SEC Form DEF 14A filed by Tenet Healthcare Corporation

2024 Notice of Annual Meeting and Proxy Statement

MISSION Our mission is to provide quality, compassionate care in the communities we serve. Creating an ethos of good health, wellness and responsibility is central to our mission and an everyday commitment to our neighbors and families. VISION Our Vision is to consistently deliver the right care, in the right place, at the right time and to be a premier organization, where patient care and saving lives remain our focus. Our vision re   ects our aspirations for the future and the goals we work toward – together. We are better together.

Dear Fellow Shareholders,

In 2023, Tenet continued to deliver strong financial performance and disciplined operational execution to build long-term value for our shareholders. The year was a testament to our team’s resilience and commitment to compliance, quality, and safety, as we enhanced healthcare services in the communities we serve. Our commitment to partnership with physicians to build new and cutting edge healthcare services is a distinctive feature of our business model.

Each quarter in 2023, Tenet exceeded the performance expectations we set. This was a result of continued demand for our care and our ability to effectively manage resources in the right place at the right time such that we could optimize the performance across our operations. This resulted in improvement in cash flow generation during the year which helped us find opportunities to invest in our communities and reduce leverage on the balance sheet.

Tenet maintained its positive momentum this past year, marking it as one of exceptional performance and continued strategic transformation. Let me share highlights.

Accelerating Tenet’s portfolio transformation. We continued to transform towards a more value-based care enterprise with a leading specialty care platform. In 2023, we announced the divestiture of three Coastal South Carolina hospitals and related entities, continued to develop a new hospital campus in San Antonio, Texas and added thirty lower-cost ambulatory surgery centers to USPI. USPI’s M&A engine, under the Tenet umbrella, continues to be an industry-leading differentiator and we maintain a robust pipeline. We continue to execute strategic acquisitions, de novo developments and divestitures to advance our business transformation, reduce leverage and enhance free cash flow over time.

Meeting community demand for high-quality care and access to care. We delivered exceptional growth in 2023. USPI had 9.2% growth in same-facility revenues, well above our long-term goal of 4-6% growth. USPI also increased higher acuity procedures with joint replacements up nearly 20% in the fourth quarter. The hospitals enhanced access to high-acuity care across cardiovascular, neurosciences, surgical services and more. This resulted in sustained acuity growth with fourth quarter 2023 revenue per adjusted admissions up 6.5% over the prior year. Conifer also announced new clients and renewals, including the continuation of an end-to-end revenue cycle management partnership with Dartmouth Health.

Delivering the right resources at the right time, supported by data-driven decisions. Each of our business segments enhanced operational efficiency in 2023. Our operations delivered industry-leading margins in our ambulatory segment and made a strong commitment to deliver care with our own workforce via best-in-class contract labor management and strong hiring results through local partnerships with nursing and allied health professional schools. For the year, Tenet’s consolidated adjusted EBITDA margin reached a multi-decade high above 17%.

Expanding Tenet’s ecosystem of high-quality physicians. We continue to enhance our network of physicians with a shared commitment to innovation, quality and safety, and patient experience. In 2023, we welcomed nearly two hundred new physicians to our employed physician group. USPI also continued to welcome new physician partners as well as new physicians to its active medical staff.

Continuing a purpose-driven approach to corporate responsibility. We continue to advance our programs that support the key aspects of corporate responsibility, with Board oversight. Our 2024 ESG report will share our approach to foster a diverse and inclusive culture, strengthen the health of our communities, support climate sustainability, lead with integrity, and apply sound governance.

Maintaining a high-performance culture. In 2023, we ensured a seamless management transition of our Chief Financial Officer from Daniel Cancelmi to Sun Park, consistent with our expectations. Our high-performing leadership team continues to drive strategic priorities, taking a data-driven and outcomes-focused approach. Furthermore, our organization promotes a culture of quality, safety, and compliance.

The accomplishments of 2023 reflect the collective effort and dedication of our entire team. I would like to extend my appreciation to all our physicians, caregivers, and staff for their steadfast commitment to providing high-quality, compassionate care for our communities. On behalf of Tenet’s Board of Directors and leadership team, we are grateful for the support of our shareholders and our partners as we continue to pursue our valuable mission.

