Dear Fellow Shareholders,

We are pleasedIn 2022, Tenet delivered a solid financial performance, continuing to report thatdemonstrate disciplined management and strong operational execution to drive long-term value for our shareholders. Our team effectively navigated a dynamic operating environment with further COVID related disruptions and inflationary pressures. Our consistent operating performance and deleveraging over the last several years has increased our ability to generate stronger free cash flow. Underpinning this is a steadfast commitment to excellence in 2021, we improved performance, grew earnings, enhanced cash flow,compliance and continued to grow our mix of high margin ambulatory care. The results demonstrate a continued positive trajectory despite the hurdles of COVID 19quality and other external pressures. It solidifies us as an action-oriented company that has grown earnings and improved margins consistently and is strategically positioned for continued growth and returns further stabilizing and strengthening your company. We are pleased to have the opportunity to share some details about this progress, as well as the steps we continue to take to support a positive trajectory.

The primary drivers of our success in 2021 were set into action four years ago as part of an ambitious transformation plan. We remained steadfast in these key fundamental changes that enabled us to perform on a more consistent and sustainable basissafety as we faced unknown challengescontinually enhance services in our communities.

We finished 2022 strong with COVID-19 and other variables throughout 2021. The foundation we have been building allowed the enterprise to maintain a clear and unobstructed vision as it addressed the pandemic while continuing to execute the transformational blueprint.

The enterprise, overall, significantly exceededfourth quarter results consistent or above the expectations of the market, as well as our own expectations allowing us to raise Adjusted EBITDA Outlook a recordwe set for all three times during the year.business segments. This was driven by increased volumes and excellent cost management. We also produced significantdelivered strong cash flow in 2021, consistent2022, congruent with the increasing value of the key parts of our business.

While these performance statistics are very important, Most importantly, we equally viewed the strategic vision as a guide for our forward steps. We remained focused on the transformation of Tenet into mucha high-performing, diversified healthcare services company. We continued to expand our industry-leading ambulatory surgery business and increased our higher acuity, specialty care services.

Tenet is well-positioned to continue executing our strategic focus that was set into action several years ago as part of a transformative strategy. Let me provide some highlights.

USPI remains a distinctive, industry-leading ambulatory surgery platform that we continue to scale. In 2022, USPI maintained its track-record for delivering 4 to 6% annual, same-facility revenue growth, a testament to higher acuity growth. For example, total joint cases grew by over 13% in 2022 relative to 2021. USPI’s M&A engine, under the Tenet umbrella, continues to be an industry-leading differentiator, with 45 centers added to the portfolio in 2022. We intend to invest approximately $250 million in ambulatory M&A and de novo center development each year, and we have a robust pipeline to support that level of investment.

The hospital portfolio demonstrates consistency in performance and continues to transform. In 2022,our operators effectively managed contract labor costs while balancing access to care and improving clinical quality and patient safety metrics. We have real-time, data-driven management systems that continue to enable operational excellence. We continue to enhance high-acuity clinical programs by continuing to invest in cardiovascular, neurosciences, surgical services, NICU and trauma across markets. Additionally, we opened a new 100-bed, state-of-the-art hospital in Fort Mill, South Carolina.

Conifer maintains favorable performance and expands its commercial pipeline. In 2022, Conifer maintained a nearly 28% Adjusted EBITDA margin while also growing third-party customer revenue by 10%. This was supported by Conifer’s performance on cash collections, coding quality, and other key metrics for its clients. We continue to optimize the efficiency and effectiveness of Conifer’s revenue cycle management services through automation and offshoring. Additionally, we continue to see increasing sales activity from our reinvestment in Conifer’s commercial capabilities.

Tenet continues to foster an ecosystem of physicians with a shared commitment to excellence. We continue to attract and retain a network of locally, regionally, and nationally recognized physicians who share our commitment to compliance, quality and safety, and patient experience. In 2022, we welcomed more than 200 new physicians across medical and surgical specialties to our employed physician group. USPI also continued to increase the number of physician partners, as well as overall active medical staff.

Tenet continues to embrace a hospital company, ensuringdiverse workforce that represents the communities we serve. We have continued to invest in our workforce with increased and competitive pay, bonus programs, and incremental benefits. Senior administrative and clinical leaders, including physician leaders, across our portfolio are engaged in retention and recruitment efforts which are yielding positive results. Nursing hires increased in 2022 over 2021. Additionally, both nurse turnover and overall turnover continued to improve throughout 2022. We remain steadfast in our goal of building a more balanced and sustainable economic engine while continuing to provide the most effective and efficient offering tohigh-caliber, diverse workforce that represents the communities we serve with lower cost ambulatory options. We significantly scaled USPI even further by acquiring ownership interests in 86 ambulatory surgery centers from SurgCenter Development (SCD) and have the exclusive optionare committed to partner with SCD on the future development of at least 50 de novo centers over a period of five years. This complements additional ambulatory strategic joint ventures with leading physicianscaring for patients.

Environmental, Social, and health systems thatGovernance (ESG) continues to be purpose-driven. We continue to form a strong and growing core of USPI. We expect strong returns from these high-caliber investments.

Our hospital segment, which we have appropriately trimmed over the last 4 years, remains a leader in acute care driving very strong performance in 2021, with nearly all markets exceedingadvance our expectations for the year. We generated high patient acuity from investments in clinical technology and service line enhancements. Our operators maintained very effective cost management while confronting difficult COVID-related staffing challenges, making real-time adjustments using our analytics platform. We furthered efforts to enhance access to care, including construction projects for new hospitals and medical campuses based on data driven decisions in growth markets and service lines that are needed in these communities. Importantly, we purposely expanded our ecosystem of high-quality physicians across neurosciences, cardiovascular, musculoskeletal and other surgical services. Our hospital segment has transformed from average performance to a strong contributor in the enterprise.

Our multi-year turnaround at Conifer has resulted in significant margin improvement of over 1,000 basis points since 2017. We continued to build on our progress with revamped commercialization efforts, new sales talent and technology, a focus on point solutions services and efficiencies through our Global Business Center. Based on ongoing shareholder value creation opportunities and improved business fundamentals, we announced on March 1, 2022, that we will no longer pursue a spinoff of Conifer. We believe that building on our progress with Conifer as a part of Tenet will provide greater returns for our shareholders.

Looking ahead, we are focused on the continued execution at the tactical and strategic levels to continue delivery of additional value to our shareholders. This is centered around five principles:

Leadership remains committed to a high-performance culture. In 2022, we lost our former Executive Chairman, Ron Rittenmeyer. As many of you know, Ron was deeply committed to Tenet and ensured a seamless management transition which was largely completed in late 2021. We have assembled a high-performing leadership team that will continue to drive strategic priorities and the common ground between them ensuringculture of quality, safety and compliance.

I am enthusiastic about the trajectory of our new facilities meet improved standards in this area while we develop programs to improve our existing operations. Our commitment to improvement and progress remains critical to our continued future success.

The Tenet Healthcare of 2021 reflects a stronger, resilient enterprise, that is energized by the opportunities ahead. Wewell-positioned businesses. I would like to express ourextend my sincere gratitude to all our physicians, caregivers, whose resolve and commitment define Tenet as an organization. And we equally appreciatestaff for their unwavering commitment. I continue to be inspired by the people I meet who have found their calling to provide innovative and compassionate care for our communities. I am grateful for the support of our shareholders our communities, and our partners as we continue to fulfill our mission. We are proud to serve you.

Respectfully,

Respectfully,   Ronald A. Rittenmeyer Saum Sutaria, M.D. Chief Executive ChairmanOfficer Tenet Healthcare				Saum Sutaria, M.D.              Chief Executive Officer              Tenet Healthcare

TENET HEALTHCARE CORPORATION

14201 Dallas Parkway

Dallas, Texas 75254

(469) 893-2200

Notice of Annual Meeting of Shareholders to be held on Friday,Thursday, May 6, 202225, 2023

March 25, 2022April 14, 2023

To our Shareholders:

Our 20222023 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 6, 2022,25, 2023, at 8:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by registering at www.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will provide you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. Our Annual Meeting is being held for the following purposes:

We will also consider and take action on any other business that properly comes before the meeting or any adjournment or postponement of the meeting.

Only shareholders of record of our common stock at the close of business on March 11, 202228, 2023 are entitled to notice of and to vote at the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares via the Internet, by telephone or by completing and returning a proxy card. Specific voting instructions are set forth in the “General Information Regarding the Annual Meeting and Voting” section of the accompanying Proxy Statement and on the proxy card.

Thomas W. Arnst

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

Table of Contents

This Proxy Statement includes certain financial measures not in accordance with generally accepted accounting principles in the United States (GAAP), such as Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted EPS. Definitions of these measures are contained in Appendix A to this Proxy Statement.

Proxy Statement Summary

Below are highlights of certain information in this Proxy Statement. Please refer to the complete Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 20212022 before you vote.

20222023 ANNUAL MEETING OF SHAREHOLDERS

Information:

The Notice of Internet Availability, this Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about March 25, 2022.April 14, 2023. Copies of this Proxy Statement, the Company’s proxy card and our Annual Report on Form 10-K for the year ended December 31, 2022 are available at www.proxydocs.com/THC.

VOTING MATTERS AND BOARD RECOMMENDATIONS

Proxy Statement Summary

Business Overview

Tenet is a diversified healthcare services company focused on our mission to provide quality, compassionate care in the communities we serve. At December 31, 2021,2022, Tenet had approximately 101,000102,400 employees delivering and supporting care through our three business segments — Hospital Operations and other, Ambulatory Care and Conifer. We operate an expansive network across the country, with 6061 hospitals and approximately 550over 575 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, imaging centers, off-campus emergency departments and micro-hospitals. Through our subsidiary United Surgical Partners International, Inc. (USPI), Tenet operates a leading ambulatory surgery platform that includes partnerships with over 50 prominent health systems.system partners. In addition, our Conifer Health Solutions, LLC subsidiary provides comprehensive end-to-end and focused-point business process services, including hospital and physician revenue cycle management, patient communications and engagement support, and value-based care solutions, to hospitals, health systems, physician practices, employers and other clients.

All data presented is as of or for the year ended December 31, 2021, as applicable; number of USPI ASCs and surgical hospitals includes 15 facilities in development at year-end.

Strategic Transformation

Since the end of 2017, Tenet has significantly transformed its business. We have strengthened our governance and leadership, and we reinvigorated the operating performance of each of our business segments. In addition, we have fostered a strong company culture that is more focused on executing our mission in alignment with our core values of compliance, quality and safety, compassion and inclusivity. These values allow us to best meet the unique needs of the communities we serve.

Operational improvements include the development and application of sharper real-time analytics, and the repositioning of our hospital portfolio to focus more on highly complex, highly acute care while concentrating capital deployment on our fast-growing, less capital-intensive ambulatory surgery business. Our goal is to continue to increase the percentage of Adjusted EBITDA provided by our ambulatory surgical business.

Through these changes, we have become a more diversified and resilient enterprise with a renewed focus on enhancing shareholder value.

2

Proxy Statement Summary

Governance HighlightsOverview of Director Nominees

Board Refreshment

In response to specific shareholder feedback, the Board accelerated its refreshment process in the fall of 2017, recruiting eight independent directors since that time. On November 4, 2020, the Board appointed the Company’s then-President and Chief Operating Officer, and current Chief Executive Officer, Saum Sutaria, M.D., as a director. Dr. Sutaria’s leadership has been especially pivotal in accelerating the Company’s growth and successfully navigating the many challenges posed by the pandemic. In addition, on January 7, 2021, the Board appointed Admiral Cecil D. Haney, a retired four-star Admiral, as a director. Admiral Haney complements the Board with his leadership and experience, particularly in the areas of cybersecurity and systems planning. These new directors have brought a diversity of viewpoints, approaches and experiences to the Board as it addresses risks and supports the Company’s long-term strategies.

Sound Governance Practices

Our Board is committed to sound corporate governance policies that protect the long-term interests of shareholders, promote accountability, and give shareholders a voice. The Board has long maintained many best practices, including annual election of directors by majority standard, a robust annual self-evaluation process, and active shareholder engagement. In recent years, the Board has further enhanced the Company’s governance practices, including amending our bylaws in 2018 to provide shareholders with beneficial ownership of 25% of Tenet’s outstanding shares with the right to call a special meeting, as well as an amendment in 2019 that allows for shareholders to nominate directors via proxy access on market standard terms.

ESG Committee

In 2021, the Board formed an Environmental, Social and Governance (ESG) Committee. The ESG Committee’s purpose is to oversee and support the Company’s commitment to social, environmental and other public policy initiatives, including, among other things, climate change impacts, sustainability, and diversity and inclusion. The formation of the ESG Committee and our other recent governance enhancements, driven in large part by shareholder feedback, are intended to continue to align our corporate governance policies and practices with the long-term interests of our business and our shareholders.

Active Shareholder Engagement Program

Our Board regularly solicits input from investors and governance groups to better inform decision-making and gain insight into shareholder perspectives on a broad range of topics, including corporate governance practices. We value our shareholders’ perspectives on our business and interact with them through a variety of shareholder engagement activities. As we engage with shareholders, feedback is regularly reviewed by our Board.

Proxy Statement Summary

Director Nominees’ Experience and Diversity

Having an independent Board Characteristicsis a core element of our governance philosophy. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of independent directors. Of our 10 Board nominees, 9 are independent in accordance with the requirements set forth in our Corporate Governance Principles. Moreover, our Board believes that having a diverse mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. The following highlights the core skills and experience of our Board nominees:

Executive Leadership                                 Regulatory and Public Sector                                                                                                                     10                                                 6                           Healthcare Industry                               Public Company Board Service                                   5                                                                                      7                   Accounting and Finance                                 Cybersecurity and Information Technology                                   5                                               2                                           Crisis and Risk Management                                                                                                     5                                                                                                                                                Tenet’s recent Board refreshment activities have cultivated a balanced mix of diversity, age, tenure and viewpoints in the boardroom. The Board believes that a range of backgrounds, viewpoints, beliefs, ethnicities and ages, in addition to gender diversity, contributes to strong governance and successful oversight of the Company.   Diversity, Age and Tenure of Board Nominees Diversity Gender Diversity Ethnic Diversity   Age Distribution Tenure   64      Director NomineesProxy Statement Summary   Corporate Governance and Board Practices Independent, Effective Board Oversight ● 9 of 10 director nominees are independent ● All committee chairs and members are independent ● Highly diverse and experienced Board ● Annual self-evaluation of all directors using third-party facilitator ● Regular executive sessions of independent directors for Board and committee meetings ● All Audit Committee members have been designated as financially literate within the meaning of the New York Stock Exchange listing standards, and three members are audit committee financial experts under the Securities and Exchange Commission rules ● Commitment to Board refreshment practices, including committee chair rotation, with eight new independent directors added since fall 2017† ● Board and committee may hire outside advisors independently of management Sound Corporate Governance and Board Practices ● “Overboarding” limits for directors ● Board oversight of political contributions ● Board-level oversight of ESG matters and recently formed ESG Committee ● Annual review ofCorporate Governance Principles ● Anti-hedging and anti-pledging policy ● Active shareholder outreach and engagement with feedback regularly reviewed by our Board Shareholder Rights ● Annual election of directors ● Shareholder right to call special meetings at 25% threshold ● Proxy access with market standard terms ● One-year limit on “poison pills” unless approved by shareholders ● Single class of stock with equal voting rights ● Majority vote standard and director resignation policy in uncontested elections † Includes General Lloyd J. Austin, III, who resigned from the Board on January 22, 2021 following his confirmation by the U.S. Senate as Secretary of Defense. 2023 PROXY STATEMENT 5 Proposal 1-Election1 - Election of Directors Nominees for Election to the Board of Directors Tenet’s Board of Directors is elected annually by our shareholders. Our nominees for election include nine independent directors and our Executive Chairman as well as our Chief Executive Officer. The Board has selected the nominees that follow to serve as directors until the 20232024 annual meeting, or until their successors are elected or appointed. Each of the nominees was last elected by the Company’s shareholders at the 20212022 annual meeting of shareholders. The nominees for director will be elected if the votes cast for the nominee exceed the votes cast against the nominee, with abstentions and broker non-votes not counted either for or against a nominee.     The Board recommends that you vote “FOR” the election of each of the following nominees.     Ronald A. RittenmeyerJ. Robert Kerrey   Executive Chairman since Age:74October 2022   Age:79 Director Since:20102012*   Committee Membership: • Human Resources (Chair) • QCE        Career Highlights: •  Mr. Rittenmeyer was named Executive Chairman of Tenet in August 2017 and Chief Executive Officer in October 2017. •  In September 2021, he transitioned from Chief Executive Officer and continued as Tenet’s Executive Chairman. •  He has served on our Board since 2010, including serving as Lead Director before he became Executive Chairman. •  He previously served as Chairman of the Board and Chief Executive Officer of Millennium Health, LLC, a health solutions company. •  He served as the Chairman, President and Chief Executive Officer of Expert Global Solutions, Inc., a provider of business process outsourcing services, from 2011 to 2014. •  From 2005 to 2008, Mr. Rittenmeyer held a number of senior management positions with Electronic Data Systems Corporation (EDS), including Chairman and Chief Executive Officer, President, Chief Operating Officer and Executive Vice President, Global Service Delivery. •  Prior to that, he was a managing director of the Cypress Group, a private equity firm, serving from 2004 to 2005. •  He served as Chairman, Chief Executive Officer and President of Safety-Kleen Corp. from 2001 to 2004. •  He formerly served as Chairman of the Federation of American Hospitals’ board of directors. •  Mr. Rittenmeyer received his Bachelor of Science degree in commerce and economics from Wilkes University and his M.B.A. from Rockhurst University. Skills and Qualifications: •  Our Board values Mr. Rittenmeyer’s deep experience in transformational leadership. •  As Chief Executive Officer of Safety-Kleen, he led the company out of bankruptcy with pivotal strategic changes. •  He also led a turnaround at EDS in the same role and previously served as the Chief Executive Officer of other public companies, including Millennium Health and Expert Global Solutions. •  Mr. Rittenmeyer also brings to the Board his knowledge of the healthcare industry, information technology, business process outsourcing, public company board governance, and crisis management. Other Current Public Company Directorships: IQVIA Holdings Inc. Directorships Within the Past Five Years: American International Group, Inc., Avaya Holdings Corp. and IMS Health Holdings, Inc. 2022 PROXY STATEMENT 7 Director Nominees J. Robert Kerrey Career Highlights: •  Senator Kerrey is a former governor and U.S. Senator from Nebraska. •  He has served as managing director at Allen & Company, an investment banking firm, since 2014. •  He has also served as Executive Chairman of The Minerva Institute for Research and Scholarship, a non-profit that offers exceptional educational experiences to students and advances faculty research, since 2013. •  From 2011 to 2013, he was President Emeritus of The New School University in New York City, where he served as President from 2001 to 2010. •  From 2011 to 2012, he served as the Chairman of M & F Worldwide Education Holdings. •  From 1989 to 2000, he served as a U.S. Senator for the State of Nebraska. •  Previously, Senator Kerrey was Governor of the State of Nebraska from 1982 to 1987. •  Prior to public service, he founded and operated a chain of restaurants and health clubs. •  A former member of the elite Navy SEAL Team, Senator Kerrey is a highly decorated Vietnam veteran who was awarded the Congressional Medal of Honor – America’s highest military honor. •  He holds a degree in pharmacy from the University of Nebraska.   Skills and Qualifications: •  Senator Kerrey’s 18 years of experience in the public sector as a former U.S. Senator and Governor of Nebraska provide a key perspective to the Board in the highly regulated healthcare industry. •  Further, he has extensive experience in finance and public policy from his service at the investment banking firm Allen & Company and as a leader of a major university. •  The Board also values Senator Kerrey’s prior service on public company boards and crisis management.   Other Current Public Company Directorships:Directorships Within the Past Five Years: Lux Health Tech Acquisition Corp.   *  Senator Kerrey served as a director from March 2001 to March 2012 prior to his appointment in November 2012.   Lead Director since October 2017 Age:78 Director Since:2012* Committee Membership: • Human Resources (Chair) • QCE           6 Director Nominees James L. Bierman      Age:70 Director Since:2017 Committee Membership: • Governance • QCE (Chair)    Career Highlights: •  Mr. Bierman served as President and Chief Executive Officer of Owens & Minor, Inc., a Fortune 500 company and a leading distributor of medical and surgical supplies, from September 2014 to June 2015. •  Previously, he served in various other senior roles at Owens & Minor, including President and Chief Operating Officer from August 2013 to September 2014, Executive Vice President and Chief Operating Officer from March 2012 to August 2013, Executive Vice President and Chief Financial Officer from April 2011 to March 2012, and as Senior Vice President and Chief Financial Officer from June 2007 to April 2011. •  From 2001 to 2004, Mr. Bierman served as Executive Vice President and Chief Financial Officer at Quintiles Transnational Corp. Prior to joining Quintiles Transnational, Mr. Bierman was a partner at Arthur Andersen LLP. •  Mr. Bierman earned his B.A. from Dickinson College and his M.B.A. atfrom Cornell University’s Johnson Graduate School of Management.   Skills and Qualifications: •  Mr. Bierman brings to the Board the skillsets he developed serving in multiple leadership positions at Owens & Minor, Inc., including as Chief Executive Officer. •  The Board values his significant operational and financial experience in the healthcare industry.   Other Current Public Company Directorships: KL Acquisition Corp., MiMedx Group, Inc. and Novan, Inc.   Directorships Within the Past Five Years: Owens & Minor, Inc. Age:69 Director Since:2017 Committee Membership: • Governance • QCE (Chair) KL Acquisition Corp.           8 Director Nominees Richard W. Fisher           Career Highlights: •  Mr. Fisher served as President and Chief Executive Officer of the Federal Reserve Bank of Dallas from 2005 until 2015. • During his tenure, he served as a member of the Federal Open Market Policy Committee, as the chair of the Conference of Federal Reserve Bank Presidents, and as the chair of the Information Technology Oversight Committee for the 12 Federal Reserve banks. •  Previously, from 2001 to 2005, Mr. Fisher was Vice Chairman of Kissinger McLarty Associates, a strategic advisory firm. •  From 1997 to 2001, Mr. Fisher served as Deputy U.S. Trade Representative with the rank of Ambassador. •  Mr. Fisher currently serves as a Senior Advisor for Barclays PLC, a leading investment bank, and as a Trustee of the University of Texas Southwestern Medical Foundation. •  Mr. Fisher received his B.A. in economics from Harvard University and earned his M.B.A. from Stanford University.   Skills and Qualifications: •  Mr. Fisher offers valuable financial and policy perspectives from his experience as President and Chief Executive Officer of the Dallas Federal Reserve. •  The Board values his insight in public finance, trade, technology and risk management.   Other Current Public Company Directorships: Warner Bros. Discovery, Inc. Directorships Within the Past Five Years: AT&T Inc. and PepsiCo, Inc.     Age:7374   Director Since:2017   Committee Membership: • Audit • ESG (Chair) • Human Resources           2023 PROXY STATEMENT 7 Director Nominees Meghan M. Fitzgerald,FitzGerald, DrPH     Age:5152   Director Since:2018   Committee Membership: • ESG • Governance (Chair) • ESG • QCE      Career Highlights: •  Ms. FitzGerald is a private equity investor, where she serves as an advisor to several firms, including Goldman Sachs, TowerBrook and Wellspring Capital.Capital, a private equity firm focused on leveraged buyout investments. •  In addition, Ms. FitzGerald serves as an Adjunct Professor of Health Policy at Columbia University.University, a private university. •  Ms. FitzGerald served from December 2016 to January 2020 as the CEO and managing partner at Letter One’s inaugural health vehicle. •  Prior to that, she served for nearly 20 years as an operator and strategist working for many healthcare firms, including Merck, Pfizer and Medco. •  From May 2015 to October 2016, Ms. FitzGerald served as Executive Vice President of Strategy and Policy at Cardinal Health, a healthcare services and product company. • From 2010 to 2015, she served as President of Cardinal’s Specialty Solutions division. •  Ms. FitzGerald also previously served as a director of ThimblepointThimble Point Acquisition CorpCorp. from February to December 2021 and Arix Bioscience plc from 2017 to 2019. •  She is the founder of K2HealthVentures, a life science investment fund as well as an advisor and volunteer at TrekMedics, an international tech non-profit.fund. •  She holds a DrPH in Healthcare Policy from New York Medical College, a BSN in Nursing from Fairfield University, and a Master of Public Health from Columbia University.   Skills and Qualifications: •  Ms. FitzGerald brings to the Board a broad range of experience in the healthcare industry, including senior strategic leadership, public policy, care delivery from her service as a nurse, and transactions and investments in a variety of healthcare fields from technology to life sciences.   Other Current Public Company Directorships: Roivant Sciences Ltd. Directorships Within the Past Five Years: Thimble Point Acquisition Corp,Corp., Arix Bioscience plc and Concert Pharmaceuticals, Inc.           2022 PROXY STATEMENT 9 Director Nominees Cecil D. Haney      Age:67 Director Since:2021 Committee Membership: • Audit • Governance    Career Highlights: •  Admiral Haney is a retired four-star Admiral, who completed 38 years of service in the U.S. Navy in 2017. •  Between 2013 and 2016, he also served as commander of the U.S. Strategic Command, where he was responsible for strategic capabilities involving nuclear forces, missile defense, space and cyberspace. •  In addition, between 2012 and 2013, he also served as commander of the U.S. Pacific Fleet, leading the U.S. Navy’s operations and the manning, operations and maintenance of the U.S. Navy fleet located in the Pacific and Indian oceans. •  He currently serves on the Johns Hopkins University Applied Physics Board of Managers, the Penn State University Applied Research Lab Advisory Board, the Naval Studies Board, the Aerospace Corporation Board of Trustees, and the Board of Directors for General Dynamics Corporation, Systems Planning and Analysis Inc., and the Center for New American Security. •  He also serves as Chairman of the Board of Directors for the Military Child Education Coalition. •  Admiral Haney is a graduate of the U.S. Naval Academy and holds Master’s degrees in National Security Strategy from the National Defense University and in Engineering Acoustics and System Technology from the Naval Post Graduate School.   Skills and Qualifications: •  The Board values Admiral Haney’s leadership experience as a former four-star Admiral in the U.S. Navy. •  He brings to the Board valuable insights into cybersecurity, systems planning, and crisis and risk management.   Other Current Public Company Directorships: General Dynamics Corporation   Age:66 Director Since:2021 Committee Membership: • Audit • Governance           8 Director Nominees Christopher S. Lynch          Career Highlights: •  Mr. Lynch served as National Partner in Charge of the Financial Services practice at KPMG, LLC from 2004 until his retirement in 2007. •  Prior to that, Mr. Lynch held a variety of positions at KPMG during his 29-year tenure, including chair of KPMG’s Americas Financial Services Leadership team and a member of the Global Financial Services Leadership and U.S. Industries Leadership teams. •  He currently serves  From 2009 to 2022, he served as an independent director of American International Group, Inc. (AIG), a position he has held since 2009. •  Mr. Lynch was appointed as a director of SAFG Retirement Services, Inc. (AIG’s Life and Retirement subsidiary which is expected to go public in 2022). •  From 2008 to 2019, he also served as an independent director of Freddie Mac and was the Non-Executive Chairman of the Board from 2011 to 2018. •  Mr. Lynch has chaired audit committees of both AIG and Freddie Mac and has relevant committee experience on Risk, Compensation, Nomination and Corporate Governance and Technology. •  Mr. Lynch is a former member of the Advisory Board of the Stanford Institute for Economic Policy Research and a member of the Audit Committee Chair Advisory Council of the National Association of Corporate Directors. •  He received a Bachelor of Science in Accounting and Business Administration from the University of Kansas.   Skills and Qualifications: •  The Board values Mr. Lynch’s deep accounting, financial and corporate governance experience, including serving in leadership positions at KPMG and chairing audit committees at two highly regulated public companies.   Other Current Public Company Directorships: American International Group,Corebridge Financial, Inc.   Directorships Within the Past Five Years: American International Group, Inc. and Federal Home Loan Mortgage Company (Freddie Mac)       Age:6465   Director Since:2019   Committee Membership: • Audit • Human Resources             10 Director Nominees Richard J. Mark           Career Highlights: •  Mr. Mark servesretired in August 2022 as Chairman and President of Ameren Illinois Company, a multi-billion dollar energy and utility company responsible for electric and natural gas distribution to more than 1.2 million electric and 806,000800,000 natural gas customers in Illinois. •  Mr. Mark joined Ameren in 2002 as Vice President of Customer Service before moving up to various senior management roles. •  Before joining Ameren, he served for 11 years at Ancilla Systems Inc. While at Ancilla, the parent company to St. Mary’s Hospital in East St. Louis, Illinois, he served as Vice President for Governmental Affairs and Chief Operating Officer before becoming Chief Executive Officer of St. Mary’s Hospital in East St. Louis, Illinois from 1994 to 2002. •  Mr. Mark served as Director of Union Electric Company from 2005 until 2012 and has beenwas Chairman of Ameren Illinois (both subsidiaries of Ameren Corporation) since 2012.from 2012 to 2022. •  Mr. Mark earned his B.S. from Iowa State University and his M.S. atfrom National Louis University.   Skills and Qualifications: •  Mr. Mark offers the Board extensive experience as former Chairman and President of Ameren Illinois, Companya company in a highly regulated industry, in addition to multiple leadership positions at an acute care hospital, including service as Chief Executive Officer.       Age:6667   Director Since:2017   Committee Membership: • Audit • ESG • Human Resources             2023 PROXY STATEMENT 9 Director Nominees Tammy Romo         Career Highlights: •  Ms. Romo is Executive Vice President and Chief Financial Officer of Southwest Airlines Co., a major passenger airline, where she is responsible for strategic planning and overall finance activities, including reporting, accounting, investor relations, treasury, tax, corporate planning, and financial planning and analysis. •  Ms. Romo She also oversees supply chain management. •  Ms. Romo previously served in a number of financial management and leadership positions at Southwest Airlines, including Senior Vice President of Planning, Vice President and Controller, Vice President and Treasurer, and Senior Director of Investor Relations. •  Before joining Southwest Airlines in 1991, Ms. Romo was an audit manager at Coopers & Lybrand, LLP. •  Ms. Romo is currently a member of the McCombs School of Business Advisory Council at the University of Texas at Austin. •  She received a B.B.A. in accounting from the University of Texas at Austin, and she is a Certified Public Accountant in the State of Texas.   Skills and Qualifications: •  Ms. Romo brings to the Board her experience as Executive Vice President and Chief Financial Officer of Southwest Airlines, where she oversees a broad range of financial activities. •  The Board values her deep knowledge of accounting and financial matters, in addition to her understanding of risk management.     Age: 59 60   Director Since: 2015   Committee Membership: • Audit (Chair) • Human Resources             2022 PROXY STATEMENT 11 Director Nominees Saumya Sutaria, M.D.      Career Highlights: •  Dr. Sutaria was appointed as the Company’s Chief Executive Officer in September 2021, and as a member of the Board in November 2020. •  Prior to becoming Chief Executive Officer, he served as the Company’s Chief Operating Officer from January 2019 to September 2021 and President from November 2019 to September 2021. •  Before joining the Company, Dr. Sutaria worked for McKinsey & Company, a global management consulting firm, for 18 years, most recently as a Senior Partner providing advisory support for hospitals, healthcare systems, physicians groups, ambulatory care models, integrated delivery, and government-led delivery, while also working with institutional investors in healthcare. •  He previously held an associate clinical faculty appointment at the University of California at San Francisco, where he also engaged in postgraduate training with a focus in internal medicine and cardiology. •  Dr. Sutaria received his Bachelor’s Degree in molecular and cellular biology and his Bachelor’s Degree in economics, both from the University of California, Berkeley, as well as his Medical Degree from the University of California, San Diego.   