LOGO

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 6.

~~Executive Officers~~ LOGO

Biographical information for the executive officers of the Company is set forth below. Biographical information for Mr. Rittenmeyer and Dr. Sutaria can be found under “Nominees for Election to the Board of Directors” on page 5.

~~Audrey T. Andrews,~~~~Executive Vice President, General Counsel and Corporate Secretary~~

Ms. Andrews, 54, was appointed Tenet’s General Counsel in January 2013 and Executive Vice President in March 2019. In this capacity, she oversees the legal and government relations functions for Tenet, USPI and Conifer. Ms. Andrews was also appointed Corporate Secretary in March 2020. Ms. Andrews previously held the title of Senior Vice President from January 2013 to February 2019. From July 2008 through December 2012, she served as Senior Vice President and Chief Compliance Officer and, prior to that, served as Vice President and Chief Compliance Officer from November 2006. She joined Tenet in 1998 as hospital operations counsel. Ms. Andrews earned her law degree and her bachelor’s degree in government, both from the University of Texas at Austin. She is a member of the American and Texas Bar Associations and the American Health Lawyers Association.

Paola M. Arbour,Executive Vice President and Chief Information Officer

Ms. Arbour, ~~57,~~60, 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~~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.

~~Daniel J. Cancelmi,~~

Thomas W. Arnst,Executive Vice President, Chief Administrative Officer, General Counsel and CorporateSecretary

Mr. Arnst, 61, serves as Tenet’s Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, where 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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Lisa Y. Foo,Executive Vice President, Commercial Operations

Ms. Foo, 33, 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.

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Sun Park,Executive Vice President and Chief Financial Officer

Mr. ~~Cancelmi, 58,~~Park, 48, was appointed Tenet’s Chief Financial Officer in ~~September 2012~~January 2024 and Executive Vice President in ~~March 2019. He~~July 2023. Mr. Park previously served as Senior Vice President from April 2009, Principal Accounting Officer from April 2007 and Controller from September 2004. Mr. Cancelmi was a Vice President and Assistant Controller at Tenet from September 1999 until his promotion to Controller. He joined the Companyserved as Chief Financial Officer of Hahnemann University Hospital. Prior to that, he held various positions at PricewaterhouseCoopers, in the Pittsburgh office and in the firm’s National Accounting and SEC office in New York City. Mr. Cancelmi is a certified public accountant licensed in the states of Florida and Texas who received his bachelor’s degree in accounting from Duquesne University in Pittsburgh. He is also a member of the American and Florida Institutes of Certified Public Accountants and the Texas Society of Certified Public Accountants.

~~Howard B. Hacker,~~Executive Vice President and Group Chief ~~Compliance~~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. ~~Hacker, 49,~~Park was appointed Tenet’s Chief Compliance Officer in May 2016 and Executive Vice President in March 2019. In this capacity, he is responsible for overseeing the ethics and compliance programs for the Tenet enterprise, reporting directly to the Quality, Compliance and Ethics Committee of Tenet’s board of directors. Mr. Hacker previously held the title of Senior Vice President from May 2016 to February 2019. Mr. Hacker joined Tenet after more than a decade at Pfizer Inc., where he had served in various legal and compliance leadership positions since May 2004. Prior to Pfizer, Mr. Hacker worked for the law firms of Jones Day and Akin Gump Strauss Hauer & Feld, where he specialized in securities law and mergers and acquisitions. Mr. Hacker earned his law degree from the University of Texas at Austin and his bachelor’s degree in Russian and history from Washington University in St. Louis.

~~Marie Quintana,~~Executive Vice President of ~~Communications~~Strategy and ~~Chief Marketing Officer~~

~~Ms. Quintana, 64, was appointed Tenet’s Chief Marketing Officer~~Development for AmerisourceBergen. Before joining AmerisourceBergen, Mr. Park served in ~~May 2018~~various leadership roles across corporate development, corporate strategy and ~~Executive Vice President~~R&D portfolio management at MedImmune, the global biologics division of ~~Communications~~AstraZeneca. Before joining MedImmune, he held positions at Charterhouse Group International and Merrill Lynch & Company. He earned a Bachelor of Arts in ~~March 2019. Ms. Quintana previously held the title Senior Vice President, Communicataions~~Economics and a Bachelor of Arts in Biochemistry from July 2018 to February 2019. Under her leadership, Tenet activated its first integrated national marketing campaign, driving strong results in brand recognition and awareness. She also serves as chair of the Tenet Healthcare Foundation and is a director on the Governing Board of the Detroit Medical Center, which is operated by Tenet. Prior to joining Tenet, Ms. Quintana spent 14 years at PepsiCo where she held the positions of Senior Vice President of Sales and Marketing from March 2005 to April 2012, Vice President of Global IT


26

~~Executive Officers~~


								Yale University.

Strategy from July 2003 to March 2005, and Vice President of Technology from October 1998 to July 2003. Ms. Quintana earned her bachelor’s degree from Louisiana State University and her master’s degree from Tulane University. She ~~co-founded~~ the PepsiCo Women of Color Alliance, which was awarded the Catalyst Award in 2007. She is a past founding board member of the Network of Executive Women and previously served on the Board of Catholic Charities of Dallas. She has also been named one of the Top 50 Hispanic Women in Business by Hispanic Business Magazine and one of the Top 50 Women in Grocery by Progressive Grocer. She currently serves on the board of directors for Fetch Rewards, Inc.


		~~2021 PROXY STATEMENT~~			27

~~Securities Ownership~~2024 PROXY STATEMENT

~~Securities Ownership of Management~~

The table below discloses the shares, options and other securities beneficially owned by our directors and director nominees, each of our NEOs, and our current directors and executive officers as a group, as of March 15, 2021 (unless indicated below otherwise)

LOGO

Securities Ownership

Securities Ownership of 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 1, 2024 (unless otherwise indicated below). No director or current executive officer has pledged any shares of our common stock.



Name	Shares Beneficially Owned⁽¹⁾
Name	Shares of Common Stock⁽²⁾			Shares Underlying Options/RSUs Exercisable Within 60 Days of March 1, 2024			Percent of Class as of March 1, 2024

Saumya Sutaria, M.D.		496,521			-0-			*

Vineeta Agarwala, M.D., PhD		1,562	⁽³⁾		-0-			*

Paola M. Arbour		47,971			-0-			*

Thomas W. Arnst		8,148			-0-			*

James L. Bierman		53,720	⁽⁴⁾		-0-			*

Roy Blunt		2,798	⁽⁵⁾		-0-			*

Daniel J. Cancelmi		515,443			61,383			*

Richard W. Fisher		20,127	⁽⁶⁾		-0-			*

Meghan M. FitzGerald, DrPH		35,269	⁽⁷⁾		-0-			*

Lisa Y. Foo		19,566			-0-			*

Cecil D. Haney		14,535	⁽⁸⁾		-0-			*

J. Robert Kerrey		60,725	⁽⁹⁾		-0-			*

Christopher S. Lynch		25,620	⁽¹⁰⁾		-0-			*

Richard J. Mark		47,303	⁽⁶⁾		-0-			*

Sun Park		-0-			20,707	⁽¹¹⁾		*

Tammy Romo		61,280	⁽¹²⁾		-0-			*

Stephen H. Rusckowski		3,682	⁽¹³⁾		-0-			*

Nadja Y. West, M.D.		31,462	⁽¹⁴⁾		-0-			*

Current executive officers and directors as a group (17 persons)⁽¹⁵⁾		930,289	⁽¹⁶⁾		20,707			0.93	%

*	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.~~stock either upon termination of service or upon the third anniversary of the date of grant.

Name
Shares Beneficially Owned⁽¹⁾
Shares of
Common Stock⁽²⁾
Options
Exercisable Within
60 Days of
March 15, 2021
Percent
of Class
as of
March 15, 2021

Audrey Andrews

65,545

56,626

*

Paola Arbour

9,029

-0-

*

James L. Bierman

42,242

⁽³⁾

-0-

*

Daniel J. Cancelmi

362,000

-0-

*

Richard W. Fisher

41,825

⁽⁴⁾

-0-

*

Meghan M. FitzGerald

36,021

⁽⁵⁾

-0-

Cecil D. Haney

3,057

⁽⁶⁾

-0-

*

Sandra R.A. Karrmann

8,309

⁽⁷⁾

-0-

*

J. Robert Kerrey

75,769

⁽⁸⁾

-0-

*

Christopher S. Lynch

22,120

⁽⁹⁾

-0-

*

Richard J. Mark

41,825

⁽⁴⁾

-0-

*

Ronald A. Rittenmeyer

626,534

⁽¹⁰⁾

119,260

⁽¹¹⁾

*

Tammy Romo

56,802

⁽¹²⁾

-0-

*

Saumya Sutaria

100,331

-0-

*

Nadja Y. West

19,984

⁽¹³⁾

-0-

*

Current executive officers and directors as a group (17 persons)

1,538,936

⁽¹⁴⁾

188,368

1.6

%

(3)

Represents 1,562 RSUs granted under our 2019 Stock Incentive Plan.

*	~~Less than 1%.~~

(4)	Includes 16,030 RSUs granted under our 2019 Stock Incentive Plan.

(5)	Represents 2,798 RSUs granted under our 2019 Stock Incentive Plan.

(6)	Includes 16,088 RSUs granted under our 2019 Stock Incentive Plan.

(7)	Includes 13,313 RSUs granted under our 2019 Stock Incentive Plan.

(8)	Includes 12,850 RSUs granted under our 2019 Stock Incentive Plan.

(9)	Includes 14,397 RSUs granted under our 2019 Stock Incentive Plan.

(10)	Includes 14,481 RSUs granted under our 2019 Stock Incentive Plan.

(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 12,789 RSUs granted under our 2019 Stock Incentive Plan.

(13)	Represents 3,682 RSUs granted under our 2019 Stock Incentive Plan.

(14)	Includes 14,044 RSUs granted under our 2019 Stock Incentive Plan.

(15)	Does not include securities owned by Mr. Cancelmi, who retired effective December 31, 2023.

(16)	Includes RSUs granted to non-employee directors under our 2019 Stock Incentive Plan.

~~(1)~~


40				~~Except as indicated, each individual named has sole control as to investment and voting power with respect to the securities owned.~~

Securities Ownership

~~(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.

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~~(3)~~

~~Includes 33,947 RSUs granted under our stock incentive plans.~~

~~(4)~~

~~Includes 34,005 RSUs granted under our stock incentive plans.~~

~~(5)~~

~~Includes 29,868 RSUs granted under our stock incentive plans.~~

~~(6)~~

~~Represents 3,057 RSUs granted under our stock incentive plans.~~

~~(7)~~

~~Holdings for Ms. Karrmann are reported as of October 24, 2020, the date that she ceased to be an executive officer of the Company.~~

~~(8)~~

~~Includes 37,794 RSUs granted under our stock incentive plans.~~

~~(9)~~

~~Represents 22,120 RSUs granted under our stock incentive plans.~~

~~(10)~~

~~Includes 15,000 shares held by Mr. Rittenmeyer’s spouse.~~

~~(11)~~

~~Represents 119,260 RSUs granted under our stock incentive plans. These RSUs are scheduled to vest and settle in shares of our common stock on March 31, 2021.~~

~~(12)~~

~~Includes 30,706 RSUs granted under our stock incentive plans.~~

~~(13)~~

~~Includes 18,984 RSUs granted under our stock incentive plans.~~

~~(14)~~

~~Includes RSUs granted to~~ ~~non-employee~~ ~~directors under our stock incentive plans.~~


28

~~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 1, 2024
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		11,110,396	⁽¹⁾		10.91	%
BlackRock, Inc. 55 East 52^ndStreet New York, NY 10055		10,881,666	⁽²⁾		10.69	%
Glenview Capital Management, LLC 767 Fifth Avenue, 44^thFloor New York, NY 10153		7,742,322	⁽³⁾		7.60	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202		7,124,316	⁽⁴⁾		7.0	%
Investco Ltd. 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309		5,422,099	⁽⁵⁾		5.32	%

(1)

Based on a Schedule 13G/A filed with the SEC ~~each~~on February 13, 2024 by The Vanguard Group, Inc., on behalf of ~~the following entities owns more than 5% of our outstanding common stock~~itself and its named subsidiaries and affiliates (collectively, “Vanguard”), 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 15, 2021

Glenview Capital Management, LLC
    767 Fifth Avenue, 44^th Floor
    New York, NY 10153
16,225,320 ⁽¹⁾ 15.24 %

BlackRock, Inc.
    55 East 52^nd Street
    New York, NY 10055
12,191,094 ⁽²⁾ 11.45 %

The Vanguard Group, Inc.
    100 Vanguard Blvd.
    Malvern, PA 19355
11,407,086 ⁽³⁾ 10.71 %
Harris Associates L.P.

    111 S. Wacker Drive, Suite 4600
    Chicago IL 60606
7,114,001 ⁽⁴⁾ 6.68 %

~~(1)~~

Based on a Schedule 13D/A filed with the SEC on February 4, 2021 by Glenview Capital Management, LLC and its named subsidiaries and affiliates (collectively, “Glenview”), and Lawrence M. Robbins, as of February 2, 2021, and additional information available to the Company as described in this footnote. Glenview Capital Management, LLC serves as an investment manager to various Glenview funds, and Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. Glenview and Mr. Robbins reported shared voting and investment power with respect to all of the shares indicated above.

~~(2)~~

Based on a Schedule 13G/A filed with the SEC on January 27, 2021 by BlackRock, Inc., on behalf of itself and its named subsidiaries and affiliates (collectively, “BlackRock”), as of December 31, 2020. BlackRock reported sole voting power with respect to 11,992,806December 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 13D/A filed with the SEC on February 14, 2024 by Glenview Capital Management, LLC and its named subsidiaries and affiliates (collectively, “Glenview”), and Lawrence M. Robbins, as of December 31, 2023, and additional information available to the Company as described in this footnote. Glenview Capital Management, LLC serves as an investment manager to various Glenview funds, and Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. Glenview and Mr. Robbins reported shared voting and investment power with respect to all of the shares indicated above.

(4)

Based on a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Associates, Inc. (T. Rowe Price), as of December 31, 2023. T. Rowe Price reported sole voting power with respect to 3,497,685 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.

~~(3)~~

Based on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group, Inc., on behalf of itself and its named subsidiaries and affiliates (collectively, “Vanguard”), as of December 31, 2020. Vanguard reported sole voting power with respect to 0 of the shares indicated above, shared voting power with respect to 116,030 of the shares indicated above, sole dispositive power with respect to 11,210,504 of the shares indicated above and shared dispositive power with respect to 196,582 of the shares indicated above.


		2024 PROXY STATEMENT		41

~~(4)~~

Based on a Schedule 13G/A filed with the SEC on February 12, 2021 by Harris Associates L.P. (Harris), as of December 31, 2020. Harris reported sole voting power with respect to 4,710,340 shares and sole dispositive power with respect to all of the shares indicated above.

~~Delinquent Section 16(a) Reports~~

~~Due to a technical issue, the Form 4 filing reporting one transaction for J. Robert Kerrey was filed one day late.~~

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		~~2021 PROXY STATEMENT~~			29

~~Compensation Discussion & Analysis~~

~~This CD&A describes our compensation programs and reviews compensation decisions~~

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 2023:

Named Executive ~~Officers (NEOs) for 2020:~~Officer

Title

Saum Sutaria

	Chairman and Chief Executive Officer

Dan Cancelmi		Former Executive Vice President and Chief Financial Officer⁽¹⁾

Tom Arnst		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Lisa Foo		Executive Vice President, Commercial Operations


~~Named Executive Officer~~		~~Title~~

~~Ron Rittenmeyer~~		~~Executive Chairman and Chief Executive Officer (CEO)~~

~~Saum Sutaria~~		~~President and Chief Operating Officer~~

~~Dan Cancelmi~~		~~Executive Vice President and Chief Financial Officer~~

~~Audrey Andrews~~		~~Executive Vice President and General Counsel~~

Paola Arbour		Executive Vice President and Chief Information Officer

(1)	Mr. Cancelmi retired as Executive Vice President and Chief Financial Officer effective December 31, 2023 and was succeeded by Sun Park effective January 1, 2024.
~~Sandi Karrmann~~

CD&A Table of Contents

~~Former Executive Vice President and Chief Human Resources Officer~~⁽¹⁾
Overview
43

2023: Advancing our Strategy and Mission to Expand Quality, Compassionate Care

~~(1)~~

~~Ms. Karrmann served as Executive Vice President and Chief Human Resources Officer of the Company until her resignation on October 24, 2020~~

~~CD&A Table of Contents~~2023 Compensation Program Highlights

2023 Say-on-Pay Vote


~~Overview~~	31
~~2020: Delivering Quality, Compassionate Care While Responding to~~ ~~COVID-19~~	31
~~2020 Compensation Program Highlights~~	32
~~Say-on-Pay~~ ~~Vote~~	33
~~Compensation Elements Link Pay with Performance~~	33	44
Compensation Elements Link Pay with Performance	45
Best Practices Support Strong Compensation Governance	34

~~Detailed Description and Analysis~~	35
~~2020 Compensation Decisions~~	35
~~Base Salary~~	35
~~Annual Incentive Plan~~	35
~~Long-Term Incentive Compensation~~	39
~~The Compensation Process~~	42
~~Role of the Human Resources Committee~~	42
~~Independent Compensation Consultant~~	42
~~Benchmarking Against Peer Companies~~	42
~~Other Compensation, Benefits and Considerations~~	44
~~Perquisites~~	44
~~Executive Severance Plan~~	44
~~Executive Retirement Programs~~	44
~~Employee Benefits~~	44
~~Tax Matters~~	45
~~Compensation Governance Practices~~	45
~~Stock Ownership and Retention Requirements~~	45
~~Equity Grant Timing and Stock Option Exercise Prices~~	45
~~Prohibition on Hedging or Pledging Our Stock~~	46
~~Clawback Policies~~	46

Detailed Description and Analysis


30								47

2023 Compensation ~~Discussion & Analysis~~Decisions

~~Overview~~

~~2020: Delivering Quality, Compassionate Care While Responding to~~ ~~COVID-19~~

In 2020, Tenet faced challenges never experienced in our history. Our ability to perform under such difficult and constantly evolving circumstances underscored the strength of our colleagues across the enterprise as well as the positive impact of our multi-year turnaround, which began under the leadership of our Board and Executive Chairman and Chief Executive Officer (CEO), Ron Rittenmeyer. We implemented a comprehensive and active response to the pandemic, focused on the safety of our personnel and our patients, and steadily improved performance in each operating segment as we moved through the year. We continued to advance ~~top-tier~~ ~~clinical programs to serve growing acute and chronic care needs in our hospitals, while completing a transformational ambulatory transaction and pivoting our business toward higher-growth, lower~~ ~~cost-of-care~~ ~~settings. And, we continued to post an improved level of margin performance at Conifer, which provided exceptional support to clients throughout the pandemic.~~


		~~2021 PROXY STATEMENT~~			31			47

Base Salary

Annual Incentive Plan

Long-Term Incentive Compensation

The Compensation ~~Discussion & Analysis~~Process

Our strong relative TSR performance highlights the successful execution of our multi-year turnaround strategy since our change in leadership a little over three years ago. We believe that our three-year TSR, which captures the effectRole of the intense turnaround effort that began in late 2017, is a more meaningful measure of our longer-term performance than our one-year TSR, which can be significantly impacted by short-term market volatility unrelated to our performance (as occurred at various times during 2020). Despite the challenge and uncertain macroeconomic environment presented during the last year by COVID-19, the achievements highlighted above illustrate the positive impact of our multi-year turnaround as well as our continued momentum in building a framework for our long-term growth and success. Further, our 2021 year-to-date TSR performance (as of March 25, 2021) remains strong and ranks above the 90th percentile of our peer group and the S&P 500.Human Resources Committee

~~2020 Compensation Program Highlights~~



~~Secured Extension of CEO’s Employment~~		In February 2020, after considering his extraordinary accomplishments in turning Tenet around and his continued importance in implementing the Company’s long-term strategic goals, the Board extended Mr. Rittenmeyer’s term of service from June 2021 through December 2022 through an amendment to his Employment Agreement that: • ~~Increased Mr. Rittenmeyer’s annual base salary to $1.5 million~~ • ~~Provided for an award of RSUs, vesting quarterly through December 2022, valued at $10 million to recognize his extended service period~~

~~Streamlined~~ ~~LTI Program~~		In February 2020, the HR Committee approved a streamlined and simplified long-term equity compensation program, which further aligns NEO and shareholder interests. The 2020 LTI compensation for executive officers other than Mr. Rittenmeyer and Dr. Sutaria consists entirely of RSUs: • ~~50% time-based awards vesting ratably over three years~~ • 50% performance-based awards earned over a three-year period based on the achievement of Adjusted EPS and Adjusted Free Cash Flow Less Cash NCI. These performance metrics are established at the start of each year of the three-year performance period subject to a cumulative three-year Relative TSR performance modifier.*

~~Donated Salaries in~~ ~~Response to~~ ~~COVID-19~~		~~Mr. Rittenmeyer donated 100% of his base salary earned from April through June 2020 to the Tenet Care Fund, a 501(c)(3) established to assist Company employees who have experienced hardships from the~~ ~~COVID-19~~ pandemic and other challenges. Each of our other NEOs donated 20% of their salaries over the same period. The Tenet Care Fund supported over 1,100 of our employees in 2020, with approximately $2,000,000 raised over the year.

