UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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Tenet Healthcare Corporation

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Tenet
Health
2022
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
A COMMUNITY BUILT ON ICARE I

Dear Fellow Shareholders,

We are pleased to report that in 2021, we improved performance, grew earnings, enhanced cash flow, and continued to grow our mix of high margin ambulatory care. The results demonstrate a continued positive trajectory despite the hurdles of COVID 19 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 basis as we faced unknown challenges 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 exceeded the expectations of the market, as well as our own expectations allowing us to raise Adjusted EBITDA Outlook a record three times during the year. We also produced significant cash flow in 2021, consistent with the increasing value of the key parts of our business.

While these performance statistics are very important, we equally viewed the strategic vision as a guide for our forward steps. We remained focused on the transformation of Tenet into much more than a hospital company, ensuring a more balanced and sustainable economic engine while continuing to provide the most effective and efficient offering to 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 option 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 physicians and health systems that 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 exceeding 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:

We will stand for high quality, specialty care in the community, continually enhancing services to meet the needs of our communities. We will build upon USPI’s distinctive platform, utilizing unique development and management capabilities to set the bar for high-touch service in ambulatory care settings. We will maintain a commitment to value-based care by delivering new services into the most clinically appropriate, low-cost setting across our acute care hospitals, ASCs, or physician practices. We will continue to attract and retain locally, regionally, and nationally recognized physicians with a shared commitment to excellence in compliance, quality, safety, and patient experience. Our commitment to a diverse and inclusive workforce reflecting the markets we operate in is fundamental to our ongoing success.

We believe that we can only achieve our objectives with a high-performance culture. We remain committed to empowering our people, regardless of their role or tenure, to engage in improving our operations with measurable results. And equally ensuring we continue to evolve in offering nurses a vibrant and growing clinical environment to do their work and develop their own skills and competencies.

We recognize the need to be purpose-driven in making a positive impact that complements our operational responsibilities built on an overarching goal to create a better, more sustainable path for future generations. We advanced our agenda as it relates to programs that support the key tenets of environmental, social and governance (ESG) and formed a new Board level oversight committee specific to our expanded commitment to the principles embedded in ESG to help meet our goals. Our 2022 ESG report will capture real life profiles of the steps we are taking to foster a diverse and inclusive culture, strengthen the health of our communities, protect the planet, lead with integrity, and apply sound governance. While we have made strong improvements in our Social and Governance areas, including a stronger refreshed and diverse Board of Directors in the last several years, we acknowledge that, while we are not major contributors to environmental risk, we are still actively shaping priorities to improve even further. We are balancing the needs of our patients with the goals of improved climate sustainability and working on the common ground between them ensuring 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. We would like to express our sincere gratitude to all our caregivers, whose resolve and commitment define Tenet as an organization. And we equally appreciate the support of our shareholders, our communities, and our partners as we fulfill our mission. We are proud to serve you.

Respectfully,

  Ronald A. Rittenmeyer Executive Chairman 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, May 6, 2022

March 25, 2022

To our Shareholders:

Our 2022 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on May 6, 2022, 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:

1. To elect the eleven directors named in the accompanying Proxy Statement, each to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, whichever is later, or until the director’s earlier resignation or removal.

2. To vote, on an advisory basis, to approve the Company’s executive compensation.

3. To approve the First Amendment to the Tenet Healthcare 2019 Stock Incentive Plan.

4. To ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2022.

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, 2022 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

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to be held on May 6, 2022

The accompanying Proxy Statement and the Company’s proxy card, as well as our Annual

Report on Form 10-K for the year ended December 31, 2021, are available at www.proxydocs.com/THC.

We have adopted a virtual meeting format for our Annual Meeting, conducted via a live audio webcast. You will be able to attend the Annual Meeting online, listen to the meeting live, submit questions and vote your shares electronically during the meeting by registering at www.proxydocs.com/THC. We have designed the format of the Annual Meeting to provide shareholders substantially the same rights and opportunities to participate as they would at an in-person meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

2022 Proxy Statement

Table of Contents

Proxy Statement Summary	1
Proposal 1 - Election of Directors	7
Corporate Governance and Board Practices	16
Commitment to Sound Corporate Governance Policies and Practices	16
Board Leadership Structure	16
Board and Committee Organization and Responsibilities	17
Committees	18
Role of Board and its Committees in Risk Oversight	22
ESG	24
Policies on Ethics and Conduct	25
Certain Relationships and Related Person Transactions	26
Communications with the Board of Directors by Shareholders and Other Interested Parties	26
Director Compensation	27
2021 Director Compensation Table	28
Compensation Plans Applicable to Directors	28
Director Stock Ownership and Retention Requirements	29
Executive Officers	30
Securities Ownership	31
Securities Ownership of Management	31
Securities Ownership of Certain Shareholders	32
Compensation Discussion and Analysis	33
Overview	34
Detailed Description and Analysis	39
Human Resources Committee Report	51
Executive Compensation Tables	52
2021 Summary Compensation Table	52
Grants of Plan-Based Awards During 2021	54
Outstanding Equity Awards	55
Option Exercises and Stock Vested	57
Pension Benefits	57
Nonqualified Deferred Compensation	59
Potential Payments Upon Termination or Change of Control	60
Pay Ratio Disclosure	67
Securities Authorized for Issuance Under Equity Compensation Plans	68
Equity Compensation Plan Information	68
Proposal 2 - Advisory Vote to Approve Executive Compensation	69
Proposal 3 - Approval of First Amendment to the 2019 Stock Incentive Plan	70
Audit Committee Report	79
Proposal 4 - Ratification of the Selection of Independent Registered Public Accountants	81
General Information Regarding the Annual Meeting and Voting	82
Other Information	86
Appendix A: Non-GAAP Financial Measures	A-1
Appendix B: Tenet Healthcare 2019 Stock Incentive Plan (as amended by the First Amendment thereto)	B-1

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

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, 2021 before you vote.