Respectfully,     Saum Sutaria, M.D. Chairman and Chief Executive Officer Tenet Healthcare

TENET HEALTHCARE CORPORATION

14201 Dallas Parkway

Dallas, Texas 75254

(469) 893-2200

Notice of Annual Meeting of Shareholders to be held on Wednesday, May 22, 2024

April 12, 2024

To our Shareholders:

Our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 22, 2024, at 8:00 a.m. Central Time. You will be able to attend and participate in the Annual Meeting by registering at www.proxydocs.com/THC. After you complete your registration, you will receive further instructions via email, including a unique link that will provide you access to the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. Our Annual Meeting is being held for the following purposes:

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

Only shareholders of record of our common stock at the close of business on March 27, 2024 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, 2023 before you vote.

2024 ANNUAL MEETING OF SHAREHOLDERS

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

Information:

The Notice of Internet Availability, this Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about April 12, 2024. Copies of this Proxy Statement, the Company’s proxy card and our Annual Report on Form 10-K for the year ended December 31, 2023 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, 2023, Tenet had approximately 106,500 employees delivering and supporting care through two business segments — Hospital Operations and Services (Hospital Operations) and Ambulatory Care. As of December 31, 2023, our Hospital Operations segment was comprised of our 61 acute care and specialty hospitals, a network of employed physicians and 164 outpatient facilities, including imaging centers, urgent care centers, ancillary emergency facilities and micro-hospitals. Our Hospital Operations segment also provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients through our Conifer Health Solutions, LLC joint venture. Our Ambulatory Care segment is comprised of the operations of our subsidiary USPI Holding Company, Inc. (USPI), which held indirect ownership interests in 461 ambulatory surgery centers and 24 surgical hospitals at December 31, 2023.

Repositioned Care Delivery Portfolio

We continue to execute on the ongoing transformation of our care delivery offerings. Strategic investments in USPI remain a top priority, and we established new ownership positions in approximately 30 ambulatory surgery centers in 2023. We also continue our strategic deployment of capital to enhance high-acuity hospital services. Our efforts include capacity expansion, new construction in high-growth, attractive locations and investments in innovation. Additionally, we announced the sale of certain hospitals in order to further deleverage, strengthen our balance sheet and provide enhanced financial flexibility. Across our comprehensive network of facilities, we are focused on introducing new services at a lower cost and offering patients excellent service in the most clinically appropriate setting. Our focus is on markets where we can provide a strong value to consumers and payers, and the evolution of our care delivery locations reflects our strategy to grow USPI.

Strong Long-Term Performance

Proxy Statement Summary

Overview of Director Nominees

Proxy Statement Summary

Director Nominees’ Experience and Diversity

Having an independent Board is a core element of our governance philosophy. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of independent directors. Of our 13 Board nominees, 12 are independent in accordance with the requirements set forth in our Corporate Governance Principles. Moreover, our Board believes that having a 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:

Tenet’s 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.

Board Diversity		Gender Diversity		Ethnic Diversity

Proxy Statement Summary

Corporate Governance and Board Practices

Proposal 1 - Election of Directors

Nominees for Election to the Board of Directors

Tenet’s Board of Directors is elected annually by our shareholders. Our nominees for election include 12 independent directors and our Chief Executive Officer. The Board has selected the nominees that follow to serve as directors until the 2025 annual meeting, or until their successors are elected or appointed. Each of the nominees, other than Dr. Agarwala, Senator Blunt, Mr. Rusckowski, was last elected by the Company’s shareholders at the 2023 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.

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Proposal 1-Election of Directors

Director Nomination and Qualifications

Our Board regularly reviews its composition and is committed to recommending a group of directors who represent a 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.

Nomination Process

The Governance Committee considers candidates based on the recommendation of, among others, our Board members and our shareholders. The Governance Committee may also engage professional search firms and other consultants to assist in identifying, evaluating and conducting due diligence on potential candidates. We intend to continue to actively engage with our shareholders regarding Board composition and director qualifications, including considering their input on potential director candidates. Once potential candidates have been identified, they typically meet with each member of the Board and pass a thorough screening process before the Governance Committee makes a final recommendation to the Board. This process involves a rigorous evaluation that assesses attributes beyond specific business skills, including character, 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 [email protected]. For more detailed information regarding the process by which shareholders may nominate directors, including under our proxy access provisions, please refer to “Other Information—Shareholder Proposals” below and our bylaws. Our bylaws may be found under the “Governance” heading in the Investors section on our website at www.tenethealth.com*.

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

Proposal 1-Election of Directors

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:

Board Evaluations

The Governance Committee oversees the Board’s annual performance evaluation to determine whether the Board, its committees and individual directors are functioning well in view of their responsibilities and the Company’s business. To conduct the self-evaluation process with greater transparency and rigor, the Board has for many years retained a third-party advisor to interview each director, review the directors’ collective feedback, and facilitate a discussion based on the results at a special executive session of the Board. This comprehensive and disciplined approach to evaluation has been an important element to maintaining a high-performing and collaborative Board that can properly address risk management and execution of Company strategy.

On an annual basis, the Board and each committee conduct self-evaluations. The evaluations focus discussions on, among other things, the composition and effectiveness of the Board in light of changes in membership, the effectiveness of Dr. Sutaria and Senator Kerrey in their respective leadership positions, and the performance of each committee and committee chair. The Lead Director, in conjunction with the Governance Committee, also takes an oversight role in the Board performance evaluation process. In addition, directors provide input on key focus areas for the Board in the upcoming year. The results of the evaluation are reviewed by the Lead Director, who reports the results to the Board. As part of the annual performance evaluation process, each committee also compares its performance with the requirements of its charter. As part of the Board’s last annual evaluation, the Board noted, among other things, that its processes and committees were functioning properly, noting healthy levels of debate, collaboration and respect among directors.

Proposal 1-Election of Directors

Director Nominees’ Qualifications and Experience

Based on the review process described above, the Governance Committee concluded that our 13 director nominees possess the 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 under “Nominees for Election to the Board of Directors” beginning on page 6.

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. Four of our 13 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. Dr. Sutaria does not serve on any other public company board.

Director Independence

The independence requirements for our Board are set forth in our Corporate Governance Principles, available under the “Governance” heading in the Investors section on our website at www.tenethealth.com*. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of “independent” directors. The Board will not consider a director to be independent unless the Board affirmatively determines that the director has no material relationship with Tenet and the director otherwise qualifies as independent under the corporate governance standards of the New York Stock Exchange (NYSE). The Board reviews each director’s independence at least annually and has made the affirmative determination that the following non-employee directors have no material relationship with the Company and are independent: Senator Kerrey, Dr. Agarwala, Mr. Bierman, Senator Blunt, Mr. Fisher, Ms. FitzGerald, Admiral Haney, Mr. Lynch, Mr. Mark, Ms. Romo, Mr. Rusckowski and Dr. West. The only non-independent director who serves on our Board is our Chairman and Chief Executive Officer, Dr. Sutaria.

In making its independence determinations, the Board broadly considers all relevant facts and circumstances and focuses on the organizations with which each director has an affiliation. If a director or member of the director’s immediate family has a material relationship with the Company, the Board reviews the interest to determine if it would preclude an independence determination.

The Audit Committee, the Human Resources Committee (HR Committee) and the Governance Committee are composed exclusively of independent directors as required by the NYSE. Additionally, the Environmental, Social and Governance (ESG) Committee and the Quality, Compliance & Ethics Committee (QCE Committee) are composed exclusively of independent directors. All directors serving on the Audit Committee meet the more stringent independence standards for audit committee members required by the 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.

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:

Our Board has also adopted Corporate Governance Principles that provide the framework for our existing corporate governance policies and practices. These Corporate Governance Principles address in detail matters such as director independence, director qualifications and responsibilities, director compensation, and director and officer stock ownership and retention. For more information, please see our Corporate Governance Principles under the “Governance” heading in the Investors section on our website at www.tenethealth.com*.

Board Leadership Structure

The Company’s Board periodically evaluates our leadership structure based upon our best interests and particular circumstances at the time. In August 2023, the Board decided to combine the roles of Chairman and Chief Executive Officer and appoint Dr. Sutaria, our Chief Executive Officer, to the role of Chairman, as well. Also at that time, the Board appointed Senator Kerrey as Lead Director, a role he held previously from October 2017 to October 2022.

