DEF 14A of Davita Inc., Apr 24, 2025

DEF 14A of Davita Inc.

Filed Apr 24, 2025 · FY20240000927066-25-000076

Open on EDGAR

  1. FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO

    | Table of Contents | | | Compensation of Directors | 67 | | Compensation Committee Interlocks and Insider Participation | 69 | | Certain Relationships and Related Person Transactions | 70 | | Audit Committee Report | 71 | | Stockholder Proposals and Nominations for 2026 Annual Meeting | 72 | | General Information | 73 | | Voting Information | 74 | | How to Vote | 74 | | Votes Required for Proposals | 76 | | Proxy Solicitation Costs | 76 | | Delivery of Proxy Statement and Annual Report | 77 | | Forward-Looking Statements | 77 | | Other Matters | 78 | | Annex A | 79 |

  2. Proposal 1 Election of Directors

    Proposal 1 Election of Directors At the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), stockholders will elect nine directors, each to serve until the Company's 2026 Annual Meeting of Stockholders (the "2026 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 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 Annual Meeting, the nominee is not elected to the Board. All 2025 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 election as directors. Charles G. Berg is not standing for re-election at the Annual Meeting and will step down effective as of the date of the Annual Meeting. We thank Mr. Berg for his service and his many valuable contributions to our Board. 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 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. 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.

  3. Proposal 1 Election of Directors

    | 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) | Pamela M. Arway, 71, served as the President of the Japan, Asia-Pacific, Australia region for American Express International, Inc., a global payment services and travel company, from 2005 to 2008. Ms. Arway joined the American Express Company in 1987, and subsequently served in various capacities, including as Chief Executive Officer ("CEO") of American Express Australia Limited from 2004 to 2005 and as Executive Vice President of Corporate Travel, North America from 2000 to 2004. Prior to her retirement in October 2008, she also served as advisor to the American Express Company’s Chairman and CEO. Ms. Arway has been a member of the Board of Directors of Iron Mountain Incorporated, an enterprise information management services company ("Iron Mountain"), since March 2014, serving as Independent Chairperson of Iron Mountain's Board since 2022, and served as a member of the Board of Directors of The Hershey Company, a chocolate and confectionery company, from 2010 to 2024. Ms. Arway brings to the Board significant leadership experience as a global executive, with extensive management experience in the areas of marketing, international business, finance and government affairs. With her service as a director on the boards of other large public companies, Ms. Arway also brings significant experience in corporate governance and executive compensation-related matters. | | Former Chief Executive Officer, Citibank, N.A. Independent Director Since: 2015 Committee Service: Compensation Committee, Chair; Audit Committee Other Public Company Boards: — Citigroup Inc. (NYSE: C) | Barbara J. Desoer, 72, served as the CEO and a member of the Board of Directors of Citibank, N.A., a wholly owned subsidiary of Citigroup, Inc., a diversified global financial services company, both positions she held from April 2014 through April 2019, and COO of Citibank, N.A. from October 2013 to April 2014. Prior to Citibank, N.A., Ms. Desoer spent 35 years at Bank of America, a diversified global financial services company, most recently as President, Bank of America Home Loans, where she led the integration of Countrywide, the largest mortgage originator and servicer in the United States. In previous Bank of America roles, Ms. Desoer served as a Global Technology & Operations executive, an international market-focused position leading teams in the United Kingdom, Asia and Latin America, and President, Consumer Products. Since April 2019, Ms. Desoer has served as Chair of Citibank, N.A. and as a member of the Board of Directors of Citigroup Inc. Ms. Desoer is an experienced business leader with extensive management and international experience and brings to the Board a deep understanding of regulated businesses as well as significant experience in corporate governance, executive compensation, compliance and audit-related matters. |

  4. Proposal 1 Election of Directors

    | | Notice of 2025 Annual Meeting and Proxy Statement | 2 |

  5. Proposal 1 Election of Directors

    | Chief Executive Officer, Cardinal Health, Inc. Independent Director Since: 2022 Committee Service: Audit Committee, Chair Other Public Company Boards: — Cardinal Health, Inc.(NYSE: CAH) | Jason M. Hollar, 52, has served as the CEO and a member of the Board of Directors of Cardinal Health, Inc. ("Cardinal"), a global integrated healthcare services and products company, since September 2022. Prior to his appointment as CEO, Mr. Hollar served as Chief Financial Officer for Cardinal from May 2020 to September 2022, where he led financial activities across the enterprise including financial strategy, capital deployment, treasury, tax, investor relations, accounting and reporting. Prior to Cardinal, from June 2018 until April 2020, Mr. Hollar served as Executive Vice President and Chief Financial Officer of Tenneco Inc. ("Tenneco"), a global automotive products and services company, where he was responsible for financial planning and analysis, accounting and reporting, tax, treasury and investor relations for the company. At Tenneco, Mr. Hollar also served as Senior Vice President, Finance from June 2017 to June 2018. From October 2016 to June 2017, Mr. Hollar served as the Chief Financial Officer of Sears Holding Corporation ("Sears"), a holding company for large consumer retailers across the U.S., and as Senior Vice President, Finance from October 2014 to October 2016. Sears filed for Chapter 11 bankruptcy in October 2018. Mr. Hollar is an experienced finance leader who brings to the Board extensive financial and operational experience spanning the healthcare, transportation, manufacturing and retail sectors. | | 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) | Gregory J. Moore, M.D., Ph.D., 60, served as Corporate Vice President for Microsoft Health and Life Sciences, a division of Microsoft Corporation ("Microsoft"), a multinational technology company that produces computer software, cloud computing services, personal computers and electronics, and other related services, from 2019 to 2023, where he led Microsoft's health and life sciences research and artificial intelligence ("AI") and cloud product development portfolio. Prior to Microsoft, Dr. Moore served as Vice President of Google Inc. ("Google"), a multinational technology company that specializes in Internet-related products and services, from 2016 to 2019, and was the founder and leader of Google Cloud Healthcare and Life Sciences globally. Dr. Moore is an engineer, practicing physician, and experienced educator. He is board certified in Diagnostic Radiology, Neuroradiology and Clinical Informatics. Prior to his leadership roles at Microsoft and Google, Dr. Moore served as the Chief Emerging Technology and Informatics Officer at Geisinger Health System, a regional healthcare provider, where he was also Director of the Institute of Advanced Application. His prior academic and clinical appointments include Stanford University School of Medicine, Penn State University College of Medicine, and Wayne State University School of Medicine. In February 2025, Dr. Moore was appointed as a member of the Board of Directors of Fortive Corporation, a provider of essential technologies for connected workflow solutions. From 2023 to 2024, Dr. Moore served as a member of the Board of Directors of Olink Holding AB, a biotechnology company focused on proteomics, until its merger with Thermo Fisher Scientific Inc., and from 2019 to 2021, Dr. Moore served as a director of Hill-Rom Holdings, Inc., a medical technology provider, until its merger with Baxter International Inc. In 2024, Dr. Moore earned the National Association of Corporate Directors ("NACD") CERT Certificate in Cyber-Risk Oversight. Dr. Moore brings to the Board substantial experience both in the medical field as a practitioner and as a technology executive experienced in digital health and AI. |

  6. Proposal 1 Election of Directors

    | President and CEO, Virtua Health Independent Director Since: 2024 Committee Service: Compliance and Quality Committee; Nominating and Governance Committee Other Public Company Boards: –Hillenbrand, Inc. (NYSE: HI) | Dennis W. Pullin, 65, has served as President and CEO of Virtua Health ("Virtua"), an academic health system in New Jersey offering a range of preventative, primary, ambulatory, acute and tertiary care since 2017. From 2009 to 2017, Mr. Pullin served as President of MedStar Harbor Hospital, a not-for-profit, community-based health care organization in the U.S. Mid-Atlantic region. From 2006 to 2009, Mr. Pullin served as Chief Operating Officer and Senior Vice President of MedStar Washington Hospital Center, the largest private teaching and research hospital based in Washington, D.C. Mr. Pullin served as Vice President of Operations and Business Development at CHI St. Luke’s Health, a tertiary community teaching hospital in the Texas Medical Center from 2002 to 2006. Since May 2021, Mr. Pullin has served as a member of the Board of Directors of Hillenbrand, Inc., a global diversified industrial company. Mr. Pullin brings to the Board his deep executive leadership experience in the healthcare space, including in hospitals, academic medical centers, physician group practices, and private industry. He also brings to the Board a unique and valuable perspective on transforming patient experience through the use of technology and value-based care. | | Chief Executive Officer, DaVita Inc. Director Since: 2019 Other Public Company Boards: –Gilead Sciences, Inc. (NASDAQ: GILD) | Javier J. Rodriguez, 54, has served as the DaVita Inc. CEO since June 2019. From March 2014 until June 2019, he served as the CEO of DaVita Kidney Care. Since joining the Company in 1998, Mr. Rodriguez has served in a number of different capacities. From February 2012 to March 2014, he served as our President. From April 2006 through February 2012, he served as our Senior Vice President. From 2000 to 2006 he served as a Vice President of Operations and Payor Contracting. Mr. Rodriguez joined the Company in 1998 as a Director of Value Management. Prior to joining the Company, Mr. Rodriguez worked for Baxter Healthcare Corporation in Finance from 1995 to 1996. Since June 2020, Mr. Rodriguez has been a member of the Board of Directors of Gilead Sciences, Inc., a research-based pharmaceutical company. Mr. Rodriguez provides extensive knowledge of the healthcare and dialysis industries, and our business, regulatory environment and operations as well as significant executive leadership and management experience. | | 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) | Adam H. Schechter, 60, has served as Chairman of the Board of Directors of Labcorp Holdings Inc. (formerly known as Laboratory Corporation of America Holdings) ("Labcorp"), a leading global life sciences company, since May 2020, as a director of Labcorp since April 2013, and President and CEO since November 2019. Mr. Schechter previously served as special advisor to the CEO of Merck & Co., Inc. (“Merck”), a multinational pharmaceutical company, from January 2019 to July 2019. From 2010 to 2018, Mr. Schechter was an Executive Vice President of Merck, where he was a member of Merck’s executive committee, pharmaceutical and vaccines operating committee, and President of Merck’s Global Human Health Division, which included Merck’s worldwide pharmaceutical and vaccine businesses. Prior to becoming President, Global Human Health, Mr. Schechter served as President, Global Pharmaceutical Business of Merck from 2007 to 2010. In 2022, Mr. Schechter earned the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Schechter brings to the Board extensive knowledge of the healthcare industry, operations and regulatory environment, and significant executive leadership and management experience. |