2022 ANNUAL MEETING OF SHAREHOLDERS

    Date and Time: Friday, May 6, 2022, at 8:00 a.m. Central Time       Place: Online by registering at www.proxydocs.com/THC       Record Date: March 11, 2022  

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. Copies of this Proxy Statement, the Company’s proxy card and our Annual Report on Form 10-K are available at www.proxydocs.com/THC.

VOTING MATTERS AND BOARD RECOMMENDATIONS

Proposals		Board’s Recommendation	Page
1	Election of Eleven Director Nominees	Vote FOR Each Nominee	7
2	Advisory Approval of the Company’s Executive Compensation	Vote FOR	69
3	Approval of the First Amendment to the Tenet Healthcare 2019 Stock Incentive Plan	Vote FOR	70
4	Ratification of the Selection of Deloitte & Touche LLP as Independent Registered Public Accountants for the Year Ending December 31, 2022	Vote FOR	81

2022 PROXY STATEMENT 1

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, Tenet had approximately 101,000 employees delivering and supporting care through our three business segments — Hospital Operations, Ambulatory Care and Conifer. We operate an expansive network across the country, with 60 hospitals and approximately 550 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 (USPI), Tenet operates a leading ambulatory surgery platform that includes partnerships with 50 prominent health systems. In addition, our Conifer Health Solutions 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

Repositioned Care Delivery Portfolio

A critical element of our strategy remains the ongoing transformation of our care delivery offerings. We continue to invest strategically in USPI, establishing ownership positions in approximately 160 ambulatory surgery centers between December 2020 and the end of 2021. This included two transformative transactions with SurgCenter Development and other high-quality deals with health systems, physicians and other partners.

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.

Across our hospitals, USPI and our physician practices, we are focused on introducing new services at a lower cost and offering patients excellent service in the most clinically appropriate setting.

The evolution of our care delivery locations since 2017 reflects our strategy to invest strategically in USPI. Our focus is on markets where we can provide a strong value to payers and consumers.

Note: Includes acute care hospitals and USPI surgical facilities we operate, as well as de novo and other facilities in which we have an ownership interest from the recently completed SCD transaction

2022 PROXY STATEMENT 3

Proxy Statement Summary

Our Resilience Through COVID-19

As COVID-19 continued to evolve in 2021, our company remained on the front lines, responding to surges, treating patients in need of care and managing through the effects of the pandemic. Our continuing transformation has played a major role in our ability to respond effectively, pivot immediately and provide companywide clarity on necessary actions. Our ability to perform under difficult and constantly evolving circumstances underscores the strength and commitment of our people and our resilience in managing through the unknown.

Our pandemic protocols are informed by CDC’s evolving recommendations and available scientific data to break the chain of transmission. As an enterprise, we have maintained a constant, clear stream of communication organized by our Incident Command Center and supported by real-time data across our facilities. Led by top clinicians, our infection prevention experts and emergency management professionals, our Incident Command Center has served as the hub of our response effort. This includes close coordination with every hospital and care facility and thoughtful calibration of strategy. The Incident Command Center also works to bring operators and support staff together to help ensure consistency in applying CDC guidelines, while providing a channel to share best practices, quickly triage issues and address emerging matters.

Continuing the Delivery of Vital Healthcare

Every day, but especially during this challenging time, our team members have led by example and done what they have been called upon and trained to do – with honor and professionalism.

4

Proxy Statement Summary

Governance Highlights

Formed ESG Committee in 2021 to formally oversee growing ESG initiatives	Significant Board refreshment with eight new independent directors added since fall 2017†	Strong independent Lead Director role with robust responsibilities
Active shareholder outreach and engagement	Shareholder right to call special meetings with 25% vote threshold	Proxy access right adopted in 2019 with market standard terms

^† 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.

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.

2022 PROXY STATEMENT 5

Proxy Statement Summary

Board Characteristics

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

6

Director Nominees

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 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 2023 annual meeting, or until their successors are elected or appointed. Each of the nominees was last elected by the Company’s shareholders at the 2021 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. Rittenmeyer

Executive Chairman Age: 74 Director Since: 2010

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 service on public company boards and crisis management. Other Current Public Company Directorships: 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

James L. Bierman
	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. at 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)

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. Directorships Within the Past Five Years: AT&T Inc. and PepsiCo, Inc.
Age: 73 Director Since: 2017 Committee Membership: • Audit • ESG (Chair) • Human Resources

Meghan M. Fitzgerald, DrPH

Age: 51 Director Since: 2018 Committee Membership: • Governance (Chair) • ESG • QCE

Career Highlights: •  Ms. FitzGerald is a private equity investor, where she serves as an advisor to several firms, including Wellspring Capital. •  In addition, Ms. FitzGerald serves as an Adjunct Professor of Health Policy at Columbia 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 Thimblepoint Acquisition Corp 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. •  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. Directorships Within the Past Five Years: Thimble Point Acquisition Corp, Arix Bioscience plc and Concert Pharmaceuticals, Inc.

2022 PROXY STATEMENT 9

Director Nominees

Cecil D. Haney
	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

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 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, Inc. Directorships Within the Past Five Years: Federal Home Loan Mortgage Company (Freddie Mac)
Age: 64 Director Since: 2019 Committee Membership: • Audit • Human Resources

10

Director Nominees

Richard J. Mark
	Career Highlights: •  Mr. Mark serves 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 806,000 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 been Chairman of Ameren Illinois (both subsidiaries of Ameren Corporation) since 2012. •  Mr. Mark earned his B.S. from Iowa State University and his M.S. at National Louis University. Skills and Qualifications: •  Mr. Mark offers the Board extensive experience as Chairman and President of Ameren Illinois Company in a highly regulated industry in addition to multiple leadership positions at an acute care hospital, including service as Chief Executive Officer.
Age: 66 Director Since: 2017 Committee Membership: • Audit • ESG • Human Resources

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 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 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 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 company 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: 49 Director Since: 2020

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 board 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 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: 61 Director Since: 2019 Committee Membership: • ESG • Governance • QCE

12

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.

