☐
|
|
Preliminary Proxy Statement
|
☐
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
X
|
|
Definitive Proxy Statement
|
☐
|
|
Definitive Additional Materials
|
☐
|
|
Soliciting Material under §240.14a-12
|
|
|
X
|
|
No fee required.
|
||
☐
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
☐
|
|
Fee paid previously with preliminary materials.
|
||
☐
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
Notice of Special Meeting and Proxy Statement
|
|
|
|
|
|
|
•
|
Alignment of CEO Incentives with Stockholder Interests: Because the Premium-Priced SSAR Award is in lieu of any other long-term incentive awards to Mr. Rodriguez for the next five years, the Company does not intend to grant any additional equity awards to Mr. Rodriguez for five years following the Grant Date. The $67.80 base price (similar to strike price on an option) on the Premium-Priced SSAR Award was set at a 20% premium to the price per share at which the Company purchased shares in its “Dutch auction” tender offer that expired on August 16, 2019, which the Compensation Committee felt was a meaningful indicator of value based on the views of our stockholders. The Premium-Priced SSAR Award incentivizes the creation of sustained and meaningful long-term value, as the base price is not a performance hurdle triggering exercisability at some lower price. Rather, Mr. Rodriguez only participates in the upside above this price, and would potentially receive no value for five years’ worth of equity awards if the required stockholder returns are not sustained. On December 4, 2019, the closing sale price of a share of Common Stock on the New York Stock Exchange ("NYSE") was $72.56.
|
•
|
Stockholder Feedback: In connection with the transition to a new CEO in 2019 and leading up to the decision to grant the Premium-Priced SSAR Award, we received and proactively sought feedback from the Company’s largest stockholders on the structure of the executive compensation program. While we considered a number of alternatives, we believe long-term sustained stock price appreciation is the most direct link to long-term stockholder interests. Among the investors who provided input on the Company’s executive compensation program was Berkshire Hathaway, the Company’s largest stockholder, who has indicated support for the Premium-Priced SSAR Award and its intention to vote in favor of the Plan Amendment.
|
•
|
Premium-Price: As noted above, the base price on the Premium-Priced SSARs was set at a 20% premium to the price per share at which the Company purchased shares in its recently completed “Dutch auction” tender offer and a 56% premium to the price per share on the day before Mr. Rodriguez assumed the CEO role on June 1, 2019.
|
•
|
Multi-Year Vesting: The Premium-Priced SSAR Award vests 50% three years from the Grant Date and 50% four years from the Grant Date.
|
•
|
Five-Year Holding Period: There is a five-year holding period requirement from the Grant Date with respect to the after-tax Gain Shares (as defined in the Proxy Statement), subjecting the shares underlying the Premium-Priced SSAR Award to a full five years of potential stock price fluctuations.
|
|
|
|
||
Peter T. Grauer
Lead Independent Director
|
|
Pamela M. Arway
Chair, Compensation Committee
|
Notice of Special Meeting of Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proxy Statement
|
|
|
•
|
For the approval of the amendment to the DaVita Healthcare Partners Inc. 2011 Incentive Award Plan (the "2011 Incentive Plan"); and
|
•
|
As determined by the proxy holders named in the proxy card in their discretion, with regard to all other matters as may properly be brought before the Special Meeting and any adjournment or postponement thereof by the presiding person of the Special Meeting.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
1
|
Proxy Statement
|
|
|
|
2
|
|
|
Through the Internet
|
|
You may vote through the Internet by going to www.proxyvote.com and following the instructions. You will need to have the e-proxy notice, or if you received a printed copy of the proxy materials, your proxy card or voting instruction form, available when voting through the Internet. If you want to vote through the Internet, you must do so prior to 11:59 p.m., Eastern Time, on January 22, 2020. If you vote through the Internet, you do not need to return a proxy card.
|
By Telephone
|
|
You may vote by touchtone telephone by calling 1-800-579-1639. You will need to have your e-proxy notice, or if you received a printed copy of the proxy materials, your proxy card or voting instruction form, available when voting by telephone. If you want to vote by telephone, you must do so prior to 11:59 p.m., Eastern Time, on January 22, 2020. If you vote by telephone, you do not need to return a proxy card.
|
By Mail
|
|
If you are a beneficial owner, you may vote by mail by signing and dating your voting instruction form provided by your broker, bank or nominee and mailing it in a postage-prepaid envelope. If you are a stockholder of record and you received a printed copy of our proxy materials, you may vote by signing and dating your proxy card and mailing it in a postage-prepaid envelope. If you are a stockholder of record and received the e-proxy notice, in order to obtain a proxy card, please follow the instructions on the e-proxy notice. If you want to vote by mail, the proxy card or voting instruction form must be received prior to 11:59 p.m., Eastern Time, on January 22, 2020.
|
|
Proposal
|
Voting Options
|
Board Recommendation
|
Vote Required to Adopt the Proposal
|
Effect of Abstentions
|
Effect of Broker Non-Votes*
|
To approve an amendment to the 2011 Incentive Award Plan
|
For, Against or Abstain
|
FOR
|
Majority of shares of Common Stock present in person or by proxy and entitled to vote
|
Treated as votes Against
|
No effect
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
3
|
Proxy Statement
|
|
|
|
|
4
|
|
|
•
|
valid government-issued photo identification (such as a driver's license or passport); and
|
•
|
proof that you owned shares of the Company's Common Stock as of the close of business on the Record Date.
|
•
|
valid government-issued photo identification (such as a driver's license or passport); and
|
•
|
proof that you own shares of the Company's Common Stock.
|
•
|
if a broker, bank or other nominee is the record holder of your shares of the Company's
|
•
|
if you are the record holder of your shares of the Company's Common Stock, a copy of your stock certificate or a confirmation acceptable to the Company that you bought the stock after the Record Date.
|
•
|
the executed proxy naming you as the proxy holder, signed by a stockholder of the Company who owned shares of the Company's Common Stock as of the close of business on the Record Date;
|
•
|
valid government-issued photo identification (such as a driver's license or passport); and
|
•
|
proof of the stockholder's ownership of shares of the Company's Common Stock as of the close of business on the Record Date, in the form of (i) an original or a copy of the voting instruction form from the stockholder's bank or broker with the stockholder's name on it, (ii) a letter from a bank or broker indicating that the stockholder owned the Company's Common Stock as of the close of business on the Record Date, or (iii) a brokerage account statement indicating that the stockholder owned the Company's Common Stock as of the close of business on the Record Date.
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
5
|
Security Ownership of Certain Beneficial Owners and Management
|
|
Security Ownership of Certain Beneficial
Owners and Management
|
|
Name and address of beneficial owner1
|
|
Number of
shares
beneficially
owned
|
|
|
Percentage of
shares
beneficially
owned
|
|
Warren E. Buffett2
Berkshire Hathaway Inc.
3555 Farnam St.
Omaha, NE 68131
|
|
38,565,570
|
|
|
29.86
|
%
|
The Vanguard Group3
100 Vanguard Blvd.
Malvern, PA 19355
|
|
13,446,856
|
|
|
10.41
|
%
|
BlackRock, Inc.4
55 East 52nd St.
New York, NY 10055
|
|
12,931,031
|
|
|
10.01
|
%
|
Directors and Officers:
|
|
|
|
|
||
Javier J. Rodriguez5
|
|
127,509
|
|
|
*
|
|
Joel Ackerman
|
|
5,287
|
|
|
*
|
|
Kathleen A. Waters6
|
|
12,972
|
|
|
*
|
|
LeAnne M. Zumwalt7
|
|
17,805
|
|
|
*
|
|
Kent J. Thiry8
|
|
762,743
|
|
|
*
|
|
Pamela M. Arway9
|
|
33,582
|
|
|
*
|
|
Charles G. Berg10
|
|
27,593
|
|
|
*
|
|
Barbara J. Desoer11
|
|
25,646
|
|
|
*
|
|
Pascal Desroches12
|
|
22,787
|
|
|
*
|
|
Paul J. Diaz13
|
|
28,868
|
|
|
*
|
|
Peter T. Grauer14
|
|
88,225
|
|
|
*
|
|
John M. Nehra15
|
|
109,332
|
|
|
*
|
|
Dr. William L. Roper16
|
|
29,080
|
|
|
*
|
|
Phyllis R. Yale17
|
|
20,842
|
|
|
*
|
|
All directors and executive officers as a group (17 persons)18
|
|
1,394,069
|
|
|
1.1
|
%
|
*
|
Amount represents less than 1% of our Common Stock.
|
1
|
Unless otherwise set forth below, the address of each beneficial owner is 2000 16th Street, Denver, Colorado, 80202.
|
2
|
The number of shares beneficially owned as reported for Mr. Buffet and Berkshire Hathaway, Inc. is based solely on information contained in Amendment No. 4 to Schedule 13D filed with the SEC on November 12, 2019, by Berkshire Hathaway Inc., a diversified holding company which Mr. Buffett may be deemed to control. Such filing indicated that, as of November 1, 2019, Mr. Buffett and Berkshire Hathaway Inc. share voting and dispositive power over 38,565,570 shares of the Company’s Common Stock, which include shares beneficially owned by certain subsidiaries of Berkshire Hathaway Inc. as a result of being a parent holding company or control person. The percentage of shares beneficially owned as reported for Mr. Buffett and Berkshire Hathaway, Inc. was calculated by the Company as of November 15, 2019, using the total shares outstanding as of that date.
|
3
|
The number of shares beneficially owned as reported for The Vanguard Group is based solely on information contained in Amendment No. 8 to Schedule 13G filed with the SEC on February 11, 2019, as of December 31, 2018, The Vanguard Group has sole voting power
|
6
|
|
|
4
|
The number of shares beneficially owned as reported for BlackRock, Inc. is based solely on information contained in Amendment No. 3 to Schedule 13G filed with the SEC on February 4, 2019, as of December 31, 2018, BlackRock, Inc., an investment advisor, has sole voting power with respect to 11,684,301 shares and sole dispositive power with respect to 12,931,031 shares. The percentage of shares beneficially owned as reported for BlackRock, Inc. was calculated by the Company as of November 15, 2019, using the total shares outstanding as of that date.
|
5
|
Excludes 108,596 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
6
|
Excludes 28,164 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
7
|
Includes 12,486 RSUs issuable as of or within 60 days after November 15, 2019. Excludes 25,165 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
8
|
Includes 762,743 shares held in a family trust. Includes 90,090 RSUs issuable as of or within 60 days after November 15, 2019. Excludes 324,563 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
9
|
Includes 14,343 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 9,677 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
10
|
Includes 10,766 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 9,677 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
11
|
Includes 18,159 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 5,015 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
12
|
Includes 16,989 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019.
|
13
|
Includes 14,343 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 9,677 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
14
|
Includes 20,949 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 14,134 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
15
|
Includes 14,343 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 9,677 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
16
|
Includes 14,343 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 9,677 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
17
|
Includes 14,343 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Excludes 4,579 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
18
|
Includes 138,578 shares issuable upon the exercise of SSARs, which are exercisable as of, or will become exercisable within 60 days after, November 15, 2019. Also includes 116,436 RSUs issuable as of or within 60 days after November 15, 2019. Excluded from this number are 643,052 SSARs which are exercisable (or will become exercisable), as of or within 60 days after November 15, 2019 as the stock price was below the base price on November 15, 2019.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
7
|
Proposal to Amend the DaVita HealthCare Partners Inc. 2011 Incentive Award Plan
|
|
•
|
after divesting the DaVita Medical Group ("DMG") business in June 2019 to focus primarily on the Kidney Care business,
|
•
|
after effectuating the CEO transition following the announced retirement of Mr. Thiry in April 2019, and
|
8
|
|
|
•
|
while continuing to navigate the ongoing intricacies of a heavily regulated healthcare sector that will be a headlining topic as part of the upcoming 2020 election cycle.
|
|
Date
|
Price
|
Premium
|
Stock price day before Mr. Rodriguez assumed CEO role
|
May 31, 2019
|
$43.42
|
56%
|
Tender clearing price
|
Aug. 16, 2019
|
$56.50
|
20%
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
9
|
10
|
|
|
Termination by Company without Cause or by Mr. Rodriguez for Good Reason (a "Qualifying Termination") not within two years of a Change in Control
|
Pro rata vesting; Mr. Rodriguez will have one year from the date of his termination of employment (the "Termination Date") to exercise the vested SSARs.
|
Qualifying Termination within two years of a Change in Control
|
Vesting in full; Mr. Rodriguez will have one year from Termination Date to exercise the vested SSARs.
|
Termination by Company for Cause or by Mr. Rodriguez without Good Reason
|
Vesting will cease as of the Termination Date; Mr. Rodriguez will have three months from the Termination Date to exercise the vested SSARs.
