Wendy Schoppert
DAVITAAbout Wendy L. Schoppert
Wendy L. Schoppert (age 58) is an independent director of DaVita Inc. since 2023. She serves on the Audit Committee (qualifying as an “audit committee financial expert”) and the Compensation Committee, and is also listed as a member of the Compliance and Quality Committee. Her background spans finance leadership, information technology, marketing, and operations, with a NACD CERT Certificate in Cyber-Risk Oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sleep Number Corporation | EVP & Chief Financial Officer | 2011–2014 | Led finance for smart bed and wellness technology company |
| Sleep Number Corporation | SVP & Chief Information Officer | 2008–2011 | Oversaw IT; digital/technology background |
| Sleep Number Corporation | SVP, International & New Channel Development | 2005–2008 | Growth and new channel leadership |
| U.S. Bank | Led Private Asset Management; Head of Product, Marketing & Corp Dev (Asset Mgmt) | Prior to Sleep Number | Finance and asset management leadership |
| American Airlines; Northwest Airlines; America West Airlines | Financial, strategic and general management roles | Early career | Transportation industry operating and financial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The ODP Corporation (NASDAQ: ODP) | Director; non-executive Chair | Director since Jul 2020; Chair since Jun 2024 | Office Depot/OfficeMax parent; non-executive chair responsibilities |
| Big Lots, Inc. | Director | 2015–2025 | Discount home retailer; board service concluded in 2025 |
| The Hershey Company | Director | 2017–2023 | Confectionery and snacks; prior board service |
| Women Corporate Directors – Minnesota Chapter | Co-chair | Prior | Governance network leadership |
| NACD | CERT Certificate in Cyber-Risk Oversight | Earned | Cyber oversight credential |
Board Governance
- Independence and roles: Schoppert is independent under NYSE standards; sits on Audit, Compensation, and Compliance & Quality Committees; and is an “audit committee financial expert” per SEC rules.
- Board engagement: Incumbent directors had 97% attendance across 26 total Board and Committee meetings in 2024; Board met five times. The Audit Committee met eight times; Compensation five; Compliance & Quality four.
- Leadership structure: Independent Board Chair (Pamela M. Arway) with regular executive sessions and robust independent oversight.
- Skills matrix: Schoppert’s competencies include Finance/Capital Management/Accounting, Technology/Digital/Cyber, and Human Capital Management/Comp.
| Governance Element | 2024/Current | Notes |
|---|---|---|
| Independence status | Independent | 8 of 9 nominees independent |
| Audit Committee | Member; Financial Expert | 8 meetings in 2024 |
| Compensation Committee | Member | 5 meetings in 2024 |
| Compliance & Quality Committee | Member | 4 meetings in 2024 |
| Board attendance (overall) | 97% | Across 26 Board/Committee meetings |
| Board meetings | 5 | 2024 |
| Stockholder engagement | Reached out to 79% of shares; engaged 55%; independent directors led 55% | 2024–2025 program |
Fixed Compensation
| Component | Amount/Structure | 2024 Schoppert Actual |
|---|---|---|
| Annual cash retainer | $100,000 paid quarterly | Included in fees |
| Committee chair cash retainer | $50,000 per chair role | Not applicable (not a chair) |
| Independent Chair cash retainer | $175,000 | Not applicable |
| Meeting fees – special Board | $2,500 per meeting (telephonic ≥~1 hour) | Included in fees |
| Meeting fees – committee | $2,500 per committee meeting | Included in fees |
| Equity – DSIs | Quarterly DSIs each equal to $50,000/closing price (Mar 15, May 15, Aug 15, Nov 15) | $199,708 grant-date fair value |
| 2024 Director Compensation (DaVita) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Wendy L. Schoppert | $135,000 | $199,708 | $334,708 |
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Financial/operational targets (e.g., revenue, EPS, TSR) | No | Non-employee director equity is time-based DSIs granted quarterly; no performance conditions disclosed |
| Discretionary performance bonuses | No | Director compensation policy does not include performance bonuses |
No performance-linked metrics are disclosed for non-employee director compensation; director equity consists of quarterly time-based DSIs aligned with market practice.
Other Directorships & Interlocks
- Current public board: The ODP Corporation; non-executive Chair since June 2024. No disclosed related-party transactions between ODP and DaVita.
- Prior boards: Hershey (2017–2023); Big Lots (2015–2025).
- Director commitments policy: DaVita guidelines cap service at not more than four other public company boards and require prior notice to evaluate potential conflicts/time commitments; Schoppert’s commitments appear within policy limits.
Expertise & Qualifications
- Finance and accounting leadership; audit committee financial expert designation enhances financial oversight.
- Technology/digital/cybersecurity expertise; NACD CERT credential; skills matrix highlights Tech/Digital/Cyber competence.
- Human capital/compensation oversight experience.
- Multi-sector perspective (consumer, transportation, retail) relevant to risk and operations.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,177 shares of DaVita common stock; <1% of outstanding shares |
| Outstanding equity awards | None outstanding for non-employee directors as of Dec 31, 2024 |
| Director ownership guidelines | Must exceed lesser of: 25% of pretax equity award value realized (above $100k) OR 5x annual cash retainer ($500k for 2024) |
| Compliance with guidelines | All non-employee directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Hedging prohibited; pledging prohibited for directors |
Governance Assessment
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Strengths:
- Independent director with audit financial expert status and cyber oversight credential, enhancing risk, financial reporting, and cybersecurity oversight.
- Active committee participation (Audit, Compensation, Compliance & Quality) and strong overall Board/Committee attendance culture (97%).
- Director compensation structure is balanced (cash retainer plus quarterly equity) with clear guidelines and no performance-linked short-term incentives; ownership policy enforces alignment and compliance.
- Robust clawback and insider trading policies extend to Board members; hedging/pledging restrictions reduce misalignment risks.
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Potential risks/considerations:
- Multiple outside board roles require time-management; DaVita’s policy mandates Board review and caps additional public boards, mitigating overboarding risk.
- Related-person transactions oversight: Audit Committee (of which she is a member) reviews/approves such matters; notable Berkshire repurchase agreement was approved under policy—no indication of Schoppert-specific conflicts.
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Bottom line:
- Current disclosures indicate solid independence, skills fit (finance, cyber), and alignment mechanisms; no red flags disclosed regarding attendance, related-party exposure, or pay anomalies for Schoppert.