~~2020 Annual Incentive~~ ~~Plan Payouts~~		Our Compensation Committee applied negative discretion after our 2020 annual incentives were earned at 200% of target, based upon our maximum achievement of both performance metrics, Adjusted EBITDA (weighted 70%) and Adjusted Free Cash Flow Less NCI (weighted 30%). As a result of these downward adjustments, corporate performance was deemed achieved at 117% of target and final payouts for our NEOs ranged from 130% to 150% of target payout levels after applying each officer’s individual performance multiplier.**

*	~~See Appendix A for definitions of Adjusted EPS and Adjusted Free Cash Flow which is then less cash distributions paid to NCI as reflected on the Company’s consolidated statements of cash flow.~~

**	~~Ms. Karrmann did not receive a 2020 annual incentive plan payment due to her October 2020 resignation.~~


32

~~Compensation Discussion & Analysis~~

~~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. Our Company has continued to receive strong support for our ~~Say-on-Pay~~ proposal every year since 2017, with 90% of votes cast in favor of such proposal at our 2020 Annual Meeting. In light of the continued strong shareholder support, our HR Committee did not make any changes to the structure of our executive compensation program as a result of the 2020 vote. The HR Committee will continue to consider shareholder feedback, input from our independent compensation consultant and the outcomes of future ~~Say-on-Pay~~ ~~votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs.~~

~~Compensation Elements Link Pay with Performance~~

~~The following table outlines the primary components of our NEOs’ 2020 compensation packages (other than Mr. Rittenmeyer and Dr. Sutaria, as discussed above):~~



~~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 role~~	• ~~Attracts and retains talented executives with competitive fixed pay~~

~~Annual~~ ~~Incentive Plan~~	• ~~Compensation tied to achievement of annual performance goals~~ • ~~Award amount increases with executive’s level of influence on business outcomes and reflects individual performance~~	• ~~Motivates and rewards executives for meeting annual goals that drive long-term growth~~ • ~~Challenging, objective performance metrics set annually based on Company’s business plans~~

~~Long-Term Incentive Compensation~~

~~Performance -~~ ~~Based RSUs~~	• Awards cliff vest in three years based on performance against adjusted earnings per share (EPS)* and adjusted free cash flow (FCF) minus cash distributions paid to noncontrolling interests (NCI).* These goals are established at the beginning of each year within the three-year period • ~~Relative total shareholder return (TSR) modifier is measured over the full three-year performance period and may reduce or increase earned payouts~~	• 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 weaken retentive value in the event of a single year of below threshold performance • ~~Relative TSR modifier applied over the full vesting period strengthens long-term shareholder alignment and motivates our executives to achieve long-term share price appreciation~~

~~Time-Based RSUs~~	• ~~RSUs vest ratably over three years~~	• ~~Aligns economic interests of executives and shareholders through equity ownership~~ • ~~Encourages retention and subject to forfeiture in the event executive terminates employment~~

*	~~See Appendix A for definitions of Adjusted EPS and Adjusted Free Cash Flow which is then less cash distributions paid to NCI as reflected on the Company’s consolidated statements of cash flow.~~


		~~2021 PROXY STATEMENT~~			33			52

Independent Compensation ~~Discussion & Analysis~~

Consultant~~Best Practices Support Strong Compensation Governance~~

~~We maintain the following best practices to ensure our governance of executive compensation reflects our~~ ~~pay-for-performance~~ ~~philosophy and aligns the interests of our executives and shareholders.~~



~~What We Do~~

~~Active engagement with investors~~	~~Emphasis on~~ ~~pay-for-performance~~

~~Meaningful stock ownership and retention requirements~~	~~Clawback provisions for all performance-based compensation~~

~~Conduct an annual compensation risk assessment~~	~~Double-trigger~~ ~~change-in-control~~ ~~benefits~~

~~Cap payouts under annual incentive and performance- based RSU programs~~	~~Independent compensation consultant~~

~~What We Don’t Do~~
~~Ø No excise tax~~ ~~gross-ups~~ on ~~change-in-control~~ ~~severance benefits~~	~~Ø Directors and executive officers cannot hedge or~~ ~~pledge Company securities~~
~~Ø No excessive perquisites~~	~~Ø No repricing of underwater stock options~~
~~Ø No single-trigger equity acceleration on a~~ ~~change-in-control~~		52
Benchmarking Against Peer Companies		53
Other Compensation, Benefits and Considerations		54
Perquisites		54
Executive Severance Plan		54
Employee Benefits		54
Executive Retirement Programs		54
Compensation Governance Practices		55
Stock Ownership and Retention Requirements		55
Equity Grant Timing and Stock Option Exercise Prices		55
Prohibition on Hedging or Pledging Our Stock		55
Clawback Policies		56
Human Resources Committee Report		57
Executive Compensation Tables		58


42

Compensation Discussion & Analysis

LOGO

Overview

2023: Advancing our Strategy and Mission to Expand Quality, Compassionate Care

In 2023, Tenet delivered outstanding operating results driven by strong revenue growth and disciplined cost management. Our strong operational execution during 2023 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 and our population of partnered and affiliated physicians, accretive acquisitions and de novo development. In addition, we continue to enhance high-acuity services at our hospitals, including cardiovascular, neurosciences, surgical services and trauma.


		2024 PROXY STATEMENT		43

Compensation Discussion & Analysis

LOGO

2023 Compensation Program Highlights



34

~~Compensation Discussion & Analysis~~

~~Detailed Description and Analysis~~2023 Annual Incentive

~~2020 Compensation Decisions~~Plan Payouts

~~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 NEO salaries 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 ~~addition to the increase in Mr. Rittenmeyer’s base salary as part of his 2020 Employment Agreement extension described above, in~~ February ~~2020,~~2024, the HR Committee approved a 4.9% increase in Mr. Cancelmi’s base salary in recognition of his strong performance and to better align with competitive market practices. The HR Committee determined that the base salaries for all other NEOs would remain unchanged for 2020.

~~As discussed above, to help Company employees facing adversity during the~~ ~~COVID-19~~ pandemic, Mr. Rittenmeyer donated 100% of his base salary earned from April through June 2020 to the Tenet Care Fund, and each of the other NEOs donated 20% of their salaries to the Tenet Care Fund over the same period.


~~Named Executive Officer~~		~~2020~~ ~~Annual Base Salary~~ ~~(As of December 31, 2020)~~

~~Ron Rittenmeyer~~		~~$1,500,000~~

~~Saum Sutaria~~		~~$1,000,000~~

~~Dan Cancelmi~~		~~$ 650,000~~

~~Audrey Andrews~~		~~$ 550,000~~

~~Paola Arbour~~		~~$ 500,000~~

~~Sandi Karrmann~~⁽¹⁾		~~$ 500,000~~

~~(1)~~

~~Ms. Karrmann served as Executive Vice President and Chief Human Resources Officer of the Company until her resignation on October 24, 2020.~~

~~Annual Incentive Plan~~

~~Our AIP provides annual cash incentives to~~final payouts under 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 directly influence with challenging targets so that, in order to pay out, the Company must meet the goals communicated to shareholders. The2023 Annual Incentive Plan, ~~also includes an~~with corporate performance achieved at 200% of target. Final payouts for our NEOs ranged from 240% to 280% of target payout levels after application of each officer’s 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 a positive influence on Company culture.multiplier.



2023 LTI Program Awards	~~2021 PROXY STATEMENT~~	35

~~Compensation Discussion & Analysis~~

~~2020 Target Annual Incentive Award Levels for Named Executive Officers~~

In ~~2020,~~March 2023, the HR Committee approved ~~the following target bonus award levels for each NEO, none of which were increased relative to the prior year.~~


~~Named Executive Officer~~	~~Target Award Relative~~ ~~to Base Salary~~

~~Ron Rittenmeyer~~		~~150~~	%

~~Saum Sutaria~~		~~100~~	%

~~Dan Cancelmi~~		~~100~~	%

~~Audrey Andrews~~		75	%

~~Paola Arbour~~		75	%

~~Sandi Karrmann~~		75	%

~~2020 AIP Performance Metrics and Results~~

Funding for the 2020 AIP pool was based on the Company’s total annual Adjusted EBITDA (weighted 70%) and Adjusted Free Cash Flow Less Cash Payments to Noncontrolling Interests (Adjusted Free Cash Flow Less NCI) (weighted 30%). Payout of these metrics can range from 0% to 200% depending on performance.

The HR Committee continued to use Adjusted EBITDA as the most significant metric because it is the primary measure used by financial analysts and investors to judge the Company’s financial performance. The HR Committee selected Adjusted Free Cash Flow 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, including acquisitions, investing in joint ventures, or repurchasing 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 Free Cash Flow less NCI to both short-term and long-term value creation for shareholders, the HR Committee decided to continue using it in both the 2020 AIP and LTI programs.

The HR Committee, on the recommendation of management, determined that it was appropriate to exercise negative discretion to reduce the AIP funding pool from 200% to 117% in order to offset favorability in our overall financial performance resulting from the ~~COVID-19~~ pandemic, including grants and other benefits the Company received under the CARES Act, that was unrelated to management’s actions. The adjusted payout level reflects the Company’s projected performance before the impact of the ~~COVID-19~~ ~~pandemic.~~

Metric
Threshold
Level Target
Level Maximum
Level Actual
Performance Percentage
of Target Calculated
Payout

Adjusted EBITDA⁽¹⁾

$

2.650 billion

$

2.825 billion

$

3.050 billion

$

3.146 billion

200

%

140

Adjusted FCF less NCI⁽²⁾
$ 390 million $ 480 million $ 570 million $ 2,914 million 200 %   60
Initial Funding Pool

200%
Negative Discretionary Adjustment

(83%)
Final Funding Pool

117% 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 reflected on the Company’s consolidated statements of cash flow.~~

~~Individual Performance Modifiers~~


36

~~Compensation Discussion & Analysis~~

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.

For the CEO, the HR Committee gathers feedback from select members of management as well as a CEO self-evaluation and discusses the performance of the CEO with the other independent members of the Board in executive session. For reviews of other executive officers, the CEO provides the HR Committee a detailed evaluation and recommendation based in part on a self-assessment completed by each executive officer.


		~~2021 PROXY STATEMENT~~			37

~~Compensation Discussion & Analysis~~

The HR Committee applied the following performance modifiers for our NEOs based on the material factors provided below. Ms. Karrmann did not receive a 2020 AIP Payout in light of her October 2020 resignation.



~~Named Executive Officer~~	~~Individual~~ ~~Performance~~ ~~Multiplier~~	~~Performance Review Summary~~

~~Mr. Rittenmeyer~~	~~150%~~	• ~~Focused first and foremost on quality and safety, led a cohesive and coordinated enterprise-wide response to the pandemic while delivering strong financial and operational results in a turbulent year.~~ • ~~Repositioned the Company’s growth trajectory by advancing key strategic objectives like the transformative acquisition of 45 ambulatory surgery centers.~~ • ~~Strengthened the Company’s commitment to elevating its people, fostering an inclusive culture, ensuring effective governance and realigning on purpose.~~

~~Dr. Sutaria~~	~~150%~~	• Leadership has been especially pivotal in accelerating our growth and performance, reassuring our ongoing resilience during the pandemic, and bringing to bear expanded offerings for patients notwithstanding the tremendous challenges we all faced in 2020. • ~~Continued to drive changes in business unit leadership to strengthen organizational roots and position our best people to expand their skills and continue to positively impact the enterprise.~~ • ~~Appointed to the Company’s Board of Directors in November 2020.~~

~~Mr. Cancelmi~~	~~140%~~	• Instrumental in leading our finance team through the pandemic with equal commitment to diligent review of various governmental orders and grants and improved quality of our ongoing operational processes. • ~~Restructured the balance sheet and reinforced investor confidence while ensuring transparency.~~ • ~~Championed talent upgrades for key leadership roles in finance team.~~

~~Ms. Andrews~~	~~130%~~	• ~~Successfully navigated the pandemic related rules that changed frequently and covered all legal issues.~~ • ~~Leadership and support to the compliance team that allowed us to meet key priorities notwithstanding the impact of~~ ~~COVID-19.~~ • ~~Significant contributions to streamlining USPI’s structure and legal processes to align with enterprise goals.~~

~~Ms. Arbour~~	~~130%~~	• ~~Quickly led transition to successfully relocate our headquarters, satellite offices and Global Business Center (GBC) employees to a remote working environment within a short period.~~ • ~~Improved process and successfully worked with third parties to meet cybersecurity protection goals.~~ • ~~Adjusted capital expenditures while partnering with teams in the field on the right enterprise priorities and creating a true service culture.~~


38

~~Compensation Discussion & Analysis~~

~~The table below shows target and actual AIP awards earned by each NEO for 2020.~~

Named Executive Officer

Target
AIP Payout
Calculated
AIP Payout
Individual
Performance
Multiplier

2020 Actual
AIP Payout

Ron Rittenmeyer

$

2,250,000

$

2,632,500

150

%

$

3,948,750

Saum Sutaria

$
1,000,000

$
1,170,000

150
%

$
1,755,000
Dan Cancelmi

$
650,000

$
760,500

140
%

$
1,064,700
Audrey Andrews

$
412,500

$
482,625

130
%

$
627,413
Paola Arbour

$
375,000

$
438,750

130
%

$
570,375
Sandi Karrmann⁽¹⁾

$
375,000

N/A

N/A

N/A

~~(1)~~

~~As a result of her separation, Ms. Karrmann was not eligible to receive an AIP payout.~~

~~Pandemic Special Bonuses~~

~~The HR Committee periodically approves additional~~ ~~“off-cycle”~~ ~~awards to key employees, including NEOs, in connection with promotions, recruitment and retention efforts, succession planning, or significant accomplishments or achievements. The Committee approved~~ ~~one-time~~ cash bonuses of $500,000 and $250,000 to Dr. Sutaria and Mr. Cancelmi, respectively, to reward them for their special efforts during the pandemic in 2020. In particular, the Committee recognized Dr. Sutaria’s extraordinary achievements partnering with our hospitals and other providers to respond quickly and effectively to ~~COVID-19~~ ~~and Mr. Cancelmi’s success in maintaining the Company’s financial performance and liquidity during the most challenging periods of the year.~~

2023 Long-Term Incentive ~~Compensation~~

The HR Committee undertook a holistic review of our executive compensation program design in 2020 and determined that changes to the LTI design were appropriate to further encourage sustained value creation for shareholders and simplify our equity compensation structure. The LTI design changes primarily addressed the compensation of executive officers other than Mr. Rittenmeyer, whose LTI compensation is described above under “2020 Compensation Program Highlights”, and Dr. Sutaria, who entered into an employment agreement with the Company when he joined in 2019 that provides for an annual grant of $4,000,000 of time-based RSUs vesting ratably over three years. In 2020, the Committee awarded Dr. Sutaria performance-based RSUs valued at $1,000,000 in acknowledgement of his critical role in the Company’s future success and to further align his long-term incentives with those of the Company’s shareholders.

~~Beginning in 2020, LTI compensation~~(LTI) awards for executive officers ~~other~~(other than Mr. ~~Rittenmeyer and Dr. Sutaria moved to entirely in RSUs,~~Cancelmi*) comprised of the following RSUs:

• 50% time-based awards vesting ratably over three years, and

• 50% performance-based awards earned over a three-year ~~period. The HR Committee believes that a simplified equity-only program provides stronger alignment~~period based on the achievement of ~~management’s incentives with shareholder interests. In its review,~~Adjusted EPS** and Adjusted Free Cash Flow** minus cash distributions paid to noncontrolling interests (“NCI”) (Adjusted FCF Less NCI). These performance metrics are established at the ~~HR Committee considered peer group and other market data, emerging best practices, the availability~~start of ~~shares under Company plans and the retention value of LTI compensation.~~


		~~2021 PROXY STATEMENT~~			39

~~Compensation Discussion & Analysis~~

~~Long-Term Incentive Compensation~~

Year 1        Year 2        Year 3

Performance-Based RSUs
(50%)

• Based on Adjusted FCF less Cash NCI and Adjusted EPS, with goals set annually on current conditions and business strategy to a tranche of three overlapping cycles with threshold (0%), target (100%), and max (200%)

• Subject to Relative TSR modifier based on performance over the entire performance period (+/- 25% based on cumulative performance versus direct peers)

Three-year performance period with one-year
goals set annually

33.3%

33.3%

33.3%

Time-Based RSUs
(50%)

• Restricted stock unit that is solely subject to service-based vesting or forfeiture conditions

• Awards directly align executive and shareholder interests while encouraging retention throughout the vesting cycle

         Vest ratably over three years

33.3%

33.3%

33.3%



~~Performance Metrics~~		~~Description~~

~~Adjusted Earnings Per Share~~		• ~~Key metric for our shareholders because our Adjusted Earnings 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 or repaying debt~~

~~Relative Total Shareholder Return~~		• ~~Comparing the Company’s share price performance to its direct competitors 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 competitors: Community Health Systems, HCA Healthcare and Universal Health Services~~ • Three-year total shareholder return multiplier applied to full three-year performance period measured relative to three direct competitors, with +25% for ranking first, no change for second or third, and ~~-25%~~ ~~for fourth~~

~~Rigor of Performance Goals~~

In establishing target, threshold and maximum performance levels for our performance-based cash awards, the HR Committee considers annual and longer-term growth rates that the Company discloses to shareholders, as well as the consensus of analyst estimates and business-planning projections. The HR Committee sets the target amounts at demanding levels that require NEOs to achieve significant improvement each year of the three-year performance period ~~and beginning~~subject to a cumulative three-year relative total shareholder return (“Relative TSR”) performance modifier.

2021 Performance

Based RSUs

In February 2024, the HR Committee certified final achievement of the 2021 performance-based RSUs granted to the NEOs, with such awards earned at 199.7% of target as a result of exceeding the ~~2020 awards,~~maximum target for each applicable performance goal for 2021, 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 cumulative Relative TSR ranking first against three direct competitors, resulting in application of the +25% modifier.

*	In light of Mr. Cancelmi’s announced retirement, in March 2023, he received a 100% time-based award that vested on December 31, 2023.

**	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.

2023 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 2023 Annual Meeting, the Say-on-Pay proposal received over 94% 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 2023 vote.


44

Compensation Discussion & Analysis

LOGO

Compensation Elements Link Pay with Performance

The following table outlines the primary components of our NEOs’ 2023 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-
Based RSUs

LOGO

• 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 ~~one-year~~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%

• Establishing goals for each year of the three-year performance period provides the Company with flexibility to ensure ~~that the~~ goals remain relevant and challenging asthroughout the ~~overall three-year~~ performance period ~~progresses. For~~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 ~~modifier,~~multiplier over the ~~Company placing first among the direct peer group results in a 25% increase,~~full performance period strengthens long-term shareholder alignment and ~~the Company placing fourth among the direct peer group results in a 25% decrease, with no adjustments for placing second or third among the direct peer group.~~motivates our executives to achieve long-term share price appreciation

Time-Based RSUs


40

~~Compensation Discussion & Analysis~~ LOGO

• Time-based RSUs vest ratably over three years based on continued service**

• Aligns economic interests of executives and shareholders through equity ownership

• Provides strong retentive value

~~2020 LTI Grant Values~~See Appendix A for ~~Named Executive Officers~~

~~The following table summarizes~~definitions of Adjusted EPS and Adjusted Free Cash Flow; cash distributions paid to NCI are as reflected on the ~~total target grant value~~Company’s consolidated statements of ~~LTI awards granted in February 2020 to each~~cash flows.

In light of ~~our NEOs participating in our 2020 LTI program. LTI Compensation for~~his announced retirement, Mr. ~~Rittenmeyer is described above under “2020 Compensation Program Highlights.”~~

Named Executive Officer
Performance-
Based RSUs⁽¹⁾⁽²⁾
Time-Based
RSUS⁽²⁾
Total 2020 LTI
Grant Value
Saum Sutaria
$ 1,000,022 $ 4,000,003 $ 5,000,025
Dan Cancelmi
$ 1,250,027 $ 1,250,027 $ 2,500,054
Audrey Andrews
$ 750,016 $ 750,016 $ 1,500,032
Paola Arbour
$ 450,026 $ 450,026 $ 900,052
Sandi Karrmann⁽³⁾
$ 487,501 $ 487,501 $ 975,002

~~(1)~~

~~Assumes target level performance.~~Cancelmi’s time-based RSUs vested on December 31, 2023.

~~(2)~~

~~Value is based on the NYSE closing price per share of our common stock on the date of grant (February 26, 2020: $27.80).~~


		2024 PROXY STATEMENT		45

Compensation Discussion & Analysis

LOGO

Best Practices Support Strong Compensation Governance

We maintain the following best practices to ensure 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 requirements for executives and non-employee directors				Maintain Rule 10D-1 clawback policy

		Conduct annual compensation risk assessments				Retain an independent compensation consultant

		Cap payouts under the annual incentive plans and performance-based RSU awards				Directors and executive officers cannot hedge or pledge Company securities

		No excise tax gross-ups on change-in-control severance benefits				No backdating stock option grants or repricing of underwater stock options without shareholder approval

		No excessive perquisites				No current dividend payments on unvested equity awards

~~(3)~~

~~Ms. Karrmann forfeited her 2020 LTI awards upon her resignation.~~


46

Compensation Discussion & Analysis

LOGO

Detailed Description and Analysis

2023 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 in 2023.

Named Executive Officer

Annual Base Salary

(as of December 31, 2023)

~~The Company will disclose its achievement against~~Saum Sutaria

$1,500,000

Dan Cancelmi

$ 750,000

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 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 positively influencing 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:

LOGO


		2024 PROXY STATEMENT		47

Compensation Discussion & Analysis

LOGO

2023 Target Annual Incentive Award Levels for Named Executive Officers

In 2023, 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 2023 AIP.



Named Executive Officer	Target Award Relative to Base Salary

Saum Sutaria		150	%

Dan Cancelmi		100	%

Tom Arnst		75	%

Lisa Foo		75	%

Paola Arbour		75	%

2023 AIP Performance Metrics and Results

Funding for the 2023 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, including acquisitions, investing in joint ventures, or repurchasing 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 2023 AIP and LTI programs.