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.com.

CANDIDATE RECOMMENDATIONS		GOVERNANCE COMMITTEE		BOARD OF DIRECTORS		SHAREHOLDERS
From Shareholders, Management, Directors, Professional Search Firms and Other Sources		Discusses & 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

2022 PROXY STATEMENT 13

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	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 their 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, 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.

14

Proposal 1: Election of Directors

Director Nominees’ Qualifications and Experience

Based on the review process described above, the Governance Committee concluded that our eleven 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.

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 eleven 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

Our 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 each of our current non-employee directors has no material relationship with the Company and is independent. The only two non-independent directors who serve on our Board are our Executive Chairman, Mr. Rittenmeyer, and our 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 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.

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 •  Annual election of directors •  Majority vote standard and director resignation policy in uncontested elections •  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 Director with clearly defined and robust responsibilities •  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

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. 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

Senator Kerrey has served as our independent Lead Director since October 2017, shortly after Mr. Rittenmeyer became Executive Chairman in August 2017. The Company’s governing documents provides the Board the flexibility to determine the appropriate leadership structure for the Company based on our particular circumstances at the 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.

16

Corporate Governance and Board Practices

Role of Independent Lead Director of the Board

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

• 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 Annual Meeting.

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

The Audit Committee	Meetings held in 2021:	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 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

2022 PROXY STATEMENT 19

Corporate Governance and Board Practices

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 •  Leading cultural change

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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

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

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

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, 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

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.

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Corporate Governance and Board Practices

• 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 and receives quarterly reports from our Chief Compliance Officer (who reports directly to the QCE Committee), our Ethics and Compliance department, and our internal and external legal, regulatory and other officers and advisors.

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 interest 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 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. This year we will publish our second annual ESG report, which 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.*

2022 PROXY STATEMENT 23

Corporate Governance and Board Practices

ESG

ESG Milestones

Formed in 2021 a new committee within our Board of Directors focused on matters directly related to ESG	Released initial ESG report in 2021 that details the ways Tenet generates sustainable financial results as we work to make the world a better place	Ongoing Board refreshment, including the addition of eight new, independent directors since 2017†
55% of the Board is diverse in terms of gender and/or ethnic diversity	Strong, independent Lead Director with robust responsibilities	Continued to navigate the COVID-19 pandemic with honor and professionalism demonstrated by our caregivers and staff working tirelessly on the frontlines
Fostered belonging and an inclusive workforce where nearly 50% of our employees are racially or ethnically diverse, including over 55% of new employees in 2021, and more than 75% are female	2022 plan to conduct enterprise-wide materiality assessment, designed to identify and assess potential environmental issues that could affect our business and/or our stakeholders

^†  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.

24

Corporate Governance and Board Practices

ESG Guiding Principles

As a company that brings quality care to people every day, Tenet recognizes that our business and social purposes are inextricably linked. Tenet’s ESG program is focused on the business and societal impact of ESG. We believe our people, our operations, our facilities management and our governance must align properly to generate sustainable business practices for the betterment of all stakeholders we serve. While our responsibility lies, first and foremost, with the delivery of excellent medical care that is safe and compassionate, we equally embrace our commitment to cultivate a sustainable environment and an inclusive culture.

Our Mission

Our mission is to provide quality, compassionate care in the communities we serve. Our Vision is to consistently deliver the right care, in the right place, at the right time and to be a premier organization to work, where patient care and saving lives remain our focus. Our Values define who we are, what we stand for and what we CARE about – Compassion and respect for others and each other, supporting our communities and advocating for our patients; Acting with integrity and the highest ethical standards, always; Results delivered through accountability and transparency; and Embracing inclusiveness for all people in our workplace and the communities we serve.

Policies on Ethics and Conduct

Code of Conduct

All of our employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are required to abide by Tenet’s policies on business conduct summarized in our Code of Conduct and conduct our business in a legal and ethical manner. The members of our Board of Directors and all of our contractors having functional roles similar to our employees are also required to abide by our Code of Conduct. Tenet’s policies form the foundation of a comprehensive compliance program that includes compliance with corporate policies and procedures, extensive training, robust auditing and monitoring, an open relationship among colleagues to foster good business conduct, and a high level of integrity. Our policies and procedures cover all major areas of professional conduct, including quality patient care, compliance with all applicable laws and regulations, appropriate use of our assets, protection of patient information, avoidance of conflicts of interest and employment practices.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of Tenet’s policies on business conduct. Retaliation against any employee who in good faith seeks advice, raises a concern, reports misconduct or provides information in an investigation is strictly prohibited. The Code of Conduct is published in the “Our Commitment To Compliance” section under the “About Us” heading on our website at www.tenethealth.com. In addition, amendments to the Code of Conduct and any grant of a waiver from a provision of the Code of Conduct requiring disclosure under applicable SEC and NYSE rules will be disclosed at the same location as the Code of Conduct on our website at www.tenethealth.com.

As part of the program, we provide compliance training at least annually to every employee as well as to our Board and certain physicians and contractors.

2022 PROXY STATEMENT 25

Corporate Governance and Board Practices

Quality, Compliance and Ethics Program Charter

We operate our ethics and compliance program pursuant to a Quality, Compliance and Ethics Program Charter, which has been approved by our QCE Committee. The Charter requires all Company employees and many of our contractors to:

• Follow our Code of Conduct.

• Participate in annual ethics training and specialized compliance training tailored to the individual’s job duties.

• Work with our hospital, corporate and business unit compliance teams to resolve issues of concern.

• Contact the Tenet Ethics Action Line at 1-800-8ETHICS, via email or through our intranet website, to report any conduct that they believe in good faith to be an actual or apparent violation of Tenet’s policies.

Our Quality, Compliance and Ethics Program Charter may be found in the “Our Commitment To Compliance” section under the “About Us” heading on our website at www.tenethealth.com*.

