TENET HEALTHCARE CORP, DEF 14A filed on 4/11/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Tenet Healthcare Corporation
Entity Central Index Key 0000070318
v3.25.1
Pay vs Performance Disclosure - USD ($)
4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2021
Aug. 31, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay Versus Performance
In accordance with SEC rules, we provide the following disclosure regarding executive compensation and Company performance for the fiscal years listed below. The HR Committee did not consider this pay versus performance disclosure or the “compensation actually paid” amounts below in making its pay decisions for any of the fiscal years shown.
 
 
 
   
 
   
 
   
 
   
 
 
Average
Summary
Compensation
 
Average
   
 
 
Value of Initial Fixed
$100 Investment
(3)
   
 
   
 
Year
 
Summary
Compensation
Table Total for
Dr. Sutaria
($)
(1)
 
Summary
Compensation
Table Total for
Mr. Rittenmeyer
($)
(1)
 
Compensation
Actually Paid
to Dr. Sutaria
($)
(1)(2)
 
Compensation
Actually Paid to
Mr. Rittenmeyer
($)
(1)(2)
 
Table
Total for
Non-PEO

NEOs
($)
(1)
 
Compensation
Actually Paid
to
Non-PEO

NEOs
($)
(1)(2)
   
 
 
Company
TSR
($)
 
Peer
Group
TSR
($)
 
Net
Income
($MM)
(4)
 
Adjusted 
EBITDA
($MM)
(5)
2024
      24,661,553             88,894,676             4,764,010       11,098,143    
 
 
 
 
 
 
      331.92       146.87       4,064       3,995
2023
   
 
18,518,109
   
 
   
 
63,876,884
   
 
      4,661,937       9,805,274    
 
 
 
 
 
 
   
 
198.71
   
 
143.18
   
 
1,311
   
 
3,541
2022
   
 
11,047,128
   
 
   
 
(9,106,588
)
   
 
      6,921,122       1,325,894    
 
 
 
 
 
 
   
 
128.29
   
 
140.29
   
 
1,001
   
 
3,469
2021
   
 
21,153,672
   
 
18,666,160
      50,394,322    
 
34,148,681
      4,786,880       11,458,403    
 
 
 
 
 
 
   
 
214.80
   
 
143.09
   
 
1,476
   
 
3,483
2020
   
 
   
 
16,675,529
   
 
   
 
16,079,648
      4,996,930       5,700,379    
 
 
 
 
 
 
   
 
105.00
   
 
113.45
   
 
768
   
 
3,146
 
(1)
Ron Rittenmeyer served as our principal executive officer (PEO) during 2020 and 2021 until he was succeeded by
Dr. Sutaria
on September 1, 2021, who served as our PEO for the remainder of 2021 and for 2022 through 2024. The
Non-PEO
NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2024, Messrs. Park and Arnst and Mses. Arbour and Foo; (ii) for fiscal 2023, Mr. Arnst, Mses. Arbour and Foo and Dan Cancelmi, our former Executive Vice President and Chief Financial Officer; (iii) for fiscal 2022, Messrs. Rittenmeyer, Cancelmi and Arnst and Mses. Arbour and Foo; (iv) for fiscal 2021, Messrs. Cancelmi and Arnst, Ms. Arbour and Audrey Andrews, our former Executive Vice President and General Counsel; and (v) for fiscal 2020, Dr. Sutaria, Mr. Cancelmi, Mses. Andrews and Arbour, and Sandi Karrmann, our former Executive Vice President and Chief Human Resources Officer.
 
(2)
The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation
S-K
and do not reflect the total compensation actually realized or re
cei
ved by the Company’s NEOs. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
 
Compensation Actually Paid
 
Dr. Sutaria
2024
   
Average Non-
PEO NEOs
2024
 
Summary Compensation Table Total
    24,661,553       4,764,010  
Less, value of Stock Awards and Option Awards reported in Summary Compensation Table
    (15,113,929     (2,067,851
Plus,
year-end
fair value of outstanding and unvested equity awards granted in the year
    38,216,831       5,307,928  
Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years
    37,711,149       2,739,111  
Plus (less), change in fair value from prior
year-end
to vesting date of equity awards granted in prior years that vested in the year
    3,419,072       354,945  
Compensation Actually Paid
 
 
88,894,676
 
 
 
11,098,143
 
 
(3)
Amounts in these columns assume $100 was invested for the cumulative period from December 31, 2019 through the end of the listed fiscal year, in either the Company’s common stock or the S&P 500 Health Care Index (the Company’s peer group), as applicable, and reinvestment of the
pre-tax
value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance.
 
