DAVITA INC. DVA

30% shingled-prose overlap between the two filings.

2025: 68,942 chars · 2026: 54,589 chars

• Committee Report:51% overlap (6,000 → 5,999 chars)
• Pay Ratio (Item 402(u)):44% overlap (4,724 → 4,060 chars)
• Say-on-Pay proposal:28% overlap (24,999 → 25,000 chars)

• changedCompensation Discussion and Analysis31Overview31DaVita's Analysis29Overview29DaVita'sOperational and Financial Highlights312025 Highlights292024Compensation Highlights32Our Highlights30OurExecutive Compensation Structure 33Compensation Elements34Our 31CompensationElements32OurExecutive Compensation Philosophies and Objectives35Compensation Principles35Summary Objectives33CompensationPrinciples33Summaryof Stockholder Engagement37What Engagement35WhatWe Pay and Why38Base Salary38Short-Term Why36BaseSalary36Short-TermIncentive Program for 202538Long-Term 202436Long-TermIncentive Program for 202542How 202441HowWe Make Executive Compensation Decisions45Role of the Compensation Committee45Role of Board45Role of CEO and Management Team45Role of Independent Compensation Consultant45Market Competitiveness46Other Elements of Our 2025 2024Executive Compensation Program46Severance and Change of Control Arrangements46Deferred Compensation Program47Limited Other Personal Benefits47Share Ownership Requirements47Policies Requirements48PoliciesRegarding Recoupment of Incentive Compensation48
• changedNotice of 2026 2025Annual Meeting and Proxy Statement30
• changedThis Compensation Discussion and Analysis (the “CD&A”) describes our 2025 2024executive compensation program for the following named executive officers, or NEOs:
• changedMaughanChief Operating Officer, DaVita Kidney CareKathleen Care1KathleenA.
• newHeartyChief Compliance Officer
• changedDaVita's performance in 2025 2024highlighted the strength and resiliency of our business.
• newWe delivered on our commitment of adjusted operating income growth in-line with our long-term trajectory, despite a decline in treatment volume related to three distinct headwinds — a hurricane-disrupted supply chain, a historically severe flu season, and a cyber security incident.
• changedOperating and financial highlights for 2025 2024include the following:
• new•Exceptional clinical care, including gains in optimal treatment starts, patient activation and behavioral health support, led to 9% stronger Total Quality Scoring and an outsized representation in the High Performers Pool within the latest performance data from CMMI's Comprehensive Kidney Care Contracting.1
• new•Operating income of $2,044 million and adjusted operating income of $2,094 million2.
• new•Earnings per share from continuing operations of $9.51 and adjusted earnings per share from continuing operations of $10.782.
• changed•Operating cash flows of $1,887 $2,022million and free cash flows flows2of $1,024 million2. $1,162million
• new•Consolidated patient census growth of 5%, driven by international acquisitions, including the expansion of our footprint in Brazil.
• new•U.S. dialysis revenue grew 4% through an increase in average patient services revenue per treatment of $18 that was driven in part by the successful transition of phosphate binders as a dialysis benefit.
• new•Integrated Kidney Care (IKC) revenue grew by 8% and IKC operating income improved $40 million, which resulted in positive full year operating income for the first time in IKC history.
• new•Revenue in our International business grew 38%, primarily driven by recent acquisitions in Latin America.
• changed•Repurchased 12.7 million •Repurchaseof9,832,705shares of our Common Stock for aggregate consideration of $1,788 $1,389million, and a 15% net 9.3%reduction in our outstanding share count year-over-year. year-over-year
• changed•Purchased $4,750 $2,500million notional amount of forward interest rate caps over three years to help shield our exposure to significant interest rate increases. increasesthrough2027
• new1 Reflects performance in 2024.
• new2 For definitions and reconciliations of adjusted operating income, adjusted earnings per share from continuing operations, and free cash flows, see the "Reconciliation of Non-GAAP Measures" in Annex A.
