Tenet Healthcare Corp DEF 14A, filed Apr 11, 2025
Tenet Healthcare Corp (THC)
About this DEF 14A
Tenet Healthcare Corp filed this DEF 14A on April 11, 2025.
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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MISSION
Our mission is to provide
quality, compassionate care
in the communities we serve.
VISION
Our Vision is to consistently
deliver the right care, in
the right place, at the right
time and to be a premier
organization, where patient
care and saving lives remain
our focus. Our vision reflects
our aspirations for the future
and the goals we work
toward — together.
We are better together.
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Dear Fellow Shareholders,
Tenet produced outstanding financial and operational performance throughout 2024, further building on our momentum coming out of the pandemic and growing long-term value for our shareholders. We transformed our portfolio, increased access to specialty care and maintained our commitment to compliance, quality, and safety.
Throughout 2024, Tenet consistently surpassed our performance targets – both in our operations and in our transactions. Our focused strategy, disciplined operating model and continued demand for high-quality services drives our success. As a result, we meaningfully improved the balance sheet by reducing our leverage.
This past year was transformational. The highlights below reflect our team’s commitment to excellence. I would like to extend my appreciation to all our physicians, caregivers, and staff for their steadfast dedication.
Transforming Our Portfolio
We continued to improve Tenet’s value to stakeholders with our leading specialty care platform. In 2024, Tenet completed the sale of 14 hospitals in California, South Carolina and Alabama, opened a new hospital campus in San Antonio, Texas, as well as continued to develop a new hospital campus in Port St. Lucie, Florida. We added 69 lower-cost ambulatory surgery facilities to USPI. We continue to execute against a robust pipeline of strategic acquisitions and de novo developments at USPI.
Strengthening Cash Flow and Balance Sheet Position
Through diligent management, Tenet reduced leverage and enhanced free cash flow in 2024. Tenet exited 2024 with a leverage ratio of 2.54x EBITDA, $1.1B in free cash flow generation and approximately $3.0B cash on hand. Our free cash flow and balance sheet position give Tenet significant capital allocation flexibility going forward.
Expanding Access to Services Efficiently
We delivered strong growth in 2024. USPI had 7.8% growth in the same-facility revenues, well above our long-term goal.
USPI increased higher acuity procedures with joint replacements up nearly 20% in 2024. The hospitals grew admissions by 4.7%, supported by higher-acuity care across cardiovascular, neurosciences, and more. Conifer also announced new clients, expansions and renewals.
Each of our business segments sustained strong cost management practices and continued to enhance operational efficiency in 2024. For the year, Tenet’s consolidated adjusted EBITDA margin reached a new high of 19.3%. This is a testament to our team’s data-driven operating discipline and high-performance culture.
Partnering with High-Quality Physicians
We are proud to partner with high-quality physicians to enhance access to cutting-edge specialty care for the communities we serve. We continue to expand our network of physicians with a shared commitment to quality, safety, and patient experience. In 2024, we welcomed new physicians to our independent medical staffs, new physician partners to USPI and new physicians to our employed group.
The performance in 2024 reflects Tenet’s commitment to our long-term strategic priorities, which we will continue to advance this year. I am confident in our team’s ability to navigate 2025 and we are grateful for the support of our shareholders and our partners as we continue to pursue our valuable mission.
Respectfully,
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Saum Sutaria, M.D. Chairman and Chief Executive Officer Tenet Healthcare Corporation |
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TENET HEALTHCARE CORPORATION
14201 Dallas Parkway
Dallas, Texas 75254
(469) 893-2200
Notice of Annual Meeting of Shareholders to be held on Thursday, May 22, 2025
April 11, 2025
To our Shareholders:
Our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 22, 2025, at 8:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by registering at www.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will provide you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. Our Annual Meeting is being held for the following purposes:
| 1. | To elect the 13 directors named in the accompanying Proxy Statement, each to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, whichever is later, or until the director’s earlier resignation or removal. |
| 2. | To vote, on an advisory basis, to approve the Company’s executive compensation. |
| 3. | To ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2025. |
| 4. | To vote on a shareholder proposal, if properly presented at the meeting. |
We will also consider and take action on any other business that properly comes before the meeting or any adjournment or postponement of the meeting.
Only shareholders of record of our common stock at the close of business on March 27, 2025 are entitled to notice of and to vote at the Annual Meeting.
It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares via the Internet, by telephone, or by completing and returning a proxy card or voting instruction form. Specific voting instructions are set forth in the “General Information Regarding the Annual Meeting and Voting” section of the accompanying Proxy Statement and on the proxy card or voting instruction form.
| Thomas W. Arnst |
| Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on May 22, 2025
The accompanying Proxy Statement and the Company’s proxy card, as well as our Annual
Report on Form 10-K for the year ended December 31, 2024, are available at www.proxydocs.com/THC.
We have adopted a virtual meeting format for our Annual Meeting, conducted via a live audio webcast. You will be able to attend the Annual Meeting online, listen to the meeting live, submit questions and vote your shares electronically during the meeting by registering at www.proxydocs.com/THC. We have designed the format of the Annual Meeting to provide shareholders with substantially the same rights and opportunities to participate as they would at an in-person meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.
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This Proxy Statement includes certain financial measures not in accordance with generally accepted accounting principles in the United States (GAAP), such as Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted EPS. Definitions of these measures are contained in Appendix A to this Proxy Statement.
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Proxy Statement Summary
Below are highlights of certain information in this Proxy Statement. Please refer to the complete Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) before you vote.
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2025 ANNUAL
Date and Time Thursday, May 22, 2025, at 8:00 a.m. Central Time
Place Online by registering at www.proxydocs.com/THC
Record Date: March 27, 2025
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VOTING MATTERS AND BOARD RECOMMENDATIONS | ||||||||
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Proposal 1 |
Election of 13 Director Nominees
See page 7 |
Our Board recommends a vote FOR each director nominee. |
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Proposal 2 |
Advisory Approval of the Company’s Executive Compensation
See page 80 |
Our Board recommends a vote FOR this proposal. |
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Proposal 3 |
See page 83 |
Our Board recommends a vote FOR this proposal. |
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Proposal 4 |
Shareholder Proposal to Report on Strategies and Programs for Improving Maternal Health Outcomes
See page 84 |
Our Board recommends a vote AGAINST this proposal. |
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Information:
The Notice of Internet Availability, this Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about April 11, 2025. Copies of this Proxy Statement, the Company’s proxy card and the Form 10-K are available at www.proxydocs.com/THC.
| 2025 PROXY STATEMENT |
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Proxy Statement Summary
Business Overview
Tenet is a diversified healthcare services company focused on our mission to provide quality, compassionate care in the communities we serve. At December 31, 2024, Tenet had approximately 98,000 employees delivering and supporting care through two business segments — Hospital Operations and Services (Hospital Operations) and Ambulatory Care. As of December 31, 2024, our Hospital Operations segment was comprised of our 49 acute care and specialty hospitals, a network of employed physicians and 135 outpatient facilities, including urgent care centers, imaging centers, off-campus hospital emergency departments and micro-hospitals. Our Hospital Operations segment also provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture. Our Ambulatory Care segment through our USPI Holding Company, Inc. subsidiary (USPI) held indirect ownership interests in 518 ambulatory surgery centers and 25 surgical hospitals at December 31, 2024.
Repositioned Care Delivery Portfolio
We substantially transformed our portfolio of care delivery offerings through the divestiture of 14 hospitals and related operations in 2024. Additionally, strategic investments in USPI remain a top priority, and we established new ownership positions in nearly 70 ambulatory surgery centers in 2024 through both M&A and de novo development. We also continue our strategic deployment of capital to enhance high-acuity hospital services. Our efforts include capacity expansion, new construction in high-growth, attractive locations and investments in innovation. The proceeds from the hospital sales have enabled us to further deleverage, strengthen our balance sheet and provide enhanced financial flexibility. Across our comprehensive network of facilities, we are focused on introducing new services at a lower cost and offering patients excellent service in the most clinically appropriate setting. Our focus is on markets where we can provide a strong value to consumers and payers, and the evolution of our care delivery locations reflects our strategy to grow USPI.
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Proxy Statement Summary
Overview of Director Nominees
| Name and Occupation |
Independent | Age | Director Since |
Number of Other Public Boards |
Committee Memberships | |||||||||||||
| AC | ESG | HR | NCG | QCE | ||||||||||||||
| Saumya Sutaria, M.D. Chairman and CEO, Tenet Healthcare |
52 | 2020 | ||||||||||||||||
| J. Robert Kerrey Lead Director, Tenet Healthcare; Managing Director, Allen & Company; Former U.S. Senator |
81 | 2012* | ✓ | |||||||||||||||
| Vineeta Agarwala, M.D., PhD General Partner, Andreessen Horowitz (a16z) |
38 | 2023 | ✓ | ✓ | ||||||||||||||
| James L. Bierman Former President and CEO, Owens & Minor, Inc. |
72 | 2017 | 1 | ✓ | ||||||||||||||
| Roy Blunt Chairman, Leadership Advisory Strategies Group, Husch Blackwell Strategies; Former U.S. Senator; Former Member of the U.S. House of Representatives |
75 | 2023 | ✓ | ✓ | ✓ | |||||||||||||
| Richard W. Fisher Former President and CEO, Federal Reserve Bank of Dallas |
76 | 2017 | 1 | ✓ | ✓ | |||||||||||||
| Meghan M. FitzGerald, DrPH Adjunct Professor, Columbia University |
54 | 2018 | 1 | ✓ | ✓ | |||||||||||||
| Cecil D. Haney Admiral, U.S. Navy (Ret.) and Former Commander of U.S. Strategic Command and U.S. Pacific Fleet |
69 | 2021 | 1 | ✓ | ✓ | |||||||||||||
| Christopher S. Lynch Former National Partner in Charge of the Financial Services practice at KPMG, LLC |
67 | 2019 | 1 | ✓ | ✓ | |||||||||||||
| Richard J. Mark Former Chairman and President, Ameren Illinois Company |
69 | 2017 | 1 | ✓ | ✓ | ✓ | ||||||||||||
| Tammy Romo Former Executive Vice President and CFO, Southwest Airlines Co. |
62 | 2015 | ✓ | |||||||||||||||
| Stephen H. Rusckowski Former Chairman, CEO and President, Quest Diagnostics Incorporated |
67 | 2023 | 2 | ✓ | ✓ | |||||||||||||
| Nadja Y. West, M.D. Lieutenant General, U.S. Army (Ret.) and 44th Surgeon General of the U.S. Army |
64 | 2019 | 3 | ✓ | ✓ | ✓ | ||||||||||||
AC: Audit Committee ESG: Environmental, Social and Governance Committee HR: Human Resources Committee
NCG: Nominating and Corporate Governance Committee QCE: Quality, Compliance & Ethics Committee
= Chair = Independent ✓ = Member
| * | Senator Kerrey served as a director from March 2001 to March 2012 prior to his appointment in November 2012. |
| 2025 PROXY STATEMENT |
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Proxy Statement Summary
Director Nominees’ Experience and Composition
Having an independent Board is a core element of our governance philosophy. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of independent directors. Of our 13 Board nominees, 12 are independent in accordance with the requirements set forth in our Corporate Governance Principles. Moreover, our Board believes that having a mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. The following highlights the core skills and experience of our Board nominees:
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Executive Leadership
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Regulatory and Public Sector
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Healthcare Industry |
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Accounting and Finance |
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Cybersecurity and Information Technology | ||||
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Crisis and Risk Management |
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Tenet’s Board refreshment activities have cultivated a balanced mix of backgrounds, age, tenure and viewpoints in the boardroom. The Board believes the current composition of directors contributes to strong governance and successful oversight of the Company.
| Board Composition | Gender | Ethnicity | ||
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Tenure | |
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Proxy Statement Summary
Board Refreshment
Tenet maintains a commitment to Board refreshment practices, with seven new independent directors added since 2018, including three new independent directors added in 2023.
| 2025 PROXY STATEMENT |
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Proxy Statement Summary
Corporate Governance and Board Practices
| INDEPENDENT, EFFECTIVE BOARD OVERSIGHT |
• 12 of 13 director nominees are independent • Independent Lead Director with clearly defined responsibilities • All committee chairs and members are independent • Experienced Board with varied backgrounds • Annual self-evaluation of all directors using third-party facilitator • Regular executive sessions of independent directors for Board and committee meetings • All Audit Committee members have been designated as financially literate within the meaning of the New York Stock Exchange (NYSE) listing standards, and three members are audit committee financial experts under Securities and Exchange Commission (SEC) rules • Commitment to Board refreshment practices, with five new independent directors added since 2019, including three new independent directors added in 2023 • Board and committees may hire outside advisors independently of management | |||||
| SOUND CORPORATE GOVERNANCE AND BOARD PRACTICES |
• “Overboarding” limits for directors • Board oversight of political contributions • Board-level oversight of ESG matters and separate ESG Committee • Annual review of Corporate Governance Principles • Anti-hedging and anti-pledging policy • Active shareholder outreach and engagement with feedback regularly reviewed by Board | |||||
| SHAREHOLDER RIGHTS |
• Annual election of directors • Shareholder right to call special meetings at 25% threshold • Proxy access with market standard terms • One-year limit on “poison pills” unless approved by shareholders • Single class of stock with equal voting rights • Majority vote standard and director resignation policy in uncontested elections | |||||
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Proposal 1 - Election of Directors
Nominees for Election to the Board of Directors
Tenet’s Board of Directors is elected annually by our shareholders. Our nominees for election include 12 independent directors and our Chief Executive Officer. The Board has selected the nominees that follow to serve as directors until the 2026 annual meeting, or until their successors are elected or appointed. Each of the nominees was last elected by the Company’s shareholders at the 2024 annual meeting of shareholders. The nominees for director will be elected if the votes cast for the nominee exceed the votes cast against the nominee, with abstentions and broker non-votes not counted either for or against a nominee.
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The Board recommends that you vote “FOR” the election of each of the following nominees. |
| 2025 PROXY STATEMENT |
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Director Nominees
| Saumya Sutaria, M.D. Chairman
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| Chairman and Chief Executive Officer Tenet Healthcare Corporation |
Director Since 2020 | |
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Board Committees None
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Independent No
Age 52 | |
Career Highlights:
| • | Dr. Sutaria was appointed Chairman of the Board in August 2023. He was appointed as the Company’s Chief Executive Officer in September 2021, and as a member of the Board in November 2020. |
| • | Prior to becoming Chief Executive Officer, he served as the Company’s Chief Operating Officer from January 2019 to September 2021 and President from November 2019 to September 2021. |
| • | Before joining the Company, Dr. Sutaria worked for McKinsey & Company, a global management consulting firm, for 18 years, most recently as a Senior Partner providing advisory support for hospitals, healthcare systems, physicians groups, ambulatory care models, integrated delivery, and government-led delivery, while also working with institutional investors in healthcare. |
| • | He previously held an associate clinical faculty appointment at the University of California at San Francisco, where he also engaged in postgraduate training with a focus in internal medicine and cardiology. |
| • | Dr. Sutaria received his Bachelor’s Degree in molecular and cellular biology and his Bachelor’s Degree in economics, both from the University of California, Berkeley, as well as his Medical Degree from the University of California, San Diego. |
Skills and Qualifications:
| • | Dr. Sutaria brings tremendous experience in healthcare leadership both within Tenet and prior to joining Tenet in 2019. |
| • | The Board values his strategic prowess in navigating complex matters, his ability to thoughtfully consider the impact on different stakeholders and his innate capacity for effective change management. |
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Director Nominees
| J. Robert Kerrey Lead Director
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| Managing Director Allen & Company Former U.S. Senator |
Director Since March 2012* | |
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Board Committees Human Resources (Chair) Quality, Compliance & Ethics |
Independent Yes
Age 81 | |
Career Highlights:
| • | Senator Kerrey is a former governor and U.S. Senator from Nebraska. |
| • | He has served as managing director at Allen & Company, an investment banking firm, since 2014. |
| • | He has also served as Executive Chairman of The Minerva Institute for Research and Scholarship, a non-profit that offers exceptional educational experiences to students and advances faculty research, since 2013. |
| • | From 2011 to 2013, Senator Kerrey was President Emeritus of The New School University in New York City, where he served as President from 2001 to 2010. |
| • | From 2011 to 2012, he served as the Chairman of M & F Worldwide Education Holdings. |
| • | From 1989 to 2000, he served as a U.S. Senator for the State of Nebraska. |
| • | Previously, Senator Kerrey was Governor of the State of Nebraska from 1982 to 1987. |
| • | Prior to public service, he founded and operated a chain of restaurants and health clubs. |
| • | A former member of the elite Navy SEAL Team, Senator Kerrey is a highly decorated Vietnam veteran who was awarded the Congressional Medal of Honor – America’s highest military honor. |
| • | He holds a degree in pharmacy from the University of Nebraska. |
Skills and Qualifications:
| • | Senator Kerrey’s 18 years of experience in the public sector as a former U.S. Senator and Governor of Nebraska provide a key perspective to the Board in the highly regulated healthcare industry. |
| • | Further, he has extensive experience in finance and public policy from his service at the investment banking firm Allen & Company and as a leader of a major university. |
| • | The Board also values Senator Kerrey’s prior service on public company boards and crisis management. |
Prior Public Company Directorships Within the Past Five Years:
| • | Lux Health Tech Acquisition Corp. |
| * | Senator Kerrey served as a director from March 2001 to March 2012 prior to his appointment in November 2012. |
| 2025 PROXY STATEMENT |
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Director Nominees
| Vineeta Agarwala, M.D., PhD
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| General Partner Andreessen Horowitz (a16z) |
Director Since 2023 | |
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Board Committees Human Resources Quality, Compliance & Ethics |
Independent Yes
Age 38 | |
Career Highlights:
| • | Since January 2020, Dr. Agarwala has served as a General Partner at Andreessen Horowitz (a16z), a venture capital firm, where she leads investments for the firm’s Bio + Health fund across biotech and digital health. |
| • | In addition, she has served as an Adjunct Clinical Assistant Professor at Stanford University School of Medicine since 2020. |
| • | From August 2016 to June 2018, Dr. Agarwala served as Director of Product Management at Flatiron Health, where she led the company’s partnership with Foundation Medicine to integrate real-world clinical and genomic data into national-scale data products to accelerate research and development in oncology. |
| • | Between March 2015 and December 2019, she was a venture investor on the GV (Google Ventures) life sciences team. |
| • | Dr. Agarwala holds M.D. and Ph.D. degrees from Harvard Medical School / MIT, and a B.S. degree in biophysics from Stanford University. |
| • | She completed her clinical residency at Stanford and is board certified in internal medicine. |
Skills and Qualifications:
| • | Dr. Agarwala brings to the Board a broad range of experience in the healthcare industry, including her clinical background and as an investor focused on partnering with companies leveraging unique technologies and datasets to advance drug development, personalized medicine, and novel approaches to patient care delivery. |
| • | In addition to her experience in a variety of healthcare positions, the Board values Dr. Agarwala’s expertise in innovative technologies, including applications of artificial intelligence. |
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Director Nominees
| James L. Bierman
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| Former President & CEO Owens & Minor, Inc. |
Director Since 2017 | |
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Board Committees Nominating and Corporate Governance Quality, Compliance & Ethics (Chair) |
Independent Yes
Age 72 | |
Career Highlights:
| • | Mr. Bierman served as President and Chief Executive Officer of Owens & Minor, Inc., a Fortune 500 company and a leading distributor of medical and surgical supplies, from September 2014 to June 2015. |
| • | Previously, he served in various other senior roles at Owens & Minor, including President and Chief Operating Officer from August 2013 to September 2014, Executive Vice President and Chief Operating Officer from March 2012 to August 2013, Executive Vice President and Chief Financial Officer from April 2011 to March 2012, and Senior Vice President and Chief Financial Officer from June 2007 to April 2011. |
| • | From 2001 to 2004, Mr. Bierman served as Executive Vice President and Chief Financial Officer at Quintiles Transnational Corp. Prior to joining Quintiles Transnational, he was a partner at Arthur Andersen LLP. |
| • | Mr. Bierman earned his B.A. from Dickinson College and his M.B.A. from Cornell University’s Johnson Graduate School of Management. |
Skills and Qualifications:
| • | Mr. Bierman brings to the Board the skillsets he developed serving in multiple leadership positions at Owens & Minor, Inc., including as Chief Executive Officer. |
| • | The Board values his significant operational and financial experience in the healthcare industry. |
Other Current Public Company Directorships:
| • | MiMedx Group, Inc. |
Prior Public Company Directorships Within the Past Five Years:
| • | KL Acquisition Corp. |
| • | Novan, Inc. |
| 2025 PROXY STATEMENT |
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Director Nominees
| Roy Blunt
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| Chairman of Leadership Advisory Strategies Husch Blackwell Strategies Former U.S. Senator |
Director Since 2023 | |
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Board Committees Audit ESG Nominating and Corporate Governance |
Independent Yes
Age 75 | |
Career Highlights:
| • | Senator Blunt has served as the Chairman of the Leadership Advisory Strategies group at Husch Blackwell Strategies, an advisory firm, since April 2023. |
| • | From 2011 to 2023, he served as a U.S. Senator for the State of Missouri. This includes service as Chairman of the Senate Rules Committee, as well as serving on the Senate Appropriations Committee, Senate Commerce, Science and Transportation Committee, and the Senate Select Committee on Intelligence. |
| • | He served as a member of the U.S. House of Representatives from 1997 to 2011, representing Missouri’s 7th Congressional District. |
| • | Prior to his tenure in Congress, Senator Blunt served four years as the president of Southwest Baptist University from 1993 to 1996. |
| • | Senator Blunt also served as Missouri’s Secretary of State from 1985 to 1993. |
Skills and Qualifications:
| • | Senator Blunt’s distinguished career as an elected official, government executive and legislator, including his 25 years of experience as a former U.S. Senator and member of the U.S. House of Representatives, provides a valuable perspective to the Board on government, regulatory and public policy issues. |
| • | The Board also values Senator Blunt’s leadership experience, which includes advising U.S. Presidents and helping to pass consequential legislation for the country in healthcare and national security. |
Prior Public Company Directorships Within the Past Five Years:
| • | Southwest Airlines Co. |
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Director Nominees
| Richard W. Fisher
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| Former President & CEO Federal Reserve Bank of Dallas |
Director Since 2017 | |
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Board Committees Audit ESG (Chair) Human Resources |
Independent Yes
Age 76 | |
Career Highlights:
| • | Mr. Fisher served as President and Chief Executive Officer of the Federal Reserve Bank of Dallas from 2005 until 2015. During his tenure, he served as a member of the Federal Open Market Policy Committee, as the chair of the Conference of Federal Reserve Bank Presidents, and as the chair of the Information Technology Oversight Committee for the 12 Federal Reserve banks. |
| • | Previously, from 2001 to 2005, he was Vice Chairman of Kissinger McLarty Associates, a strategic advisory firm. |
| • | From 1997 to 2001, Mr. Fisher served as Deputy U.S. Trade Representative with the rank of Ambassador. |
| • | Over the last 10 years, Mr. Fisher has served in a number of advisory roles, including Senior Advisor for Barclays PLC, a leading investment bank, from 2015 to 2024; most recently, he was appointed as a Senior Advisor for Jeffries Financial Group Inc. in April 2024 and as a Senior Advisor to the Texas Stock Exchange (TXSE) in July 2024. |
| • | He has also served as a Trustee of the University of Texas Southwestern Medical Foundation. |
| • | Mr. Fisher received his B.A. in economics from Harvard University and earned his M.B.A. from Stanford University. |
Skills and Qualifications:
| • | Mr. Fisher offers valuable financial and policy perspectives from his experience as President and Chief Executive Officer of the Dallas Federal Reserve and from his service on the board of directors of public companies that include AT&T Inc., PepsiCo, Inc. and Warner Bros. Discovery, Inc. |
| • | The Board values his insight in public finance, trade, technology and risk management. |
Other Current Public Company Directorships:
| • | Warner Bros. Discovery, Inc. |
Prior Public Company Directorships Within the Past Five Years:
| • | AT&T Inc. |
| • | Beneficient |
| • | PepsiCo, Inc. |
| 2025 PROXY STATEMENT |
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Director Nominees
| Meghan M. FitzGerald, DrPH
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| Adjunct Professor Columbia University |
Director Since 2018 | |
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Board Committees ESG Nominating and Corporate Governance (Chair) Quality, Compliance & Ethics |
Independent Yes
Age 54 | |
Career Highlights:
| • | Ms. FitzGerald is a private equity investor, and she serves as an advisor to several firms, including Goldman Sachs, TowerBrook and Wellspring Capital, a private equity firm focused on leveraged buyout investments. |
| • | In addition, she serves as an Adjunct Professor of Health Policy at Columbia University, a private university. |
| • | Ms. FitzGerald served from December 2016 to January 2020 as the CEO and managing partner at Letter One’s inaugural health vehicle. |
| • | Prior to that, she served for nearly 20 years as an operator and strategist working for many healthcare firms, including Merck, Pfizer and Medco. |
| • | From May 2015 to October 2016, Ms. FitzGerald served as Executive Vice President of Strategy and Policy at Cardinal Health, a healthcare services and product company. From 2010 to 2015, she served as President of Cardinal’s Specialty Solutions division. |
| • | Ms. FitzGerald also previously served as a director of Thimble Point Acquisition Corp. from February to December 2021 and Arix Bioscience plc from 2017 to 2019. |
