Adam Schechter
DAVITAAbout Adam H. Schechter
Adam H. Schechter, 60, is an independent director of DaVita Inc. (DVA) since 2022 and currently serves on the Audit Committee and Compensation Committee. He is President, CEO and Chairman of Labcorp and previously served as Executive Vice President at Merck, including President of Merck’s Global Human Health Division; he also holds the NACD CERT Certificate in Cyber-Risk Oversight, strengthening the Board’s cybersecurity and risk oversight expertise . Eight of nine DVA director nominees are independent under NYSE standards; overall Board/Committee meeting attendance in 2024 was 97% across 26 meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Labcorp | Chairman of the Board; Director since 2013; President & CEO since Nov 2019 | 2013–present | Brings extensive healthcare operations and regulatory experience; current public company CEO |
| Merck & Co., Inc. | Executive Vice President; President, Global Human Health; Special Advisor to CEO | 2007–2019 | Led worldwide pharmaceutical and vaccine businesses; senior executive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Labcorp Holdings Inc. (NYSE: LH) | Chairman, President & CEO; Director | 2013–present | Active operating CEO; potential interlock reviewed by DVA Board for independence |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Schechter is independent; considered DVA’s limited, arm’s-length lab testing relationship with Labcorp and deemed it immaterial and pre-existing, not compromising independence . |
| Committee Assignments (2024) | Audit Committee (meetings in 2024: 8); Compensation Committee (meetings in 2024: 5) . |
| Attendance | Incumbent directors attended 97% of Board/Committee meetings in 2024; Board held 26 total meetings . |
| Leadership | Independent non-executive Chair (Pamela M. Arway) and regular executive sessions of independent directors; each committee has authority to retain independent advisors . |
| Cyber Oversight | Three directors (including Schechter) hold NACD CERT in Cyber-Risk Oversight; Audit Committee monitors privacy/data/cyber quarterly . |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash Retainers & Meeting Fees | $135,000 | Directors receive $100,000 annual cash retainer; meeting fees of $2,500 for special Board and committee meetings; committee chair retainers are separate (Schechter not a chair) . |
| Stock Awards (DSI, quarterly) | $199,708 | Direct stock issuance in four quarterly installments (approx. $50,000 per quarter) . |
| Total (2024) | $334,708 | Sum of cash plus DSIs . |
Performance Compensation
Directors do not receive performance-based equity (no PSUs/options); equity compensation is direct stock issuance (DSI) granted quarterly under the Director Compensation Policy . No director-specific performance metrics apply.
Other Directorships & Interlocks
- Labcorp Chairman/CEO; DVA obtains limited lab testing services from Labcorp. The Board concluded the relationship is arm’s-length, immaterial to both parties, predated Schechter’s consideration for DVA’s Board, and does not present a conflict or compromise independence .
- No Compensation Committee interlocks; all members are independent and no insider participation; DVA retains Compensia as independent compensation consultant .
Expertise & Qualifications
- Healthcare operations and regulatory expertise from Labcorp/Merck executive leadership .
- Cyber-risk oversight credential (NACD CERT), enhancing Board’s cybersecurity governance .
- Strategic, risk management, and human capital experience reflected in DVA’s director skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Adam H. Schechter | 3,982 | <1% | As of March 31, 2025; all non-employee directors compliant with share ownership policy . |
- Director Share Ownership Policy: Must exceed the lesser of (i) 25% of pretax equity award value realized (above $100k) and (ii) five times annual board cash retainer ($500k for 2024); all directors were in compliance as of Dec 31, 2024 .
- Hedging/Pledging: Company policy prohibits hedging for all directors and prohibits pledging by directors and VP-level teammates .
- Insider Filings: Section 16(a) compliance reported; two late filings noted for other individuals, none for Schechter .
Governance Assessment
- Committee Work and Effectiveness: Schechter sits on Audit and Compensation—two of the most critical oversight committees—supporting financial reporting, ERM, human capital, and pay governance. Audit met 8 times and Compensation 5 times in 2024; overall attendance was strong (97%) .
- Independence and Conflict Review: The Labcorp commercial relationship is disclosed, assessed as immaterial and arm’s-length, preserving independence—mitigates conflict risk but should be monitored for scope/scale changes (RED FLAG monitor) .
- Ownership Alignment: Quarterly DSI stock awards and compliance with ownership thresholds align director incentives with shareholders; hedging/pledging prohibitions further support alignment .
- Engagement and Board Quality: Independent Chair structure, regular executive sessions, and authority to retain independent advisors enhance board effectiveness; cyber-risk credentials add depth to oversight of privacy/data/cyber risks .
- Compensation Structure: Director pay is balanced between cash and stock; no performance equity or options reduce risk of short-termism; non-employee director program reviewed annually with independent consultant and investor feedback incorporated .
Overall signal: Low governance risk with a disclosed, assessed third-party relationship (Labcorp) and strong committee engagement. Key watchpoints are continued monitoring of any expansion in DVA–Labcorp dealings and time-commitment balance given Schechter’s operating CEO role, within DVA’s guideline cap of ≤4 other public boards and change-in-status review requirements .