The Board thoroughly considered a range of factors, including, among others, our strategic priorities and the complexity our business, Dr. Sutaria’s knowledge of the industry, the various capabilities of our directors, the highly independent composition of the Board, the meaningful responsibilities of the independent Lead Director, and the current environment of our industry. The Board has a high level of confidence in Dr. Sutaria’s leadership and ability to work closely and transparently with our independent directors. Moreover, the Board believes that, in the role of Chairman and Chief Executive Officer, Dr. Sutaria is best positioned to be aware of key issues facing the Company and to serve as a highly effective bridge between the Board and management. The Board concluded that combining the Chairman and Chief Executive Officer roles, together with the strong independent leadership provided by our Lead Director role, serves the best interests of the Company and our stockholders at this time.

Corporate Governance and Board Practices

Role of Lead Director

The role of our Lead Director is set forth in our Corporate Governance Principles. Senator Kerrey, as Lead Director of the Board, coordinates the activities of the Board and exercises the robust set of duties described below. Specifically, in his role as Lead Director, Senator Kerrey:

Senator Kerrey has participated in in-person engagement meetings with a number of our significant shareholders to discuss and seek feedback on various matters regarding the Company’s strategy and governance practices, establishing a direct line of communication between shareholders and independent members of our Board. Senator Kerrey shares the feedback with the full Board so that it may be incorporated into the Board’s decision-making processes.

Board and Committee Organization and Responsibilities

Board Meetings and Attendance

We are governed by our Board. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other senior officers, by reviewing materials provided to them, and by participating in meetings of the Board and its committees. Directors are also encouraged to attend continuing education courses relevant to their service on the Company’s Board. Significant business decisions are generally considered by the Board as a whole. The Board met six times during 2023. The independent directors of the Board, the Board and each committee of the Board frequently meet in executive sessions, including at least once during each regularly scheduled Board meeting.

Each director who served during 2023 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 directors elected at last year’s annual meeting were in attendance at the 2023 Annual Meeting.

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.

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.

Corporate Governance and Board Practices

The ESG Committee				Meetings held in 2023:		2
Membership: Fisher (Chair), Blunt, FitzGerald, Mark, West (All Independent)
Primary Responsibilities: •  Review and discuss with management the Company’s ESG strategy, initiatives and policies •  Review and monitor the operational, regulatory, and reputational risks and impacts of ESG on the Company, and provide insight and guidance with respect to the Company’s management of such risks and impacts •  Review and discuss reports from management regarding the Company’s progress toward its key ESG objectives •  Provide input and guidance with respect to communications with employees, investors and other stakeholders, as appropriate, regarding the Company’s position on or approach to ESG matters				Key Skills and Experience: •  Experience with governance, social and sustainability matters •  Knowledge of the Company’s ESG strategy, initiatives and policies, including those related to sustainability and diversity and inclusion

Corporate Governance and Board Practices

The Human Resources Committee				Meetings held in 2023:		6
Membership: Kerrey (Chair), Agarwala, Fisher, Lynch, Mark, Romo, Rusckowski (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 •  Oversee the administration of the Company’s clawback policy •  Provide perspectives to management regarding the Company’s talent management, which may include performance management, succession planning, leadership development, 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

Corporate Governance and Board Practices

The Nominating and Corporate  Governance Committee

Meetings held in 2023:

4

Membership: FitzGerald (Chair), Bierman, Blunt, 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

The Quality, Compliance & Ethics Committee

Meetings held in 2023:

4

Membership: Bierman (Chair), Agarwala, FitzGerald, Kerrey, Rusckowski, 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 aspects of the compliance program, including efforts in risk assessment, and investigations and remediation of compliance matters •  Receive and review periodic reports from the Quality Management Department regarding efforts to advance quality healthcare •  Oversee the performance of the Company’s Chief Compliance Officer, who reports directly to our CEO, as well as to the QCE Committee

Key Skills and Experience: •  Experience in establishing and ensuring adherence to quality and compliance controls •  Expertise in compliance-related policies and procedures •  Knowledge of and commitment to ethical business practices

Corporate Governance and Board Practices

HR Committee Interlocks and Insider Participation

No member of the HR Committee was at any time during 2023 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 35 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 2023.