| • | She is the founder of K2HealthVentures, a life science investment fund. |
| • | She holds a DrPH in Healthcare Policy from New York Medical College, a BSN in Nursing from Fairfield University, and a Master of Public Health from Columbia University. |
Skills and Qualifications:
| • | Ms. FitzGerald brings to the Board a broad range of experience in the healthcare industry, including senior strategic leadership, public policy, care delivery from her service as a nurse, and transactions and investments in a variety of healthcare fields from technology to life sciences. |
Other Current Public Company Directorships:
| • | Roivant Sciences Ltd. |
Prior Public Company Directorships Within the Past Five Years:
| • | Thimble Point Acquisition Corp. |
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Director Nominees
| Cecil D. Haney
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| Retired Four-Star Admiral U.S. Navy |
Director Since 2021 | |
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Board Committees Audit Nominating and Corporate Governance |
Independent Yes
Age 69 | |
Career Highlights:
| • | Admiral Haney is a retired four-star Admiral, who completed 38 years of service in the U.S. Navy in 2017. |
| • | Between 2013 and 2016, he also served as commander of the U.S. Strategic Command, where he was responsible for strategic capabilities involving nuclear forces, missile defense, space and cyberspace. |
| • | In addition, between 2012 and 2013, he also served as commander of the U.S. Pacific Fleet, leading the U.S. Navy’s operations and the manning, operations and maintenance of the U.S. Navy fleet located in the Pacific and Indian oceans. |
| • | He currently serves on the Johns Hopkins University Applied Physics Board of Managers, the Penn State University Applied Research Lab Advisory Board, the Naval Studies Board, the Aerospace Corporation Board of Trustees, and the Board of Directors for General Dynamics Corporation, Systems Planning and Analysis, Inc., and the Center for New American Security. |
| • | He also serves as Chairman of the Board of Directors for the Military Child Education Coalition. |
| • | Admiral Haney is a graduate of the U.S. Naval Academy and holds Master’s degrees in National Security Strategy from the National Defense University and in Engineering Acoustics and System Technology from the Naval Post Graduate School. |
Skills and Qualifications:
| • | The Board values Admiral Haney’s leadership experience as a former four-star Admiral in the U.S. Navy. |
| • | He brings to the Board valuable insights into cybersecurity, systems planning, and crisis and risk management. |
Other Current Public Company Directorships:
| • | General Dynamics Corporation |
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Director Nominees
| Christopher S. Lynch
| ||
| Retired National Partner KPMG, LLC |
Director Since 2019 | |
|
Board Committees Audit Human Resources |
Independent Yes
Age 67 | |
|
| ||
Career Highlights:
| • | Mr. Lynch served as National Partner in Charge of the Financial Services practice at KPMG, LLC from 2004 until his retirement in 2007. |
| • | Prior to that, Mr. Lynch held a variety of positions at KPMG during his 29-year tenure, including chair of KPMG’s Americas Financial Services Leadership team and a member of the Global Financial Services Leadership and U.S. Industries Leadership teams. |
| • | From 2009 to 2022, he served as an independent director of American International Group, Inc. (AIG). |
| • | From 2008 to 2019, he also served as an independent director of Freddie Mac and was the Non-Executive Chairman of the Board from 2011 to 2018. |
| • | Mr. Lynch has chaired audit committees of both AIG and Freddie Mac and has relevant committee experience on Risk, Compensation, Nomination and Corporate Governance and Technology. |
| • | Mr. Lynch is a former member of the Advisory Board of the Stanford Institute for Economic Policy Research and a member of the Audit Committee Chair Advisory Council of the National Association of Corporate Directors. |
| • | He received a Bachelor of Science in Accounting and Business Administration from the University of Kansas. |
Skills and Qualifications:
| • | The Board values Mr. Lynch’s deep accounting, financial, transactional and corporate governance experience, including serving in leadership positions at KPMG and chairing audit committees at two highly regulated public companies. |
Other Current Public Company Directorships:
| • | Corebridge Financial, Inc. |
Prior Public Company Directorships Within the Past Five Years:
| • | American International Group, Inc. |
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Director Nominees
| Richard J. Mark
| ||
| Former Chairman & President Ameren Illinois Company |
Director Since 2017 | |
|
Board Committees Audit ESG Human Resources |
Independent Yes
Age 69 | |
Career Highlights:
| • | Mr. Mark retired in August 2022 as Chairman and President of Ameren Illinois Company, a multi-billion dollar energy and utility company responsible for electric and natural gas distribution to more than 1.2 million electric and 800,000 natural gas customers in Illinois. |
| • | He joined Ameren in 2002 as Vice President of Customer Service before moving up to various senior management roles. |
| • | Before joining Ameren, Mr. Mark served for 11 years at Ancilla Systems Inc. While at Ancilla, the parent company to St. Mary’s Hospital in East St. Louis, Illinois, he served as Vice President for Governmental Affairs and Chief Operating Officer before becoming Chief Executive Officer of St. Mary’s Hospital in East St. Louis, Illinois from 1994 to 2002. |
| • | He served as Director of Union Electric Company from 2005 until 2012 and was Chairman of Ameren Illinois (both subsidiaries of Ameren Corporation) from 2012 to 2022. |
| • | Mr. Mark earned his B.S. from Iowa State University and his M.S. from National Louis University. |
Skills and Qualifications:
| • | Mr. Mark offers the Board extensive experience as former Chairman and President of Ameren Illinois, a company in a highly regulated industry, in addition to multiple leadership positions at an acute care hospital, including service as Chief Executive Officer. |
Other Current Public Company Directorships:
| • | Sempra |
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Director Nominees
| Tammy Romo
| ||
| Former Executive Vice President & CFO Southwest Airlines Co. |
Director Since 2015 | |
|
Board Committees Audit (Chair) Human Resources |
Independent Yes
Age 62 | |
Career Highlights:
| • | Ms. Romo retired in April 2025 as Executive Vice President and Chief Financial Officer of Southwest Airlines Co., a major passenger airline, where she was responsible for corporate strategy and overall finance activities, including reporting, accounting, investor relations, treasury, tax, corporate planning, and financial planning and analysis. She also oversaw supply chain management. |
| • | Ms. Romo previously served in a number of financial management and leadership positions at Southwest Airlines, including Senior Vice President of Planning, Vice President and Controller, Vice President and Treasurer, and Senior Director of Investor Relations. |
| • | Before joining Southwest Airlines in 1991, Ms. Romo was an audit manager at Coopers & Lybrand, LLP. |
| • | Ms. Romo is currently a member of the McCombs School of Business Advisory Council at the University of Texas at Austin. |
| • | She received a B.B.A. in accounting from the University of Texas at Austin, and she is a Certified Public Accountant in the State of Texas. |
Skills and Qualifications:
| • | Ms. Romo brings to the Board her prior experience as Executive Vice President and Chief Financial Officer of Southwest Airlines, where she oversaw a broad range of financial activities. |
| • | The Board values her deep knowledge of accounting and financial matters, in addition to her understanding of risk management. |
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Director Nominees
| Stephen H. Rusckowski
| ||
| Former Chairman, CEO and President Quest Diagnostics Incorporated |
Director Since 2023 | |
|
Board Committees Human Resources Quality, Compliance & Ethics |
Independent Yes
Age 67 | |
Career Highlights:
| • | Mr. Rusckowski served as Chief Executive Officer and President of Quest Diagnostics Incorporated, a diagnostic information services company, from 2012 until 2022. |
| • | He also served as Chairman of the Board of Quest Diagnostics from January 2017 through March 2023. |
| • | From 2006 to 2012, Mr. Rusckowski served as the Chief Executive Officer of Philips Healthcare and a member of the Board of Management of Royal Philips Electronics and its executive committee. |
| • | He joined Philips Healthcare when it acquired Agilent’s Healthcare Solutions Group in 2001 and was the CEO of Philips Imaging Systems business group before becoming Chief Executive Officer of Philips Healthcare. |
| • | Mr. Rusckowski earned a bachelor’s degree in mechanical engineering from Worcester Polytechnic Institute and a Master of Management Science from the Massachusetts Institute of Technology’s Sloan School of Management. |
Skills and Qualifications:
| • | Mr. Rusckowski offers the Board extensive executive experience as a former CEO, including expertise in strategic planning and operations, with multinational corporations operating in the healthcare industry. |
Other Current Public Company Directorships:
| • | Baxter International Inc. |
| • | Qiagen N.V. |
Prior Public Company Directorships Within the Past Five Years:
| • | Quest Diagnostics Incorporated |
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Director Nominees
| Nadja Y. West, M.D.
| ||
| Retired Lieutenant General and 44th Surgeon General U.S. Army |
Director Since 2019 | |
|
Board Committees ESG Nominating and Corporate Governance Quality, Compliance & Ethics |
Independent Yes
Age 64 | |
Career Highlights:
| • | Dr. West is a retired Lieutenant General in the U.S. Army, the 44th Surgeon General of the U.S. Army and the former Commanding General of the U.S. Army Medical Command. |
| • | Previously, she served as Joint Staff Surgeon at the Pentagon, where she acted as chief medical advisor to the Chairman of the Joint Chiefs of Staff and coordinated all related health services issues, including operational medicine, force health protection and readiness within the military. |
| • | Dr. West has served in combat deployment, as well as in leadership positions in multiple hospitals, both in the United States and abroad. |
| • | She is the recipient of numerous U.S. military awards, including the Distinguished Service Medal, the Defense Superior Service Medal, and the Legion of Merit with three Oak Leaf Clusters. |
| • | She has served as an independent director of Nucor Corporation since 2019 and Johnson & Johnson since 2020. |
| • | Dr. West has served as a trustee on the Board of the National Recreation Foundation, a non-profit organization dedicated to enhancing the role of recreation as a positive force in improving the quality of life of youth, since 2019. |
| • | Dr. West is a graduate of the U.S. Military Academy and earned her medical degree from The George Washington University School of Medicine in Washington, D.C. |
| • | She has completed residencies in both family medicine and dermatology. |
Skills and Qualifications:
| • | The Board values Dr. West’s comprehensive experience in healthcare, including her service as the 44th Surgeon General of the U.S. Army. |
| • | Her experience in a variety of healthcare leadership positions and her clinical background offer the Board valuable perspectives on healthcare delivery, policy, and crisis and risk management. |
Other Current Public Company Directorships:
| • | Johnson & Johnson |
| • | Nucor Corporation |
| • | Tempus AI, Inc. |
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Proposal 1 - Election of Directors
Director Nomination and Qualifications
Our Board regularly reviews its composition and is committed to recommending a group of directors who represent a mix of viewpoints, skills, experience and backgrounds that align with the Company’s business and strategic goals. The Nominating and Corporate Governance Committee (Governance Committee) is responsible for nominating individuals, and the entire Board is responsible for selecting those who hold these characteristics to stand for shareholder election at each annual meeting, as well as to fill any vacancies on the Board as they arise.
Nomination Process
The Governance Committee considers candidates based on the recommendation of, among others, our Board members and our shareholders. The Governance Committee may also engage professional search firms and other consultants to assist in identifying, evaluating and conducting due diligence on potential candidates. We intend to continue to actively engage with our shareholders regarding Board composition and director qualifications, including considering their input on potential director candidates. Once potential candidates have been identified, they typically meet with each member of the Board and pass a thorough screening process before the Governance Committee makes a final recommendation to the Board. This process involves a rigorous evaluation that assesses attributes beyond specific business skills, including character, background, and personal and professional integrity.
Shareholders may propose nominees for election in accordance with the terms of our bylaws or recommend candidates for consideration by the Board by writing to the Governance Committee in care of the Corporate Secretary at Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254, or by email to boardofdirectors@tenethealth.com. For more detailed information regarding the process by which shareholders may nominate directors, including under our proxy access provisions, please refer to “Other Information—Shareholder Proposals” below and our bylaws. Our bylaws may be found under the “Governance” heading in the Investors section on our website at www.tenethealth.com*. The Governance Committee evaluates candidates recommended by shareholders against the same criteria and pursuant to the same policies, procedures and processes applicable to the evaluation of candidates proposed by other sources.
| * | Information included on our website and in any reports on our website shall not be deemed a part of, and is not incorporated by reference into, this Proxy Statement. |
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CANDIDATE RECOMMENDATIONS |
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GOVERNANCE COMMITTEE |
|
BOARD OF DIRECTORS |
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SHAREHOLDERS | ||||||
| From Shareholders, Management, Directors, Professional Search Firms and Other Sources |
Discusses and Reviews Board Needs Current Board Composition Interviews Recommends Nominees |
Discusses Governance Committee Recommendations Analyzes Independence Selects Nominees |
Vote on Nominees at Annual Meeting | |||||||||
Assessment of Board Composition and Criteria for Board Membership
The Governance Committee evaluates the composition of the Board on an ongoing basis and considers potential nominees to the Board as appropriate. As part of this process, the Governance Committee reviews the composition of the Board as a whole, including the business backgrounds, qualifications, skillsets and other qualities represented on the Board to provide the right balance to effectively oversee management. The Governance Committee assesses its effectiveness in this regard as part of the annual Board evaluation process. The Governance Committee also reviews updated biographical information for each incumbent director on an annual basis, including information relating to changes in professional status, independence, other professional commitments and other public company directorships. In light of our current structure and operations, and in consideration of the
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Proposal 1 - Election of Directors
evaluation of the Board’s composition, the Governance Committee believes the following criteria should be represented on the Company’s Board:
| Professionalism, dedication, business judgment, integrity and commitment to the Company’s mission |
Expertise in financial and accounting matters and familiarity with the regulatory and corporate governance requirements applicable to public companies |
Service as the chief executive officer or in other senior leadership positions in a company or major governmental, professional or non-profit organization | ||||||||||||||||||
| Experience in the healthcare industry or other relevant industry experience |
Variety of personal and occupational backgrounds, including ethnicity, gender, experience and viewpoints |
Government, regulatory and public sector experience | ||||||||||||||||||
| Ability and willingness to commit adequate time to Board and committee matters |
Degree to which the individual’s skills complement those of other directors and potential nominees |
Familiarity with the communities where we do business | ||||||||||||||||||
Board Evaluations
The Governance Committee oversees the Board’s annual performance evaluation to determine whether the Board, its committees and individual directors are functioning well in view of their responsibilities and the Company’s business. To conduct the self-evaluation process with greater transparency and rigor, the Board has for many years retained a third-party advisor to interview each director, review the directors’ collective feedback, and facilitate a discussion based on the results at a special executive session of the Board. This comprehensive and disciplined approach to evaluation has been an important element to maintaining a high-performing and collaborative Board that can properly address risk management and execution of Company strategy.
On an annual basis, the Board and each committee conduct self-evaluations. The evaluations focus discussions on, among other things, the composition and effectiveness of the Board in light of changes in membership, the effectiveness of Dr. Sutaria and Senator Kerrey in their respective leadership positions, and the performance of each committee and committee chair. The Lead Director, in conjunction with the Governance Committee, also takes an oversight role in the Board performance evaluation process. In addition, directors provide input on key focus areas for the Board in the upcoming year. The results of the evaluation are reviewed by the Lead Director, who reports the results to the Board. As part of the annual performance evaluation process, each committee also compares its performance with the requirements of its charter. As part of the Board’s last annual evaluation, the Board noted, among other things, that its processes and committees were functioning properly, noting healthy levels of debate, collaboration and respect among directors.
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Proposal 1 - Election of Directors
Director Nominees’ Qualifications and Experience
Based on the review process described above, the Governance Committee concluded that our 13 director nominees possess the experience, skills and other characteristics best suited to meet the needs of the Board and the Company in light of our current business and operating environment. The following table highlights several core skills and experiences of our current nominees, in addition to those described in the director biographies under “Nominees for Election to the Board of Directors” beginning on page 7.
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Personal Qualities and Attributes. The Governance Committee determined that each nominee has demonstrated a commitment to professionalism and high integrity. In particular, the Governance Committee noted that each nominee has the ability to provide candid and direct feedback, as well as effective oversight of the Company’s operations and management, on behalf of all shareholders. Additionally, our Board includes a group of individuals of differing ages, genders, ethnicities and backgrounds. Four of our 13 director nominees are women, and Ms. Romo and Ms. FitzGerald chair our Audit and Governance committees, respectively.
Special Considerations Regarding Service on Other Boards. Our directors must seek the approval of the Governance Committee prior to serving on another public company’s board. In addition, the Governance Committee limits the number of public boards on which a director may serve in addition to our Board to three, or two in the case of directors currently serving as chief executive officers or in equivalent positions of public companies. All of the Company’s directors are in compliance with these requirements. Dr. Sutaria does not serve on any other public company board.
Director Independence
The independence requirements for our Board are set forth in our Corporate Governance Principles, available under the “Governance” heading in the Investors section on our website at www.tenethealth.com*. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of “independent” directors. The Board will not consider a director to be independent unless the Board affirmatively determines that the director has no material relationship with Tenet and the director otherwise qualifies as independent under the corporate governance standards of the NYSE. The Board reviews each director’s independence at least annually and has made the affirmative determination that the following non-employee directors have no material relationship with the Company and are independent: Senator Kerrey, Dr. Agarwala, Mr. Bierman, Senator Blunt, Mr. Fisher, Ms. FitzGerald, Admiral Haney, Mr. Lynch, Mr. Mark, Ms. Romo, Mr. Rusckowski and Dr. West. The only non-independent director who serves on our Board is our Chairman and Chief Executive Officer, Dr. Sutaria.
In making its independence determinations, the Board broadly considers all relevant facts and circumstances and focuses on the organizations with which each director has an affiliation. If a director or member of the director’s immediate family has a material relationship with the Company, the Board reviews the interest to determine if it would preclude an independence determination.
The Audit Committee, the Human Resources Committee (HR Committee) and the Governance Committee are composed exclusively of independent directors as required by the NYSE. Additionally, the Environmental, Social and Governance (ESG) Committee and the Quality, Compliance & Ethics Committee (QCE Committee) are composed exclusively of independent directors. All directors serving on the Audit Committee meet the more stringent independence standards for audit committee members required by the SEC, and all directors serving on the HR Committee meet the more stringent independence standards for compensation committee members required by the NYSE.
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Corporate Governance and Board Practices
Commitment to Sound Corporate Governance Policies and Practices
Tenet is committed to maintaining corporate governance policies and practices that protect the long-term interests of our shareholders and promote Board and management accountability. Our Board recognizes that this requires us to review and refine our corporate governance practices on an ongoing basis to continue to align with evolving market practices and the best interests of our Company and shareholders. Some of our key corporate governance policies and practices include:
| SHAREHOLDER RIGHTS |
• Annual election of directors • Shareholder right to call special meetings at 25% threshold • Proxy access with market standard terms • One-year limit on “poison pills” unless approved by shareholders • Single class of stock with equal voting rights • Majority vote standard and director resignation policy in uncontested elections | |||||
| BOARD PRACTICES |
• All directors are independent other than our Chief Executive Officer • Experienced Board with varied backgrounds • Independent Lead Director with clearly defined responsibilities • Commitment to Board refreshment practices • Self-evaluation of all directors using third-party facilitator • Board oversight of political contributions • Regular executive sessions of independent directors for Board and committee meetings • Ongoing engagement with shareholders • Increased focus on ESG matters with separate ESG Committee | |||||
Our Board has also adopted Corporate Governance Principles that provide the framework for our existing corporate governance policies and practices. These Corporate Governance Principles address in detail matters such as director independence, director qualifications and responsibilities, director compensation, and director and officer stock ownership and retention. For more information, please see our Corporate Governance Principles under the “Governance” heading in the Investors section on our website at www.tenethealth.com*.
Board Leadership Structure
The Company’s Board periodically evaluates our leadership structure based upon the Company’s best interests and particular circumstances at the time. Dr. Sutaria, our Chief Executive Officer, also serves as Chairman of the Board, and Senator Kerrey, an independent director, serves as Lead Director.
In determining the appropriate leadership structure, the Board thoroughly considered a range of factors, including, among others, our strategic priorities and the complexity of our business, Dr. Sutaria’s knowledge of the industry, the various capabilities of our directors, the highly independent composition of the Board, the meaningful responsibilities of the independent Lead Director, and the current environment of our industry. The Board has a high level of confidence in Dr. Sutaria’s leadership and ability to work closely and transparently with our independent directors. Moreover, the Board believes that, in the role of Chairman and Chief Executive Officer, Dr. Sutaria is best positioned to be aware of key issues and risks facing the Company and to serve as a highly effective bridge between the Board and management. The Board believes that Dr. Sutaria’s combined role, together with the strong independent leadership provided by our Lead Director, serves the best interests of the Company and our stockholders at this time.
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Corporate Governance and Board Practices
Role of Lead Director
The responsibilities of our Lead Director are set forth in our Corporate Governance Principles. Senator Kerrey, as Lead Director of the Board, coordinates the activities of the Board and exercises the robust set of duties described below. Specifically, in his role as Lead Director, Senator Kerrey:
| • | Presides at all meetings at which the Chairman is not present |
| • | Chairs executive sessions of independent directors of the Board |
| • | Serves as the liaison between the Chairman and independent directors |
| • | Reviews and approves information sent to the Board |
| • | Reviews and approves Board meeting agendas and schedules |
| • | Calls meetings of independent directors as necessary |
| • | Participates in consultation and direct communication with shareholders |
| • | Advocates on behalf of the Board in meetings with investors, legislators, regulators and other government officials |
| • | Serves an oversight role, in conjunction with the Governance Committee, in the Board performance evaluation process |
Senator Kerrey has participated in in-person engagement meetings with a number of our significant shareholders to discuss and seek feedback on various matters regarding the Company’s strategy and governance practices, establishing a direct line of communication between shareholders and independent members of our Board. Senator Kerrey shares the feedback with the full Board so that it may be incorporated into the Board’s decision-making processes.
Board and Committee Organization and Responsibilities
Board Meetings and Attendance
We are governed by our Board. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other senior officers, by reviewing materials provided to them, and by participating in meetings of the Board and its committees. Directors are also encouraged to attend continuing education courses relevant to their service on the Company’s Board. Significant business decisions are generally considered by the Board as a whole. The Board met six times during 2024. The independent directors of the Board, the Board and each committee of the Board frequently meet in executive sessions, including at least once during each regularly scheduled Board meeting.
Each director who served during 2024 participated in at least 75% of the aggregate meetings of the Board and the committees on which he or she served during the period he or she served as a director and committee member. Board members are encouraged to attend our annual meeting of shareholders. Twelve directors were in attendance at the 2024 Annual Meeting.
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Corporate Governance and Board Practices
Committees
Tenet’s Board has four standing committees – Audit, HR, Governance and QCE – and one special committee – ESG. The following table identifies the current members of each of our committees.
| Director |
Audit* | HR | Governance | QCE | ESG | |||||
| Vineeta Agarwala, M.D., PhD |
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| James L. Bierman |
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Chair | |||||||
| Roy Blunt |
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| Richard W. Fisher |
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Chair | ||||||||
| Meghan M. FitzGerald |
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Chair | |||||||
| Cecil D. Haney |
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| J. Robert Kerrey |
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Chair |
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| Christopher S. Lynch |
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| Richard J. Mark |
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| Tammy Romo |
Chair |
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| Stephen H. Rusckowski |
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| Saumya Sutaria, M.D. |
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| Nadja Y. West, M.D. |
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| * | All members of the Audit Committee have been designated as financially literate within the meaning of the NYSE listing standards. Mr. Fisher, Mr. Lynch and Ms. Romo have been designated as audit committee financial experts, as defined by SEC rules. |
Each of the Board’s standing committees operates under a written charter that is reviewed and approved annually by the respective committee. The charters are available for viewing under the “Governance” heading in the Investors section on our website at www.tenethealth.com*. The Board and each committee may retain independent advisors and consultants, at the Company’s cost, to assist the directors in carrying out their responsibilities.