(4)
Reflects the Company’s net income, as reported in the Company’s Annual Report on Form
10-K
for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020.
 
(5)
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other NEOs in 2024, consistent with 2023. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important measure in future years. Adjusted EBITDA, a
non-GAAP
measure, is defined in Appendix A, and reconciliations of this
non-GAAP
financial measure to the most directly comparable GAAP measure may be found in the Company’s Annual Report on Form
10-K
for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020.
       
Company Selected Measure Name     Adjusted EBITDA        
Named Executive Officers, Footnote     Ron Rittenmeyer served as our principal executive officer (PEO) during 2020 and 2021 until he was succeeded by
Dr. Sutaria
on September 1, 2021, who served as our PEO for the remainder of 2021 and for 2022 through 2024. The
Non-PEO
NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2024, Messrs. Park and Arnst and Mses. Arbour and Foo; (ii) for fiscal 2023, Mr. Arnst, Mses. Arbour and Foo and Dan Cancelmi, our former Executive Vice President and Chief Financial Officer; (iii) for fiscal 2022, Messrs. Rittenmeyer, Cancelmi and Arnst and Mses. Arbour and Foo; (iv) for fiscal 2021, Messrs. Cancelmi and Arnst, Ms. Arbour and Audrey Andrews, our former Executive Vice President and General Counsel; and (v) for fiscal 2020, Dr. Sutaria, Mr. Cancelmi, Mses. Andrews and Arbour, and Sandi Karrmann, our former Executive Vice President and Chief Human Resources Officer.
       
Peer Group Issuers, Footnote     Amounts in these columns assume $100 was invested for the cumulative period from December 31, 2019 through the end of the listed fiscal year, in either the Company’s common stock or the S&P 500 Health Care Index (the Company’s peer group), as applicable, and reinvestment of the
pre-tax
value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance.
       
Adjustment To PEO Compensation, Footnote    
Compensation Actually Paid
 
Dr. Sutaria
2024
   
Average Non-
PEO NEOs
2024
 
Summary Compensation Table Total
    24,661,553       4,764,010  
Less, value of Stock Awards and Option Awards reported in Summary Compensation Table
    (15,113,929     (2,067,851
Plus,
year-end
fair value of outstanding and unvested equity awards granted in the year
    38,216,831       5,307,928  
Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years
    37,711,149       2,739,111  
Plus (less), change in fair value from prior
year-end
to vesting date of equity awards granted in prior years that vested in the year
    3,419,072       354,945  
Compensation Actually Paid
 
 
88,894,676
 
 
 
11,098,143
 
       
Non-PEO NEO Average Total Compensation Amount     $ 4,764,010 $ 4,661,937 $ 6,921,122 $ 4,786,880 $ 4,996,930
Non-PEO NEO Average Compensation Actually Paid Amount     $ 11,098,143 9,805,274 1,325,894 11,458,403 5,700,379
Adjustment to Non-PEO NEO Compensation Footnote    
Compensation Actually Paid
 
Dr. Sutaria
2024
   
Average Non-
PEO NEOs
2024
 
Summary Compensation Table Total
    24,661,553       4,764,010  
Less, value of Stock Awards and Option Awards reported in Summary Compensation Table
    (15,113,929     (2,067,851
Plus,
year-end
fair value of outstanding and unvested equity awards granted in the year
    38,216,831       5,307,928  
Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years
    37,711,149       2,739,111  
Plus (less), change in fair value from prior
year-end
to vesting date of equity awards granted in prior years that vested in the year
    3,419,072       354,945  
Compensation Actually Paid
 
 
88,894,676
 
 
 
11,098,143
 
       
Compensation Actually Paid vs. Total Shareholder Return    
Company vs Peer Group TSR and Compensation Actually Paid vs Company TSR
 
LOGO
       
Compensation Actually Paid vs. Net Income    
Compensation Actually Paid vs Net Income
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure    
Compensation Actually Paid vs Adjusted EBITDA
 
LOGO
       
Total Shareholder Return Vs Peer Group    
Company vs Peer Group TSR and Compensation Actually Paid vs Company TSR
 
LOGO
       
Tabular List, Table    
Financial Performance Measures
The following list presents the financial performance measures that the Company has determined represent the most important in linking “Compensation Actually Paid” to our PEO and the other NEOs for 2024 to Company performance. These measures are not ranked.
 