Skills and Qualifications: •  Dr. Sutaria brings tremendous experience in healthcare leadership both within Tenet and prior to joining the companyTenet in 2019. •  The Board values his strategic prowess in navigating complex matters, his ability to thoughtfully consider the impact on different stakeholders and his innate capacity for effective change management.     Age:4950   Director Since:2020             10 Director Nominees Nadja Y. West, M.D.        Career Highlights: •  Dr. West is a retired Lieutenant General in the U.S. Army, the 44th Surgeon General of the U.S. Army and the former Commanding General of the U.S. Army Medical Command. •  Previously, she served as Joint Staff Surgeon at the Pentagon, where she acted as chief medical advisor to the Chairman of the Joint Chiefs of Staff and coordinated all related health services issues, including operational medicine, force health protection, and readiness within the military. •  Dr. West has served in combat deployment, as well as in leadership positions in multiple hospitals, both in the United States and abroad. •  She is the recipient of numerous U.S. military awards, including the Distinguished Service Medal, the Defense Superior Service Medal, and the Legion of Merit with three Oak Leaf Clusters. •  She has served as an independent director on the board of Nucor Corporation since 2019 and Johnson & Johnson since 2020. •  Dr. West has served as a trustee on the boardBoard of the National Recreation Foundation, a non-profit organization dedicated to enhancing the role of recreation as a positive force in improving the quality of life of youth, since 2019. •  Dr. West is a graduate of the U.S. Military Academy and earned her medical degree from The George Washington University School of Medicine in Washington, D.C. •  She has completed residencies in both family medicine and dermatology.   Skills and Qualifications: •  The Board values Dr. West’s comprehensive experience in healthcare, including her service as the 44th Surgeon General of the U.S. Army. •  Her experience in a variety of healthcare leadership positions and her clinical background offer the Board valuable perspectives on healthcare delivery, policy, and crisis and risk management.   Other Current Public Company Directorships: Johnson & Johnson and Nucor Corporation     Age:6162   Director Since:2019   Committee Membership: • ESG • Governance • QCE             12   2023 PROXY STATEMENT    11 Proposal 1: Election1-Election of Directors   Director Nomination and Qualifications Our Board regularly reviews its composition and is committed to recommending a group of directors who represent a diverse mix of viewpoints, skills, experience and backgrounds that align with the Company’s business and strategic goals. The Nominating and Corporate Governance Committee (Governance Committee) is responsible for nominating individuals, and the entire Board is responsible for selecting those who hold these characteristics to stand for shareholder election at each annual meeting, as well as to fill any vacancies on the Board as they arise. Since late 2017, the Governance Committee has focused its refreshment efforts on identifying candidates to further strengthen the Board’s effectiveness. To date, this process has resulted in the identification and appointment of eight new independent directors (eight of whom are up for election this year) who collectively bring deep healthcare, financial, public sector, operational expertise, cybersecurity, systems planning and crisis management skills that complement the current skillsets and enhances the effectiveness of the overall Board. In addition, each of our directors has the dedication and leadership qualities that enable them to exercise robust oversight of the Company, especially as the Company continues to navigate a transformation amidst the challenges and opportunities in the healthcare industry. Nomination Process The Governance Committee considers candidates based on the recommendation of, among others, our Board members and our shareholders. Board members recommended Admiral Haney in 2021 to the Governance Committee. The Governance Committee may also engage professional search firms and other consultants to assist in identifying, evaluating and conducting due diligence on potential candidates. We intend to continue to actively engage with our shareholders regarding Board composition and director qualifications, including considering their input on potential director candidates. Once potential candidates have been identified, they typically meet with each member of the Board and pass a thorough screening process before the Governance Committee makes a final recommendation to the Board. This process involves a rigorous evaluation that assesses attributes beyond specific business skills, including character, diversity, and personal and professional integrity. Shareholders may propose nominees for election in accordance with the terms of our bylaws or recommend candidates for consideration by the Board by writing to the Governance Committee in care of the Corporate Secretary at Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254, or by email to boardofdirectors@tenethealth.com. For more detailed information regarding the process by which shareholders may nominate directors, including under our proxy access provisions, please refer to “Other Information—Shareholder Proposals” below and our bylaws. Our bylaws may be found under the “Governance” heading in the “Investors” section on our website at www.tenethealth.comwww.tenethealth.com*. * Information included on our website and in any reports on our website shall not be deemed a part of, and is not incorporated by reference into, this Proxy Statement.     CANDIDATE RECOMMENDATIONS         GOVERNANCE COMMITTEE         BOARD OF DIRECTORS         SHAREHOLDERS From Shareholders, Management, Directors, Professional Search Firms and Other Sources     Discusses &and Reviews Qualifications and Expertise Enterprise Strategy Board Needs Diversity Interviews Recommends Nominees       Discusses Governance Committee Recommendations Analyzes Independence Selects Nominees     Vote on Nominees at Annual Meeting Assessment of Board Composition and Criteria for Board Membership The Governance Committee evaluates the composition of the Board on an ongoing basis and considers potential nominees to the Board as appropriate. As part of this process, the Governance Committee reviews the composition of the Board as a whole, including the balance of business backgrounds, diversity, qualifications, skillsets and other qualities represented on the Board to provide the right balance to effectively oversee management. The Governance Committee also reviews updated biographical information for each incumbent director on an annual basis, including information relating to changes in professional status, independence, other professional commitments and public company directorships. In light of our current structure and   12   2022 PROXY STATEMENT    13 Proposal 1-Election of Directors Proposal 1: Election of Directors   structure and operations, and in consideration of the evaluation of the Board’s composition, the Governance Committee believes the following criteria should be represented on the Company’s Board:   ● Professionalism, dedication, business judgment, integrity and commitment to the Company’s mission     Diversity of personal and occupational backgrounds, including ethnicity, gender, experience and viewpoints ●   Service as the chief executive officer or in other senior leadership positions in a company or major governmental, professional or non-profit organization   Experience in the healthcare industry or other relevant industry experience Expertise in financial and accounting matters and familiarity with the regulatory and corporate governance requirements applicable to public companies     ● Service as the chief executive officer or in other senior leadership positions in a company or major governmental, professional or non-profit organization ● Experience in the healthcare industry or other relevant industry experience ● Diversity of personal and occupational backgrounds, including ethnicity, gender, experience and viewpoints ● Government, regulatory and public sector experience   ●   Ability and willingness to commit adequate time to Board and committee matters     ● Degree to which the individual’s skills complement those of other directors and potential nominees     ● Familiarity with the communities in which we do business Board Evaluations The Governance Committee oversees the Board’s annual performance evaluation to determine whether the Board, its committees and individual directors are functioning well in view of their responsibilities and the Company’s business. To conduct the self-evaluation process with greater transparency and rigor, the Board has for many years retained a third-party advisor to interview each director, review theirthe directors’ collective feedback, and facilitate a discussion based on the results at a special executive session of the Board. This comprehensive and disciplined approach to evaluation has been an important element to maintaining a high-performing and collaborative Board that can properly address risk management and execution of Company strategy. On an annual basis, the Board and each committee conduct self-evaluations. The evaluations focus discussions on, among other things, the composition and effectiveness of the Board in light of changes in membership, the effectiveness of Mr. Rittenmeyer and Senator Kerrey in their respective leadership roles,as Chairman, and the performance of each committee and committee chair. The Lead Director,Chairman, in conjunction with the Governance Committee, also takes an oversight role in the Board performance evaluation process. In addition, directors provide input on key focus areas for the Board in the upcoming year. The results of the evaluation are reviewed by the Lead DirectorChairman, who reports the results to the Board. As part of the annual performance evaluation process, each committee also compares its performance with the requirements of its charter. As part of the Board’s last annual evaluation, the Board noted, among other things, that its processes and committees were functioning properly, noting healthy levels of debate, collaboration and respect among directors.     14   2023 PROXY STATEMENT    13 Proposal 1: Election1-Election of Directors   Director Nominees’ Qualifications and Experience Based on the review process described above, the Governance Committee concluded that our eleventen director nominees possess the diversity of experience, skills and other characteristics best suited to meet the needs of the Board and the Company in light of our current business and operating environment. The following table highlights several core skills and experiences of our current nominees, in addition to those described in the director biographies outlined beginning on page 7.6.           