Certain Relationships and Related Person Transactions

Our written Code of Conduct requires all employees, including our executive officers, and members of our Board to report conflicts of interest and those situations in which there may be the appearance of a conflict of interest. The full text of our Code of Conduct is published on our website at www.tenethealth.com, and a description of our policies on ethics and conduct can be found above. In the event that Tenet or its subsidiaries is a participant in a transaction in which any director, executive officer, holder of more than 5% of our outstanding shares or any immediate family member of any of these persons has a direct or indirect material interest, our policy is to require that any such transaction be reviewed and approved by the Governance Committee, which is composed entirely of independent directors. There were no “related person” transactions that require disclosure under the SEC rules since the beginning of our last completed fiscal year.

Communications with the Board of Directors by Shareholders and Other Interested Parties

Shareholders may communicate with the Board of Directors by email to boardofdirectors@tenethealth.com or by writing to the Board in care of the Corporate Secretary, Tenet Healthcare Corporation, 14201 Dallas Parkway, Dallas, Texas 75254. Shareholder communications will be reviewed internally to determine if the shareholder’s concern can best be addressed by referral to a Tenet department, such as Investor Relations. All other communications will be referred to the Corporate Secretary, who will determine if the communication should be brought to the attention of the full Board, the Chairman of the Board or a particular Board committee or Board member.

Other interested parties may make their concerns known to our non-employee directors by following the procedures for reporting concerns to the Audit Committee set forth in our Corporate Governance Principles, which are available under the “Governance” heading in the “Investors” section on our website at www.tenethealth.com.

26

Director Compensation

The HR Committee reviews our non-employee director compensation programs each year with the assistance of the HR Committee’s independent compensation consultant. The Board considers any changes recommended by the HR Committee following its review. In May 2021, the value of Restricted Stock Units (RSUs) granted annually to non-employee directors was increased from $175,000 to $190,000 and the initial grant of RSUs to newly appointed directors valued at $65,000 was eliminated in order to align with market practices.

Employee directors do not receive any compensation for their service as a director. All 2021 compensation for our Executive Chairman and former CEO, Mr. Rittenmeyer, and our Chief Executive Officer, Dr. Sutaria, is shown in the 2021 Summary Compensation Table on page 52.

Our 2021 annual compensation program for non-employee directors was structured as follows:

Annual Compensation Element	Amount
Annual Cash Retainer	$	95,000
Annual Grant of RSUs	$	190,000
Annual Committee Chair Cash Retainers:
•  Audit Committee	$	25,000
•  Human Resources Committee	$	20,000
•  Nominating and Corporate Governance Committee	$	17,500
•  Quality, Compliance and Ethics Committee	$	17,500
•  ESG Committee	$	17,500
Annual Retainer for Lead Director or Non-Executive Chair:
•  Cash Fee	$	150,000
•  Additional Grant of RSUs	$	50,000

Non-employee directors also receive $2,000 per committee meeting attended and for Board meetings receive:

• no fee for the first seven Board meetings each year; and

• for additional meetings, $3,000 per in-person meeting and $1,500 per telephonic meeting attended.

A newly appointed director receives a prorated annual RSU grant. All annual cash fees are prorated for partial year service. Directors are reimbursed for any travel expenses and other out-of-pocket costs incurred while attending meetings.

2022 PROXY STATEMENT 27

Director Compensation

2021 Director Compensation Table

Name	Fees Earned orPaid in Cash ($)		Stock Awards ($)(1)(2)			Total ($)
Lloyd J. Austin, III(3)		5,806		—			5,806
James L. Bierman		130,000		190,045			320,045
Richard W. Fisher		135,250		190,045			325,295
Meghan M. FitzGerald		134,000		190,045			324,045
Cecil D. Haney		116,653		312,132	(4)		428,785
J. Robert Kerrey		286,500		240,004			526,504
Christopher S. Lynch		124,500		190,045			314,545
Richard J. Mark		126,500		190,045			316,545
Tammy Romo		149,500		190,045			339,545
Nadja Y. West		116,500		190,045			306,545

(1) Amounts shown in this column reflect the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, of RSU awards granted under our stock incentive plan. Assumptions used in the calculation of these amounts are discussed in the footnotes below and/or in Note 10 to our consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K.

(2) The amounts shown in this column reflect annual RSU grants applicable to the 2021-2022 board service year valued at approximately $190,000. We calculated the grant date fair value of these RSUs based on the NYSE closing price per share of our common stock on such date, adjusted for a discount for illiquidity of approximately 28% to reflect the mandatory post-vest holding period applicable to the 2021 annual awards. On May 7, 2021, based on the NYSE closing price of $66.84 per share of our common stock (adjusted as described in the preceding sentence), each non-employee director then serving was granted 3,960 RSUs under the program, and Senator Kerrey was granted an additional 1,041 RSUs in respect of his service as Lead Director. All equity awards then held by our non-employee directors were fully vested as of December 31, 2021.

(3) General Austin resigned from the Board effective January 22, 2021 following his confirmation by the U.S. Senate as Secretary of the U.S. Department of Defense.

(4) Mr. Haney was appointed to the Board effective January 8, 2021. In addition to the standard 2021-2022 annual RSU grant, his “Stock Awards” value includes an initial grant of RSUs valued at approximately $65,000 as well as a pro-rata grant for the 2020-2021 service year.

Compensation Plans Applicable to Directors

Stock Incentive Plans

Each non-employee director receives an annual award under our stock incentive plan of RSUs that is meant to compensate the director for service on the Board beginning on the date of that year’s annual shareholders meeting and ending on the date of the following year’s annual shareholders meeting. These grants are typically made on the first business day following the annual shareholders meeting and vest immediately on the grant date. A mandatory post-vest holding period of three years is applied to these annual RSU awards, which are settled in shares of our common stock on the third anniversary of the date of grant (unless deferred under the Special RSU Deferral Plan, discussed below).