 
 
Adjusted EBITDA;
 
 
 
Adjusted Free Cash Flow less cash distributions paid to noncontrolling interests as reflected on the Company’s consolidated statements of cash flows; and
 
 
 
Adjusted EPS.
       
Total Shareholder Return Amount     $ 331.92 198.71 128.29 214.8 105
Peer Group Total Shareholder Return Amount     146.87 143.18 140.29 143.09 113.45
Net Income (Loss)     $ 4,064,000,000 $ 1,311,000,000 $ 1,001,000,000 $ 1,476,000,000 $ 768,000,000
Company Selected Measure Amount     3,995,000,000 3,541,000,000 3,469,000,000 3,483,000,000 3,146,000,000
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Non-GAAP Measure Description     Adjusted EBITDA, a
non-GAAP
measure, is defined in Appendix A, and reconciliations of this
non-GAAP
financial measure to the most directly comparable GAAP measure may be found in the Company’s Annual Report on Form
10-K
for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020.
       
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted Free Cash Flow less cash distributions paid to noncontrolling interests as reflected on the Company’s consolidated statements of cash flows        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted EPS        
Dr. Sutaria [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 24,661,553 $ 18,518,109 $ 11,047,128 $ 21,153,672  
PEO Actually Paid Compensation Amount     $ 88,894,676 $ 63,876,884 $ (9,106,588) 50,394,322  
PEO Name Dr. Sutaria   Dr. Sutaria Dr. Sutaria Dr. Sutaria    
Mr. Rittenmeyer [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount           18,666,160 $ 16,675,529
PEO Actually Paid Compensation Amount           $ 34,148,681 $ 16,079,648
PEO Name   Ron Rittenmeyer         Ron Rittenmeyer
PEO | Dr. Sutaria [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (15,113,929)        
PEO | Dr. Sutaria [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     38,216,831        
PEO | Dr. Sutaria [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     37,711,149        
PEO | Dr. Sutaria [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,419,072        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (2,067,851)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     5,307,928        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,739,111        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 354,945        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Grant Timing and Stock Option Exercise Prices
Historically, we have made annual equity awards to NEOs and other employees during the first quarter of the year in connection with annual executive compensation decisions. In accordance with the terms of our equity plans, the grant date of these awards is the date the HR Committee approves the grant, which usually occurs at a meeting scheduled more than one year in advance.
We may occasionally grant equity awards to newly hired employees, employees who have been promoted, or for special recognition, retention or other purposes outside of the annual grant process. For equity grants awarded outside of the annual grant cycle, the grant date generally is the first or 15th day of the month following hire or approval (or, if such date is not a trading day, the following date that is a trading day). The exercise price for all stock options generally equals (and will be no less than) the NYSE closing price per share of our common stock on the date of grant or on the immediately preceding trading day if the date of grant is not a trading day. No stock options were granted during 2024.
HR Committee approval is required in all cases where the recipient of an equity grant is a NEO or other senior officer. The HR Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation in 2024.
Award Timing Method We may occasionally grant equity awards to newly hired employees, employees who have been promoted, or for special recognition, retention or other purposes outside of the annual grant process. For equity grants awarded outside of the annual grant cycle, the grant date generally is the first or 15th day of the month following hire or approval (or, if such date is not a trading day, the following date that is a trading day). The exercise price for all stock options generally equals (and will be no less than) the NYSE closing price per share of our common stock on the date of grant or on the immediately preceding trading day if the date of grant is not a trading day. No stock options were granted during 2024.
Award Timing MNPI Considered true
MNPI Disclosure Timed for Compensation Value true
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true