|
Termination Upon Death or Disability
|
Pro rata vesting; the vested SSARs will terminate one year after the Termination Date.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
11
|
12
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
13
|
14
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
15
|
•
|
provide for the termination of any award in exchange for an amount of cash (if any) and/or other property equal to the amount that would have been attained upon the exercise of such award or realization of the participant's rights;
|
•
|
provide for the replacement of any award with other rights or property selected by the Administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon exercise of such award or realization or the participant's rights;
|
•
|
provide that any surviving corporation (or its parent or subsidiary) will assume awards outstanding under the 2011 Incentive Plan or will substitute similar awards for those outstanding under the 2011 Incentive Plan, with appropriate adjustment of the number and kind of shares and the prices of such awards;
|
•
|
make adjustments (i) in the number and type of shares of Common Stock (or other securities or property) subject to outstanding awards or in the number and type of shares of restricted stock or deferred stock or (ii) to the terms and conditions of (including the grant or exercise price) and the criteria included in, outstanding awards or future awards;
|
•
|
provide that awards may be exercisable, payable or fully vested as to shares of Common Stock covered thereby; or
|
•
|
provide that any outstanding award cannot vest, be exercised or become payable after such event.
|
16
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
17
|
Name and Position
|
|
Restricted Stock Units and Performance Stock Units1, 2
|
|
Stock Appreciation Rights2
|
||
Javier J. Rodriguez, Chief Executive Officer
|
|
366,583
|
|
|
3,390,492
|
|
Kent J. Thiry, Executive Chairman
|
|
661,821
|
|
|
3,070,994
|
|
Joel Ackerman, Chief Financial Officer and Treasurer
|
|
131,343
|
|
|
311,465
|
|
Kathleen A. Waters, Chief Legal Officer
|
|
94,515
|
|
|
162,877
|
|
LeAnne M. Zumwalt, Group Vice President, Public Affairs
|
|
39,267
|
|
|
161,867
|
|
All current executive officers (8 executive officers)
|
|
1,450,292
|
|
|
8,043,234
|
|
All current non-employee directors
|
|
117,030
|
|
|
785,669
|
|
All employees (other than current executive officers)
|
|
3,624,423
|
|
|
10,611,786
|
|
1
|
The Company has granted performance awards in the form of performance-based RSUs ("PSUs"). The amounts reported in this column with respect to unvested PSUs are based on the target award opportunity granted to the participant. Vesting levels for PSUs may range from 0% to 200% of target based on performance.
|
2
|
In addition to annual equity awards granted to the Named Executive Officers ("NEOs") in connection with the Company’s annual LTI program, this column includes for each applicable NEO: (i) incentive SSAR awards granted to Mr. Ackerman and Mses. Waters and Zumwalt and the promotional PSU equity incentive award granted to Mr. Rodriguez, in each case in connection with the June 2019 management transition and (ii) Mr. Rodriguez's Premium-Priced SSAR Award.
|
18
|
|
|
Compensation Discussion and Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
19
|
Compensation Discussion and Analysis
|
|
|
Compensation Discussion and Analysis
|
|
The following Compensation Discussion and Analysis (the “CD&A”) is generally historical in nature and is based on the CD&A included in the Company’s Definitive Proxy Statement filed with the SEC on April 29, 2019, with a brief update of the section titled “Highlights of 2019 Executive Compensation Program” to summarize the compensation elements awarded to each of the NEOs in 2019. Because of the historical nature of this CD&A, it does not fully reflect the feedback received by the Company or the Board, including the rationale for the Premium-Priced SSAR Award that was a byproduct of that engagement. As discussed earlier in this Proxy Statement, in connection with Mr. Rodriguez's transition to the CEO role in 2019, and leading up to the decision to grant the Premium-Priced SSAR Award to him, the Company and the Board received and proactively sought feedback from the Company’s largest stockholders on the structure of the executive compensation program as part of its ongoing stockholder engagement program. Following stockholder engagement, the independent Compensation Committee of the Board, in consultation with its independent compensation consultant, evaluated a number of alternatives to structure the compensation for Mr. Rodriguez in a way that continues to closely align him with Company and stock performance, particularly over the longer-term. The Compensation Committee concluded that the Premium-Priced SSAR Award incentivizes the creation of sustained and meaningful long-term value, as it is subject to a multi-year vesting period, a five-year holding period and utilizes a Base Price that is not a performance hurdle triggering exercisability at some lower price. Rather, Mr. Rodriguez only participates in the upside above this price, and would potentially receive no value for five years’ worth of equity awards if the required stockholder returns are not sustained. This Premium-Priced SSAR Award also demonstrates the Board’s strong confidence in Mr. Rodriguez’s leadership of DaVita and the momentum of his new strategy as well as the Board’s desire to ensure Mr. Rodriguez’s continued service during this period of DaVita’s strategic transformation. We encourage you to read the proposal to amend the 2011 Incentive Plan, beginning on page 8, for further information regarding the Premium-Priced SSAR Award.
|
NEO
|
TITLE
|
Javier. J. Rodriguez
|
Chief Executive Officer*
|
Kent. J. Thiry
|
Executive Chairman*
|
Joel Ackerman
|
Chief Financial Officer and Treasurer
|
Kathleen A. Waters
|
Chief Legal Officer
|
LeAnne M. Zumwalt
|
Group Vice President, Public Affairs
|
•
|
Payout under the 2018 Short-Term Incentive Program ("STI Program") was above target driven by top end of guidance results for the year on adjusted operating income and strong performance on the clinical objective and the various strategic objectives. See "—Elements of Compensation—Short-Term Incentive Program (STI Program) for 2018."
|
20
|
|
|
◦
|
70% of the payout under the 2018 STI Program was directly tied to adjusted operating income, the primary financial metric on which the Company provides annual guidance to stockholders.
|
◦
|
The other 30% focused on a clinical criterion and strategic criteria which varied by individual, to provide balance against the financial results and alignment with the Company's strategic and operating imperatives for 2018.
|
•
|
Payouts under our Long-Term Incentive Program ("LTI Program") were well below target and estimated grant date fair value based on stock price performance and a view of long-term performance. Over the past few years, total stockholder return and operating income from continuing operations had negative trends.
|
◦
|
As compared to the original grant date fair value, our CEO vested in only 14% of the 2015 PSUs and 66% of the 2016 PSUs based on performance conditions that can be calculated as of March 31, 2019.
|
◦
|
Our CEO realized only 6% of the grant date fair value of equity granted in prior years that vested in 2018. See "—Executive Summary—Realized LTI."
|
•
|
We have provided enhanced disclosure about our executive compensation program, including providing more detail on the actual value realized by our former CEO on long-term incentives vesting in 2018 as compared to their grant date fair value.
|
•
|
In 2018, we amended our CEO’s employment agreement to remove a grandfathered change-in-control tax gross-up payment provision. Following this amendment, none of our employees are entitled to any change-in-control tax gross-up payments.
|
•
|
In order to maximize consistency in goals under our STI Program from year to year, while still retaining the compensation program’s alignment with the Company’s strategic and operating imperatives over time, we retained the same general framework for our 2018 and 2019 STI Programs. For participants in the 2018 STI Program, 70% of the annual incentive was tied to a financial metric, 15% was tied to a clinical metric and the remaining 15% was allocated to strategic objectives which varied by individual.
|
•
|
There were no changes made to the 2018 base salaries for our named executive officers as compared to 2017. We moved from a 'maximum-based' bonus potential to a 'target-based' annual incentive opportunity under our STI Program to be more aligned with market practices.
|
•
|
We moved long-term incentives for all executive officers to stock-based vehicles to provide stronger alignment with stockholders, whereas previously we used cash-based long-term incentive vehicles for executive officers other than the CEO.
|
•
|
After consultation with the Compensation Committee’s independent compensation consultant, Compensia, and review of market practices, we introduced a retirement policy for executive officers ("Rule of 65 Retirement
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
21
|
Compensation Discussion and Analysis
|
|
•
|
Contingent upon the closing of the DMG transaction (as defined below), we modified the PSUs granted in 2016 to reallocate the performance criteria related to 2019 DMG adjusted operating income to the other criteria used in the 2016 PSU grant, given that upon close the performance of this criterion would not be measurable. Although this did not involve a new grant of equity, this adjustment resulted in a one-time accounting modification charge reflected as additional compensation in the 2018 Summary Compensation Table.
|
•
|
Our Chief Financial Officer and Chief Legal Officer each received a grant of PSUs in 2018 in connection with their role in negotiating the terms of the DMG transaction. These PSUs vested 50% on the close of the DMG transaction and will vest 50% 18 months thereafter, subject to the NEO's continued employment through the applicable vesting date. If the DMG transaction had not closed, none of these PSUs would have been eligible to vest and neither Mr. Ackerman nor Ms. Waters would have realized any equity therefrom. In addition, the Compensation Committee retained the ability to reduce these PSU awards, including to zero, at its sole discretion, at any time prior to the closing of the DMG transaction.
|
22
|
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
23
|
Compensation Discussion and Analysis
|
|
24
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
25
|
Compensation Discussion and Analysis
|
|
What We Heard
|
What We Did
|
||
|
|
||
•
|
The Company should generally avoid overlap in metrics for short-term and long-term incentive programs
|
•
|
Introduced distinct metrics for short-term and long-term incentive plans (2018)
|
•
|
The Company should have a long-term metric tied to returns on capital
|
•
|
Introduced long-term earnings per share ("EPS") as PSU target for CEO (2016) and more broadly for executive officers (2017)
|
•
|
The variability in metrics from year-to-year made it difficult to compare the program results over multiple years
|
•
|
Introduced more consistency in the framework of our short-term incentive program (2017) and in our PSU structure (2018)
|
•
|
Executive officers should not have excise tax gross-up in case of a change of control
|
•
|
Removed excise tax gross-up provision in CEO’s employment agreement (2018)
|
•
|
The Company should use a “target-based” annual incentive structure rather than a “maximum-based” annual incentive structure to be more in-line with peer companies
|
•
|
Switched to “target-based” annual incentive structure (2018)
|
•
|
Investors are generally pleased with the Company's sustainability and social responsibility programs and want to see the Company continue to focus on these initiatives
|
•
|
The Company continues to advance sustainability and social responsibility initiatives and disclosures
|
•
|
Average board tenure is above average with several long-serving directors
|
•
|
Added three new directors over 2015 - 2017
|
26
|
|
|
•
|
improved key clinical outcomes in our U.S. dialysis operations, including the sixth consecutive year as a leader in Centers for Medicare and Medicaid Services' ("CMS") Quality Incentive Program and for the last five years under the CMS Five-Star Quality Rating system;
|
•
|
4.9% é consolidated net revenue growth;
|
•
|
10.4% é net revenue growth in our U.S. dialysis segment operations;
|
•
|
4.1% é U.S. dialysis treatment growth;
|
•
|
154 é net increase of U.S. dialysis centers and a net increase of 4 international dialysis centers;
|
•
|
2.5% é increase in the overall number of patients we serve in the U.S.;
|
•
|
repurchased 16,844,067 shares of our Common Stock for $1.2 billion;
|
•
|
$1.8 billion consolidated operating cash flows, or $1.5 billion from continuing operations (DKC); and
|
•
|
Proposition 8, a California state wide ballot initiative that sought to significantly limit the amount of revenue dialysis providers could retain from caring for patients with commercial insurance, was defeated in California.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
27
|
Compensation Discussion and Analysis
|
|
•
|
clinical operating results
|
•
|
financial performance
|
•
|
advances in strategic imperatives
|
•
|
organizational development
|
Name
|
Base
Salary1
|
|
Annual Cash
Award
|
|
|
Annual LTI
Award4
|
|
|
Total Direct Compensation
|
|
||||
Kent J. Thiry
|
|
$1,300,000
|
|
|
$3,303,371
|
|
2
|
|
$11,916,880
|
|
|
|
$16,520,251
|
|
Javier J. Rodriguez
|
|
$900,000
|
|
|
$1,947,978
|
|
2
|
|
$4,926,673
|
|
|
|
$7,774,651
|
|
Joel Ackerman
|
|
$700,000
|
|
|
$1,279,902
|
|
2
|
|
$4,636,362
|
|
5
|
|
$6,616,264
|
|
Kathleen A. Waters
|
|
$540,000
|
|
|
$646,045
|
|
2
|
|
$4,074,631
|
|
5
|
|
$5,260,676
|
|
LeAnne M. Zumwalt
|
|
$400,000
|
|
|
$280,000
|
|
3
|
|
$1,105,693
|
|
|
|
$1,785,693
|
|
1
|
The amounts reported here reflect the base salary amounts actually paid during the 2018 fiscal year.
|
2
|
The amounts reported here reflect the payments made to Messrs. Thiry, Rodriguez and Ackerman and Ms. Waters under the 2018 STI Program.
|
3
|
Ms. Zumwalt did not participate in the 2018 STI Program. The amount reported reflects the bonus payment under the annual bonus program applicable to Ms. Zumwalt, as described further below.