Executive Leadership                                 Regulatory and Public Sector                                                                                                                     10                                                 6                           Healthcare Industry                               Public Company Board Service                                   5                                                                                      7                   Accounting and Finance                                 Cybersecurity and Information Technology                                   5                                               2                                           Crisis and Risk Management                                                                                                     5                                                                                                                                                Personal Qualities and Diversity.The Governance Committee determined that each nominee has demonstrated a commitment to professionalism and high integrity. In particular, the Governance Committee noted that each nominee has the ability to provide candid and direct feedback, as well as effective oversight of the Company’s operations and management, on behalf of all shareholders. Additionally, our Board includes a diverse group of individuals of differing ages, genders, ethnicities and backgrounds. Three of our eleventen director nominees are women, and in 2019 the Board appointed Ms. Romo and Ms. FitzGerald to chair our Audit and Governance committees, respectively. Special Considerations Regarding Service on Other Boards.Our directors must seek the approval of the Governance Committee prior to serving on another public company’s board. In addition, the Governance Committee limits the number of public boards on which a director may serve in addition to our Board to three, or two in the case of directors currently serving as chief executive officers or in equivalent positions of public companies. All of the Company’s directors are in compliance with these requirements. Mr. Rittenmeyer serves on only one other public company board of directors and Dr. Sutaria does not serve on any other public company board. Director Independence OurThe independence requirements for our Board are set forth in our Corporate Governance Principles, available under the “Governance” heading in the “Investors” section on our website at www.tenethealth.com*. Under our Corporate Governance Principles, at least two thirdstwo-thirds of the Board must consist of “independent” directors. The Board will not consider a director to be independent unless the Board affirmatively determines that the director has no material relationship with Tenet and the director otherwise qualifies as independent under the corporate governance standards of the New York Stock Exchange (NYSE). The Board reviews each director’s independence at least annually and has made the affirmative determination that each of our current the following non-employee directors hashave no material relationship with the Company and is independent.are independent: Senator Kerrey, Mr. Bierman, Mr. Fisher, Ms. FitzGerald, Admiral Haney, Mr. Lynch, Mr. Mark, Ms. Romo and Dr. West. The only two non-independent directors director who serveserves on our Board are our Executive Chairman, Mr. Rittenmeyer, andis our Chief Executive Officer, Dr. Sutaria. In addition, the Board determined that Mr. Rittenmeyer, who served as our Executive Chairman until October 1, 2022, was a non-independent director. In making its independence determinations, the Board broadly considers all relevant facts and circumstances and focuses on the organizations with which each director has an affiliation. If a director or member of the director’s immediate family has a material relationship with the Company, the Board reviews the interest to determine if it would preclude an independence determination. The Audit Committee, the Human Resources Committee (HR Committee) and the Governance Committee are composed exclusively of independent directors as required by the NYSE. Additionally, the ESGEnvironmental, Social and Governance (ESG) Committee and the Quality, Compliance and& Ethics Committee (QCE Committee) are composed exclusively of independent directors. All directors serving on the Audit Committee meet the more stringent independence standards for audit committee members required by the Securities and Exchange Commission (SEC), and all directors serving on the HR Committee meet the more stringent independence standards for compensation committee members required by the NYSE.   14   2022 PROXY STATEMENT    15   Corporate Governance and Board Practices Commitment to Sound Corporate Governance Policies and Practices Tenet is committed to maintaining corporate governance policies and practices that protect the long-term interests of our shareholders and promote Board and management accountability. Our Board recognizes that this requires us to review and refine our corporate governance practices on an ongoing basis to continue to align with evolving market practices and the best interests of our Company and shareholders. Some of our key corporate governance policies and practices include:   Shareholder Rights • Board Practices ● Annual election of directors ● All directors are independent other than our Chief Executive Officer •● Board oversight of political contributions ● Majority vote standard and director resignation policy in uncontested elections ● Highly diverse and experienced Board •● Regular executive sessions of independent directors for Board and committee meetings ● Shareholder right to call special meetings at 25% threshold •  Proxy access •  One-year limit on “poison pills” unless approved by shareholders     Board Practices● •  All directors are independent other than our Executive Chairman and Chief Executive Officer •  Highly diverse and experienced Board • Independent Lead DirectorChairman ● Ongoing engagement with clearly defined and robust responsibilitiesshareholders ● Proxy access with market standard terms •● Commitment to Board refreshment practices, including committee chair rotation ●   •  Self-evaluation of all directors •  Board oversight of political contributions •  Regular executive sessions of independent directors •  Ongoing engagement with shareholders •Increased focus on ESG matters with recently formed ESG Committee ● One-year limit on “poison pills” unless approved by shareholders ● Self-evaluation of all directors using third-party facilitator   Our Board has also adopted Corporate Governance Principles that provide the framework for our existing corporate governance policies and practices, which the Board reviews annually.practices. These Corporate Governance Principles address in detail matters such as director independence, director qualifications and responsibilities, director compensation, and director and officer stock ownership and retention. For more information, please see our Corporate Governance Principles under the “Governance” heading in the “Investors” section on our website at www.tenethealth.com*. * Information included on our website and in any reports on our website shall not be deemed a part of, and is not incorporated by reference into, this Proxy Statement. Board Leadership Structure The Company’s Board is led by an independent Chairman. As announced last year, Mr. Rittenmeyer, who had served as the Executive Chairman, resigned in October 2022 due to personal health reasons, and the Board appointed Senator Kerrey hasas Chairman. The Board believes that it is in the best interests of the Company and our shareholders for Senator Kerrey, who served as our independent Lead Independent Director since October 2017, shortly after Mr. Rittenmeyer became Executiveto now serve as Chairman in August 2017. of the Board. Senator Kerrey possesses significant knowledge of our industry and a deep understanding of the Company’s strategic objectives, all of which will continue to benefit the Company during the year ahead. The Company’s governing documents providesprovide the Board the flexibility to determine the appropriate leadership structure for the Company based on our particular circumstances at thea given time. The Governance Committee regularly reviews the Board’s leadership structure to assess the most effective structure based on applicable facts and circumstances at the time. This flexibility ensures the Board is best able to provide appropriate oversight of the Company, as well as address any circumstances the Company may face, as no single leadership model is universally or permanently appropriate in all circumstances. The Board believes that this flexibility has served the Company and its shareholders well during the transformation of the business that is underway. With the appointment of Dr. Sutaria as Chief Executive Officer in September 2021, the Board determined the transition period from Mr. Rittenmeyer to Dr. Sutaria would be most effective if Mr. Rittenmeyer continued as Executive Chairman and was engaged with Dr. Sutaria as he took control of the balance of the organization. Mr. Rittenmeyer continues to focus on leading the Board with a dual responsibility to support, coach and provide experienced insights to Dr. Sutaria throughout the transition. Both of these individuals have shown clear and effective leadership the past 3 years and their ability to effectively communicate with a single voice and ensure execution has delivered impressive results. The Governance Committee and the Board believe that this leadership structure is the most appropriate one for the Company at this time.business.   16   2023 PROXY STATEMENT    15 Corporate Governance and Board Practices   Role of Independent Lead DirectorChairman of the Board The role of our Lead DirectorChairman is set forth in our Corporate Governance Principles. Senator Kerrey, as independent Lead DirectorChairman of the Board, coordinates the activities of the Board and exercises athe robust set of duties described below. Specifically, in his role as independent Lead Director,Chairman, Senator Kerrey: Presides at all meetings at which the Chairman is not present Chairs executive sessions of independent directors of the Board Serves as the liaison between the Chairman and independent directors • Presides at all meetings • Chairs executive sessions of independent directors of the Board • Reviews and approves information sent to the Board • Reviews and approves Board meeting agendas and schedules • Calls meetings of independent directors as necessary • Participates in consultation and direct communication with shareholders • Advocates on behalf of the Board in meetings with investors, legislators, regulators and other government officials • Serves an oversight role, in conjunction with the Governance Committee, in the Board performance evaluation process In addition to his formal duties, Senator Kerrey has participated in in-person engagement meetings with a number of our significant shareholders to discuss and seek feedback on various matters regarding the Company’s strategy and governance practices, establishing a direct line of communication between shareholders and independent members of our Board. Senator Kerrey shares the feedback with the full Board so that it may be incorporated into the Board’s decision-making processes. Board and Committee Organization and Responsibilities Board Meetings and Attendance We are governed by our Board. Members of our Board are kept informed of our business through discussions with our Executive Chairman, Chief Executive Officer and other senior officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. Directors are also encouraged to attend continuing education courses relevant to their service on the Company’s Board. Significant business decisions are generally considered by the Board as a whole. The Board met 8 times during 2021. The independent directors of the Board, the Board and each committee of the Board frequently meet in executive sessions, including at least once during each regularly scheduled Board meeting. Each incumbent director who served during 2021 participated in at least 75% of the aggregate meetings of the Board and the committees on which he or she served during the period he or she served as a director and committee member. Board members are encouraged to attend our annual meeting of shareholders. All 11 directors elected at last year’s annual meeting were in attendance at the 2021 Senator Kerrey has participated in in-person engagement meetings with a number of our significant shareholders to discuss and seek feedback on various matters regarding the Company’s strategy and governance practices, establishing a direct line of communication between shareholders and independent members of our Board. Senator Kerrey shares the feedback with the full Board so that it may be incorporated into the Board’s decision-making processes. Board and Committee Organization and Responsibilities Board Meetings and Attendance We are governed by our Board. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other senior officers, by reviewing materials provided to them, and by participating in meetings of the Board and its committees. Directors are also encouraged to attend continuing education courses relevant to their service on the Company’s Board. Significant business decisions are generally considered by the Board as a whole. The Board met nine times during 2022. The independent directors of the Board, the Board and each committee of the Board frequently meet in executive sessions, including at least once during each regularly scheduled Board meeting. Each incumbent director who served during 2022 participated in at least 75% of the aggregate meetings of the Board and the committees on which he or she served during the period he or she served as a director and committee member. Board members are encouraged to attend our annual meeting of shareholders. All 10 directors elected at last year’s annual meeting were in attendance at the 2022 Annual Meeting.   16 2022 PROXY STATEMENT 17 Corporate Governance and Board Practices Committees Tenet’s Board has four standing committees: Audit Committee, HR Committee, Governance Committee, and QCE Committee. The Board also has one special committee: ESG Committee. The following table identifies the current members of each of our committees. Director Audit* Human Resources Governance QCE ESG James L. Bierman Chair Richard W. Fisher Chair Meghan M. FitzGerald Chair Cecil D. Haney J. Robert Kerrey Chair Christopher S. Lynch Richard J. Mark Ronald A. Rittenmeyer Tammy Romo Chair Saum Sutaria Nadja Y. West * All members of the Audit Committee have been designated as financially literate within the meaning of the NYSE listing standards. Mr. Fisher, Mr. Lynch and Ms. Romo have been designated as audit committee financial experts, as defined by SEC rules. Each of the Board’s standing committees operates under a written charter that is reviewed and approved annually by the respective committee. The charters are available for viewing under the “Governance” heading in the “Investors” section on our website at www.tenethealth.com. The Board and each committee may retain independent advisors and consultants, at the Company’s cost, to assist the directors in carrying out their responsibilities. 18 Corporate Governance and Board Practices Corporate Governance and Board Practices   Committees Tenet’s Board has four standing committees: Audit Committee, HR Committee, Governance Committee and QCE Committee. The Board also has one special committee: ESG Committee. The following table identifies the current members of each of our committees. Director Audit* Human Resources Governance QCE ESG James L. Bierman Chair Richard W. Fisher Chair Meghan M. FitzGerald Chair Cecil D. Haney J. Robert Kerrey Chair Christopher S. Lynch Richard J. Mark Tammy Romo Chair Saum Sutaria, M.D. Nadja Y. West, M.D. * All members of the Audit Committee have been designated as financially literate within the meaning of the NYSE listing standards. Mr. Fisher, Mr. Lynch and Ms. Romo have been designated as audit committee financial experts, as defined by SEC rules. Each of the Board’s standing committees operates under a written charter that is reviewed and approved annually by the respective committee. The charters are available for viewing under the “Governance” heading in the “Investors” section on our website at www.tenethealth.com*. The Board and each committee may retain independent advisors and consultants, at the Company’s cost, to assist the directors in carrying out their responsibilities.   The Audit Committee   2023 PROXY STATEMENT 17 Corporate Governance and Board Practices     Meetings held in 2021:		8
Membership: Romo (Chair)   The Audit Committee Meetings held in 2022: 8                          Membership: Romo (Chair), 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 2022: 2                     Membership: Fisher (Chair), 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       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 18    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 Corporate Governance and Board Practices     The Human Resources Committee Meetings held in 2022: 6                                The ESG Committee Meetings held in 2021: 2                     Membership: Fisher (Chair), 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   Membership: Kerrey (Chair), Fisher, Lynch, Mark, Romo (All Independent)
2022 PROXY STATEMENT 19 Primary Responsibilities: •  Establish general compensation policies for the Company that: Corporate Governance•  support overall business strategies and Board Practicesobjectives •  enhance efforts to attract and retain skilled employees •  link compensation with business objectives and organizational performance   The Human Resources Committee Meetings held in 2021: 6                          Membership: Kerrey (Chair), Fisher, Lynch, Mark, Romo (All Independent) 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 • •  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                 2023 PROXY STATEMENT 19 Corporate Governance and Board Practices   20   The Nominating and Corporate   Governance Committee Meetings held in 2022: 4                       Membership: FitzGerald (Chair), Bierman, Haney, West (All Independent) 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 Practicesmembers and recommend to the Board candidates to stand for election or re-election to the Board •  Consider amendments to the Company’s articles of incorporation and bylaws with respect to corporate governance, and make recommendations to the Board concerning such proposed amendments •  Review and make recommendations to the Board regarding Board size, composition and structure •  Review and approve related-person transactions Key Skills and Experience: •  Corporate governance expertise •  Board succession planning •  Public company board service and experience overseeing large organizations   The Quality, Compliance & Ethics Committee Meetings held in 2022: 4                     Membership: Bierman (Chair), FitzGerald, Kerrey, West (All Independent) Primary Responsibilities: •  Assist the Board with overseeing and reviewing Tenet’s significant healthcare-related regulatory and compliance issues, including its compliance programs and the status of compliance with applicable laws, regulations and internal procedures •  Oversee performance under the Company’s Quality, Compliance and Ethics Program Charter •  Receive, and review and consult with management on, periodic reports from the Ethics and Compliance Department on 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 Quality Management Department regarding efforts to advance quality healthcare •  Oversee the performance of the Company’s Chief Compliance Officer, who reports directly to our CEO, as well as to the QCE Committee Key Skills and Experience: •  Experience in establishing and ensuring adherence to quality and compliance controls •  Expertise in compliance-related policies and procedures •  Knowledge of and commitment to ethical business practices 20 Corporate Governance and Board Practices     The Nominating and Corporate   Governance Committee Meetings held in 2021: 4                     Membership: FitzGerald (Chair), Bierman, Haney, West (All Independent) Primary Responsibilities: •  Identify and evaluate existing and potential corporate governance issues, and make recommendations to the Board concerning our Corporate Governance Principles and other corporate governance matters •  Review and recommend individuals qualified to become Board members and recommend to the Board candidates to stand for election or re-election to the Board •  Consider amendments to the Company’s articles of incorporation and bylaws with respect to corporate governance and make recommendations to the Board concerning such proposed amendments •  Review and make recommendations to the Board regarding Board size, composition and structure •  Review and approve related-person transactions Key Skills and Experience: •  Corporate governance expertise •  Board succession planning •  Public company board service and experience overseeing large organizations HR Committee Interlocks and Insider Participation   The Quality, Compliance and Ethics Committee Meetings held in 2021: 4                     Membership: Bierman (Chair), FitzGerald, Kerrey, West (All Independent) Primary Responsibilities: •  Assist the Board with overseeing and reviewing Tenet’s significant healthcare-related regulatory and compliance issues, including its compliance programs and the status of compliance with applicable laws, regulations and internal procedures •  Oversee performance under the Company’s Quality, Compliance and Ethics Program Charter •  Receive, and review and consult with management on, periodic reports from the Ethics and Compliance department on 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 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 No member of the HR Committee was at any time during 2022 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related person transaction under “Certain Relationships and Related Person Transactions” on page 26 of this Proxy Statement. None of our executive officers has served on a board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or HR Committee during 2022. 