When establishing the corporate performance metrics, the HR Committee is focused on establishing metrics that are challenging, but achievable, and in line with the Company’s public outlook guidance. As such, the Adjusted EBITDA target was set just slightly below 2022 Adjusted EBITDA, while the Adjusted FCF Less NCI target requires significant year-over-year improvement compared to 2022 Adjusted FCF Less NCI.

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 Level		Target Level		Maximum Level		Actual Performance		Percentage of Target			Weighted Payout

Adjusted EBITDA⁽¹⁾	$	3.160 billion	$	3.260 billion	$	3.360 billion	$	3.541 billion		200	%	140%

Adjusted FCF Less NCI⁽²⁾	$	660 million	$	740 million	$	820 million	$	1.185 billion		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 ~~applicable~~Company’s consolidated statements of cash flows and actual performance ~~metrics for~~reflects adjustments made at the ~~2020 Performance-Based RSUs following completion~~discretion of the ~~three-year performance period.~~HR Committee after considering certain items that impacted cash flows in 2023.

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.


48

Compensation Discussion & Analysis

LOGO

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

*~~Results of 2018 LTI Awards~~*	~~The performance cash LTI awards granted in March 2018 had a performance period of three years with performance measured across three equally weighted performance metrics~~Dr. Sutaria		140%	• Drove key strategic and operating goals as set forth in the table below (achievement at target on any metric would result in 33.3% of the total payout). Two of our 2020 NEOs — Ms. Andrews and Mr. Cancelmi — received these grants, which vested in February 2021 following the HR Committee’s certificationpart of the Company’s ~~achievement under the~~continuing transformative growth strategy • Led strong financial and operating performance ~~metrics. Although Ms. Karrmann was granted a 2018 performance cash LTI award, it was forfeited on her October 2020 departure.~~through sustained data-driven, disciplined management and strong operational execution ~~When considering~~ • Continued to strengthen the Company’s leadership team, as well as its ongoing commitment to diversity and an inclusive culture, to drive a high-performance culture committed to quality, safety and compliance

	Mr. Cancelmi		140%	• Drove enhanced liquidity and capital structure by the retiring or refinancing of a significant amount of debt, which eliminated any noteworthy debt maturities for the Company until 2027 • Provided leadership in driving the achievement of the Company exceeding its 2023 Adjusted EBITDA and Adjusted Free Cash Flow budget targets; 2023 operating results exceeded our external guidance each quarter, which resulted in us raising our full year earnings and cash flow guidance each quarter • Facilitated the onboarding and smooth transition of responsibilities to our new Chief Financial Officer in advance of his retirement at the end of 2023

	Mr. Arnst		130%	• Led the continued strengthening of our legal and human resources teams to 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 3,500 roles successfully transitioned as of the end of 2023, as well as positioning the GBC for continued success

	Ms. Foo		130%	• Enhanced strategy and business development capabilities across the Company, including market-based initiatives to support high acuity growth across acute care and ambulatory surgery services • Provided leadership in strategic capital deployment, physician engagement and capacity management to support continued volume recovery and sustained acuity improvement across the hospital portfolio • Furthered enterprise initiatives across procurement in support of the Company’s efficiency agenda as well as in data & analytics in support of the Company’s data-driven operating model

	Ms. Arbour		120%	• Successfully executed against multi-year playbook of standardization to our enterprise Electronic Medical Record and Patient Management system for the Company’s acute care hospitals, while simultaneously migrating acute and corporate technology portfolio services to a new outsourced managed services provider • Led a transformative cyber security program, and executed year-over-year productivity improvements through a consolidated and scalable organization with a business case operating model governing technology investments and vendor management across the enterprise • Drove measurable performance gains with continued delivery of core clinical and infrastructure enhancements through software and cloud-based technology, reducing risks and enabling efficiency


		2024 PROXY STATEMENT		49

Compensation Discussion & Analysis

LOGO

Quality and Compliance Modifier

In addition, following the completion of the fiscal year the HR Committee reviews (i) negative hospital events that occurred during the fiscal 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 2023 quality and compliance performance, the HR Committee determined that no modification (positive or negative) would apply to the AIP awards for 2023 for the NEOs.

2023 AIP Payouts

The table below shows target and actual AIP awards earned by each NEO for 2023.



Named Executive Officer	Target AIP Payout		Calculated AIP Payout		Individual Performance Multiplier			Compliance Modifier			2023 Actual AIP Payout

Saum Sutaria	$	2,250,000	$	4,500,000		140	%		0	%	$	6,300,000

Dan Cancelmi	$	750,000	$	1,500,000		140	%		0	%	$	2,100,000

Tom Arnst	$	487,500	$	975,000		130	%		0	%	$	1,267,500

Lisa Foo	$	487,500	$	975,000		130	%		0	%	$	1,267,500

Paola Arbour	$	412,500	$	825,000		120	%		0	%	$	990,000

Long-Term Incentive Compensation

2023 LTI Awards

In 2023, LTI compensation for executive officers (other than Mr. Cancelmi) was granted entirely in RSUs, comprised of 50% time-based awards vesting ratably over three years and 50% performance-based awards earned over a three-year performance period. In light of his announced retirement, Mr. Cancelmi received a grant of time-based RSUs that vested in full on December 31, 2023. 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.

Performance-Based RSUs

(50%)

• 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

(50%)

• 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


50

Compensation Discussion & Analysis

LOGO



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 ~~Cash~~ NCI ~~(Adjusted Free Cash Flow)~~		• 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 or repaying debt

Relative Total Shareholder Return		• Comparing the Company’s share price performance ~~over~~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 ~~HR Committee, on~~three hospital company peers named above, with the ~~recommendation~~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 management, excluded certain federal payments and tax deferrals that the Company received under the CARES Act. Specifically, the HR Committee excluded Medicare advance payments that the Company expects to be required to repay in addition to payroll tax deferrals225% of target for ~~fiscal year 2020. The negative discretion reduced the Company’s Adjusted Free Cash Flow to $2.012 billion, resulting in a below-target payout of 10.73~~2023).

2023 LTI Grant Values for Named Executive Officers

The following table summarizes the total target grant value of LTI awards granted in March 2023 to each of our NEOs. In determining target grant values for the 2023 LTI awards, the HR Committee determined to increase Dr. Sutaria’s target by approximately $3 million and Ms. Foo’s target by approximately $500,000 in an effort to bring target LTI opportunities between the 50th and 75th percentile of the peer group.



Named Executive Officer	Performance- Based RSUs⁽¹⁾⁽²⁾			Time-Based RSUs⁽²⁾			Total 2023 LTI Grant Value

Saum Sutaria		$	6,500,002		$	6,500,002		$	13,000,004

Dan Cancelmi			-0-		$	2,000,046		$	2,000,046

Tom Arnst		$	1,000,023		$	1,000,023		$	2,000,046

Lisa Foo		$	750,032		$	750,032		$	1,500,064

Paola Arbour		$	500,041		$	500,041		$	1,000,082

(1)

Assumes target level performance for the ~~metric. Including such funds would have resulted in Adjusted Free Cash Flow~~full performance-based RSU grant, which includes portions of ~~$3.679 billion, well above~~ the ~~maximum payout.~~

~~The following table shows the Company’s results under each~~award for which there is not a grant date fair value for purposes of Accounting Standards Codification (ASC) Topic 718 as the applicable performance ~~metrics measured over~~conditions had not yet been established at the ~~three-year period ended December 31, 2020.~~time of grant.

2018 LTI Performance Metric
Threshold Target Maximum
Actual
Performance

Calculated
Payout

Adjusted Earnings per Share
$ 6.82 $ 8.02 $ 9.22 $ 12.55 66.67
Adjusted Free Cash Flow less NCI
$ 1.978 billion $ 2.327 billion $ 2.676 billion $ 2.012 billion 10.73
Relative total shareholder return
4 ^th 3 ^rd 1 ^st 1 ^st 66.67
Total Pay Delivery

144.06% of Target

(2)

~~Additional Awards for Ms. Karrmann~~

~~In February 2020, Ms. Karrmann executed a cash bonus agreement pursuant to which she received $944,045 in connection with~~Value is based on the ~~termination~~NYSE closing price per share ($59.55) of our common stock on the ~~USPI Holding Company, Inc. 2015 Stock Incentive Plan in which she participated. The cash bonus agreement provided for a full release~~date of ~~claims in favor of the Company, USPI Holdings Company, Inc. and their respective affiliates.~~grant (March 1, 2023).


		~~2021 PROXY STATEMENT~~			41

~~Compensation Discussion & Analysis~~

The Company will disclose its achievement against the applicable performance metrics for the 2023 Performance-Based RSUs following completion of the three-year performance period.

Results of 2021 LTI Awards

The performance-based RSUs granted in February 2021 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 2024 following the HR Committee’s certification of the Company’s achievement under the performance metrics.

In addition, in February 2020, Ms. Karrmann was granted a cash-based long-term incentive award of $5,000,000, which was scheduled to vest in 20% increments on each of the first, second and third anniversaries of the grant date and 40% on the fourth anniversary, in each case, subject to her continued employment through such vesting dates. This award was granted in recognition of her strong performance at the Company and to encourage her long-term retention.2024 PROXY STATEMENT

~~In connection with her separation in October 2020, Ms. Karrmann forfeited the entirety of the cash-based long-term incentive award.~~

~~The Compensation Process~~

~~Role of the Human Resources Committee~~

Compensation Discussion & Analysis

LOGO

The following table shows the Company’s results under the 2021 performance-based RSUs over the three-year performance period ended December 31, 2023.

Performance Factor

Threshold
(0%)

FY 2021
Target
(100%)

Maximum
(200%)

Threshold
(0%)

FY 2022
Target
(100%)

Maximum
(200%)

Threshold
(0%)

FY 2023
Target
(100%)

Maximum
(200%)

Adjusted EPS

$2.51

$4.17

$4.81

$5.86

$6.45

$7.05

$4.68

$5.27

$5.85

Result

$7.58

$6.80

$6.98

Adjusted FCF Less NCI

$35M

$155M

$245M

$65M

$145M

$225M

$660M

$740M

$820M

Result

$641M

$(24)M

$1.183B

Result

200%

79%

200%

Relative TSR Multiplier

(125% for 1^st / 75% for 4^th)

Result

1st Place – 125% multiplier

Final Result

199.7%

2024 LTI Award Mix

For 2024, with the goal of increasing the focus on the Company’s long-term performance, the HR Committee has adjusted the LTI compensation for the Chairman and CEO to be granted 60% in performance-based RSUs and 40% in time-based RSUs. The HR Committee believes the increased performance-based RSUs will further enhance alignment between LTI compensation and the interests of our shareholders.

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 of Directors, (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. The HR Committee’s decisions regarding compensation of these NEOs are made outside the presence of these officers. The HR Committee is also responsible for approving our executive compensation program and general compensation policies, all new or materially amended broad-based compensation plans and the performance measures used in our executive compensation programs, as well as generally overseeing our talent management processes and our anti-harassment policies and procedures.

Independent Compensation Consultant

The HR Committee continued to engage Meridian Compensation Partners, LLC (the “Consultant”) during 2023 as its independent compensation consultant 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 NEOs. The HR Committee considers input from (i) the other independent members of our Board of Directors, (ii) the Company’s shareholders and (iii) its independent compensation consultant. In the case of NEOs other than the CEO, the HR Committee also considers input and recommendations from the CEO. The HR Committee’s decisions regarding compensation of our NEOs are made outside the presence of these officers. The HR Committee is also responsible for approving our executive compensation program and general compensation policies, all new or materially amended broad-based compensation plans and the performance measures used in our executive compensation programs.

~~Independent Compensation Consultant~~

The HR Committee has retained Frederic W. Cook & Co. (the “Consultant”) as its independent consultant to assist the Committee with its duties. In 2020, the Consultant participated in or provided input with respect to all meetings of the HR Committee and regularly communicated with the Committee Chair, who also serves as the Lead Director. This year, the Consultant’s services included:

•

Providing market data, industry trends and competitive analysis relative to our ~~peers.~~peers;

•

Advising on the key elements of our executive compensation plans and ~~policies.~~policies;

•

Reviewing our compensation peer group and suggesting changes, if ~~warranted.~~warranted;

•

Advising on the ~~adjustments to~~parameters for the ~~2020~~2023 AIP and 2023 LTI ~~program.~~program; and

•

Providing recommendations on the structure and competitiveness of compensation for our ~~CEO~~Chairman and ~~COO.~~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 provided to management by the Consultant is


52

Compensation Discussion & Analysis

LOGO

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.~~engagement;

•

The Consultant reports directly to the HR Committee and ~~has~~have direct access to the HR Committee ~~Chair~~chair during and between ~~meetings.~~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.~~chair.

The HR Committee has assessed the independence of the Consultant 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 survey 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.


42

The HR Committee has assessed the independence of the Consultant engaged during 2023 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 survey 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.

2023 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 2022, no changes were made for Tenet’s peer group for 2023.

~~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

~~2020 Peer Group~~

The ~~Company currently has only three direct competitors that are publicly traded: Community Health Systems, Inc., HCA Healthcare, Inc. and Universal Health Services, Inc. As a result, in August 2019~~following chart illustrates Tenet’s size compared to the ~~HR Committee followed an objective selection process that looked to related industry segments with companies approximating Tenet in~~2023 peer group median of revenues, ~~market-capitalization,~~ enterprise value and number of employees, to ensure we retained a sufficiently large and appropriate peer group. The selection process yielded 15 companies with similar business complexity. As compared to the 2019 peer group, based on the objective selection process, the HR Committee determined it was appropriate to remove Aetna, Cigna, Envision Healthcare and Kindred Healthcare and add Encompass Heath, Molina Healthcare and Select Medical.

~~Direct Peers~~

• ~~Community Health Systems~~

• ~~HCA Healthcare~~

• ~~Universal Health Services~~

~~Additional Peers~~

• ~~Baxter International~~

• ~~Becton, Dickinson and Company~~

• ~~Boston Scientific~~

• ~~DaVita~~

• ~~Encompass Health~~

• ~~Genesis Healthcare~~

• ~~Humana~~

• ~~LabCorp~~

• ~~Molina Healthcare~~

• ~~Quest Diagnostics~~

• ~~Select Medical~~

• ~~Stryker~~

~~The following chart illustrates Tenet’s size compared to the 2020 peer group median of revenues, enterprise value and number of employees,~~ using data provided ~~to the HR Committee by the Consultant in August 2019.~~

~~Market Survey Data~~

~~For 2020 compensation decisions, the HR Committee reviewed additional compensation data from the following third-party general-industry survey sources:~~



~~Survey~~		~~Targeted Annual Revenue of Companies Comprising~~ ~~Data Used by Consultant~~

~~2019 Aon Hewitt Total Compensation Measurement survey~~		~~$10 billion to $25 billion~~

~~2019 Willis Towers Watson U.S. Compensation Database survey~~		~~$10 billion to $20 billion~~

~~2019 FW Cook Long-Term Incentives survey~~		~~$18.3 billion~~

The Consultant compiles data from these surveys relating to compensation levels for Tenet executive officers against the compensation levels received by 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~~Consultant in ~~its decision-making process.~~


		~~2021 PROXY STATEMENT~~			43

~~Compensation Discussion & Analysis~~August 2022.

~~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 personal use of Company aircraft.

Upon the recommendation of an independent, third-party security study, the Company also provides Mr. Rittenmeyer a car and personal security driver that he primarily uses for commuting and local business travel. The HR Committee does not consider these security costs as personal benefits because they serve a business purpose arising from his employment as CEO. However, the Company is required to disclose the unreimbursed incremental costs associated with the personal use of the Company-provided car, including commuting expenses, as well as the personal security driver. The amounts of these services are disclosed in the Summary Compensation Table on page 48. The security study also recommended Mr. Rittenmeyer use Company aircraft for both business and personal use to ensure his safety. Our aircraft usage policy requires Mr. Rittenmeyer to reimburse us for any personal use of the corporate aircraft above 75 hours per year and allows Mr. Rittenmeyer to approve limited personal use of Company aircraft by certain other Company executives. In 2020, Mr. Rittenmeyer’s personal use of the corporate aircraft totaled approximately 11 hours. The unreimbursed incremental cost of his and other NEO’s use is disclosed in the Summary Compensation Table on page 48.

~~The Company does not provide tax~~ ~~gross-ups~~ to NEOs except to Mr. Rittenmeyer exclusively to cover personal income tax obligations due to imputed income for use of a Company-provided car for security purposes. We do not provide our NEOs with any other significant perquisites.

~~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.

Each of the NEOs, other than Mr. Rittenmeyer and Dr. Sutaria, participated in the ESP in 2020. 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 provided by the Consultant 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 56.~~

~~Executive Retirement Programs~~

Certain of our NEOs participate in our frozen Supplemental Executive Retirement Plan (SERP), our Executive Retirement Account (ERA) and our Sixth Amended and Restated Tenet 2006 Deferred Compensation Plan (Deferred Compensation Plan, or DCP). 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 following the 2020 Pension Benefits Table on page 53 and under “Nonqualified Deferred Compensation” beginning on page 55.

~~Employee Benefits~~

Our NEOs participate in the Company’s broad-based programs generally available to all employees, including our 401(k) Retirement Savings Plan, health and dental and various other insurance plans, including disability and life insurance. Also, in connection with the SERP, we provide additional life insurance and accidental death and dismemberment insurance as described under “Potential Payments Upon Termination or Change of Control—Death, Disability and Retirement” beginning on page 57. 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. LOGO


44

~~Compensation Discussion & Analysis~~

2024 PROXY STATEMENT

~~Tax Matters~~

Section 162(m) of the Internal Revenue Code (Section 162(m)) generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to certain “covered employees” in any single year. Prior to 2018, the HR Committee generally sought to structure our performance-based compensation elements in a manner intended, but not guaranteed, to qualify as “performance-based” for purposes of satisfying the conditions of an exemption to this limit on deductibility. For taxable years beginning after December 31, 2017, the Tax Cut and Jobs Act repealed this exemption from Section 162(m)’s deduction limit for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and related regulations including the scope of relief for grandfathered arrangements, no assurance can be given that compensation awarded or paid in prior years and intended by the HR Committee to satisfy the requirements for deductibility under Section 162(m) will in fact be fully tax deductible. Notwithstanding the repeal of the “performance-based” compensation deduction pursuant to Section 162(m), the Company has continued to subject a significant portion of the incentive compensation payable to our NEOs to the achievement of one or more performance metrics specified by the HR Committee.

~~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 such individual’s 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:~~

Compensation Discussion & Analysis



~~Executive Level~~		~~Market Value of Stock as a~~ ~~Multiple of Base Salary~~

~~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 restricted stock or RSUs; and (iii) stock units credited under deferred compensation plans. Outstanding stock options 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 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.

All NEOs who are current employees of the Company comply with these requirements. All senior officers are required to certify that they are in compliance with these guidelines prior to executing a sale of the Company’s common stock.

~~Equity Grant Timing and Stock Option Exercise Prices~~

Historically, we have made annual equity awards to NEOs and other employees during the first quarter of the year in connection with annual executive compensation decisions. In accordance with the terms of our equity plans, the grant date of these awards is the date the HR Committee approves the grant, which usually occurs at a meeting scheduled more than one year in advance.

We occasionally may grant equity awards, including stock options, to newly hired employees, employees who have been promoted, or for special recognition, retention or other purposes outside of the annual grant process. For equity grants awarded outside of the annual grant cycle, the grant date generally is the first or 15^th ~~day of the month following hire or approval (or, if such date is not a trading day, the following date that is a trading day). The exercise price for all stock options is the NYSE closing~~

LOGO


		~~2021 PROXY STATEMENT~~			45

~~Compensation Discussion & Analysis~~

Market Survey Data

For 2023 compensation decisions, the HR Committee reviewed additional compensation data from the 2022 Willis Towers Watson U.S. Compensation Database survey, which includes 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 received by 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

Dr. Sutaria’s amended and restated employment agreement with the Company (the “Sutaria Agreement”) requires 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 2023, Dr. Sutaria’s personal use of the corporate aircraft totaled approximately 22 hours. The unreimbursed incremental cost of his use is disclosed in the Summary Compensation Table on page 58.

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.

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 2023. 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 67.

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, 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). Mr. Cancelmi also participates 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 following the 2023 Pension Benefits Table on page 64 and under “Nonqualified Deferred Compensation” beginning on page 66.

price per share of our common stock on the date of grant or on the immediately preceding trading day if the date of grant is not a trading day. HR Committee approval is required in all cases where the recipient of the equity grant is a NEO or other senior officer. LOGO

~~Prohibition on Hedging or Pledging Our Stock~~

Our insider trading policy prohibits any director, NEO or any other officer or employee subject to its terms (approximately 60 people) from entering into short sales, derivative transactions or any other similar transactions designed to hedge or offset, any decrease in the market value of our stock, whether directly or indirectly. In addition, these directors, officers and employees are prohibited from pledging our stock, including through holding our stock in margin accounts. Our Code of Conduct prohibit all employees from engaging in any market transaction that could put their personal gain in conflict with the Company or its shareholders, including trading in options, warrants, puts, calls or similar derivative interests in Company securities.

~~Clawback Policies~~

All awards under our AIP, including for NEOs, are subject to clawback and forfeiture provisions under which the Board may require forfeiture or reimbursement to the Company of a cash bonus in the event of a material restatement of our financial results caused by the recipient’s fraud or in other circumstances involving material violations of Company policy, fraud or misconduct that cause substantial harm to the Company even in the absence of a restatement of financial statements. In addition, performance-based LTI awards made to our NEOs are subject to clawback if, within three years following the end of the performance period, the Company materially restates its financial results with respect to the performance period and the recipient’s fraud or misconduct caused or partially caused the need for the restatement.