Prior to May 2021, on the first or 15th day of any month (or, if such date is not a trading day, the following date that is a trading day) following the date on which a new non-employee director is elected to the Board, the director received a grant of that number of RSUs equal to $65,000 divided by the NYSE closing price per share of our common stock on the date of the grant. These one-time awards vested immediately on the grant date and are settled in shares of our common stock within 60 days of the termination of the director’s service on the Board.

Special RSU Deferral Plan

We adopted the Special RSU Deferral Plan to permit directors to defer the settlement of their annual RSU grants under our stock incentive plan for a period of five years as provided under the terms of the award agreement. In the event of a change of control of the Company, the RSUs will be settled on the subsequent deferral date irrespective of whether the underlying award agreement would provide for earlier settlement by reason of such change in control. As of the record date, none of our current directors have elected to defer settlement of RSU grants pursuant to the terms of the Special RSU Deferral Plan.

28

Director Compensation

2006 Deferred Compensation Plan

Under our 2006 Deferred Compensation Plan (DCP), directors and eligible employees may defer all or a portion of their compensation paid during a given calendar year. For directors, compensation is defined as cash compensation from retainers, meeting fees and committee fees. Senator Kerrey was the only non-employee director who participated in the DCP in 2021. A more complete description of the DCP can be found under “Nonqualified Deferred Compensation—Deferred Compensation Plan” beginning on page 59.

Director Stock Ownership and Retention Requirements

The Board has adopted stock ownership and retention requirements that require each non-employee director with more than one year of service on the Board to own shares of our stock. In addition, each non-employee director is required to own shares of our stock with a value equal to five times the annual cash retainer within five years after the date on which the director joins the Board. Directors who have not satisfied their ownership requirements must retain 100% of any “net shares” received upon the exercise of stock options and the vesting of restricted stock or RSUs until such time as the requirements are met. For this purpose, “net shares” means the number of shares received upon exercise of stock options or upon vesting of restricted stock or RSUs less the number of shares sold or deducted to pay the exercise price (in the case of options), withholding taxes and any brokerage commissions. A detailed discussion of these requirements can be found under “Stock Ownership and Retention Requirements” beginning on page 49. As of the record date, all of our non-employee directors were in compliance with the requirements or within the applicable period to come into compliance.

2022 PROXY STATEMENT 29

Executive Officers

Biographical information for the executive officers of the Company is set forth below. Biographical information for Mr. Rittenmeyer and Dr. Sutaria can be found under “Nominees for Election to the Board of Directors” on page 7.

Paola M. Arbour, Executive Vice President and Chief Information Officer Ms. Arbour, 58, was appointed Tenet’s Chief Information Officer in May 2018 and Executive Vice President in March 2019. In this capacity, Ms. Arbour oversees the leadership and strategic direction for Tenet’s information technology (IT) systems and identifies opportunities to support the company’s expansive care network through the application of digital technology, data and automation, and customer experience. Ms. Arbour previously held the title of Senior Vice President from May 2018 to February 2019. Prior to Tenet, Ms. Arbour served as President at ProV International from November 2017 to April 2018, Vice President Services Global Delivery at ServiceNow from July 2016 to September 2017, and as Vice President of Service Delivery at Dell Services from December 2010 to April 2016. From 1985 to 2009, Ms. Arbour held several leadership roles within IT operations at Electronic Data Systems – both at the company’s headquarters and also in London and Frankfurt. In July 2021, Ms. Arbour was appointed to the board of directors of Texas Capital Bancshares, Inc. Ms. Arbour earned her bachelor’s degree in telecommunications arts and sciences from Michigan State University.

Thomas W. Arnst, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary Mr. Arnst, 59, serves as Tenet’s Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Tenet Healthcare, where he leads enterprise Human Resources, Legal and Government Relations. He also serves as Chief Risk Officer. Prior to assuming these roles, Mr. Arnst served as Chief Administrative Officer, General Counsel and Corporate Secretary of our Conifer subsidiary. He has more than 30 years of experience working in leadership roles across healthcare, outsourcing and financial services, among other industries. Before joining Conifer in 2018, Mr. Arnst served as Chief Administrative Officer at Millennium Health. Previous positions also include Executive Vice President, Chief Administrative Officer, General Counsel, Head of Global Human Resources and Corporate Secretary at Expert Global Solutions. During his career, Mr. Arnst has also held executive positions at Safety-Kleen, AmeriServe, RailTex and Ryder. He is a graduate of the University of Miami, where he received his Juris Doctor and his Master of Laws. He obtained his Bachelor of Business Administration degree in Finance from Florida Atlantic University.

Daniel J. Cancelmi, Executive Vice President and Chief Financial Officer Mr. Cancelmi, 59, was appointed Tenet’s Chief Financial Officer in September 2012 and Executive Vice President in March 2019. He previously served as Senior Vice President from April 2009, Principal Accounting Officer from April 2007 and Controller from September 2004. Mr. Cancelmi was a Vice President and Assistant Controller at Tenet from September 1999 until his promotion to Controller. He joined the Company as Chief Financial Officer of Hahnemann University Hospital. Prior to that, he held various positions at PricewaterhouseCoopers, in the Pittsburgh office and in the firm’s National Accounting and SEC office in New York City. Mr. Cancelmi is a certified public accountant licensed in the states of Florida and Texas who received his bachelor’s degree in accounting from Duquesne University in Pittsburgh. He is also a member of the American and Florida Institutes of Certified Public Accountants and the Texas Society of Certified Public Accountants.

Lisa Y. Foo, Executive Vice President, Commercial Operations Ms. Foo, 31, was appointed Tenet’s Executive Vice President, Commercial Operations in March 2022. In this capacity, Ms. Foo leads several enterprise functions including strategy, business development, marketing, data and analytics, and procurement. She previously served as Vice President, Chief Commercial and Strategy Officer from 2019 to March 2022. Prior to that, Ms. Foo held various positions at McKinsey & Company, including Associate Partner from 2017 to 2019 in the San Francisco office. She earned her Bachelor of Science in Biological Engineering from Massachusetts Institute of Technology.

