Javier Rodriguez
DAVITAAbout Javier Rodriguez
Javier J. Rodriguez, 54, has served as DaVita Inc.’s CEO since June 2019 and as a director since 2019; he joined the company in 1998 after an earlier role in finance at Baxter Healthcare (1995–1996) . Under his leadership in 2024, operating income grew 30% (adjusted operating income +21%), diluted EPS rose 45% (adjusted diluted EPS +26%), and stock price appreciated 43%, while free cash flow reached $1,162M . Rodriguez’s pay program emphasizes pay-for-performance with high variable equity (PSUs tied to Adjusted EPS and relative TSR) and formulaic short-term incentives aligned to operating and free cash flow outcomes and strategic ESG/operational objectives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DaVita Inc. | Chief Executive Officer | 2019–present | Led financial and operating improvement; 2024 operating income +30%, adjusted operating income +21%, diluted EPS +45%, FCF $1,162M; 43% stock price appreciation |
| DaVita Kidney Care | CEO | 2014–2019 | Drove division performance and integrated care capabilities; prepared transition to enterprise CEO |
| DaVita Inc. | President | 2012–2014 | Enterprise leadership expansion ahead of CEO role |
| DaVita Inc. | SVP | 2006–2012 | Led operations and payor contracting functions |
| DaVita Inc. | VP, Operations & Payor Contracting | 2000–2006 | Built payer relationships and operational scale |
| DaVita Inc. | Director of Value Management | 1998 | Entry role focused on performance/value initiatives |
| Baxter Healthcare | Finance | 1995–1996 | Financial experience prior to DaVita |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gilead Sciences, Inc. | Director | 2020–present | Public company director; adds biopharma perspective |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,200,000 | $1,407,692 | $1,500,000 |
| Target annual bonus | $1,800,000 (150% of salary) | — | $2,250,000 (150% of salary) |
| Non‑equity incentive payout | $1,173,805 | $4,208,063 | $4,118,119 |
| Other compensation (perqs, retirement) | $610,776 | $1,096,573 | $339,537 |
| Total compensation | $2,984,581 | $6,712,328 | $21,807,489 |
Notes: 2024 “All Other” includes aircraft personal use and CEO security setup costs, plus standard benefits .
Performance Compensation
2024 Short-Term Incentive Program (STI)
| Metric | Weight | Target | Actual | Payout (%) | Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income | 50.0% | $1,902M | $2,053M | 200.0% | Target set at midpoint of initial guidance; pre‑established adjustments applied |
| Adjusted Free Cash Flow | 20.0% | $1,021M | $1,220M | 200.0% | Adjusted for Change Healthcare incident; payout capped at max |
| Home modalities penetration (Q4) | 7.5% | 15.75% | 15.63% | 76.0% | Force‑majeure adjustment for PD supply disruption |
| CKCC patient contact composite | 7.5% | 60.0% | 63.10% | 162.0% | Integrated Kidney Care engagement |
| Teammate engagement | 3.0% | 80.0% | 83.97% | 199.3% | Upper‑quartile benchmark targeting |
| Water savings projects | 3.0% | 75M gallons | 75M gallons | 100.0% | Environmental goal |
| CEO custom objectives | 9.0% | Qualitative | CEO eval: scale IKC, intl growth, digital, policy readiness | 180.0% | Board‑evaluated |
| Total weighted payout | — | — | — | 183.0% | CEO overall STI payout result |
STI payout for Rodriguez in 2024: $4,118,119 .
Long-Term Incentive (LTI) design
- NEO program (March 2024): 60% PSUs; 40% RSUs. PSUs: 75% Adjusted EPS (3-year cumulative), 25% relative TSR vs S&P Health Care Services Select Industry Index; vest 100% Mar 15, 2027. RSUs vest 50% on Mar 15, 2027 and 50% on Mar 15, 2028 .
- CEO 2024 Grant (Nov 15, 2024): 60% PSUs; 40% RSUs to re-align with annual cycles; PSUs measured 2025–2026 cumulative Adjusted EPS and relative TSR; vest Nov 15, 2027; RSUs vest ratably over three years .
2024 CEO Grant detail (Nov 15, 2024)
| Award | Shares (Threshold/Target/Max) | Performance criteria | Vest date | Grant date fair value |
|---|---|---|---|---|
| PSUs | 14,033 / 56,134 / 112,268 | Adjusted EPS target $22.04 (range $20.46–$23.39; 75% weight); relative TSR vs S&P Health Care Services Select Industry Index; target 55th percentile (25% weight) | Nov 15, 2027 | $9,849,803 |
| RSUs | 37,423 | Time‑based (ratable over 3 years) | Nov 15, 2025/2026/2027 | $6,000,030 |
PSU outcomes (context)
PSUs granted to NEOs in 2021 and 2022 had mixed payouts; 2024 Adjusted EPS components paid at 74% (2021 PSUs) and 69% (2022 PSUs), while relative TSR legs paid 70%–149% depending on cohort .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 837,835 shares; 1.1% of outstanding as of Mar 31, 2025 |
| Stock ownership guidelines | CEO 6x base salary; Rodriguez in compliance as of Dec 31, 2024 |
| Hedging/pledging | Hedging prohibited; pledging prohibited for directors and execs per Insider Trading Policy |
| Vested vs unvested (as of Dec 31, 2024) | RSUs: 37,423 unvested (market value $5,596,610) ; CEO PSUs: 56,134 target unearned (market value $8,394,840), vest 100% Nov 15, 2027 subject to performance |
| 2024 equity activity | Rodriguez exercised 1,018,046 SSARs; value realized $142,262,000; no stock awards vested in 2024 for CEO |
| Ownership concentration (context) | Berkshire Hathaway beneficially owned ~45.5% of DVA shares; a repurchase agreement keeps Berkshire at 45.0% via periodic buybacks |
Note: Insider trading policy requires pre‑clearance and imposed trading blackouts; hedging and pledging are restricted .