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The Audit Committee |
Meetings held in 2024: |
8
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Membership: Romo (Chair), Blunt, Fisher, Haney, Lynch, Mark (All Independent)
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| Primary Responsibilities: • Assist the Board in oversight of: • accounting, reporting and financial practices • the integrity of financial statements • compliance with legal and regulatory requirements with respect to applicable accounting and auditing matters • independent registered public accountant’s qualifications, independence and performance • internal audit function • cybersecurity • Establish and maintain policies and procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls and auditing matters • Authority to select, retain and review the independent registered public accountant’s qualifications, independence and performance • Oversee the performance of the Company’s chief internal auditor, who reports directly to the Audit Committee |
Key Skills and Experience: • Expertise in auditing, accounting and tax-related matters • Preparation or oversight of financial statements • Extensive knowledge of compliance and relevant regulatory issues |
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The ESG Committee |
Meetings held in 2024: |
2
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Membership: Fisher (Chair), Blunt, FitzGerald, Mark, West (All Independent)
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| Primary Responsibilities: • Review and discuss with management the Company’s ESG strategy, initiatives and policies • Review and monitor the operational, regulatory, and reputational risks and impacts of ESG on the Company, and provide insight and guidance with respect to the Company’s management of such risks and impacts • Review and discuss reports from management regarding the Company’s progress toward its key ESG objectives • Provide input and guidance with respect to communications with employees, investors and other stakeholders, as appropriate, regarding the Company’s position on or approach to ESG matters |
Key Skills and Experience: • Experience with governance, social and sustainability matters • Knowledge of the Company’s ESG strategy, initiatives and policies |
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The Human Resources Committee |
Meetings held in 2024: |
6
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Membership: Kerrey (Chair), Agarwala, Fisher, Lynch, Mark, Romo, Rusckowski (All Independent)
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| Primary Responsibilities: • Establish general compensation policies for the Company that: • support overall business strategies and objectives • enhance efforts to attract and retain skilled employees • link compensation with business objectives and organizational performance • provide competitive compensation opportunities for key executives • Oversee the administration of executive compensation programs with responsibility for establishing and interpreting the Company’s compensation policies and approving compensation paid to executive officers • Review, approve and make recommendations regarding compensation of non-employee directors, the Company’s executive officers and other members of the senior management team • Review the performance of the Chief Executive Officer and, either as a committee or together with other independent directors, determine and approve the CEO’s compensation level based on this evaluation • Discuss and evaluate, in consultation with the Chief Executive Officer, the performance of other executives • Oversee the Company’s policies and procedures regarding harassment in the workplace and sexual misconduct matters, including reporting systems and treatment of received complaints, and monitor compliance with such policies and applicable law • Oversee the administration of the Company’s clawback policy • Provide perspectives to management regarding the Company’s talent management, which may include performance management, succession planning, leadership development, recruiting, retention and employee training |
Key Skills and Experience: • Extensive knowledge of executive compensation best practices • Human capital management • Expertise in evaluating executive performance and determining appropriate compensation programs • Leading cultural change |
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The Nominating and Corporate Governance Committee
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Meetings held in 2024: |
4 | ||||||||||||
| Membership: FitzGerald (Chair), Bierman, Blunt, Haney, West (All Independent) |
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| Primary Responsibilities: • Identify and evaluate existing and potential corporate governance issues, and make recommendations to the Board concerning our Corporate Governance Principles and other corporate governance matters • Review and recommend individuals qualified to become Board members and recommend to the Board candidates to stand for election or re-election to the Board • Consider amendments to the Company’s articles of incorporation and bylaws with respect to corporate governance, and make recommendations to the Board concerning such proposed amendments • Review and make recommendations to the Board regarding Board size, composition and structure • Review and approve related-person transactions |
Key Skills and Experience: • Corporate governance expertise • Board succession planning • Public company board service and experience overseeing large organizations |
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The Quality, Compliance & Ethics Committee |
Meetings held in 2024: |
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4 |
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Membership: Bierman (Chair), Agarwala, FitzGerald, Kerrey, Rusckowski, West (All Independent) |
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| Primary Responsibilities: • Assist the Board with overseeing and reviewing Tenet’s significant healthcare-related regulatory and compliance issues, including its compliance programs and the status of compliance with applicable laws, regulations and internal procedures • Oversee performance under the Company’s Quality, Compliance and Ethics Program Charter • Receive, and review and consult with management on, periodic reports from the Ethics and Compliance Department on aspects of the compliance program, including efforts in risk assessment, and investigations and remediation of compliance matters • Receive and review periodic reports from the Quality Management Department regarding efforts to advance quality healthcare • Oversee the performance of the Company’s Chief Compliance Officer, who reports directly to our CEO, as well as to the QCE Committee |
Key Skills and Experience: • Experience in establishing and ensuring adherence to quality and compliance controls • Expertise in compliance-related policies and procedures • Knowledge of and commitment to ethical business practices |
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Corporate Governance and Board Practices
HR Committee Interlocks and Insider Participation
No member of the HR Committee was at any time during 2024 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related person transaction under “Certain Relationships and Related Person Transactions” on page 37 of this Proxy Statement. None of our executive officers has served on a board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or HR Committee during 2024.
Role of the Board and its Committees in Risk Oversight
Management is primarily responsible for the identification, assessment and management of the various short-, medium- and long-term risks that we face. The Board oversees this process as an integral and continuous part of the Board’s oversight of our business. The Board receives regular reports from the heads of our principal businesses and corporate functions that include discussions of the risks, and the immediacy of such risks, involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business. Among other things, the Board has requested that the Company’s management and its internal and external legal counsel advise it promptly of any material developments relating to litigation, regulatory proceedings, and investigations and compliance issues. The Board considers the oversight of regulatory and litigation risk to be one of its highest priorities. In addition, the Board has identified the oversight of cybersecurity risks to be one of its priorities, and it receives regular reports from the Company’s management on the security of the Company’s information technology systems.
The Board’s committees oversee risks related to their respective areas, as further described below. The Board is kept informed of its committees’ risk oversight and other activities primarily through reports of the committee chairs to the full Board. These reports are presented at every regular Board meeting, as well as at other times when appropriate. As risk-related issues sometimes overlap, certain issues are addressed at the full Board level. In addition, as part of its annual self-evaluation process, the Board discusses and evaluates its ongoing role in enterprise risk oversight.
Role of Audit Committee in Risk Oversight
Our Audit Committee is primarily responsible for overseeing risk management processes relating to our accounting practices, financial reporting and disclosure controls and procedures, corporate finance and general business operations. Among other responsibilities, the Audit Committee:
| • | Receives quarterly reports from management on business and operational risks, internal audit reports relating to the integrity of our internal financial reporting controls and procedures, potential loss contingencies resulting from pending or threatened litigation or regulatory proceedings, and investigations and reports made to the Company from our Ethics Action Line or any other sources relating to allegations of financial fraud or other infractions. |
| • | Meets regularly with our Chief Executive Officer, Chief Financial Officer, Controller and General Counsel, as well as our external and internal auditors, to discuss potential risks and other contingencies relating to our business. |
| • | Meets on a quarterly basis to review these topics with selected chief executive officers and/or other senior officers of our major operating units. |
| • | Reviews financial and enterprise risk exposures, including material risk issues in connection with its review of our quarterly and annual filings with the SEC. |
| • | Reviews the Company’s cybersecurity program at least annually and receives frequent updates on cybersecurity matters. |
| • | Reports and discusses the outcome of its meetings to the full Board, including any other material risks identified by the Audit Committee in the course of its deliberations that require discussion or action by the full Board. |
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Role of Human Resources Committee in Risk Oversight
Our HR Committee is responsible for assessing our compensation policies and practices relative to all our employees, including non-executive officers, to determine if the risks arising from these policies and practices are reasonably likely to have a material adverse effect on the Company. In performing its duties, the HR Committee meets at least annually with our management and the HR Committee’s independent compensation consultant to review and discuss potential risks relating to our employee compensation plans and programs. The HR Committee reports to the Board any risks associated with our compensation plans and programs, including recommended actions to mitigate such risks.
The HR Committee has determined that there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. This finding is based upon the HR Committee’s ongoing review of our compensation programs and practices, the mechanisms in our compensation plans and programs intended to reduce the risk of conduct reasonably likely to have a material adverse effect on our Company, and an overall risk assessment of such programs. Among other things, the HR Committee has reviewed our pay philosophy, balance of cash and equity compensation, balance of long-term and short-term performance periods in our plans and programs, and our use of performance metrics that encourage management to act in the long-term interests of our shareholders. The HR Committee has also considered our equity grant administration policy, stock ownership requirements, and incentive pay policies on clawbacks and bonus modifiers, as well as our internal financial reporting and regulatory compliance procedures.
Role of Quality, Compliance & Ethics Committee in Risk Oversight
Our QCE Committee is primarily responsible for overseeing our assessment and management of regulatory and compliance risk. In particular, the QCE Committee:
| • | Oversees our information, procedures and reporting systems to provide reasonable assurance that: (1) our operations comply with applicable laws and regulations, particularly those related to healthcare providers; (2) we, including our directors and employees, act in accordance with appropriate ethical standards; and (3) our subsidiaries’ hospitals and other facilities deliver quality medical care to patients. |
| • | Oversees our Compliance Program, which is intended to foster compliance with federal and state laws and regulations applicable to healthcare providers and is governed by our Quality, Compliance and Ethics Program Charter. |
| • | Receives quarterly reports from our Chief Compliance Officer, our Ethics and Compliance Department, and our internal and external legal, regulatory and other officers and advisors. |
Role of ESG Committee in Risk Oversight
Recognizing the importance of ESG matters to the Company and its stakeholders, our Board formed an ESG Committee in February 2021 to provide support for the Company’s ongoing efforts in this area. Our ESG Committee, which is a special committee of the Board consisting entirely of independent directors, is responsible for overseeing and supporting the Company’s commitment to ESG matters, such as climate impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, and other ESG issues that are relevant and material to the Company. In addition to discussing with management the Company’s ESG strategy, initiatives and policies, the Committee monitors the operational, regulatory and reputational risks and impacts of ESG on the Company, and it provides input and guidance on communications with employees, investors and other stakeholders regarding ESG.
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ESG at Tenet
We are committed to our mission of delivering quality, compassionate care in the communities in which we are deeply invested. Every day, the caregivers and staff at our healthcare facilities are ever-present for our patients and their families, providing lifesaving treatments while remaining mindful of our responsibility to also provide a lasting, positive impact to society beyond our doors.
ESG Framework
We continue to prioritize programs that underlie our commitment to operating responsibly and efficiently in accordance with five core strategic pillars: (1) Meeting the Need; (2) Supporting Our People; (3) Community Impact; (4) Protecting the Environment; and (5) Leading with Integrity.
We remain focused on the identification, measurement and mapping of the ESG impacts on our business. These efforts are sponsored by our leadership and exemplified by employees across the enterprise.
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MEETING THE NEED
| Our goal is to provide high-quality and accessible healthcare to all our patients. We are committed to maintaining a standard of excellence within our facilities, treating all patients with dignity and compassion, and providing care that is necessary and appropriate. The safety and well-being of our patients and employees is our top priority. We are committed to maintaining an environment that promotes health and safety for all. | ||||||||
We maintain a comprehensive program to promote the quality goals of the enterprise. All our facilities focus on:
| • | delivering services to patients that focus on their specific needs; |
| • | utilizing innovative technology and solutions to improve quality of care; |
| • | establishing a culture that prioritizes patient safety; and |
| • | creating successful credentialing and peer review mechanisms for our medical staff. |
We are committed to providing accessible healthcare to the communities where we operate. We have a dedicated team who provides a range of services, including determining eligibility for healthcare coverage and connecting patients to different financial assistance programs they may need.
We provide health and safety training to all clinical employees during onboarding, including training on respirators, infection prevention, hazard identification, and occupational health and safety. We actively listen to our employees on safety and solicit their concerns through our biennial safety survey. The survey collects responses from our staff on key elements of hazard identification, and the results are used to address any identified gaps and catalyze continuous improvement.
SUPPORTING OUR PEOPLE
| At Tenet, the people who care for our patients and support our mission are at the heart of what we do. We seek to provide employees with the resources, tools and support to serve our patients and customers in the best way possible. We are committed to helping team members further develop their career pathways and maximize their potential at every stage of their career. | ||||||||
In general, we seek to attract, develop and retain a qualified, resilient and engaged workforce, to cultivate a performance-oriented culture that embraces data-driven decision making, and to improve talent management processes to promote a uniquely skilled team.
Providing a comprehensive benefits package is paramount, as we not only take care of our communities but foster an environment of support for one another. The benefits we offer vary based on location, employment status and other factors and include medical, dental and vision benefits, a 401(k)-match program, and paid holidays and vacation. We also offer:
| • | a transparent and meritocratic evaluation system for performance; |
| • | opportunities for continuing education and advancement through a broad range of clinical training and leadership development experiences, including in-person and online courses and mentoring opportunities; |
| • | a supportive, collaborative and patient-centered culture aligned with our values and based on respect for others; |
| • | company-sponsored efforts encouraging and recognizing volunteerism and community service; and |
| • | a code of conduct that promotes integrity, accountability and transparency, among other high ethical standards. |
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One of our core values is embracing all people in our workplace and in the communities we serve. In this regard, our efforts prioritize the following:
| • | a workforce and leadership team that represent the communities we serve; |
| • | training, education and engagement to proactively address the best ways to nurture a collaborative culture; and |
| • | a top-down, bottom-up approach to ensure active involvement from leadership and employees across the enterprise. |
We have a Community Healthcare Engagement Council, which consists of leaders representing different facets of our enterprise, to support our efforts in the areas of recruiting, talent development, new-hire mentoring, community partnerships, and educational opportunities. The Council works to provide tools, guidelines and training with respect to best practices in these areas.
Tenet employees receive regular and formal performance reviews that provide feedback on their contributions to the organization, as well as actions they can take to invest in their professional development. Tenet offers access to a portfolio of functional, professional and leadership training and development resources to assist employees’ career development. We seek to recruit and retain qualified employees across all demographics; to conduct fair and open competition; and to select and advance employees based on their knowledge, skills, abilities and performance.
COMMUNITY IMPACT
| We like to say that we are national in scope, but local at heart. Our philanthropic efforts are centered around strengthening the health of our communities. While we have a vast footprint, each of our care facilities gives back to its local community in different ways. From education, to fighting hunger, to health advocacy and awareness, our efforts to give back to our neighbors reflect our mission. | ||||||||
Our efforts to give back to our neighbors reflect our mission. In 2024, we pledged resources to aid in the recovery of the communities we serve that were impacted by Hurricanes Helene and Milton, which included cash donations to the Florida Disaster Fund and the American Red Cross. Last year, we also continued to provide financial assistance to employees who have experienced hardship due to events beyond their control through The Tenet Care Fund, a 501(c)(3) public charity. We also maintained our long-time support of charities such as the Promise Fund Partnership, Operation Stand Down, and Project Search among other programs.
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PROTECTING THE ENVIRONMENT
| We believe caring for the health and well-being of our communities is a vital part of operating responsibly and efficiently. We continue to integrate sustainability across our enterprise in the ways we operate and the priorities we set. Protecting the environment and managing climate impacts enhances our ability to provide quality, compassionate care in the communities we serve. | ||||||||
We believe that our focus on environmental sustainability, with the objectives of reducing costs and improving our operations, provides a strategic benefit. Tenet is committed to strengthening our environmental initiatives and collaborating with our suppliers, industry associates and other healthcare partners as we further develop our environmental strategy. Our ESG Committee provides Board oversight and our EVP, Corporate Development, provides managerial oversight of our environmental programs and initiatives.
To identify the sustainability issues most important to our enterprise, we conducted a materiality assessment in 2022. The findings from the environmental materiality assessment continue to inform our sustainability strategy. The outputs of our assessment help us to focus on top priorities across our value chain.
We seek to create further efficiencies in our operations and reduce our emissions. Tenet has undertaken several initiatives designed to reduce our impact on the environment and to promote environmentally friendly projects and practices, including:
| • | taking steps to measure the Company’s carbon footprint and identify reduction opportunities; |
| • | exploring Scope 1 and 2 emissions baseline reporting; |
| • | increasing our focus on sustainable design for new construction; |
| • | accelerating the pace of LED lighting conversions across our hospitals; |
| • | continuing to partner with HealthTrust, our national group purchasing organization, to increase the sustainability of our supply chain; |
| • | supporting an environmentally friendly workplace through the recycling of plastic, glass and paper; |
| • | expanding our integrated waste management program and streamlining methods for electronic waste disposal; and |
| • | promoting sustainability awareness across the enterprise through communications and engagement. |
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LEADING WITH INTEGRITY
| We believe sound governance begins at the top, and we are committed to maintaining corporate governance policies and practices that protect the long-term interests of our shareholders and promote Board and management accountability. The Board and management have designed and implement these policies and practices to help us operate effectively while remaining true to our mission. | ||||||||
We believe our stewardship efforts are most effective when embraced by leadership and activated by employees across the enterprise. The Board formed its ESG Committee in 2021 with the primary purpose of overseeing and supporting our commitment to environmental, social and governance initiatives. The ESG Committee consists entirely of independent directors and provides input and guidance to help establish the Company’s overall approach to ESG matters.
Tenet is committed to maintaining corporate governance policies and practices that protect the long-term interests of our shareholders and promote Board and management accountability. Our Board recognizes that this requires us to continually review and refine our corporate governance to align with evolving market practices and the best interests of our Company and shareholders. The corporate governance practices designed and implemented by the Board also help us operate effectively while remaining true to our mission.
We seek to foster a workplace environment that is free from bribery and corruption and to encourage open channels of communication and continuous improvement. We provide annual compliance and ethics and fraud, waste and abuse training for all employees, including part-time employees, and contractors. All employees and contractors who perform a role-based job function related to international patient engagements also receive anti-corruption and anti-bribery training. We are subject to rigorous controls and audits. Our risk management processes are designed toward compliance with applicable laws and regulations and coordinate with subject-matter experts throughout the business to identify, monitor and mitigate risks.
We routinely engage with our stakeholders to better understand their views, carefully considering the feedback we receive and acting when appropriate.
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• |
Follow our Code of Conduct. |
• |
Participate in annual ethics training and specialized compliance training tailored to the individual’s job duties. |
• |
Work with our hospital, corporate and business unit compliance teams to resolve issues of concern. |
• |
Contact the Tenet Ethics Action Line at 1-800-8ETHICS, |
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Communications with the Board of Directors by Shareholders and Other Interested Parties
Shareholders and interested parties may communicate with the Board of Directors, including our Chairman, by email to boardofdirectors@tenethealth.com or by writing to the Board in care of the Corporate Secretary, Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254. Shareholder communications will be reviewed internally to determine if the shareholder’s concern can best be addressed by referral to a Tenet department, such as Investor Relations. All other communications will be referred to the Corporate Secretary, who will determine if the communication should be brought to the attention of the full Board, the Chairman of the Board or a particular Board committee or Board member.
Other interested parties may make their concerns known to our non-employee directors by following the procedures for reporting concerns to the Audit Committee set forth in our Corporate Governance Principles, which are available under the “Governance” heading in the Investors section on our website at www.tenethealth.com*.
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Director Compensation
The HR Committee reviews our non-employee director compensation programs each year with the assistance of the HR Committee’s independent compensation consultant. The Board considers any changes recommended by the HR Committee following its review. Following this review in May 2024, the Board increased the annual cash retainer paid to non-employee directors from $100,000 to $125,000.
Employee directors do not receive any compensation for their service as a director. All 2024 compensation for our Chairman and Chief Executive Officer, Dr. Sutaria, is shown in the 2024 Summary Compensation Table on page 62.
Our 2024 annual compensation program for non-employee directors was structured as follows:
| Annual Compensation Element |
Amount | |||
| Annual Cash Retainer |
$ | 125,000 | ||
| Annual Grant of Restricted Stock Units (RSUs) |
$ | 200,000 | ||
| Annual Committee Chair Cash Retainers: |
|
|
| |
| • Audit Committee |
$ | 25,000 | ||
| • Human Resources Committee |
$ | 20,000 | ||
| • Nominating and Corporate Governance Committee |
$ | 17,500 | ||
| • Quality, Compliance & Ethics Committee |
$ | 17,500 | ||
| • ESG Committee |
$ | 17,500 | ||
| Annual Retainer for Lead Director or Non-Executive Chair: |
|
|
| |
| • Cash Fee |
$ | 150,000 | ||
| • Additional Grant of RSUs |
$ | 50,000 | ||
Non-employee directors also receive $2,000 per committee meeting attended and for Board meetings receive:
| • | no fee for the first seven Board meetings each year; and |
| • | for additional meetings, $3,000 per in-person meeting and $1,500 per telephonic meeting attended. |
A newly appointed director receives a prorated annual RSU grant. All annual cash fees are prorated for partial year service. Directors are reimbursed for any travel expenses and other out-of-pocket costs incurred while attending meetings.
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2024 Director Compensation Table
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(1)(2) |
Total ($) | ||||||||||||
| J. Robert Kerrey |
296,500 | 250,092 | 546,592 | ||||||||||||
| Vineeta Agarwala, M.D., PhD |
109,207 | 200,048 | 309,255 | ||||||||||||
| James L. Bierman |
146,000 | 200,048 | 346,048 | ||||||||||||
| Roy Blunt |
140,500 | 200,048 | 340,548 | ||||||||||||
| Richard W. Fisher |
160,000 | 200,048 | 360,048 | ||||||||||||
| Meghan M. FitzGerald, DrPH |
150,000 | 200,048 | 350,048 | ||||||||||||
| Cecil D. Haney |
136,500 | 200,048 | 336,548 | ||||||||||||
| Christopher S. Lynch |
140,500 | 200,048 | 340,548 | ||||||||||||
| Richard J. Mark |
144,500 | 200,048 | 344,548 | ||||||||||||
| Tammy Romo |
165,500 | 200,048 | 365,548 | ||||||||||||
| Stephen H. Rusckowski |
134,571 | 200,048 | 334,619 | ||||||||||||
| Nadja Y. West, M.D. |
132,500 | 200,048 | 332,548 | ||||||||||||
| (1) | Values in this column represent the grant date fair value of annual RSU grants for 2024-2025 board service calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC Topic 718). We calculate the grant date fair value of time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $128.98 on May 23, 2024. In accordance with the 2024 annual compensation program, each non-employee director received a grant of 1,551 RSUs under the program, and Senator Kerrey was granted an additional 388 RSUs in respect of his service as Lead Director. |
| (2) | As of December 31, 2024, each non-employee director other than Senator Kerrey held 1,551 unvested RSUs. As of December 31, 2024, Senator Kerrey held 1,939 unvested RSUs. All other RSUs held by the non-employee directors as of December 31, 2024 were fully vested. |
Compensation Plans Applicable to Directors
Stock Incentive Plans
Each non-employee director receives an annual award under our 2019 Stock Incentive Plan of RSUs that is meant to compensate the director for service on the Board beginning on the date of that year’s annual shareholders meeting and ending on the date of the following year’s annual shareholders meeting. These grants are typically made on the first business day following the annual shareholders meeting and vest on the first anniversary of the grant date or, if earlier, the director’s death or disability (unless deferred under the Special RSU Deferral Plan, discussed below). Beginning in 2024, non-employee directors may elect to receive settlement of up to 37% of their RSUs (including previously granted RSUs) in cash rather than shares of our stock.
Special RSU Deferral Plan
We adopted the Special RSU Deferral Plan to permit directors to defer the settlement of their annual RSU grants under our 2019 Stock Incentive Plan for a period of five years as provided under the terms of the award agreement. In the event of a change of control of the Company, the RSUs will be settled on the subsequent deferral date irrespective of whether the underlying award agreement would provide for earlier settlement by reason of such change in control. As of the record date, Admiral Cecil Haney, Senator J. Robert Kerrey, Richard Mark and Nadja West were the only directors who elected to defer settlement of RSU grants pursuant to the terms of the Special RSU Deferral Plan.
2006 Deferred Compensation Plan
Under our 2006 Deferred Compensation Plan (DCP), directors and eligible employees may defer all or a portion of their compensation paid during a given calendar year. For directors, compensation is defined as cash compensation from retainers, meeting fees and committee fees. Senator Roy Blunt was the only non-employee director who participated in the DCP in 2024. A more complete description of the DCP can be found under “Nonqualified Deferred Compensation—Deferred Compensation Plan” beginning on page 68.
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Director Compensation
Director Stock Ownership and Retention Requirements
The Board has adopted stock ownership and retention requirements that require each non-employee director with more than one year of service on the Board to own shares of our stock. In addition, each non-employee director is required to own shares of our stock with a value equal to five times the annual cash retainer within five years after the date on which the director joins the Board. Directors who have not satisfied their ownership requirements must retain 100% of any “net shares” received upon the exercise of stock options and the vesting of restricted stock or RSUs until such time as the requirements are met. For this purpose, “net shares” means the number of shares received upon exercise of stock options or upon vesting of restricted stock or RSUs less the number of shares sold or deducted to pay the exercise price (in the case of options), withholding taxes and any brokerage commissions. A detailed discussion of these requirements can be found under “Stock Ownership and Retention Requirements” beginning on page 59. As of the record date, all of our non-employee directors were in compliance with the requirements or within the applicable period to come into compliance.
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Executive Officers
Biographical information for the executive officers of the Company is set forth below. Biographical information for Dr. Sutaria can be found under “Nominees for Election to the Board of Directors” beginning on page 7.