|
4
|
The amounts reported under the Annual LTI Award column consist of the grant date fair value of all 2018 equity awards (SSARs, RSUs and PSUs). The amount for Mr. Thiry excludes the accounting charges associated with the modification of prior year equity awards in connection with the implementation of the Rule of 65 Retirement Policy and the reallocation of performance criteria related to a DMG metric under the 2016 PSUs, contingent on the completion of the DMG transaction. See subsections "—Executive Compensation—Potential Payments Upon Termination or Change of Control—Rule of 65 Retirement Policy" and "—Elements of Compensation—Long-Term Incentive Program (LTI Program) for 2018—Eligible Payouts for PSUs Granted in 2015 and 2016" below for further discussion. For additional details on the terms of the 2018 equity awards, see "—Executive Compensation—2018 Summary Compensation Table" and "—Elements of Compensation—Short-Term Incentive Program for 2018," respectively.
|
5
|
The amounts reported here include a special PSU award associated with the DMG transaction to recognize the role of Mr. Ackerman and Ms. Waters in that transaction. The transaction PSUs vested 50% upon the closing of the DMG transaction and will vest 50% 18 months thereafter, subject to the NEO's continued employment through the applicable vesting date. Vesting of the transaction PSUs was contingent on the closing of the DMG transaction, and the Compensation Committee retained the authority to reduce these PSU awards, including to zero, at its sole discretion at any time prior to the closing. The grant date fair value of these PSUs was $1,491,666 in the case of Mr. Ackerman and $2,187,768 in the case of Ms. Waters.
|
28
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
29
|
Compensation Discussion and Analysis
|
|
30
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
31
|
Compensation Discussion and Analysis
|
|
What We Do
|
|
|
|
ü
|
Align compensation with stockholder interests. The compensation program for our NEOs is designed to focus on pay-for-performance and to align the interests of our executives with the long-term interests of our stockholders.
|
ü
|
Pay-for-performance compensation. Our executive compensation program emphasizes variable compensation in the form of performance-based cash and equity awards. For 2018, approximately 52% of the target total direct compensation for our CEO and, on average, approximately 66% of the target annual total direct compensation for the other NEOs was performance-based.
|
ü
|
Multi-year vesting and performance periods. Generally, our long-term equity incentive awards have multi-year vesting and performance periods to reinforce a culture in which the Company’s long-term success takes precedence over volatile short-term results.
|
ü
|
Annual say-on-pay vote. We conduct an annual advisory “say-on-pay” vote to approve the compensation of our NEOs. At our 2018 annual meeting of stockholders, approximately 95% of the votes cast on the say-on-pay proposal were voted in favor of the 2017 compensation of our NEOs, and since 2014 through 2018, on average approximately 93% of votes cast were voted in favor. At our 2019 annual meeting of stockholders, approximately 91% of the votes cast on the say-on-pay proposal were voted in favor of the 2018 compensation of our NEOs.
|
ü
|
Stockholder engagement. We continue to be committed to ongoing engagement with our stockholders on executive compensation, sustainability and corporate governance matters.
|
ü
|
Independent compensation consultant retained by the Compensation Committee. Our Compensation Committee uses an independent compensation consultant that reports directly to the Compensation Committee and provides no other services to the Company.
|
ü
|
Annual comparator peer group review. Our Compensation Committee, with the assistance of its independent compensation consultant, evaluates our executive compensation program against a comparator peer group, which is reviewed annually for adjustments.
|
ü
|
“Double-trigger” change in control provisions in equity award agreements. Our equity award agreements provide for double-trigger acceleration of vesting for equity awards in the event of a change in control of the Company.
|
ü
|
Limits on severance payments. Under our employment and severance arrangements with executive officers, severance payments are limited to not more than 3x base salary and bonus.
|
ü
|
Clawback policy. We have a clawback policy that permits recovery of cash incentive and equity-based compensation from executive officers in connection with certain restatements of the Company’s financial statements or significant misconduct.
|
ü
|
Stock ownership requirements. We apply meaningful stock ownership requirements to further align the interests of our executive officers with the long-term interests of our stockholders (6x base salary for our CEO and 3x base salary for all of our other executive officers).
|
ü
|
Annual risk assessment. Based on our most recent annual risk assessment, we have concluded that our compensation program does not present any risk that is reasonably likely to have a material adverse effect on the Company.
|
32
|
|
|
What We Do Not Do
|
|
|
|
û
|
No repricing or replacing of underwater stock appreciation rights. Our equity incentive plan prohibits repricing or replacing underwater stock options or stock appreciation rights without prior stockholder approval.
|
û
|
No hedging of Company securities and restricted pledging of Company securities. Our Insider Trading Policy prohibits our directors and all employees from entering into any hedging transactions relating to our securities. The policy also prohibits our directors, executive officers and teammates that are VP level and above from pledging Company securities as collateral for a loan.
|
û
|
No change-in-control tax gross-ups in employment agreements. None of our employees is eligible for excise tax gross-up payments in connection with a change in control of the Company. While our former CEO had such a provision pursuant to a grandfathered employment agreement, in 2018 his employment agreement was amended to remove the excise tax gross-up provision.
|
û
|
No defined benefit pension benefits. We do not have a defined benefit pension plan for any employee that provides for payments or other benefits in connection with retirement.
|
û
|
No dividends on unearned or unvested stock awards. We do not pay dividends or dividend equivalents on unearned performance-based stock awards or unvested time-based stock awards.
|
|
Name
|
|
2017 Base Salary
|
|
|
2018 Base Salary
|
|
|
Percentage Increase in Base Salary in 2018
|
|
||
Kent J. Thiry
|
|
|
$1,300,000
|
|
|
|
$1,300,000
|
|
|
0
|
%
|
Javier J. Rodriguez
|
|
|
$900,000
|
|
|
|
$900,000
|
|
|
0
|
%
|
Joel Ackerman
|
|
|
$700,000
|
|
|
|
$700,000
|
|
|
0
|
%
|
Kathleen A. Waters
|
|
|
$540,000
|
|
|
|
$540,000
|
|
|
0
|
%
|
LeAnne M. Zumwalt
|
|
|
$400,000
|
|
|
|
$400,000
|
|
|
0
|
%
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
33
|
Compensation Discussion and Analysis
|
|
Name
|
|
2018 Base
Salary |
|
|
2018 Target Incentive Opportunity as a Percentage of Salary
|
|
|
2018 Target Incentive Opportunity
|
|
||
Kent J. Thiry
|
|
|
$1,300,000
|
|
|
150
|
%
|
|
|
$1,950,000
|
|
Javier J. Rodriguez
|
|
|
$900,000
|
|
|
125
|
%
|
|
|
$1,125,000
|
|
Joel Ackerman
|
|
|
$700,000
|
|
|
107
|
%
|
|
|
$750,000
|
|
Kathleen A. Waters
|
|
|
$540,000
|
|
|
69
|
%
|
|
|
$375,000
|
|
2018 STI Program Performance Metrics
|
Performance Metrics Weightings
|
Criteria Range
|
Performance Based Eligibility Range (%)
|
Actual Performance
|
Eligible Payout Achieved (%)
|
|
Financial: Adjusted Operating Income from Continuing Operations
|
70.0%
|
$1,500 million to $1,600 million ($1,500 million target)
|
0%; 100% - 200%
|
1
|
$1,595.7 million
|
195.7%
|
Clinical: Frequent Excessive Interdialytic Weight Gain
|
15.0%
|
29% - 27% (lower is better) (28% target)
|
0% - 200%
|
|
27.84%
|
116.0%
|
Strategic Objectives
|
15.0%
|
Varies by NEO
|
0% - 200%
|
|
Varies by NEO
|
Varies by NEO
|
34
|
|
|
•
|
Goals focused on driving successful progress on our key strategic imperatives, advancing the Company’s public policy objectives and effectively aligning our teammates and organization around strategic imperatives for both the short and long-term.
|
•
|
Objectives centered on positioning the U.S. kidney care business to deliver against 2018 operating goals, driving progress on the Company’s key long-term strategic imperatives and advancing the Company’s public policy objectives.
|
•
|
Goals focused on driving successful progress on the Company’s key strategic imperatives, successfully managing our finance organization and capital allocation strategy, and positioning our international operations to deliver against 2018 operating goals.
|
•
|
Objectives centered around successful management of our legal department and litigation/government investigation priorities, supporting the Company’s key strategic imperatives and supporting our enterprise risk management program.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
35
|
Compensation Discussion and Analysis
|
|
|
|
Eligible Payout Achieved
|
|||
2018 STI Program Performance Metrics
|
Performance Metrics Weightings
|
Kent J. Thiry
|
Javier J. Rodriguez
|
Joel Ackerman
|
Kathleen A. Waters
|
Financial: Adjusted Operating Income from Continuing Operations
|
70.0%
|
195.7%
|
195.7%
|
195.7%
|
195.7%
|
Clinical: Frequent Excessive Interdialytic Weight Gain
|
15.0%
|
116.0%
|
116.0%
|
116.0%
|
116.0%
|
Strategic Objectives
|
15.0%
|
100.0%
|
125.0%
|
108.3%
|
119.2%
|
|
|
|
|
|
|
Total Weighted Eligible Payout Achieved
|
|
169.4%
|
173.2%
|
170.7%
|
172.3%
|
Target Incentive Opportunity
|
|
$1,950,000
|
$1,125,000
|
$750,000
|
$375,000
|
Total Eligible and Actual STI Program Award
|
|
$3,303,371
|
$1,947,978
|
$1,279,902
|
$646,045
|
36
|
|
|
2018 PSU Performance Metrics
|
Performance Metrics Weightings
|
Criteria Range
|
Percent of Target PSUs
|
Vesting
|
2020 Adjusted Earnings per Share
|
37.5%
|
$4.28 - $5.20
|
50% - 200%
|
100% May 15, 2021
|
2021 Adjusted Earnings per Share
|
37.5%
|
$4.50 - $5.82
|
50% - 200%
|
100% May 15, 2022
|
Relative TSR*
|
25.0%
|
See below**
|
0% - 200%
|
50% May 15, 2021, 50% May 15, 2022
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
37
|
Compensation Discussion and Analysis
|
|
2018 Long-term
Incentive Awards
|
|
Shares Subject to SSARs (#)
|
|
Shares Subject to PSUs (#)
|
|
Shares Subject to RSUs (#)
|
|||
Kent J. Thiry
|
|
—
|
|
|
90,090
|
|
|
90,090
|
|
Javier J. Rodriguez
|
|
88,213
|
|
|
35,285
|
|
|
17,643
|
|
Joel Ackerman
|
|
56,306
|
|
|
45,124
|
|
1
|
11,261
|
|
Kathleen A. Waters
|
|
33,784
|
|
|
46,662
|
|
1
|
6,757
|
|
LeAnne M. Zumwalt
|
|
37,538
|
|
|
—
|
|
|
7,508
|
|
1
|
Mr. Ackerman's and Ms. Waters' amounts include PSU awards granted during 2018 contingent on the closing of the DMG transaction as follows: Mr. Ackerman — 22,601 and Ms. Waters — 33,148.
|
38
|
|
|
|
|
|
Performance Based
Eligibility Range
|
|
Eligible
Payout Achieved
|
||||
2015 PSU Performance Metrics
|
Weight
|
Criteria Range
|
(%)
|
(Shares)
|
Actual
Performance
|
(%)
|
(Shares)
|
||
Kidney Care Quality Incentive Program (2018 vesting)
|
5.0%
|
10% to 40% better than rest of industry
|
50% - 100%
|
1,208 - 2,416
|
Above high end of range
|
100.0
|
%
|
2,416
|
|
Kidney Care Quality Incentive Program (2019 vesting)
|
5.0%
|
10% to 40% better than rest of industry
|
50% - 100%
|
1,208 - 2,416
|
Below low end of range
|
0.0
|
%
|
—
|
|
Kidney Care Non Acquired Growth
|
10.0%
|
3.95% to 4.70%
|
50% - 150%
|
2,416 - 7,248
|
Below low end of range
|
0.0
|
%
|
—
|
|
DMG New Market Success
|
7.5%
|
2 to 6 markets that meet threshold
|
50% - 200%
|
1,812 - 7,248
|
Below low end of range
|
0.0
|
%
|
—
|
|
DMG New Market Adjusted Operating Income
|
7.5%
|
50% to 200% of internal goal
|
50% - 200%
|
1,812 - 7,248
|
Below low end of range
|
0.0
|
%
|
—
|
|
DaVita Rx Specialty Drugs Contracts
|
5.0%
|
50% to 200% of internal goal
|
50% - 200%
|
1,208 - 4,832
|
Below low end of range
|
0.0
|
%
|
—
|
|
Paladina Members
|
5.0%
|
180% to 541% growth over 3 years
|
50% - 200%
|
1,208 - 4,832
|
Below low end of range
|
0.0
|
%
|
—
|
|
Village Health Hospital Admission Rate
|
5.0%
|
Range tied to internal goal
|
50% - 200%
|
1,209 - 4,834
|
Toward high end of range
|
182.9
|
%
|
4,420
|
|
Relative TSR (2018 vesting)
|
25.0%
|
40th percentile to 90th percentile
|
50% - 200%
|
6,041 - 24,162
|
Below low end of range
|
0.0
|
%
|
—
|
|
Relative TSR (2019 vesting)
|
25.0%
|
40th percentile to 90th percentile
|
50% - 200%
|
6,041 - 24,162
|
Below low end of range
|
0.0
|
%
|
—
|
|
Total Eligible PSUs
|
14.1
|
%
|
6,836
|
|
|||||
Total Actual PSUs
|
14.1
|
%
|
6,836
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
39
|
Compensation Discussion and Analysis
|
|
|
|
|
Performance Based
Eligibility Range
|
|
Eligible
Payout Achieved
|
||||
2016 PSU Performance Metrics
|
Weight
|
Criteria Range
|
(%)
|
(Shares)
|
Actual
Performance2
|
(%)
|
(Shares)
|
||
2019 Adjusted Earnings per Share
|
28.6%
|
$4.66 – $6.03
|
50% - 200%
|
10,405 – 41,620
|
NA
|
NA
|
|
NA
|
|
International Adjusted Operating Income1
|
14.3%
|
($10) million - $20 million
|
50% - 200%
|
5,203 – 20,810
|
($3.8) million
|
81.0
|
%
|
8,428
|
|
2017 Kidney Care Star Metric
|
7.1%
|
5% to 15% better than rest of industry
|
50% - 100%
|
2,583 – 5,166
|
Below low end of range
|
0.0
|
%
|
—
|
|
2018 Kidney Care Star Metric
|
7.1%
|
5% to 15% better than rest of industry
|
50% - 100%
|
2,583 – 5,165
|
NA
|
NA
|
|
NA
|
|
Village Health Hospital Admission Rate
|
14.3%
|
Range tied to internal goal
|
50% - 200%
|
5,203 - 20,810
|
Between target and high end of range
|
150.8
|
%
|
15,691
|
|
Relative TSR (2019 vesting)
|
14.3%
|
25th – 90th percentile
|
50% - 200%
|
5,203 – 20,810
|
Below low end of range
|
0.0
|
%
|
—
|
|
Relative TSR (2020 vesting)
|
14.3%
|
25th – 90th percentile
|
50% - 200%
|
5,203 – 20,810
|
NA
|
NA
|
|
NA
|
|
Total Eligible PSUs3
|
66.3
|
%
|
24,119
|
|
|||||
Total Actual PSUs 3
|
66.3
|
%
|
24,119
|
|
1
|
Excludes non-dialysis operations, long-term incentive compensation expense, impairment charges, and operations in all countries in which the Company did not have operations as of January 1, 2016.