Compensation Discussion & Analysis


46

LOGO

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.

Equity Grant Timing and Stock Option Exercise Prices

We occasionally may grant equity awards to newly hired employees, employees who have been promoted, or for special recognition, retention or other purposes outside of the annual grant process. For equity grants awarded outside of the annual grant cycle, the grant date generally is the first or 15th day of the month following hire or approval (or, if such date is not a trading day, the following date that is a trading day). The exercise price for all stock options is the NYSE closing price per share of our common stock on the date of grant or on the immediately preceding trading day if the date of grant is not a trading day. HR Committee approval is required in all cases where the recipient of the equity grant is a NEO or other senior officer.

Prohibition on Hedging or Pledging Our Stock

Our insider trading policy prohibits any director, executive officer or any other employee subject to its terms from entering into short sales, derivative transactions or any other similar transactions designed to hedge or offset, any decrease in the market value of our stock, whether directly or indirectly. In addition, these directors, officers and employees are prohibited from pledging our stock, including through holding our stock in margin accounts. Our Code of Conduct prohibits all employees from engaging in any market transaction that could put their personal gain in conflict with the Company or its shareholders, including trading in options, warrants, puts, calls or similar derivative interests in Company securities.


		2024 PROXY STATEMENT		55

Compensation Discussion & Analysis

LOGO

Clawback Policies

All awards under our AIP, including for NEOs, are subject to clawback and forfeiture provisions under which the Board may require forfeiture or reimbursement to the Company of a cash bonus in the event of a material restatement of our financial results caused by the recipient’s fraud or in other circumstances involving material violations of Company policy, fraud or misconduct that cause substantial harm to the Company even in the absence of a restatement of financial statements. In addition, performance-based LTI awards made to our NEOs prior to the adoption of our Rule 10D-1 Clawback Policy (described below) are subject to clawback if, within three years following the end of the performance period, the Company materially restates its financial results with respect to the performance period and the recipient’s fraud or misconduct caused or partially caused the need for the restatement.

In August 2023, we adopted a Rule 10D-1 Clawback Policy that is intended to comply with the requirements of NYSE Listing Standard 303A.14 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

LOGO

~~Human Resources Committee Report~~

Our Human Resources Committee (HR Committee) has reviewed and discussed with management the Compensation Discussion and Analysis above. 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, 2020,~~

LOGO

Human Resources Committee Report

Our Human Resources Committee has reviewed and discussed with management the Compensation Discussion and Analysis above. 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, 2023, 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


		2024 PROXY STATEMENT		~~2021 PROXY STATEMENT~~			47	57

Executive Compensation Tables

2023 Summary Compensation Table

The following table summarizes the compensation for the years ended December 31, ~~2020, 2019~~2023, 2022 and ~~2018~~2021 for our ~~NEOs for 2020. Dr. Sutaria and~~NEOs. Ms. ~~Arbour~~Foo became ~~NEOs for the first time in 2019, and Ms. Karrmann became an~~a NEO for the first time in ~~2020.~~

~~2020 Summary Compensation Table~~2022.

Name and
Principal
Position
Year Salary
($) Bonus
($)⁽¹⁾ Stock
Awards
($)⁽²⁾ Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($)⁽³⁾
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)⁽⁴⁾
All Other
Compensation
($)⁽⁵⁾ Total
($)
Ron Rittenmeyer
Executive Chairman and
Chief Executive Officer
2020 1,444,615 875,000 10,000,021 ⁽⁶⁾ -0- 3,948,750 -0- 407,143 16,675,529
2019 1,200,000 3,500,000 16,000,021 -0- 3,223,800 -0- 364,839 24,288,660
2018 1,513,846 2,625,000 8,716,976 -0- 1,799,460 -0- 328,739 14,984,021
Saum Sutaria
President and Chief
Operating Officer
2020 1,000,000 500,000 5,000,025 -0- 1,755,000 -0- 325,634 8,580,659

2019

961,539 -0- 11,000,016 -0- 1,731,300 -0- 258,569 13,951,423
Dan Cancelmi
EVP and Chief Financial
Officer
2020 641,385 250,000 2,500,054 -0- 2,169,160 1,620,368 39,529 7,220,496
2019 618,000 -0- 766,694 766,674 1,433,502 1,546,506 12,292 5,143,667
2018 618,000 -0- 766,670 766,674 570,290 292,830 12,080 3,026,544
Audrey Andrews
EVP and General Counsel
2020 550,000 -0- 1,500,032 -0- 1,347,713 1,207,934 8,671 4,614,350
2019 550,000 -0- 500,004 500,012 899,754 1,175,079 12,113 3,636,962
2018 550,000 -0- 500,003 500,008 396,516 342,367 11,935 2,300,829
Paola Arbour
EVP and Chief Information
Officer
2020 500,000 -0- 900,052 -0- 570,375 -0- 125,459 2,095,886
2019 500,000 -0- 266,690 266,674 559,688 -0- 108,400 1,701,452
Sandi Karrmann
Former EVP and Chief Human
Resources Officer
2020 423,077 944,045 ⁽⁷⁾ 975,002 -0- -0- -0- 131,133 2,478,257



Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)⁽²⁾		Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)

Saum Sutaria Chairman and Chief Executive Officer		2023		1,500,000		-0-		10,130,393		6,300,000		-0-		587,717		18,518,109
		2022		1,441,154		-0-		6,847,258		2,340,000		-0-		418,716		11,047,128
		2021		1,146,154		-0-		15,000,119		4,500,000		-0-		507,399		21,153,672

Dan Cancelmi Former EVP and Chief Financial Officer		2023		750,000		-0-		2,366,606		2,100,000		4,045,998		9,900		9,272,504
		2022		740,178		-0-		2,054,149		780,000		-0-		33,757		3,608,084
		2021		686,575		-0-		2,750,103		3,353,464		2,621,133		8,700		9,419,975

Tom Arnst EVP, Chief Administrative Officer, General Counsel and Corporate Secretary		2023		650,000		-0-		1,614,898		1,267,500		-0-		139,900		3,672,298
		2022		639,712		181,500		1,369,445		507,000		-0-		152,893		2,850,550
		2021		461,538		-0-		1,500,094		1,580,000		-0-		128,700		3,670,332

Lisa Foo EVP, Commercial Operations		2023		650,000		-0-		1,150,146		1,267,500		-0-		167,860		3,235,506
Lisa Foo EVP, Commercial Operations		2022		630,385		150,000		684,713		507,000		-0-		158,998		2,131,096

Paola Arbour EVP and Chief Information Officer		2023		550,000		-0-		807,541		990,000		-0-		119,900		2,467,441
		2022		540,192		-0-		684,713		363,000		-0-		119,171		1,707,076
		2021		500,000		-0-		900,036		1,414,584		-0-		108,846		2,923,466

(1)

For Mr. Rittenmeyer, the 2020 value reflects the vesting of the final quarterly installment of a restricted cash awards granted pursuant to his Employment Agreement in 2018. For Dr. Sutaria and Mr. Cancelmi, these amounts reflect the 2020 Pandemic Special Bonuses described under “Pandemic Special Bonuses” in the Compensation Discussion & Analysis.

~~(2)~~

Values in this column for ~~2020~~2023 represent the grant date fair value of time-based ~~restricted stock unit awards~~RSUs and performance-based ~~restricted stock unit awards.~~RSUs calculated in accordance with ASC Topic 718. We calculate the grant date fair value of ~~restricted stock units~~time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was ~~$27.90~~$59.55 on ~~February 26, 2020. Performance-based~~March 1, 2023. For purposes of the performance-based RSUs, only the first one-third tranche of the performance-based RSUs granted in 2023 (the “2023 PRSUs”) and only the second one-third tranche of the performance-based RSUs granted in 2022 (the “2022 PRSUs”), each of which vests based on 2023 performance (subject to the three-year Relative TSR multiplier), are ~~shown~~reflected in this column for 2023. The grant date fair values per unit of the first tranche of the 2023 PRSUs and of the second tranche of the 2022 PRSUs are set forth below, which were determined assuming target ~~achievement of~~performance for the ~~applicable performance conditions.~~ 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 2023 PRSUs	$	59.55		2.84 years		60.00	%		0.00	%		4.60	%	$	66.20
Second Tranche of 2022 PRSUs	$	56.50		1.89 years		53.61	%		0.00	%		4.47	%	$	58.00

If maximum performance were assumed, the performance-based RSUs included in these totals for ~~2020~~2023 would be as ~~follows: Dr. Sutaria: $2,250,049, Mr. Cancelmi: $2,812,561, Ms. Andrews: $1,687,536, Ms. Arbour: $1,012,559,~~set forth in the following table.


	Sutaria		Cancelmi		Arnst		Foo		Arbour
First Tranche of 2023 PRSUs		5,419,397		-0-		833,673		625,292		416,911
Second Tranche of 2022 PRSUs		2,443,540		733,120		488,708		244,412		244,412


58

Executive Compensation Tables

LOGO

The remaining tranches of the 2023 PRSUs and ~~Ms. Karrmann: $1,096,877. Ms. Karrmann forfeited her 2020 equity awards~~the remaining tranche of the 2022 PRSUs will be reflected as compensation for the year in ~~connection with her October resignation.~~which the applicable performance targets are established and a grant date fair value can be determined under ASC Topic 718.

~~(3)~~(2)

This column reflects cash awards earned under our AIP for performance in the relevant year. In addition, for 2020, this amount reflects the following payouts of our 2018 performance cash LTI awards for Ms. Andrews: $720,300 and Mr. Cancelmi: $1,022,272, which were paid in early 2021 based on performance from January 1, 2018 through December 31, 2020 as discussed further on page 41.

~~(4)~~(3)

The ~~2020~~2023 amounts represent the change in the actuarial present value of accumulated benefits under our SERP as of December 31, ~~2020~~2023 for Mr. Cancelmi, ~~and Ms. Andrews,~~ our only ~~NEOs~~NEO who ~~participate~~participates in the SERP. These amounts do not reflect compensation actually paid to the NEO. No NEO received preferential or above-market earnings on deferred compensation.


48

~~Executive Compensation Tables~~

~~(5)~~(4)

Amounts shown in this column for ~~2020~~2023 include the following:


	Rittenmeyer		Sutaria		Cancelmi		Andrews		Arbour		Karrmann		Sutaria		Cancelmi		Arnst		Foo		Arbour
Premiums for long-term disability and survivor benefit life insurance		128		145		124		121		118		118
Matching contributions under our 401(k) Retirement Savings Plan		-0-		8,550		8,550		8,550		8,550		8,550		9,900		9,900		9,900		9,900		9,900
Matching contributions under our 2006 DCP		-0-		66,939		-0-		-0-		16,791		22,465		70,200		-0-		-0-		27,960		-0-
Company contributions under our ERA		375,000		250,000		-0-		-0-		100,000		100,000		375,000		-0-		130,000		130,000		110,000
Personal use of company aircraft*		24,918		-0-		30,855		-0-		-0-		-0-		132,617		-0-		-0-		-0-		-0-
Personal use of Company car and driver provided for security reasons**		11,702		-0-		-0-		-0-		-0-		-0-
Total		407,143		325,634		39,529		8,671		125,459		131,133		587,717		9,900		139,900		167,860		119,900

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.

For business-related security reasons, a Company car and personal security driver were provided to Mr. Rittenmeyer primarily for commuting and local business travel. The car is valued based on the annualized cost of the car plus maintenance and fuel. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary and benefits are not allocated because the Company already incurs these costs for business purposes. The amount also includes $4,605 for a related tax ~~gross-up~~ ~~benefit.~~

~~(6)~~
		Reflects grant of time-based RSUs awarded to Mr. Rittenmeyer in connection with the extension of his employment agreement that vests in seven quarterly installments and is intended to further align his interests with those of shareholders over the remainder of his term of service as CEO and to reward continued stock price growth.2024 PROXY STATEMENT

~~(7)~~

~~Reflects the payment under Ms. Karrmann’s cash bonus agreement as described on page 41.~~


		~~2021 PROXY STATEMENT~~			49	59

Executive Compensation Tables

LOGO

Grants of Plan-Based Awards During ~~2020~~2023

The following table sets forth information concerning grants of equity ~~and performance cash~~ awards made in ~~2020~~2023 under our ~~stock incentive plan~~2019 Stock Incentive Plan and grants of cash that potentially could have been earned in ~~2020~~2023 under our AIP.

Grants of Plan-Based Awards Table

Name
Award
Type⁽¹⁾ Grant
Date

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⁾

Threshold
($) Target
($) Maximum
($)

Threshold
(#) Target
(#) Maximum
(#)
Ron Rittenmeyer

AIP

0

2,250,000

4,500,000

RSU

2/26/20

359,713

10,000,021

Saum Sutaria

AIP

0

1,000,000

2,000,000

RSU

2/26/20

143,885

4,000,003

PRSU

2/26/20

0

35,972

80,937

1,000,022

Dan Cancelmi

AIP

0

650,000

1,300,000

RSU

2/26/20

44,965

1,250,027

PRSU

2/26/20

0

44,965

101,171

1,250,027

Audrey Andrews

AIP

0

412,500

825,000

RSU

2/26/20

26,979

750,016

PRSU

2/26/20

0

26,979

60,703

750,016

Paola Arbour

AIP

0

375,000

750,000

RSU

2/26/20

16,188

450,026

PRSU

2/26/20

0

16,188

36,423

450,026

Sandi Karrmann

AIP

0

375,000

750,000

RSU

2/26/20

17,536

487,501

PRSU

2/26/20

0

17,536

39.456

487,501



			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 (#)				Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Saum Sutaria	AIP		0		2,250,000		6,750,000
	RSU	3/1/23												109,152		6,500,002
	2023 PRSU	3/1/23						0		36,384		81,864				2,408,621
	2022 PRSU	2/9/23						0		21,065		42,130				1,221,770
Dan Cancelmi	AIP		0		750,000		2,250,000
	RSU	3/1/23												33,586		2,000,046
	2022 PRSU	2/9/23						0		6,320		12,640				366,560
Tom Arnst	AIP		0		487,500		1,462,500
	RSU	3/1/23												16,793		1,000,023
	2023 PRSU	3/1/23						0		5,597		12,593				370,521
	2022 PRSU	2/9/23						0		4,213		8,426				244,354
Lisa Foo	AIP		0		487,500		1,462,500
	RSU	3/1/23												12,595		750,032	��
	2023 PRSU	3/1/23						0		4,198		9,446				277,908
	2022 PRSU	2/9/23						0		2,107		4,214				122,206
Paola Arbour	AIP		0		412,500		1,237,500
	RSU	3/1/23												8,397		500,041
	2023 PRSU	3/1/23						0		2,799		6,298				185,294
	2022 PRSU	2/9/23						0		2,107		4,214				122,206

(1)

AIP Awards.Awards designated “AIP” are awards that our NEOs might have earned during ~~2020~~2023 under our Annual Incentive Plan, dependent upon our ~~2020~~2023 performance. Awards actually earned are shown in the Non-Equity Incentive Plan Compensation column of the ~~2020~~2023 Summary Compensation Table on page ~~48.~~58.

Time-Based Restricted Stock Unit Awards.Awards designated “RSU” reflect time-based ~~restricted stock unit awards~~RSUs under our ~~2008~~2019 Stock Incentive Plan. ~~The~~Other than with respect to the RSUs granted to Mr. ~~Rittenmeyer on February 26, 2020 vest quarterly in seven equal installments. The remaining~~Cancelmi, the RSUs ~~granted on February 26, 2020~~ vest ratably over each of the first three anniversaries of the grant date. The RSUs granted to Mr. Cancelmi vested on December 31, 2023.

Performance-Based Restricted Stock Unit Awards.Awards designated “PRSU” reflect the first one-third tranche of the performance-based ~~restricted stock unit awards~~RSUs granted under our 2019 Stock Incentive ~~Plan.~~Plan in 2023 and the second one-third tranche of the performance-based RSUs granted under our 2019 Stock Incentive Plan in 2022. The PRSUs ~~granted on February 26, 2020~~ are subject to the satisfaction of financial and stock price performance conditions further discussed on page ~~40.~~50.


60

Executive Compensation Tables

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(2)

We calculate the grant date fair value of ~~restricted stock units~~time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was ~~$27.90~~$59.55 on ~~February 26, 2020.~~March 1, 2023. For purposes of the performance-based RSUs, only the first one-third tranche of the 2023 PRSUs and only the second one-third tranche of the 2022 PRSUs, each of which vests based on 2023 performance (subject to the three-year Relative TSR multiplier), are reflected in this column for 2023. The grant date fair values per unit of the first tranche of the 2023 PRSUs and of the second tranche of the 2022 PRSUs 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 2023 PRSUs	$	59.55		2.84 years		60.00	%		0.00	%		4.60	%	$	66.20
Second Tranche of 2022 PRSUs	$	56.50		1.89 years		53.61	%		0.00	%		4.47	%	$	58.00


50		Although approved by the Committee in February of 2022 and March of 2023, respectively, the third tranche of the 2022 PRSUs and the second and third tranches of the 2023 PRSUs will not have an ASC Topic 718 grant date fair value until the applicable performance conditions are established in early 2024 and early 2025. Accordingly, such tranches will be reported as 2024 and 2025 grants, as applicable, under applicable SEC guidance.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Sutaria Employment Agreement

Dr. Sutaria and the Company are parties to the Sutaria Agreement, which provides for an initial term from September 1, 2021 through December 31, 2025, with automatic one-year renewals unless either party provides advance notice of their intention not to renew and subject to earlier termination in accordance with the terms of the agreement. In addition to setting forth standard terms regarding minimum base salary, target bonus under the AIP, eligibility for LTI awards and employee benefits, the Sutaria Agreement provides for an annual Company contribution to the ERA of no less than $250,000.

The Sutaria Agreement includes severance payments and benefits in the event of a qualifying termination, as described in further detail beginning on page 67.

~~Executive Compensation Tables~~


2024 PROXY STATEMENT								61

Executive Compensation Tables

Outstanding Equity Awards

The following table sets forth information as of December 31, ~~2020~~2023 with respect to outstanding equity awards granted to each of the NEOs. ~~Where applicable, the numbers of securities and values in this table and throughout this Proxy Statement have been adjusted for the reverse stock split effective October 11, 2012.~~

Outstanding Equity Awards at ~~2020~~2023 Fiscal Year-End Table

Option Awards⁽¹⁾ Stock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable⁽¹⁾
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock that
have not
Vested
(#) Market
Value of
Shares or
Units of
Stock
that
have not
Vested
($)⁽²⁾ Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that have
not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
that have
not
Vested
($)⁽²⁾

Ron Rittenmeyer

2/27/19

125,816
⁽³⁾

5,023,833

2/26/20

261,610
⁽⁴⁾

10,446,087

Total values

$
15,469,920

Saum Sutaria

1/31/19

318,327
⁽⁵⁾

12,710,797

2/27/19

94,362
⁽⁶⁾

3,767,875

2/26/20

143,885
⁽⁶⁾

5,745,329

2/26/20

35,972
⁽⁷⁾

$
1,436,362

Total values

$
22,224,001

$
1,436,362
Dan Cancelmi

9/28/12

37,500

25.08

9/28/22

3/1/17

89,976

18.99

3/1/27

2/28/18

86,826

20.60

2/28/28

2/28/18

12,406
⁽⁶⁾

495,372

2/27/19

61,383

28.26

2/27/29

2/27/19

18,087
⁽⁶⁾

722,214

2/26/20

44,965
⁽⁶⁾

$
1,795,452

2/26/20

44,965
⁽⁷⁾

$
1,795,452

Total values

$
3,013,038

$
1,795,452



			Option Awards⁽¹⁾								Stock Awards

Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾

Saum Sutaria		2/24/21										25,229	⁽³⁾		1,906,556

		2/24/21										113,362	⁽⁴⁾		8,556,766

		9/1/21										53,341	⁽⁵⁾		4,030,979

		9/1/21															106,682	⁽⁶⁾		8,061,959

		2/23/22										42,131	⁽³⁾		3,183,840

		2/23/22															84,260	⁽⁷⁾		6,367,528

		3/1/23										109,152	⁽³⁾		8,248,617

		3/1/23															81,864	⁽⁸⁾		6,186,462

Dan Cancelmi		2/27/19		61,383		—		28.26		2/27/29

		2/24/21										8,673	⁽³⁾		655,419

		2/24/21										51,958	⁽⁴⁾		3,926,466

		2/23/22										12,640	⁽³⁾		955,205

		2/23/22															25,278	⁽⁷⁾		1,910,258

Tom Arnst ⁽⁹⁾		2/24/21										4,731	⁽³⁾		357,522

		2/24/21										28,344	⁽⁴⁾		2,141,956

		2/23/22										8,427	⁽³⁾		636,828

		2/23/22															17,872	⁽⁷⁾		1,350,549

		3/1/23										16,793	⁽³⁾		1,269,047

		3/1/23															12,593	⁽⁸⁾		951,672


62		~~2021 PROXY STATEMENT~~			51

Executive Compensation Tables

LOGO

Option Awards⁽¹⁾ Stock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable⁽¹⁾
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock that
have not
Vested
(#) Market
Value of
Shares or
Units of
Stock
that
have not
Vested
($)⁽²⁾ Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that have
not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
that have
not
Vested
($)⁽²⁾

Audrey Andrews

2/28/18

56,626

20.60

2/28/28

2/28/18

8,091
⁽⁶⁾

323,074

2/27/19

40,033

28.26

2/27/29

2/27/19

11,796
⁽⁶⁾

471,014

2/26/20

26,979
⁽⁶⁾

$
1,077,271

2/26/20

26,979
⁽⁷⁾

$
1,077,271

Total values

$
1,871,359

1,077,271
Paola Arbour

5/31/18

17,205

35.43

5/31/28

5/31/18

2,509
⁽⁶⁾

$
100,184

2/27/19

21,351

28.26

2/27/29

2/27/19

6,292
⁽⁶⁾

$
251,240

16,188
⁽⁶⁾

$
646,387

16,188
⁽⁷⁾

$
646,387

Total values

$
997,811

$
646,387
Sandi Karrmann⁽⁸⁾

Option Awards⁽¹⁾

Stock Awards

Name

Grant
Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)⁽²⁾

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested

(#)

Equity
Incentive
Plan
Awards:
Market

Payout
Value

of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)⁽²⁾

Lisa Foo

2/24/21

1,104

⁽³⁾

83,429

2/24/21

6,615

⁽⁴⁾

499,896

2/23/22

4,214

⁽³⁾

318,452

2/23/22

8,426

⁽⁷⁾

636,753

3/1/23

12,595

⁽³⁾

951,804

3/1/23

9,446

⁽⁸⁾

713,796

Paola Arbour

2/24/21

2,839

⁽³⁾

214,543

2/24/21

17,006

⁽⁴⁾

1,285,143

2/23/22

4,214

⁽³⁾

318,452

2/23/22

8,426

⁽⁷⁾

636,753

3/1/23

8,397

⁽³⁾

634,561

3/1/23

6,298

⁽⁸⁾

475,921

(1)	All options have a term of 10 years. ~~Performance based stock options granted in 2018 and 2019 vest only if the Company’s stock price increases 25% from grant date and remains at or above that level for 20 consecutive trading days.~~

(2)	Based on the NYSE closing price of ~~$39.93~~$75.57 per share of our common stock on December ~~31, 2020.~~29, 2023, the last trading day of 2023.