30

Securities Ownership

Securities Ownership of Management

The table below discloses the shares, options and other securities beneficially owned by our directors and director nominees, each of our named executive officers (NEO), and our current directors and executive officers as a group, as of March 1, 2022 (unless indicated below otherwise). No director or current executive officer has pledged any shares of our common stock.

Name	Shares Beneficially Owned (1)
	Shares of Common Stock(2)			OptionsExercisable Within 60 Days of March 1, 2022			Percent of Class as of March 1, 2022
Audrey Andrews(3)		9,031			40,033			*
Paola Arbour		8,568			38,556			*
Thomas W. Arnst		8,742			-0-			*
James L. Bierman		46,202	(4)		-0-			*
Daniel J. Cancelmi		381,815			61,383			*
Richard W. Fisher		37,965	(5)		-0-			*
Meghan M. FitzGerald		27,751	(6)		-0-			*
Cecil D. Haney		7,017	(7)		-0-			*
J. Robert Kerrey		80,770	(8)		-0-			*
Christopher S. Lynch		26,080	(9)		-0-			*
Richard J. Mark		45,785	(5)		-0-			*
Ronald A. Rittenmeyer		601,218	(10)		56,353	(11)		*
Tammy Romo		60,762	(12)		-0-			*
Saumya Sutaria		323,375			-0-			*
Nadja Y. West		23,944	(13)		-0-			*
Current executive officers and directors as a group (15 persons)(14)		1,683,214	(15)		156,292			1.7	%

* Less than 1%.

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

(2) As noted below, the totals in this column for each non-employee director include RSUs granted under the terms of our stock incentive plans. These RSUs are settled in shares of our common stock either upon termination of service or upon the third anniversary of the date of grant.

(3) On December 31, 2021, Ms. Andrews ceased serving as an executive officer, but is a NEO for 2021.

(4) Includes 30,468 RSUs granted under our stock incentive plans.

(5) Includes 30,526 RSUs granted under our stock incentive plans.

(6) Represents 27,751 RSUs granted under our stock incentive plans.

(7) Represents 7,017 RSUs granted under our stock incentive plans.

(8) Includes 33,231 RSUs granted under our stock incentive plans.

(9) Represents 26,080 RSUs granted under our stock incentive plans.

(10) Includes 15,000 shares held by Mr. Rittenmeyer’s spouse.

(11) Represents 56,353 RSUs granted under our stock incentive plans. These RSUs are scheduled to vest and settle in shares of our common stock on March 31, 2022.

(12) Includes 27,227 RSUs granted under our stock incentive plans.

(13) Includes 22,944 RSUs granted under our stock incentive plans.

(14) Does not include securities owned by Ms. Andrews, who is a NEO but not a current executive officer.

(15) Includes RSUs granted to non-employee directors under our stock incentive plans.

2022 PROXY STATEMENT 31

Securities Ownership

Securities Ownership of Certain Shareholders

Based on reports filed with the SEC, each of the following entities owns more than 5% of our outstanding common stock as of the dates indicated below. We know of no other entity or person that beneficially owns more than 5% of our outstanding common stock.

Name and Address	Number of Shares Beneficially Owned			Percent of Class as of    March 1, 2022
BlackRock, Inc.     55 East 52nd Street     New York, NY 10055		12,068,110	(1)		11.06	%
The Vanguard Group, Inc.     100 Vanguard Blvd.     Malvern, PA 19355		10,855,165	(2)		9.95	%
Glenview Capital Management, LLC     767 Fifth Avenue, 44th Floor     New York, NY 10153		7,327,108	(3)		6.71	%
Harris Associates L.P.     111 S. Wacker Drive, Suite 4600     Chicago IL 60606		6,000,495	(4)		5.50	%
Invesco Ltd.     1555 Peachtree Street NE, Suite 1800     Atlanta, GA 30309		5,553,758	(5)		5.09	%

(1) Based on a Schedule 13G/A filed with the SEC on January 27, 2022 by BlackRock, Inc., on behalf of itself and its named subsidiaries and affiliates (collectively, “BlackRock”), as of December 31, 2021. BlackRock reported sole voting power with respect to 11,865,373 of the shares indicated above and sole dispositive power with respect to all of the shares indicated above.

(2) Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group, Inc., on behalf of itself and its named subsidiaries and affiliates (collectively, “Vanguard”), as of December 31, 2021. Vanguard reported sole voting power with respect to 0 of the shares indicated above, shared voting power with respect to 101,307 of the shares indicated above, sole dispositive power with respect to 10,667,596 of the shares indicated above and shared dispositive power with respect to 187,569 of the shares indicated above.

(3) Based on a Schedule 13D/A filed with the SEC on February 14, 2022 by Glenview Capital Management, LLC and its named subsidiaries and affiliates (collectively, “Glenview”), and Lawrence M. Robbins, as of December 31, 2021, and additional information available to the Company as described in this footnote. Glenview Capital Management, LLC serves as an investment manager to various Glenview funds, and Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. Glenview and Mr. Robbins reported shared voting and investment power with respect to all of the shares indicated above.

(4) Based on a Schedule 13G/A filed with the SEC on February 11, 2022 by Harris Associates L.P. (Harris), as of December 31, 2021. Harris reported sole voting power with respect to 3,332,510 shares and sole dispositive power with respect to all of the shares indicated above.

(5) Based on a Schedule 13G filed with the SEC on February 14, 2022 by Invesco Ltd. (Invesco), as of December 31, 2021. Invesco, together with certain of its subsidiaries and in its capacity as a parent holding company to its investment advisors, reported sole voting power with respect to 5,439,826 shares and sole dispositive power with respect to all of the shares indicated above.

