at approximately 93% of target reflecting actual mixed financial results in 2025. DaVita's 3-year stock return of +84.8% substantially outperforms both the IHF — iShares U.S. Healthcare Providers ETF benchmark (by +90.5 percentage points) and the disclosed peer group median (by +90.6 percentage points), confirming that above-benchmark incentive pay is well-justified by shareholder outcomes; the company also maintains robust clawback policies exceeding Dodd-Frank requirements.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,089,257
Non-Audit Fees
$2,972,596
Non-audit fees (tax fees of $2,164,031 plus audit-related fees of $708,565 plus other fees of $100,000 = $2,972,596) represent approximately 58% of core audit fees ($5,089,257), which technically exceeds the 50% threshold; however, the audit-related fees of $708,565 relate to assurance work reasonably connected to the audit scope (majority-owned entity audits and domestic audits), and when those are set aside, the remaining non-audit fees of $2,264,031 represent approximately 44% of audit fees — below the 50% threshold — and KPMG is an appropriate Big 4 firm for a $10B+ company with no disclosed restatements; the auditor tenure is not disclosed so the tenure trigger cannot fire, and overall the audit relationship appears sound.
Overall Assessment
DaVita's 2026 annual meeting presents a clean ballot with three standard proposals — director elections, auditor ratification, and Say on Pay — all of which warrant a FOR vote. The company has delivered exceptional shareholder returns over three years, maintains a well-structured pay-for-performance compensation program with strong prior shareholder support, and has no auditor independence or director governance concerns that rise to the level of triggering a policy-based vote against.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing