Jason Hollar
DAVITAAbout Jason M. Hollar
Independent director since 2022; age 52. Hollar is Chief Executive Officer and a director of Cardinal Health, and serves as DaVita’s Audit Committee Chair and an audit committee financial expert, bringing deep CFO/CEO experience across healthcare, manufacturing, and retail finance functions . The Board affirmed his independence, explicitly considering DaVita’s ordinary-course supply relationship with Cardinal Health and concluding the amounts were immaterial and did not compromise his independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Chief Executive Officer; Director | Sep 2022–present | Enterprise leadership; governance at Cardinal |
| Cardinal Health, Inc. | Chief Financial Officer | May 2020–Sep 2022 | Led finance strategy, capital deployment, IR, reporting |
| Tenneco Inc. | EVP & Chief Financial Officer | Jun 2018–Apr 2020 | Finance planning, accounting, treasury, IR |
| Tenneco Inc. | SVP, Finance | Jun 2017–Jun 2018 | Senior finance leadership |
| Sears Holdings Corporation | Chief Financial Officer | Oct 2016–Jun 2017 | Retail finance leadership; Sears filed Chapter 11 in Oct 2018 (association risk context) |
| Sears Holdings Corporation | SVP, Finance | Oct 2014–Oct 2016 | Senior finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cardinal Health, Inc. (NYSE: CAH) | CEO and Director | Sep 2022–present | Supplier relationship to DaVita evaluated by DVA Board; independence maintained |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Board determined Hollar (and all nominees other than CEO) are independent under Company Independence Standards; considered Cardinal Health and Labcorp commercial relationships and deemed amounts immaterial, arm’s-length, predated their consideration for DVA Board, and well below NYSE thresholds . |
| Committees | Audit Committee (Chair; financially literate; audit committee financial expert); Compensation Committee members are independent (not Hollar); Compliance & Quality Committee members are independent . |
| Audit Committee cadence | 8 meetings in 2024; oversees financial reporting, ICFR, auditor independence, ERM (including privacy/data/cyber risks), disclosure controls for cybersecurity incidents; prepares audit report; reviews related-party transactions . |
| Board attendance | Incumbent directors attended 97% of Board and Committee meetings in 2024; Board held 5 meetings, with 26 total Board and Committee meetings . |
| Leadership & executive sessions | Independent Chair (Pamela Arway) presides over executive sessions of independent directors and oversees committee function and agendas . |
| Director commitments policy | Directors may not serve on more than four other public company boards; changes in status require prompt notice and potential resignation consideration . |
| Shareholder engagement | Post–2024 meeting, DVA engaged holders of ~55% of shares; independent directors led meetings with holders of ~55% of shares . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $172,500 | Includes annual cash retainer and meeting/committee chair fees per policy . |
| Stock Awards (DSIs) | $199,708 | Quarterly DSIs; grant date fair value under ASC 718 . |
| Total | $372,208 | — |
Director compensation policy structure:
- Annual cash retainer: $100,000; paid quarterly (prorated for partial service) .
- Committee chair retainer: $50,000 (Audit, Compensation, Compliance & Quality, Nominating & Governance); paid quarterly; prorated as applicable .
- Independent Chair additional retainer: $175,000; paid quarterly .
- Meeting fees: $2,500 per special Board meeting; $2,500 per committee meeting; telephonic meetings must meet duration threshold; additional $2,500 for Audit meetings tied to quarterly earnings releases .
- Equity: Quarterly DSIs in four equal installments; each installment equals $50,000 divided by closing price on grant date; prorated for partial service .
- Per diem: Allowed for significant work outside normal meetings at reasonable rates authorized by Independent Chair/Board/Comp Committee .
Mix implication: 2024 compensation skewed modestly toward equity (stock $199.7k vs cash $172.5k), aligning with shareholder interests while preserving cash oversight signals .
Performance Compensation (Director)
No performance-linked director equity (e.g., PSUs/options) disclosed for non-employee directors; DSIs are granted quarterly per policy without performance conditions .
Other Directorships & Interlocks
| Company | Relationship to DVA | Interlock/Transaction | Board Conclusion |
|---|---|---|---|
| Cardinal Health, Inc. (CAH) | Supplier of clinical supplies | Hollar is CAH CEO/director; DVA purchases certain supplies from CAH | Ordinary course, arm’s-length; relationship predated Hollar’s DVA Board service; immaterial to both firms; independence not compromised . |
Related-person transactions oversight: Audit Committee pre-approves and reviews related-person transactions per policy; evaluates size, terms, ordinary-course nature, third-party comparables, and conflicts .
Expertise & Qualifications
- Finance/Capital Management/Accounting depth; former CFO at Cardinal and Tenneco; audit committee financial expert at DVA .
- Risk management oversight through Audit Committee, including privacy/data/cybersecurity aligned with NIST CSF; quarterly reporting cadence to Audit Committee .
- Sector experience across healthcare services with supplier perspective beneficial to DVA’s procurement and compliance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Jason M. Hollar | 4,895 | <1% | March 31, 2025 |
- Non-employee director ownership policy: Must exceed the lesser of (a) 25% of pretax equity award value realized (over $100k threshold), and (b) 5× the annual Board cash retainer ($500,000 for 2024); all non-employee directors were in compliance as of Dec 31, 2024 .
- Hedging and pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
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Strengths
- Independence upheld despite supplier interlock; Board’s documented review mitigates conflict risk (ordinary-course, immaterial, arm’s-length; predates service) .
- Robust audit oversight under Hollar’s chairship with 8 meetings and explicit ERM, cybersecurity, disclosure controls, and related-party review responsibilities; Hollar designated audit committee financial expert .
- Director pay structure balanced: fixed cash (retainers/fees) plus equity DSIs, quarterly cadence; avoids option repricing; prohibits hedging/pledging; strong ownership alignment via director ownership thresholds .
- Shareholder responsiveness: high say-on-pay support (~95%) and sustained engagement with independent director involvement .
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Watch items / RED FLAGS to monitor
- Supplier interlock: Hollar is CEO of Cardinal Health, a vendor to DVA—continue monitoring transaction materiality, pricing terms, and any changes in scope; ensure recusal from specific related-party approvals if applicable (Board policy routes related-party approvals through Audit Committee and disinterested directors) .
- Prior association with a company that entered bankruptcy (Sears) is a contextual risk indicator; not a disqualifier but relevant for diligence in risk oversight .
- Time commitments: DVA Guidelines cap other public boards at ≤4; Hollar is CEO and director at CAH—ongoing review of workload/attendance remains prudent; Board-wide attendance in 2024 was 97% .
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Policy safeguards
- Clawbacks: Dodd-Frank–aligned recoupment for accounting restatements (three-year lookback) plus separate “significant misconduct” policy that can recover up to three years of incentive compensation and equity from executives and, in defined circumstances, Board members .
- Meeting structure and independent leadership with routine executive sessions supports candid oversight .