|
2
|
"NA" indicates that the performance period was still in progress as of March 31, 2019.
|
3
|
Total eligible and actual PSUs were measured based on metrics for which performance periods ended on or before March 31, 2019. If the DMG transaction did not close prior to May 15, 2020, the measurable eligible and actual PSUs would be 21,082, or 66.2% of target.
|
|
|
|
Performance Based
Eligibility Range
|
|
Eligible
Payout Achieved
|
||||
2015 PSU Performance Metrics
|
Weight
|
Criteria Range
|
(%)
|
(Shares)
|
Actual Performance
|
(%)
|
(Shares)
|
||
Kidney Care Quality Incentive Program (2018 vesting)
|
10.0%
|
10% to 40% better than rest of industry
|
50% - 100%
|
628 - 1,256
|
Above high end of range
|
100.0
|
%
|
1,256
|
|
Kidney Care Quality Incentive Program (2019 vesting)
|
10.0%
|
10% to 40% better than rest of industry
|
50% - 100%
|
627 - 1,256
|
Below low end of range
|
0.0
|
%
|
—
|
|
Kidney Care Non Acquired Growth
|
20.0%
|
3.95% to 4.70%
|
50% - 150%
|
1,257 - 3,770
|
Below low end of range
|
0.0
|
%
|
—
|
|
Village Health Hospital Admission Rate
|
10.0%
|
Range tied to internal goal
|
50% - 200%
|
628 - 2,512
|
Toward high end of range
|
182.9
|
%
|
2,299
|
|
Relative TSR (2018 vesting)
|
25.0%
|
40th percentile to 90th percentile
|
50% - 200%
|
1,571 - 6282
|
Below low end of range
|
0.0
|
%
|
—
|
|
Relative TSR (2019 vesting)
|
25.0%
|
40th percentile to 90th percentile
|
50% - 200%
|
1,571 - 6282
|
Below low end of range
|
0.0
|
%
|
—
|
|
Total Eligible PSUs
|
28.3
|
%
|
3,555
|
|
|||||
Total Actual PSUs
|
28.3
|
%
|
3,555
|
|
|
|
|
Performance Based
Eligibility Range
|
|
Eligible
Payout Achieved
|
||||
2016 PSU Performance Metrics
|
Weight
|
Criteria Range
|
(%)
|
(Shares)
|
Actual
Performance1
|
(%)
|
(Shares)
|
||
2017 Kidney Care Star Metric
|
12.50%
|
5% to 15% better than rest of industry
|
50% - 100%
|
955 – 1,910
|
Below low end of range
|
0.0
|
%
|
—
|
|
2018 Kidney Care Star Metric
|
12.50%
|
5% to 15% better than rest of industry
|
50% - 100%
|
955 – 1,910
|
NA
|
NA
|
|
NA
|
|
Village Health Hospital Admission Rate
|
25.0%
|
Range tied to internal goal
|
50% - 200%
|
1,910 - 7,640
|
Between target and high end of range
|
150.8
|
%
|
5,761
|
|
Relative TSR (2019 vesting)
|
25.0%
|
25th – 90th percentile
|
50% - 200%
|
1,910 – 7,640
|
Below low end of range
|
0.0
|
%
|
—
|
|
Relative TSR (2020 vesting)
|
25.0%
|
425h – 90th percentile
|
50% - 200%
|
1,910 – 7,640
|
NA
|
NA
|
|
NA
|
|
Total Eligible PSUs2
|
60.3
|
%
|
5,761
|
|
|||||
Total Actual PSUs 2
|
60.3
|
%
|
5,761
|
|
1
|
"NA" indicates that the performance period was still in progress as of March 31, 2019.
|
2
|
Total eligible and actual PSUs were measured based on metrics for which performance periods ended on or before March 31, 2019.
|
40
|
|
|
•
|
Participants: All executive officers other than Mr. Thiry (who stepped down as CEO and assumed the role of executive chairman of the Board on June 1, 2019) and Mr. Hilger (who is expected to retire from the Company in 2020) participate in the Company’s standard short- and long-term incentive programs. Mr. Thiry's participation in the 2019 short- and long-term incentive programs is governed by the terms of an Executive Chairman Agreement, as described further below in the "—Management Transition" section.
|
•
|
The criteria range for the financial metric of the 2019 short-term incentive program ("2019 STI Program") will result in 50% payout at the low end of our most recent guidance range to stockholders at the time that the metric was approved by the Compensation Committee (vs. 100% payout at the low end of guidance in the 2018 STI Program) and 200% at the high end of guidance.
|
•
|
The 2019 annual long-term incentive awards for our NEOs were comprised of 50% PSUs and 50% RSUs.
|
•
|
Target payouts (100%) under the 2019 STI Program and 2019 long-term incentive program (the "2019 LTI Program") are designed to be achievable only with strong and consistent performance by our executives under anticipated market conditions.
|
•
|
STI Program (annual incentive)—The table below summarizes the general structure of the 2019 STI Program:
|
2019 STI Program Performance Metrics
|
Performance Metrics Weightings
|
Performance Based Eligibility Range (%)1
|
Financial: Adjusted Operating Income from Continuing Operations
|
70.0%
|
50% - 200%
|
Clinical: Home Modalities Outperformance vs. Non-Acute NAG
|
15.0%
|
50% - 200%
|
Strategic Objectives
|
15.0%
|
0% - 200%
|
1
|
Target tied to percentage of salary, with the opportunity to earn up to 200% of target, with the potential for a modifier identified in advance (which in the 2018 and 2019 programs is tied to a specific objective involving the legislation related to full capitation or regulated demonstration for ESRD).
|
•
|
LTI Program—The table below summarizes the structure of the 2019 LTI Program:
|
2019 LTI Program Awards
|
Weighting of Grants
|
Vesting
|
Restricted Stock Units (RSUs)
|
50.0%
|
50% May 15, 2022, 50% May 15, 2023
|
Performance Stock Units (PSUs)
|
50.0%
|
50% May 15, 2022, 50% May 15, 2023
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
41
|
Compensation Discussion and Analysis
|
|
•
|
PSUs—The table below summarizes the structure of the PSUs granted in May 2019:
|
2019 PSU Performance Metrics
|
Performance Metrics Weightings
|
Percent of Target PSUs
|
Vesting
|
2021 Adjusted Earnings per Share
|
37.5%
|
50% - 200%
|
100% May 15, 2022
|
2022 Adjusted Earnings per Share
|
37.5%
|
50% - 200%
|
100% May 15, 2023
|
Relative TSR*
|
25.0%
|
0% - 200%
|
50% May 15, 2022, 50% May 15, 2023
|
*
|
For the three-month periods ending March 31, 2022 and March 31, 2023, respectively, as compared to the three-month period ended March 31, 2019. PSUs earned under the Relative TSR metric are calculated based on two times the difference between the return on an investment in DaVita stock and an investment in the S&P 500 index (assuming dividend reinvestment). For example, if the return on an investment in DaVita is 50% and the return on an investment in the S&P 500 index is 40%, then 120% (100% + 2*(50% - 40%)) of the target number of PSUs is earned. The maximum that can be earned is 200% of the target number of PSUs, and if the Company TSR is negative, the maximum that can be earned is 100% of the target number of PSUs.
|
Name
|
|
Base Salary1
|
|
Annual Cash Award2
|
|
Annual LTI Awards3
|
|
LTI Awards Related to Management Transition4
|
|
Total Target Direct Compensation
|
||||||||||
Kent J. Thiry
|
|
$
|
1,000,000
|
|
|
$
|
1,393,014
|
|
|
$
|
3,485,347
|
|
|
$
|
—
|
|
|
$
|
5,878,361
|
|
Javier J. Rodriguez5
|
|
$
|
1,200,000
|
|
|
$
|
1,620,575
|
|
|
$
|
6,970,745
|
|
|
$
|
1,777,788
|
|
|
$
|
11,569,108
|
|
Joel Ackerman
|
|
$
|
700,000
|
|
|
$
|
750,000
|
|
|
$
|
2,987,447
|
|
|
$
|
1,565,971
|
|
|
$
|
6,003,418
|
|
Kathleen A. Waters
|
|
$
|
580,000
|
|
|
$
|
500,000
|
|
|
$
|
1,493,750
|
|
|
$
|
1,138,888
|
|
|
$
|
3,712,638
|
|
LeAnne M. Zumwalt
|
|
$
|
440,000
|
|
|
$
|
268,000
|
|
|
$
|
995,799
|
|
|
$
|
560,568
|
|
|
$
|
2,264,367
|
|
1
|
The amounts reported here reflect the annualized base salary amounts as of the date of this Proxy Statement.
|
2
|
The amounts reported here reflect the target award opportunities granted under the 2019 STI Program for each NEO.
|
3
|
Consists of the grant date fair value of 2019 equity awards granted to the NEOs in connection with the Company’s annual LTI program (RSUs and PSUs).
|
4
|
Consists of the grant date fair value of incentive SSAR awards granted to Mr. Ackerman and Mses. Waters and Zumwalt and the promotional PSU equity incentive award granted to Mr. Rodriguez, in each case, in connection with the June 2019 management transition.
|
5
|
Mr. Rodriguez's Total Target Direct Compensation total excludes the Premium-Priced SSAR Award as the grant date fair value for such award is not fixed and ascertainable until stockholder approval of the 2011 Incentive Plan proposal is obtained. Please see "—Proposal to Amend the DaVita HealthCare Partners Inc. 2011 Incentive Award Plan —Terms of the Premium-Priced SSAR Award" for a summary of the terms of this award.
|
42
|
|
|
•
|
For 2019, Mr. Thiry will be eligible for an annual bonus with a target opportunity determined as follows: (a) for the period from January 1, 2019 through May 31, 2019, Mr. Thiry’s target annual bonus opportunity was equal to 150% of his base salary earned during such period (which is consistent with his target annual incentive opportunity as CEO) and (b) for the period from June 1, 2019 through December 31, 2019, Mr. Thiry’s target annual bonus opportunity will be equal to 100% of his base salary earned during such period.
|
•
|
For 2020, Mr. Thiry will be eligible for an annual bonus with a target opportunity equal to 100% of his annual base salary, which amount will be prorated based on the portion of 2020 during which he is employed by the Company.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
43
|
Compensation Discussion and Analysis
|
|
44
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
45
|
Compensation Discussion and Analysis
|
|
|
•
|
overall revenue growth, market share increases, and improvements in controlling treatment costs;
|
•
|
capital efficiency of growth and long-term impact of capital allocation decisions;
|
•
|
legal and regulatory compliance, including healthcare regulatory compliance;
|
•
|
improved positioning of the Company for continued growth and appropriate diversification;
|
•
|
improved organizational capabilities;
|
•
|
patient growth and geographic expansion;
|
•
|
relationships with private payers;
|
•
|
improved clinical outcomes and other measures of quality of care;
|
•
|
appropriate management and mitigation of enterprise risk;
|
•
|
relationships with physicians involved in our patient care;
|
•
|
selection and implementation of improved financial, operating and clinical information systems;
|
•
|
management performance in attracting and retaining high-performing employees throughout our organization and succession planning;
|
•
|
implementation of successful public policy efforts;
|
•
|
good corporate citizenship;
|
•
|
leadership and teammate engagement; and
|
•
|
advancement of strategic business initiatives supporting our mission to be the provider, partner and employer of choice.