2022 PROXY STATEMENT 21 Corporate Governance and Board Practices HR Committee Interlocks and Insider Participation No member of the HR Committee was at any time during 2021 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related person transaction under “Certain Relationships and Related Person Transactions” on page 26 of this Proxy Statement. None of our executive officers has served on a board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or HR Committee during 2021. Role of Board and its Committees in Risk Oversight Management is primarily responsible for the identification, assessment and management of the various risks that we face. The Board oversees this process as an integral and continuous part of the Board’s oversight of our business. The Board receives regular reports from the heads of our principal businesses and corporate functions that include discussions of the risks involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business. Among other things, the Board has requested that the Company’s management and its internal and external legal counsel advise it promptly of any material developments relating to litigation, regulatory proceedings, and investigations and compliance issues. The Board considers the oversight of regulatory and litigation risk to be one of its highest priorities. In addition, the Board has identified the oversight of cybersecurity risks to be one of its priorities and receives regular reports from the Company’s management on the security of the Company’s information technology systems. The Board’s committees oversee risks related to their respective areas, as further described below. The Board is kept informed of its committees’ risk oversight and other activities primarily through reports of the committee chairs to the full Board. These reports are presented at every regular Board meeting, as well as at other times when appropriate. As risk-related issues sometimes overlap, certain issues are addressed at the full Board level. In addition, as part of its annual self-evaluation process, the Board discusses and evaluates its ongoing role in enterprise risk oversight. Role of Audit Committee in Risk Oversight Role of Board and its Committees in Risk Oversight Management is primarily responsible for the identification, assessment and management of the various short-, medium- and long-term risks that we face. The Board oversees this process as an integral and continuous part of the Board’s oversight of our business. The Board receives regular reports from the heads of our principal businesses and corporate functions that include discussions of the risks, and the immediacy of such risks, involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business. Among other things, the Board has requested that the Company’s management and its internal and external legal counsel advise it promptly of any material developments relating to litigation, regulatory proceedings, and investigations and compliance issues. The Board considers the oversight of regulatory and litigation risk to be one of its highest priorities. In addition, the Board has identified the oversight of cybersecurity risks to be one of its priorities and receives regular reports from the Company’s management on the security of the Company’s information technology systems. As we publicly disclosed at the time, in April 2022, we experienced a cybersecurity incident that temporarily disrupted a subset of our acute care operations and involved the exfiltration of certain confidential company and patient information (the “Cybersecurity Incident”). Following discovery of the Cybersecurity Incident, the Board immediately mobilized to provide engaged oversight of the Company’s response efforts. The Audit Committee and the full Board have also engaged in continued review of the Company’s response and ongoing cybersecurity program. In addition, management and board members with significant cybersecurity and technology experience have held numerous informal update sessions. The Board’s committees oversee risks related to their respective areas, as further described below. The Board is kept informed of its committees’ risk oversight and other activities primarily through reports of the committee chairs to the full Board. These reports are presented at every regular Board meeting, as well as at other times when appropriate. As risk-related issues sometimes overlap, certain issues are addressed at the full Board level. In addition, as part of its annual self-evaluation process, the Board discusses and evaluates its ongoing role in enterprise risk oversight. Role of Audit Committee in Risk Oversight Our Audit Committee is primarily responsible for overseeing risk management processes relating to our accounting practices, financial reporting and disclosure controls and procedures, corporate finance and general business operations. Among other responsibilities, the Audit Committee: • Receives quarterly reports from management on business and operational risks, internal audit reports relating to the integrity of our internal financial reporting controls and procedures, potential loss contingencies resulting from pending or threatened litigation or regulatory proceedings, and investigations and reports made to the Company from our Ethics Action Line or any other sources relating to allegations of financial fraud or other infractions. • Meets regularly with our Executive Chairman, Chief Executive Officer, Chief Financial Officer, Controller and General Counsel, and Chief Compliance Officer, as well as our external and internal auditors, to discuss potential risks and other contingencies relating to our business. • Meets on a quarterly basis to review these topics with selected chief executive officers and/or other senior officers of our major operating units. • Reviews financial and enterprise risk exposures, including material risk issues in connection with its review of our quarterly and annual filings with the SEC. • Reviews the Company’s cybersecurity program at least annually and receives frequent updates on cybersecurity matters. • Reports and discusses the outcome of its meetings to the full Board, including any other material risks identified by the Audit Committee in the course of its deliberations that require discussion or action by the full Board. Role of Quality, Compliance and Ethics Committee in Risk Oversight 2023 PROXY STATEMENT 21 Corporate Governance and Board Practices Role of Human Resources Committee in Risk Oversight Our HR Committee is responsible for assessing our compensation policies and practices relative to all our employees, including non-executive officers, to determine if the risks arising from these policies and practices are reasonably likely to have a material adverse effect on the Company. In performing its duties, the HR Committee meets at least annually with our management and the HR Committee’s independent compensation consultant to review and discuss potential risks relating to our employee compensation plans and programs. The HR Committee reports to the Board any risks associated with our compensation plans and programs, including recommended actions to mitigate such risks. The HR Committee has determined that there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. This finding is based upon the HR Committee’s ongoing review of our compensation programs and practices, the mechanisms in our compensation plans and programs intended to reduce the risk of conduct reasonably likely to have a material adverse effect on our Company, and an overall risk assessment of such programs. Among other things, the HR Committee has reviewed our pay philosophy, balance of cash and equity compensation, balance of long-term and short-term performance periods in our plans and programs, and our use of performance metrics that encourage management to act in the long-term interests of our shareholders. The HR Committee has also considered our equity grant administration policy, stock ownership requirements, incentive pay policies on clawbacks and bonus modifiers, as well as our internal financial reporting and regulatory compliance procedures. Role of Quality, Compliance & Ethics Committee in Risk Oversight Our QCE Committee is primarily responsible for overseeing our assessment and management of regulatory and compliance risk. In particular, the QCE Committee: • Oversees our information, procedures and reporting systems to provide reasonable assurance that: (1) our operations comply with applicable laws and regulations, particularly those related to healthcare providers; (2) we, including our directors and employees, act in accordance with appropriate ethical standards; and (3) our subsidiaries’ hospitals and other facilities deliver quality medical care to their patients. • Oversees our Compliance Program, which is governed by our Quality, Compliance and Ethics Program Charter (our Compliance Program is intended to foster compliance with federal and state laws and regulations applicable to healthcare providers). • Receives quarterly reports from our Chief Compliance Officer, our Ethics and Compliance Department, and our internal and external legal, regulatory and other officers and advisors. Role of ESG Committee in Risk Oversight Recognizing the importance of ESG matters to the Company and its stakeholders, our Board formed an ESG Committee in February 2021 in order to provide support for the Company’s ongoing efforts in this area. Our ESG Committee, which is a special committee of the Board consisting entirely of independent directors, is responsible for overseeing and supporting the Company’s commitment to ESG matters, such as climate change impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, diversity and inclusion, and other ESG issues that are relevant and material to the Company. In addition to discussing with management the Company’s ESG strategy, initiatives, and policies, the Committee monitors the operational, regulatory and reputational risks and impacts of ESG on the Company, and it provides input and guidance on communications with employees, investors and other stakeholders regarding ESG. We publish an annual ESG report that outlines our commitment to the communities we serve and our objectives and progress in the areas of environmental sustainability, social initiatives and governance performance and is available in the “Investors” section on our website at www.tenethealth.com.*   22 Corporate Governance and Board Practices 22