Paola M. Arbour
Executive Vice President and Chief Information Officer
Age: 61
Ms. Arbour was appointed Tenet’s Chief Information Officer in May 2018 and Executive Vice President in March 2019. In this capacity, Ms. Arbour oversees the leadership and strategic direction for Tenet’s information technology (IT) systems and identifies opportunities to support the Company’s expansive care network through the application of digital technology, data and automation, and customer experience. Ms. Arbour previously held the title of Senior Vice President from May 2018 to February 2019. Prior to Tenet, Ms. Arbour served as President at ProV International, a technology consulting firm, from November 2017 to April 2018, Vice President Services Global Delivery at ServiceNow, a software company, from July 2016 to September 2017, and as Vice President of Service Delivery at Dell Services from December 2010 to April 2016. From 1985 to 2009, Ms. Arbour held several leadership roles within IT operations at Electronic Data Systems – both at the company’s headquarters and also in London and Frankfurt. In July 2021, Ms. Arbour was appointed to the board of directors of Texas Capital Bancshares, Inc. Ms. Arbour earned her bachelor’s degree in telecommunications arts and sciences from Michigan State University.
Thomas W. Arnst
Executive Vice President, Chief Administrative Officer,
General Counsel and Corporate Secretary
Age: 62
Mr. Arnst was appointed Tenet’s Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary in April 2021. In this capacity, he leads enterprise Human Resources, Legal and Government Relations. He also serves as Chief Risk Officer. Prior to assuming these roles, Mr. Arnst served as Chief Administrative Officer, General Counsel and Corporate Secretary of our Conifer subsidiary. He has more than 30 years of experience working in leadership roles across healthcare, outsourcing and financial services, among other industries. Before joining Conifer in 2018, Mr. Arnst served as Chief Administrative Officer at Millennium Health. Previous positions also include Executive Vice President, Chief Administrative Officer, General Counsel, Head of Global Human Resources and Corporate Secretary at Expert Global Solutions. During his career, Mr. Arnst has also held executive leadership positions at Safety-Kleen, AmeriServe, RailTex and Ryder. He is a graduate of the University of Miami, where he received his Juris Doctor and his Master of Laws. He obtained his Bachelor of Business Administration degree in Finance from Florida Atlantic University.
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Executive Officers
Lisa Y. Foo
Executive Vice President, Commercial Operations
Age: 34
Ms. Foo was appointed Tenet’s Executive Vice President, Commercial Operations in March 2022. In this capacity, Ms. Foo leads several enterprise functions including strategy, business development, marketing, data and analytics, and procurement. She previously served as Vice President, Chief Commercial and Strategy Officer from April 2019 to March 2022. Prior to that, Ms. Foo held various positions at McKinsey & Company, a global management consulting firm, including Associate Partner from 2017 to 2019 in the San Francisco office. She earned her Bachelor of Science in Biological Engineering from Massachusetts Institute of Technology.
Sun Park
Executive Vice President and Chief Financial Officer
Age: 49
Mr. Park was appointed Tenet’s Chief Financial Officer in January 2024 and Executive Vice President in July 2023. Mr. Park previously served as served as Executive Vice President and Group Chief Financial Officer for Pharmaceutical Distribution and Strategic Global Sourcing of AmerisourceBergen Corporation (“AmerisourceBergen”), a global pharmaceutical sourcing and distribution services company, beginning in September 2018. From 2012 to September 2018, Mr. Park was Executive Vice President of Strategy and Development for AmerisourceBergen. Before joining AmerisourceBergen, Mr. Park served in various leadership roles across corporate development, corporate strategy and R&D portfolio management at MedImmune, the global biologics division of AstraZeneca. Before joining MedImmune, he held positions at Charterhouse Group International and Merrill Lynch & Company. He earned a Bachelor of Arts in Economics and a Bachelor of Arts in Biochemistry from Yale University.
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Securities Ownership
Securities Ownership of Directors and Management
The table below discloses the shares, options and other securities beneficially owned by our directors and director nominees, each of our named executive officers (NEOs), and our current directors and executive officers as a group, as of March 3, 2025 (unless otherwise indicated below). No director or current executive officer has pledged any shares of our common stock.
|
|
Shares Beneficially Owned(1) | ||||||||||||||
| Name |
Shares of Common Stock(2) |
Shares Underlying Options/RSUs Exercisable Within 60 Days of March 3, 2025 |
Percent of Class as of March 3, 2025 | ||||||||||||
| Saumya Sutaria, M.D. |
368,683 |
|
|
|
* | ||||||||||
| Vineeta Agarwala, M.D., PhD |
1,562 | (3) |
|
|
|
* | |||||||||
| Paola M. Arbour |
34,309 |
|
|
|
* | ||||||||||
| Thomas W. Arnst |
25,786 |
|
|
|
* | ||||||||||
| James L. Bierman |
53,720 | (4) |
|
|
|
* | |||||||||
| Roy Blunt |
2,798 | (5) |
|
|
|
* | |||||||||
| Richard W. Fisher |
14,227 | (6) |
|
|
|
* | |||||||||
| Meghan M. FitzGerald, DrPH |
15,269 | (7) |
|
|
|
* | |||||||||
| Lisa Y. Foo |
28,878 |
|
|
|
* | ||||||||||
| Cecil D. Haney |
14,535 | (8) |
|
|
|
* | |||||||||
| J. Robert Kerrey |
36,903 | (9) |
|
|
|
* | |||||||||
| Christopher S. Lynch |
14,759 | (10) |
|
|
|
* | |||||||||
| Richard J. Mark |
33,303 | (6) |
|
|
|
* | |||||||||
| Sun Park |
2,685 | 20,707 | (11) | * | |||||||||||
| Tammy Romo |
61,280 | (12) |
|
|
|
* | |||||||||
| Stephen H. Rusckowski |
3,682 | (13) |
|
|
|
* | |||||||||
| Nadja Y. West, M.D. |
29,680 | (14) |
|
|
|
* | |||||||||
| Current executive officers and directors as a group (17 persons) |
742,059 | (15) | 20,707 | 0.81 | % | ||||||||||
| * | Less than 1%. |
| (1) | Except as indicated, each individual named has sole control as to investment and voting power with respect to the securities owned. |
| (2) | As noted below, the totals in this column for each non-employee director include RSUs granted under the terms of our stock incentive plans. These RSUs are settled in shares of our common stock either upon termination of service or upon the third anniversary of the date of grant. |
| (3) | Represents 1,562 RSUs. |
| (4) | Includes 12,070 RSUs. |
| (5) | Represents 2,798 RSUs. |
| (6) | Includes 12,128 RSUs. |
| (7) | Includes 9,353 RSUs. |
| (8) | Includes 8,890 RSUs. |
| (9) | Includes 9,396 RSUs. |
| (10) | Includes 10,521 RSUs. |
| (11) | Represents 20,707 RSUs that vest in full upon Mr. Park’s relocation of his primary residence to the Dallas, Texas area, provided that such relocation is completed by September 1, 2025. |
| (12) | Includes 8,829 RSUs. |
| (13) | Represents 3,682 RSUs. |
| (14) | Includes 10,084 RSUs. |
| (15) | Includes RSUs granted to non-employee directors. |
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Securities Ownership
Securities Ownership of Certain Shareholders
Based on reports filed with the SEC, each of the following entities owns more than 5% of our outstanding common stock as of the dates indicated below. We know of no other entity or person that beneficially owns more than 5% of our outstanding common stock.
| Name and Address |
Number of Shares Beneficially Owned |
Percent of Class as of March 3, 2025 | ||||||||
| The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 |
11,110,396 | (1) | 11.75 | % | ||||||
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 |
10,881,666 | (2) | 11.51 | % | ||||||
| FMR LLC 245 Summer Street Boston, MA 02210 |
7,700,693 | (3) | 8.14 | % | ||||||
| T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 |
7,468,372 | (4) | 7.90 | % | ||||||
| Invesco Ltd. 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309 |
5,422,099 | (5) | 5.73 | % | ||||||
| (1) | Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc., on behalf of itself and its named subsidiaries and affiliates (collectively, “Vanguard”), as of December 29, 2023. Vanguard reported sole voting power with respect to 0 of the shares indicated above, shared voting power with respect to 38,659 of the shares indicated above, sole dispositive power with respect to 10,969,187 of the shares indicated above and shared dispositive power with respect to 141,209 of the shares indicated above. |
| (2) | Based on a Schedule 13G/A filed with the SEC on February 2, 2024 by BlackRock, Inc., on behalf of itself and its named subsidiaries and affiliates (collectively, “BlackRock”), as of December 31, 2023. BlackRock reported sole voting power with respect to 10,528,387 of the shares indicated above and sole dispositive power with respect to all of the shares indicated above. |
| (3) | Based on a Schedule 13G filed with the SEC on November 12, 2024 by FMR LLC, along with certain of its subsidiaries and affiliates, and other companies (collectively, “FMR”), as of September 30, 2024. FMR reported sole voting power with respect to 7,663,206 of the shares indicated above and sole dispositive power with respect to all of the shares indicated above. Abigail P. Johnson is a Director, the Chairman, and the Chief Executive Officer of FMR. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR. |
| (4) | Based on a Schedule 13G filed with the SEC on November 14, 2024 by T. Rowe Price Associates, Inc. (T. Rowe Price), as of September 30, 2024. T. Rowe Price reported sole voting power with respect to 7,277,100 of the shares indicated above and sole dispositive power with respect to all of the shares indicated above. |
| (5) | Based on a Schedule 13G filed with the SEC on February 9, 2024 by Invesco Ltd. (Invesco), as of December 29, 2023. Invesco, together with certain of its subsidiaries and in its capacity as a parent holding company to its investment advisors, reported sole voting power with respect to 5,298,784 shares and sole dispositive power with respect to all of the shares indicated above. |
| 2025 PROXY STATEMENT |
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Compensation Discussion & Analysis
This Compensation Discussion and Analysis (CD&A) describes our executive compensation programs, our process for determining executive compensation and the compensation paid to the following NEOs for 2024:
| Named Executive Officer |
Title | |
| Saum Sutaria |
Chairman and Chief Executive Officer | |
| Sun Park |
Executive Vice President and Chief Financial Officer | |
| Tom Arnst |
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | |
| Lisa Foo |
Executive Vice President, Commercial Operations | |
| Paola Arbour |
Executive Vice President and Chief Information Officer | |
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Overview
2024: Transforming our Company to Advance our Strategy and Mission to Expand Quality, Compassionate Care
In 2024, Tenet was substantially transformed through the divestiture of 14 hospitals and related operations and the addition of nearly 70 ambulatory surgery centers. We delivered outstanding operating results driven by strong revenue growth and disciplined cost management, which demonstrates the commitment of our colleagues across the enterprise and our focus on providing quality, compassionate care to the communities we serve. Our Ambulatory Care segment grew through the expansion of service lines, accretive acquisitions and de novo development. In addition, we continue to grow and enhance high-acuity services at our hospitals, including cardiovascular, neurosciences, surgical services and trauma to meet the elevated demand environment.
| Operational Excellence Our results in 2024 demonstrate our focus on operational excellence. We advanced our high-acuity strategy in our hospital business, leveraging data and analytics to reduce contract labor costs and effectively manage operating costs. Our consolidated adjusted EBITDA margins continued to improve, reflecting our diversified portfolio and our operational efficiency. |
Financial Performance We delivered outstanding results across our portfolio in 2024. Adjusted EBITDA grew 13% over 2023, despite the loss of EBITDA from hospital divestitures during the year. These results were driven by strong volume growth, pricing yield and disciplined operations that enabled us to manage operating costs. |
Expanded Ambulatory Care We added nearly 70 ambulatory surgery centers to our portfolio through acquisitions and the opening of de novo facilities through a continued focus on business development. Many of these new centers specialize in higher-acuity services, including orthopedics, and represent attractive additions to our portfolio. | ||||
| Portfolio Transformation and Retired Debt During 2024, we divested 14 hospitals and related operations for gross proceeds of $4.9 billion. We utilized these proceeds to deleverage the balance sheet, retiring approximately $2.1 billion aggregate principal amount of certain of our senior secured first lien notes. As of December 31, 2024, our leverage ratio was 2.54x Adjusted EBITDA. |
Workforce Development We effectively managed labor costs by increasing our new graduate hiring pipeline through nursing school relationships, strengthening our internal clinical bench, and delivering facility level workforce targets. We employed agile frontline staffing models to optimize utilization of skills from entry level to higher specialty competencies. Our system-wide wholistic retention strategy continued to drive facility level accountability to execute leading practices, improve manager quality, and reduce turnover. |
Clinical Quality and Patient Safety We continue to execute our disciplined strategy to prevent life-threatening infections and injuries and deliver high-quality care to our patients. In 2024, we delivered improvements in the metrics we track for patient safety and quality care. Our commitment to quality is driving a strong patient experience and continued improvement. |
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Strong Long-Term Performance
2024 Compensation Program Highlights
|
2024 Annual Incentive Plan Payouts |
In February 2025, the HR Committee approved final payouts under our 2024 Annual Incentive Plan, with corporate performance achieved at 200% of target. Final payouts for our NEOs ranged from 220% to 300% of target payout levels after application of each officer’s individual performance multiplier. | |
| 2024 LTI Program Awards | In February 2024, the HR Committee approved 2024 Long-Term Incentive (LTI) awards for executive officers comprised of the following RSUs:
• 50% time-based awards vesting ratably over three years (40% for Dr. Sutaria); and
• 50% performance-based awards earned over a three-year period based on the achievement of Adjusted EPS* and Adjusted Free Cash Flow* minus cash distributions paid to noncontrolling interests (“NCI”) (Adjusted FCF Less NCI) (60% for Dr. Sutaria). These performance metrics are established at the start of each year of the three-year performance period subject to a cumulative three-year relative total shareholder return (“Relative TSR”) performance multiplier. | |
| 2022 Performance Based RSUs |
In February 2025, the HR Committee certified final achievement of the 2022 performance-based RSUs granted to the NEOs, with such awards earned at 199.7% of target as a result of exceeding the target Adjusted EPS goal for 2022, below threshold achievement for the Adjusted FCF Less NCI goal for 2022, exceeding the maximum target for each applicable performance goal for 2023 and 2024, and cumulative Relative TSR ranking first against three direct competitors, resulting in application of the +25% multiplier. | |
| * | See Appendix A for definitions of Adjusted EPS and Adjusted Free Cash Flow; cash distributions paid to NCI are as reflected on the Company’s consolidated statements of cash flows. |
2024 Say-on-Pay Vote
Our annual Say-on-Pay vote is one of our opportunities to receive feedback from shareholders regarding our executive compensation program, and the HR Committee takes the result of this vote into account when shaping the compensation program for the Company’s NEOs. At our 2024 Annual Meeting, the Say-on-Pay proposal received over 96% approval, demonstrating ongoing strong support for our executive compensation program. In light of this continued shareholder support, our HR Committee did not make any changes to the structure of our executive compensation program as a result of the 2024 vote.
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Best Practices Support Strong Compensation Governance
We maintain the following best practices so that our governance of executive compensation reflects our pay-for-performance philosophy and aligns the interests of our executives and shareholders.
| Actively engage with investors |
Emphasize pay-for-performance | |||||
| Maintain stock ownership and retention |
No backdating stock option grants or repricing of underwater stock options without shareholder approval | |||||
| Conduct annual compensation risk assessments |
Retain an independent compensation consultant | |||||
| Cap payouts under our annual incentive plans and |
Directors and executive officers cannot hedge or | |||||
| No excise tax gross-ups on change-in-control |
No current dividend payments on unvested equity awards | |||||
| No excessive perquisites |
|
| ||||
Compensation Elements Link Pay with Performance
The following table outlines the primary components of our NEOs’ 2024 compensation packages:
| Element | Description | Purpose | ||
|
Base Salary |
• Fixed cash compensation set annually
• Based on market data, individual performance, internal pay equity, and the scope and complexity of the officer’s role |
• Attracts and retains talented executives with competitive fixed pay | ||
|
Annual Incentive Plan |
• Compensation tied to achievement of annual performance goals
• Target award amounts increase with executive’s level of influence on business outcomes and reflect individual performance and internal equity |
• Motivates and rewards executives for meeting or exceeding annual goals that drive long-term growth
• Challenging, objective performance metrics set annually based on the Company’s business plans | ||
| Long-Term Incentive Compensation | ||||
|
Performance-
|
• Performance-based RSUs cliff vest after a three-year performance period based one-half on Adjusted EPS* and one-half on Adjusted FCF Less NCI*; these goals are established at the beginning of each year within the three-year performance period
• Relative TSR multiplier is measured over the full three-year performance period and may reduce or increase earned payouts by 25%
• Represents 60% of Dr. Sutaria’s 2024 target LTI awards and 50% of each other NEO’s 2024 target LTI award |
• Establishing goals for each year of the three-year performance period provides the Company with flexibility to ensure goals remain relevant and challenging throughout the performance period and avoids awards that have weakened retentive value in the event of a single year of below-threshold performance or windfall value in the event of a single year of superior performance
• Applying the Relative TSR multiplier over the full performance period strengthens long-term shareholder alignment and motivates our executives to achieve long-term share price appreciation | ||
|
Time-Based RSUs
|
• Time-based RSUs vest ratably over three years based on continued service
• Represents 40% of Dr. Sutaria’s 2024 target LTI awards and 50% of each other NEO’s 2024 target LTI award |
• Aligns economic interests of executives and shareholders through equity ownership
• Provides strong retentive value | ||
| * | See Appendix A for definitions of Adjusted EPS and Adjusted Free Cash Flow; cash distributions paid to NCI are as reflected on the Company’s consolidated statements of cash flows. |
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Detailed Description and Analysis
Dr. Sutaria Employment Agreement
On January 23, 2025, we entered into an amended and restated employment agreement with Dr. Sutaria (the “Sutaria Agreement”), which replaced his prior amended and restated employment agreement with the Company (the “Prior Sutaria Agreement”). The Sutaria Agreement provides for an initial term commencing on the effective date and concluding December 31, 2028, with automatic extensions for successive one-year terms unless either party provides advance notice of an intention not to renew and subject to earlier termination in accordance with the terms of the agreement. The Sutaria Agreement provides for (i) an annual base salary of $1,500,000 (subject to increases from time to time), (ii) a target annual incentive bonus under the AIP beginning in 2025 of no less than 200% of Dr. Sutaria’s base salary and (iii) an annual Company contribution to the Company’s Executive Retirement Account (a non-qualified deferred compensation plan described further on page 69) of no less than $250,000.
The Sutaria Agreement also provides for the grant of a one-time LTI award with a target value of $18 million as a signing and retention incentive on the effective date. The retention LTI award was granted 40% in time-based RSUs that vest ratably over four years based on continued service and 60% in performance-based RSUs that vest at 0% to 250% of target following a four-year performance period beginning January 1, 2025 and ending December 31, 2028. The performance-based RSUs will be subject to achievement of the same annual performance metrics applicable to the annual performance-based RSUs for each year during the performance period, subject to a cumulative four-year Relative TSR performance modifier. Dr. Sutaria will also continue to be eligible to receive annual awards of equity and other LTI awards, which will vest on the same basis as equity and other LTI awards granted to other Company executives.
The Sutaria Agreement includes severance payments and benefits in the event of a qualifying termination, which are unchanged from the severance payments and benefits provided under the Prior Sutaria Agreement, as described in further detail on page 69.
2024 Compensation Decisions
Base Salary
Base salary provides our NEOs with a fixed base annual income and helps us attract and retain high-performing executives. The HR Committee sets base salaries for the NEOs each year considering individual performance reviews, internal pay equity considerations, the scope and complexity of the executive’s role, and an assessment of peer group and market survey data provided by our independent compensation consultant. In consideration of the data provided by our independent compensation consultant, no changes were made to base salaries for our NEOs for 2024.
| Named Executive Officer |
Annual Base Salary (as of December 31, 2024) | ||||
| Saum Sutaria |
$ | 1,500,000 | |||
| Sun Park |
$ | 700,000 | |||
| Tom Arnst |
$ | 650,000 | |||
| Lisa Foo |
$ | 650,000 | |||
| Paola Arbour |
$ | 550,000 | |||
Annual Incentive Plan
Our Annual Incentive Plan (AIP) provides annual cash incentives to our executives that drive financial, operational and individual performance. The program is designed to motivate executives to meet objectives that matter to our investors and align with the Company’s long-term strategy. To that end, the HR Committee selects financial and operational metrics that our executives are
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able to directly influence with challenging targets so that, in order to pay out, the Company must meet the goals communicated to shareholders. The AIP also includes (i) an individual performance component to focus directly on the contributions of each NEO and to reflect performance on qualitative factors like leadership, integrity, promotion of Company values, and positive influence on Company culture, and (ii) a quality and compliance multiplier that promotes a culture of quality and compliance by rewarding or penalizing executives for clinical events, adherence to policies and procedures, and audit results. Final individual payouts under the AIP are determined as follows:
2024 Target Annual Incentive Award Levels for Named Executive Officers
In 2024, the HR Committee approved the following target bonus award levels for each NEO. In consideration of the data provided by our independent compensation consultant, no changes were made to target bonuses for the 2024 AIP.
| Named Executive Officer |
Target Award Relative to Base Salary | ||||
| Saum Sutaria |
150 | % | |||
| Sun Park |
100 | % | |||
| Tom Arnst |
75 | % | |||
| Lisa Foo |
75 | % | |||
| Paola Arbour |
75 | % | |||
2024 AIP Performance Metrics and Results
Funding for the 2024 AIP pool was based on the Company’s total annual Adjusted EBITDA (weighted 70%) and Adjusted FCF Less NCI (weighted 30%). Payout of each of these metrics could range from 0% to 200% depending on performance.
The HR Committee continued to use Adjusted EBITDA as the most significant metric because it remains the primary measure used by financial analysts and investors to judge the Company’s financial performance. The HR Committee also continued to use Adjusted FCF Less NCI as a metric because it captures the Company’s ability to sustainably generate cash that can be used for the Company’s long-term strategic goals, which may include acquisitions, investments in joint ventures, and/or repurchases of outstanding equity or debt securities, as well as other general corporate purposes. Furthermore, free cash flow generation allows the Company to fund growth without raising additional debt and can also be used to retire existing indebtedness, both of which enhance long-term shareholder value. Given the importance of Adjusted FCF Less NCI to both short-term and long-term value creation for shareholders, the HR Committee decided to continue using it in both the 2024 AIP and LTI programs.
The HR Committee is focused on establishing corporate performance metrics that are challenging, but achievable, and in line with the Company’s public outlook guidance, with the threshold level based on the low end of the range provided and the maximum level based on the high end of the range provided. As a result, targets for 2024 were set below 2023 results in light of anticipated reductions from certain hospital divestitures and reductions in government program payments, including the expiration of COVID-19 relief programs.
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The Adjusted EBITDA and Adjusted FCF Less NCI threshold, target and maximum levels and actual performance, as well as the final funding pool, are set forth below:
| Metric |
Threshold Target Maximum Level Level Level |
Actual Performance |
Percentage of Target |
Weighted Payout | ||||||||||
| Adjusted EBITDA(1) |
$3.995 B | 200% | 140% | |||||||||||
| Adjusted FCF Less NCI(2) |
$588 M | 200% | 60% | |||||||||||
| Final Funding Pool |
|
|
|
|
|
|
200% of Target | |||||||
| (1) | See Appendix A for definition of Adjusted EBITDA. |
| (2) | Adjusted Free Cash Flow (see Appendix A for definition) minus cash distributions paid to NCI as reflected on the Company’s consolidated statements of cash flows and actual performance reflects adjustments made at the discretion of the HR Committee after considering certain items that impacted cash flows in 2024. |
Individual Performance Modifiers
After completion of the fiscal year, the HR Committee undertakes a robust individual performance review for our executive officers. These reviews allow the HR Committee to incorporate into the AIP program certain quantitative and qualitative elements tailored specifically to each executive’s role and circumstances. These reviews also allow the HR Committee to take into consideration factors such as integrity, promotion of Company values, and a positive influence on Company culture, which further the Company’s business objectives and strategies. The result is an individual performance multiplier applied to the calculated AIP amount that can range from 0% to 150%. The ratings are calibrated across the entire Company to ensure the AIP funding pool remains fixed.
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For the Chairman and CEO, the HR Committee gathers feedback from select members of management and discusses the performance of the officer with the other independent members of the Board in executive session. For reviews of other executive officers, the Chairman and CEO provides the HR Committee a detailed evaluation and recommendation based in part on a self-assessment completed by each executive officer.