(3)	These time-based ~~restrict stock units vest quarterly in equal installments ending on June 30, 2021.~~

~~(4)~~

~~These time-based restricted stock units vest quarterly in equal installments ending on December 31, 2022.~~

~~(5)~~

~~These time-based restricted stock units vest on January 6, 2022.~~

~~(6)~~

~~These time-based restricted stock units~~RSUs vest in equal installments on each of the first three anniversaries of the date of grant.

~~(7)~~(4)

These performance-based ~~restricted stock units will vest~~RSUs became earned at 199.7% of target at the end of the three-year performance period ~~ending~~ended December 31, ~~2022,~~2023. The earned performance-based RSUs vested on February 24, 2024.

(5)	These time-based RSUs vest on August 31, 2025.

(6)

These performance-based RSUs will vest on August 31, 2025, subject to the achievement of ~~Adjusted Earnings Per Share and Adjusted Free Cash Flow Less NCI~~annual performance goals for each year (or partial year) within the ~~three-year~~ performance period beginning January 1, 2021 and ending June 30, 2025, as modified by the Relative ~~Total Shareholder Return modifier~~TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based ~~restricted stock units~~RSUs that may be earned.

~~(8)~~(7)

~~Ms. Karrmann forfeited her outstanding unvested equity awards in connection~~These performance-based RSUs will vest on February 23, 2025 following the end of the three-year performance period ended December 31, 2024, subject to the achievement of Adjusted EPS and Adjusted FCF Less NCI performance goals for 2022 and 2023, 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 ~~her separation.~~respect to the first and second tranches of these awards.

(8)
52						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, 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

~~Executive Compensation Tables~~


			(9)					The following outstanding equity awards reported for Mr. Arnst in these rows were transferred pursuant to a domestic relations order: (i) 575 time-based RSUs granted on February 24, 2021; and (ii) 3,443 performance-based RSUs granted on February 24, 2021 (based on actual performance through December 31, 2023).


		2024 PROXY STATEMENT		63

Executive Compensation Tables

Option Exercises and Stock Vested

The following table sets forth certain information regarding stock options exercised and restricted stock unit awards vested during ~~2020~~2023 for the NEOs.

~~2020~~2023 Option Exercises and Stock Vested Table

Option Awards

Stock Awards

Option Awards

Stock Awards

Name

Number of
Shares
Acquired on
Exercise
(#)

Value Realized

on Exercise
($)⁽¹⁾

Number of Shares
Acquired on Vesting
(#)

Value Realized

on Vesting
($)⁽²⁾

Ron Rittenmeyer

408,526

9,628,958

409,664

10,251,274

Name

Number of
Shares
Acquired on
Exercise

(#)

Value Realized
on Exercise ($)⁽¹⁾

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)⁽²⁾

Saum Sutaria

47,181

1,261,620

Saum Sutaria

Dan Cancelmi

34,907

921,516

Audrey Andrews

58,680

1,295,842

22,765

600,977

Dan Cancelmi

Tom Arnst

Lisa Foo

Paola Arbour

5,654

138,693

Sandi Karrmann

3,145

84,097

Paola Arbour

(1)

Calculated by multiplying the number of stock options exercised by the difference between the market price of common stock on the exercise date ~~of exercise~~ and the exercise price. The values shown do not represent ~~proceeds earned~~the total value of shares received by the NEOs, as shares were ~~withheld~~sold to cover applicable taxes.

(2)	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 ~~proceeds earned~~the total value of shares received by the NEOs, as shares were withheld to cover applicable taxes.

(3)	Includes 10,535 RSUs transferred pursuant to a domestic relations order.

Pension Benefits

The following table sets forth information as of December 31, ~~2020~~2023 with respect to our SERP, which provides for ~~payments or other~~ benefits that will become payable following a six-month delay, in connection with the retirement of ~~the following participating NEOs.~~Mr. Cancelmi.

~~2020~~2023 Pension Benefits Table

Name

Plan Name

Number of Years
Credited Service
(#)⁽¹⁾

Present Value
of Accumulated
Benefit
($)⁽²⁾⁽³⁾

Payments During Last

Fiscal Year

($)

Plan
Name

Number of Years of
Credited Service⁽¹⁾

Present Value
of Accumulated
Benefit

($)^(2)(3)(4)

Payments During Last

Fiscal Year

Dan Cancelmi

SERP

10,042,700

⁽⁴⁾

-0-

Audrey Andrews

SERP

6,602,489

⁽⁴⁾

-0-

Dan Cancelmi

SERP

13,707,516

-0-

(1)	Credited service under the SERP is limited to a maximum of 20 years.

(2)	Computed as of December 31, ~~2020,~~2023, the same pension plan measurement date used for financial statement reporting purposes with respect to our consolidated financial statements for the year ended December 31, ~~2020,~~2023, which are included in our Annual Report on Form 10-K.

(3)

Determined using the benefit formula, age and service credits, and final average earnings as of December 31, ~~2020,~~2023, using: (i) the assumption that retirement age is age 62, which is the earliest age at which a participant under the SERP may retire or terminate employment without a reduction in benefits; (ii) actuarial tables used in calculating life expectancies; and (iii) a discount rate of ~~2.75%~~5.50%.

(4)

The amount shown is the present value of the full accumulated benefit amount under the SERP; however, the amount received under the SERP upon retirement will be offset by any benefit received under the ERA and other retirement benefits. For more information on amounts payable under the ERA, see the ~~2020~~2023 Nonqualified Deferred Compensation Table on page ~~55.~~66.


64

Executive Compensation Tables

Supplemental Executive Retirement Plan

Mr. Cancelmi ~~and Ms. Andrews are participants~~is the only NEO who participates in our SERP, which provides supplemental retirement benefits in the form of retirement payments for life, generally commencing on the first day of the month following an executive’s retirement from Tenet after reaching age 62, subject to the six-month delay applicable to key employees under Section 409A of the Internal Revenue


		~~2021 PROXY STATEMENT~~			53

~~Executive Compensation Tables~~

Code of 1986 (Section 409A). At retirement, the annual benefit (paid on a monthly basis) to a participant will be a product of four factors:

Highest average monthly earnings ~~(base~~

(base salary and annual cash bonus

under our AIP) for any consecutive

60-month period during the

10 years preceding retirement

Years

of credited

services

Vesting

factor

Percentage factor

(to offset certain other

retirement benefits)

The monthly SERP benefit is reduced in the event of a participant’s early retirement (age 55 with 10 years of service) or termination of employment prior to age 62 by 3% for each year that employment termination occurs before age 62 (subject to a maximum reduction of 21%). Monthly SERP benefits are further reduced by an additional 3% each year if benefits begin to be paid prior to age 62. Unreduced retirement benefits under the SERP are available for participants who terminate on or after age 62.

In the event of a change of control, participants fully vest in their SERP benefits and no early retirement or payment reduction will apply. SERP benefits payable in the event of a termination of employment within two years following a change of control event described in Section 409A will commence on the first day of the month following the participant’s termination of employment, subject to the six-month delay applicable to key employees under Section 409A. Otherwise, any SERP benefits payable following a change of control will be paid at normal retirement or early retirement as described above.

None of our NEOs has received credited service under the SERP for years not worked for the Company or its acquired entities, however, the ESP, which was adopted in 2006, would provide each NEO with continued accrual of age and service credit under the SERP during his or her “severance period.” The SERP and ESP have been amended to eliminate these accruals during the severance period for employees that became SERP participants after August 3, 2011.


54

~~Executive Compensation Tables~~


2024 PROXY STATEMENT								65

Executive Compensation Tables

Nonqualified Deferred Compensation

The following table sets forth information as of December 31, ~~2020~~2023 with respect to our deferred compensation plans.

~~2020~~2023 Nonqualified Deferred Compensation Table


Name	Plan Name⁽¹⁾		Executive Contributions in Last Fiscal Year ($)⁽²⁾		Registrant Contributions in Last Fiscal Year ($)⁽³⁾		Aggregate Earnings in Last Fiscal Year ($)⁽⁴⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)⁽⁵⁾
Ron Rittenmeyer		DCP		-0-		-0-		-0-		-0-		-0-
		ERA		-0-		375,000		12,502		-0-		982,956
Name
Name
Name
Name													Plan Name⁽¹⁾	Executive Contributions in Last Fiscal Year ($)⁽²⁾	Registrant Contributions in Last Fiscal Year ($)⁽³⁾	Aggregate Earnings in Last Fiscal Year ($)⁽⁴⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year End ($)⁽⁵⁾

Saum Sutaria

Saum Sutaria

Saum Sutaria
		DCP		133,878		66,939		1,855		-0-		202,672
		ERA		-0-		250,000		5,889		-0-		509,131
Dan Cancelmi		DCP		-0-		-0-		112,053		-0-		397,125
Dan Cancelmi
Dan Cancelmi
Dan Cancelmi
Dan Cancelmi
		ERA		-0-		-0-		-0-		-0-		69,502
Audrey Andrews		DCP		-0-		-0-		-0-		-0-		-0-






Tom Arnst
Tom Arnst
Tom Arnst
Tom Arnst
Tom Arnst







Lisa Foo
Lisa Foo
Lisa Foo
Lisa Foo
Lisa Foo






		ERA		-0-		-0-		-0-		-0-		55,858
Paola Arbour		DCP		-0-		33,581		16,791		9,912		60,285
Paola Arbour
Paola Arbour
Paola Arbour
Paola Arbour
		ERA		-0-		100,000		4,090		-0-		310,328
Sandi Karrmann		DCP		82,576		22,465		66,725		-0-		328,946
		ERA		-0-		100,000		3,346		-0-		105,808

(1)	More information about our deferred compensation plans appears below.

(2)	Included in the amounts represented in the ~~2020~~2023 Summary Compensation Table on page 4858 as “Salary.”

(3)	Included in the amounts represented in the ~~2020~~2023 Summary Compensation Table on page 4858 as “All Other Compensation.”

(4)	These amounts are not included in the ~~2020~~2023 Summary Compensation Table on page 4858 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: ~~Mr. Rittenmeyer,~~ ~~$-0-;~~Dr. Sutaria, ~~$-0-;~~$921,267; Mr. Cancelmi, $190,136; Mr. Arnst, $-0-,Ms. ~~Andrews,~~ ~~$-0-;~~Foo: $59,545; and Ms. Arbour, ~~$-0-~~ ~~and Ms. Karrmann,~~ ~~$-0-.~~$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: ~~Mr. Rittenmeyer, $600,000;~~ Dr. Sutaria, ~~$250,000;~~$1,175,000; Mr. Cancelmi, $69,502; Mr. Arnst, $350,000; Ms. ~~Andrews, $55,858;~~Foo, $130,000; and Ms. Arbour, ~~$100,000 and Ms. Karrmann,~~ ~~$-0-.~~$410,000.

Deferred Compensation Plan

All our ~~Named Executive Officers~~NEOs and non-employee directors are eligible to participate in our Deferred Compensation ~~Plan.~~Plan (DCP). Dr. Sutaria, Mr. Cancelmi, Ms. ~~Arbour~~Foo and Ms. ~~Karrmann~~Arbour participated in ~~this plan~~the DCP in ~~2020.~~2023; however, only Dr. Sutaria and Ms. Foo made employee contributions during 2023.

Participants are permitted to elect to defer various types of covered compensation (“Deferral Contributions”) to the ~~Deferred Compensation Plan.~~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 ~~Deferred Compensation Plan~~DCP are fully vested when made.

Amounts deferred under the ~~Deferred Compensation Plan~~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 ~~Deferred Compensation Plan~~DCP upon a termination of employment are subject to the six-month delay applicable to key employees under Section 409A.


66

Executive Compensation Tables

LOGO

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 federal long-term (10-year) interest rate (which generated an annual return for ~~2020~~2023 of ~~1.66%~~4.84%); (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


		~~2021 PROXY STATEMENT~~			55

~~Executive Compensation Tables~~

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 Executive Retirement Account (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 ~~Mr. Rittenmeyer,~~ Dr. Sutaria, Mr. Arnst, Ms. ~~Arbour~~Foo and Ms. ~~Karrmann.~~Arbour. Mr. Cancelmi ~~and Ms. Andrews~~ began participating in the ERA prior to becoming eligible to participate in the SERP, but ~~are~~he is no longer actively participating in the ERA. 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. ~~Such~~Under 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 Deferred Compensation Plan 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, or 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.

Upon becoming ~~participants~~a participant in the SERP, Mr. Cancelmi’s ~~and Ms. Andrews’~~ participation in the ERA and ~~their~~his account ~~balances were~~balance was frozen, and no additional contributions or earnings credits ~~will be~~were made, though the account ~~balances continue~~balance continued to accrue years of vesting ~~service. Upon a qualifying termination of employment,~~service through his retirement on December 31, 2023. In connection with his retirement, Mr. Cancelmi ~~and Ms. Andrews~~ will receive ~~their~~his vested balances under the ERA and will also be entitled to receive ~~their~~his applicable benefit under the SERP, but such SERP benefit will be offset by the benefit received under the ERA.

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 ana NEO’s employment had terminated on December 31, ~~2020.~~2023. 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 ~~$39.93~~$75.57 per share of our common stock on December ~~31, 2020.~~29, 2023, the last trading day of 2023. These benefits are in addition to benefits available generally to our salaried employees, such as distributions under our 401(k) Plan, disability benefits and accrued vacation pay. AnA NEO’s benefits under our ~~Deferred Compensation Plan~~DCP will generally be distributed in connection with his or her termination of employment or the occurrence of a specified date. Benefits under the SERP and 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.

~~Mr. Rittenmeyer’s~~Dr. Sutaria’s Employment Agreement Benefits

Upon ~~certain terminations~~termination of ~~Mr. Rittenmeyer’s~~Dr. Sutaria’s employment with the Company ~~by the Company~~ without “cause” (including as a result of the Company’s election not to renew the Sutaria Agreement) or ~~by Mr. Rittenmeyer for~~Dr. Sutaria’s resignation with “good reason” ~~(each~~(in each case as defined in the ~~Employment~~Sutaria Agreement) more than six months prior to, or more than two years following, a change of control (as defined in the ESP), ~~his Employment~~the Sutaria Agreement provides that ~~Mr. Rittenmeyer~~Dr. Sutaria will be ~~entitled~~eligible to receive, subject to his execution of a release of claims in favor of the Company, (1) payment of any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs, (2) a lump sum payment equal to the amount of base salary that remains payable through the conclusion of the term of the Employment Agreement, which is currently set to expire on December 31, 2022, (3) a ~~pro-rata~~ AIP bonus for the year in which the termination of employment occurs, (4) a lump sum payment equal to the AIP bonus Mr. Rittenmeyer would have had the opportunity to earn for the remainder of the term of the Employment Agreement, with such lump sum based on actual performance for the performance period in which Mr. Rittenmeyer’s employment occurs, and target performance for any remaining performance period thereafter during the term of the Employment Agreement, (5) accelerated vesting and settlement of all outstanding unvested restricted stock units, and (6) continued coverage under the Company’s health and welfare plans through the end of the Term. In addition, upon a termination as a result of death or disability, Mr. Rittenmeyer would be entitled to items (1), (3), and (5) described above. The severance and other post-termination benefits provided to Mr. Rittenmeyer recognize our commitment to his full employment term, and offer Mr. Rittenmeyer protection through a period of transition, without providing Mr. Rittenmeyer any additional or supplemental termination packages or change in control-related benefits.Company:


56

~~Executive Compensation Tables~~


		•						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”);

~~Pursuant~~


		2024 PROXY STATEMENT		67

Executive Compensation Tables

LOGO

•

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.

If such termination occurs within six months prior to, ~~the Employment Agreement, Mr. Rittenmeyer is bound by perpetual confidentiality and~~ ~~non-disparagement~~ ~~covenants. The Employment Agreement also contains~~ ~~non-competition~~ ~~and~~ ~~non-solicitation~~ ~~covenants that apply for the duration of Mr. Rittenmeyer’s employment with the Company and for~~or within two years ~~thereafter.~~

~~To facilitate~~following, a ~~smooth transition and to promote stability in leadership, Mr. Rittenmeyer has also agreed to serve in an advisory role to his successor over an additional~~ ~~two-year~~ ~~period following the end~~change of his employment. Under this advisory arrangement, which will take effect when his term of service ends, Mr. Rittenmeyer will receive an annual retainer of $750,000, will remain eligible to participate in the Company’s health and welfare benefits programs, and will remain subject to restrictive covenants no less favorable to the Company than those set forth in the Employment Agreement.

~~Dr. Sutaria’s Employment Agreement Benefits~~

Upon termination of Dr. Sutaria’s employment with the Company “without cause” or Dr. Sutaria’s resignation with “good reason” (in each case as defined in his employment agreement), his employment agreement provides thatcontrol, Dr. Sutaria will instead be ~~entitled~~eligible to receive, subject to his execution of a release of claims in favor of the ~~Company, (1) payment~~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 ~~any earned but unpaid AIP bonus for the year prior to the year in which the termination of employment occurs, (2) two and~~ ~~one-half~~ ~~times the sum of base salary plus target AIP bonus paid over two and~~ ~~one-half~~ ~~year period following the termination date (or, if such termination is prior to the second anniversary of a “change of control”~~Dr. Sutaria’s death or “disability” (as defined in the ~~Company’s Executive Severance Plan)~~Sutaria Agreement), ~~three times the sum of base salary plus target AIP bonus paid in single~~ ~~lump-sum),~~ ~~(3) accelerated vesting of all outstanding unvested restricted stock units and his $5,000,000 restricted cash award (which was a make-whole award intended~~Dr. Sutaria will be eligible to replace the value forfeited and forgone earnings from his previous employer and will otherwise vest and be paid on January 6, 2022), and (4) continued coverage under the Company’s health and welfare plans during the two and ~~one-half~~ year period following the termination date (or three-year period if such termination is prior to the second anniversary of a change of control). Upon Dr. Sutaria’s termination due to death or disability, he is entitled to items (1) and (3) described above as well as a ~~pro-rata~~ ~~AIP bonus for the year in which the termination of employment occurs.~~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 ~~his employment agreement after~~the Sutaria Agreement upon expiration of its ~~three-year~~then-current term, Dr. Sutaria iswill be entitled to ~~receive,~~continued vesting of all equity-based awards granted during the term of the 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 ~~vesting of all outstanding unvested restricted stock units during~~compliance with the ~~two and~~ ~~one-half~~ ~~year period following expiration of~~restrictive covenants set forth in the ~~term as if Dr.~~ Sutaria ~~had remained employed by Company.~~Agreement.

Pursuant to the terms of ~~his employment agreement,~~the Sutaria Agreement, Dr. Sutaria is bound by perpetual confidentiality and non-disparagement covenants. ~~His employment agreement~~The 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 ~~two~~four of the Company’s primary competitors for the duration of Dr. Sutaria’s employment with the Company and for one year ~~thereafter~~thereafter.

~~Payments upon Ms. Karrmann’s Departure~~Mr. Cancelmi’s Retirement and Transition Services Agreement

~~Ms. Karrmann separated from~~On August 9, 2023, the Company and Mr. Cancelmi entered into a retirement transition services and support agreement (the “Transition Agreement”) pursuant to which Mr. Cancelmi’s full-time employment with the Company ended on ~~October 24, 2020.~~December 31, 2023. Under the Transition Agreement, Mr. Cancelmi transitioned to part-time employment on January 1, 2024 for continuing transition services and support, which employment will continue through April 15, 2025. Under the Transition Agreement, Mr. Cancelmi will receive the following: (i) a weekly salary of $750; and (ii) continued active participation in the Company’s medical, dental and prescription benefits programs until reaching age 65. In ~~connection with her departure, Ms. Karrmann did not receive any payments or benefits. All of her~~addition, Mr. Cancelmi’s outstanding equity awards ~~that were unvested were forfeited upon her departure, as was $201,230~~will continue to vest in accordance with their terms through his termination of ~~her unvested balance~~employment on April 15, 2025, and Mr. Cancelmi will receive service credit under the ~~ERA.~~SERP for his age as of April 15, 2025. The Transition Agreement includes a general release of claims in favor of the Company, also requires Mr. Cancelmi to provide a confirming release of claims on April 15, 2025 and extends certain of Mr. Cancelmi’s restrictive covenants through April 15, 2028.