|
46
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
47
|
Compensation Discussion and Analysis
|
|
Company1
|
1-Year
TSR2
|
3-Year
Compound
Annual
TSR2
|
Market
Capitalization
(in millions)3
|
Net Income
for Last 4
Quarters
(in millions)3
|
Revenue for
Last 4
Quarters
(in millions) 3
|
||||||||
Abbott Laboratories
|
40.0
|
%
|
25.0
|
%
|
|
$122,209
|
|
|
$926
|
|
|
$29,575
|
|
Aetna
|
29.0
|
%
|
24.1
|
%
|
|
$66,457
|
|
|
$3,503
|
|
|
$60,421
|
|
Anthem
|
46.1
|
%
|
27.1
|
%
|
|
$70,639
|
|
|
$4,343
|
|
|
$90,588
|
|
Baxter International
|
24.1
|
%
|
34.3
|
%
|
|
$40,417
|
|
|
$912
|
|
|
$11,000
|
|
Centene Corp.
|
49.6
|
%
|
38.7
|
%
|
|
$29,462
|
|
|
$1,075
|
|
|
$52,079
|
|
Community Health Systems, Inc.
|
(54.9
|
)%
|
(53.5
|
)%
|
|
$371
|
|
|
($2,259
|
)
|
|
$13,975
|
|
Encompass Health
|
71.0
|
%
|
29.3
|
%
|
|
$7,724
|
|
|
$302
|
|
|
$4,107
|
|
Envision Healthcare
|
1.7
|
%
|
(16.2
|
)%
|
|
$5,532
|
|
|
($1,763
|
)
|
|
$8,144
|
|
HCA Healthcare, Inc.
|
76.5
|
%
|
22
|
%
|
|
$46,838
|
|
|
$2,864
|
|
|
$45,210
|
|
Laboratory Corporation of America Holdings
|
15.0
|
%
|
17.0
|
%
|
|
$17,428
|
|
|
$1,294
|
|
|
$11,166
|
|
LifePoint Health
|
11.2
|
%
|
(3.2
|
)%
|
|
$2,494
|
|
|
$44
|
|
|
$6,239
|
|
MEDNAX
|
8.2
|
%
|
(15.3
|
)%
|
|
$4,366
|
|
|
$345
|
|
|
$3,598
|
|
Molina Healthcare, Inc.
|
116.3
|
%
|
29.3
|
%
|
|
$9,004
|
|
|
($50
|
)
|
|
$19,509
|
|
Quest Diagnostics Incorporated
|
17.4
|
%
|
23.0
|
%
|
|
$14,513
|
|
|
$811
|
|
|
$7,670
|
|
Tenet Healthcare, Inc.
|
73.2
|
%
|
(8.3
|
)%
|
|
$2,925
|
|
|
($471
|
)
|
|
$18,769
|
|
Thermo Fisher Scientific
|
29.4
|
%
|
26.4
|
%
|
|
$96,662
|
|
|
$2,393
|
|
|
$23,094
|
|
Universal Health Services, Inc.
|
15.6
|
%
|
1.1
|
%
|
|
$11,761
|
|
|
$811
|
|
|
$10,552
|
|
WellCare Health Plans
|
86.6
|
%
|
54.9
|
%
|
|
$13,819
|
|
|
$486
|
|
|
$18,033
|
|
Summary Statistics:
|
|
|
|
|
|
||||||||
75th Percentile
|
60.3
|
%
|
28.2
|
%
|
|
$43,627
|
|
|
$1,185
|
|
|
$26,334
|
|
50th Percentile
|
29
|
%
|
23
|
%
|
|
$13,819
|
|
|
$811
|
|
|
$13,975
|
|
25th Percentile
|
13.1
|
%
|
(1
|
)%
|
|
$4,949
|
|
|
$122
|
|
|
$7,907
|
|
DaVita
|
20.6
|
%
|
(0.3
|
)%
|
|
$12,031
|
|
|
$535
|
|
|
$11,282
|
|
DaVita Percentage Rank
|
38
|
%
|
27
|
%
|
42
|
%
|
42
|
%
|
41
|
%
|
1
|
The Company’s peer group was compiled by Compensia and approved by the Compensation Committee.
|
2
|
Data as of September 28, 2018.
|
3
|
Financial data generally publicly available as of October 12, 2018.
|
48
|
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
49
|
Compensation Discussion and Analysis
|
|
|
50
|
|
|
Compensation Committee Report
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
51
|
•
|
a balance between cash and equity compensation;
|
•
|
a balance between short-term and long-term performance focus;
|
•
|
short-term incentive opportunities are capped and are not linked to any one specific goal;
|
•
|
severance payments are limited to 3x base salary and target bonus;
|
•
|
equity awards have meaningful vesting requirements;
|
•
|
a clawback policy that permits the Board to recover annual bonuses and longer-term incentive and equity-based compensation from executive officers and members of the Board;
|
•
|
stock ownership guidelines;
|
•
|
significant independent Compensation Committee oversight; and
|
•
|
appropriate prohibitions against hedging and pledging transactions involving equity securities of the Company by executives and members of the Board.
|
52
|
|
|
Executive Compensation
|
|
Name and Principal Position
|
Year
|
|
Salary
($) |
|
Bonus1
($) |
|
Stock
Awards2,3 ($) |
|
Option
Awards4 ($) |
|
Non-Equity
Incentive Plan Compensation5 ($) |
|
All Other
Compensation6 ($) |
|
Total
($) |
|
Adjusted Total Compensation Without Rule of 65 and Other Modification Charges ($)7
|
||||||||||||||||
Kent J. Thiry
Chairman and Chief Executive Officer, DaVita, and Chief Executive Officer, DaVita Medical Group |
2018
|
|
$
|
1,300,000
|
|
|
$
|
—
|
|
|
$
|
20,895,892
|
|
|
$
|
5,710,778
|
|
|
$
|
3,303,371
|
|
|
$
|
807,460
|
|
|
$
|
32,017,501
|
|
|
$
|
17,327,711
|
|
2017
|
|
$
|
1,300,000
|
|
|
$
|
—
|
|
|
$
|
5,486,824
|
|
|
$
|
6,215,011
|
|
|
$
|
1,750,000
|
|
|
$
|
572,923
|
|
|
$
|
15,324,758
|
|
|
$
|
15,324,758
|
|
|
2016
|
|
$
|
1,273,077
|
|
|
$
|
—
|
|
|
$
|
4,531,740
|
|
|
$
|
4,082,358
|
|
|
$
|
1,705,153
|
|
|
$
|
704,343
|
|
|
$
|
12,296,671
|
|
|
$
|
12,296,671
|
|
|
Javier J. Rodriguez
Chief Executive Officer, DaVita Kidney Care |
2018
|
|
$
|
900,000
|
|
|
$
|
—
|
|
|
$
|
3,497,922
|
|
|
$
|
1,428,751
|
|
|
$
|
1,947,978
|
|
|
$
|
131,947
|
|
|
$
|
7,906,598
|
|
|
$
|
7,906,598
|
|
2017
|
|
$
|
900,000
|
|
|
$
|
—
|
|
|
$
|
1,047,499
|
|
|
$
|
1,186,505
|
|
|
$
|
5,133,777
|
|
|
$
|
97,626
|
|
|
$
|
8,365,407
|
|
|
$
|
8,365,407
|
|
|
2016
|
|
$
|
865,385
|
|
|
$
|
—
|
|
|
$
|
911,452
|
|
|
$
|
1,740,575
|
|
|
$
|
5,069,405
|
|
|
$
|
185,709
|
|
|
$
|
8,772,526
|
|
|
$
|
8,772,526
|
|
|
Joel Ackerman
Chief Financial Officer and Treasurer
|
2018
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
3,724,396
|
|
|
$
|
911,966
|
|
|
$
|
1,279,902
|
|
|
$
|
4,018
|
|
|
$
|
6,620,282
|
|
|
$
|
6,620,282
|
|
2017
|
|
$
|
576,154
|
|
|
$
|
200,000
|
|
|
$
|
997,621
|
|
|
$
|
2,127,654
|
|
|
$
|
750,000
|
|
|
$
|
160
|
|
|
$
|
4,651,589
|
|
|
$
|
4,651,589
|
|
|
Kathleen A. Waters
Chief Legal Officer |
2018
|
|
$
|
540,000
|
|
|
$
|
—
|
|
|
$
|
3,527,445
|
|
|
$
|
547,186
|
|
|
$
|
646,045
|
|
|
$
|
3,840
|
|
|
$
|
5,264,516
|
|
|
$
|
5,264,516
|
|
2017
|
|
$
|
540,000
|
|
|
$
|
—
|
|
|
$
|
274,361
|
|
|
$
|
310,758
|
|
|
$
|
615,000
|
|
|
$
|
23,585
|
|
|
$
|
1,763,704
|
|
|
$
|
1,763,704
|
|
|
2016
|
|
$
|
334,385
|
|
|
$
|
740,000
|
|
|
$
|
533,004
|
|
|
$
|
402,033
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
2,009,622
|
|
|
$
|
2,009,622
|
|
|
LeAnne M. Zumwalt
Group Vice President, Purchasing and Public Affairs |
2018
|
|
$
|
400,000
|
|
|
$
|
280,000
|
|
|
$
|
497,705
|
|
|
$
|
607,988
|
|
|
$
|
—
|
|
|
$
|
3,792
|
|
|
$
|
1,789,485
|
|
|
$
|
1,789,485
|
|
2017
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
274,361
|
|
|
$
|
310,758
|
|
|
$
|
150,000
|
|
|
$
|
192
|
|
|
$
|
1,135,311
|
|
|
$
|
1,135,311
|
|
|
2016
|
|
$
|
400,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
371,130
|
|
|
$
|
584,210
|
|
|
$
|
384
|
|
|
$
|
1,555,724
|
|
|
$
|
1,555,724
|
|
1
|
The amounts reported in this column for 2018 represent annual performance bonuses for non-STI program participants, namely Ms. Zumwalt, earned with respect to 2018. The amounts earned under our 2018 short-term incentive program (the “2018 STI Program”) under the 2011 Incentive Plan are included in the “Non-Equity Incentive Plan Compensation” column.
|
2
|
The amounts shown in this column reflect RSU and PSU awards and represent the aggregate grant date fair value of all such awards granted to the executive during the year as estimated by the Company in accordance with FASB ASC Topic 718. In accordance with SEC rules, the amounts included in the Stock Awards column for the PSU awards granted during 2018 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 grant date had been maximum performance, then the grant date fair value of the PSUs would have been as follows: Mr. Thiry — $11,889,630; Mr. Rodriguez — $4,656,737; Mr. Ackerman — $2,972,475; and Ms. Waters — $1,783,510. For Mr. Ackerman and Ms. Waters the amounts shown also include PSU awards granted during 2018 for which any vesting was contingent on closing of the DMG transaction. The Compensation Committee also retained the ability to reduce these transaction-related PSU awards, including to zero, at its sole discretion at any time prior to the closing of the DMG transaction. For these awards, target and maximum performance result in the same grant date fair value which is as follows: Mr. Ackerman — $1,491,666 and Ms. Waters — $2,187,768. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.
|
3
|
For Mr. Thiry these amounts also include the incremental fair value associated with (i) the modification of his outstanding equity awards as a result of the implementation of the Rule of 65 Retirement Policy and (ii) the modification of his outstanding PSU award granted in 2016 to reallocate the performance criteria related to a DMG performance metric, contingent on completion of the sale of DMG, given that upon close the performance of this criterion would not be measurable. Mr. Thiry was the only executive with outstanding PSUs that had a performance criteria linked to a DMG related metric. The Rule of 65 Retirement Policy is effective for all executive officers, however, under FASB ASC Topic 718 a modification charge only applied to Mr. Thiry. These modification charges do not represent newly granted awards.
|
4
|
The amounts shown in this column represent the aggregate grant date fair value of SSAR awards granted to the executive during the year as estimated by the Company in accordance with FASB ASC Topic 718. For Mr. Thiry, the 2018 amount reflects the incremental fair value associated with the modification of his outstanding equity awards as a result of the implementation of the Rule of 65 Retirement Policy. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718. The Rule of 65 Retirement Policy is effective for all officers, however, under FASB ASC Topic 718 a modification charge only applied to Mr. Thiry. This modification charge does not represent newly granted awards.
