Barbara Desoer
DAVITAAbout Barbara J. Desoer
Barbara J. Desoer, 72, is an independent director of DaVita Inc. (DVA) since 2015 and currently serves as Chair of the Compensation Committee and a member of the Audit Committee; she is the former CEO of Citibank, N.A. (2014–2019) and previously spent 35 years at Bank of America leading home loans and global technology/operations . The Board has determined she is independent under NYSE and Company independence standards . Board effectiveness indicators include 97% attendance by incumbent directors across 26 Board/Committee meetings in 2024; the Board met five times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citibank, N.A. | CEO & Director | Apr 2014 – Apr 2019 | Led a major regulated banking subsidiary; governance, audit, and compliance expertise |
| Citibank, N.A. | COO | Oct 2013 – Apr 2014 | Operational oversight in a regulated institution |
| Bank of America Home Loans | President | Prior to 2014 | Led the integration of Countrywide, the largest U.S. mortgage originator/servicer |
| Bank of America | Global Technology & Operations Executive; President, Consumer Products; International market-focused leader | Prior roles within 35-year tenure | Led teams in the UK, Asia, and Latin America; deep regulated-business operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citigroup Inc. (NYSE: C) | Director; Chair of Citibank, N.A. | Since Apr 2019 | Large global financial services; relevant governance/audit/compensation expertise |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member) .
- Committee activity: Audit Committee met 8 times in 2024; Compensation Committee met 5 times in 2024 .
- Independence: Independent under NYSE and Company standards; no independence issues identified for Desoer .
- Board attendance: Incumbent directors attended 97% of meetings; Board met five times in 2024 .
- Engagement: Independent directors (including committee chairs) led investor meetings with holders representing ~55% of shares; engagement topics included Board effectiveness and executive pay .
- Leadership: Independent Chair (Pamela M. Arway) presides at regularly held executive sessions of independent directors .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 185,000 | Comprised of annual cash retainer plus applicable chair/meeting fees under policy |
| Stock Awards (DSIs) | 199,708 | Quarterly direct stock issuance (DSI) grants of $50,000 per quarter, prorated as applicable |
| Total | 384,708 | Aggregate 2024 director compensation |
Director Compensation Policy (structure):
- Annual cash retainer: $100,000 .
- Committee chair retainer: $50,000 (Audit, Compensation, Compliance & Quality, Nominating & Governance) .
- Independent Chair retainer: $175,000 .
- Equity: DSIs granted quarterly; each grant determined by $50,000 divided by closing price on grant date; no outstanding equity awards for non-employee directors as of Dec 31, 2024 .
- Meeting fees: $2,500 per special Board meeting; $2,500 per committee meeting; same $2,500 for Audit meetings tied to quarterly earnings .
- Per diem compensation and expense reimbursement available for significant time outside meetings and travel .
Performance Compensation
- Non-employee directors do not receive performance-based equity (e.g., PSUs) or options; DSIs are direct stock issuances, and as of Dec 31, 2024, no non-employee director had outstanding equity awards .
- Performance metrics (Adjusted EPS, TSR, etc.) apply to executive LTI programs, not to director pay; no director-specific performance metrics disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock / Conflict |
|---|---|---|
| Citigroup Inc. | Director; Chair of Citibank, N.A. | No DVA-related party transactions disclosed with Citigroup; independence affirmed for director nominees (non-CEO) |
| Compensation Committee Interlocks | — | No interlocks; no executives served on other companies where reciprocal committee/board ties existed in 2024 |
Expertise & Qualifications
- Deep governance, executive compensation, compliance, and audit experience from leading regulated financial institutions (Citibank, Bank of America) .
- Skills matrix highlights strengths in finance/capital management, risk management, technology/digital transformation, and human capital/compensation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 12,311 | Direct/indirect ownership; less than 1% of outstanding shares |
| Ownership guidelines | Lesser of 5x annual Board cash retainer ($500,000) or 25% of realized equity award value over $100,000 | All non-employee directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Supports alignment; risk-mitigating governance policy |
| Outstanding equity awards | None (as of Dec 31, 2024) for non-employee directors | Indicates DSIs are issued stock, not unvested awards |
Say-on-Pay & Shareholder Feedback
- Advisory “say-on-pay” approval: 2024 support ~95% of votes cast (proxy disclosure) .
- Investor engagement: Reached out to holders representing 79% of shares; engaged with ~55%; independent directors led meetings .
Say-on-Pay voting results
| Year | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| 2025 | 59,322,425 | 3,527,754 | 264,572 | 6,433,536 |
| 2024 | 67,973,191 | 3,733,987 | 70,433 | 6,955,560 |
Director election votes for Barbara J. Desoer
| Year | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| 2025 | 62,068,583 | 1,022,592 | 23,576 | 6,433,536 |
| 2024 | 70,902,515 | 847,851 | 27,245 | 6,955,560 |
Governance Assessment
- Board effectiveness: High overall attendance (97%) and clear committee oversight; Desoer’s chair role on Compensation and membership on Audit reinforce pay-for-performance discipline and financial oversight .
- Independence and alignment: Independence affirmed; share ownership policy compliance and hedging/pledging prohibitions support investor alignment .
- Compensation design for directors: Cash retainer plus quarterly stock (DSIs) simplifies alignment; no options or performance equity for directors; per diem usage governed and disclosed .
- Engagement and signal quality: Strong say-on-pay support and robust investor engagement, with independent directors—including the Compensation Chair—leading discussions on pay and governance .
- Conflicts/related-party exposure: Company disclosed a structured repurchase agreement with Berkshire Hathaway (45.5% beneficial owner) managed via Audit Committee oversight; no Desoer-specific related-party transactions disclosed .
- RED FLAGS: None identified specific to Desoer (no pledging, no related-party transactions disclosed, independence affirmed). Structural consideration: Berkshire’s large stake and repurchase mechanism warrant ongoing governance monitoring, though not directly tied to Desoer .
Overall, Barbara Desoer’s profile reflects robust governance credentials in regulated industries, active committee leadership on compensation, independence, and ownership alignment—all supportive of investor confidence in DVA’s board oversight .