Pamela Arway
DAVITAAbout Pamela M. Arway
Pamela M. Arway, 71, is DaVita’s Independent Chair of the Board (since June 2020) and has served as an independent director since 2009. She previously led American Express International’s Japan/Asia-Pacific/Australia region (2005–2008), and held senior roles including CEO of American Express Australia (2004–2005) and EVP Corporate Travel, North America (2000–2004). She sits on DaVita’s Compensation Committee and Nominating & Governance Committee and is Independent Chairperson of Iron Mountain’s Board; she served on Hershey’s Board through 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express International, Inc. | President, Japan/Asia-Pacific/Australia | 2005–2008 | Global operating leadership; marketing/finance/gov’t affairs experience |
| American Express Australia Ltd | Chief Executive Officer | 2004–2005 | Country CEO oversight |
| American Express Company | EVP, Corporate Travel, North America | 2000–2004 | Corporate travel leadership |
| American Express Company | Advisor to Chairman & CEO | Until Oct 2008 | Senior advisory capacity |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Iron Mountain Inc. (NYSE: IRM) | Director; Independent Chairperson | Director since Mar 2014; Independent Chair since 2022 | Enterprise information management |
| The Hershey Company (NYSE: HSY) | Director | 2010–2024 | Stepped down in 2024 |
Board Governance
- Independent status: The Board determined all nominees other than the CEO are independent under Company standards; Arway is Independent Chair .
- Committees: Member, Compensation Committee; Member, Nominating & Governance Committee .
- Leadership: As Independent Chair, Arway sets agendas, presides over executive sessions of independent directors, liaises with shareholders, and oversees committee function .
- Attendance: Incumbent directors attended 97% of Board/Committee meetings in 2024; Board met 5 times; total Board and Committee meetings 26 .
- Committee cadence 2024: Audit (8), Nominating & Governance (4), Compensation (5), Compliance & Quality (4) .
- Stockholder engagement: Independent directors including Arway engaged with holders representing ~55% of shares since the 2024 meeting .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board Cash Retainer | $100,000 | $100,000 | Paid quarterly in arrears |
| Independent Chair Cash Retainer | $175,000 | $175,000 | Paid quarterly in arrears |
| Committee Chair Retainer | $50,000 per chair (not applicable to Arway in 2024) | $50,000 per chair (not applicable to Arway in 2024) | N&G, Audit, Comp, C&Q chairs only |
| Special Board/Committee Meeting Fee | $2,500 per qualifying meeting | $2,500 per qualifying meeting | Telephonic special meetings minimum ~1 hour |
| Total Cash Fees (Arway) | $297,500 | $300,000 | Includes retainer(s) + meeting fees |
| Equity Grants (DSIs, fair value) | $199,959 | $199,708 | Four quarterly DSIs |
Performance Compensation
Directors do not receive performance-based awards at DaVita; equity is delivered as Direct Stock Issuances (DSIs) on fixed quarterly schedules, not tied to performance metrics. No options or PSUs are granted to non-employee directors; as of Dec 31, 2024, no non-employee director had outstanding equity awards beyond DSIs .
| Equity Grant Schedule (DSIs) | Grant value per installment | 2024 Grant Dates |
|---|---|---|
| Quarterly DSIs (per policy) | $50,000 each installment (shares = $50k ÷ closing price) | Mar 15, May 15, Aug 15, Nov 15 |
Other Directorships & Interlocks
| External Board | Role | Potential Interlock/Conflict with DVA |
|---|---|---|
| Iron Mountain Inc. | Independent Chair | No related-party or commercial relationship disclosed by DaVita; Board independence affirmed for all nominees except CEO . |
| The Hershey Company | Former Director (ended 2024) | Consumer products, no overlap with DVA’s suppliers/customers disclosed . |
The Board explicitly assessed commercial ties with Cardinal Health and Labcorp (other directors) and found them immaterial and non-conflicting; no concerns cited for Arway’s affiliations .
Expertise & Qualifications
- Strategic/M&A; Risk Management; Finance/Capital Management/Accounting; Human Capital/Compensation per Board skills matrix; Female; Caucasian .
- Global operating executive experience (marketing, international business, finance, government affairs) .
- Independent Chair responsibilities and shareholder engagement experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Pamela M. Arway | 25,235 | <1% (asterisked in proxy) |
- Director Share Ownership Policy: Must exceed lesser of (i) 25% of total pretax equity award value realized since subject to policy above $100k, and (ii) 5× annual Board cash retainer ($500,000) .
- Compliance: As of Dec 31, 2024, all non-employee directors were in compliance with ownership thresholds .
- Hedging/Pledging: Prohibited for directors; transactions require pre-clearance and are subject to trading blackouts .
Governance Assessment
- Strengths: Independent Chair since 2020 with defined oversight responsibilities ; Board/committee attendance robust (97%) ; clear ownership alignment with policy compliance ; transparent director pay structure (cash retainers, meeting fees, quarterly DSIs) ; active, independent-led shareholder engagement .
- Potential Risk Indicators: Time commitments managed under guideline limiting directors to ≤4 other public company boards; Arway holds one (IRM), within policy . No related-party transactions or conflicts disclosed for Arway; Board’s independence determinations did not flag her affiliations .
- Signals for investors: Stable governance with independent chair, annual evaluations, and strong risk oversight across committees; director equity is time-based without performance tailwind, aligning but not amplifying pay-for-performance at the director level .
Appendix: Director Compensation YoY (Arway)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $297,500 | $300,000 |
| Stock Awards ($, DSIs) | $199,959 | $199,708 |
| Total ($) | $497,459 | $499,708 |