Role of the Board and its Committees in Risk Oversight

Management is primarily responsible for the identification, assessment and management of the various short-, medium- and long-term risks that we face. The Board oversees this process as an integral and continuous part of the Board’s oversight of our business. The Board receives regular reports from the heads of our principal businesses and corporate functions that include discussions of the risks, and the immediacy of such risks, involved in their respective areas of responsibility. The Board is routinely informed of developments that could affect our risk profile or other aspects of our business. Among other things, the Board has requested that the Company’s management and its internal and external legal counsel advise it promptly of any material developments relating to litigation, regulatory proceedings, and investigations and compliance issues. The Board considers the oversight of regulatory and litigation risk to be one of its highest priorities. In addition, the Board has identified the oversight of cybersecurity risks to be one of its priorities and receives regular reports from the Company’s management on the security of the Company’s information technology systems.

The Board’s committees oversee risks related to their respective areas, as further described below. The Board is kept informed of its committees’ risk oversight and other activities primarily through reports of the committee chairs to the full Board. These reports are presented at every regular Board meeting, as well as at other times when appropriate. As risk-related issues sometimes overlap, certain issues are addressed at the full Board level. In addition, as part of its annual self-evaluation process, the Board discusses and evaluates its ongoing role in enterprise risk oversight.

Role of Audit Committee in Risk Oversight

Our Audit Committee is primarily responsible for overseeing risk management processes relating to our accounting practices, financial reporting and disclosure controls and procedures, corporate finance and general business operations. Among other responsibilities, the Audit Committee:

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:

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 under the “Financials, SEC Filings & ESG” heading in the Investors section on our website at www.tenethealth.com.*

Corporate Governance and Board Practices

ESG at Tenet

ESG Highlights

We recognize the importance of making a lasting, positive impact through our operational activities and our intentional environmental, social and governance initiatives. We continue to advance our ESG programs, underlining our commitment to operate responsibly and efficiently. A summary of our ESG priority areas and highlights of our ESG programs and practices are provided below.

ESG Framework

Our ESG priorities are guided by our stakeholders and third-party frameworks. Tenet’s 2023 ESG Report was prepared using, for the first time, the Sustainability Accounting Standards Board (SASB)’s Health Care Delivery standards and the Task Force on Climate-related Financial Disclosures (TCFD) index. This report detailed our progress as compared to these frameworks and the five pillars of our ESG strategy, which are: (1) Meeting the Need; (2) Supporting Our People; (3) Community Impact; (4) Protecting the Environment; and (5) Leading with Integrity.

Corporate Governance and Board Practices

We remain focused on the identification, measurement and mapping of the ESG impacts on our business. Our ESG efforts are sponsored by our leadership and exemplified by employees across the enterprise.

Meeting the Need

The safety and well-being of our patients and employees is our top priority. We are committed to maintaining an environment that promotes health and safety for all.

We have a comprehensive healthcare program to promote the quality goals of the enterprise. All our facilities focus on:

We are committed to providing accessible healthcare to the communities in which we operate. We have a dedicated team who provides a range of services, including determining eligibility for healthcare coverage and connecting patients to different financial assistance programs they may need.

We provide health and safety training to all clinical employees during onboarding, including training on respirators, infection prevention, hazard identification and OSHA training. We actively listen to our employees on safety and solicit their concerns through our annual safety survey. The survey seeks to collect responses from our staff on key elements of hazard identification and the results are used to address any identified gaps and catalyze continuous improvement.

Supporting Our People

In general, we seek to attract, develop and retain an engaged workforce, cultivate a high-performance culture that embraces data- driven decision-making, and improve talent management processes to promote diversity and inclusion. To that end, we offer:

One of our core values is embracing inclusiveness for all people in our workplace and in the communities we serve. As of December 31, 2023, our total workforce was approximately 78% female, and over 52% of our employees self-identified as racially or ethnically diverse. We believe diversity and inclusion (D&I) are an active and engaged part of how we operate.

Our D&I efforts prioritize the following: