Phyllis Yale
DAVITAAbout Phyllis R. Yale
Independent director at DaVita Inc. since 2016; Advisory Partner at Bain & Company with three decades of healthcare consulting experience spanning payors, providers, medtech, and private equity. Age 67; DVA committee roles include Chair of Nominating & Governance and member of Compliance & Quality. Current public board: Bristol‑Myers Squibb (since Nov 2019). Independence affirmed under NYSE standards; Board/committee attendance for incumbents was 97% in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Advisory Partner | Since Jul 2010; Partner 1987–2010 | Led healthcare practice; advised payors/providers, medtech, and PE investors |
| Blue Cross Blue Shield of Massachusetts | Chair of Board; Director | Chair 2014–2019; Director 2014–Dec 2024 | Oversight of large nonprofit health insurer governance |
| Kindred Healthcare, Inc. | Chair of Board | 2010–2018 | Led board during strategic changes/M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb Company | Director | Since Nov 2019 | Not disclosed in DVA proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Committees | Chair, Nominating & Governance; Member, Compliance & Quality |
| Independence | Independent under NYSE and Company Independence Standards |
| Attendance | Incumbent directors attended 97% of Board/committee meetings in 2024; Board met 5 times |
| Board effectiveness | Annual evaluations with questionnaires and biennial director interviews overseen by N&G Committee |
| Engagement | Independent directors led investor meetings representing 55% of shares outstanding in 2024–2025 cycle |
| Governance leadership | Independent Chair structure; robust committee charters; majority vote standard in uncontested elections |
| ESG oversight | N&G Committee oversees corporate governance, environmental and social responsibility |
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 175,000 |
| Stock Awards (DSIs, aggregate grant date fair value) | 199,708 |
| Total | 374,708 |
Policy reference points (for context): annual cash retainer $100,000; committee chair retainer $50,000; independent Board Chair retainer $175,000; meeting fees $2,500 for special Board/committee meetings; quarterly DSI equity grants sized at ~$50,000 per grant (four per year; ~ $200,000 annual equity).
Performance Compensation
Non‑employee directors do not receive performance‑based incentives (no PSUs/options); equity is delivered via quarterly direct stock issuance (DSIs) under the Director Compensation Policy.
Other Directorships & Interlocks
| Company | Relationship to DVA | Notes |
|---|---|---|
| Bristol‑Myers Squibb (BMY) | No commercial relationship disclosed | Yale’s BMY directorship disclosed; DVA’s independence review cited Cardinal and Labcorp relationships for other directors, not BMY/Bain/BCBS; no conflict disclosed for Yale. |
| Berkshire Hathaway | >5% holder; repurchase agreement | Audit Committee approved framework to keep Berkshire at 45% ownership; governance‑sensitive but not linked to Yale. |
Expertise & Qualifications
- Deep U.S. healthcare expertise across payors, providers, and medtech; extensive strategy/M&A experience from Bain leadership.
- Governance experience as prior Chair at BCBS Massachusetts and Kindred Healthcare.
- Human capital and compensation oversight via current N&G chair role.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 12,853 shares; <1% of outstanding |
| Ownership guidelines | Must exceed lesser of: 25% of total pretax equity award value realized to date above $100,000; or 5× annual Board cash retainer ($500,000 for 2024). All non‑employee directors were in compliance as of Dec 31, 2024. |
| Hedging/Pledging | Hedging prohibited for directors; pledging prohibited for directors and VP+ teammates. |
Insider Trades
| Date | Type | Note |
|---|---|---|
| Not disclosed | Form 4 (gift to Donor Advised Fund) | Inadvertently filed late due to administrative error (company’s Section 16(a) disclosure). |
Governance Assessment
- Committee influence and oversight: As Nominating & Governance Chair and Compliance & Quality member, Yale is positioned to drive board refreshment, independence reviews, ESG oversight, and clinical quality/compliance—key levers for risk management in a highly regulated provider business.
- Independence and engagement: Independence affirmed; strong board‑level attendance (97%) and active stockholder engagement program led by independent directors enhance investor confidence in oversight.
- Alignment: Director ownership policy and compliance indicate skin‑in‑the‑game; hedging/pledging prohibitions and trading pre‑clearance/blackouts further align director/shareholder interests.
- Pay structure: Mix of cash retainer plus quarterly DSIs (~$200k/year) is standard, with modest meeting fees; no options or performance awards—limits risk of misaligned short‑term incentives for directors.
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Yale, Bain, BMY, or BCBS; DVA disclosed governance‑sensitive Berkshire repurchase framework approved by the Audit Committee.
- RED FLAGS: One late Section 16(a) Form 4 for a gift (administrative error); otherwise no hedging/pledging, no option repricing, and committees empowered to retain independent advisors—low governance controversy profile.