• new2025 Compensation Highlights
• changedWe remained consistent in our emphasis on pay-for-performance payforperformanceand generally received strong support from our stockholders on our executive compensation program, both through voting results at the 2025 2024Annual Meeting and our ongoing stockholder engagement program.
• new2025 STI Program Payouts Our 2025 short-term incentive program ("STI Program") was designed to align executive compensation with the Company’s financial results and stockholder interests.
• changedConsequently, 2024STIProgramPayoutsPerformanceachievedunderour2024short-termincentiveprogram("STIProgram")wasalignedwithourstrongCompanyperformance for 2025 2024andresulted in stockholderalignedpayouts of approximately 91% 181%to 95% 185%of target, targetundertheSTIProgram,depending on individual NEO results for the custom strategic objectives2025 objectives.2024LTI Program Awards Consistentwithprioryears,Equity awards granted to NEOs under our 2025 2024long-term incentive ("2025 ("2024LTI Program") program were:•60% comprisedof:•60%performance-based restricted stock units ("PSUs"), with performance measured on a cumulative three-year basis (and metrics based on adjusted earnings per share ("Adjusted EPS") and relative total shareholder return ("Relative TSR")•20% RSUs TSR")•40%restrictedstockunits("RSUs")subject to back-loaded time-based vesting over three and four years (50% each year), respectively •20% SSARs subject to the same back-loaded time-based vesting schedule as the RSUs2022 PSUsPSUs granted in 2022 with a multipleyears2021performance period covering 2025 vested at 81% of target, based on the weighted average of Adjusted EPS performance achieved at 70% of target and Relative TSR performance achieved at 114% of target2023 PSUsPSUs granted in 2023 2021with a cumulative performance period ending in 2025 covering2024vested at 186% 90%of target, based on the weighted average of withAdjusted EPS performance achieved at 200% 74%of target and Relative TSR performance achieved at 143% 136%of target target.
• changedNotice of 2026 2025Annual Meeting and Proxy Statement32
• changedThe following charts illustrate the allocation of the total target direct compensation that our CEO and the other NEOs (on average) are eligible to earn, including annual bonus at target, and in the case of the LTI awards, those that were granted in 2025 2024(and do not include any Company matching retirement benefits or the value of any perquisites).
• changedThe following table generally summarizes the key elements of our executive compensation program in 2025. 2024.
• changedBase SalaryShort-Term Incentive ProgramLong-Term Incentive ProgramIt is appropriate that some portion of compensation be in a form that is fixed to provide executives with a stable baselevel of income.
• changedBase salaries are reviewed for adjustment periodically canbeadjustedbased on individual performance, changes to portfolio of responsibilities and comparative market data, among other things.Performance data.PerformanceMeasures•70% Financial: Adjusted Operating Income and Adjusted Free Cash Flow•Strategic Objectives:1◦Operational Objectives:◦Operationaland sustainability-related factors factors(1)(21%)◦Custom goals objectivesfor each NEO (9%)•Payout 0% to 200% of target 60% PSUs20% RSUs20% SSARs•Performance PSUs40%RSUs•Performancecriteria 75% Adjusted EPS, 25% Relative TSR as compared to the constituents of the S&P Health Care Services Select Industry Index •Payout 0% to 200% of target•Performance targetshares•Performanceis measured over a three-year multi-yearperformance period•RSUs vest period•ForRSUawardsgrantedtoNEOsinMarch2024,vests50% on each of the third and fourth anniversaries of the grant date•SSARs vest 50% on each of date•Forthe third and fourth anniversaries of RSUawardgrantedunderthe grant date•SSARs expire after five years 2024CEOGrant,vestsratablyoverathreeyearperiod
• changed1Our (1)Ourbusiness and finance teams closely collaborate with our legal and compliance teams, and DaVita has processes, policies/guidance and education in place as guardrails to support appropriate performance and incentives, including the performance and initiative behind these Strategic Objectives.
• changedSee "What We Pay and Why - Short-Term Incentive Program for 2025" 2024"below for additional details on each of the metrics under the 2025 2024STI Program.
