TENET HEALTHCARE CORP
For the period ended May 22, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 11, 2025
Contents
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.
| 2025 ANNUALMEETING OFSHAREHOLDERS 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 | VOTING MATTERS AND BOARD RECOMMENDATIONS | |||
|---|---|---|---|---|
| Proposal 1 | Election of 13 Director Nominees See page 7 | Our Board recommends a vote FOR each director nominee. | ||
| Proposal 2 | Advisory Approval of the Company’s Executive Compensation See page 80 | Our Board recommends a vote FOR this proposal. | ||
| Proposal 3 | Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants for the year ending December 31, 2025 See page 83 | Our Board recommends a vote FOR this proposal. | ||
| 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. | ||
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 atwww.proxydocs.com/THC.
2025 PROXY STATEMENT
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.
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 | 3 |
Director Nominees’ Experience and Composition
Having an independent Board is a core element of our governance philosophy. Under our Corporate Governance Principles, at leasttwo-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:
| Executive Leadership | Regulatory and Public Sector | ||
| lllllllllllll 13 | lllllllll 9 | ||
| Healthcare Industry | Public Company Board Service | ||
| lllllll 7 | llllllllll 10 | ||
| Accounting and Finance | Cybersecurity and Information Technology | ||
| lllll 5 | lll 3 | ||
| Crisis and Risk Management | |||
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 |
|---|
| Age Distribution | Tenure |
|---|
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 | 5 |
| 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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.