The HR Committee applied the following performance modifiers for our NEOs based on the material factors provided below.
| Named Executive Officer |
Individual Performance Multiplier |
Performance Review Summary | |||||
|
Dr. Sutaria |
|
150% |
|
• Continued to drive key strategic and operating goals as part of the Company’s continuing transformative growth strategy
• Led delivery of continued strong financial and operating performance through sustained data-driven, disciplined management and strong operational execution
• Continued to strengthen the Company’s leadership team to drive a high-performance culture committed to quality, safety and compliance | |||
|
Mr. Park |
|
110% |
|
• Led the continued strengthening of finance talent, systems, and processes to support the growth and portfolio transformation of the Company
• Continued to strengthen the liquidity and capital structure of the Company through disciplined capital allocation, cashflow management, and retirement of debt
• Provided leadership in achievement of the Company’s 2024 Adjusted EBITDA and Adjusted Free Cash Flow budgeted targets and demonstrated strong growth in 2024 financial results over the prior year | |||
|
Mr. Arnst |
|
150% |
|
• Continued to lead the strengthening of our legal and human resources teams to further optimize performance and results
• Drove the ongoing streamlining of our legal and human resources functions as part of our continuing enterprise service delivery model and external spend cost management
• Championed the continuing shift of service functions to the GBC with over 4,000 roles successfully transitioned as of the end of 2024, as well as positioning the GBC for continued success | |||
|
Ms. Foo |
|
150% |
|
• Led the continued strengthening of Commercial Operations teams and capabilities to enable the Company’s strategic and operations priorities, supporting strong performance in 2024
• Advanced strategic capital deployment, physician engagement, and service line development across markets to support high-quality, high-acuity growth across care delivery services
• Furthered enterprise initiatives in support of the Company’s efficiency agenda and data-driven operating model, including advanced analytics and AI enablement | |||
|
Ms. Arbour |
|
125% |
|
• Decommissioned all legacy data centers, consolidating four sites to one with integrated secure software networks; commensurate with launching cloud-enabled telephony and secure wireless capabilities across acute care hospitals
• Completed enterprise-wide deployment of Cybersecurity cloud software for risk management, identity protection, and AI-enabled security, industrializing protections across the Company
• Further consolidation of the technology support model across Tenet, Conifer, USPI, and TPR with standard services, governance and operations, enabling efficiencies, measurable KPIs and consistent experience | |||
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Quality and Compliance Modifier
Following the completion of the fiscal year, the HR Committee also reviews (i) negative hospital events that occurred during the prior year, such as any patterns of serious safety events and multiple condition level deficiencies during surveys, noncompliance resulting in immediate jeopardy, “needs improvement” or “unsatisfactory” audit ratings, and (ii) positive compliance and quality events, such as optimal internal audit results, optimal clinical compliance scorecard audit results and Centers for Medicare & Medicaid Services zero citation surveys. Following its review of 2024 quality and compliance performance, the HR Committee determined that no modification (positive or negative) would apply to the 2024 AIP awards to the NEOs.
2024 AIP Payouts
The table below shows target and actual AIP awards earned by each NEO for 2024.
| Named Executive Officer |
Target AIP Payout |
Calculated AIP Payout |
Individual Performance Multiplier |
Compliance Modifier |
2024 Actual AIP Payout | ||||||||||||||||||||
| Saum Sutaria |
$ | 2,250,000 | $ | 4,500,000 | 150 | % | 0 | % | $ | 6,750,000 | |||||||||||||||
| Sun Park |
$ | 700,000 | $ | 1,400,000 | 110 | % | 0 | % | $ | 1,540,000 | |||||||||||||||
| Tom Arnst |
$ | 487,500 | $ | 975,000 | 150 | % | 0 | % | $ | 1,462,000 | |||||||||||||||
| Lisa Foo |
$ | 487,500 | $ | 975,000 | 150 | % | 0 | % | $ | 1,462,000 | |||||||||||||||
| Paola Arbour |
$ | 412,500 | $ | 825,000 | 125 | % | 0 | % | $ | 1,031,250 | |||||||||||||||
Retention Bonuses
In consideration of each NEO’s contributions to the Company and to serve as a key retention incentive, the HR Committee approved the grant of cash retention bonuses of $500,000 to each NEO in June 2024. In the event the NEO resigns without good reason or is terminated for cause prior to June 21, 2026, the NEO will be required to repay the full amount of the cash retention bonus.
Long-Term Incentive Compensation
2024 Annual LTI Awards
In 2024, annual LTI compensation for executive officers was granted entirely in RSUs, comprised of time-based awards vesting ratably over three years and performance-based awards earned over a three-year performance period. In order to further enhance alignment between LTI compensation and the interests of our shareholders, the HR Committee determined that the LTI awards for the Chairman and CEO would be granted 60% in performance-based RSUs and 40% in time-based RSUs, while the LTI awards for the remaining NEOs would remain at an equal split between time-based RSUs and performance-based RSUs. The HR Committee believes that the Company’s long-term incentive compensation program provides alignment of management’s incentives with shareholder interests and encourages sustained value creation for shareholders.
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Performance-Based RSUs (60% for Dr. Sutaria; |
• Earned based on Adjusted FCF Less NCI and Adjusted EPS, with goals set annually to reflect current conditions and business strategy with below threshold (0%), threshold (50%), target (100%), and max (200%)
• Subject to Relative TSR multiplier based on performance over the entire performance period (+/- 25% based on cumulative performance versus direct peers)
| |
| Time-Based RSUs (40% for Dr. Sutaria; |
• Solely subject to service-based vesting and forfeiture conditions
• Awards directly align executive and shareholder interests while encouraging retention throughout the three-year ratable vesting cycle |
| Performance Metrics |
Rationale and Description | |
|
Adjusted Earnings Per Share |
• Key metric for our shareholders because our Adjusted EPS drives share price performance
• Measures the Company’s per-share profitability, excluding certain gains and losses | |
|
Adjusted Free Cash Flow Less NCI |
• Sustained cash flow generation allows the Company to fund objectives important to the Company’s long-term strategy without raising additional debt
• Measures the Company’s ability to generate cash flows from operations that can be used for acquisitions, capital expenditures, repurchases of outstanding equity or debt securities and/or repaying debt | |
|
Relative Total Shareholder |
• Comparing the Company’s share price performance to peer companies rewards management’s ability to deliver above-market returns to long-term shareholders
• Measures the Company’s shareholder return against its three direct publicly traded hospital company peers: Community Health Systems, HCA Healthcare and Universal Health Services
• Three-year Relative TSR multiplier applied to full three-year performance period and measured relative to the three hospital company peers named above, with the payout percentage earned for financial performance multiplied by 125% for ranking first, no change for second or third, and 75% for fourth (subject to an overall maximum payout percentage of 250% of target for 2024) | |
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2024 LTI Grant Values for Named Executive Officers
The following table summarizes the total target grant value of LTI awards granted in February 2024 to each of our NEOs. In determining target grant values for the 2024 LTI awards, the HR Committee determined to increase Dr. Sutaria’s target by approximately $2 million and the target for each of Mr. Arnst and Ms. Foo by approximately $1 million in recognition of individual performance and contributions to the Company.
| Named Executive Officer |
Performance- Based RSUs(1)(2) |
Time-Based RSUs(2) |
Total 2024 LTI Grant Value | ||||||||||||
| Saum Sutaria |
$ | 9,000,068 | $ | 6,000,045 | $ | 15,000,113 | |||||||||
| Sun Park |
$ | 1,250,061 | $ | 1,250,061 | $ | 2,500,122 | |||||||||
| Tom Arnst |
$ | 1,500,056 | $ | 1,500,056 | $ | 3,000,112 | |||||||||
| Lisa Foo |
$ | 1,250,061 | $ | 1,250,061 | $ | 2,500,122 | |||||||||
| Paola Arbour |
$ | 500,078 | $ | 500,078 | $ | 1,000,156 | |||||||||
| (1) | Assumes target level performance for the full performance-based RSU grant, which includes portions of the award for which there is not a grant date fair value for purposes of Accounting Standards Codification (ASC) Topic 718, as the applicable performance conditions had not yet been established at the time of grant. |
| (2) | Value is based on the NYSE closing price per share ($89.22) of our common stock on the date of grant (February 28, 2024). |
The Company will disclose its achievement against the applicable performance metrics for the 2024 Performance-Based RSUs following completion of the three-year performance period.
Results of 2022 LTI Awards
The performance-based RSUs granted in February 2022 were divided into three equal one-year tranches, with performance in each year measured based on Adjusted EPS performance (weighted 50%) and Adjusted FCF Less NCI performance (weighted 50%), with a multiplier based on Relative TSR measured over the full three-year performance period that adjusts the total payout by +/- 25%. These grants vested in February 2025 following the HR Committee’s certification of the Company’s achievement under the performance metrics.
The following table shows the Company’s results under the 2022 performance-based RSUs over the three-year performance period ended December 31, 2024.
|
|
|
FY 2022 |
|
FY 2023 |
|
FY 2024 | ||||||||||||||||||
| Performance Factor |
|
Threshold (0%) |
Target (100%) |
Maximum (200%) |
|
Threshold (0%) |
Target (100%) |
Maximum (200%) |
|
Threshold (0%) |
Target (100%) |
Maximum (200%) | ||||||||||||
|
|
||||||||||||||||||||||||
| Adjusted EPS
|
$5.86 | $6.45 | $7.05 | $4.68 | $5.27 | $5.85 | $5.76 | $6.33 | $6.90 | |||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||
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|
|
Result: $6.80 |
|
Result: $6.98 |
|
Result: $11.88 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
| Adjusted FCF Less NCI
|
$65M | $145M | $225M | $660M | $740M | $820M | $300M | $375M | $450M | |||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | ||||||||||||||||
|
|
|
Result: $(24)M |
|
Result: $1.183B |
|
Result: $588M | ||||||||||||||||||
| Result |
|
|
79% |
|
|
|
200% |
|
|
|
200% |
| ||||||||||||
| Relative TSR Multiplier |
|
|
|
(125% for 1st / 75% for 4th) Result: 1st Place — 125% multiplier |
|
|
|
| ||||||||||||||||
| Final Result |
|
|
|
|
|
|
199.7% |
|
|
|
|
| ||||||||||||
| 56 |
|
Table of Contents
Compensation Discussion & Analysis
The Compensation Process
Role of the Human Resources Committee
The HR Committee is comprised entirely of independent directors and makes all compensation decisions regarding our NEOs. The HR Committee considers input from (i) the other independent members of our Board, (ii) the Company’s shareholders and (iii) its independent compensation consultant. In the case of NEOs other than the Chairman and CEO, the HR Committee also considers input and recommendations from the Chairman and CEO. Otherwise, the HR Committee’s decisions regarding compensation of NEOs are made outside the presence of these officers. The HR Committee is also responsible for approving our executive compensation programs, including the performance measures used in such programs, our general compensation policies, and all new or materially amended broad-based compensation plans, as well as for generally overseeing our talent management processes and our anti-harassment policies and procedures.
Independent Compensation Consultant
The HR Committee engaged Meridian Compensation Partners, LLC (the “Consultant”) as its independent compensation consultant in 2024 to assist the HR Committee with its duties. The Consultant participated in or provided input with respect to all meetings of the HR Committee and regularly communicated with the HR Committee chair, who also serves as our Lead Director. This year, the Consultant’s services included:
| • | Providing market data, industry trends and competitive analysis relative to our peers; |
| • | Advising on the key elements of our executive compensation plans and policies; |
| • | Reviewing our compensation peer group and suggesting changes, if warranted; |
| • | Advising on the parameters for the 2024 AIP and 2024 LTI program; and |
| • | Providing recommendations on the structure and competitiveness of compensation for our Chairman and CEO. |
Subject to the approval of the HR Committee, the Consultant meets with members of management to review management’s proposed compensation recommendations to the Committee, discuss compensation trends and best practices, and review Company compensation data. Any material information the Consultant provides to management is disclosed to the HR Committee.
To safeguard the independence of the Consultant:
| • | The HR Committee retains the Consultant, determines the terms and conditions of the Consultant’s engagement, and has the sole authority to approve the Consultant’s fees and other retention terms or to terminate the engagement; |
| • | The Consultant reports directly to the HR Committee and has direct access to the HR Committee chair during and between meetings; and |
| • | The Consultant provides no services to the Company or management, except as related to executing the provisions of the HR Committee Charter, and with the knowledge and approval of the HR Committee chair. |
The HR Committee has assessed the independence of the Consultant engaged during 2024 pursuant to SEC and NYSE rules and concluded that no conflict of interest exists in connection with the Consultant’s service as an independent advisor to the Committee.
Benchmarking Against Peer Companies
Each year, the HR Committee reviews market compensation practices to evaluate the competitiveness of the Company’s pay levels and program design. Given the small number of publicly held healthcare providers and competition with not-for-profit companies, the HR Committee relies on a blend of peer group and market data to survey market practices. The HR Committee uses the peer group to assess whether executive officer pay levels are aligned with Company performance on a relative basis and considers the “market median” to be a helpful benchmark in setting compensation levels for our executive officers.
2024 Peer Group
The Company currently has only three direct, publicly traded hospital company peers: Community Health Systems, Inc., HCA Healthcare, Inc. and Universal Health Services, Inc. As a result, in consultation with the Consultant, the HR Committee followed an objective selection process that looked to related industry segments with companies approximating Tenet in revenues, market capitalization, enterprise value and number of employees to ensure we retained a sufficiently large and appropriate peer group. In connection with the HR Committee’s review in August 2023, no changes were made for Tenet’s peer group for 2024.
| 2025 PROXY STATEMENT |
57 |
Table of Contents
Compensation Discussion & Analysis
| Direct Peers • Community Health Systems • HCA Healthcare • Universal Health Services |
Additional Peers • Baxter International • Becton, Dickinson and Company • Boston Scientific • DaVita • Encompass Health • Henry Schein |
• Humana • LabCorp • Molina Healthcare • Quest Diagnostics • Select Medical • Stryker |
|
The following chart illustrates Tenet’s size compared to the 2024 peer group median of revenues, enterprise value and number of employees, using data provided to the HR Committee by the Consultant in August 2023.
|
Market Survey Data
For 2024 compensation decisions, the HR Committee reviewed additional compensation data from the 2023 Willis Towers Watson U.S. Compensation Database survey, which includes for-profit, general industry companies with targeted annual revenue ranging from $10 billion to $20 billion. The Consultant compiles data from this survey relating to compensation levels for Tenet executive officers against the compensation levels for executives holding similar positions at other companies. The Consultant then presents the data to the HR Committee in aggregated form, and the identity of the companies comprising the survey data is not disclosed to, or considered by, the HR Committee in its decision-making process.
Other Compensation, Benefits and Considerations
Perquisites
Perquisites for our NEOs are limited and generally represent an immaterial element of our executive compensation program. They largely consist of life insurance premiums, Company contributions to retirement programs available to other senior officers, and limited personal use of Company aircraft. We do not provide our NEOs with any other significant perquisites.
The Prior Sutaria Agreement and the Sutaria Agreement require Dr. Sutaria to reimburse us for any personal use of the corporate aircraft above 100 hours per year, and our aircraft usage policy allows the Chairman and CEO to approve limited personal use of Company aircraft by certain other Company executives. In 2024, Dr. Sutaria’s personal use of the corporate aircraft totaled approximately 30 hours. The unreimbursed incremental cost of his use is disclosed in the 2024 Summary Compensation Table on page 62.
Executive Severance Plan
The Tenet Executive Severance Plan (ESP) applies to certain of our NEOs in addition to other senior managers and officers of the Company. The ESP provides cash severance and other benefits that vary by position level, consistent with market practice. ESP participants do not receive gross-ups of excise taxes that may be incurred upon a change of control.
| 58 |
|
Table of Contents
Compensation Discussion & Analysis
Each of the NEOs, other than Dr. Sutaria, would have been eligible to receive severance benefits under the ESP had they experienced a qualifying termination during 2024. The severance periods for the Company’s NEOs under the ESP were determined by the HR Committee based on (1) past company practice, (2) competitive data the Consultant provided regarding the severance periods in place for executives of similar-sized companies and other healthcare peers, and (3) the HR Committee’s analysis of the financial impact of various severance compensation scenarios on each of these executives and the Company.
Provisions in the ESP and related severance agreements regarding non-competition, confidentiality, non-disparagement and non-solicitation as a condition of receipt of severance benefits under the ESP remain in effect for at least the period during which the severed executive is entitled to receive severance payments.
A more detailed description of the ESP is contained in “Potential Payments Upon Termination or Change of Control” beginning on page 69.
Employee Benefits
Our NEOs participate in the Company’s broad-based benefit programs generally available to all employees, including our 401(k) Retirement Savings Plan (401(k) Plan), as well as health and dental and various other insurance plans, including disability and life insurance. These benefits are consistent with providing a total pay program that is sufficiently competitive with our peer companies to attract and retain highly qualified personnel.
Executive Retirement Programs
Our NEOs also participate in our Executive Retirement Account (ERA) and our Sixth Amended and Restated Tenet 2006 Deferred Compensation Plan (Deferred Compensation Plan or DCP). None of our NEOs participate in our frozen Supplemental Executive Retirement Plan (SERP). These programs are designed to provide retirement benefits to participating management-level employees, whose retirement benefits under our tax-qualified programs are otherwise limited under provisions of the Internal Revenue Code. Additional information regarding these programs is provided in the narrative discussion under “Nonqualified Deferred Compensation” beginning on page 68.
Compensation Governance Practices
Stock Ownership and Retention Requirements
The Board has adopted stock ownership and stock retention requirements for our non-employee directors and all Company officers with the title of Senior Vice President and above to further align their economic interests with those of our shareholders. The ownership requirements must be met within five years from the date on which an individual becomes a director or senior officer, with two-year extensions in the event of a promotion.
Each senior officer is required to own shares of our stock with a value equal to the following multiple of his or her base salary:
| Executive Level |
Market Value of Stock as a Multiple of Base Salary | |
| Chairman and Chief Executive Officer |
6x | |
| President or Chief Operating Officer |
4x | |
| Executive Vice Presidents |
2x | |
| Senior Vice Presidents |
1x | |
Shares counted toward the stock ownership requirements include: (i) shares of common stock held of record or in a brokerage account by the individual or his or her spouse; (ii) unvested time-based restricted stock or RSUs; and (iii) stock units credited under deferred compensation plans. Outstanding stock options and unearned performance-based RSUs do not count toward satisfaction of the ownership requirements.
If a director or senior officer does not meet the applicable ownership requirements, he or she must retain 100% of any “net shares” received upon the exercise of stock options and the vesting of restricted stock or RSUs until such time as the
| 2025 PROXY STATEMENT |
59 |
Table of Contents
60 |
|
Table of Contents
Human Resources Committee Report
Our Human Resources Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and these discussions, the HR Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and included in this Proxy Statement.
Members of the Human Resources Committee
J. Robert Kerrey, Chair
Vineeta Agarwala, M.D, PhD
Richard W. Fisher
Christopher S. Lynch
Richard J. Mark
Tammy Romo
Stephen H. Rusckowski
| 2025 PROXY STATEMENT |
61 |
Table of Contents
Executive Compensation Tables
2024 Summary Compensation Table
The following table summarizes the compensation for the years ended December 31, 2024, 2023 and 2022 for our NEOs. Mr. Park became a NEO for the first time in 2024.
| Name and Principal Position |
Year | Salary ($) |
Bonus ($)(1) |
Stock Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||||||||||||||
| Saum Sutaria Chairman and Chief Executive Officer |
2024 | 1,500,000 | 500,000 | 15,113,930 | 6,750,000 | 797,623 | 24,661,553 | |||||||||||||||||||||
| 2023 | 1,500,000 | -0- | 10,130,393 | 6,300,000 | 587,717 | 18,518,109 | ||||||||||||||||||||||
| 2022 | 1,441,154 | -0- | 6,847,258 | 2,340,000 | 418,716 | 11,047,128 | ||||||||||||||||||||||
| Sun Park EVP and Chief Financial Officer |
2024 | 700,000 | 500,000 | 1,708,608 | 1,540,000 | 247,881 | 4,696,489 | |||||||||||||||||||||
| Tom Arnst EVP, Chief Administrative Officer, General Counsel and Corporate Secretary |
2024 | 650,000 | 500,000 | 3,037,404 | 1,462,500 | 168,454 | 5,818,358 | |||||||||||||||||||||
| 2023 | 650,000 | -0- | 1,614,898 | 1,267,500 | 139,900 | 3,672,298 | ||||||||||||||||||||||
| 2022 | 639,712 | 181,500 | 1,369,445 | 507,000 | 152,893 | 2,850,550 | ||||||||||||||||||||||
| Lisa Foo EVP, Commercial Operations |
2024 | 650,000 | 500,000 | 2,348,349 | 1,462,500 | 200,661 | 5,161,510 | |||||||||||||||||||||
| 2023 | 650,000 | -0- | 1,150,146 | 1,267,500 | 167,860 | 3,235,506 | ||||||||||||||||||||||
| 2022 | 630,385 | 150,000 | 684,713 | 507,000 | 158,998 | 2,131,096 | ||||||||||||||||||||||
| Paola Arbour EVP and Chief Information Officer |
2024 | 550,000 | 500,000 | 1,177,043 | 1,031,250 | 121,390 | 3,379,683 | |||||||||||||||||||||
| 2023 | 550,000 | -0- | 807,541 | 990,000 | 119,900 | 2,467,441 | ||||||||||||||||||||||
| 2022 | 540,192 | -0- | 684,713 | 363,000 | 119,171 | 1,707,076 | ||||||||||||||||||||||
| (1) | Values in this column for 2024 represent cash retention bonuses paid in June 2024. |
| (2) | Values in this column for 2024 represent the grant date fair value of time-based RSUs and performance-based RSUs calculated in accordance with ASC Topic 718. We calculate the grant date fair value of time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $89.22 on February 28, 2024. For purposes of the performance-based RSUs, only the first one-third tranche of the performance-based RSUs granted in February 2024 (the “2024 PRSUs”), only the second one-third tranche of the performance-based RSUs granted in 2023 (the “2023 PRSUs”) and only the last one-third tranche of the performance-based RSUs granted in 2022 (the “2022 PRSUs”), each of which vests based on 2024 performance (subject to the three-year Relative TSR multiplier), are reflected in this column for 2024. The grant date fair values per unit of these performance-based RSUs are set forth below, which were determined assuming target performance for the financial measures and using a Monte Carlo simulation including the assumptions set forth below: |
|
|
Grant Date Stock Price |
Simulation Term | Volatility | Dividend Yield | Risk-Free Investment Rate |
Grant Date Fair Value | ||||||||||||||||||||||||
| First Tranche of 2024 PRSUs |
$ |
89.22 |
|
2.84 years |
|
48.05 |
% |
|
0.00 |
% |
|
4.42 |
% |
$ |
98.19 |
| ||||||||||||||
| Second Tranche of 2023 PRSUs |
$ |
89.02 |
|
1.89 years |
|
52.13 |
% |
|
0.00 |
% |
|
4.45 |
% |
$ |
104.50 |
|||||||||||||||
| Third Tranche of 2022 PRSUs |
$ |
89.02 |
|
0.90 years |
|
34.86 |
% |
|
0.00 |
% |
|
4.85 |
% |
$ |
95.42 |
|||||||||||||||
| If maximum performance were assumed, the performance-based RSUs included in these totals for 2024 would be as set forth in the following table. |
|
|
Sutaria |
Park |
Arnst |
Foo |
Arbour |
|||||||||||||||
| First Tranche of 2024 PRSUs |
|
7,500,056 |
|
|
1,041,644 |
|
|
1,249,972 |
|
|
1,041,644 |
|
|
416,657 |
| |||||
| Second Tranche of 2023 PRSUs |
|
7,287,533 |
|
|
N/A |
|
|
1,121,251 |
|
|
840,838 |
|
|
560,626 |
| |||||
| Third Tranche of 2022 PRSUs |
|
3,750,591 |
|
|
N/A |
|
|
750,261 |
|
|
375,130 |
|
|
375,130 |
| |||||
| 62 |
|
Table of Contents
Executive Compensation Tables
| (3) | This column reflects cash awards earned under our AIP for performance in the relevant year. |
| (4) | Amounts shown in this column for 2024 include the following: |
|
|
Sutaria |
Park |
Arnst |
Foo |
Arbour |
|||||||||||||||
| Matching contributions under our 401(k) Plan |
|
10,350 |
|
|
10,350 |
|
|
10,350 |
|
|
10,350 |
|
|
10,350 |
| |||||
| Matching contributions under our 2006 DCP |
|
250,442 |
|
|
24,231 |
|
|
21,563 |
|
|
58,838 |
|
|
-0- |
| |||||
| Company contributions under our ERA |
|
375,000 |
|
|
140,000 |
|
|
130,000 |
|
|
130,000 |
|
|
110,000 |
| |||||
| Personal use of company aircraft* |
|
161,033 |
|
|
-0- |
|
|
-0- |
|
|
231 |
|
|
-0- |
| |||||
| Other perquisites and benefits** |
|
798 |
|
|
73,300 |
|
|
6,541 |
|
|
1,242 |
|
|
1,040 |
| |||||
| Total |
|
797,623 |
|
|
247,881 |
|
|
168,454 |
|
|
200,661 |
|
|
121,390 |
| |||||
| * | Amounts shown in this row represent the incremental costs associated with the personal use of our aircraft. Incremental costs include fuel costs, landing and parking fees, customs and handling charges, per hour accruals for maintenance service plans, passenger catering and ground transportation, crew travel expenses and other trip-related variable costs (including fees for contract crew members and the use of our fractional jet interest). Because our aircraft are used primarily for business travel, incremental costs exclude fixed costs that do not change based on usage, such as pilots’ salaries, aircraft purchase or lease costs, fractional jet interest management fees, home-base hangar costs and certain maintenance fees. |
| ** | Amounts shown in this row represent (i) relocation benefits paid to Mr. Park ($59,184) and reimbursement for taxes paid in connection with such relocation benefits ($14,116), pursuant to the Company’s relocation policies, and (ii) premiums for executive disability policies for each other NEO. |
| 2025 PROXY STATEMENT |
63 |
Table of Contents
Executive Compensation Tables
Grants of Plan-Based Awards During 2024
The following table sets forth information concerning grants of equity awards made in 2024 under our 2019 Stock Incentive Plan and grants of cash that potentially could have been earned in 2024 under our AIP.