68

Executive Compensation Tables

LOGO

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 ~~Mr. Rittenmeyer’s and~~the treatment of Dr. Sutaria’s awards under the Sutaria Agreement as discussed above, pursuant to the terms of the award agreements under the ~~2008 and~~ 2019 Stock Incentive ~~Plans,~~Plan, if ana 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 ~~restricted stock units~~RSUs are subject to performance criteria ~~however, then for awards granted prior to 2020, vesting is subject to~~and the ~~satisfaction of such performance criteria, and, if~~ termination occurs prior to the end of the performance period, ~~the awards will be subject to~~ ~~pro-rata~~ ~~vesting and settlement if and when the performance criteria are satisfied, based on the period of time employed during the performance period. For awards granted on or after 2020,~~ 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.


		~~2021 PROXY STATEMENT~~			57

~~Executive Compensation Tables~~

The table set forth below reflects the estimated aggregate amount of payments and other benefits each NEO ~~other than Ms. Karrmann~~ would have received upon termination of employment due to death, disability or retirement if such terminations occurred as of December 31, ~~2020.~~2023. As of December 31, ~~2020,~~2023, Mr. Cancelmi iswas considered early retirement-eligible for purposes of the SERP, ~~or accelerated equity vesting.~~and no executives with retirement provisions under their award agreements were considered retirement-eligible for such awards.

~~2020~~2023 Death, Disability and Retirement Table


Name	Termination Scenario	SERP/ERA Benefit ($)⁽¹⁾		Accelerated Equity Awards ($)⁽²⁾		Performance Cash ($)		Total ($)
Ron Rittenmeyer	Death		982,956		15,469,920		-0-		16,452,876
	Disability		982,956		15,469,920		-0-		16,452,876
	Retirement		982,956		-0-		-0-		982,956
Name										Termination Scenario	SERP/ERA Benefit ($)⁽¹⁾		Severance Benefits ($)⁽²⁾		Accelerated Equity Awards ($)⁽³⁾		Total ($)
Saum Sutaria	Death		-0-		23,660,362		5,000,000		28,660,362	Death		-0-		6,300,000		39,784,969		46,084,969
	Disability		-0-		23,660,362		5,000,000		28,660,362	Disability		-0-		6,300,000		39,784,969		46,084,969
	Retirement		-0-		-0-		-0-		-0-	Retirement		-0-		-0-		-0-		-0-
Dan Cancelmi	Death		4,658,740		7,203,177		1,277,777		13,139,694	Death		6,248,137		-0-		13,670,387		19,918,524
	Disability		8,702,293		7,203,177		1,277,777		17,183,247	Disability		10,403,555		-0-		13,670,387		24,073,942
	Retirement		9,489,904		-0-		-0-		9,489,904	Retirement		13,707,56		-0-		-0-		13,707,516
Audrey Andrews	Death		3,428,656		4,508,001		833,333		8,769,990
	Disability		5,766,277		4,508,001		833,333		11,107,611
	Retirement		-0-		-0-		-0-		-0-
Tom Arnst										Death		-0-		-0-		5,321,930		5,321,930
										Disability		-0-		-0-		5,321,930		5,321,930
										Retirement		-0-		-0-		-0-		-0-
Lisa Foo										Death		-0-		-0-		2,489,130		2,489,130
										Disability		-0-		-0-		2,489,130		2,489,130
										Retirement		-0-		-0-		-0-		-0-
Paola Arbour	Death		-0-		1,970,786		444,445		2,415,231	Death		-0-		-0-		2,982,404		2,982,404
	Disability		-0-		1,970,786		444,445		2,415,231	Disability		-0-		-0-		2,982,404		2,982,404
	Retirement		-0-		-0-		-0-		-0-	Retirement		-0-		-0-		-0-		-0-

(1)

Represents the present value of the benefit payable under the SERP in each of the named scenarios based on each NEO’s years of service to the Company as of the date of death, disability or retirement and using the executive’s highest average monthly earnings (base salary and annual cash bonus under our AIP) over a 60-consecutive month period during the final 120 months of employment. Further, in the case of death and disability, the prior service credit percentage described under “Supplemental Executive Retirement Plan” on page 5465 is 100%, the reduction for early commencement of death benefits is limited to 21% and disability benefits continue to accrue vesting credit until the executive attains normal retirement age. These amounts differ from the SERP benefit amounts shown in the ~~2020~~2023 Pension Benefits Table on page 5364 because they reflect the SERP payment provisions under each scenario rather than the unreduced commencement of benefits at age 62. ~~With respect to Mr. Rittenmeyer and Dr. Sutaria, represents the present value of the benefit payable under his Employment Agreement and the ERA.~~

(2)	For Dr. Sutaria, reflects the Pro-Rata Bonus described in more detail under “Dr. Sutaria’s Employment Agreement Benefits” above.

(3)

Unvested performance-based ~~restricted stock unit awards and performance cash LTI~~RSU awards are reported as vesting at target levels. Amounts reflected are based on the NYSE closing price of ~~$39.93~~$75.57 per share of our common stock on December ~~31, 2020~~29, 2023, the last trading day of 2023, with respect to ~~restricted stock units.~~RSUs.


		2024 PROXY STATEMENT		69

Executive Compensation Tables

Non-Cause Termination/No Change of Control

Subject to the terms of the ESP and applicable equity plans and award agreements, ~~and with respect to the ESP, further subject to signing~~including execution of a severance agreement containing restrictive covenants ~~as well as~~and a release of claims, Mr. ~~Cancelmi,~~Arnst, Ms. ~~Andrews~~Foo and Ms. Arbour (and, solely with respect to the equity award treatment described below, Mr. Cancelmi) are entitled to the following severance payments and other benefits if ~~his or her~~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 target bonus) during the “severance period” which is two and a half years for Mr. Cancelmi and one and a half years for Ms. Andrews and Ms. Arbour.~~

~~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 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 restricted stock unit~~


58

~~Executive Compensation Tables~~


		•		Severance pay (base salary plus target bonus (or, for Ms. Foo, the average bonus payout percentage for the preceding three years (or if greater, 50%) multiplied by base salary)) during the “severance period” of one and a half years.

•

Lump sum pro-rata bonus earned under the AIP for the year that includes the date of termination.

•

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 ~~restricted stock unit~~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 ~~restricted stock unit~~RSU awards). In February 2022, Ms. Arbour’s participation agreement under the ESP and Mr. Arnst’s offer letter were 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 restricted stock unit awards with respect to any performance period not completed as of termination (i.e., any previously “banked” amounts shall also be payable).

~~Age and service credit under the SERP during the severance period, for employees who became participants in the SERP prior to August 3, 2011.~~

•

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).

•

Age and service credit under the SERP during the severance period, for employees who became participants in the SERP prior to August 3, 2011.

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 ~~other than Ms. Karrmann~~ upon a non-cause termination unrelated to any change of control assuming that terminations occurred as of December 31, ~~2020.~~2023. For information on the benefits payable to Mr. Cancelmi in connection with his retirement and transition, see “Mr. Cancelmi’s Retirement and Transition Services Agreement” on pg. 68.


Name	Cash Severance ($)⁽¹⁾		Health and Welfare Benefits ($)⁽²⁾		Outplacement Services ($)		Additional SERP/ ERA Benefit ($)⁽³⁾		Performance Cash ($)		Accelerated Equity Awards ($)⁽⁴⁾		Excise Tax Reimbursements ($)		Total ($)
Ron Rittenmeyer		7,500,000		29,013		-0-		-0-		-0-		15,469,920		Not a benefit		22,998,933
Name
Name
Name															Cash Severance ($)⁽¹⁾		Pro-Rata Bonus ($)⁽²⁾		Health and Welfare Benefits ($)⁽³⁾		Outplacement Services ($)		Accelerated Equity Awards ($)⁽⁴⁾		Excise Tax Reimbursements ($)		Total ($)

Saum Sutaria
Saum Sutaria
Saum Sutaria
Saum Sutaria		5,000,000		51,101		-0-		-0-		5,000,000		23,660,362				Not a benefit		33,711,463		9,375,000		6,300,000		49,567		-0-			39,784,969		Not a benefit		55,509,536
Dan Cancelmi		3,250,000		49,862		25,000		1,581,689		1,277,777		7,203,177						13,387,505		-0-		-0-		-0-		-0-			13,670,387				13,670,387
Audrey Andrews		1,443,750		29,706		25,000		1,419,013		833,333		4,508,001						8,258,803
Tom Arnst																		1,706,250		1,267,500		27,287		25,000		5,321,930			8,347,967
Lisa Foo																		2,084,063		1,267,500		27,909		25,000		2,489,130			5,893,602
Paola Arbour		1,312,500		20,022		25,000		-0-		444,445		1,970,786			Not a benefit		3,772,753		1,443,750		990,000		13,114		25,000			2,982,404		Not a benefit		5,454,268

(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. Severance pay will be reduced for any SERP benefits that become payable during the severance period. For employees who became participants in the SERP prior to August 3, 2011, at the end of the severance period, the NEO’s SERP benefits will be adjusted to reflect the additional age and service credit provided under the ESP during the severance period. The NEO’s severance pay will not be considered in calculating his or her final average earnings under the SERP.

(2)	Represents each NEO’s pro-rata AIP bonus for 2023 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.

~~(3)~~

Represents the present value of the additional benefit payable under the SERP for eligible NEOs, which is attributable to the additional age and service credits that the NEOs accrue during their applicable severance periods, for employees who became participants in the SERP prior to August 3, 2011; however, the additional SERP benefit attributable to such age and service credits does not begin to be paid until the end of the severance period. The additional SERP benefit amounts do not include an amount of SERP benefits equal to that which would be payable in the event of retirement as shown in the 2020 Death, Disability and Retirement Table on page 58; however, those benefits would also be payable by reason of a ~~non-cause~~ ~~termination unrelated to a change of control of the Company.~~

(4)

Unvested performance-based ~~restricted stock unit and performance cash LTI awards~~RSUs are reported as vesting at target levels. Amounts reflected are based on the NYSE closing price of ~~$39.93~~$75.57 per share of our common stock on December ~~31, 2020~~29, 2023, the last trading day of 2023, with respect to ~~restricted stock units.~~RSUs.


70

Executive Compensation Tables

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 ~~Mr. Rittenmeyer and~~ Dr. Sutaria, whose separation benefits are described ~~above)~~above, and Dr. Cancelmi in light of his Retirement and Transition Services Agreement) 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, provided that the “severance period” is three years for Mr. Cancelmi and two years for Ms. Andrews and Ms. Arbour. If the termination occurs within the six months prior to a change of control that results from the liquidation or dissolution of the Company, however, then the severance period applicable to ~~non-cause~~ ~~terminations outside the context of a change of control will apply.~~

Equity awards under our stock incentive plans 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 under our stock incentive plans 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; performance-based restricted stock units 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).


•		~~2021 PROXY STATEMENT~~ 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.

59•

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).

~~Executive Compensation Tables~~

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.

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 ~~other than Ms. Karrmann~~ would receive upon a non-cause termination related to any change of control assuming that terminations occurred as of December 31, ~~2020.~~2023.


Name	Cash Severance ($)⁽¹⁾		Health and Welfare Benefits ($)⁽²⁾		Outplacement Services ($)		Additional SERP/ ERA Benefit ($)⁽³⁾		Performance Cash ($)		Accelerated Equity Awards ($)⁽⁴⁾		Excise Tax Reimbursements ($)		Total ($)
Ron Rittenmeyer		7,500,000		29,013		-0-		-0-		-0-		15,469,920		Not a benefit		22,998,933
Name
Name
Name															Cash Severance ($)⁽¹⁾		Pro-Rata Bonus ($)⁽²⁾		Health and Welfare Benefits ($)⁽³⁾		Outplacement Services ($)		Accelerated Equity Awards ($)⁽⁴⁾		Excise Tax Reimbursements ($)		Cutback for Excise Tax Avoidance ($)⁽⁵⁾			Total ($)

Saum Sutaria
Saum Sutaria
Saum Sutaria
Saum Sutaria		6,000,000		61,322		-0-		-0-		5,000,000		23,660,362				Not a benefit		34,721,684		11,250,000		6,300,000		59,480		-0-			39,784,969			Not a benefit		-0-		57,394,449
Dan Cancelmi		3,900,000		59,835		25,000		2,173,999		1,533,333		7,203,177						14,289,451		-0-		-0-		-0-		-0-			13,670,387					-0-		13,670,387
Audrey Andrews		1,925,000		39,608		25,000		4,913,214		1,000,000		4,508,001						12,410,823
Tom Arnst																		2,275,000		1,267,500		36,383		25,000		5,321,930			-0-					8,925,813
Lisa Foo																		2,778,750		1,267,500		37,212		25,000		2,489,130			-0-					6,597,592
Paola Arbour		1,750,000		26,697		25,000		-0-		533,334		1,970,786			Not a benefit		4,305,817		1,925,000		990,000		17,486		25,000			2,982,404			Not a benefit		(496,343	)	5,443,547

(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 2023 based on actual performance, which is payable at the time AIP bonuses are paid to other executives.

(3)

~~(3)~~

~~Represents the present value of the SERP benefit payable in the event of a~~ ~~non-cause~~ ~~termination related to a change of control of the Company in excess of the present value of the SERP benefit payable in the event of a~~ ~~non-cause~~ termination unrelated to a change in control, which is presented in the “Additional SERP/ERA Benefit” column of the table on page 58. The additional SERP benefit amounts would include age and service credits for the NEOs that would accrue during their applicable severance periods, for employees who became participants in the SERP prior to August 3, 2011, and would be based on: (i) the deemed full vesting of the NEOs in their SERP benefits without regard to their actual years of service; (ii) all of their years of service to the Company and using the executive’s highest average monthly earnings (base salary and annual cash bonus under our AIP) over a ~~60-month~~ ~~period of the final 120 months of employment; and (iii) the immediate commencement of SERP benefits without any reduction in benefits for early commencement.~~

In the event of a change of control of the Company without termination of employment, the additional retirement benefits payable under the SERP to the NEOs would be as follows: Mr. Cancelmi, $3,011,936; and Ms. Andrews, $3,775,590. These amounts have been calculated as described above in this footnote, but without the accrual of additional age and service credits during the severance period. These amounts differ from the additional SERP benefits payable by reason of a termination following a change of control because in a ~~non-termination~~ scenario (i) the benefit cutback provisions of the ESP for the avoidance of golden parachute excise taxes are not applicable and (ii) benefits under the SERP do not commence until retirement. These amounts do not include those benefits shown in the 2020 Pension Benefits Table on page 53 and those benefits would also be payable upon retirement.

~~Present value calculations use the assumptions discussed in footnote 3 to the 2020 Pension Benefits Table on page 53.~~

(4)	Amounts reflected have been calculated using the NYSE closing price of ~~$39.93~~$75.57 per share of our common stock on December ~~31, 2020~~29, 2023, the last trading day of 2023, with respect to ~~restricted stock units.~~RSUs.

(5)

Represents a reduction in otherwise payable ~~ESP~~ benefits in an amount sufficient to avoid an application of the ~~golden parachute~~ excise ~~tax.~~tax imposed by Section 4999 of the Internal Revenue Code. The payments and benefits provided to 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.


		2024 PROXY STATEMENT		71

Executive Compensation Tables

LOGO

Definitions:

“Cause” under our ~~deferred compensation plans,~~DCP, ESP, ~~SERP,~~ AIP and ~~stock incentive plans~~2019 Stock Incentive Plan is defined ~~as (a) when~~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 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 his personal benefit or in connection with his 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 his 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; (b) 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 his personal benefit or in connection with his 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 his job duties in


60

~~Executive Compensation Tables~~

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 ~~deferred compensation plans,~~DCP, ESP, ~~SERP,~~ AIP and ~~stock incentive plans~~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 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) ~~(i.e., items (i), (ii), (iii) and (iv) are described in Section 409A)~~.

“Good Reason” under our ESP, ~~SERP,~~ AIP and ~~stock incentive plans~~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 which 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.


72

Pay Ratio Disclosure

LOGO

Pay Ratio Disclosure

The ~~2020~~2023 annual total compensation of the median compensated of all our employees, other than ~~Ron Rittenmeyer,~~Saum Sutaria, our ~~Executive~~ Chairman and CEO, was ~~$54,501; Mr. Rittenmeyer’s 2020~~$60,633; Dr. Sutaria’s 2023 annual total compensation was ~~$16,675,529;~~$18,518,109; and the ratio of these amounts was approximately 1 to ~~306.~~305.

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 ~~2020,~~2023, 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 ~~2019~~2023 for all employees who were employed for all of ~~2020,~~2023, and we used the annualized value of total gross wages earned during calendar year ~~2020~~2023 for all employees who were hired during ~~2020~~2023 and were employed as of December 31, ~~2020,~~2023, but did not serve a full year with the ~~Company (including employees who were furloughed for a portion of 2020).~~Company. We identified our employee population as of December 31, ~~2020,~~2023, based on our payroll and employment records. As permitted by SEC rules, we excluded approximately ~~1,700~~3,430 employees located in the Philippines, who in the aggregate represented approximately ~~1.5%~~3.3% of our approximately ~~110,000~~103,836 employees as of December 31, ~~2020.~~2023.

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.


		2024 PROXY STATEMENT		73

Pay Versus Performance

In accordance with SEC rules adopted, we provide the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The HR Committee did not consider this pay versus performance disclosure or the “compensation actually paid” amounts below in making its pay decisions for any of the fiscal years shown.



										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)

2023		18,518,109		—		63,876,884			—		4,661,937		9,805,274		198.71		143.18		1,311		3,541

2022		11,047,128		—		(9,106,588	)		—		6,921,122		1,325,894		128.29		140.29		1,001		3,469

2021		21,153,672		18,666,160		50,394,322			34,148,681		4,786,880		11,458,403		214.80		143.09		1,476		3,483

2020		—		16,675,529		—			16,079,648		4,996,930		5,700,379		105.00		113.45		768		3,146

(1)

Ron Rittenmeyer served as our principal executive officer (PEO) during 2020 and 2021 ~~PROXY STATEMENT~~until he was succeeded by Dr. Sutaria on September 1, 2021, who served as our PEO for the remainder of 2021 and for 2022 and 2023. The

Non-PEO

NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2023, Messrs. Cancelmi and Arnst and Mses. Arbour and Foo; (ii) for fiscal 2022, Messrs. Rittenmeyer, Cancelmi and Arnst and Mses. Arbour and Foo; (iii) for fiscal 2021, Messrs. Cancelmi and Arnst, Ms. Arbour and Audrey Andrews, our former Executive Vice President and General Counsel; and (iv) 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 received 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 2023			Average Non- PEO NEOS 2023

Summary Compensation Table Total		18,518,109			4,661,937

Less, value of Stock Awards and Option Awards reported in Summary Compensation Table		(10,130,392	)		(1,484,798	)

Less, Change in Pension Value reported in Summary Compensation Table		-0-			(1,011,500	)

Plus, year-end fair value of outstanding and unvested equity awards granted in the year		27,075,154			2,343,143

Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years		25,376,768			3,358,855

Plus, fair value as of vesting date of equity awards granted and vested in the year		-0-			634,524

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		3.037,245			1,303,113

Plus, pension service cost for services rendered during the year		-0-			-0-

Plus, prior pension service cost or credit associated with any plan amendments or initiations during the year for services rendered during prior years.		-0-			-0-

Compensation Actually Paid		63,876,884			9,805,274

(3)

Amounts in these columns assume $100 was invested for the cumulative period from December 31, 2019 through the end of the listed fiscal year, in either the Company’s common stock or the S&P 500 Health Care Index (the Company’s peer group), as applicable, and reinvestment of the

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 2023, 2022, 2021 and 2020.

(5)

We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other NEOs in 2023, consistent with 2022. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important measure in future years. Adjusted EBITDA, a

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 2023, 2022, 2021 and 2020.


74			61

Table of Contents

Pay Versus Performance

Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

As described in more detail in Compensation Discussion & Analysis, the Company’s executive compensation program reflects a

pay-for-performance

philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with “compensation actually paid.” In accordance with SEC rules, the Company is providing the following representations of the relationships between information presented in the Pay Versus Performance Table.

Company vs Peer Group TSR and Compensation Actually Paid vs Company TSR

Compensation Actually Paid vs Net Income


		2024 PROXY STATEMENT		75

Table of Contents

Pay Versus Performance

Compensation Actually Paid vs Adjusted EBITDA

Financial Performance Measures

The following list presents the financial performance measures that the Company has determined represent the most important in linking “Compensation Actually Paid” to our PEO and the other NEOs for 2023 to Company performance. These measures are not ranked.

Adjusted EBITDA;

Adjusted Free Cash Flow less cash distributions paid to noncontrolling interests as reflected on the Company’s consolidated statements of cash flows; and

Adjusted EPS.

See Appendix A for definitions of each of these

non-GAAP

measures, and see Compensation Discussion & Analysis beginning on page 42 for information regarding how these measures were used in our 2023 executive compensation program.


76

LOGO

Securities Authorized for Issuance

Under Equity Compensation Plans

We currently grant stock options and restricted stock units under our 2019 Stock Incentive Plan. All options were granted with an exercise price equal to the NYSE closing price per share of our common stock on the date of grant. Most of our restricted stock unit or stock option grants to senior officers vest over a three-year period (either ratable or cliff-vest), although certain awards may contain different vesting periods. Restricted stock units granted to Mr. Rittenmeyer vest in equal quarterly installments as provided in his Employment Agreement. Options expire within a period of no more than 10 years from the date of grant.

The following table summarizes certain information with respect to our equity compensation plans pursuant to which rights remain outstanding as of December 31, ~~2020.~~2023.

Equity Compensation Plan Information


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)			Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B)⁽¹⁾		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C)
Plan Category
Plan Category
Plan Category									Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)			Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B)⁽¹⁾		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C)

Equity compensation plans approved by security holders		912,531	⁽²⁾	$	22.51		8,798,750	⁽³⁾
Equity compensation plans approved by security holders
Equity compensation plans approved by security holders
Equity compensation plans approved by security holders										384,440	⁽²⁾		$22.79		11,396,373	⁽³⁾

Equity compensation plans not approved by security holders⁽⁴⁾		57,693			-0-		-0-
Equity compensation plans not approved by security holders⁽⁴⁾
Equity compensation plans not approved by security holders⁽⁴⁾
Equity compensation plans not approved by security holders⁽⁴⁾										65,282			-0-		-0-

Total		970,224		$	22.51		8,798,750
Total
Total
Total										449,722			$22.79		11,396,373

(1)	The weighted average exercise price does not consider the shares issuable upon the vesting of outstanding ~~restricted stock units,~~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 ~~2,865,503~~shares subject to outstanding stock options and time-based RSUs and the target number of shares subject to outstanding performance-based RSUs.

(3)

Includes 2,501,233 shares remaining available for issuance pursuant to the Tenth Amended and Restated 1995 Employee Stock Purchase Plan and ~~5,933,247~~8,895,140 shares remaining available for issuance under the 2019 Stock Incentive Plan, assuming that all outstanding performance-based ~~restricted stock units~~RSUs that had not already provisionally vested would settle at ~~maximum~~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 ~~restricted stock units,~~RSUs, reduce the number of shares available by under the 2019 Stock Incentive Plan by 1.65 shares for each share subject to such awards.

~~(3)~~

~~Includes shares subject to outstanding stock options and time-based restricted stock units and the number of shares subject to the maximum amount of outstanding performance-based stock units.~~

(4)

Consists of deferred compensation invested in ~~50,202~~58,490 stock units under our ~~deferred compensation plans~~DCP and ~~7,491~~6,792 stock units under our ~~Executive Retirement Account,~~ERA, in each case payable in common stock. The potential future dilutive effect of ~~our~~ deferred compensation plans due to future investment of deferrals into stock units cannot be estimated. A description of the material features of our ~~deferred compensation plans~~DCP and ~~Executive Retirement Account~~ERA can be found under “Nonqualified Deferred Compensation” beginning on page ~~55.~~


62


								66.


		2024 PROXY STATEMENT		77

LOGO

Proposal ~~2-Advisory~~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 ~~30,~~42, 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 ~~the~~ “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 ~~2020~~2023 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 4858 through ~~61,~~72, 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 ~~2021~~2024 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 ~~2022~~2025 Annual Meeting of Shareholders.

~~Unless marked to the contrary, proxies will be voted “FOR” the approval of the advisory resolution to approve the Company’s executive compensation.~~

~~The Board recommends that you vote~~ ~~“FOR”~~ ~~the approval of the advisory resolution to approve executive compensation.~~


		~~2021 PROXY STATEMENT~~			63	The Board recommends that you vote “FOR” the approval of the advisory resolution to approve executive compensation.


78

LOGO

Audit Committee Report

The Audit Committee is ~~comprised~~composed of the ~~five~~ members named ~~below. Under the Company’s Corporate Governance Principles,~~below, each ~~member~~ of ~~the Audit Committee must be an~~whom is independent, ~~director,~~ as defined by the NYSE rules and the rules of the SEC. ~~Each current member of the Audit Committee is independent under those criteria. In addition, the~~The Board has determined that Mr. Fisher, Mr. Lynch and Ms. Romo are each an Audit Committee ~~financial expert,~~Financial Expert, as defined by SEC rules, and that ~~all four~~each Audit Committee ~~members are~~member is financially literate, as required by NYSE rules. ~~Ms. Romo serves as Chair of the Audit Committee.~~

The Audit Committee on behalf of the Board, oversees the Company’s financial reporting process, including review of (i) the Company’s guidelines and policies with respect to risk assessment and risk management related to financial reporting and disclosure controls and procedures, (ii) the major financial and enterprise risk exposures of the Company and (iii) the steps management has ~~taken to monitor and control such exposures. In fulfilling its oversight responsibilities, the Audit Committee~~ 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, ~~2020, Deloitte & Touche LLP (Deloitte), each Quarterly Report on Form~~ ~~10-Q~~ ~~filed during 2020 (Forms~~ ~~10-Q),~~ ~~as well as the audited consolidated financial statements and the footnotes thereto in the Company’s Annual Report on Form~~ ~~10-K~~ ~~for the year ended December 31, 2020 (Form~~ ~~10-K),~~ ~~before the Forms~~ ~~10-Q~~ ~~and Form~~ ~~10-K~~ ~~were filed with the SEC.~~ 2023.

The Audit Committee discussed with management the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the degree and quality of disclosures in the financial statements prior to the time the respective Forms ~~10-Q~~ ~~and Form~~ ~~10-K~~ ~~were filed with the SEC. The Audit Committee also reviewed with management and Deloitte each press release concerning earnings prior to its release.~~

The Company’s independent registered public accountants are responsible for expressing an opinion on the Company’s audited consolidated financial statements and the fair presentation, in all material respects, of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The Audit Committee reviewed andhas discussed with Deloitte ~~its judgments as to~~ the ~~quality, not just the acceptability, of the Company’s accounting principles, the critical audit~~ matters ~~(“CAMs”) addressed in the audit~~required under applicable professional auditing standards and ~~the relevant financial statement accounts or disclosures that relate to each CAM, and such other matters as are required to be discussed~~regulations adopted by ~~the Audit Committee with the Company’s independent registered public accountants under the standards of~~ the Public Company Accounting Oversight Board (PCAOB)~~. Deloitte has expressed an opinion in its Report of Independent Registered Public Accounting Firm that~~ and the ~~Company’s 2020 audited consolidated financial statements conform to accounting principles generally accepted in the United States of America.~~

During 2020, the Audit Committee was provided updates on, monitored and discussed with management the status of the Company’s compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.SEC. In addition, the Audit Committee ~~reviewed management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2020~~received and ~~approved the inclusion of management’s report on such assessment in the Form~~ ~~10-K.~~ ~~Deloitte has audited and also expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020.~~

~~The Audit Committee also discussed with Deloitte its independence from management and the Company, and received~~reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB ~~Ethics and Independence Rule 3526 (Communication~~regarding Deloitte’s communications with ~~Audit Committees Concerning Independence). In concluding that Deloitte is independent,~~ the Audit Committee ~~considered, among other factors, whether the~~ ~~non-audit~~ ~~services provided by Deloitte (as described below) were compatible with the firm’s independence. The Audit Committee also retained Deloitte~~concerning independence and ~~made it clear to Deloitte that they report directly to the Audit Committee and not to management.~~

~~The Audit Committee~~has discussed with ~~the Company’s internal auditors and~~ Deloitte the overall scopes and plans for their respective audits. The Audit Committee met separately at various meetings in executive session with each of the internal auditors and Deloitte to discuss, among other matters, the results of their audits, their evaluations of the Company’s internal controlsits independence from management and the ~~overall quality of the Company’s financial reporting.~~Company.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s ~~2020~~2023 audited consolidated financial statements be included in the Form 10-K and filed with the SEC.

In evaluating and selecting the Company’s independent registered public accounting firm, the Audit Committee considers, among other things, historical and recent performance of the current independent audit firm, external data on audit quality and performance, including PCAOB reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the audit firm. The Audit Committee has engaged Deloitte to serve as our independent registered public accountants for the year ending December 31, 2021. For further information concerning this engagement, see “Proposal 3—Ratification of the Selection of Independent Registered Public Accountants.”

Members of the Audit Committee

Tammy Romo, Chair

Roy Blunt

Richard W. Fisher

Cecil D. Haney

Christopher S. Lynch

Richard J. Mark


64

~~Audit Committee Report~~


2024 PROXY STATEMENT								79

Audit Committee Report

LOGO

Independent Registered Public Accounting Firm Fees





							Year Ended December 31, 2023		Year Ended December 31, 2022
	Year Ended December 31, 2020			Year Ended December 31, 2019
Audit fees⁽¹⁾		$	4,706,122		$	4,843,370
Audit fees⁽¹⁾
Audit fees⁽¹⁾
Audit fees⁽¹⁾								$6,978,790		$6,739,912

Audit-related fees⁽²⁾			2,982,235			2,550,965
Audit-related fees⁽²⁾
Audit-related fees⁽²⁾
Audit-related fees⁽²⁾								2,429,305		2,143,898

Tax fees⁽³⁾			761,775			58,238
Tax fees⁽³⁾
Tax fees⁽³⁾
Tax fees⁽³⁾								33,690		30,503

All other fees⁽⁴⁾			582,147			1,456,765
All other fees⁽⁴⁾
All other fees⁽⁴⁾
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 ~~2020~~2023 and ~~2019~~2022 consisted of professional fees for tax compliance and tax planning services.

(4)	~~All~~No fees were incurred in 2023 or 2022 for services other ~~fees consist of fees for various advisory services.~~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.~~ services:

•

We Restrict ~~The~~ 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~~ 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~~for: detailed, specific types of services related ~~to:~~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 ~~2020,~~2023, this limit was approximately ~~$7.8~~$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~~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, ~~2021.~~2024. 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 performance of Deloitte in prior years, 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 Public Company Accounting Oversight Board inspection,~~

~~the performance of key members of the audit engagement team, 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.

•

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

•

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.

~~The Audit Committee is responsible for the audit fee negotiations associated with the retention of Deloitte.~~

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. ~~Unless marked to the contrary, proxies will be voted “FOR” the ratification of the selection of Deloitte as our independent registered public accountants.~~

~~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, 2021.~~

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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, 2024.


66		2024 PROXY STATEMENT		81

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Proposal 4 - Report on Risk Mitigation Regarding State Restrictions for Emergency Abortions

The Marguerite Casey Foundation 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.

“Report on Risk Mitigation Regarding State Restrictions for Emergency Abortions

Tenet Health includes more than 475 ambulatory surgery centers and surgical hospitals, 61 hospitals and approximately 110 additional outpatient centers and other sites of care.”¹

About 66% of Tenet’s acute care hospitals operate in states that have adopted laws severely restricting access to abortion absent exigent circumstances that often differ from federal statutory emergency abortion exceptions.² These varying abortion restrictions pose risks to Tenet as a provider of emergency medical services.

For example, it has been widely reported that in states that have passed severe restrictions on abortion, doctors have been struggling with the legality of providing terminations for ectopic pregnancies, incomplete miscarriages, or other circumstances where miscarriage is inevitable or the health or life of the pregnant woman is in danger (“Faced with abortion bans, doctors beg hospitals for help with key decisions,” The Washington Post, October 28, 2023, at https://www.washingtonpost.com/politics/2023/10/28/abortion-bans-medical-exceptions/). 68% of OBGYNs reported that the Dobbs ruling has worsened their ability to manage pregnancy-related emergencies.³ This uncertainty is not only dangerous for patients, but also puts physicians and the hospital at legal risk. The Department of Health and Human Services has already begun investigating and found that at least two hospitals violated federal law when they denied a patient abortion care. The potential for improperly denying abortion care poses legal, financial, and reputational risks to Tenet.

Further, abortion bans are creating impediments to physician recruitment and retention. Physicians are showing “reluctance to practice in places where making the best decisions for a patient could result in huge fines or even a prison sentence,”⁴ and fewer medical school graduates are applying to residencies in abortion ban states.⁵ If this trend continues, it could pose risks to Tenet beyond limiting its capacity to provide abortion services—with fewer physicians and services potentially available for all obstetric and gynecological patients at Tenet.

The patchwork of state and federal laws regarding abortion—most specifically, the varying definitions for what constitutes a medical emergency warranting an exception—poses risks for Tenet because it must necessarily make determinations for when it can legally provide an abortion.

RESOLVED: Shareholders request that Tenet’s Board of Directors issue a public report detailing any known and potential risks to the Company posed by state laws severely restricting abortions in the case of medical emergencies. The report should detail any strategies beyond litigation and legal compliance that the company may deploy to minimize or mitigate these risks. The report should be published prior to December 31, 2024, omitting confidential information and completed at reasonable expense.

SUPPORTING STATEMENT: Shareholders recommend that the report evaluate: how the Company makes determinations regarding arguably conflicting state and federal laws; how the Company educates its medical professionals on the evolving legal landscape; and how the Company recruits and retains obstetric and gynecological medical professionals in restrictive states.”

¹ https://www.tenethealth.com/about

² https://www.tenethealth.com/locations

³https://files.kff.org/attachment/Report-A-National-Survey-of-OBGYNs-Experiences-After-Dobbs.pdf

⁴https://www.npr.org/sections/health-shots/2023/05/23/1177542605/abortion-bans-drive-off-doctors-and-put-other-health-care-at-risk

⁵https://www.aamc.org/advocacy-policy/aamc-research-and-action-institute/training-location-preferences


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Proposal 4-Report on Risk Mitigation Regarding State Restrictions for Emergency Abortions

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The Board’s Statement in Opposition

Tenet is a diversified healthcare services company with operations in 35 states. We operate 58 acute care and specialty hospitals, 164 outpatient facilities and a network of employed physicians. Our care delivery network also includes United Surgical Partners International, the largest ambulatory platform in the country, which operates or has ownership interests in more than 480 ambulatory surgery centers and surgical hospitals.

The scope of the requested report for “any known and potential risks the Company posed by state laws severely restricting abortions in the case of medical emergencies” is extraordinarily broad. We regularly monitor programs to comply with federal and state laws and regulations to ensure individuals presenting at Tenet’s emergency departments receive an appropriate medical screening examination and stabilizing treatment, including medically necessary abortions, or appropriate transfer in accordance with applicable laws. As recently as January 2, 2024, the U.S. Court of Appeals for the Fifth Circuit overruled guidance from the U.S. Department of Health and Human Services purporting to mandate abortions for emergency department patients that arguably contradicted state laws, further reducing risk to the Company. Each facility and its medical staff have 24-hour-per-day access to Tenet counsel with expertise in applicable healthcare laws, including those laws related to abortion services, which we believe adequately safeguard the Company’s interests.

We believe that the Company’s resources are better focused on our enterprise risk management system and the continued identification, assessment and management of the various short-, medium- and long-term risks that are material to our company. We have processes in place to manage and oversee risks, including the clinical care provided at our facilities. We believe these processes are reasonable and appropriate to assess the risk discussed in this proposal without the need to commission the overly broad report requested by the proposal. We are already required to disclose material risks to our business in our quarterly and annual filings with the SEC.

The Board has carefully considered this proposal and for the above reasons 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.

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The Board recommends that you vote “AGAINST” the shareholder proposal.


		2024 PROXY STATEMENT		83

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Proposal 5 - Report on Plans to Integrate ESG Metrics Into Executive Compensation

The International Brotherhood of Teamsters General 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 Corp. (“Tenet”), urge the Board of Directors to report to shareholders, at reasonable cost and omitting proprietary information, if, and how, it plans to integrate environmental, social and governance (ESG) metrics into the performance measures of named executive officers under the Company’s compensation incentive plans. ESG is defined as the framework for understanding how ESG considerations, and related financial impacts, are integrated into corporate strategy over the long-term.

Supporting Statement:

Effectively managing ESG issues offers positive opportunities for companies and should be a key metric by which executives are judged. By integrating clearly disclosed ESG metrics into executive compensation, companies can reduce risks related to underperformance by incentivizing executives to meet sustainability goals, thereby achieving greater long-term value.

According to a recent compensation study, most S&P 500 companies now tie executive pay to some form of ESG performance. (https://corpgov.law.harvard.edu/2022/11/271 linking-executive-compensation-to-esg-performance)

While Tenet says it acknowledges the importance of “ESG matters to the Company and its stakeholders,” recently established a board-level “ESG Committee,” and talks extensively about ESG in its 2023 proxy statement, there is little disclosure on how these priorities translate into executive compensation.

According to last year’s proxy statement, Tenet’s annual incentive plan is subject to an “individual performance modifier” and a “quality and compliance modifier.” However, these mechanisms lack the specificity, accountability, and transparency that a set of clearly identified—and quantifiable ESG measures bring.

Human capital management practices, particularly represent key challenges for Tenet that we believe must be clearly linked to executive compensation. In the 2022 10-K, for instance, Tenet notes the risks from ongoing challenges in recruiting and retaining healthcare professionals.

While a lack of accredited professionals is sometimes cited as driving a “worker shortage,” according to the Michigan Health and Hospital Association many of the nursing vacancies are a result of unplanned retirement, resignation, and burnout, as well as a growing concern for safety. (https://www.wilx.com/2023i11/21hvarsing-health-care-worker-shortage-michigan-continues-surgei) A study by McKinsey similarly found that “not being valued, inadequate pay, and unmanageable workloads” are the top factors behind registered nurses’ decisions to leave, concluding that it is “more important than ever for healthcare organizations to design and deploy initiatives that respond to and address workforce needs.” (https://www.mckinsey.com/industries/healthcare/our-insights/nursing-in-2023).

Given these industry trends, we believe adding ESG metrics such as human capital measures, provides greater accountability and transparency around executives’ management of these critical drivers of long-term value.

We recommend the adoption of quantitative metrics.”


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Proposal 5-Report on Plans to Integrate ESG Metrics Into Executive Compensation

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The Board’s Statement in Opposition

In recognition of the importance of ESG matters to the Company and its stakeholders, our Board formed an ESG Committee in February 2021 in order to provide support for the Company’s ongoing ESG efforts. Our ESG Committee, which is comprised entirely of independent directors, is responsible for overseeing and supporting the Company’s commitment to ESG matters, such as climate change impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, diversity and inclusion. In addition to discussing with management the Company’s ESG strategy, initiatives and policies, the ESG Committee monitors the operational, regulatory and reputational risks and impacts of ESG on the Company, and it also provides input and guidance on communications with employees, investors and other stakeholders regarding ESG. We publish an annual ESG report that outlines our commitment to the communities we serve and our objectives in the areas of environmental sustainability, social initiatives and governance performance.

Our Board believes that our Human Resources Committee is best positioned to design and implement executive compensation arrangements tailored to our Company that will promote our goals and create long-term shareholder value. Our incentive compensation program is structured around financial and operational performance measures that the Human Resources Committee believes, in the exercise of its business judgment, are most important in driving the responsible, long-term growth of the business. Given that ESG considerations are fully integrated in how we conduct business, adopting separate ESG performance metrics is not necessary at this time.

The Board’s active oversight of ESG matters ensures that they are appropriately prioritized and obviates any need for further incorporating ESG performance metrics into our executive compensation program. We are committed to serving the interests of our employees, patients, stockholders and the global community. We believe the adoption of this proposal is unnecessary and not in the best interests of our stockholders.

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The Board recommends that you vote “AGAINST” the shareholder proposal.


		2024 PROXY STATEMENT		85

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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 ~~through an~~via a live audio webcast at ~~www.virtualshareholdermeeting.com/THC2021~~ www.proxydocs.com/THC at 8:00 a.m. Central Time on ~~Thursday,~~Wednesday, May ~~6, 2021,~~22, 2024, 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 ~~March 26, 2021,~~April 12, 2024, we mailed to our shareholders and also made available online at ~~www.proxyvote.com~~ 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 our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2023, 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 ~~March 26, 2021.~~April 12, 2024.

Who Can Vote

Only shareholders of record of our common stock at the close of business on March ~~12, 2021,~~27, 2024, 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 ~~106,471,229~~99,186,371 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 right to grant your voting proxy directly to us or to vote in person 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 ~~card)~~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 and vote during 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 ~~proxy card.~~voting instruction form.


86		~~2021 PROXY STATEMENT~~			67

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By Telephone.You may vote by calling the toll-free telephone number noted on your Notice, proxy card or ~~proxy card.~~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.~~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 ~~16-digit~~control number included on your proxy card or voting ~~instructions card.~~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 EITHER 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 vote on any of the proposals unless you provide voting instructions. Therefore, unless you provide specific voting instructions, your shares ~~of our common stock are held by a broker in street name, under~~may not be represented or voted at the ~~rules of the NYSE, your broker may vote your shares only on “routine” matters if~~meeting. If you do not provide your broker with voting instructions. The ratification of the selection of our independent registered public accountants is considered a routine matter upon which brokerage firms may vote on behalf of their clients if no voting instructions are provided. A “broker ~~non-vote”~~ ~~occurs when a broker holding your shares in street name does not vote on a particular matter because you did not provide the broker~~ voting instructions and the broker ~~lacks discretionary voting authority~~elects to vote ~~the~~your shares ~~because~~on some but not all matters, it will result in a “broker non-vote” for the ~~matter is~~ ~~non-routine.~~ ~~The~~ ~~non-routine~~ matters on which the ~~agenda for this year’s Annual Meeting include the election of directors and an advisory approval~~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 ~~Company’s executive compensation.~~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 eleven 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 nominee named in this section. If any director 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 may be filled at a later date by the Board, 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


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~~General Information Regarding the Annual Meeting and Voting~~


		•		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).

•

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


		2024 PROXY STATEMENT		87

General Information Regarding the Annual Meeting and Voting

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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.