Employment Terms
| Topic | Key provisions |
|---|---|
| Employment agreement (CEO) | Severance multiple 2x (3x within two years post‑change‑of‑control) of salary + average prior two years’ bonus; pro‑rated current year bonus; continued health benefits for Severance Multiple years; office and assistant for Severance Multiple years; forfeiture/recoupment for violations of non‑compete, non‑solicit, non‑disparagement, confidentiality |
| Change‑of‑control equity | Double‑trigger acceleration if awards not assumed or within 24 months of CoC if terminated without cause/good reason; PSUs convert to relative TSR measurement upon CoC for incomplete performance periods |
| Tax gross‑ups | No golden parachute excise tax gross‑ups; best‑net or cutback under 280G for CEO |
| Non‑compete/non‑solicit | Non‑solicit two years post termination for NEOs; CEO subject to non‑compete/non‑solicit/confidentiality covenants (duration not explicitly disclosed) |
| Rule of 65 retirement equity treatment | Age ≥55 and ≥5 years service; if age+service ≥65, SSARs, RSUs continue vesting per schedule; PSUs eligible based on actual performance |
Potential payments (illustrative, as of Dec 31, 2024)
| Scenario | Salary | Bonus | Health | Office/Assistant | Equity value | Total |
|---|---|---|---|---|---|---|
| Involuntary termination without cause (CEO) | $8,381,868 | $4,118,119 | $51,978 | $257,414 | — | $12,809,379 |
| After change‑of‑control (CEO) | $12,572,802 | $4,118,119 | $77,967 | $386,121 | $13,991,450 | $31,146,459 |
Board Governance
- Director since 2019; not independent (as CEO). Board has an independent Chair (Pamela M. Arway) and all committees chaired by independent directors .
- Committee roles: Rodriguez is not listed as serving on audit/compensation/nominating/compliance committees, consistent with typical CEO-director role .
- Board structure and oversight: Majority independent (8 of 9 nominees), independent chair, majority vote standard in uncontested elections; 97% attendance across board/committees in 2024; 26 total meetings .
- Dual-role implications: Separation of CEO and Chair mitigates governance/independence concerns; compensation decisions for CEO set by Compensation Committee and ratified by independent directors, enhancing pay governance .
Director Compensation (context)
Rodriguez receives no additional compensation for board service as a management director .
Compensation Peer Group and Say‑on‑Pay
- Peer group used for pay benchmarking includes: Avantor, Baxter, Centene, Dentsply Sirona, Encompass Health, HCA Healthcare, Henry Schein, Hologic, IQVIA, Labcorp, Molina Healthcare, Quest Diagnostics, Revvity, Select Medical, Tenet, Universal Health Services, Zimmer Biomet .
- Say‑on‑pay support: ~95% approval at 2024 annual meeting; continued engagement with stockholders .
Compensation Policy Safeguards
- Clawbacks: Dodd‑Frank compliant 3-year accounting restatement clawback; additional misconduct recoupment (up to 3 years of incentive comp), covering time‑based equity and performance awards .
- Risk management: Annual compensation risk assessment; no repricing of underwater awards; severance capped; equity with meaningful vesting and holding requirements .
Investment Implications
- Strong pay-for-performance alignment: 2024 STI paid at 183% driven by outperformance on operating and FCF metrics; LTI metrics emphasize multi‑year Adjusted EPS and relative TSR with rigorous targets .
- Near‑term supply/demand for shares: The expiration of the CEO’s 2019 premium‑priced SSAR holding period (Nov 4, 2024) and large 2024 SSAR exercises (1,018,046 shares’ appreciation realized) suggest potential liquidity events; however, hedging/pledging are prohibited and specific dispositions should be monitored via Form 4 filings .
- Upcoming vesting/catalysts: CEO PSUs and RSUs from Nov 2024 grant vest in Nov 2027, contingent on performance; sustained EPS and TSR performance will be pivotal .
- Governance stability: Independent Chair and strong committee oversight mitigate dual‑role risks; high say‑on‑pay approval indicates investor support for pay program changes (transition back to annual LTI grants) .
- Concentrated ownership: Berkshire’s ~45.5% stake and repurchase agreement to maintain 45.0% can influence capital allocation and float dynamics; monitor buyback cadence and governance contours .
Appendix Tables
2024 CEO Equity Awards Outstanding (as of Dec 31, 2024)
| Award type | Unvested shares | Market value | Vesting note |
|---|---|---|---|
| RSUs (Nov 15, 2024) | 37,423 | $5,596,610 | Ratable vest through Nov 15, 2027 |
| PSUs (Nov 15, 2024) | 56,134 (target) | $8,394,840 | Performance period 2025–2026; vest Nov 15, 2027 |
Security Ownership (Selected)
| Holder | Shares | Percent |
|---|---|---|
| Javier J. Rodriguez | 837,835 | 1.1% |
| Berkshire Hathaway (Warren E. Buffett) | 35,142,479 | 45.5% |
Pay vs Performance (selected indicators)
| Year | CEO SCT total | CEO CAP | TSR index | Adjusted EPS |
|---|---|---|---|---|
| 2024 | $21,807,489 | $20,569,084 | 199.32 | 10.69 |
| 2023 | $6,712,328 | $4,811,039 | 139.62 | 8.19 |
Notes on Data Sources
All figures, dates, and terms are sourced from DaVita’s 2025 and 2023 proxy statements (DEF 14A) and related filings as cited.