Tenet Healthcare : First Quarter 2025 Proxy Statment
THC
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒Filed by a Party other than the Registrant ☐
Check the appropriate box:
Tenet Healthcare Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
Table of Contents
Table of Contents
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.
Table of Contents
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
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,
Saum Sutaria, M.D.
Chairman and Chief Executive Officer
Tenet Healthcare Corporation
Table of Contents
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:
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.
Table of Contents
Table of Contents
Proxy Statement Summary
1
Proposal 1 - Election of Directors
7
Corporate Governance and Board Practices
24
Commitment to Sound Corporate Governance Policies and
Practices
24
Board Leadership Structure
24
Board and Committee Organization and Responsibilities
25
Committees
26
Role of the Board and its Committees in Risk Oversight
30
ESG at Tenet
32
Policies on Ethics and Conduct
37
Certain Relationships and Related Person Transactions
37
Communications with the Board of Directors by Shareholders
and Other Interested Parties
38
Director Compensation
39
2024 Director Compensation Table
40
Compensation Plans Applicable to Directors
40
Director Stock Ownership and Retention Requirements
41
Executive Officers
42
Securities Ownership
44
Securities Ownership of Directors and Management
44
Securities Ownership of Certain Shareholders
45
Compensation Discussion and Analysis
46
Overview
47
Detailed Description and Analysis
50
Human Resources Committee Report
61
Executive Compensation Tables
62
2024 Summary Compensation Table
62
Grants of Plan-Based Awards During 2024
64
Outstanding Equity Awards
66
Option Exercises and Stock Vested
67
Nonqualified Deferred Compensation
68
Potential Payments Upon Termination or Change
of Control
69
Pay Ratio Disclosure
75
Pay Versus Performance
76
Securities Authorized for Issuance Under Equity
Compensation Plans
79
Equity Compensation Plan Information
79
Proposal 2 - Advisory Vote to Approve Executive
Compensation
80
Audit Committee Report
81
Proposal 3 - Ratification of the Selection of Independent
Registered Public Accountants
83
Proposal 4 - Shareholder Proposal to Report on
Strategies and Programs for Improving Maternal Health
Outcomes
84
General Information Regarding the Annual Meeting and
Voting
86
Other Information
90
Appendix A: Non-GAAP Financial Measures
A-1
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.
Table of 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 ANNUAL
MEETING OF
SHAREHOLDERS
Date and Time
Thursday,
May 22, 2025, at 8:00 a.m.
Central Time
VOTING MATTERS AND BOARD RECOMMENDATIONS
Proposal
Election of 13 Director Nominees
Our Board
1
See page 7
recommends a
vote FOR each
director nominee.
Proposal
Advisory Approval of the Company's
Our Board
2
Executive Compensation
recommends
See page 80
a vote FOR
this proposal.
Place
Online by registering at
www.proxydocs.com/THC
Proposal
Ratification of the Selection of Deloitte
See page 83
Our Board recommends a vote FOR this proposal.
Record Date:
March 27, 2025
Proposal
Shareholder Proposal to Report on
Our Board
4
Strategies and Programs for Improving
recommends a
Maternal Health Outcomes
vote AGAINST
See page 84
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 at www.proxydocs.com/THC.
2025 PROXY STATEMENT
Table of Contents
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.
2
Disclaimer
Tenet Healthcare Corporation published this content on April 14, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 14, 2025 at 18:54 UTC.