  7. Proposal 1 Election of Directors

    | | Notice of 2025 Annual Meeting and Proxy Statement | 4 |

  8. Proposal 1 Election of Directors

    | Former Chief Financial Officer, Sleep Number Corporation Independent Director Since: 2023 Committee Service: Audit Committee; Compensation Committee Other Public Company Boards: –The ODP Corporation (NASDAQ: ODP) | Wendy L. Schoppert, 58, served as Executive Vice President and Chief Financial Officer of Sleep Number Corporation ("Sleep Number"), a smart bed and wellness technology manufacturer and retailer, from 2011 to 2014, where she also previously served as Senior Vice President and Chief Information Officer from 2008 to 2011 and Senior Vice President, International and New Channel Development, from 2005 to 2008. Prior to joining Sleep Number, Ms. Schoppert led U.S. Bank’s Private Asset Management team and served as Head of Product, Marketing & Corporate Development for U.S. Bank’s Asset Management division. She began her career in the airline industry, serving in various financial, strategic and general management leadership positions at American Airlines, Northwest Airlines and America West Airlines. Ms. Schoppert has served on the Board of Directors of The ODP Corporation, the parent company of Office Depot / Office Max and related B2B businesses ("ODP") since July 2020, and has served as the non-executive Chair of ODP's Board of Directors since June 2024. From 2017 to 2023 she served on the Board of Directors of The Hershey Company, and from 2015 to 2025 she served on the Board of Directors of Big Lots, Inc., a discount home retailer. Ms. Schoppert is a former co-chair of the Minnesota Chapter of Women Corporate Directors and has also earned the NACD CERT Certificate in Cyber-Risk Oversight. Ms. Schoppert is an experienced finance leader who brings to the Board financial, information technology, marketing and operational experience with a background spanning the consumer goods, transportation, and retail sectors. | | 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) | Phyllis R. Yale, 67, has been an Advisory Partner with Bain & Company, Inc. (“Bain”), a global management consulting firm, since July 2010. Ms. Yale was a Partner with Bain from 1987 to July 2010, and a leader in building Bain’s healthcare practice. In her role at Bain, Ms. Yale works with healthcare payors, providers, and medical device companies, and frequently advises the world’s leading private equity firms on their investments in the healthcare sector. She has served as a member of the board of directors of several public and private companies in the healthcare sector, and since November 2019 has served as a member of the Board of Directors of Bristol Myers Squibb Company, a global biopharmaceutical company. Ms. Yale previously served as Chair of the Blue Cross Blue Shield of Massachusetts ("BCBS") Board of Directors from 2014 to 2019 and served on the board of BCBS from 2014 through December 2024, and as Chair of the Board of Directors of Kindred Healthcare, Inc. from 2010 to 2018. Ms. Yale has a deep knowledge base in the U.S. healthcare sector and has experience in many aspects of the healthcare industry, including corporate strategies, marketing and cost and quality management, as well as mergers and acquisitions. |

  9. Director Nominees*

    Director Nominees*

  10. Director Nominees*

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  11. Director Nominees*

    *Data as of April 24, 2025. 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 directors, an overview of which is set forth below.

  12. Director Nominees*

    | | Rotating cycle with anonymous written evaluations each year and live interviews with each director every other year, which includes individual director evaluations. Process is overseen by the Nominating and Governance Committee. | | | Directors provide feedback regarding performance and effectiveness of the Board and its Committees, the Chair and, every other year, individual director performance. | | | The Board reviews the results of these evaluations in executive session. The Chair of the Board speaks with each director for one-on-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. |

  13. Director Nominees*

    Director Independence Under the listing standards of the NYSE, a majority of the members of the Board must satisfy the NYSE Independence Standards. In addition, the Company's Guidelines require that at least two-thirds of the members of the Board satisfy the NYSE Independence Standards and certain additional independence standards discussed in detail below and included in the Company's Guidelines (the "Additional Independence Standards" and, together with the NYSE Independence Standards, the "Company Independence Standards"). Under the Additional Independence Standards, a director is deemed not independent if (i) within the last four calendar years, (a) the director was an employee of the Company or one of its wholly-owned subsidiaries or (b) an immediate family member of the director was an executive officer of the Company, (ii) the director, during the current calendar year or any of the three immediately preceding years, has been paid by the Company more than $120,000 in compensation for services, other than for services rendered as a director, or (iii) the director is employed as an executive officer of another public company on whose board of directors any of the Company’s current executive officers serve. 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, 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 Company Independence Standards, and (ii) each other individual who served as a director at any time during 2024, was independent under the Company 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 and 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 Company Independence Standards because he is employed as the Company's CEO. Change in Status and Director Commitments Our Guidelines require the Board to 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. In such event, 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 director. The determination of whether a change in status has occurred 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 other significant commitments 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.

  14. Director Nominees*

    | | Notice of 2025 Annual Meeting and Proxy Statement | 10 |

  15. Director Nominees*

    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 –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 on an annual basis. Succession Planning

  16. 2024 Compensation Highlights

    | 2024 STI Program Payouts | Performance achieved under our 2024 short-term incentive program ("STI Program") was aligned with our strong Company performance for 2024 and resulted in stockholder aligned payouts of approximately 181% to 185% of target under the STI Program, depending on individual NEO results for the custom strategic objectives. | | 2024 LTI Program Awards | Consistent with prior years, equity awards granted under our 2024 long-term incentive ("2024 LTI Program") program comprised of: •60% performance-based restricted stock units ("PSUs"), with performance measured on a cumulative basis (and metrics based on adjusted earnings per share ("Adjusted EPS") and relative total shareholder return ("Relative TSR") •40% restricted stock units ("RSUs") subject to back-loaded time-based vesting over multiple years | | 2021 Performance Based PSUs | PSUs granted in 2021 with a performance period covering 2024 vested at 90% of target, with Adjusted EPS performance achieved at 74% of target and Relative TSR performance achieved at 136% of target. | | 2022 Performance Based PSUs | PSUs granted in 2022 with a performance period covering 2024 vested at 89% of target, with Adjusted EPS performance achieved at 69% of target and Relative TSR performance achieved at 149% of target. |

  17. 2024 Compensation Highlights

    Executive Transitions: Our executive team also experienced some transitions. Effective September 15, 2024, Mr. Maughan was appointed Chief Operating Officer, Kidney Care and Mr. Staffieri transitioned from Chief Operating Officer, Kidney Care, to Chief Operating Officer Emeritus. In connection with the change in his role, Mr. Staffieri is no longer an executive officer and his total compensation was reduced accordingly beginning in 2025. 2024 CEO Grant: Our CEO, Javier Rodriguez, completed his fifth year in the role, spearheading the execution of his strategic vision for the Company. The 2019 premium-priced stock appreciation right award (the "CEO Premium-Priced SSAR Award") was the only equity award granted to Mr. Rodriguez since it was approved by the Board on November 4, 2019, with an expiration date in November 2024. As further described below, the Compensation Committee and the independent directors determined it was in the best interests of the Company to award Mr. Rodriguez an equity grant comprised of 60% PSUs and 40% RSUs in November 2024 (the "2024 CEO Grant") following the expiration of the CEO Premium-Priced SSAR, given that he had no outstanding unvested equity at that time. This award was designed to be consistent with our compensation philosophy and principles, and intended to transition our CEO back to our annual program and align his compensation structure with that of his executive team. In designing this award, the Compensation Committee and independent directors also took into consideration stockholder feedback to transition away from multi-year equity awards and towards an annual equity award cycle for Mr. Rodriguez. As part of the considerations in granting this award, the Compensation Committee and independent directors took into account the strength of our CEO's performance throughout his tenure, particularly throughout challenging market conditions for our industry, and the belief in the importance of his continued leadership to the execution of our Company's go-forward strategy. Please see "What We Pay and Why - Long-Term Incentive Program for 2024 - 2024 CEO Grant" below for further details on the 2024 CEO Grant.

  18. Compensation Elements

    | Base Salary | Short-Term Incentive Program | Long-Term Incentive Program | | | It is appropriate that some portion of compensation be in a form that is fixed to provide executives with a base level of income. Base salaries can be adjusted based on individual performance, changes to portfolio of responsibilities and comparative market data. | Performance Measures •70% Financial: Adjusted Operating Income and Adjusted Free Cash Flow •Strategic Objectives: ◦Operational and sustainability-related factors(1) (21%) ◦Custom objectives for each NEO (9%) •Payout 0% to 200% of target | | | | | | 60% PSUs | 40% RSUs | | | | | | | | | •Performance criteria 75% Adjusted EPS, 25% Relative TSR as compared to the constituents of the S&P Health Care Services Select Industry Index •Payout 0% to 200% of target shares •Performance is measured over a multi-year performance period | •For RSU awards granted to NEOs in March 2024, vests 50% on each of the third and fourth anniversaries of the grant date •For the RSU award granted under the 2024 CEO Grant, vests ratably over a three year period |

  19. Compensation Principles

    | Compensation Principles | | | Performance Orientation | –92% of target compensation for our CEO and 85% of target compensation for our other NEOs is at risk, and a majority of compensation for our NEOs is tied to performance, and not just continued service –Multiple criteria in the Company's 2024 STI Program balance financial goals and strategic objectives –PSU awards granted under our LTI program use a mix of market-based (Relative TSR) and financial (Adjusted EPS) metrics –Performance-based equity awards are measured on a cumulative basis, emphasizing sustained performance over the multi-year performance period –Compensation Committee retains ability to exercise negative discretion under the STI Program | | Metrics are Linked to Strategy | –75% of PSUs under the LTI program in recent years are tied to a long-term Adjusted EPS target, which we believe focuses our NEOs on capital-efficient growth, the hallmark of our long-term strategy –Our STI Program includes certain strategic goals that are viewed as important for both near-term operational success and long-term value creation, such as clinical metrics (metrics related to home modalities penetration and patient engagement), teammate engagement and water savings, which together comprise 21% of the total STI Program opportunity |

  20. Compensation Principles

    | Compensation Principles | | | Program Designed to Balance Relative and Absolute Performance & Incentivize Outperformance | –In the 2024 STI Program, Adjusted Operating Income performance had to be at or above the midpoint of our 2024 initial guidance range to achieve target payout as well as above actual 2023 performance –For PSUs granted in 2024, Relative TSR-dependent PSUs require above-market performance at the 55th percentile to achieve target vesting –If our TSR is negative, then vesting is capped at the target number of PSUs regardless of our Relative TSR performance | | Formulaic Criteria | –Under the 2024 STI Program, 91% of the annual target opportunity was formulaic, with the remaining 9% tied to strategic objectives for each individual NEO, which are qualitatively evaluated by the Compensation Committee (and, in the case of the CEO, the independent members of the Board) –For PSUs granted in 2024, 100% of the payout opportunity is formulaically determined | | No Positive Discretion | –The Compensation Committee does not exercise positive discretion in making compensation decisions under the STI Program or with respect to performance-based metrics under our LTI program |

  21. Short-Term Incentive Program for 2024

    Short-Term Incentive Program for 2024 The NEO participants in the 2024 STI Program had a target bonus approved by the Compensation Committee, and with respect to the CEO, ratified by the independent members of the Board. Participants are eligible to earn 0% to 200% of their target bonus based on performance against the predetermined and approved STI Program metrics. Based on a review of competitive market data, the Compensation Committee determined to increase the target bonus opportunities for certain NEOs from 2023 to 2024 (not including Mr. Rodriguez), in order to align with market trends and internal pay equity considerations. Mr. Maughan was a participant in the STI Program for the first time in 2024. The following table summarizes the target bonus and target bonus as a percent of base salary for each of the NEOs:

  22. Short-Term Incentive Program for 2024

    | Name | 2024 Base Salary | 2024 Target Incentive Opportunity | 2024 Target Incentive Opportunity as a Percentage of Salary1 | | Javier J. Rodriguez | $1,500,000 | $2,250,000 | 150% | | Joel Ackerman | $800,000 | $800,000 | 100% | | David P. Maughan | $725,000 | $725,000 | 100% | | Kathleen A. Waters | $750,000 | $700,000 | 93% | | James O. Hearty | $600,000 | $450,000 | 75% | | Michael D. Staffieri | $800,000 | $1,200,000 | 150% |

  23. Short-Term Incentive Program for 2024

    1 The target incentive opportunities for the NEOs other than the CEO were approved by the Compensation Committee in terms of an absolute dollar opportunity and this column includes the percentage opportunity determined by dividing the target dollar value by the NEO’s base salary.

  24. Short-Term Incentive Program for 2024

    | | Notice of 2025 Annual Meeting and Proxy Statement | 36 |

  25. Short-Term Incentive Program for 2024

    The following table summarizes the performance metrics, weightings, criteria ranges, performance-based eligibility ranges, actual performance and eligible payout percentages for the components of the 2024 STI Program:

  26. Short-Term Incentive Program for 2024

    | 2024 STI Program Performance Metrics | Performance Metrics Weightings | Criteria Range | Performance Based Eligibility Range (%) | Actual Performance | Eligible Payout Achieved (%) | | Financial: Adjusted Operating Income1 | 50.0% | $1,790 million to $2,052 million ($1,902 million target)2 | 0%; 25% - 200% | $2,053 million2 | 200.0% | | Financial: Adjusted Free Cash Flow1 | 20.0% | $908 million to $1,171 million ($1,021 million target)2 | 0%; 25% - 200% | $1,220 million2 | 200.0% | | Strategic Objectives: Home modalities penetration (Q4 2024) | 7.5% | 15.40% to 16.75% (15.75% target) | 0%; 25% - 200% | 15.63%2 | 76.0% | | Strategic Objectives: Comprehensive Kidney Care Contracting patient contact composite | 7.5% | 40.0% to 65.0% (60.0% target) | 0%; 25% - 200% | 63.10% | 162.0% | | Strategic Objectives: Teammate engagement (average of 2024 survey results) | 3.0% | 76.0% to 84.0% (80.0% target) | 0%; 25% - 200% | 83.97% | 199.3% | | Strategic Objectives: Water savings projects (millions of gallons) | 3.0% | 50 to 100 million gallons (75 million gallons target) | 0%; 25% - 200% | 75 million gallons | 100.0% | | Strategic Objectives: Custom objectives | 9.0% | Varies by NEO | 0% - 200% | Varies by NEO | Varies by NEO3 |

  27. Short-Term Incentive Program for 2024

    1"Adjusted Operating Income” and “Adjusted Free Cash Flow” are non-GAAP financial measures. Please see Annex A for a presentation of the most directly comparable GAAP financial measure and a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. 2The Compensation Committee designed the 2024 STI Program to use adjustments for certain items that were not included in the original target setting process. See below for additional details on these pre-established adjustments to the corresponding non-GAAP financial measure reported in our Company's 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), as applicable. 3Actual payouts with respect to the custom objectives vary by NEO, but are subject to a maximum payout of 200% of target.

  28. 2024 STI Program Payouts

    2024 STI Program Payouts In determining the ultimate achievement of performance metrics and payout amounts under the terms of the 2024 STI Program, the Compensation Committee (and, in the case of the CEO, the independent members of the Board), took into consideration the strength of the Company's overall performance for the year, as well as management's overall performance, including management's swift response and the Company's overall resilience with respect to the healthcare industry impacts of both the Change Healthcare outage and the supply disruption caused by Hurricane Helene, determining that management displayed agility and resolve in responding to these crises, and effectively prioritized patient safety and care. The table below summarizes the performance metrics and their relative weights, and the eligible payout achieved, target incentive opportunity, and total eligible and actual 2024 STI Program award by NEO. Certain columns or rows may not precisely recalculate due to the presentation of rounded numbers.

  29. 2024 STI Program Payouts

    | | | Eligible Payout Achieved | | | | | | | 2024 STI Program Performance Metrics | Performance Metrics Weightings | Javier J. Rodriguez | Joel Ackerman | David P. Maughan | Kathleen A. Waters | James O. Hearty | Michael D. Staffieri | | Financial: Adjusted Operating Income | 50.0% | 200.0% | | | | | | | Financial: Adjusted Free Cash Flow | 20.0% | 200.0% | | | | | | | Strategic Objectives: Home modalities penetration | 7.5% | 76.0% | | | | | | | Strategic Objectives: CKCC patient contact composite | 7.5% | 162.0% | | | | | | | Strategic Objectives: Teammate engagement | 3.0% | 199.3% | | | | | | | Strategic Objectives: Water savings projects | 3.0% | 100.0% | | | | | | | Strategic Objectives: Custom objectives | 9.0% | 180.0% | 180.0% | 160.0% | 180.0% | 200.0% | 160.0% | | Total Weighted Eligible Payout Achieved | | 183.0% | 183.0% | 181.2% | 183.0% | 184.8% | 181.2% | | Target Incentive Opportunity | | $2,250,000 | $800,000 | $725,000 | $700,000 | $450,000 | $1,200,000 | | Total Eligible and Actual STI Program Award | | $4,118,119 | $1,464,220 | $1,313,899 | $1,281,193 | $831,724 | $2,174,730 |

  30. 2024 STI Program Payouts

    | | Notice of 2025 Annual Meeting and Proxy Statement | 40 |

  31. Long-Term Incentive Program for 2024

    Long-Term Incentive Program for 2024

  32. Setting Awards Under 2024 LTI Program; Strong Pay-for-Performance Alignment

    Setting Awards Under 2024 LTI Program; Strong Pay-for-Performance Alignment LTI program awards are designed to provide a link to long-term stockholder value through equity awards for our executives. We believe that the structure of our LTI program creates alignment with the Company's sustained, long-term performance. For PSUs, given the market and operating conditions at the time the targets were set, the target payout levels were designed to be achievable with strong management performance, while maximum payout levels were designed to be difficult to achieve. To provide context on the historical rigor of our Adjusted EPS and Relative TSR metrics, the chart below shows achievement of performance goals under our annual LTI program over recent years. The PSU awards are shown by grant year; accordingly, performance achieved relates to awards vested three and four years following the applicable grant date.1 In 2023, with input from Compensia, the Compensation Committee's independent advisor, and in consideration of stockholder feedback, we transitioned our performance period for Adjusted EPS to reflect three-year cumulative performance rather than measuring individual years of performance, vesting three and four years following the grant date. (1) For 2022, performance relates to the 2024 performance year only as that is the only completed performance period for this grant as of the date of this filing.

  33. March 2024 Grants

    March 2024 Grants The Compensation Committee determined the annual 2024 LTI Program awards for our NEOs (other than the CEO) with the input of the CEO and Compensia, and after consideration of market data provided by Compensia. In advance of the annual equity awards being granted each year, the CEO considers the following in recommending equity awards for NEOs other than himself to the Compensation Committee: (i) recent performance and trajectory of historical performance; (ii) level of responsibilities and expected changes to responsibilities; (iii) market levels of total compensation and long-term incentives for similar positions, within the Company's compensation peer group, based on the market data provided by the Compensation Committee's independent advisor; (iv) the historical amounts granted and expected vesting levels; (v) the competitive labor market for executive talent at the time of grant; and (vi) the "in-the-money value" of unvested equity currently held by the participants. As noted above, when determining overall target compensation and the allocation among the various compensation elements, the Compensation Committee’s practice has been to deliver a greater percentage of compensation in the form of variable (or "at-risk") compensation, with an emphasis on LTI program awards to most directly align the NEOs’ interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company’s long-term strategy. The table below shows the target value of RSUs and PSUs granted to each of our participating NEOs in March 2024:

  34. March 2024 Grants

    | 2024 Long-term Incentive Awards | PSUs Grant Date Value ($) | RSUs Grant Date Value ($) | | Joel Ackerman | 2,250,000 | 1,500,000 | | David P. Maughan (1) | — | 3,000,000 | | Kathleen A. Waters | 1,440,000 | 960,000 | | James O. Hearty | 510,000 | 340,000 | | Michael D. Staffieri | 2,700,000 | 1,800,000 |

  35. March 2024 Grants

    (1) Mr. Maughan was not an NEO at the time of our March grants, and as such did not receive any PSUs in 2024. Mr. Maughan instead received 100% RSUs pursuant to the Company's grant administration practices for non-NEOs in 2024, which are scheduled to vest 50% on each of the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award, including his continued service. The March 2024 LTI Program grants include the following key elements to help drive Company performance and align with stockholder interests:

  36. March 2024 Grants

    | 60% PSUs | –Performance Goals: 75% related to Adjusted EPS and 25% related to Relative TSR. –Threshold performance required for payout at 25% of target shares, with potential to earn up to 200% of target shares. –Three-year vesting schedule, with 100% vesting on March 15, 2027, following conclusion of the three-year performance period, subject to the terms and conditions of the award, including continued service and achievement of the applicable performance goals. | | 40% RSUs | –Back-loaded vesting schedule, with 50% vesting on each of March 15, 2027 and March 15, 2028. |

  37. March 2024 Grants

    The table below summarizes the performance criteria range and percent range of target PSUs for the 2024 PSU awards that were granted in March 2024:

  38. March 2024 Grants

    | 2024 PSU Performance Metrics | Performance Metrics Weightings | 2024-2026 Criteria Range | Percent of Target PSUs | Vesting | | 2024-2026 Cumulative Adjusted Earnings per Share1 | 75% | $28.66 - $31.21 (Target: $29.74) | 0%; 25% - 200% | 100% March 15, 2027 | | Relative TSR v. S&P Health Care Services Select Industry Index2 | 25% | 10th - 90th percentile (Target: 55th percentile) | 0%; 25% - 200% | 100% March 15, 2027 |

  39. March 2024 Grants

    1“Adjusted Earnings per Share” is a non-GAAP financial measure that represents a per share measure of adjusted net income, and is one of the key metrics on which we report in our quarterly earnings release. For purposes of the 2024 PSUs, “Adjusted Earnings per Share” represents our net income per share, adjusted as reported in our earnings release in the year of measurement, to exclude certain items from net income that we do not believe are indicative of our ordinary results of operations, generally including as applicable in that year, among other things, impairment charges, gains and losses on ownership changes, restructuring charges, accruals for legal matters and debt prepayment and refinancing charges. Additional adjustments may be made under the terms of the 2024 LTI Program. In addition, in accordance with the 2024 LTI Program, performance targets are subject to adjustment in the event that certain corporate transactions occur during the performance period. 2Vesting based on the percentile position represented by the return on investment in DaVita stock ("DaVita TSR") within the range of returns on investments in each of the constituents of the S&P Healthcare Services Select Industry Index (assuming dividend reinvestment). The percentage of target shares that vest are a function of the percentile ranking of DaVita's TSR. If our TSR is negative, then vesting is capped at the target number of PSUs regardless of our relative TSR performance. Consistent with prior years, the Compensation Committee set 2024 LTI Program goals that were designed to be rigorous, requiring strong performance over the three-year performance period based on compounded growth over the midpoint of our initial Adjusted EPS guidance provided to stockholders on February 13, 2024. Also, consistent with prior years, after discussion and consideration of input from Compensia, the Compensation Committee decided that it was appropriate not to adjust the EPS targets for the volume of share repurchases because the expected share repurchase volume is incorporated into our EPS forecasts and target setting.

  40. 2024 CEO Grant

    2024 CEO Grant The CEO Premium-Priced SSAR Award1 expired at the conclusion of its five-year term on November 4, 2024. Following such time, given that Mr. Rodriguez had not received any equity grants since 2019, and therefore had no outstanding equity awards, the Compensation Committee determined that it was in the best interests of the Company to re-stake the CEO upon the expiration of the CEO Premium-Priced SSAR Award. The Compensation Committee and the other independent directors took into consideration the CEO's proven record to date of driving strong Company performance despite challenging market conditions for our industry such as a global pandemic, external forces impacting mortality of our patient base, and disruptions in supply chains due to extreme weather events, among other things, and the belief in the importance of his continued leadership to the execution of the Company's go-forward strategy. In designing the 2024 CEO Grant, the Compensation Committee and independent directors acknowledged that the CEO Premium-Priced SSAR Award had been designed for a time when the Company was undergoing a strategic reset that has since been successfully navigated under Mr. Rodriguez's leadership, placing both Mr. Rodriguez and the Company in a different position than at the time of the CEO transition when the CEO Premium-Priced SSAR was granted. Taking into account these differences as well as stockholder feedback on our CEO compensation program, the Compensation Committee and independent directors determined it was appropriate to move away from the previous multi-year grant model that it had implemented in 2019 with the CEO Premium-Priced SSAR Award and move towards re-integrating Mr. Rodriguez into the Company's annual LTI program. In particular, the Compensation Committee and independent directors modeled the 2024 CEO Grant based on the following principles: •Emphasis on annual grants (versus a multi-year grant framework); •Realignment with the senior executive team LTI program design with a broader mix of metrics (more akin to our typical annual LTI program); and •Strong pay-for-performance orientation, with 60% of target award value granted in the form of PSUs tied to Adjusted EPS and Relative TSR, just as in our LTI program. These principles were intended to align the performance-based compensation of our CEO with long-term stockholder interests. After consideration of the above, as well as market data and input from Compensia, the Compensation Committee and independent directors granted an equity award to the CEO on November 15, 2024, with a target grant value of $15 million.2 For future equity awards, the Compensation Committee and the other independent directors expect that our CEO will participate with the other NEOs in the annual LTI program and grant cycle. Consistent with the March 2024 NEO awards, the 2024 CEO Grant is weighted 60% PSUs and 40% RSUs. For the PSU performance goals, 75% is related to Adjusted EPS and the remaining 25% of the PSUs is related to a Relative TSR metric (same as for the March 2024 NEO grants described above). Performance for the PSUs is measured from January 1, 2025 through December 31, 2026, with the PSUs vesting three years from the grant date on November 15, 2027, subject to the achievement of the applicable performance goals. For the RSUs, the award vests ratably over three years (33.33% each year), ending on November 15, 2027. 1 The CEO Premium-Priced SSAR Award consisted of a single grant of 2,500,000 stock-settled SARs. It had a base price (similar to a strike price of an option) that was a significant premium to the market price on the date the independent directors approved the grant and was in lieu of any other equity grants to the CEO through the five-year period from the Board's approval of the grant. This award was designed based on feedback from some of our largest stockholders, and with input from Compensia. The award was granted at a time when the Company was undergoing a strategic reset, and the Compensation Committee believed that a single grant of SSARs at a base price that was a significant premium to the then-current market price was the most appropriate form of compensation for Mr. Rodriguez to drive sustained stockholder value creation. 2 The $15 million target value as of the grant date differs from the amount reported in the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table due to the valuation requirements related to valuing the Relative TSR portion of the PSU award using a Monte-Carlo simulation. The table below summarizes the performance criteria range and percent range of target PSUs for the 2024 CEO Grant:

  41. 2024 CEO Grant

    | 2024 CEO Grant Performance Metrics1 | Performance Metrics Weightings | 2025-2026 Criteria Range | Percent of Target PSUs | Vesting | | 2025-2026 Cumulative Adjusted EPS | 75% | $20.46 - $23.39 (Target $22.04) | 0%; 25% - 200% | 100% November 15, 2027 | | Relative TSR v. S&P Health Care Services Industry Index | 25% | 10th – 90th percentile (Target: 55th percentile) | 0%; 25% - 200% | 100% November 15, 2027 |

  42. 2024 CEO Grant

    1Adjusted EPS and Relative TSR are generally calculated in the same manner as the March 2024 NEO Grants, with Adjusted EPS and Relative TSR measured cumulatively over the 2025-2026 performance period. Similar to awards under our 2024 LTI Program, the Compensation Committee and independent directors designed the 2024 CEO Grant goals to be rigorous, requiring strong performance over the cumulative performance period based on compounded growth over 2024 results. For this award, to further the Compensation Committee’s objective of transitioning our CEO back to our annual equity program, it determined to align the performance period with that of the March 2024 grants and use a ratable vesting period for the RSUs.

  43. 2021 and 2022 PSU Results and Payouts

    2021 and 2022 PSU Results and Payouts The performance metrics associated with the PSUs granted in 2021 have been measured through the end of the relevant performance periods. The first performance period for the PSUs granted in 2022 concluded at the end of fiscal year 2024, with the remaining performance period concluding at 2025 fiscal year end. The tables below summarize the criteria range and percentage range of target PSUs and detail the relative weightings of each performance metric for the 2021 and 2022 PSUs.

  44. 2021 and 2022 PSU Results and Payouts

    | | | | Performance Based Eligibility Range | | Eligible Payout Achieved | | 2021 PSU Performance Metrics | Weight | Criteria Range | (%) | Actual Performance | (%) | | 2023 Adjusted Earnings Per Share1 | 37.5% | $9.19 - $12.75 | 0%; 50% - 200% | $8.39 | 0% | | 2024 Adjusted Earnings Per Share1 | 37.5% | $9.56 - $14.80 | 0%; 50% - 200% | $10.31 | 74% | | Relative TSR (2024 vesting) | 12.5% | 25th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 50% - 200% | 37th percentile | 70% | | Relative TSR (2025 vesting) | 12.5% | 25th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 50% - 200% | 67th percentile | 136% |

  45. 2021 and 2022 PSU Results and Payouts

    | | | | Performance Based Eligibility Range | | Eligible Payout Achieved | | 2022 PSU Performance Metrics | Weight | Criteria Range | (%) | Actual Performance | (%) | | 2024 Adjusted Earnings Per Share1 | 37.5% | $9.87 - $12.99 | 0%; 50% - 200% | $10.31 | 69% | | 2025 Adjusted Earnings Per Share1 | 37.5% | $10.26 - $14.81 | 0%; 50% - 200% | In Progress2 | N/A2 | | Relative TSR (2025 vesting) | 12.5% | 25th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 50% - 200% | 72 percentile | 149% | | Relative TSR (2026 vesting) | 12.5% | 25th to 90th percentile of S&P Health Care Services Select Industry Index | 0%; 50% - 200% | In Progress2 | N/A2 |

  46. 2021 and 2022 PSU Results and Payouts

    1.“Adjusted Earnings per Share” or "Adjusted EPS" is a non-GAAP financial measure that represents a per share measure of adjusted net income. Adjusted net income excludes certain items from net income that we do not believe are indicative of our ordinary results of operations, including gains on changes in ownership interests and debt prepayment and refinancing charges. Please see Annex A for a presentation of the most directly comparable GAAP financial measure and a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. As previously noted, beginning with our reporting for the second quarter of 2024, we changed our presentation of center closure charges in connection with the resolution of an SEC comment letter. Therefore, as contemplated under the pre-established terms of our 2021 and 2022 PSUs, the 2024 Adjusted EPS performance for the 2021 and 2022 PSUs was adjusted to exclude center capacity closure charges in order to remain consistent with our accounting methodology in place at the time of grant (the methodology upon which the Compensation Committee designed the 2021 and 2022 PSUs). Without this adjustment, performance achieved with respect to this metric would have been greater than 50% for the 2021 PSU awards and below the threshold for the 2022 PSU awards. Due to the application of this adjustment under the pre-established terms of the 2021 and 2022 PSUs, Adjusted EPS in the table above differs from “Adjusted EPS” presented in our 2024 earnings. 2."In progress" as of the filing date of this Proxy Statement.

  47. 2021 and 2022 PSU Results and Payouts

    | | Notice of 2025 Annual Meeting and Proxy Statement | 44 |

  48. 2021 and 2022 PSU Results and Payouts

    How We Make Executive Compensation Decisions

  49. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has selected and directly retains the services of Compensia, a national compensation consulting firm, as its independent compensation consultant. The Compensation Committee has the sole authority to retain or replace Compensia in its discretion. Compensia does not provide consulting services to Company management and may not provide such services without prior approval of the Chair of the Compensation Committee. Accordingly, Compensia only provides compensation consulting services to the Compensation Committee, and works with the Company’s management only on matters for which the Compensation Committee provides direction and is responsible. The Compensation Committee periodically seeks input from Compensia on a range of external market factors, including evolving compensation trends, peer companies and market survey data. Compensia provides the Compensation Committee with an analysis of comparative market data on, among other things, the amount and mix of compensation for senior executives, including the CEO, at a group of comparable companies within our industry to help inform the Compensation Committee's deliberation on compensation decisions. Compensia also provides general observations on the Company’s executive compensation program, but it does not determine the amount or form of compensation for the executive officers. In all cases, while the Committee may consider information and input provided by Compensia, the Compensation Committee retains full and final approval of all material elements of executive compensation, with the exception of CEO compensation, which is ratified by the independent members of the Board. Pursuant to the rules of the SEC and NYSE, the Compensation Committee has assessed the independence of Compensia. The Company has determined that the work of Compensia for the Compensation Committee did not raise any conflicts of interest.

  50. Market Competitiveness

    Market Competitiveness Each year, the Compensation Committee, starting with a recommendation from Compensia, identifies a group of peer companies for purposes of evaluating the overall competitiveness of our executive officers' compensation levels. When we initially determined this peer group, we first focused on companies in our industry with revenues that are 0.4x to 2.5x our revenues and a market capitalization that is 0.2x to 5.0x our market capitalization. Because of the limited number of direct peers in the healthcare services and facilities industries that met this "size" criteria, we then expanded our industry scope to include the broader healthcare industry. We believe the compensation paid by the resultant comparator peer group is representative of the compensation required to attract, retain and motivate our executive talent. For purposes of evaluating compensation decisions in early 2024, we used the following compensation peer group, which was the same peer group used for purposes of evaluating compensation decisions in 2023, other than the removal of Syneos Health, which was acquired by a private investment firm:

  51. Market Competitiveness

    | 2024 Compensation Peer Group | | | Avantor | Laboratory Corp of America | | Baxter International | Molina Healthcare | | Centene | Revvity (f/k/a Perkin Elmer) | | Dentsply Sirona | Quest Diagnostics | | Encompass Health | Select Medical Holdings | | HCA Healthcare | Tenet Healthcare | | Henry Schein | Universal Health Services | | Hologic | Zimmer Biomet Holdings | | IQVIA Holdings | |

  52. Severance and Change of Control Arrangements

    Severance and Change of Control Arrangements We have entered into employment or severance arrangements with each of our NEOs, including a new employment agreement with Mr. Maughan in 2024 in connection with his transition to Chief Operating Officer, Kidney Care. These arrangements, among other things, provide for severance benefits in the event of a termination of employment in certain circumstances, including, with respect to certain NEOs, the departure of the NEO following a change of control of our Company. When entering into employment or severance arrangements with our NEOs, we attempt to provide severance and change of control benefits which strike a balance between providing sufficient protections for the NEO while still providing post-termination compensation that we consider reasonable and in the interests of the Company and our stockholders to allow us to attract and retain our key talent. For Mr. Maughan, for example, the severance terms provided under his employment agreement are similar to those under the terms of employment agreements for other similarly-situated executive officers. The terms of individual agreements vary, but under our current stock-based award agreements, accelerated vesting of stock-based awards is generally triggered when a change of control event occurs and either the acquiring entity fails to assume, convert or replace the stock-based award or if the executive resigns for “good reason” or is terminated by the Company without “cause” as provided in his or her applicable employment agreement, within a certain period of time after the effective date of the change of control event. The additional acceleration provisions in our stock-based award agreements further serve to secure the continued employment and commitment of our NEOs prior to and following a change of control. See the subsection titled “Potential Payments Upon Termination or Change of Control” below for a description of the severance and change of control arrangements for our NEOs, and for more information regarding accelerated vesting under our stock-based award agreements in limited circumstances.

  53. Severance and Change of Control Arrangements

    | | Notice of 2025 Annual Meeting and Proxy Statement | 46 |

  54. Policies Regarding Recoupment of Incentive Compensation

    Policies Regarding Recoupment of Incentive Compensation We maintain two recoupment policies. Specifically, one of the recoupment policies is designed to satisfy the Company's obligations under Section 10D-1 of the Exchange Act and applicable NYSE listing rules, and generally requires, in the event of an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under federal and/or state securities law, current and former executive officers of the Company to repay an amount equal to certain excess incentive-based compensation (without regard to taxes) received by such person during the three-year period prior to such financial statement restatement. The excess amount subject to recoupment under this policy equals the amount that was awarded on the basis of the erroneous results, and which is greater than the amount such person would have received had the Company’s financial statements been correctly reported. In addition, we continue to maintain a separate recoupment policy that, among other things, includes "significant misconduct" by a domestic Senior Vice President or above of the Company as another possible triggering event for the recoupment of certain compensation, including through the cancellation of, or reimbursement of amounts received with respect to, certain equity awards (including time-based and performance-based awards). In general, the maximum amount of compensation that may be subject to recoupment under this policy is an amount equivalent to up to three years of a covered executive’s annual incentive compensation (including time-based equity awards), and such compensation is generally at risk for a period of three years from the date of such misconduct.

  55. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains compensation information for our NEOs for the fiscal year ended December 31, 2024, and, to the extent required by the SEC disclosure rules, the fiscal years ended 2023 and 2022.

  56. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | All Other Compensation4 ($) | Total ($) | | Javier J. Rodriguez Chief Executive Officer | 2024 | 1,500,000 | — | 15,849,833 | — | 4,118,119 | 339,537 | 21,807,489 | | | 2023 | 1,407,692 | — | — | — | 4,208,063 | 1,096,573 | 6,712,328 | | | 2022 | 1,200,000 | — | — | — | 1,173,805 | 610,776 | 2,984,581 | | Joel Ackerman Chief Financial Officer and Treasurer | 2024 | 769,231 | — | 4,112,322 | — | 1,464,220 | 3,840 | 6,349,613 | | | 2023 | 700,000 | — | 4,761,653 | — | 1,402,688 | 3,840 | 6,868,181 | | | 2022 | 700,000 | — | 1,985,362 | 1,524,421 | 489,085 | 3,840 | 4,702,708 | | David P. Maughan Chief Operating Officer, DaVita Kidney Care | 2024 | 615,385 | — | 3,000,014 | — | 1,313,899 | 3,840 | 4,933,138 | | Kathleen A. Waters Chief Legal and Public Affairs Officer | 2024 | 734,616 | — | 2,631,744 | — | 1,281,193 | 3,840 | 4,651,393 | | | 2023 | 684,615 | — | 3,703,459 | — | 1,215,663 | 3,840 | 5,607,577 | | | 2022 | 650,000 | — | 1,896,006 | 558,922 | 423,874 | 3,840 | 3,532,642 | | James O. Hearty Chief Compliance Officer | 2024 | 569,231 | — | 932,104 | — | 831,724 | 3,840 | 2,336,899 | | | 2023 | 500,000 | — | 1,481,445 | — | 748,100 | 3,840 | 2,733,385 | | | 2022 | 500,000 | — | 689,414 | 203,219 | 264,446 | 3,840 | 1,660,919 | | Michael D. Staffieri Chief Operating Officer, Emeritus | 2024 | 800,000 | — | 4,934,939 | — | 2,174,730 | 393,643 | 8,303,312 | | | 2023 | 800,000 | — | 7,406,966 | — | 1,963,763 | 252,129 | 10,422,858 | | | 2022 | 800,000 | — | 2,978,226 | 2,286,561 | 684,720 | 169,176 | 6,918,683 |

  57. 2024 Summary Compensation Table

    1The amounts reported in this column reflect RSU and PSU awards and represent the aggregate grant date fair value of all such awards granted to the NEO during the year as estimated by the Company in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718"). In accordance with SEC rules, the amounts included in the Stock Awards column for the 2024 PSU awards are calculated based on the probable outcome of the performance conditions for such awards on the grant date. If the probable outcome of the performance conditions as of the grant date had been maximum performance, then the grant date fair value of such PSUs would have been as follows: Mr. Rodriguez — $19,699,606; Mr. Ackerman — $5,224,630; Ms. Waters — $3,343,557; Mr. Hearty — $1,184,239; and Mr. Staffieri — $6,269,970. See Note 17 to the Consolidated Financial Statements included in our 2024 Form 10-K for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718. Please note that there were no equity awards granted to our CEO during 2022 - 2023 due to the grant of the CEO Premium-Priced SSAR Award, as described in more detail in the CD&A in the section titled "What We Pay and Why - Long-Term Incentive Program for 2024." 2The amounts reported in this column represent the aggregate grant date fair value of SSAR awards granted to the NEOs during 2022 as estimated by the Company in accordance with FASB ASC Topic 718. See Note 17 to the Consolidated Financial Statements included in the 2024 Form 10-K for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718. 3The amounts reported in this column represent amounts earned under the STI Programs for performance periods ending in 2024, 2023, and 2022, respectively. The awards are reported for the year with respect to which they were earned, regardless of when the award was granted or paid. 4The amounts reported in this column are set forth by category below. Other than the use of a fractionally-owned or chartered corporate aircraft, the amounts disclosed are the actual or share of actual costs to the Company of providing these benefits. With respect to the personal use of fractionally-owned or chartered corporate aircraft, the incremental personal cost is calculated based on the variable operating costs related to the operation of the aircraft, including fuel costs and landing fees, trip-related repairs and maintenance, catering and other miscellaneous variable costs, and excludes fixed costs that do not change based on usage as the fractionally-owned or chartered corporate aircraft is used primarily for business purposes. Occasionally, a spouse or other guest may accompany NEOs on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers and, in such instances, the value of such spouse or guest usage is included in such NEO's personal income in accordance with applicable tax regulations. In such cases where there is no aggregate incremental cost to the Company, no amount is reflected in the 2024 Summary Compensation Table. The value of the personal use of a fractionally-owned or chartered corporate aircraft by our NEOs is included in their personal income in accordance with applicable tax regulations. Amounts reported in the "Other Personal Benefits" column for 2024 below for Mr. Rodriguez include amounts related to the personal use of fractionally-owned or chartered corporate aircraft ($315,435) and amounts attributable to the one-time initial set-up costs and ongoing provision of executive security services ($19,782), which the Company does not view to be personal in nature, but is disclosing here in compliance with the applicable disclosure regulations. The amounts reflected for Mr. Staffieri are for personal use of fractionally-owned or chartered corporate aircraft.

  58. 2024 Summary Compensation Table

    | Name | Year | Other Personal Benefits ($) | Life Insurance Premiums ($) | Company Contribution to Defined Contribution Plan ($) | Total All Other Compensation ($) | | Javier J. Rodriguez | 2024 | $335,217 | $720 | $3,600 | $339,537 | | Joel Ackerman | 2024 | $— | $240 | $3,600 | $3,840 | | David P. Maughan | 2024 | $— | $240 | $3,600 | $3,840 | | Kathleen A. Waters | 2024 | $— | $240 | $3,600 | $3,840 | | James O. Hearty | 2024 | $— | $240 | $3,600 | $3,840 | | Michael D. Staffieri | 2024 | $389,659 | $384 | $3,600 | $393,643 |

  59. 2024 Summary Compensation Table

    | | Notice of 2025 Annual Meeting and Proxy Statement | 52 |

  60. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth information concerning plan-based awards made to each of the NEOs during 2024.