• changedNotice of 2026 2025Annual Meeting and Proxy Statement34
• changedSustained Meaningful Profitable Growth and Stockholder Value CreationPay-for-Performance.A CreationéééPay-for-Performance.Asignificant percentage of an executive's compensation should be directlyaligned with Company and individual performance, with a balance between short-term and long-term performance.Align with Stockholder Interests.Executives' interests should be aligned with stockholder interests, including through the risks and rewards of DaVita equity ownership.Attract and Retain the Right Talent.Executive compensation should be market-competitive in order to attract and retain highly qualified talent with a performance- and service-driven mindset.
• changedCore Compensation Principles and 2025 Program Structure HighlightsPerformance PrinciplesPerformanceOrientation–92% of target compensation for our CEO and 83% 85%of target compensation for our other NEOs is at-risk, atrisk,and a majority of compensation for our NEOs is tied to achievement of defined performance metrics, performance,and not just continued service–Multiple criteria in the Company's 2025 2024STI Program balance financial goals and strategic objectives–PSU awards granted under our LTI Program use a mix of market-based (Relative TSR) and financial (Adjusted EPS) metrics–Performance-based equity awards are measured on a cumulative basis over a three-year period, basis,emphasizing sustained performance over a themulti-year performance period–Compensation Committee retains ability to exercise negative discretion under the STI ProgramMetrics are Linked to Strategy–75% of PSUs under the LTI Program inrecentyearsare tied to a long-term Adjusted EPS target, which we believe focuses our NEOs on capital-efficient growth, the hallmark of our long-term strategy–Our STI Program also includes certain strategic goals that are viewed as important for both near-term operational success and long-term value creationProgram Designed creation,suchasclinicalmetrics(metricsrelatedto Balance Relative homemodalitiespenetrationand Absolute Performance & Incentivize Outperformance–In the 2025 STI Program, Adjusted Operating Income performance had to be above our actual Adjusted Operating Income for 2024 patientengagement),teammateengagementand at or above the midpoint watersavings,whichtogethercomprise21%of our 2025 initial guidance range to achieve target payout –Relative TSR-dependent PSUs require above-market performance at the 55th percentile to achieve target vesting–If our TSR is negative, then vesting is capped at the target number of PSUs regardless of our Relative TSR performance totalSTIProgramopportunity
• newCore Compensation Principles and 2025 Program Structure HighlightsFormulaic Criteria–Under the 2025 STI Program, the vast majority of the annual target opportunity was formulaic, with the remaining portion tied to strategic objectives for each individual NEO, which are qualitatively evaluated by the Compensation Committee (and, in the case of the CEO, the independent members of the Board)–100% of the PSU payout is formulaically determinedNo Positive Discretion–The Compensation Committee does not exercise positive discretion in making compensation decisions under the STI Program or with respect to performance-based metrics under our LTI program
• changedWhat We Do üAt-risk compensationüMulti-year vesting and performance periodsüAnnual say-on-pay voteüYear-round stockholder engagementüIndependent compensation consultant retained by the Compensation CommitteeüAnnual comparator peer group reviewü“Double-trigger” change of control provisions in equity award agreementsüLimits on severance paymentsüClawback policies (including a misconduct policy that goes beyond Dodd-Frank requirements and covers time-based equity awards)üAssessment of NEO’s commitment to compliance as part of our compensation decision-making processüStock ownership requirementsüAnnual compensation risk assessmentWhat We Don't DoûNo repricing or replacing of underwater SSARs or stock optionsûNo hedging or pledging of Company securitiesûNo change-of-control tax gross-ups in executive employment agreementsûNo defined benefit pension plansûNo dividends paid out on unearned or unvested stock awards
• changedNotice of 2026 2025Annual Meeting and Proxy Statement36
• newAt our 2025 Annual Meeting, we received approximately 94% approval of the compensation program for our NEOs.