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Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

~~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 abstentions not~~
•
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); and~~
~~ratification of the selection of independent registered public accountants (Proposal 3).~~
~~Broker~~ ~~non-votes~~ ~~will have no effect on Proposal 2 because they are not considered votes “cast.” There should be no broker~~ ~~non-votes~~ ~~associated with Proposal 3, as brokers have discretionary voting authority to vote the shares because the matter is considered to be “routine” under the NYSE rules.~~
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advisory approval of the Company’s executive compensation (Proposal 2);
•
ratification of the selection of independent registered public accountants (Proposal 3);
•
approval of shareholder proposal to report on risk mitigation regarding state restrictions for emergency abortions (Proposal 4); and
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approval of shareholder proposal to report on plans to integrate ESG metrics into executive compensation (Proposal 5).

Attending the Annual Meeting and Asking Questions

~~As a result of the~~ ~~COVID-19~~ ~~pandemic, we~~We plan to hold this year’s Annual Meeting online ~~through an~~via a live audio webcast. This format will enable shareholders to attend the meeting and participate from any location, at no cost.

~~You~~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 ~~attend~~listen to the ~~Annual Meeting online and~~meeting live, submit questions ~~by visiting www.virtualshareholdermeeting.com/THC2021. You will also be able to vote your shares online at the Annual Meeting.~~ and vote.

To participate in the Annual Meeting, you will need the ~~16-digit~~control number included on your proxy card or voting instruction ~~card~~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.~~page and in the instructions you will receive via email.

Shareholders may submit written questions ~~once logged~~by logging into the virtual platform. Questions pertinent to meeting matters will be answered during the ~~question and answer~~question-and-answer portion of the meeting, subject to ~~a time limit prescribed by~~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. 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 proxy materials to shareholders at a shared address to which a single copy of the documents was delivered. To receive a separate copy, to stop receiving multiple copies sent to shareholders of record sharing an address, or to enroll in householding:

Shareholder of Record.If you are a shareholder of record, please submit your request ~~by telephone at~~ ~~(800) 579-1639,~~ ~~by email at~~ ~~sendmaterial@proxyvote.com~~ ~~or by mail~~ to the Corporate Secretary, Tenet Healthcare Corporation, ~~c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~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 ~~November 26, 2021.~~December 13, 2024. 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 ~~2021~~2025 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 ~~November 26, 2021,~~December 13, 2024, and no earlier than the close of business on ~~October 27, 2021.~~November 13, 2024. However, in the event that the 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 ~~stockholder,~~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 10^th10th 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 2025 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 2025 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 24, 2025.

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 ~~6, 2022~~22, 2025 and close of business on February ~~5, 2022,~~21, 2025, unless the ~~2022~~2025 annual meeting is called for a date that is not within 30 days before or after the anniversary of the ~~2021~~2024 annual meeting, in which case notice must be received no later than the close of business on the 10^th10th 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 ~~“For Investors”~~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.


90

Other Information

Annual Report on Form 10-K

We will provide to shareholders by mail, without charge, a copy of our 2023 Annual Report on 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 ~~you should write~~ for the year ended December 31, 2023, and in other filings made by the Company from time to ~~Tenet Healthcare Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~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.


		~~2021~~ 2024 PROXY STATEMENT			71


								91

LOGO

Appendix A: Non-GAAP Financial Measures

~~Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted EPS~~

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 (costs) benefit, 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 ~~operations~~ and closed ~~businesses.~~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 ~~primary or~~ 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 (costs) ~~benefits,~~benefit, net of ~~reinsurance~~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, 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 ~~expenses.~~expense.

The Company believes the foregoing non-GAAP measures are useful to ~~shareholders~~investors and analysts because they present additional information onabout the Company’s financial performance. ~~Shareholders,~~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 ~~its~~ peer companies, which ~~utilize~~use similar non-GAAP financial measures in their presentations and earnings releases. The ~~Human Resources~~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 ~~shareholders~~investors and analysts use both historical and projected Adjusted EBITDA, in addition to ~~other~~ 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 ~~operating~~reporting segment. The Company does not use Adjusted EBITDA to measure liquidity, but instead to measure operating performance.

The Company uses, and believes ~~shareholders~~investors and analysts use, Adjusted Free Cash Flow as a supplemental non-GAAPmeasure to analyze cash flows generated from ~~operations because~~ the Company’s operations. The Company believes itthis measure is useful to ~~shareholders~~investors in evaluating ~~the Company’s~~its ability to fund distributions paid to noncontrolling interests or for acquisitions, purchasing equity interests in joint ventures or repaying debt.


		~~2021 PROXY STATEMENT~~			~~A-1~~

~~Appendix A:~~ ~~Non-GAAP~~ ~~Financial Measures~~

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 ~~our~~the Company’s financial statements, they do not provide a complete measure


		2024 PROXY STATEMENT		A-1

Appendix A: Non-GAAP Financial Measures

LOGO

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~~from Financing Activities on the Company’s ~~Consolidated Statement~~consolidated statements of ~~Cash Flows,~~cash flows, including items such as (i) cash used to repay borrowings, or (ii) distributions paid to noncontrolling ~~interests, or (iii) payments under the Put/Call Agreement for USPI redeemable noncontrolling interest, which are recorded on the Statement of Cash Flows as the purchase of noncontrolling interest.~~interests. Accordingly, shareholders are encouraged to use GAAP measures when evaluating the Company’s financial performance.


A-2

LOGO

VALUES We are a community built on care. Our Values de ne who we are, what we stand for, and what we CARE about. Compassion and respect for others and each other, supporting our communities and advocating for our_patients Acting with integrity and the highest ethical standards — always Results delivered through accountability and_transparency Embracing inclusiveness for all people in our workplace and in the communities we_serve

LOGO

P.O. BOX 8016, CARY, NC 27512-9903

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:



		INTERNET
		Go To: www.proxydocs.com/THC
		• Cast your vote online
		• Have your Proxy Card ready
		• Follow the simple instructions to record your vote

		PHONE Call 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

		You must register to attend, participate and/or vote at the annual meeting at www.proxydocs.com/THC

Tenet Healthcare Corporation

Annual Meeting of Shareholders

For Shareholders of record as of March 27, 2024

~~Tenet Health TENET HEALTHCARE CORPORATION 14201 DALLAS PARKWAY DALLAS, TEXAS 75254 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use~~


DATE:		Wednesday, May 22, 2024
TIME:		8:00 AM, Central Time
PLACE:		Annual Meeting to be held virtually via live audio webcast -
		please visit www.proxydocs.com/THC for more details.

This proxy is being solicited on behalf of the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 5, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/THC2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 5, 2021. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D46626-P54410 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TENET HEALTHCARE CORPORATION The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 1a. Ronald A. Rittenmeyer 1b. J. Robert Kerrey 1c. James L. Bierman 1d. Richard W. Fisher 1e. Meghan M. FitzGerald 1f. Cecil D. Haney 1g. Christopher S. Lynch 1h. Richard J. Mark 1i. Tammy Romo 1j.

The undersigned hereby appoints Saumya Sutaria, 1k. Nadja Y. West For Against Abstain [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] The BoardSun Park, Thomas W. Arnst and Chad J. Wiener (the “Named Proxies”), and each or either of ~~Directors recommends you~~them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote ~~For~~all the ~~following proposals: 2. Proposal~~shares of capital stock of Tenet Healthcare Corporation which the undersigned is entitled to ~~approve,~~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 an advisory basis, the company’s executive compensation. 3. Proposal to ratify the selection of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2021. NOTE: Suchsuch other ~~business~~matters as may properly come before the meeting orand revoking any ~~adjournments or postponements thereof. For Against Abstain [ ] [ ] [ ] [ ] [ ] [ ] Please sign as your name(s) appear(s) on this~~ proxy card. If acting as an executor, administrator, trustee, guardian, etc., you should so indicate when signing. If the signer is a company, please sign the full company name by a duly authorized officer. If shares are held jointly, each shareholder should sign. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

heretofore given.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D46627-P54410 TENET HEALTHCARE CORPORATION This proxy is solicited by the Board of Directors Annual Meeting of Shareholders May 6, 2021 8:00 AM CDT The undersigned hereby appoints Ronald A. Rittenmeyer, Audrey T. Andrews and Mark R. Jackson, or any of them, proxies of the undersigned, with power of substitution, to represent the undersigned and to vote all shares of Tenet Healthcare Corporation that the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held on May 6, 2021, and any adjournments or postponements thereof, on the items set forth on the reverse hereof and on such other business as may properly come before the meeting. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ~~BY THE SHAREHOLDER.~~OR, IF NO DIRECTION IS GIVEN, ~~WHEN THE DULY AUTHORIZED PROXY IS RETURNED, SUCH~~ SHARES WILL BE VOTED ~~“FOR”~~IDENTICAL TO THE BOARD OF DIRECTORS’ RECOMMENDATION. 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’ recommendation. 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

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 ~~VOTED “FOR”~~FOR PROPOSALS 2 AND ~~3. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING~~3

AGAINST PROPOSALS 4 AND ~~ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. Continued and~~5


					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, 2024.	☐	☐	☐	FOR

	SHAREHOLDER PROPOSALS

4.	To report on risk mitigation regarding state restrictions for emergency abortions.	☐	☐	☐	AGAINST

5.	To report on plans to integrate ESG metrics into executive compensation.	☐	☐	☐	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 ~~signed~~executed.

Please sign exactly as your name(s) appears on ~~reverse side~~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


Proxy Statement Summary			1

Proposal ~~1-Election~~1 - Election of Directors			56

Corporate Governance and Board Practices			1423
Commitment to Sound Corporate Governance Policies and Practices			1423
Board Leadership Structure			1423
Board and Committee Organization and Responsibilities			1524
Committees			25
Role of the Board and its Committees in Risk Oversight			1929
ESG at Tenet			31
Policies on Ethics and Conduct			2135
Certain Relationships and Related Person Transactions			2135
Communications with the Board of Directors by Shareholders and Other Interested Parties			2235

Director Compensation			2336
~~2020~~2023 Director Compensation Table			2437
Compensation Plans Applicable to Directors			2437
Director Stock Ownership and Retention Requirements			2538

Executive Officers			2639

Securities Ownership			2840
Securities Ownership of Management			2840
Securities Ownership of Certain Shareholders			2941

Compensation Discussion and Analysis			3042
Overview			3143
Detailed Description and Analysis			3547

Human Resources Committee Report			4757





Date and Time: ~~Thursday,~~Wednesday, May ~~6, 2021,~~22, 2024, at 8:00 a.m. Central Time	Place: Online by registering at www.proxydocs.com/THC	~~Place:~~ ~~Online at www.virtualshareholdermeeting.com/~~ ~~THC2021~~	Record Date: March ~~12, 2021~~27, 2024


Proposals		Board’s Recommendation	Page
Proposal
Proposal					Board’s Recommendation	Page

1
1	Election of Eleven Director Nominees	Vote FOR each nominee	5	Election of 13 Director Nominees	Vote FOR Each Nominee	6

2	Advisory Approval of the Company’s Executive Compensation	Vote FOR	63
2				Advisory Approval of the Company’s Executive Compensation	Vote FOR	78

3	Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountants for the Year Ending December 31, 2020	Vote FOR	66
3				Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountants for the Year Ending December 31, 2024	Vote FOR	81

4
4				Shareholder Proposal to Report on Risk Mitigation Regarding State Restrictions for Emergency Abortions	Vote AGAINST	82

5
5				Shareholder Proposal to Report on Plans to Integrate ESG Metrics Into Executive Compensation	Vote AGAINST	84


		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
		lllllll 7


~~Formed ESG~~ ~~Committee~~ ~~in 2021 to~~ ~~formally oversee~~ ~~growing ESG initiatives~~	~~Significant~~ ~~Board~~ ~~refreshment~~ ~~with nine~~ ~~new independent~~ ~~directors added since~~ ~~fall 2017~~	~~Strong~~ ~~independent~~ ~~Lead Director~~ ~~role with~~ ~~robust responsibilities~~

~~Active shareholder~~ ~~outreach~~ ~~and~~ ~~engagement~~	~~Shareholder right~~ to ~~call~~ ~~special meetings~~ ~~with 25% vote threshold~~	~~Proxy access~~ ~~right adopted in~~ ~~2019 with market~~ ~~standard terms~~

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

☐	Fee paid previously with preliminary materials.

☐	~~Check box if any part of the fee is offset as provided~~ Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~ Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~

	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~ 0-11.



Executive Compensation Tables		4858
2023 Summary Compensation Table		4858
Grants of Plan-Based Awards During ~~2020~~2023		5060
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		61
Outstanding Equity Awards		5162
Option Exercises and Stock Vested		5364
Pension Benefits		5364
Nonqualified Deferred Compensation		5566
Potential Payments Upon Termination or Change of Control		5667

Pay Ratio Disclosure		6173

Pay Versus Performance
	74

Securities Authorized for Issuance Under Equity Compensation Plans		6277
Equity Compensation Plan Information		6277

Proposal ~~2-Advisory~~2 - Advisory Vote to Approve Executive Compensation		6378

Audit Committee Report		6479

Proposal ~~3-Ratification~~3 - Ratification of the Selection of Independent Registered Public Accountants		6681

Proposal 4 - Shareholder Proposal – Report on Risk Mitigation Regarding State Restrictions for Emergency Abortions
	82

Proposal 5 - Shareholder Proposal – Report on Plans to Integrate ESG Metrics Into Executive Compensation		84

General Information Regarding the Annual Meeting and Voting		6786

Other Information		7190

Appendix A: Non-GAAP Financial Measures		A-1


		J. Robert Kerrey \| 80 Lead Director
Managing Director Allen & Company Former U.S. Senator	Director Since March 2012*
Board Committees Human Resources (Chair) Quality, Compliance & Ethics	~~J. ROBERT KERREY~~Independent ~~Lead Director since October 2017~~Yes


		Vineeta Agarwala, M.D., PhD \| 37
General Partner Andreessen Horowitz (a16z)	Director Since 2023
Board Committees Human Resources Quality, Compliance & Ethics	~~JAMES L. BIERMAN~~Independent Yes


		Roy Blunt \| 74
Chairman of Leadership Advisory Strategies Husch Blackwell Strategies Former U.S. Senator	Director Since 2023
Board Committees Audit ESG Nominating and Corporate Governance	~~RICHARD W. FISHER~~Independent Yes


		Meghan M. FitzGerald, DrPH \| 53
Adjunct Professor Columbia University	Director Since 2018
Board Committees ESG Nominating and Corporate Governance (Chair) Quality, Compliance & Ethics	~~MEGHAN M. FITZGERALD, DrPH~~Independent Yes


		Cecil D. Haney \| 68
Retired Four-Star Admiral U.S. Navy	Director Since 2021
Board Committees Audit Nominating and Corporate Governance	~~CECIL D. HANEY~~Independent Yes


			Christopher S. Lynch \| 66
Retired National Partner KPMG, LLC	Director Since 2019
~~CHRISTOPHER S. LYNCH~~
	~~Age:~~ 63 ~~Director Since:~~ ~~2019~~ ~~Other Public~~ ~~Company Directorships:~~ ~~Current:~~ ~~American International Group, Inc.~~ ~~Others in Past Five Years:~~ ~~Federal Home Loan Mortgage Company (Freddie Mac)~~ ~~Committee Membership:~~Board Committees Audit Human Resources	Independent Yes


			Tammy Romo \| 61
Executive Vice President & CFO Southwest Airlines Co.	Director Since 2015
~~TAMMY ROMO~~
	~~Age:~~ 58 ~~Director Since:~~ ~~2015~~ ~~Other Public~~ ~~Company Directorships:~~ ~~Current:~~ ~~None~~ ~~Others in Past Five Years:~~ ~~None~~ ~~Committee Membership:~~Board Committees Audit (Chair) Human Resources	Independent Yes


		Stephen H. Rusckowski \| 66
Former Chairman, CEO and President Quest Diagnostics Incorporated	Director Since 2023
Board Committees Human Resources Quality, Compliance & Ethics	~~SAUMYA SUTARIA M.D~~Independent Yes


•		~~Career Highlights:~~He also served as Chairman of the Board of Quest Diagnostics from January 2017 through March 2023.


		~~NADJA~~Nadja Y. ~~WEST,~~West, M.D.\| 63

		Retired Lieutenant General and 44th Surgeon General U.S. Army		~~Age:~~ 60Director Since 2019
		~~Director Since:~~ ~~2019~~ ~~Other Public~~ ~~Company Directorships:~~ ~~Current:~~ ~~Johnson & Johnson and Nucor Corporation~~ ~~Others in Past Five Years:~~ ~~None~~ ~~Committee Membership:~~Board Committees ESG Nominating and Corporate Governance ~~QCE~~Quality, Compliance & Ethics		Independent Yes

		~~Career Highlights:~~


~~The Audit Committee~~ ~~Membership:~~ ~~Romo (Chair), Austin, Fisher, Lynch, Mark (All Independent)~~	~~Meetings held in 2020:~~	8
~~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 accountants’ 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 accountants 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~~


~~The ESG Committee~~ ~~Membership:~~ ~~Fisher (Chair), FitzGerald, Mark, West (All independent)~~				~~Committee formed in 2021~~
~~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, including those related to sustainability, diversity and inclusion~~


Meetings held in 2023: ~~The Human Resources Committee~~ ~~Membership:~~ ~~Kerrey (Chair), Austin, Fisher, Lynch, Romo (All Independent)~~	~~Meetings held in 2020:~~	7
~~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 • Provide perspectives to management regarding the Company’s talent management, which may include performance management, succession planning, leadership development, diversity, 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~~


~~The Nominating and Corporate Governance Committee~~ ~~Membership:~~ ~~FitzGerald (Chair), Bierman, Mark, West (All Independent)~~	~~Meetings held in 2020:~~	4
~~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 proposed related-person transactions~~	~~Key Skills and Experience:~~ • ~~Corporate governance expertise~~ • ~~Board succession planning~~ • ~~Public company board service and experience overseeing large organizations~~
	8

Membership: Romo (Chair), Blunt, Fisher, Haney, Lynch, Mark (All Independent)
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


The ESG Committee	Meetings held in 2023:	2

Membership: Fisher (Chair), Blunt, FitzGerald, Mark, West (All Independent)
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, including those related to sustainability and diversity and inclusion


~~The Quality, Compliance & Ethics Committee~~ ~~Membership:~~ ~~Bierman (Chair), FitzGerald, Kerrey, West (All Independent)~~	~~Meetings held in 2020:~~	4
~~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 & Ethics Program Charter~~ • Receive, and review and consult with management on, periodic reports from the Ethics and Compliance department on all aspects of the compliance program, including efforts in risk assessment, development of policies and procedures, training, auditing and monitoring, and investigations and remediation of compliance matters • ~~Receive and review periodic reports from the Clinical Quality department regarding efforts to advance quality healthcare~~ • ~~Oversee performance under the Company’s~~ ~~non-prosecution~~ ~~agreement, including interacting with the independent~~ ~~co-monitors~~ ~~appointed thereunder~~ • ~~Oversee the performance of the Company’s Chief Compliance Officer, who reports directly 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~~


		~~Role of Quality, Compliance & Ethics Committee in Risk Oversight~~2024 PROXY STATEMENT		29


						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.


						At Tenet, our people, caregivers and patients 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.


						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 give 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.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)^(1)(2)(3)		Total ($)

J. Robert Kerrey		291,500		250,027		541,527

Vineeta Agarwala, M.D., PhD⁽⁴⁾		5,707		90,143		95,850

James L. Bierman		133,500		200,043		333,543

Roy Blunt⁽⁵⁾		14,130		158,283		172,413

Richard W. Fisher		151,000		200,043		351,043

Meghan M. FitzGerald, DrPH		139,000		200,043		339,043

Cecil D. Haney		127,000		200,043		327,043

Christopher S. Lynch		131,000		200,043		331,043

Richard J. Mark		135,000		200,043		335,043

Tammy Romo		156,000		200,043		356,043

Stephen H. Rusckowski		38,890		200,043		238,933

Nadja Y. West, M.D.		120,000		200,043		320,043

~~COVID-19~~ ~~Response~~
~~We continued to manage~~ ~~COVID-19~~ and its impact on operations, and we focused on the highest standards for quality and safety. Our protocols were designed to protect our patients and employees as we all battled the pandemic. Operational teams used real-time data to ensure sufficient staffing, intensive care unit bed capacity and personal protective equipment (PPE), all while adapting to constantly changing federal and state guidelines and managing ongoing surges across the country.

~~Operational Excellence~~
Our results in this last year underscore the operational discipline we have put into action on an ongoing basis. As the pandemic has continued to evolve in waves, we met each sharp turn with a carefully coordinated response. Our Incident Command Center has served as the hub of our pandemic response to provide continuity across the enterprise and ensure we always had dedicated resources in place to support caregivers and staff in our facilities.

~~Transformative Acquisition~~
In December 2020, we announced the acquisition of a portfolio of 45 ambulatory surgical centers from SurgCenter Development for approximately $1.1 billion. This transaction supports our ongoing commitment to invest in lower cost of care, consumer friendly facilities that improve healthcare affordability; cements Tenet’s position as the preeminent national musculoskeletal services leader across the care continuum; and enhances Tenet’s overall business mix and earnings profile.

~~Commitment to ESG~~
In 2020, we accelerated our commitment to environmental, social and governance (ESG) goals. We supported our employees in need, strengthened our sustainability program, and launched additional diversity and inclusion programs. In 2021, our Board formed an ESG Committee that will further support these efforts going forward.

~~Improved Financial Position~~
We ensured there was proactive management of liquidity throughout the pandemic by issuing additional notes as well as expanding our revolver debt capacity. We actively and responsibly managed our capital budget across the entire system, and our consistent focus on free cash flow helped deliver excellent results.

~~Cultivating Talent~~
Our efforts to ensure strong leadership across the enterprise continued to be a top priority in 2020. We attracted external talent to provide outside perspectives and new thinking. We also elevated strong performers by expanding their scope and by transitioning internal leaders to new opportunities within the enterprise that will support their further growth and development.