Grants of Plan-Based Awards Table
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Name |
Award Type(1) |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
|
Threshold (#) |
Target (#) |
Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||
| Saum Sutaria |
|
AIP |
|
0 |
|
2,250,000 |
|
6,750,000 |
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
RSU |
|
2/28/24 |
|
67,250 |
|
6,000,045 |
| |||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 PRSU |
|
2/28/24 |
|
0 |
|
33,625 |
|
84,063 |
|
3,301,639 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 PRSU |
|
2/8/24 |
|
0 |
|
36,384 |
|
81,864 |
|
3,802,128 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2022 PRSU |
|
2/8/24 |
|
0 |
|
21,066 |
|
42,132 |
|
2,010,118 |
||||||||||||||||||||||||||||||||||||||||||||
| Sun Park |
|
AIP |
|
0 |
|
700,000 |
|
2,100,000 |
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
RSU |
|
2/28/24 |
|
14,011 |
|
1,250,061 |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 PRSU |
|
2/28/24 |
|
0 |
|
4,670 |
|
11,675 |
|
458,547 |
||||||||||||||||||||||||||||||||||||||||||||
| Tom Arnst |
|
AIP |
|
0 |
|
487,500 |
|
1,462,500 |
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
RSU |
|
2/28/24 |
|
16,813 |
|
1,500,056 |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 PRSU |
|
2/28/24 |
|
0 |
|
5,604 |
|
14,010 |
|
550,257 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 PRSU |
|
2/8/24 |
|
0 |
|
5,598 |
|
12,596 |
|
584,991 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2022 PRSU |
|
2/8/24 |
|
0 |
|
4,214 |
|
8,428 |
|
402,100 |
||||||||||||||||||||||||||||||||||||||||||||
| Lisa Foo |
|
AIP |
|
0 |
|
487,500 |
|
1,462,500 |
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
RSU |
|
2/28/24 |
|
14,011 |
|
1,250,061 |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 PRSU |
|
2/28/24 |
|
0 |
|
4,670 |
|
11,675 |
|
458,547 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 PRSU |
|
2/8/24 |
|
0 |
|
4,198 |
|
9,446 |
|
438,691 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2022 PRSU |
|
2/8/24 |
|
0 |
|
2,107 |
|
4,214 |
|
201,050 |
||||||||||||||||||||||||||||||||||||||||||||
| Paola Arbour |
|
AIP |
|
0 |
|
412,500 |
|
1,237,500 |
|||||||||||||||||||||||||||||||||||||||||||||||
|
|
RSU |
|
2/28/24 |
|
5,605 |
|
500,078 |
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2024 PRSU |
|
2/28/24 |
|
0 |
|
1,868 |
|
4,670 |
|
183,419 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2023 PRSU |
|
2/8/24 |
|
0 |
|
2,799 |
|
6,298 |
|
292,496 |
||||||||||||||||||||||||||||||||||||||||||||
|
|
2022 PRSU |
|
2/8/24 |
|
0 |
|
2,107 |
|
4,214 |
|
201,050 |
||||||||||||||||||||||||||||||||||||||||||||
| (1) | AIP Awards. Awards designated “AIP” are awards that our NEOs might have earned during 2024 under our Annual Incentive Plan, dependent upon our 2024 performance. Awards actually earned are shown in the Non-Equity Incentive Plan Compensation column of the 2024 Summary Compensation Table on page 62. |
| Time-Based Restricted Stock Unit Awards. Awards designated “RSU” reflect time-based RSUs under our 2019 Stock Incentive Plan. The RSUs vest ratably over each of the first three anniversaries of the grant date. |
| Performance-Based Restricted Stock Unit Awards. Awards designated “PRSU” reflect the first one-third tranche of the 2024 PRSUs, the second one-third tranche of the 2023 PRSUs and the last one-third tranche of the 2022 PRSUs. The PRSUs are subject to the satisfaction of financial and stock price performance conditions further discussed on page 55. |
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| (2) | We calculate the grant date fair value of time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $89.22 on February 28, 2024. For purposes of the performance-based RSUs, only the first one-third tranche of the 2024 PRSUs, only the second one-third tranche of the 2023 PRSUs and only the last one-third tranche of the 2022 PRSUs, each of which vests based on 2024 performance (subject to the three-year Relative TSR multiplier), are reflected in this column. The grant date fair values per unit of these performance-based RSUs are set forth below, which were determined assuming target performance for the financial measures and using a Monte Carlo simulation including the assumptions set forth below: |
|
|
Grant Date Stock Price |
Simulation Term | Volatility | Dividend Yield | Risk-Free Investment Rate |
Grant Date Fair Value | ||||||||||||||||||||||||
| First Tranche of 2024 PRSUs |
$ | 89.22 | 2.84 years | 48.05 | % | 0.00 | % | 4.42 | % | $ | 98.19 | |||||||||||||||||||
| Second Tranche of 2023 PRSUs |
$ | 89.02 | 1.89 years | 52.13 | % | 0.00 | % | 4.45 | % | $ | 104.50 | |||||||||||||||||||
| Third Tranche of 2022 PRSUs |
$ | 89.02 | 0.90 years | 34.86 | % | 0.00 | % | 4.85 | % | $ | 95.42 | |||||||||||||||||||
| Although approved by the Committee in March 2023 and February 2024, respectively, the third tranche of the 2023 PRSUs and the second and third tranches of the 2024 PRSUs will not have an ASC Topic 718 grant date fair value until the applicable performance conditions are established in early 2025 and early 2026. Accordingly, such tranches will be reported as 2025 and 2026 grants, as applicable, under applicable SEC guidance. |
| 2025 PROXY STATEMENT |
65 |
Table of Contents
Executive Compensation Tables
Outstanding Equity Awards
The following table sets forth information as of December 31, 2024 with respect to outstanding equity awards granted to each of the NEOs.
Outstanding Equity Awards at 2024 Fiscal Year-End Table
| Stock Awards | ||||||||||||||||||||
| Name |
Grant Date | Number of (#) |
Market Value ($)(1) |
Equity Incentive (#) |
Equity Incentive Payout Value of ($)(1) |
|||||||||||||||
| Saum Sutaria |
9/1/21 | 53,341 | (2) | 6,733,234 |
|
|
|
|
|
| ||||||||||
|
|
9/1/21 |
|
|
|
|
|
|
106,682 | (3) | 13,466,469 | ||||||||||
|
|
2/23/22 | 21,066 | (4) | 2,659,161 |
|
|
|
|
|
| ||||||||||
|
|
2/23/22 | 126,203 | (5) | 15,930,605 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 | 72,768 | (4) | 9,185,505 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 |
|
|
|
|
|
|
163,728 | (6) | 20,667,385 | ||||||||||
|
|
2/28/24 | 67,250 | (4) | 8,488,968 |
|
|
|
|
|
| ||||||||||
|
|
2/28/24 |
|
|
|
|
|
|
84,063 | (7) | 10,611,209 | ||||||||||
| Sun Park |
7/17/23 | 20,707 | (8) | 2,613,845 |
|
|
|
|
|
| ||||||||||
|
|
2/28/24 | 14,011 | (4) | 1,768,609 |
|
|
|
|
|
| ||||||||||
|
|
2/28/24 |
|
|
|
|
|
|
11,675 | (7) | 1,473,735 | ||||||||||
| Tom Arnst |
2/23/22 | 4,214 | (4) | 531,933 |
|
|
|
|
|
| ||||||||||
|
|
2/23/22 | 25,244 | (5) | 3,186,550 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 | 11,196 | (4) | 1,413,271 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 |
|
|
|
|
|
|
25,189 | (6) | 3,179,576 | ||||||||||
|
|
2/28/24 | 16,813 | (4) | 2,122,305 |
|
|
|
|
|
| ||||||||||
|
|
2/28/24 |
|
|
|
|
|
|
14,010 | (7) | 1,768,482 | ||||||||||
| Lisa Foo |
2/23/22 | 2,107 | (4) | 265,967 |
|
|
|
|
|
| ||||||||||
|
|
2/23/22 | 12,622 | (5) | 1,593,275 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 | 8,397 | (4) | 1,059,953 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 |
|
|
|
|
|
|
18,891 | (6) | 2,384,611 | ||||||||||
|
|
2/28/24 | 14,011 | (4) | 1,768,609 |
|
|
|
|
|
| ||||||||||
|
|
2/28/24 |
|
|
|
|
|
|
11,675 | (7) | 1,473,735 | ||||||||||
| 66 |
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Executive Compensation Tables
| Stock Awards | ||||||||||||||||||||
| Name |
Grant Date | Number of (#) |
Market Value ($)(1) |
Equity Incentive (#) |
Equity Incentive Payout Value of ($)(1) |
|||||||||||||||
| Paola Arbour |
2/23/22 | 2,107 | (4) | 265,967 |
|
|
|
|
|
| ||||||||||
|
|
2/23/22 | 12,622 | (5) | 1,593,275 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 | 5,598 | (4) | 706,636 |
|
|
|
|
|
| ||||||||||
|
|
3/1/23 |
|
|
|
|
|
|
12,596 | (6) | 1,589,930 | ||||||||||
|
|
2/28/24 | 5,605 | (4) | 707,519 |
|
|
|
|
|
| ||||||||||
|
|
2/28/24 |
|
|
|
|
|
|
4,670 | (7) | 589,494 | ||||||||||
| (1) | Based on the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. |
| (2) | These time-based RSUs vest on August 31, 2025. |
| (3) | These performance-based RSUs will vest on August 31, 2025, subject to the achievement of annual performance goals for each year (or partial year) within the performance period beginning January 1, 2021 and ending June 30, 2025, as modified by the Relative TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based RSUs that may be earned. |
| (4) | These time-based RSUs vest in equal installments on each of the first three anniversaries of the date of grant. |
| (5) | These performance-based RSUs became earned at 199.7% of target at the end of the three-year performance period ended December 31, 2024. The earned performance-based RSUs vested on February 23, 2025. |
| (6) | These performance-based RSUs will vest on March 1, 2026 following the end of the three-year performance period ended December 31, 2025, subject to the achievement of Adjusted EPS and Adjusted FCF Less NCI performance goals for 2023 and 2024, as modified by the Relative TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based RSUs that may be earned with respect to the first and second tranches of these awards |
| (7) | These performance-based RSUs will vest on February 28, 2027 following the end of the three-year performance period ended December 31, 2026, subject to the achievement of Adjusted EPS and Adjusted FCF Less NCI performance goals for 2024, as modified by the Relative TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based RSUs that may be earned with respect to the first tranche of these awards |
| (8) | These time-based RSUs vest upon Mr. Park’s relocation of his primary residence to the Dallas, TX area by September 1, 2025. |
Option Exercises and Stock Vested
The following table sets forth certain information regarding restricted stock unit awards vested during 2024 for the NEOs. No NEOs exercised any stock options during 2024.
2024 Option Exercises and Stock Vested Table
|
|
Stock Awards |
| ||||||||||
| Name
|
Number of Shares
|
Value Realized
|
| |||||||||
| Saum Sutaria |
196,040 | 18,246,724 |
| |||||||||
| Sun Park |
-0- | -0- |
| |||||||||
| Tom Arnst |
42,885 | (2) | 3,988,068 |
| ||||||||
| Lisa Foo |
14,024 | 1,307,682 |
| |||||||||
| Paola Arbour |
24,751 | 2,301,063 |
| |||||||||
| (1) | Calculated by multiplying the number of shares vested by the market price of common stock on the vesting date. The values shown do not represent the total value of shares received by the NEOs, as shares were withheld to cover applicable taxes. |
| (2) | Includes 4,018 RSUs transferred pursuant to a domestic relations order. |
| 2025 PROXY STATEMENT |
67 |
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Executive Compensation Tables
Nonqualified Deferred Compensation
The following table sets forth information as of December 31, 2024 with respect to our deferred compensation plans.
2024 Nonqualified Deferred Compensation Table
| Name
|
Plan Name(1)
|
Executive
|
Registrant
|
Aggregate
|
Aggregate
|
Aggregate
| ||||||||||||||||||||||||
| Saum Sutaria |
DCP | 500,885 | 250,442 | 79,503 | -0- | 1,839,491 | ||||||||||||||||||||||||
| ERA | -0- | 375,000 | 99,546 | -0- | 2,156,052 | |||||||||||||||||||||||||
| Sun Park |
DCP | 223,461 | 24,231 | 16,861 | -0- | 328,221 | ||||||||||||||||||||||||
|
|
ERA | -0- | 140,000 | 10,675 | -0- | 150,675 | ||||||||||||||||||||||||
| Tom Arnst |
DCP | 43,125 | 21,563 | 937 | -0- | 65,625 | ||||||||||||||||||||||||
| ERA | -0- | 130,000 | 54,619 | -0- | 703,915 | |||||||||||||||||||||||||
| Lisa Foo |
DCP | 117,675 | 58,838 | 103,677 | -0- | 725,633 | ||||||||||||||||||||||||
|
|
ERA | -0- | 130,000 | 21,980 | -0- | 603,767 | ||||||||||||||||||||||||
| Paola Arbour |
DCP | -0- | -0- | 7,033 | -0- | 70,984 | ||||||||||||||||||||||||
| ERA | -0- | 110,000 | 39,440 | -0- | 834,568 | |||||||||||||||||||||||||
| (1) | More information about our deferred compensation plans appears below. |
| (2) | Included in the amounts represented in the 2024 Summary Compensation Table on page 62 as “Salary.” |
| (3) | Included in the amounts represented in the 2024 Summary Compensation Table on page 62 as “All Other Compensation.” |
| (4) | These amounts are not included in the 2024 Summary Compensation Table on page 62 because plan earnings were not preferential or above-market. |
| (5) | The fiscal year-end balance reported for the Deferred Compensation Plan includes the following amounts that were previously reported in Summary Compensation Tables as compensation for previous years: Dr. Sutaria, $1,131,867; Mr. Park, $-0-; Mr. Arnst, $-0-; Ms. Foo, $214,405; and Ms. Arbour, $33,581. The fiscal year-end balance reported for the ERA includes the following amounts that were previously reported in Summary Compensation Tables as compensation for prior years: Dr. Sutaria, $1,550,000; Mr. Park, $-0-; Mr. Arnst, $480,000; Ms. Foo, $260,000; and Ms. Arbour, $520,000. |
Deferred Compensation Plan
All our NEOs and non-employee directors are eligible to participate in our Deferred Compensation Plan. Dr. Sutaria, Mr. Park, Mr. Arnst and Ms. Foo participated in the DCP in 2024; however, Ms. Arbour did not make employee contributions during 2024.
Participants are permitted to elect to defer various types of covered compensation (“Deferral Contributions”) to the DCP. We make an employer matching contribution equal to 50% of an employee’s base compensation and/or bonus deferrals, in each case, with match deferrals not to exceed 6% of compensation. All elective deferrals and employer contributions made to the DCP are fully vested when made.
Amounts deferred under the DCP will generally be distributed, as directed by the participant, upon either termination of service or the occurrence of a specified date. Matching and discretionary contributions are distributed upon termination of service. Distributions may be made in cash or in shares of our common stock and may be made in the form of a lump sum payment or annual installments over a one- to 15-year period, as elected by the participant. Any amounts that are payable from the DCP upon a termination of employment are subject to the six-month delay applicable to key employees under Section 409A.
Participants may request, no more frequently than daily, that any of the following investment crediting rates be applied to amounts credited to their Deferred Compensation Plan accounts: (i) an annual rate of interest equal to 120% of the applicable
| 68 |
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Executive Compensation Tables
federal long-term (10-year) interest rate (which generated an annual return for 2024 of 5.2%); (ii) a rate of return based on one or more benchmark mutual funds, which are the same funds as those offered under our 401(k) Plan; or (iii) a rate of return based on the performance of our common stock, designated as stock units that are payable in shares of our common stock. Amounts that are deemed to be invested in stock units may not be transferred out of stock units and will be paid in shares of our common stock.
Executive Retirement Account
We maintain the ERA in order to provide additional deferred compensation benefits to members of the Company’s senior management who are not eligible to participate in the SERP, which includes all NEOs. For active participants in the ERA other than Dr. Sutaria, the Company makes an annual contribution to the ERA on the participants’ behalf in an amount equal to a specified percentage of their respective base salaries. Under the Prior Sutaria Agreement and the Sutaria Agreement, Dr. Sutaria is entitled to an annual Company contribution to the ERA of no less than $250,000. All such contributions accrue earnings credits for so long as the participant is actively participating in the ERA. Participants may request, no more frequently than monthly, that any of the investment crediting rates described above regarding the DCP be applied to amounts credited to their ERA accounts. Participants are not vested in any portion of their account until reaching age 55 (with five years of service), at which point vesting occurs according to a schedule. Participants become fully vested in their ERA account at age 55 and 20 years of service, at age 60 with five years of service, at age 62 regardless of years of service or upon death, disability or a change of control. Upon a qualifying termination, vesting is determined based on years of service, and participants are entitled to a retirement benefit equal to the vested balance of their ERA account.
Potential Payments Upon Termination or Change of Control
The information below describes and quantifies certain compensation that would be paid under existing plans and arrangements if a NEO’s employment had terminated on December 31, 2024. These amounts are calculated given the NEO’s compensation and service levels as of that date and, as applicable, are based on the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. These benefits are in addition to benefits available generally to our salaried employees, such as distributions under our 401(k) Plan, disability benefits and vacation pay. A NEO’s benefits under our DCP will generally be distributed in connection with his or her termination of employment or the occurrence of a specified date. Benefits under the ERA are generally paid on early or normal retirement.
Due to the number of factors that affect the nature and amount of any benefits paid upon the occurrence of any of the events discussed below, any actual amounts paid may be different. Factors that could affect these amounts include the timing of the event, the Company’s stock price and the executive’s age.
Dr. Sutaria’s Employment Agreement Benefits
Upon termination of Dr. Sutaria’s employment with the Company without “cause” (including as a result of the Company’s election not to renew the Prior Sutaria Agreement) or Dr. Sutaria’s resignation with “good reason” (in each case as defined in the Prior Sutaria Agreement) more than six months prior to, or more than two years following, a change of control (as defined in the ESP), the Prior Sutaria Agreement provides that Dr. Sutaria will be eligible to receive, subject to his execution of a release of claims in favor of the Company:
| • | payment of any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs (the “Prior Year Bonus”); |
| • | a pro-rata AIP bonus for the year in which the termination of employment occurs based on actual performance (the “Pro-Rata Bonus”); |
| • | a cash amount equal to 2.5x the sum of Dr. Sutaria’s base salary plus target AIP bonus, paid over two and one-half-year period following the termination date; |
| • | accelerated vesting of all outstanding unvested equity and other long-term incentive awards; and |
| • | continued coverage under the Company’s health and welfare plans during the two and one-half-year period following the termination date. |
| 2025 PROXY STATEMENT |
69 |
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If such termination occurs within six months prior to, or within two years following, a change of control, Dr. Sutaria will instead be eligible to receive, subject to his execution of a release of claims in favor of the Company:
| • | the Prior Year Bonus; |
| • | the Pro-Rata Bonus; |
| • | a cash amount equal to 3.0x the sum of Dr. Sutaria’s base salary plus target AIP bonus paid in single lump-sum; |
| • | accelerated vesting of all outstanding unvested equity and other long-term incentive awards; and |
| • | continued coverage under the Company’s health and welfare plans during the three-year period following the termination date. |
If Dr. Sutaria’s employment is terminated as a result of Dr. Sutaria’s death or “disability” (as defined in the Prior Sutaria Agreement), Dr. Sutaria will be eligible to receive:
| • | the Prior Year Bonus; |
| • | the Pro-Rata Bonus; and |
| • | accelerated vesting of all outstanding unvested equity and other long-term incentive awards. |
In the event Dr. Sutaria elects not to renew the Prior Sutaria Agreement upon expiration of its then-current term, Dr. Sutaria will be entitled to continued vesting of all equity-based awards granted during the term of the Prior Sutaria Agreement during the two and one-half-year period following the conclusion of the then-current term as if Dr. Sutaria had remained employed by Company, subject to his execution of a release of claims in favor of the Company and continued compliance with the restrictive covenants set forth in the Prior Sutaria Agreement.
Pursuant to the terms of the Prior Sutaria Agreement, Dr. Sutaria is bound by perpetual confidentiality and non-disparagement covenants. The Prior Sutaria Agreement also contains employee non-solicitation covenants that apply for the duration of Dr. Sutaria’s employment with the Company and for two years thereafter, and a noncompetition covenant that applies with respect to four of the Company’s primary competitors for the duration of Dr. Sutaria’s employment with the Company and for one year thereafter.
Death, Disability and Retirement
Upon retirement on or after age 62, a NEO would receive a pro-rata bonus earned under the AIP for the year that includes the date of retirement.
Other than the treatment of Dr. Sutaria’s awards under the Prior Sutaria Agreement as discussed above, pursuant to the terms of the award agreements under the 2019 Stock Incentive Plan, if a NEO dies, becomes totally and permanently disabled or, in the case of stock options, retires on or after age 62, unvested options and restricted stock units will vest in full. If the options or RSUs are subject to performance criteria and the termination occurs prior to the end of the performance period, such awards vest immediately on a pro-rata basis based on the performance achieved for completed performance measurement periods and at target level for any incomplete performance measurement periods.
The table set forth below reflects the estimated aggregate amount of payments and other benefits each NEO would have received upon termination of employment due to death, disability or retirement if such terminations occurred as of December 31, 2024. As of December 31, 2024, only Mr. Arnst was considered retirement-eligible for such awards.
| 70 |
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2024 Death, Disability and Retirement Table
| Name |
Termination Scenario |
Severance Benefits ($)(1) |
Accelerated Equity Awards ($)(2) |
Total ($) |
||||||||||
| Saum Sutaria |
Death |
|
6,750,000 |
|
|
55,012,222 |
|
|
61,762,222 |
| ||||
| Disability |
|
6,750,000 |
|
|
55,012,222 |
|
|
61,762,222 |
| |||||
| Retirement |
|
-0- |
|
|
-0- |
|
|
-0- |
| |||||
| Sun Park |
Death |
|
-0- |
|
|
4,263,998 |
|
|
4,263,998 |
| ||||
| Disability |
|
-0- |
|
|
4,263,998 |
|
|
4,263,998 |
| |||||
| Retirement |
|
-0- |
|
|
-0- |
|
|
-0- |
| |||||
| Tom Arnst |
Death |
|
-0- |
|
|
9,374,270 |
|
|
9,374,270 |
| ||||
| Disability |
|
-0- |
|
|
9,374,270 |
|
|
9,374,270 |
| |||||
| Retirement |
|
1,462,500 |
|
|
7,714,182 |
|
|
9,176,682 |
| |||||
| Lisa Foo |
Death |
|
-0- |
|
|
6,337,046 |
|
|
6,337,046 |
| ||||
| Disability |
|
-0- |
|
|
6,337,046 |
|
|
6,337,046 |
| |||||
| Retirement |
|
-0- |
|
|
-0- |
|
|
-0- |
| |||||
| Paola Arbour |
Death |
|
-0- |
|
|
4,215,711 |
|
|
4,215,711 |
| ||||
| Disability |
|
-0- |
|
|
4,215,711 |
|
|
4,215,711 |
| |||||
| Retirement |
|
-0- |
|
|
-0- |
|
|
-0- |
| |||||
| (1) | For Dr. Sutaria and Mr. Arnst, represents a pro-rata AIP bonus for 2024 based on actual performance, as described in more detail above. |
| (2) | Unvested performance-based RSU awards are reported as vesting at target levels. Amounts reflected are based on the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. |
Non-Cause Termination/No Change of Control
Subject to the terms of the ESP and applicable equity plans and award agreements, including execution of a severance agreement containing restrictive covenants and a release of claims, Mr. Park, Mr. Arnst, Ms. Foo and Ms. Arbour are entitled to the following severance payments and other benefits if the executive’s employment is terminated by the Company without cause or by the executive for good reason (a “non-cause” termination), outside the context of a change of control of the Company:
| • | Severance pay (base salary plus bonus) during the “severance period” of one and a half years (or, for Mr. Park until his relocation by September 1, 2025, nine months). For Mr. Park, bonus for this purpose means the prior year’s actual bonus; for Mr. Arnst and Ms. Arbour, bonus for this purpose means target bonus; and for Ms. Foo, bonus for this purpose means the average bonus payout percentage for the preceding three years or, if greater, 50%) multiplied by base salary. |
| • | Lump sum pro-rata bonus earned under the AIP for the year that includes the date of termination. |
| • | Continued coverage during the severance period under medical, dental, vision, life insurance and long-term care benefit programs, provided that the executive continues to pay his or her portion of the cost of such coverages as in effect upon termination, and reduced to the extent that the NEO receives comparable benefits through other employment during the severance period. |
| • | Outplacement services not to exceed $25,000. |
| • | Pursuant to the terms of the ESP, the NEOs will forfeit any non-vested outstanding equity awards at termination to the extent the underlying equity award agreements do not otherwise provide for acceleration of vesting. Time-vested RSU awards and stock options vest upon a non-cause termination. Likewise, subject to satisfaction of the performance criteria, performance-based RSU awards and performance-based stock options vest upon a non-cause termination (with proration for any performance period not completed as of termination with respect to performance-based RSU awards). In February 2022, Ms. Arbour’s participation agreement under the ESP and Mr. Arnst’s offer letter were amended and in May 2024, Ms. Foo’s participation agreement under the ESP was amended to provide for continued vesting upon a qualifying termination, even if the underlying equity award agreements do not provide for such vesting treatment. |
| • | Performance cash awards are subject to the same treatment as performance-based RSU awards with respect to any performance period not completed as of termination (i.e., any previously “banked” amounts shall also be payable). |
| 2025 PROXY STATEMENT |
71 |
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The table set forth below reflects the estimated aggregate amount of payments and other benefits (not including reimbursable legal fees, if any, to obtain benefits under the ESP and certain reimbursable excise taxes, if any, incurred by the participant under Section 409A) each NEO would receive upon a non-cause termination unrelated to any change of control assuming that terminations occurred as of December 31, 2024.
| Name |
Cash Severance ($)(1) |
Pro-Rata Bonus ($)(2) |
Health and Welfare Benefits ($)(3) |
Outplacement ($) |
Accelerated ($)(4) |
Excise Tax ($) |
Total ($) |
|||||||||||||||||||
| Saum Sutaria |
9,375,000 | 6,750,000 | 50,421 | -0- | 55,012,222 | Not a benefit |
71,187,643 | |||||||||||||||||||
|
Sun Park |
|
1,050,000 |
|
|
1,540,000 |
|
|
14,286 |
|
|
25,000 |
|
|
4,263,998 |
|
|
6,893,284 |
| ||||||||
|
Tom Arnst |
|
1,706,250 |
|
|
1,462,500 |
|
|
28,472 |
|
|
25,000 |
|
|
9,374,270 |
|
|
12,596,492 |
| ||||||||
|
Lisa Foo |
|
2,145,000 |
|
|
1,462,500 |
|
|
29,065 |
|
|
25,000 |
|
|
6,337,046 |
|
|
9,998,611 |
| ||||||||
|
Paola Arbour |
|
1,443,750 |
|
|
1,031,250 |
|
|
13,352 |
|
|
25,000 |
|
|
4,215,711 |
|
|
6,729,063 |
| ||||||||
| (1) | Severance is paid on a bi-weekly basis at termination, subject to certain amounts being delayed for a six-month period in compliance with Section 409A. |
| (2) | Represents each NEO’s pro-rata AIP bonus for 2024 based on actual performance, which is payable at the time AIP bonuses are paid to other executives. |
| (3) | Represents the aggregate incremental cost of providing medical, dental, life insurance, and accidental death and dismemberment benefits to the executive at active employee rates. “Incremental cost” is comprised of our contributions to the premium cost for these benefits and our cost of paying benefits under our self-funded plans. |
| (4) | Unvested performance-based RSUs are reported as vesting at target levels. Amounts reflected are based on the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. |
Non-Cause Termination/Change of Control
Subject to the terms of the ESP and applicable equity plans and award agreements, each of the NEOs (other than Dr. Sutaria, whose separation benefits are described above) is entitled to the following severance payments and other benefits if his or her employment is terminated without cause, or by the executive for good reason (a “non-cause” termination), during the period beginning six months prior to a change of control and ending 24 months following the occurrence of a change in control (the “protection period”):
| • | The same benefits to which the executive would be entitled with respect to a non-cause termination outside the context of a change of control, as described above, provided that the “severance period” is two years. However, If the termination occurs within the six months prior to a change of control that results from the liquidation or dissolution of the Company, then the severance period applicable to non-cause terminations outside the context of a change of control will apply. |
| • | Equity awards that have not vested and are not assumed or exchanged for substitute equity by the successor to the Company will accelerate and become vested upon a change of control irrespective of whether the NEO terminates employment. |
| • | Equity awards that have not vested and are assumed or substituted by the successor to the Company will accelerate and become vested upon a non-cause termination in connection with a change of control, and performance-based RSUs and performance-based stock options will vest subject to the satisfaction of performance criteria (with proration for any performance period not completed as of termination). |
In 2012, the Company amended the ESP to eliminate all reimbursements and gross ups with respect to golden parachute excise taxes. Pursuant to the ESP, if any payment or other benefit to which an executive is entitled under the ESP or otherwise will become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the executive’s payments and benefits shall be either (i) provided to the executive in full, or (ii) provided to the executive as to such lesser extent, which would result in no portion of such payments and benefits being subject to the excise tax, whichever of the amounts results in the receipt by the executive, on an after-tax basis, of the greatest amount of benefits.
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Executive Compensation Tables
The table set forth below reflects the estimated aggregate amount of payments and other benefits (not including reimbursable legal fees, if any, to obtain benefits under the ESP and certain reimbursable excise taxes, if any, incurred by the participant under Section 409A) each NEO would receive upon a non-cause termination related to any change of control assuming that terminations occurred as of December 31, 2024.
| Name |
Cash Severance ($)(1) |
Pro-Rata Bonus ($)(2) |
Health and Welfare Benefits ($)(3) |
Outplacement ($) |
Accelerated ($)(4) |
Excise Tax ($) |
Cutback for ($)(5) |
Total ($) |
||||||||||||||||||||||
| Saum Sutaria |
|
11,250,000 |
|
|
6,750,000 |
|
|
60,505 |
|
|
-0- |
|
|
55,012,222 |
|
Not a benefit |
|
(7,007,615 |
) |
|
66,065,112 |
| ||||||||
|
Sun Park |
|
2,800,000 |
|
|
1,540,000 |
|
|
38,096 |
|
|
25,000 |
|
|
4,263,998 |
|
|
-0- |
|
|
8,667,094 |
| |||||||||
|
Tom Arnst |
|
2,275,000 |
|
|
1,462,500 |
|
|
37,962 |
|
|
25,000 |
|
|
9,374,270 |
|
|
-0- |
|
|
13,174,732 |
| |||||||||
|
Lisa Foo |
|
2,860,000 |
|
|
1,462,500 |
|
|
38,753 |
|
|
25,000 |
|
|
6,337,046 |
|
|
-0- |
|
|
10,723,299 |
| |||||||||
|
Paola Arbour |
|
1,925,000 |
|
|
1,031,250 |
|
|
17,803 |
|
|
25,000 |
|
|
4,215,711 |
|
|
-0- |
|
|
7,214,764 |
| |||||||||
| (1) | In the case of a non-cause termination that occurs during the six months preceding a change of control, severance pay will be paid in the same manner as a termination that is not related to a change in control. In the case of a non-cause termination that occurs within two years following a change of control, severance pay under the ESP will generally be made to the NEO in a lump sum at termination, subject to any six-month delay required by Section 409A. For Dr. Sutaria, severance in connection with a change in control will be payable in a lump sum following termination. |
| (2) | Represents each NEO’s pro-rata AIP bonus for 2024 based on actual performance, which is payable at the time AIP bonuses are paid to other executives. |
| (3) | Represents the aggregate incremental cost of providing medical, dental, life insurance, and accidental death and dismemberment benefits to the executive at active employee rates. “Incremental cost” is comprised of our contributions to the premium cost for these benefits and our cost of paying benefits under our self-funded plans. |
| (4) | Amounts reflected have been calculated using the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. |
| (5) | Represents a reduction in otherwise payable benefits in an amount sufficient to avoid an application of the excise tax imposed by Section 4999 of the Internal Revenue Code. The payments and benefits provided to each of Mr. Park, Mr. Arnst and Ms. Foo would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code; however, a reduction in payments will not result in a greater amount of after-tax benefits. |
Definitions:
“Cause” under our DCP, ESP, AIP and 2019 Stock Incentive Plan is defined as:
| • | When used in connection with a qualifying termination triggering benefits outside the context of a change of control, an executive’s: (i) dishonesty, (ii) fraud, (iii) willful misconduct, (iv) breach of fiduciary duty, (v) conflict of interest, (vi) commission of a felony, (vii) material failure or refusal to perform his or her job duties in accordance with Company policies, (viii) a material violation of Company policy that causes harm to the Company or an affiliate, or (ix) other wrongful conduct of a similar nature and degree; or |
| • | When used in connection with a qualifying termination triggering benefits in the context of a change of control: (i) any intentional act or misconduct materially injurious to the Company or any affiliate, financial or otherwise, including, but not limited to, misappropriation or fraud, embezzlement or conversion by the executive of the Company’s or any affiliate’s property in connection with the executive’s employment with the Company or an affiliate, (ii) any willful act or omission constituting a material breach by the executive of a fiduciary duty, (iii) a final, non-appealable order in a proceeding before a court of competent jurisdiction or a final order in an administrative proceeding finding that the executive committed any willful misconduct or criminal activity (excluding minor traffic violations or other minor offenses), which commission is materially inimical to the interests of the Company or any affiliate, whether for personal benefit or in connection with the executive’s duties for the Company or an affiliate, (iv) the conviction (or plea of no contest) of the executive for any felony, (v) material failure or refusal to perform job duties in accordance with Company policies (other than resulting from the executive’s disability as defined by Company policies), or (vi) a material violation of Company policy that causes material harm to the Company or an affiliate. |
A “change of control” under our DCP, ESP, AIP and 2019 Stock Incentive Plan will have occurred if: (i) any one person, or more than one person acting as a group, acquires, directly or indirectly, whether in a single transaction or a series of related transactions, more than 50% of the total fair market value or voting power of our stock (including stock held prior to such acquisition); (ii) any one person, or more than one person acting as a group, acquires, directly or indirectly, during a 12-month period ending on the date of the most recent acquisition by such person or persons, 35% or more of the total voting power of our stock (not considering stock owned by such person or group prior to such 12-month period); (iii) a majority of the members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of our
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Executive Compensation Tables
Board prior to such election; (iv) a sale, exchange, lease, disposition or other transfer of all or substantially all of the assets of the Company; or (v) there occurs a liquidation or dissolution of the Company that is approved by a majority of the Company’s shareholders. This definition of change of control complies with Section 409A except for item (v).
“Good Reason” under our ESP, AIP and 2019 Stock Incentive Plan is defined as: (a) in the case of a voluntary termination of employment by an executive preceding or more than two years following a change of control: (i) a material diminution in the executive’s job authority, responsibilities or duties, (ii) a material diminution of the executive’s base salary, (iii) an involuntary and material change in the geographic location of the workplace at which the executive must perform services, or (iv) any other action or inaction that constitutes a material breach by the employer or a successor of the agreement under which the executive provides services; (b) in the case of a voluntary termination of employment by an executive upon or within two years following a change of control: (i) a material downward change in job functions, duties or responsibilities that reduces the rank or position of the executive, (ii) a reduction in the executive’s annual base salary, (iii) a reduction in the aggregate value of the executive’s annual base salary and AIP target bonus opportunity, (iv) a material reduction in the executive’s retirement or supplemental retirement benefits, (v) an involuntary and material change in the geographic location of the workplace at which the executive must perform services, or (vi) any other action or inaction that constitutes a material breach by the employer or a successor of the agreement under which the executive provides services.
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Pay Ratio Disclosure
Pay Ratio Disclosure
The 2024 annual total compensation of the median compensated of all our employees, other than Saum Sutaria, our Chairman and CEO, was $60,698; Dr. Sutaria’s 2024 annual total compensation was $24,661,553, and the ratio of these amounts was approximately 1 to 406.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules. For purposes of calculating the amount of compensation paid to our median employee during 2024, we identified this median compensated employee using total gross wages (i.e., all amounts paid before any taxes, deductions or other payroll withholding) earned during calendar year 2024 for all employees who were employed for all of 2024, and we used the annualized value of total gross wages earned during calendar year 2024 for all employees who were hired during 2024 and were employed as of December 31, 2024, but did not serve a full year with the Company. We identified our employee population as of December 31, 2024 based on our payroll and employment records. As permitted by SEC rules, we excluded approximately 4,129 employees located in the Philippines, who in the aggregate represented approximately 4.2% of our approximately 98,000 employees as of December 31, 2024.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
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| |
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|
|
|
Average Summary Compensation |
Average |
|
Value of Initial Fixed $100 Investment (3) |
|
| |||||||||||||||||||||||||||||||||||||||||||||
| Year |
Summary Compensation Table Total for Dr. Sutaria ($) (1) |
Summary Compensation Table Total for Mr. Rittenmeyer ($) (1) |
Compensation Actually Paid to Dr. Sutaria ($) (1)(2) |
Compensation Actually Paid to Mr. Rittenmeyer ($) (1)(2) |
Table Total for Non-PEO NEOs ($) (1) |
Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) |
|
Company TSR ($) |
Peer Group TSR ($) |
Net Income ($MM) (4) |
Adjusted EBITDA ($MM) (5) | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 |
— | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| 2022 |
|
|
|
— |
|
( |
) |
|
— |
|
|
|
|
|
|
|
|
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| 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
| 2020 |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| (1) | Non-PEO NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2024, Messrs. Park and Arnst and Mses. Arbour and Foo; (ii) for fiscal 2023, Mr. Arnst, Mses. Arbour and Foo and Dan Cancelmi, our former Executive Vice President and Chief Financial Officer; (iii) for fiscal 2022, Messrs. Rittenmeyer, Cancelmi and Arnst and Mses. Arbour and Foo; (iv) for fiscal 2021, Messrs. Cancelmi and Arnst, Ms. Arbour and Audrey Andrews, our former Executive Vice President and General Counsel; and (v) for fiscal 2020, Dr. Sutaria, Mr. Cancelmi, Mses. Andrews and Arbour, and Sandi Karrmann, our former Executive Vice President and Chief Human Resources Officer. |
| (2) | The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or recei ved by the Company’s NEOs. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
| Compensation Actually Paid |
Dr. Sutaria 2024 |
Average Non- PEO NEOs 2024 |
||||||
| Summary Compensation Table Total |
||||||||
| Less, value of Stock Awards and Option Awards reported in Summary Compensation Table |
( |
) | ( |
) | ||||
| Plus, year-end fair value of outstanding and unvested equity awards granted in the year |
||||||||
| Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years |
||||||||
| Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year |
||||||||
| Compensation Actually Paid |
||||||||
| (3) | pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |
| (4) | Reflects the Company’s net income, as reported in the Company’s Annual Report on Form 10-K for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020. |
| (5) | We determined non-GAAP measure, is defined in Appendix A, and reconciliations of this non-GAAP financial measure to the most directly comparable GAAP measure may be found in the Company’s Annual Report on Form 10-K for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020. |
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• |
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• |
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• |
|
78 |
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Securities Authorized for Issuance
Under Equity Compensation Plans
The following table summarizes certain information with respect to our equity compensation plans pursuant to which rights remain outstanding as of December 31, 2024.
Equity Compensation Plan Information
| Plan Category |
Number of and Rights (A) |
Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B)(1) |
Number of (C) | |||||||||
| Equity compensation plans approved by security holders |
197,943 | (2) | $ | 23.76 | 10,887,271 | (3) | ||||||
| Equity compensation plans not approved by security holders(4) |
41,036 | -0- | -0- | |||||||||
| Total |
239,009 | $ | 23.76 | 10,887,271 | ||||||||
| (1) | The weighted average exercise price does not consider the shares issuable upon the vesting of outstanding RSUs or performance-based RSUs, which have no exercise price. In addition, no exercise price is applicable to the stock units under our deferred compensation plans. |
| (2) | Includes shares subject to outstanding stock options and time-based RSUs and the target number of shares subject to outstanding performance-based RSUs. |
| (3) | Includes 2,468,161 shares remaining available for issuance pursuant to the Tenth Amended and Restated 1995 Employee Stock Purchase Plan and 8,419,110 shares remaining available for issuance under the 2019 Stock Incentive Plan, assuming that all outstanding performance-based RSUs that had not already provisionally vested would settle at target levels. |
| All shares available under the 2019 Stock Incentive Plan may be used for option-based and all other awards authorized under the 2019 Stock Incentive Plan. As approved by our shareholders, option-based awards and stock appreciation rights reduce the number of shares available for issuance on a one-to-one basis. However, grants of all other awards, such as RSUs, reduce the number of shares available under the 2019 Stock Incentive Plan by 1.65 shares for each share subject to such awards. |
| (4) | Consists of deferred compensation invested in 33,890 stock units under our DCP and 7,146 stock units under our ERA, in each case payable in common stock. The potential future dilutive effect of deferred compensation plans due to future investment of deferrals into stock units cannot be estimated. A description of the material features of our DCP and ERA can be found under “Nonqualified Deferred Compensation” beginning on page 68. |
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Proposal 2 - Advisory Vote to Approve Executive Compensation
We are asking shareholders to vote on an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. As described in the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 46, we have designed our executive compensation program to align the interests of our NEOs with shareholders. Our compensation programs are designed to reward our NEOs for the achievement of short-term and long-term performance goals.
We urge you to read “Compensation Discussion and Analysis,” which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the 2024 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 62 through 74, which provide detailed information on the compensation of our NEOs. The HR Committee and the Board believe that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving the goals of our executive compensation program and that the compensation of our NEOs reported in this Proxy Statement reflects and supports these compensation policies and procedures.
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (Exchange Act), we are asking shareholders to vote in favor of the following advisory resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2025 Annual Meeting of Shareholders.”
This resolution, commonly referred to as a “say-on-pay” resolution, will be considered to have been approved by shareholders on an advisory basis if the votes cast for approval exceed the votes cast against approval. This advisory resolution is not binding on the Board. Although non-binding, the Board and the HR Committee will review and consider the voting results when making future decisions regarding our executive compensation program. Unless the Board modifies its policy of holding an advisory say-on-pay vote on an annual basis, the next advisory say-on-pay vote will be held at our 2026 Annual Meeting of Shareholders.
|
|
The Board recommends that you vote “FOR” the approval of the advisory resolution to approve executive compensation. |
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Audit Committee Report
The Audit Committee is composed of the members named below, each of whom is independent, as defined by the NYSE rules and the rules of the SEC. The Board has determined that Mr. Fisher, Mr. Lynch and Ms. Romo are each an Audit Committee Financial Expert, as defined by SEC rules, and that each Audit Committee member is financially literate, as required by NYSE rules.
The Audit Committee has reviewed and discussed with management and the Company’s independent registered public accountants, Deloitte & Touche LLP (Deloitte), the audited consolidated financial statements for the year ended December 31, 2024.
The Audit Committee has discussed with Deloitte the matters required to be discussed under applicable professional auditing standards and regulations adopted by the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence from management and the Company.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s 2024 audited consolidated financial statements be included in the Form 10-K and filed with the SEC.
Members of the Audit Committee
Tammy Romo, Chair
Roy Blunt
Richard W. Fisher
Cecil D. Haney
Christopher S. Lynch
Richard J. Mark
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Independent Registered Public Accounting Firm Fees
|
|
Year Ended December 31, 2024 |
Year Ended December 31, 2023 | ||||||
| Audit fees(1) |
$7,363,339 | $6,978,790 | ||||||
| Audit-related fees(2) |
1,514,894 | 2,429,305 | ||||||
| Tax fees(3) |
33,190 | 33,690 | ||||||
| All other fees(4) |
-0- | -0- | ||||||
| (1) | Audit fees include professional fees for the audit of our annual consolidated financial statements and the review of our quarterly financial statements. These amounts also include fees related to the audit of internal control over financial reporting performed pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. |
| (2) | Audit-related fees include fees for assurance and related services reasonably related to audits and reviews. These consisted principally of fees for audits of certain of our subsidiaries and partnerships, financial statements of employee benefit plans, and fees related to comfort letters, consents and reviews of filings with the SEC. |
| (3) | Tax fees in 2024 and 2023 consisted of professional fees for tax compliance and tax planning services. |
| (4) | No fees were incurred in 2024 or 2023 for services other than audit, audit related and tax. |
How We Control and Oversee the Non-Audit Services Provided by Deloitte
The Audit Committee has retained Deloitte (along with other accounting firms) to provide non-audit services. We understand the need for Deloitte to maintain objectivity and independence as the auditor of our financial statements and our internal control over financial reporting. Accordingly, the Audit Committee has established the following processes and procedures related to non-audit services:
| • | We Restrict the Non-Audit Services That Deloitte Can Provide. To minimize relationships that could appear to impair the objectivity of Deloitte, the Audit Committee has restricted the types of non-audit services that Deloitte may provide to us. |
| • | We Have Pre-Approval Processes for Non-Audit Services. The Audit Committee has adopted policies and procedures to pre-approve all audit and non-audit services provided to us by our independent registered public accountants, in accordance with any applicable law, rules or regulations. The Audit Committee pre-approved all fees presented in the table above. |
The Audit Committee has adopted policies and procedures for pre-approving all non-audit services that Deloitte performs for us. Specifically, the Audit Committee has pre-approved the use of Deloitte for: detailed, specific types of services related to tax compliance, planning and consultations; acquisition/disposition services, including due diligence; attestation and agreed upon procedures; consultations regarding accounting and reporting matters; and reviews and consultations on internal control and other related services. The Audit Committee has set a specific annual limit on the amount of non-audit services (tax services and all other) that the Company can obtain from Deloitte (for 2024, this limit was approximately $7.7 million). The chair of the Audit Committee is authorized to pre-approve any audit or non-audit service on behalf of the Audit Committee, provided these decisions are presented to the full Audit Committee at its next regularly scheduled meeting.
We Have Hiring Restrictions for Deloitte Employees
The Audit Committee has adopted restrictions on our hiring of any Deloitte partner, managing director, manager, staff member, advising member of the department of professional practice, reviewing actuary, reviewing tax professional and any other individuals responsible for providing audit assurance on any aspect of Deloitte’s audit and review of our financial statements.
We Rotate Key Audit Partners and Periodically Consider Audit Firm Rotation
The Audit Committee assures that key Deloitte partners assigned to our audit are rotated as required at least every five years, and the Audit Committee and its chair actively participate in selecting each new lead engagement partner. To help ensure continuing auditor independence, the Audit Committee also periodically considers whether there should be a regular rotation of the independent registered public accountants.
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Proposal 3 - Ratification of the Selection of Independent Registered Public Accountants
The Audit Committee is directly responsible for the appointment, compensation (including fee negotiations), retention and oversight of the Company’s independent registered public accounting firm (including the lead audit partner) retained to audit the Company’s financial statements. The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accountants for the year ending December 31, 2025. Deloitte has been retained as the Company’s independent auditor since 2007. The Audit Committee annually evaluates Deloitte’s independence and performance, including an evaluation of the effectiveness of the lead audit partner and other engagement leaders, and determines whether to retain Deloitte or consider other audit firms. Factors considered by the Audit Committee in making its determination on appointment include:
| • | the historic and recent performance of Deloitte, including the quality and extent of Deloitte’s communications with the Audit Committee and the results of a management survey of Deloitte’s performance; |
| • | Deloitte’s independence and processes for maintaining independence, including review of non-audit fees and services provided; |
| • | external data on audit quality and performance, including the results of the most recent internal quality control review or PCAOB inspection; |
| • | the performance of key members of the audit engagement team; |
| • | the tenure of the independent audit firm and potential impact of rotating to another independent audit firm; and |
| • | Deloitte’s approach to resolving significant accounting and auditing matters, including consultation with the firm’s national office, as well as its reputation for integrity and competence in the fields of accounting and auditing. |
Based on this evaluation, the members of the Audit Committee believe that the continued retention of Deloitte to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders. Deloitte is familiar with our operations, and the Audit Committee is satisfied with Deloitte’s reputation in the auditing field, its personnel, its professional qualifications and its independence.
Deloitte representatives will attend the Annual Meeting and respond to questions where appropriate. Such representatives may make a statement at the Annual Meeting should they so desire.
Shareholder Approval
Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of the independent registered public accountants for shareholder ratification as a matter of good corporate governance. Ratification of the selection of the independent registered public accountants by the shareholders requires that the votes cast in favor of ratification exceed the votes cast opposing ratification. If a favorable vote is not obtained, the Audit Committee may reconsider the selection of Deloitte. Even if the selection is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of the Company and its shareholders.
|
|
The Board recommends that you vote “FOR” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2025. |
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Proposal 4 - Shareholder Proposal to Report on Strategies and Programs for Improving Maternal Health Outcomes
The New York State Common Retirement Fund has advised the Company that it intends to introduce the following non-binding shareholder proposal at the Annual Meeting. The Company is not responsible for any inaccuracies it may contain. Following the proposal and supporting statement, which are set forth below, we explain why our Board recommends a vote “AGAINST” this proposal.
RESOLVED: Shareholders of Tenet Healthcare Corporation, (Tenet) request that the Board of Directors issue a public report detailing strategies and programs for improving maternal health outcomes. The report should include data collected from patients at Tenet facilities and information about the programs and services deployed to reduce the incidence of maternal mortality and severe maternal morbidities (SMM). The report should be publicly disclosed to shareholders, be prepared at reasonable cost, and omit confidential or proprietary information.
Supporting Statement:
The United States continues to have the highest maternal death rate of any high-income nation in the world.1 The Centers for Disease Control and Prevention reports 80% of pregnancy-related deaths are preventable, while rates of severe maternal morbidity are high and getting worse.2 The United States received a D+ grade for preterm birth for the third consecutive year in the 2024 March of Dimes Report Card. While the 2024 Maternal and Infant Health Disparities Data Brief found that the “[p]revalence of severe maternal morbidity has steadily increased in recent years, and impacted individuals incur higher medical costs and experience longer hospitalizations.”
On November 1, 2024, the Centers for Medicare and Medicaid Services (CMS) announced new standards for hospitals that offer obstetric care. These new requirements, known as conditions of participation (CoPs), seek to prioritize protection of the health and safety of pregnant, birthing, and postpartum patients.3 Because they are CoPs, hospitals are required to meet these standards to continue participating in the Medicare and Medicaid programs. The new CoPs represent a risk to non-compliant hospitals.4
Tenet has not shared sufficient information for investors to determine the effect of the rapidly changing circumstances of maternal care on its business. A report like the one requested would assist shareholders in assessing whether the Company is achieving improved maternal health outcomes, which may lead to significant business advantages for the Company.
1 https://www.commonwealthfund.org/publications/issue-briefs/2024/jun/insights-us-maternal-mortality-crisis-international- comparison
2 https://www.hsph.harvard.edu/news/features/addressing-the-u-s-materna-morality-crisis/
3 https://www.cms.gov/newsroom/press-releases/cms-announces-new-policies-reduce-maternal-mortality-increase-access-
care-and-advance-health-equity
4 https://www.cms.gov/medicare/health-safety-standards/conditions-coverage-participation
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Proposal 4 - Shareholder Proposal to Report on Strategies and Programs for Improving Maternal Health Outcomes
The Board’s Statement in Opposition
The proposal’s request that the Company “issue a public report detailing strategies and programs for improving maternal health outcomes” is unnecessary because the Company already devotes significant resources towards fulfilling the proposal’s central objective—which is improving maternal health outcomes, including by reducing the incidence of maternal mortality and severe maternal morbidities. Regarding the proposal’s additional request that the Company “publicly disclose to shareholders” certain “data collected from patients at [Company] facilities” and “the programs and services deployed,” the Company firmly believes that such public disclosure would not be in the best interest of our patients or our shareholders.
The Company is committed to delivering comprehensive, best-in-class healthcare to all patients across our entire network of facilities, which includes ensuring the health and safety of our pregnant, birthing and postpartum patients. We operate a confidential internal reporting system through which we require our healthcare providers to report all adverse events on a real-time basis. Reports are reviewed to identify controllable factors that may contribute to these events and assure prompt and sustainable remediation.
Though the Company sees patient, provider and facility-specific data as a powerful tool for monitoring and improving our delivery of healthcare services, we do not believe that the public disclosures requested by the report would be in the best interest of our patients or our shareholders and would potentially create exposure for the Company in patient litigation. We have legal and ethical obligations to protect our patients’ privacy, and we are skeptical of the proposal’s underlying premise that shareholders have the necessary medical expertise required to evaluate our healthcare professionals’ “strategies and programs for improving maternal health outcomes.”
As a prime example of why we believe the requested report is unnecessary, we note the supporting statement’s specific reference to certain obstetric care-related Conditions of Participation (the “CoPs”) announced in 2024 by the Centers for Medicare & Medicaid Services (“CMS”). The supporting statement implies that the report requested by the proposal would help investors to determine whether the Company’s facilities are compliant with the newly announced CoPs or whether they may otherwise “represent a risk” to the Company. The Company has demonstrated its consistent compliance with the CoPs through the ongoing accreditation of its facilities by the respective state licensing agencies and The Joint Commission, which accreditation necessarily certifies compliance with CMS’ CoPs. While the new CoPs are not yet effective, the Company is well-prepared to incorporate these obligations as well.
The Board has carefully considered this proposal and for the reasons outlined above believes that it would not be in the best interests of our shareholders to commit the Company’s resources to produce the report requested by the proposal.
|
|
The Board recommends that you vote “AGAINST” the shareholder proposal. |
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General Information Regarding the Annual Meeting and Voting
The Board of Tenet is requesting your proxy for use at the Annual Meeting of Shareholders to be held online via a live audio webcast at www.proxydocs.com/THC at 8:00 a.m. Central Time on Thursday, May 22, 2025, and any postponements or adjournments of the meeting, for the purposes set forth in the Notice of Annual Meeting of Shareholders.
Notice of Internet Availability of Proxy Materials
Under SEC rules, we have elected to make our proxy materials available to our shareholders over the Internet rather than mailing paper copies of those materials to each shareholder (unless otherwise requested). On or about April 11, 2025, we mailed to our shareholders and also made available online at www.proxydocs.com/THC a Notice of Internet Availability of Proxy Materials (Notice) directing shareholders to a website where they can access this Proxy Statement and the Form 10-K, and view detailed instructions on how to vote via the Internet or by telephone.
If you received the Notice only and would like to receive a paper copy of the proxy materials, please follow the instructions printed on the Notice to request that a paper copy be mailed to you. Shareholders who do not receive the Notice will receive a paper or electronic copy of our proxy materials. This Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about April 11, 2025.
Who Can Vote
Only shareholders of record of our common stock at the close of business on March 27, 2025, the record date for the Annual Meeting, are entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date, there were 94,372,262 shares of our common stock outstanding. Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Shareholder of Record. If your shares of our common stock are registered directly in your name with our transfer agent, Computershare, you are considered the shareholder of record with respect to those shares and a Notice (or, if requested, printed proxy materials) is being sent to you directly by the Company. As the shareholder of record, you have the ability to grant your voting proxy directly to us or to vote online at the Annual Meeting.
Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered to be the beneficial owner of shares held in street name, and a Notice (or, if requested, printed proxy materials with a voting instruction form) is being forwarded to you by your broker, bank or other nominee. As the beneficial owner of the shares, you have the right to direct your broker, bank or other nominee how to vote and you are also invited to attend the Annual Meeting online. If your shares are held in street name, your broker, bank or other nominee has enclosed or provided voting instructions for you to use in directing the broker, bank or other nominee how to vote your shares.
Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.
How to Cast Your Vote
You may vote in one of the following ways:
By Internet. You may vote on the Internet using the website noted on your Notice, proxy card or voting instruction form.
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By Telephone. You may vote by calling the toll-free telephone number noted on your Notice, proxy card or voting instruction form. Voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
By Mail. If you received a paper copy of the proxy card or voting instruction form by mail and choose to vote by mail, please mark your proxy card, date and sign it, and promptly return it in the postage-paid envelope provided with this Proxy Statement.
Online During the Annual Meeting. While we encourage shareholders to vote prior to the meeting, you may vote online during the Annual Meeting. You will need the control number included on your proxy card or voting instruction form. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.
SHARES MUST BE VOTED ONLINE DURING THE ANNUAL MEETING, ON THE INTERNET, BY TELEPHONE OR BY COMPLETING AND RETURNING A PROXY CARD
If your proxy is properly completed, the shares it represents will be voted at the meeting as you instructed. If you submit your properly executed proxy, but do not provide instructions, your proxy will be voted in accordance with the Board’s recommendations as set forth in this Proxy Statement.
Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Therefore, unless you provide specific voting instructions, your shares may not be represented or voted at the meeting. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on all of the proposals, even if you plan to attend the Annual Meeting.
Revoking Your Proxy
You have the right to revoke your proxy at any time before it is voted by (1) filing a written notice with our Corporate Secretary, (2) delivering a new proxy bearing a later date, (3) granting a later proxy through telephone or Internet voting, or (4) attending the Annual Meeting virtually and voting online during the Annual Meeting.
Vote Required
The presence, in person or by proxy, of the persons entitled to vote a majority of the voting shares at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. There are different vote requirements for the various proposals:
| • | The 13 nominees for director will be elected if the votes cast for the nominee exceed the votes cast against the nominee, with abstentions and broker non-votes not counted either for or against a nominee (and therefore having no effect on the election). |
| • | Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “for” the election of each director nominee named in this Proxy Statement. If any nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the persons named as proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date, or the Board may reduce its size. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. |
| • | Our bylaws require that, to be elected, a director nominee must receive a majority of the votes cast in uncontested elections (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). If a nominee is not re-elected, Nevada law provides that the incumbent director would continue to serve on the Board until his or her successor is elected or the director resigns. However, under our Corporate Governance Principles, any incumbent director who receives, in an uncontested election of directors, a greater number of votes cast “against” his or her election than votes “for” his or her election must submit his or her resignation offer to the Board. In that situation, our Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation offer, or whether to take other action. Our Board would then act on the Governance Committee’s recommendation and |
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General Information Regarding the Annual Meeting and Voting
| make prompt public disclosure of its decision and the rationale behind it, if applicable. If the Board accepts a director’s resignation offer, the Governance Committee will recommend to the Board and the Board will then determine whether to fill the vacancy or reduce the size of the Board. Under our bylaws, in contested elections, directors will be elected by a plurality of the votes cast. This standard will not apply at the Annual Meeting, as this year’s elections are uncontested. |
| • | Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. |
| • | The following items of business will be approved if the votes cast for the proposal exceed those cast against the proposal, with neither abstentions nor broker non-votes counted either for or against these proposals (and therefore having no effect on the approval of the proposals): |
| • | advisory approval of the Company’s executive compensation (Proposal 2); |
| • | ratification of the selection of independent registered public accountants (Proposal 3); and |
| • | approval of shareholder proposal to Report on Strategies and Programs for Improving Maternal Health Outcomes (Proposal 4). |
Attending the Annual Meeting and Asking Questions
We plan to hold this year’s Annual Meeting online via a live audio webcast. This format will enable shareholders to attend the meeting and participate from any location, at no cost.
To attend and participate in the Annual Meeting, register at www.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote.
To participate in the Annual Meeting, you will need the control number included on your proxy card or voting instruction form (if your shares are held through a stockbroker or another nominee).
We encourage you to access the Annual Meeting prior to the start time and allow ample time to log in to the meeting webcast and test your computer audio system. Note that if you have technical difficulties during the check-in time or during the Annual Meeting, you should call the technical support number that will be posted on the virtual shareholder meeting login page and in the instructions you will receive via email.
Shareholders may submit written questions by logging into the virtual platform. Questions pertinent to meeting matters will be answered during the question-and-answer portion of the meeting, subject to the rules of conduct that will be posted to the virtual meeting platform on the day of the meeting. The rules of conduct will also provide additional information about the relevancy of questions to meeting matters. When reading questions, personal details may be omitted for data protection purposes and, if we receive substantially similar questions, we may group these questions together and provide a single response to avoid repetition.
Costs of Solicitation
We will pay for the cost of proxy solicitations on behalf of the Board. We have engaged Innisfree M&A Incorporated to assist in our proxy solicitations. We will pay Innisfree an amount not to exceed $25,000 in fees for its proxy solicitation services and reimburse it for its reasonable out-of-pocket expenses. In addition to solicitation by mail by Innisfree, proxies may be solicited personally or by telephone, fax or email by our directors, officers and other employees. Proxy materials also may be distributed to the beneficial owners of our stock by brokers, custodians and other parties, and we will reimburse such parties for their reasonable out-of-pocket and clerical expenses.
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Householding of Shareholder Materials
We may send a single Notice or set of proxy materials and other shareholder communications to any address shared by two or more shareholders, unless we have received contrary instructions from one or more of the shareholders. This process is called “householding.” This reduces duplicate mailings, saves printing and postage costs, and conserves natural resources. We will deliver promptly upon written or oral request a separate copy of the Notice or proxy materials to shareholders at a shared address to which a single copy of the documents was delivered. To receive a separate copy or to enroll in householding:
Shareholder of Record. If you are a shareholder of record, please submit your request to the Corporate Secretary, Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254.
Beneficial Owner. If you are a beneficial owner, please submit your request to your broker, bank or other nominee.
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Other Information
Shareholder Proposals
Shareholder Proposals Submitted Pursuant to SEC Rule 14a-8 for Inclusion in Next Year’s Proxy Statement. To be considered for inclusion in next year’s proxy statement, shareholder proposals submitted in accordance with the SEC’s Rule 14a-8 must be received at our principal executive offices no later than the close of business (5:00 p.m. Central Time) on December 12, 2025. Proposals should be addressed to the Corporate Secretary, Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254. Our Governance Committee reviews all shareholder proposals and makes recommendations to the Board for action on such proposals. We will determine whether or not to include any proposals in the proxy statement in accordance with applicable law, including SEC regulations.
Director Nominations for Inclusion in Next Year’s Proxy Statement Pursuant to the Company’s Bylaws (Proxy Access) and SEC Rule 14a-19 (Universal Proxy). We have adopted proxy access, whereby a shareholder (or a group of up to 20 shareholders) who has held at least 3% of our outstanding stock for three years or more may nominate a director and have that nominee included in our proxy materials, provided that the shareholder and nominee satisfy the requirements specified in our bylaws. Any shareholder who wishes to use these procedures to nominate a candidate for election to the Board for inclusion in our proxy statement relating to the 2026 annual meeting must satisfy the requirements specified in our bylaws and must provide written notice to our Corporate Secretary, which must be received no later than the close of business on December 12, 2025, and no earlier than the close of business on November 12, 2025. However, in the event that the 2026 annual meeting is called for a date that is not within 30 days before or after the first anniversary of the date the definitive proxy statement was first released to shareholders in connection with the immediately preceding annual meeting of shareholders, to be timely, the shareholder notice must be so delivered not earlier than the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The notice of proxy access must include the information specified in our bylaws, including information concerning the nominee and information about the shareholder’s ownership of and agreements related to our stock. Pursuant to SEC Rule 14a-19, for the Company’s 2026 annual meeting, the Company will be required to include on its proxy card all nominees for director of whom the Company has received adequate notice under the rule. For the proxy card relating to the 2026 annual meeting, the Company must receive notice of a shareholder’s intent to solicit proxies and provide the names of their nominees no later than the close of business on March 23, 2026.
Other Shareholder Business for Presentation at Next Year’s Annual Meeting. Our bylaws require that any shareholder wishing to nominate a candidate for director or to propose other business at the next annual meeting (other than proposals submitted pursuant to the SEC’s Rule 14a-8 or under our proxy access bylaw) must give us written notice between the close of business on January 22, 2026 and end of day on February 21, 2026, unless the 2026 annual meeting is called for a date that is not within 30 days before or after the anniversary of the 2025 annual meeting, in which case notice must be received no later than the close of business on the 10th day following the day on which we make a public announcement of the date of the annual meeting. The notice must comply with the requirements of our bylaws, which may be found under the “Governance” heading in the Investors section on our website at www.tenethealth.com*, and any applicable law. Any such business should be addressed to the Corporate Secretary, Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254. Any proposal or nomination that is not timely received by our Corporate Secretary or otherwise does not meet the requirements set forth in our bylaws will not be considered at the next annual meeting. If the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such proposal or nomination.
Incorporation by Reference
The information contained above under the captions “Audit Committee Report” and “Human Resources Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor will such information be incorporated by reference into any future filing except to the extent that the Company specifically incorporates it by reference into such filing. Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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Other Information
Annual Report on Form 10-K
We will provide to shareholders by mail, without charge, a copy of our Form 10-K. To request a copy, you should write to the Corporate Secretary, Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254.
Forward-Looking Statements
Certain statements contained in this Proxy Statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, each as amended, and are based on future expectations, plans and prospects for the Company’s business and operations that involve a number of risks and uncertainties. Such statements may include, among other words, “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar expressions or words and variations thereof that convey the prospective nature of events or outcomes generally indicative of forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. It is possible that Tenet’s actual results may differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, see “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other filings made by the Company from time to time with the SEC. Forward-looking and other statements in this Proxy Statement may also address our corporate responsibility progress, plans and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
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Appendix A: Non-GAAP Financial Measures
Adjusted EBITDA, a non-GAAP measure, is defined by the Company as net income available (loss attributable) to Tenet Healthcare Corporation common shareholders before (1) the cumulative effect of changes in accounting principle, (2) net loss attributable (income available) to noncontrolling interests, (3) income (loss) from discontinued operations, net of tax, (4) income tax benefit (expense), (5) gain (loss) from early extinguishment of debt, (6) other non-operating income (expense), net, (7) interest expense, (8) litigation and investigation benefit (costs) net of insurance recoveries, (9) net gains (losses) on sales, consolidation and deconsolidation of facilities, (10) impairment and restructuring charges and acquisition-related costs, (11) depreciation and amortization, and (12) income (loss) from divested and closed businesses (i.e., health plan businesses). Litigation and investigation costs do not include ordinary course of business malpractice and other litigation and related expense.
Adjusted Free Cash Flow, a non-GAAP measure, is defined by the Company as (1) Adjusted net cash provided by (used in) operating activities from continuing operations, less (2) purchases of property and equipment from continuing operations. Adjusted net cash provided by (used in) operating activities, a non-GAAP measure, is defined by the Company as cash provided by (used in) operating activities prior to (1) payments for restructuring charges, acquisition-related costs and litigation costs and settlements, and (2) net cash provided by (used in) operating activities from discontinued operations.
Adjusted diluted earnings (loss) per share from continuing operations (Adjusted EPS), a non-GAAP measure, is defined by the Company as Adjusted net income available (loss attributable) from continuing operations to Tenet Healthcare Corporation common shareholders, divided by the weighted average diluted shares outstanding in the reporting period. Adjusted net income available (loss attributable) from continuing operations to Tenet Healthcare Corporation common shareholders, a non-GAAP measure, is defined by the Company as net income available (loss attributable) to Tenet Healthcare Corporation common shareholders before (1) income (loss) from discontinued operations, net of tax, (2) gain (loss) from early extinguishment of debt, (3) litigation and investigation benefit (costs), net of insurance recoveries, (4) net gains (losses) on sales, consolidation and deconsolidation of facilities, (5) impairment and restructuring charges and acquisition-related costs, (6) income (loss) from divested and closed businesses (i.e., health plan businesses), and (7) the associated impact of these items on taxes and noncontrolling interests. Litigation and investigation costs excluded do not include ordinary course of business malpractice and other litigation and related expense.
The Company believes the foregoing non-GAAP measures are useful to investors and analysts because they present additional information about the Company’s financial performance. Investors, analysts, Company management and the Company’s Board of Directors utilize these non-GAAP measures, in addition to GAAP measures, to track the Company’s financial and operating performance and compare the Company’s performance to peer companies, which use similar non-GAAP financial measures in their presentations and earnings releases. The HR Committee of the Company’s Board of Directors also uses certain of these measures to evaluate management’s performance for the purpose of determining incentive compensation. Additional information regarding the purpose and utility of specific non-GAAP measures used in this Proxy Statement is set forth below.
The Company believes that Adjusted EBITDA is a useful measure, in part, because certain investors and analysts use both historical and projected Adjusted EBITDA, in addition to GAAP and other non-GAAP measures, as factors in determining the estimated fair value of shares of the Company’s common stock. Company management also regularly reviews the Adjusted EBITDA performance for each reporting segment. The Company does not use Adjusted EBITDA to measure liquidity, but instead to measure operating performance.
The Company uses, and believes investors use, Adjusted Free Cash Flow as a supplemental non-GAAP measure to analyze cash flows generated from the Company’s operations. The Company believes this measure is useful to investors in evaluating its ability to fund distributions paid to noncontrolling interests or for acquisitions, purchasing equity interests in joint ventures or repaying debt.
These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. Because these measures exclude many items that are included in the Company’s financial statements, they do not provide a complete measure
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Appendix A: Non-GAAP Financial Measures
of the Company’s operating performance. For example, the Company’s definition of Adjusted Free Cash Flow does not include other important uses of cash including (1) cash used to purchase businesses or joint venture interests, or (2) any items that are classified as Cash Flows from Financing Activities on the Company’s consolidated statements of cash flows, including items such as (i) cash used to repay borrowings, or (ii) distributions paid to noncontrolling interests. Accordingly, shareholders are encouraged to use GAAP measures when evaluating the Company’s financial performance.
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Reconciliations of Net Income Available to Tenet Healthcare Corporation Common Shareholders to Adjusted EBITDA Margin
(Unaudited)
| (Dollars in millions) |
Year Ended December 31, 2024 |
|||
| Net income available to Tenet Healthcare Corporation common shareholders |
$ 3,200 | |||
| Less: |
|
|
| |
| Net income available to noncontrolling interests |
(864 | ) | ||
| Net income |
4,064 | |||
| Income tax expense |
(1,184 | ) | ||
| Loss from early extinguishment of debt |
(8 | ) | ||
| Other non-operating income, net |
126 | |||
| Interest expense |
(826 | ) | ||
| Operating income |
5,956 | |||
| Litigation and investigation costs |
(35 | ) | ||
| Net gains on sales, consolidation and deconsolidation of facilities |
2,916 | |||
| Impairment and restructuring charges, and acquisition-related costs |
(102 | ) | ||
| Depreciation and amortization |
(818 | ) | ||
| Adjusted EBITDA |
$ 3,995 | |||
| Net operating revenues |
$20,665 | |||
| Net income available to Tenet Healthcare Corporation common shareholders as a % of net operating revenues |
15.5 | % | ||
| Adjusted EBITDA as a % of net operating revenues (Adjusted EBITDA margin) |
19.3 | % | ||
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP disclosures
Reconciliations of Net Cash Provided by Operating Activities to Free Cash Flow
(Unaudited)
| (Dollars in millions) |
Year Ended December 31, 2024 |
|||
| Net cash provided by operating activities |
$2,047 | |||
| Purchases of property and equipment |
(931 | ) | ||
| Free cash flow |
$1,116 | |||
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C/O TABULATOR, P.O. BOX 8016, CARY, NC 27512-9903
| Tenet Healthcare Corporation
Annual Meeting of Shareholders
For shareholders of record as of March 27, 2025
Thursday, May 22, 2025, at 8:00 AM, Central Time
Annual meeting to be held virtually via live audio webcast - please visit www.proxydocs.com/THC for more details.
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 8:00 AM, Central Time, May 22, 2025
This proxy is being solicited on behalf of the Board of Directors |
Internet: www.proxydocs.com/THC • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote | |||
| Phone: 1-866-892-1731 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions | ||||
| Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided | ||||
| Virtual: You must register to attend, participate and/or vote at the annual meeting at www.proxydocs.com/THC. | ||||
The undersigned hereby appoints Saumya Sutaria, Sun Park, Thomas W. Arnst and Chad J. Wiener (the “Named Proxies”), and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and any of them, to vote all the shares of capital stock of Tenet Healthcare Corporation that the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATIONS. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendations. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved
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| Tenet Healthcare Corporation Annual Meeting of Shareholders |
Please make your marks like this:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR EACH OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3
AGAINST PROPOSAL 4
| BOARD OF | ||||||||||
| DIRECTORS | ||||||||||
| COMPANY PROPOSALS | YOUR VOTE | RECOMMENDS | ||||||||
|
1. |
Election of Directors |
|||||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 1.01 Saumya Sutaria | ☐ | ☐ | ☐ | FOR | ||||||
| 1.02 J. Robert Kerrey | ☐ | ☐ | ☐ | FOR | ||||||
| 1.03 Vineeta Agarwala | ☐ | ☐ | ☐ | FOR | ||||||
| 1.04 James L. Bierman | ☐ | ☐ | ☐ | FOR | ||||||
| 1.05 Roy Blunt | ☐ | ☐ | ☐ | FOR | ||||||
| 1.06 Richard W. Fisher | ☐ | ☐ | ☐ | FOR | ||||||
| 1.07 Meghan M. FitzGerald | ☐ | ☐ | ☐ | FOR | ||||||
| 1.08 Cecil D. Haney | ☐ | ☐ | ☐ | FOR | ||||||
| 1.09 Christopher S. Lynch | ☐ | ☐ | ☐ | FOR | ||||||
| 1.10 Richard J. Mark | ☐ | ☐ | ☐ | FOR | ||||||
| 1.11 Tammy Romo | ☐ | ☐ | ☐ | FOR | ||||||
| 1.12 Stephen H. Rusckowski | ☐ | ☐ | ☐ | FOR | ||||||
| 1.13 Nadja Y. West | ☐ | ☐ | ☐ | FOR | ||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 2. | To approve, on an advisory basis, the Company’s executive compensation. | ☐ | ☐ | ☐ | FOR | |||||
| 3. | To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2025. | ☐ | ☐ | ☐ | FOR | |||||
| SHAREHOLDER PROPOSALS | ||||||||||
| 4. | To report on strategies and programs for improving maternal health outcomes. | ☐ | ☐ | ☐ | AGAINST | |||||
| Such other business as may properly come before the meeting or any adjournment or postponement of the meeting will be voted on by the proxy holders in their discretion. | ||||||||||
You must register to attend, participate and/or vote at the annual meeting at www.proxydocs.com/THC.
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc. should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
| Signature (and Title if applicable) | Date | Signature (if held jointly) |
Date |