• newSince our 2025 Annual Meeting, and consistent with our stockholder engagement efforts in prior years, we reached out to stockholders representing 78% of shares outstanding and met with stockholders representing 59% of shares outstanding.1
• changedDuring these discussions, stockholders generally expressed satisfaction with our continued outreach executivecompensationprogramand year-round stockholder engagement program, as well as support for our supportedthecontinued "pay-for-performance" design of our executive compensation program.
• newFor additional detail on topics discussed during our recent stockholder engagements, see the "Ongoing Stockholder Engagement" Section above.
• changedWe have found this stockholder feedback (including the level of support of our compensation program) program(approximately95%)atthe2024AnnualMeeting)to be informative and have considered such feedback, along with a review of competitive practices and evolving business priorities, when making executive compensation decisions.
• changed1Calculations Calculationsrelating to all stockholder outreach statistics were performed using stockholders of DaVitaandshares of Common Stock outstanding as of September 30, 2025. 2024.
• newThe Compensation Committee determined that it was appropriate to increase the base salary for Mr. Ackerman in 2025 in order to acknowledge Mr. Ackerman's strong, continued performance and better align with market trends and the competitive market.
• newBase salaries for the NEOs as of December 31 of each year are reflected in the following table:
• newName2024 Base Salary2025 Base SalaryPercentage Increase in Base Salary in 2025Javier J.
• newRodriguez$1,500,000 $1,500,000 0%Joel Ackerman$800,000 $850,000 6%David P.
• newMaughan$725,000 $725,000 0%Kathleen A.
• newWaters$750,000 $750,000 0%James O.
• newHearty$600,000 $600,000 0%
• changedShort-Term Incentive Program for 2025 2024
• changedThe NEO participants in the 2025 2024STI Program had a target bonus approved by the Compensation Committee, and with respect to the CEO, ratified by the independent members of the Board.
• changedBased on a review of competitive market data, the Compensation Committee determined thatitwasappropriateto increase the target bonus opportunities for basesalariesofMessrs.
• newAckerman and Hearty from 2024 to 2025, in order to acknowledge their strong, continued performance as well as to align with our compensation strategy, market data, and/or internal pay considerations.
• changedName2025 Name2024Base Salary2025 Salary2024Target Incentive Opportunity2025 Opportunity2024Target Incentive Opportunity as a Percentage of Salary1Javier J.
• newRodriguez$1,500,000 $2,250,000 150%Joel Ackerman$850,000 $850,000 100%David P.
• newMaughan$725,000 $725,000 100%Kathleen A.
• newWaters$750,000 $700,000 93%James O.
• newHearty$600,000 $500,000 83%
• changed1The 1Thetarget incentive opportunities for the NEOs other than the CEO were approved by the Compensation Committee in terms of an absolute dollar opportunity and this column includes the percentage opportunity determined by dividing the target dollar value by the NEO’s base salary.
• changedNotice of 2026 2025Annual Meeting and Proxy Statement38
• changedThe following table summarizes the performance metrics, weightings, criteria ranges, performance-based eligibility ranges, actual performance and eligible payout percentages for the components of the 2025 2024STI Program:
• changed2025 2024STI Program Performance MetricsPerformance Metrics WeightingsCriteria RangePerformance Based Eligibility Range (%)Actual PerformanceEligible Payout Achieved (%)Financial: Adjusted Operating Income50.0%$1,972.5 Income150.0%$1,790million to $2,235 million($2,085 $2,052million($1,902million target)0%; target)20%;25% - 200%$2,094 million1105.9%Financial: 200%$2,053million2200.0%Financial:Adjusted Free Cash Flow20.0%$1,012.5 Flow120.0%$908million to $1,275 million($1,125 $1,171million($1,021million target)0%; target)20%;25% - 200% $1,024 million132.8%Strategic $1,220million2200.0%StrategicObjectives: Home modalities penetration (Q4 2025)7.5%14.875% 2024)7.5%15.40%to 15.75%(15.25% 16.75%(15.75%target)0%; 25% - 200%14.81%0%Strategic 200%15.63%276.0%StrategicObjectives: Comprehensive Kidney Care Contracting patient contact composite7.5%52.5.0% composite7.5%40.0%to 70.0%(60.0% 65.0%(60.0%target)0%; 25% - 200%56.90%69.0%Strategic 200%63.10%162.0%StrategicObjectives: Teammate engagement (average of 2025 2024survey results)3.0%76.0% to 84.0%(80.0% target)0%; 25% - 200%84.70%200.0%Strategic 200%83.97%199.3%StrategicObjectives: Water savings projects (millions of gallons)3.0%25 gallons)3.0%50to 50 100million gallons(35 gallons(75million gallons target)0%; 25% - 200%91 200%75million gallons200.0%Strategic gallons100.0%StrategicObjectives: Custom goals9.0%Varies objectives9.0%Variesby NEO0% - 200%Varies by NEOVaries by NEO2 NEO3
• changed2Actual 3Actualpayouts with respect to the custom goals objectivesvary by NEO, but are subject to a maximum payout of 200% of target.