  61. 2024 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Approval Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Options Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)5 | | Javier Rodriguez | — | — | 1 | $— | $2,250,000 | $4,500,000 | — | — | — | — | — | — | $— | | | 11/15/2024 | 11/14/2024 | 2 | $— | $— | $— | 14,033 | 56,134 | 112,268 | — | — | — | $9,849,803 | | | 11/15/2024 | 11/14/2024 | 3 | $— | $— | $— | — | — | — | 37,423 | — | — | $6,000,030 | | Joel Ackerman | — | — | 1 | $— | $800,000 | $1,600,000 | — | — | — | — | — | — | $— | | | 3/15/2024 | 3/14/2024 | 2 | $— | $— | $— | 4,116 | 16,465 | 32,930 | — | — | — | $2,612,315 | | | 3/15/2024 | 3/14/2024 | 4 | $— | $— | $— | — | — | — | 10,977 | — | — | $1,500,007 | | David P. Maughan | — | — | 1 | $— | $725,000 | $1,450,000 | — | — | — | — | — | — | $— | | | 3/15/2024 | 3/14/2024 | 4 | $— | $— | $— | — | — | — | 21,954 | — | — | $3,000,014 | | Kathleen A. Waters | — | — | 1 | $— | $700,000 | $1,400,000 | — | — | — | — | — | — | — | | | 3/15/2024 | 3/14/2024 | 2 | $— | $— | $— | 2,635 | 10,537 | 21,074 | — | — | — | $1,671,778 | | | 3/15/2024 | 3/14/2024 | 4 | $— | $— | $— | — | — | — | 7,025 | — | — | $959,966 | | James O. Hearty | — | — | 1 | $— | $450,000 | $900,000 | — | — | — | — | — | — | $— | | | 3/15/2024 | 3/14/2024 | 2 | $— | $— | $— | 933 | 3,732 | 7,464 | — | — | — | $592,119 | | | 3/15/2024 | 3/14/2024 | 4 | $— | $— | $— | — | — | — | 2,488 | — | — | $339,985 | | Michael D. Staffieri | — | — | 1 | $— | $1,200,000 | $2,400,000 | — | — | — | — | — | — | $— | | | 3/15/2024 | 3/14/2024 | 2 | $— | $— | $— | 4,940 | 19,759 | 39,518 | — | — | — | $3,134,985 | | | 3/15/2024 | 3/14/2024 | 4 | $— | $— | $— | — | — | — | 13,172 | — | — | $1,799,954 |

  62. 2024 Grants of Plan-Based Awards Table

    1Represents applicable amounts for our 2024 STI Program under the DaVita Inc. 2020 Incentive Award Plan (the "2020 Plan"). The amount in the “Maximum” column represents the maximum amount the NEO was eligible to earn under the 2024 STI Program if all performance criteria were achieved at their highest payout level. The amount in the “Target” column represents the payout amount the NEO was eligible to earn under the 2024 STI Program if all performance criteria were achieved at their target payout level. 2This number represents PSUs awarded under the 2020 Plan. The PSU awards vest 100% on the third anniversary of the grant date, subject to the terms and conditions of the award agreement, including the achievement of the underlying performance conditions. For a description of the PSUs, see the subsection titled “Compensation Discussion and Analysis — What We Pay and Why — Long-Term Incentive Program for 2024” in this Proxy Statement. 3This number represents RSUs granted under the 2020 Plan. The RSUs vest 33% each on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, subject to the terms and conditions of the award agreement. For a description of the RSUs, see the subsection titled “Compensation Discussion and Analysis — What We Pay and Why — Long-Term Incentive Program for 2024” in this Proxy Statement. 4This number represents RSUs granted under the 2020 Plan. The RSUs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award agreement. For a description of the RSUs, see the subsection titled “Compensation Discussion and Analysis — What We Pay and Why — Long-Term Incentive Program for 2024” in this Proxy Statement. 5The amounts for RSUs and PSUs represent the aggregate grant date fair values of each award determined pursuant to FASB ASC Topic 718 and, in the case of PSUs, are based upon the probable outcome of the applicable performance conditions on the grant date. To the extent fair value of the PSU grants differs from the target value disclosed in the CD&A, the discrepancy is due to valuation requirements related to valuing the Relative TSR portion of the PSU award using a Monte-Carlo simulation. See Note 17 to the Consolidated Financial Statements included in our 2024 Form 10-K for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.

  63. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information concerning outstanding SSARs and unvested stock awards held by each of the NEOs as of December 31, 2024.

  64. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested1 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested1 ($) | | Javier J. Rodriguez | 11/15/2024 | — | | — | | — | — | 37,423 | 3 | $5,596,610 | — | | — | | | 11/15/2024 | — | | — | | — | — | — | | — | 56,134 | 6 | $8,394,840 | | Joel Ackerman | 3/15/2021 | 22,032 | 2 | 22,033 | 2 | $108.93 | 3/15/2026 | — | | — | — | | — | | | 3/15/2022 | — | | 43,388 | 2 | $110.63 | 3/15/2027 | — | | — | — | | — | | | 3/15/2021 | — | | — | | — | — | 4,595 | 4 | $687,182 | 4,130 | 4 | $617,642 | | | 3/15/2022 | — | | — | | — | — | 7,221 | 4 | $1,079,901 | 8,134 | 7 | $1,216,440 | | | 3/15/2023 | — | | — | | — | — | 23,672 | 5 | $3,540,148 | — | | — | | | 3/15/2023 | — | | — | | — | — | — | | — | 71,016 | 8 | $10,620,443 | | | 3/15/2024 | — | | — | | — | — | 10,977 | 5 | $1,641,610 | — | | — | | | 3/15/2024 | — | | — | | — | — | — | | — | 32,930 | 9 | $4,924,682 | | David P. Maughan | 3/15/2021 | — | | — | | — | — | 11,476 | 5 | $1,716,236 | — | | — | | | 3/15/2022 | — | | — | | — | — | 24,406 | 5 | $3,649,917 | — | | — | | | 9/22/2022 | — | | — | | — | — | 34,290 | 5 | $5,128,070 | — | | — | | | 3/15/2023 | — | | — | | — | — | 35,508 | 5 | $5,310,221 | — | | — | | | 3/15/2024 | — | | — | | — | — | 21,954 | 5 | $3,283,221 | — | | — | | Kathleen A. Waters | 3/15/2021 | — | | 8,079 | 2 | $108.93 | 3/15/2026 | — | | — | — | | — | | | 3/15/2022 | — | | 15,908 | 2 | $110.63 | 3/15/2027 | — | | — | — | | — | | | 3/15/2021 | — | | — | | — | — | 2,020 | 5 | $302,091 | — | | — | | | 3/15/2021 | — | | — | | — | — | 3,370 | 4 | $503,984 | 3,028 | 4 | $452,837 | | | 3/15/2022 | — | | — | | — | — | 3,977 | 5 | $594,760 | — | | — | | | 3/15/2022 | — | | — | | — | — | 5,296 | 4 | $792,017 | 5,965 | 7 | $892,066 | | | 3/15/2023 | — | | — | | — | — | 18,411 | 5 | $2,753,365 | — | | — | | | 3/15/2023 | — | | — | | — | — | — | | — | 55,234 | 8 | $8,260,245 | | | 3/15/2024 | — | | — | | — | — | 7,025 | 5 | $1,050,589 | — | | — | | | 3/15/2024 | — | | — | | — | — | — | | — | 21,074 | 9 | $3,151,617 | | James O. Hearty | 3/15/2020 | 4,609 | | — | | $75.95 | 3/15/2025 | — | | — | — | | — | | | 3/15/2021 | 2,937 | 2 | 2,938 | 2 | $108.93 | 3/15/2026 | — | | — | — | | — | | | 3/15/2022 | — | | 5,784 | 2 | $110.63 | 3/15/2027 | — | | — | — | | — | | | 3/15/2021 | — | | — | | — | — | 735 | 5 | $109,919 | — | | — | | | 3/15/2021 | — | | — | | — | — | 1,225 | 4 | $183,199 | 1,100 | 4 | $164,505 | | | 3/15/2022 | — | | — | | — | — | 1,446 | 5 | $216,249 | — | | — | | | 3/15/2022 | — | | — | | — | — | 1,925 | 4 | $287,884 | 2,169 | 7 | $324,374 | | | 3/15/2023 | — | | — | | — | — | 7,365 | 5 | $1,101,436 | — | | — | | | 3/15/2023 | — | | — | | — | — | — | | — | 22,094 | 8 | $3,304,158 | | | 3/15/2024 | — | | — | | — | — | 2,488 | 5 | $372,080 | — | | — | | | 3/15/2024 | — | | — | | — | — | — | | — | 7,464 | 9 | $1,116,241 | | Michael D. Staffieri | 3/15/2021 | 33,048 | 2 | 33,049 | 2 | $108.93 | 3/15/2026 | — | | — | — | | — | | | 3/15/2022 | — | | 65,080 | 2 | $110.63 | 3/15/2027 | — | | — | — | | — | | | 3/15/2021 | — | | — | | — | — | 6,894 | 4 | $1,030,998 | 6,196 | 4 | $926,612 | | | 3/15/2022 | — | | — | | — | — | 10,831 | 4 | $1,619,776 | 12,203 | 7 | $1,824,959 | | | 3/15/2023 | — | | — | | — | — | 36,823 | 5 | $5,506,880 | — | | — | | | 3/15/2023 | — | | — | | — | — | — | | — | 110,468 | 8 | $16,520,489 | | | 3/15/2024 | — | | — | | — | — | 13,172 | 5 | $1,969,873 | — | | — | | | 3/15/2024 | — | | — | | — | — | — | | — | 39,518 | 9 | $5,909,917 |