|
5
|
The amounts shown in this column represent amounts earned for performance periods ending in 2018, 2017, and 2016, respectively, as detailed below with respect to 2018. The awards are reported for the year with respect to which they were earned, regardless of when the award was granted or paid. For 2018, these amounts represent payouts with respect to the 2018 STI Program. Please see the section titled "Compensation Discussion and Analysis — Elements of Compensation — Short-Term Incentive Program (STI Program) for 2018” in this Proxy Statement for a discussion of the performance criteria under the 2018 STI Program. The 2016 long-term cash-based performance awards (the "2016 Cash LTI Program") did not pay out based on performance through the completion of the performance period, which ended December 31, 2018 and accordingly, there is no value included in this column with respect to the 2016 Cash LTI Program.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
53
|
Executive Compensation
|
|
Name
|
|
2018 STI Program
|
|
2016 Cash LTI Program
|
|
Total Non-Equity
Incentive Plan
Compensation
|
|
||||||
Kent J. Thiry
|
|
$
|
3,303,371
|
|
|
$
|
—
|
|
|
$
|
3,303,371
|
|
|
Javier J. Rodriguez
|
|
$
|
1,947,978
|
|
|
$
|
—
|
|
|
$
|
1,947,978
|
|
|
Joel Ackerman
|
|
$
|
1,279,902
|
|
|
$
|
—
|
|
|
$
|
1,279,902
|
|
|
Kathleen A. Waters
|
|
$
|
646,045
|
|
|
$
|
—
|
|
|
$
|
646,045
|
|
|
LeAnne M. Zumwalt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
6
|
Amounts included 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. Because a fractionally-owned or chartered corporate aircraft is used primarily for business purposes, we do not include in the incremental cost allocated to each executive the fixed costs that do not change based on usage. The incremental cost to us of personal use of a fractionally-owned or chartered corporate aircraft 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. 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.
|
Name
|
|
Year
|
|
Perquisites*
($)
|
|
Life
Insurance
Premiums
($)
|
|
Company Contribution
to Defined Contribution Plan ($) |
|
Total All Other
Compensation
($)
|
||||||||
Kent J. Thiry
|
|
2018
|
|
$
|
803,236
|
|
|
$
|
624
|
|
|
$
|
3,600
|
|
|
$
|
807,460
|
|
Javier J. Rodriguez
|
|
2018
|
|
$
|
128,400
|
|
|
$
|
432
|
|
|
$
|
3,115
|
|
|
$
|
131,947
|
|
Joel Ackerman
|
|
2018
|
|
$
|
178
|
|
|
$
|
240
|
|
|
$
|
3,600
|
|
|
$
|
4,018
|
|
Kathleen A. Waters
|
|
2018
|
|
$
|
—
|
|
|
$
|
240
|
|
|
$
|
3,600
|
|
|
$
|
3,840
|
|
LeAnne M. Zumwalt
|
|
2018
|
|
$
|
—
|
|
|
$
|
192
|
|
|
$
|
3,600
|
|
|
$
|
3,792
|
|
*
|
Amounts for Messrs. Thiry and Rodriguez include certain personal meals and entertainment expenses, legal expenses and personal use of fractionally-owned or chartered corporate aircraft. For purposes of calculating the incremental costs to the Company of Messrs. Thiry and Rodriguez's personal use of Company aircraft, the total cost of the flight is allocated to personal use based upon the relative ratio of personal mileage to total mileage. Costs for fuel, ground costs, catering costs, landing fees, domestic passenger fees and federal excise tax charges are also included, if applicable. The incremental costs allocated to Messrs. Thiry and Rodriguez for personal aircraft usage in 2018 were $778,219 and $128,150, respectively.
|
7
|
The amounts in this column are calculated by subtracting the modification charges reported in the "Stock Awards" and "Option Awards" columns above from the "Total" column. These modification charges consist of $14.4 million associated with the implementation of the Rule of 65 Retirement Policy and $0.3 million associated with the modification of Mr. Thiry's outstanding PSU award granted in 2016 to reallocate the performance criteria related to a DMG performance metric, contingent on closing of the sale of DMG. The 2018 amount reported in this column for Mr. Thiry differs from, and is not a substitute for, the amount reported in the "Total" column, as calculated pursuant to the Summary Compensation Table rules.
|
54
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
|
|
|||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
|
Threshold
($)
|
|
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 ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards ($)8
|
||||||||||||||||||
Kent J. Thiry
|
—
|
|
1
|
$
|
—
|
|
|
$
|
1,950,000
|
|
|
$
|
5,850,000
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
|
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
33,784
|
|
|
90,090
|
|
|
180,180
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,944,814
|
|
|||||
5/15/2018
|
|
4
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
90,090
|
|
|
—
|
|
|
—
|
|
|
$
|
5,972,066
|
|
|||||
8/19/2018
|
|
5
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
31,393
|
|
|
73,250
|
|
|
146,500
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
8,647,897
|
|
|||||
8/19/2018
|
|
5
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
709,614
|
|
|
—
|
|
|
$
|
5,710,778
|
|
|||||
12/30/2018
|
|
6
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
36,381
|
|
|
72,761
|
|
|
135,191
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
331,115
|
|
|||||
Javier J. Rodriguez
|
—
|
|
1
|
$
|
—
|
|
|
$
|
1,125,000
|
|
|
$
|
3,375,000
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
|
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
13,232
|
|
|
35,285
|
|
|
70,570
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,328,368
|
|
|||||
5/15/2018
|
|
4
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
17,643
|
|
|
—
|
|
|
—
|
|
|
$
|
1,169,554
|
|
|||||
5/15/2018
|
|
7
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
88,213
|
|
|
|
$66.29
|
|
|
$
|
1,428,751
|
|
||||
Joel Ackerman
|
—
|
|
1
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
2,250,000
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
3/28/2018
|
|
3
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
22,601
|
|
|
22,601
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,491,666
|
|
|||||
5/15/2018
|
|
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
8,447
|
|
|
22,523
|
|
|
45,046
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,486,238
|
|
|||||
5/15/2018
|
|
4
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
11,261
|
|
|
—
|
|
|
—
|
|
|
$
|
746,492
|
|
|||||
5/15/2018
|
|
7
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
56,306
|
|
|
|
$66.29
|
|
|
$
|
911,966
|
|
||||
Kathleen A. Waters
|
—
|
|
1
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
1,125,000
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
3/28/2018
|
|
3
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
33,148
|
|
|
33,148
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,187,768
|
|
|||||
5/15/2018
|
|
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
5,068
|
|
|
13,514
|
|
|
27,028
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
891,755
|
|
|||||
5/15/2018
|
|
4
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
6,757
|
|
|
—
|
|
|
—
|
|
|
$
|
447,922
|
|
|||||
5/15/2018
|
|
7
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
33,784
|
|
|
|
$66.29
|
|
|
$
|
547,186
|
|
||||
LeAnne M Zumwalt
|
5/15/2018
|
|
4
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
7,508
|
|
|
—
|
|
|
—
|
|
|
$
|
497,705
|
|
||||
5/15/2018
|
|
7
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
37,538
|
|
|
|
$66.29
|
|
|
$
|
607,988
|
|
1
|
Represents applicable amounts for our 2018 STI Program under the 2011 Incentive Plan. The amount in the “Maximum” column represents the maximum amount the executive was eligible to earn under the 2018 STI Program if all performance criteria were achieved at their highest payout level, including a modifier associated with the achievement of certain pre-determined objectives. The amount in the “Target” column represents the payout amounts the executive was eligible to earn under the 2018 STI Program if all performance criteria were achieved at their target payout level.
|
2
|
This number represents PSUs awarded under the 2011 Incentive Plan. The PSU awards vest 50% on May 15, 2021 and 50% on May 15, 2022, subject to the NEO’s continued employment and the achievement of the underlying performance conditions. For a description of the PSUs, see the subsection titled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Program (LTI Program) for 2018—Equity Awards—Performance Stock Units” in this Proxy Statement.
|
3
|
This number represents PSUs awarded under the 2011 Incentive Plan. The vesting of these PSU awards was contingent upon the closing of the DMG transaction, with 50% vesting upon the closing of the DMG transaction and 50% upon the 18-month anniversary of the closing. Since the Compensation Committee could have used discretion at any time prior to the closing date to reduce amounts awarded to zero, there were no fixed threshold amounts under the PSU award agreements. Accordingly, this table reflects a zero amount in the “Threshold” column.
|
4
|
This number represents RSUs granted under the 2011 Incentive Plan. The RSUs vest 50% on May 15, 2021 and 50% on May 15, 2022, subject to the NEO's continued employment. For a description of the RSUs, see the subsection titled “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive Program (LTI Program) for 2018 — Equity Awards — Restricted Stock Units” in this Proxy Statement.
|
5
|
This number represents the incremental fair value with respect to Mr. Thiry's outstanding equity awards related to the implementation of the Rule of 65 Retirement Policy as of the modification date, computed in accordance with FASB ASC 718, and does not reflect a new equity grant. The Rule of 65 Retirement Policy is effective for all executive officers; however, under FASB ASC Topic 718 a modification charge only applied to Mr. Thiry.
|
6
|
This number represents the incremental fair value related to the modification of Mr. Thiry's outstanding PSU award granted in 2016 to, contingent on the closing of the DMG transaction, eliminate the performance criteria related to DMG and reallocate the associated units ratably to the remaining performance criteria, as of the December 30, 2018 modification date, computed in accordance with FASB ASC 718, and does not reflect a new equity grant. Mr. Thiry was the only executive granted 2016 PSUs that had a performance criterion linked to this DMG-related metric.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
55
|
Executive Compensation
|
|
7
|
This number represents SSARs awarded under the 2011 Incentive Plan. The SSARs vest 50% on May 15, 2021 and 50% on May 15, 2022, subject to the NEO’s continued employment. For a description of the SSARs, see the subsection titled “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentive Program (LTI Program) for 2018 — Equity Awards — Stock-settled Stock Appreciation Rights” in this Proxy Statement.
|
8
|
The amounts for SSARs, RSUs and PSUs are the aggregate grant date fair values or the incremental fair value upon modification 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. All SSARs granted have a five-year term. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.
|
56
|
|
|
|
|
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 Vested ($)1 |
||||||||||||||||||
Kent J. Thiry
|
4/24/2014
|
282,339
|
|
|
—
|
|
|
|
$69.38
|
|
|
4/24/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
6/2/2015
|
89,520
|
|
2
|
89,521
|
|
2
|
|
$83.82
|
|
|
6/2/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/13/2016
|
—
|
|
|
291,044
|
|
2
|
|
$75.42
|
|
|
5/13/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/6/2017
|
—
|
|
|
418,570
|
|
3
|
|
$65.48
|
|
|
6/6/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/2/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2,210
|
|
5
|
|
$113,727
|
|
|
—
|
|
|
—
|
|
|||||
12/27/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
24,119
|
|
6
|
|
$1,241,164
|
|
|
23,394
|
|
7
|
|
$1,203,855
|
|
||||
6/6/2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
31,393
|
|
8
|
|
$1,615,484
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
90,090
|
|
11
|
|
$4,636,031
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
33,784
|
|
5
|
|
$1,738,525
|
|
|||||
Javier J. Rodriguez
|
4/24/2014
|
79,228
|
|
|
—
|
|
|
|
$69.38
|
|
|
4/24/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
6/2/2015
|
23,275
|
|
2
|
23,276
|
|
2
|
|
$83.82
|
|
|
6/2/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/13/2016
|
—
|
|
|
124,091
|
|
2
|
|
$75.42
|
|
|
5/13/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/6/2017
|
—
|
|
|
79,909
|
|
3
|
|
$65.48
|
|
|
6/6/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
—
|
|
|
88,213
|
|
2
|
|
$66.29
|
|
|
5/15/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/2/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
1,150
|
|
5
|
|
$59,179
|
|
|
—
|
|
|
—
|
|
|||||
12/24/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
5,761
|
|
6
|
|
$296,461
|
|
|
4,775
|
|
9
|
|
$245,722
|
|
||||
6/6/2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
5,994
|
|
8
|
|
$308,451
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
17,643
|
|
11
|
|
$907,909
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
13,232
|
|
5
|
|
$680,919
|
|
|||||
Joel Ackerman
|
2/21/2017
|
—
|
|
|
145,159
|
|
2
|
|
$68.89
|
|
|
2/21/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
5/15/2018
|
—
|
|
|
56,306
|
|
2
|
|
$66.29
|
|
|
5/15/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/6/2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
5,708
|
|
8
|
|
$293,734
|
|
|||||
3/28/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
22,601
|
|
12
|
|
$1,163,047
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
11,261
|
|
11
|
|
$579,491
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8,447
|
|
5
|
|
$434,683
|
|
|||||
Kathleen A. Waters
|
5/6/2016
|
14,082
|
|
4
|
14,082
|
|
4
|
|
$75.70
|
|
|
5/6/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
6/6/2017
|
—
|
|
|
20,929
|
|
3
|
|
$65.48
|
|
|
6/6/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
—
|
|
|
33,784
|
|
2
|
|
$66.29
|
|
|
5/15/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/6/2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
3,521
|
|
10
|
|
$181,191
|
|
|
—
|
|
|
—
|
|
|||||
6/6/2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,570
|
|
8
|
|
$80,792
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
6,757
|
|
11
|
|
$347,715
|
|
|
—
|
|
|
—
|
|
|||||
3/28/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
33,148
|
|
12
|
|
$1,705,796
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
5,068
|
|
5
|
|
$260,799
|
|
|||||
LeAnne M. Zumwalt
|
4/24/2014
|
14,405
|
|
|
—
|
|
|
|
$69.38
|
|
|
4/24/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
6/2/2015
|
5,968
|
|
2
|
5,968
|
|
2
|
|
$83.82
|
|
|
6/2/2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/13/2016
|
—
|
|
|
26,459
|
|
2
|
|
$75.42
|
|
|
5/13/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/6/2017
|
—
|
|
|
20,929
|
|
3
|
|
$65.48
|
|
|
6/6/2022
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
5/15/2018
|
—
|
|
|
37,538
|
|
2
|
|
$66.29
|
|
|
5/15/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
6/2/2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
1,492
|
|
11
|
|
$76,778
|
|
|
—
|
|
|
—
|
|
|||||
6/6/2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,570
|
|
8
|
|
$80,792
|
|
|||||
5/15/2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
7,508
|
|
11
|
|
$386,362
|
|
|
—
|
|
|
—
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
57
|
Executive Compensation
|
|
1
|
The market value of shares or units of stock that have not vested reflects the $51.46 closing price of our Common Stock on December 31, 2018, the last trading day of the year, as reported by the NYSE.