• newSee "Strategic Objectives - Custom Strategic Goals" below for details.
• changedAdjusted Operating Income (weighted 50.0%) 50.0%)1
• changedThe 2025 initial2024target of $2,085 $1,900million was set at the midpoint of our initial guidance range for 2025 2024adjusted operating income ($2,010 ($1,825million – $2,160 $1,975million),1 and also above 2024 2023actual adjusted operating income ($1,981 million2) and performance income,includingactualachievementunder the 2024 2023STI program ($2,053 ($1,709million).
• changedThe 2025 initial2024target ($1,125 ($1,025million) was set at the midpoint of our initial free cash flow guidance for 2025 ($1,000 2024($900million - $1,250 $1,150million).1 The 2025 initial2024target was set below 2024 2023reported free cash flow ($1,162 ($1,236million2) primarily due to lower overall expectations for free cash flow in 2025 2024as compared to 2024 2023as a result of anticipated higher debt expense increasedcashcollectionsachievedin2023thatwererelatedtohistoricalclaims,and capital expenditures, among other items. whichwerenotexpectedtorepeatin2024.
• changed1 Initial guidance range as described above refers to selected 2025 2024guidance measures provided to stockholders on February 13, 2025 2024with our earnings results for the year ended December 31, 2024. 2023.
• changed2 Please see Annex A for a presentation of the most directly comparable GAAP financial measure and a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure.
• changedThe Compensation Committee established 2025 2024STI Program goals relating to home modalities penetration, Comprehensive Kidney Care Contracting ("CKCC") patient contact composite, teammate engagement scores, and water savings projects, which collectively constituted 21% of the total 2025 2024STI Program opportunity.
• changedHome •HomeModalities Penetration (weighted 7.5%)
• changed–An ◦Animportant element of our clinical strategic imperatives has been the education of our patients regarding their modality options, including home dialysis.
• changed–The ◦Thehome modalities penetration metric is calculated as the number of home treatments (peritoneal dialysis and home hemodialysis) in the fourth quarter of 2025 2024divided by the number of treatments of all non-acute dialysis modalities during the same time period, in each case, for the Company's U.S. dialysis operations including treatments at managed centers. segment.
• new–2025 target was set at 15.25%, which is above 2024 actual performance of 14.95%, and 38 basis points lower than the performance under the 2024 STI program (15.63%).
• newThis was determined to be an appropriate target based on the impacts from Hurricane Helene and anticipated incremental growth of home penetration year over year.
• changedCKCC •CKCCPatient Contact Composite (weighted 7.5%)
• changed–To ◦Toreflect the importance of IKC programs to our long-term growth, we include CKCC patient contact composite goals in our STI Program.
• changed–This ◦Thismetric is a blended metric based on a proprietary method of calculating the number of certain types of interactions between members of the IKC care management team and care partners, as applicable, with CKCC patients.
• new–The 2025 target was set at 60%, lower than achievement under the 2024 STI program (63.1%) to accommodate an update to the calculation methodology to align with an evolution in our practices.

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