  65. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    1The market value of shares or units of stock that have not vested reflects the $149.55 per share closing price of our Common Stock on December 31, 2024, the last trading day of the year, as reported by the NYSE. 2These SSARs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award. 3These RSUs vest 33% each on the first and second anniversaries of the grant date and 34% on the third anniversary of the grant date, subject to the terms and conditions of the award. 4These PSUs vested 100% on March 15, 2025. In accordance with SEC rules, the amounts listed for the unearned portion of the 2021 PSUs as of December 31, 2024 reflect the shares that may be earned upon achievement of the maximum Relative TSR performance criteria. 5These RSUs vest 50% each on the third and fourth anniversaries of the grant date, subject to the terms and conditions of the award. 6These PSUs vest 100% on November 15, 2027, subject to the terms and conditions of the award, including the achievement of the performance conditions, of the PSUs. In accordance with applicable SEC rules, the amounts listed here reflect the shares that may be earned upon achievement of the target performance criteria. 7These PSUs vest 100% on March 15, 2026, subject to the to the terms and conditions of the award, including achievement of the performance conditions, of the PSUs. In accordance with applicable SEC rules, the amounts listed here reflect the shares that may be earned upon achievement of the target performance criteria. 8These PSUs vest 100% on March 15, 2026, subject to the to the terms and conditions of the award, including achievement of the performance conditions, of the PSUs. In accordance with applicable SEC rules, the amounts listed here reflect the shares that may be earned upon achievement of the maximum performance criteria.

  66. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | Notice of 2025 Annual Meeting and Proxy Statement | 54 |

  67. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    9These PSUs vest 100% on March 15, 2027, subject to the to the terms and conditions of the award, including achievement of the performance conditions, of the PSUs. In accordance with applicable SEC rules, the amounts listed here reflect the shares that may be earned upon achievement of the maximum performance criteria.

  68. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth information concerning the exercise of SSARs (which are treated as options for this table), and the vesting of stock awards held by each of the NEOs during 2024.

  69. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | | Javier J. Rodriguez | 1,018,046 | $142,262,000 | — | — | | Joel Ackerman | 107,471 | $15,326,752 | 15,794 | $2,147,984 | | David P. Maughan | 35,868 | $4,411,875 | 27,933 | $3,817,044 | | Kathleen A. Waters | 39,212 | $5,378,118 | 15,936 | $2,170,748 | | James O. Hearty | 29,826 | $3,575,383 | 5,619 | $765,410 | | Michael D. Staffieri | 182,107 | $25,740,803 | 23,691 | $3,221,976 |

  70. 2024 Option Exercises and Stock Vested Table

    1Value realized on exercise is determined by subtracting the exercise or base price from the applicable closing stock price at exercise, as reported by the NYSE, and multiplying the remainder by the number of shares exercised. 2Value realized on vesting is determined by multiplying the number of shares underlying RSUs or PSUs by the closing stock price on the last trading day before vesting, as reported by the NYSE.

  71. No U.S. Pension Benefits

    No U.S. Pension Benefits The Company does not sponsor or maintain a defined benefit pension plan that provides for payments or other benefits at, following, or in connection with retirement for any of our NEOs or other U.S. teammates.

  72. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information concerning the Company’s Deferred Compensation Plan, a nonqualified deferred compensation plan.

  73. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table

  74. 2024 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)1 | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)2 | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Javier J. Rodriguez | — | — | $161,836 | — | $1,396,684 | | Joel Ackerman | — | — | $139,731 | — | $1,886,385 | | David P. Maughan3 | — | — | — | — | — | | Kathleen A. Waters | $114,231 | — | $150,997 | ($219,144) | $1,775,280 | | James O. Hearty3 | — | — | — | — | — | | Michael D. Staffieri3 | — | — | — | — | — |

  75. 2024 Nonqualified Deferred Compensation Table

    1The amount disclosed in the table above for Ms. Waters is reported in the "Salary" column of the 2024 Summary Compensation Table. Ms. Waters deferred $281,003 and $127,162 in 2023 and 2022, respectively. 2None of the earnings in this column are included in the 2024 Summary Compensation Table because they are not preferential or above market. 3Messrs. Maughan, Hearty and Staffieri did not participate in any of the Company’s nonqualified deferred compensation plans in 2024 or in any prior years.

  76. 2024 Nonqualified Deferred Compensation Table

    | | Notice of 2025 Annual Meeting and Proxy Statement | 56 |

  77. 2024 Nonqualified Deferred Compensation Table

    Deferred Compensation Plan The 2024 Nonqualified Deferred Compensation Table presents amounts deferred under our Deferred Compensation Plan.

  78. Severance Payments and Benefits

    | Pay Ratio Disclosure |

  79. Identification of Median Teammate

    | Pay Versus Performance |

  80. Identification of Median Teammate

    | Year 1 | Summary Compensation Table Total for PEO 2 ($) | Compensation Actually Paid to PEO 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 2 ($) | | Average Compensation Actually Paid to Non-PEO NEOs 4 ($) | | Value of Initial Fixed $100 Investment Based On: 5 | | Net Income ($) | Adjusted Earnings per Share 7 ($) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return 6 ($) | | | | (a) | (b) | (c) | (d) | | (e) | | (f) | (g) | (h) | (i) | | 2024 | 21,807,489 | 20,569,084 | 5,314,871 | | 13,647,050 | | 199.32 | 126.92 | 1,250,737,000 | 10.69 | | 2023 | 6,712,328 | 4,811,039 | 6,408,000 | | 14,576,297 | | 139.62 | 124.34 | 956,978,000 | 8.19 | | 2022 | 2,984,581 | (86,403,681) | 4,203,738 | | (8,601,804) | | 99.52 | 118.22 | 781,643,000 | 7.13 | | 2021 | 3,298,439 | (13,076,235) | 4,262,738 | | 3,784,342 | | 151.62 | 147.19 | 1,211,762,000 | 9.24 | | 2020 | 73,432,365 | 171,946,681 | 6,453,315 | 8 | 23,928,014 | 8 | 156.47 | 133.81 | 994,677,000 | 7.82 |

  81. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  82. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Pamela M. Arway | $300,000 | $199,708 | $499,708 | | Charles G. Berg | $122,500 | $199,708 | $322,208 | | Barbara J. Desoer | $185,000 | $199,708 | $384,708 | | Jason M. Hollar | $172,500 | $199,708 | $372,208 | | Dr. Gregory J. Moore, M.D., Ph.D. | $177,500 | $199,708 | $377,208 | | John M. Nehra3 | $53,407 | $136,572 | $189,979 | | Dennis W. Pullin4 | $77,527 | $95,011 | $172,538 | | Adam H. Schechter | $135,000 | $199,708 | $334,708 | | Wendy L. Schoppert | $135,000 | $199,708 | $334,708 | | Phyllis R. Yale | $175,000 | $199,708 | $374,708 |

  83. 2024 DIRECTOR COMPENSATION TABLE

    1Consists of the amounts described below under the subsections “— Annual Retainers” and “— Meeting Fees”. With respect to Messrs. Nehra and Pullin, includes the prorated portion of the $25,000 second quarter cash retainer in the amount of $18,407 and $22,527, respectively. 2The amounts reported in this column reflect the aggregate grant date fair value of all direct stock issuance awards ("DSI") granted to our non-employee directors during 2024 as estimated by the Company in accordance with FASB ASC Topic 718. This includes four quarterly grants under the Director Compensation Policy (as defined below) granted on March 15, 2024, May 15, 2024, August 15, 2024, and November 15, 2024. Mr. Nehra received a prorated quarterly grant on June 6, 2024 for the quarter in which he retired from the Board. Mr. Pullin received a prorated quarterly grant on August 15, 2024 for the quarter in which he joined the Board. See Note 17 to the Consolidated Financial Statements included in our 2024 Form 10-K for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to FASB ASC Topic 718. As of December 31, 2024, no non-employee director had any outstanding equity awards. 3Mr. Nehra retired from the Board, effective June 6, 2024. 4Mr. Pullin was appointed to the Board, effective April 10, 2024.

  84. Director Compensation

    Director Compensation Our non-employee director compensation program, which is embodied in our non-employee director compensation policy (the “Director Compensation Policy”), is designed to attract and retain highly-qualified directors and to align the interests of our directors with the long-term interests of our stockholders. The Compensation Committee is responsible for recommending to the Board the compensation of our non-employee directors. As part of this process, the Compensation Committee reviews the compensation program for our non-employee directors no less than annually and considers input from its independent compensation consultant, Compensia, regarding general market practices on director compensation as well as comparative market data for our comparator peer group, which is the same peer group used for purposes of evaluating the competitiveness of our executive compensation program. The Compensation Committee also considers feedback received on our director compensation program through engagement with our stockholders. The following describes the compensation paid to our non-employee directors for service as a director during 2024 under the Director Compensation Policy, as set forth in the table above. Directors who are current teammates or officers do not receive compensation for service on the Board or any committee of the Board.