32

Compensation Discussion & Analysis

This Compensation Discussion and Analysis (CD&A) describes our executive compensation programs, our process for determining executive compensation and the compensation paid to the following NEOs for 2021:

Named Executive Officer	Title
Ron Rittenmeyer	Executive Chairman and former Chief Executive Officer(1)
Saum Sutaria	Chief Executive Officer(1)
Dan Cancelmi	Executive Vice President and Chief Financial Officer
Tom Arnst	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary(2)
Paola Arbour	Executive Vice President and Chief Information Officer
Audrey Andrews	Former Executive Vice President and General Counsel(2)

(1) Effective September 1, 2021, Dr. Sutaria succeeded Mr. Rittenmeyer as Chief Executive Officer of the Company and Mr. Rittenmeyer continued as Executive Chairman, a role he is currently expected to continue through 2023.

(2) Effective March 10, 2021, Mr. Arnst was appointed as Chief Administrative Officer, and effective April 19, 2021, Mr. Arnst was also appointed as General Counsel following Ms. Andrews’s announcement of her retirement and then subsequently assumed the Corporate Secretary role. On December 31, 2021, Ms. Andrews ceased serving as an executive officer, but continued as a non-executive senior advisor of the Company through her scheduled retirement on April 15, 2022.

CD&A Table of Contents

Overview	34
2021: Delivering Quality, Compassionate Care While Responding to COVID-19	34
2021 Compensation Program Highlights	35
2021 Say-on-Pay Vote	36
Compensation Elements Link Pay with Performance	37
Best Practices Support Strong Compensation Governance	38
Detailed Description and Analysis	39
CEO Transition	39
2021 Compensation Decisions	40
Base Salary	40
Annual Incentive Plan	40
Long-Term Incentive Compensation	43
The Compensation Process	46
Role of the Human Resources Committee	46
Independent Compensation Consultant	46
Benchmarking Against Peer Companies	46
Other Compensation, Benefits and Considerations	47
Perquisites	47
Executive Severance Plan	48
Executive Retirement Programs	48
Employee Benefits	48
Tax Matters	49
Compensation Governance Practices	49
Stock Ownership and Retention Requirements	49
Equity Grant Timing and Stock Option Exercise Prices	49
Prohibition on Hedging or Pledging Our Stock	50
Clawback Policies	50

2022 PROXY STATEMENT 33

Compensation Discussion & Analysis

Overview

2021: Delivering Quality, Compassionate Care While Responding to COVID-19

In 2021, the ongoing COVID-19 pandemic significantly impacted, and it continues to affect, all three segments of our business, as well as our patients, communities and employees. As a provider of healthcare services, we are acutely affected by the public health and economic effects of the pandemic. Our solid financial performance under such difficult and constantly evolving circumstances underscored the strength of our colleagues across the enterprise and our dedication to operational excellence. We advanced top-tier clinical programs to serve growing acute and chronic care needs in our hospitals while continuing to implement a comprehensive and active response to the pandemic focused on the safety of our personnel and patients. We also expanded our Ambulatory Care segment through a significant acquisition, as well as organic growth, construction of new outpatient centers and strategic partnerships. In addition, we continued to post strong margin performance at Conifer, which has provided consistent support to clients throughout the pandemic.

COVID-19 Response We continued to manage through COVID-19 and its impact on our operations, and we remained focused on high standards for quality and safety. We sought to protect our patients and employees through COVID-safe infrastructure and heightened infection-prevention protocols. Operational teams used real-time data to provide sufficient staffing, track intensive care unit bed capacity and allocate personal protective equipment (PPE), all while adapting to constantly changing federal and state guidelines and managing ongoing surges across the country.	Operational Excellence Our results in 2021 underscore our dedication to operational excellence. We restructured our hospital portfolio, invested in high-acuity services and maintained our focus on corporate efficiencies. In addition, our strategic cost-reduction measures continue to partially mitigate the effects of the COVID-19 pandemic on our business, including the impact of lost revenues and higher expenses.	Transformative Acquisitions In December 2021, we closed the acquisition of ownership interests in 86 ambulatory surgery centers (ASCs) and related ambulatory support services from affiliates of SurgCenter Development (SCD). In addition, USPI and SCD’s principals entered into a joint venture and development agreement under which USPI will have the exclusive option to partner with affiliates of SCD on the future development of a minimum target of 50 de novo ASCs over a period of five years. We believe that these transactions will enable us to continue to sharpen our focus on the growth and expansion of ambulatory surgical services.
Commitment to ESG In 2021, we solidified our commitment to environmental, social and governance (ESG) values and goals by formally establishing an ESG Committee of our Board consisting entirely of independent directors. The ESG Committee provides oversight with respect to our ESG strategy and guidance on ESG matters, including human rights, diversity and inclusion, and other ESG issues that are relevant to our business. In 2021, we published our first detailed ESG report, which outlines our commitment to the communities we serve and describes our objectives and progress in the areas of environmental sustainability, social initiatives and governance performance.	Reduced Leverage During the year ended December 31, 2021, we retired approximately $2.988 billion aggregate principal amount of certain of our senior unsecured notes and senior secured first lien notes. These notes were retired using proceeds from the June 2021 sale of $1.400 billion aggregate principal amount of 4.250% senior secured first lien notes due 2029, the proceeds from the sale of five Miami—area hospitals and certain related operations in August 2021 and cash on hand. These transactions reduced future annual cash interest expense payments by approximately $96 million.	Talent Development Our efforts to ensure strong leadership across the enterprise continued to be a top priority in 2021. We attracted external talent to provide outside perspectives and new thinking. We also remained focused on the hiring, advancement and retention of underrepresented populations to further our objective of fostering an engaging culture with a workforce and leadership teams that represent the markets we serve. To that end, over 55% of new employees we hired in 2021 self-identified as racially or ethnically diverse. In addition, we elevated strong performers by expanding their scope and by transitioning internal leaders to new opportunities within the enterprise that will support their further growth and development.