|
2
|
These SSARs vest 50% on the third and fourth anniversaries of the grant date.
|
3
|
These SSARs vest 50% each on May 15, 2020 and May 15, 2021.
|
4
|
These SSARs vest 50% on the second and third anniversaries of the grant date.
|
5
|
These PSUs vest 50% each on the third and fourth anniversaries of the grant date.
|
6
|
These PSUs vested 50% on May 15, 2019 and vest 50% May 15, 2020.
|
7
|
These PSUs vested 22% on May 15, 2019 and vest 78% on May 15, 2020 for Mr. Thiry, subject to achievement of the performance conditions for PSUs. The amounts listed here are the threshold number of shares awarded.
|
8
|
These PSUs vest 12.5% on May 15, 2020 and 87.5% on May 15, 2021, subject to achievement of the performance conditions for PSUs. The amounts listed here are the threshold number of shares awarded.
|
9
|
These PSUs vested 40% on May 15, 2019 and vest 60% on May 15, 2020 for Mr. Rodriguez, subject to achievement of the performance conditions for PSUs. The amounts listed here are the threshold number of shares awarded.
|
10
|
These RSUs vest 50% each on the second and third anniversaries of the grant date.
|
11
|
These RSUs vest 50% each on the third and fourth anniversaries of the grant date.
|
12
|
These PSUs vested 50% on the closing of the DMG transaction and will vest 50% on the 18-month anniversary of the close, subject to achievement of the performance conditions for PSUs and continued employment through the applicable vesting date. The Compensation Committee retained the ability to reduce these PSU awards, including to zero, at its sole discretion at any time prior to the closing of the DMG transaction.
|
58
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)1
|
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)2
|
||||||
Kent J. Thiry
|
900,000
|
|
$
|
8,109,000
|
|
|
6,932
|
|
$
|
463,223
|
|
Javier J. Rodriguez
|
280,000
|
|
$
|
2,942,800
|
|
|
3,699
|
|
$
|
247,131
|
|
Joel Ackerman
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Kathleen A. Waters
|
—
|
|
$
|
—
|
|
|
3,520
|
|
$
|
233,658
|
|
LeAnne M. Zumwalt
|
5,200
|
|
$
|
54,652
|
|
|
3,293
|
|
$
|
219,487
|
|
1
|
Value realized on exercise is determined by subtracting the exercise or base price from the market price of our Common Stock at exercise, as reported by the NYSE, and multiplying the remainder by the number of shares exercised.
|
2
|
Value realized on vesting is determined by multiplying the number of shares underlying RSUs by the closing price for our Common Stock on the date of vesting, as reported by the NYSE.
|
Name
|
Executive
Contributions
in Last FY
($)1,2
|
|
Registrant
Contributions
in Last FY
($)
|
|
Aggregate Earnings in
Last FY
($)3
|
|
Aggregate Withdrawals/
Distributions
($)
|
|
Aggregate
Balance at
Last FYE
($)
|
|||||||||
Kent J. Thiry
|
|
|
|
|
|
|
|
|
|
|||||||||
Deferred Compensation Plan
|
|
$1,162,500
|
|
|
—
|
|
|
|
($44,392
|
)
|
|
—
|
|
|
|
$5,899,435
|
|
|
Voluntary Deferral Plan
|
—
|
|
|
—
|
|
|
|
$43,909
|
|
|
—
|
|
|
|
$12,614,802
|
|
||
Javier J. Rodriguez
|
|
|
|
|
|
|
|
|
|
|||||||||
Voluntary Deferral Plan
|
—
|
|
|
—
|
|
|
|
($77,915
|
)
|
|
—
|
|
|
|
$720,022
|
|
||
Joel Ackerman4
|
|
|
|
|
|
|
|
|
|
|||||||||
None
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Kathleen A. Waters4
|
|
|
|
|
|
|
|
|
|
|||||||||
None
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
LeAnne M. Zumwalt
|
|
|
|
|
|
|
|
|
|
|||||||||
Deferred Compensation Plan
|
|
$85,577
|
|
|
—
|
|
|
|
($12,828
|
)
|
|
—
|
|
|
|
$236,865
|
|
|
Voluntary Deferral Plan
|
—
|
|
|
—
|
|
|
|
($1,513
|
)
|
|
|
($2,239
|
)
|
|
|
$25,360
|
|
1
|
This amount is reported in the “Salary” column in the 2018 Summary Compensation Table.
|
2
|
Mr. Thiry deferred $1,758,350 in 2017 and $1,749,132 in 2016 into the Deferred Compensation Plan. Ms. Zumwalt deferred $100,000 in 2017 and $50,658 in 2016 into the Deferred Compensation Plan.
|
3
|
None of the earnings in this column are included in the 2018 Summary Compensation Table because they are not preferential or above market.
|
4
|
Mr. Ackerman and Ms. Waters did not participate in any of the Company’s nonqualified deferred compensation plans in 2018 or in any prior years.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
59
|
Executive Compensation
|
|
60
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
61
|
Executive Compensation
|
|
62
|
|
|
|
|
Payment of Base Salary (or multiple thereof) in effect at termination for a specified period following termination
|
Bonus1
|
|
Continued Health Benefits for a Specified Period Following Termination
|
Office and Secretarial Assistance
|
Total Value
|
|||||||||||||
Kent J. Thiry
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death
|
|
$
|
—
|
|
|
$
|
3,303,371
|
|
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,303,371
|
|
Disability
|
|
$
|
—
|
|
|
$
|
3,303,371
|
|
2
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,303,371
|
|
Involuntary Termination without Cause
|
|
$
|
9,082,730
|
|
3
|
$
|
3,303,371
|
|
4
|
$
|
52,213
|
|
5
|
$
|
471,315
|
|
6
|
$
|
12,909,629
|
|
Resignation for Good Reason
|
|
$
|
9,082,730
|
|
3
|
$
|
3,303,371
|
|
4
|
$
|
52,213
|
|
5
|
$
|
471,315
|
|
6
|
$
|
12,909,629
|
|
Javier J. Rodriguez
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Involuntary Termination Without Material Cause
|
|
$
|
1,350,000
|
|
7
|
$
|
1,921,932
|
|
8
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,271,932
|
|
Resignation for Good Cause
|
|
$
|
1,350,000
|
|
7
|
$
|
1,921,932
|
|
8
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,271,932
|
|
Resignation Following a Good Cause Event after a Change of Control
|
|
$
|
1,800,000
|
|
9
|
$
|
1,921,932
|
|
8
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,721,932
|
|
Joel Ackerman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Involuntary Termination Without Material Cause
|
|
$
|
700,000
|
|
10
|
$
|
750,000
|
|
11
|
$
|
35,302
|
|
12
|
$
|
—
|
|
|
$
|
1,485,302
|
|
Resignation for Good Cause
|
|
$
|
700,000
|
|
10
|
$
|
750,000
|
|
11
|
$
|
35,302
|
|
12
|
$
|
—
|
|
|
$
|
1,485,302
|
|
Resignation Following a Good Cause Event after a Change of Control
|
|
$
|
1,400,000
|
|
13
|
$
|
750,000
|
|
14
|
$
|
35,302
|
|
12
|
$
|
—
|
|
|
$
|
2,185,302
|
|
Kathleen A. Waters
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Involuntary Termination Without Material Cause
|
|
$
|
540,000
|
|
15
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
540,000
|
|
Resignation for Good Cause
|
|
$
|
540,000
|
|
16
|
$
|
615,000
|
|
17
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,155,000
|
|
LeAnne M. Zumwalt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Involuntary Termination Without Material Cause
|
|
$
|
400,000
|
|
18
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
1
|
Does not include any amounts payable to Mr. Thiry, Mr. Rodriguez or Ms. Zumwalt pursuant to our Deferred Compensation Plan or Voluntary Deferral Plan which amounts are included in the 2018 Nonqualified Deferred Compensation Table. Such amounts are currently vested, but payment thereof may be accelerated in the event of death, disability or termination of employment.
|
2
|
Mr. Thiry (or his estate) will be entitled to receive the amount of any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the termination occurs. On December 31, 2018, Mr. Thiry had fully earned his bonus for 2018, so he would have received the full amount of his annual incentive bonus as reported in the 2018 Summary Compensation Table upon termination.
|
3
|
Mr. Thiry will be entitled to receive a lump-sum payment equal to the product of (x) three, and (y) the sum of his base salary in effect as of the date of termination and the Prior Bonus. “Prior Bonus” means the average of the annual incentive bonus earned under the 2011 Incentive Plan (including any bonus earned and payable but not yet paid) for the last two fiscal years before the fiscal year in which Mr. Thiry’s employment was terminated. The amount reported in the table above reflects the product of (x) three, and (y) the sum of Mr. Thiry’s base salary as of December 31, 2018, which was $1,300,000, and the average of Mr. Thiry’s 2017 annual incentive bonus in the amount of $1,750,000 and Mr. Thiry’s 2016 annual incentive bonus in the amount of $1,705,153.
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
63
|
Executive Compensation
|
|
4
|
Mr. Thiry will be entitled to receive the amount of any bonus earned and payable but not yet paid for the fiscal year prior to the year in which the termination occurs. Mr. Thiry will also be entitled to receive a prorated annual incentive bonus (based on the actual bonus earned under the objective standards set forth under the 2011 Incentive Plan for the fiscal year in which the termination occurs) through and including the date of termination. On December 31, 2018, Mr. Thiry had fully earned his annual incentive bonus for 2018, so he would have received the full amount of his annual incentive bonus as reported in the 2018 Summary Compensation Table upon termination.
|
5
|
Mr. Thiry will continue to receive his health benefits for the three-year period following termination. The amount reported in the table above is the estimated actual cost of COBRA insurance premiums for Mr. Thiry for the three-year period following termination.
|
6
|
Mr. Thiry will be entitled to the use of an office and services of an administrative assistant for three years or until he obtains other full-time employment. The amounts above reflect the estimated costs to us of providing the office and secretarial services for three years.
|
7
|
Mr. Rodriguez will be entitled to receive his salary for the 18-month period following his termination without material cause or resignation for good cause. As of December 31, 2018, Mr. Rodriguez’s base salary was $900,000.
|
8
|
If Mr. Rodriguez is terminated after April in a given year, he will be entitled to receive a lump sum payment equal to the bonus paid in the year prior to the termination, pro-rated for the number of months served in the year his employment is terminated. The Company interprets this severance provision to mean the severance is based on the bonus paid “for” the year prior to the year for which a bonus was most recently earned. This severance amount is reported as the bonus paid to Mr. Rodriguez for 2017, which was $1,921,932.
|
9
|
Mr. Rodriguez will be entitled to receive his salary for the two-year period following his resignation for good cause following a change in control.
|
10
|
Mr. Ackerman will be entitled to receive his salary for the one-year period following his termination, contingent upon his execution of a release and noncompetition agreement and pursuant to the terms of the DaVita Inc. Severance Plan for Directors and Above (the “Severance Plan”). As of December 31, 2018, Mr. Ackerman’s base salary was $700,000. Such payment obligation will be reduced dollar-for-dollar by the amount of any compensation received by Mr. Ackerman from another employer during the severance payment period, and Mr. Ackerman is obligated to use reasonable efforts to find employment during such period.
|
11
|
If Mr. Ackerman is terminated, he will be entitled to receive a lump sum payment equal to the bonus paid in the year prior to the termination, pro-rated for the number of months served in the year his employment is terminated. The Company interprets this severance provision to mean the severance is based on the bonus paid “for” the year prior to the year for which a bonus was most recently earned. This severance amount is reported as the bonus paid to Mr. Ackerman for 2017, which was $750,000.
|
12
|
Mr. Ackerman will continue to receive his health benefits for the 18-month period following his termination without material cause or resignation for good cause. The amount reported in the table above is the estimated actual cost of COBRA insurance premiums for Mr. Ackerman for the 18-month period following termination.
|
13
|
Mr. Ackerman will be entitled to receive a lump sum payment equal to two times the sum of his base salary in effect as of the date of termination and the bonus paid in the year prior to termination following his resignation for good cause after a change in control. The amount reported in the table above reflects two times Mr. Ackerman’s base salary as of December 31, 2018, which was $700,000.
|
14
|
Mr. Ackerman will be entitled to receive a lump sum payment equal to the bonus paid in the year prior to the termination following his resignation for good cause following a change in control. This severance amount is reported as the bonus paid to Mr. Ackerman for 2017, which was $750,000.
|
15
|
Ms. Waters will be entitled to receive her salary for the one-year period following her termination. As of December 31, 2018, Ms. Water’s base salary was $540,000.
|
16
|
Ms. Waters will be entitled to receive her salary for the one-year period following her resignation for good cause. As of December 31, 2018, Ms. Water’s base salary was $540,000.
|
17
|
If Ms. Waters is terminated after April in a given year, she will be entitled to receive a lump sum payment equal to the bonus paid in the year prior to the termination, pro-rated for the number of months served in the year her employment is terminated. The Company interprets this severance provision to mean the severance is based on the bonus paid “for” the year prior to the year for which a bonus was most recently earned. This severance amount is reported as the bonus paid to Ms. Waters for 2017, which was $615,000.
|
18
|
Ms. Zumwalt is not party to an employment agreement with the Company but may be entitled to severance under the Severance Plan upon an involuntary termination of employment in accordance with the terms of the Severance Plan. Under the terms of the Severance Plan, upon such a termination and subject to her execution of a release and noncompetition agreement, Ms. Zumwalt would be entitled to 12 months of base salary continuation and, at the discretion of the Company, outplacement assistance. As of December 31, 2018, Ms. Zumwalt’s base salary was $400,000. Such payment obligation will be reduced dollar-for-dollar by the amount of any compensation received by Ms. Zumwalt from another employer during the severance payment period, and Ms. Zumwalt is obligated to use reasonable efforts to find employment during such period.
|
64
|
|
|
Name
|
Value of SSARs1
|
Value of Stock Awards2
|
||||
Kent J. Thiry
|
See footnote 3
|
|
See footnote 3
|
|
||
Javier J. Rodriguez
|
$
|
—
|
|
$
|
2,691,564
|
|
Joel Ackerman
|
$
|
—
|
|
$
|
1,855,853
|
|
Kathleen A. Waters
|
$
|
—
|
|
$
|
1,158,931
|
|
LeAnne M. Zumwalt
|
See footnote 3
|
|
See footnote 3
|
|
1
|
Values are based on the aggregate difference between the respective base prices and the closing sale price of our Common Stock on December 31, 2018, which was $51.46 per share, as reported by the NYSE. Because the base prices of the outstanding SSARs were below the closing price of a share of our Common Stock on December 31, 2018, no value is reported in this column for the outstanding SSARs.
|
2
|
Values are based on the aggregate number of shares underlying PSUs and RSUs multiplied by the closing sale price of our Common Stock on December 31, 2018, which was $51.46 per share, as reported by the NYSE. For PSUs, performance through December 31, 2018 was used to determine the shares that would vest upon a Change of Control. Per the award agreements, all PSUs performance metrics convert to a relative TSR performance metric upon a Change of Control.
|
3
|
Mr. Thiry and Ms. Zumwalt satisfied the requirements for Rule of 65 Retirement Policy treatment as of December 31, 2018, and as such, in the event of their termination from the Company, they would receive the benefits set forth below under the section "Retirement".
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
65
|
Executive Compensation
|
|
Name
|
Value of SSARs1
|
Value of Stock Awards2
|
||||
Kent J. Thiry
|
$
|
—
|
|
$
|
20,165,578
|
|
Javier J. Rodriguez
|
$
|
—
|
|
$
|
—
|
|
Joel Ackerman
|
$
|
—
|
|
$
|
—
|
|
Kathleen A. Waters
|
$
|
—
|
|
$
|
—
|
|
LeAnne M. Zumwalt
|
$
|
—
|
|
$
|
774,627
|
|
1
|
Values are based on the aggregate difference between the respective base prices and the closing sale price of our Common Stock on December 31, 2018, which was $51.46 per share, as reported by the NYSE. Because the base prices of the outstanding SSARs were below the closing price of a share of our Common Stock on December 31, 2018, no value is reported in this column for the outstanding SSARs.
|
2
|
Values are based on the aggregate number of shares underlying PSUs and RSUs multiplied by the closing sale price of our Common Stock on December 31, 2018, which was $51.46 per share, as reported by the NYSE. For PSUs, the expected payout as of December 31, 2018 was used to determine the shares.
|
66
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
67
|
Pay Ratio Disclosure
|
|
•
|
The median of the annual total compensation of all of our teammates, other than Mr. Thiry, was $60,889.
|
•
|
Mr. Thiry’s annual total compensation was $32,031,175, including the impact of certain one-time accounting modification charges that impacted Mr. Thiry's reported 2018 compensation.
|
•
|
Based on this information, the ratio of the annual total compensation of Mr. Thiry to the median of the annual total compensation of all teammates is estimated to be 526 to 1.
|
•
|
As further described below, excluding the impact of certain one-time accounting modification charges that impacted Mr. Thiry's reported 2018 compensation, as disclosed pursuant to SEC rules, the above ratio would be approximately 285 to 1.
|
Total U.S. Teammates
|
69,413
|
|
|
Total non-U.S. Teammates
|
5,136
|
|
(no exclusions)
|
Total Global Workforce
|
74,549
|
|
|
68
|
|
|
Poland
|
985
|
|
Portugal
|
419
|
|
Colombia
|
818
|
|
|
|
|
Total
|
2,222
|
|
Total U.S. Teammates
|
69,413
|
|
|
Total non-U.S. Teammates
|
2,914
|
|
(excluding 2,222 teammates)
|
Total Workforce for Median Calculation
|
72,327
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
69
|
Compensation of Directors
|
|
Compensation of Directors
|
|
Name
|
Fees Earned
($)1
|
Stock Awards
($)2
|
SSAR Awards
($)3, 4
|
|
All Other Compensation
($)5
|
Total
($)
|
||||||||||
Pamela M. Arway
|
|
$229,000
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$418,089
|
|
Charles G. Berg
|
|
$100,978
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$82,928
|
|
|
$372,995
|
|
Carol Anthony (“John”) Davidson6
|
|
$66,453
|
|
|
$15,562
|
|
|
$241,478
|
|
7
|
|
$—
|
|
|
$323,493
|
|
Barbara J. Desoer
|
|
$195,500
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$384,589
|
|
Pascal Desroches
|
|
$157,639
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$346,728
|
|
Paul J. Diaz
|
|
$150,250
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$339,339
|
|
Peter T. Grauer
|
|
$169,375
|
|
|
$138,757
|
|
|
$137,363
|
|
|
|
$—
|
|
|
$445,495
|
|
John M. Nehra
|
|
$155,000
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$344,089
|
|
Dr. William L. Roper
|
|
$177,750
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$366,839
|
|
Phyllis R. Yale
|
|
$139,500
|
|
|
$95,042
|
|
|
$94,047
|
|
|
|
$—
|
|
|
$328,589
|
|
1
|
Consists of the amounts described below under the subsection “—Annual Retainers,” “—Meeting Fees,” and “—Expense Reimbursement and Per Diem Compensation.” With respect to Mr. Grauer, includes the $37,500 cash portion for service as lead independent director. With respect to Ms. Arway and Ms. Desoer, includes the $50,000 cash portion for service as chair of the Compensation Committee and Compliance Committee, respectively. With respect to Mr. Davidson and Mr. Desroches, includes their prorated portions of the $50,000 cash portion for service as chair of the Audit Committee, in the amounts of $8,194 and $41,806, respectively. With respect to Mr. Nehra and Dr. Roper, includes the $25,000 cash portion for service as chair of the Public Policy Committee and Clinical Performance Committee, respectively.
|
2
|
The amounts shown in this column reflect the aggregate grant date fair value of all direct stock issuance awards ("DSI") granted to our directors during 2018 as estimated by the Company in accordance with FASB ASC Topic 718. With respect to Mr. Grauer, includes the $43,750 equity portion denominated in DSIs for service as lead independent director. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.
|
3
|
The amounts shown in this column reflect the aggregate grant date fair value of all SSAR awards granted to our directors during 2018 as estimated by the Company in accordance with FASB ASC Topic 718. With respect to Mr. Grauer, includes the $43,750 equity portion denominated in SSARs for service as lead independent director. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FASB ASC Topic 718.
|
4
|
As of December 31, 2018, each active director had the following number of SSARs outstanding: Ms. Arway, 29,434; Mr. Berg, 25,857; Ms. Desoer, 23,174; Mr. Desroches, 16,989; Mr. Diaz, 29,434; Mr. Grauer, 42,991; Mr. Nehra, 29,434; Dr. Roper, 29,434; and Ms. Yale, 18,922.
|
5
|
The amount included here for Mr. Berg relates to personal use of fractionally-owned or chartered corporate aircraft for a fixed number of hours, as approved by our Board of Directors. This amount is calculated for Mr. Berg in the same manner as for our executives. See Footnote 6 to the 2018 Summary Compensation Table under the heading, "Executive Compensation—2018 Summary Compensation Table" for additional detail on the calculation of this amount.
|
6
|
Mr. Davidson retired from the Board on March 1, 2018.
|
7
|
This amount represents the incremental fair value under FASB ASC Topic 718 associated with the modification of Mr. Davidson's outstanding SSAR awards in connection with his resignation from the Board.
|
70
|
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
71
|
Compensation of Directors
|
|
72
|
|
|
Compensation Committee Interlocks and
Insider Participation
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
73
|
|
74
|
|
|
Other Matters
|
|
|
DaVita Inc. Notice of Special Meeting and Proxy Statement
|
75
|
Grantee:
|
Javier J. Rodriguez
|
Address:
|
* redacted personal information *
|
Grant Date:
|
11/4/2019
|
Base Shares:
|
2,500,000
|
Base Price per Share:
|
$67.80
|
Vesting Schedule:
|
50% vesting on 11/4/2022
50% vesting on 11/4/2023
|
Expiration Date:
|
11/4/2024
|
Plan Name:
|
2011 Incentive Award Plan
|
Plan ID #:
|
2011
|
DaVita Inc.
|
|
|
|
|
|
/s/ Cynthia Baxter
|
|
/s/ Javier J. Rodriguez
|
Cynthia Baxter
|
|
Javier J. Rodriguez
|
Interim Chief People Officer
|
|
Chief Executive Officer
|
•
|
“Cause” shall mean: (1) a material breach by Grantee of his duties and responsibilities which, if applicable, do not differ in any material respect from the duties and responsibilities of Grantee during the ninety (90) days immediately prior to a Change of Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on Grantee’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) willful misconduct or gross negligence which results in material harm to the Company; (3) the conviction of Grantee of, or a plea of nolo contendere by Grantee to, a felony or other crime involving fraud or dishonesty; or (4) a material breach by Grantee of a material provision of the Company’s Code of Conduct, as may be amended from time to time, which results in material harm to the Company.
|
•
|
“Change of Control” shall mean:
|
•
|
“Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
|
•
|
“Good Reason” shall have the meaning assigned to such term in the Employment Agreement; provided, however, in the event of a Severance on or within two years following a Change of Control, “Good Reason” shall also mean the Grantee ceases to serve as Chief Executive Officer of a publicly-traded Company; provided, further, in order for Grantee to experience a Severance due to Good Reason, Grantee must follow
|
•
|
“Qualifying Separation” shall mean Grantee’s Severance by (i) the Company other than for “Cause” or (ii) by Grantee for “Good Reason,” in each case, prior to a Change of Control or on or following the two-year anniversary of a Change of Control.
|
•
|
The number of Base Shares determined by multiplying the Base Shares scheduled to vest on the First Vesting Date by a fraction, the numerator of which is the number of days from the Grant Date through the date of Grantee’s Severance, and the denominator of which is the number of days between the Grant Date and the First Vesting Date; notwithstanding the preceding calculation, no additional Base Shares attributable to the First Vesting Date shall vest in the case of a Severance after the First Vesting Date; and
|
•
|
The number of Base Shares determined by multiplying the Base Shares scheduled to vest on the Second Vesting Date by a fraction, the numerator of which is the number of days from the Grant Date through the date of Grantee’s Severance, and the denominator of which is the number of days between the Grant Date and the Second Vesting Date; notwithstanding the preceding calculation, no additional Base Shares attributable to the Second Vesting Date shall vest in the case of a Severance after the Second Vesting Date.
|
|
DAVITA INC.
|
|
|
By:
|
/s/ Kathleen A. Waters
|
|
Name:
|
Kathleen A. Waters
|
|
Title:
|
Chief Legal Officer
|