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Compensation Discussion & Analysis

Our strong absolute and relative TSR performance highlights the successful execution of our multi-year turnaround strategy since our change in leadership a little over three years ago. We believe that our one-year and annualized three-year TSR capture the effect of the intense turnaround effort that began in late 2017. Despite the challenge and uncertain macroeconomic environment presented during the pandemic, the achievements highlighted above illustrate the positive impact of our multi-year turnaround as well as our continued momentum in building a framework for our long-term growth and success.

2021 Compensation Program Highlights

CEO Transition

On September 1, 2021, Dr. Sutaria succeeded Mr. Rittenmeyer as Chief Executive Officer of the Company, with Mr. Rittenmeyer continuing as Executive Chairman through 2022 and as advisor to the Board and the Chief Executive Officer through 2024. In connection with his transition to Chief Executive Officer, Dr. Sutaria entered into an amended and restated employment agreement that: •  Increased Dr. Sutaria’s annual base salary to $1.2 million and his target annual bonus to 125% of base salary •  Provides for annual equity grants that vest on the same basis as those provided to other executive officers In connection with the transition, also on September 1, 2021, Mr. Rittenmeyer entered into an amended and restated employment agreement that: •  Provides for an annual base salary of $1.5 million and a target annual bonus of 150% of base salary while serving as Executive Chairman and an annual retainer of $750,000 while serving as an advisor to the Board and the Chief Executive Officer. •  Provides for a $5 million retention bonus, subject to Mr. Rittenmeyer’s continued employment through December 31, 2024 On February 25, 2022, Mr. Rittenmeyer’s agreement was further amended and restated to extend his term as Executive Chairman through 2023 and subsequently as advisor to the Board and Chief Executive Officer through 2025, as described on page 39 under “CEO Transition.”

2021 Annual Incentive Plan Payouts

In February 2022, the HR Committee approved final payouts under our 2021 Annual Incentive Plan, with corporate performance achieved at 200% of target, and final payouts for our NEOs ranging from 200% to 300% of target payout levels after applying each officer’s individual performance multiplier.

2022 PROXY STATEMENT 35

Compensation Discussion & Analysis

Streamlined LTI Program

In February 2021, the HR Committee approved awards under the streamlined and simplified long-term equity compensation program implemented in 2020, which further aligns NEO and shareholder interests. The 2021 Long-Term Incentive (LTI) compensation for executive officers other than Mr. Rittenmeyer, Dr. Sutaria and Ms. Andrews was comprised of the following restricted stock units (“RSUs”): •  50% time-based awards vesting ratably over three years, and •  50% performance-based awards earned over a three-year period based on the achievement of Adjusted EPS* and Adjusted Free Cash Flow Less Cash NCI*. These performance metrics are established at the start of each year of the three-year performance period subject to a cumulative three-year relative total shareholder return (“Relative TSR”) performance modifier.

2019 Performance-Based Cash LTI Payouts

In February 2022, the HR Committee certified final achievement of the 2019 performance cash LTI awards granted to Mr. Cancelmi, Ms. Arbour and Ms. Andrews, with such awards earned at 200% of target as a result of meeting or exceeding the maximum target for each applicable performance goal. Also in February 2022, the HR Committee certified final achievement of the Conifer 2019 performance cash LTI award granted to Mr. Arnst, which award was earned at 91% of target with Conifer EBITDA and Conifer revenue goals achieved just below target and collections goals achieved just above target.

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

2021 Say-on-Pay Vote

Our annual Say-on-Pay vote is one of our opportunities to receive feedback from shareholders regarding our executive compensation program, and the HR Committee takes the result of this vote into account when shaping the compensation program for the Company’s NEOs. At our 2021 Annual Meeting, the Say-on-Pay proposal received over 94% support, demonstrating increased, strong support for our executive compensation program. In light of this continued shareholder support, our HR Committee did not make any changes to the structure of our executive compensation program as a result of the 2021 vote. The HR Committee will continue to consider shareholder feedback, input from our independent compensation consultant and the outcomes of future Say-on-Pay votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs.

36

Compensation Discussion & Analysis

Compensation Elements Link Pay with Performance

The following table outlines the primary components of our NEOs’ 2021 compensation packages (other than with respect to LTI compensation for Mr. Rittenmeyer, Dr. Sutaria and Ms. Andrews):

Element	Description	Purpose
Base Salary	•  Fixed cash compensation set annually •  Based on market data, individual performance, internal pay equity and the scope and complexity of the officer’s role	•  Attracts and retains talented executives with competitive fixed pay
Annual Incentive Plan	•  Compensation tied to achievement of annual performance goals •  Target award amounts increase with executive’s level of influence on business outcomes and reflect individual performance as well as internal equitability	•  Motivates and rewards executives for meeting annual goals that drive long-term growth •  Challenging, objective performance metrics set annually based on the Company’s business plans
Long-Term Incentive Compensation
Performance - Based RSUs	•  Performance-based RSUs cliff vest in three years based one-half on performance against adjusted earnings per share (EPS)* and one-half on performance against adjusted free cash flow (FCF) minus cash distributions paid to noncontrolling interests (NCI).* These goals are established at the beginning of each year within the three-year performance period •  Relative TSR modifier is measured over the full three-year performance period and may reduce or increase earned payouts by 25%	•  Establishing goals for each year of the three-year performance period provides the Company with flexibility to ensure goals remain relevant and challenging throughout the performance period and avoids awards that weaken retentive value in the event of a single year of below threshold performance •  Relative TSR modifier applied over the full vesting period strengthens long-term shareholder alignment and motivates our executives to achieve long-term share price appreciation
Time-Based RSUs	•  Time-based RSUs vest ratably over three years based on continued service	•  Aligns economic interests of executives and shareholders through equity ownership •  Provides strong retentive value

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

2022 PROXY STATEMENT 37

Compensation Discussion & Analysis

Best Practices Support Strong Compensation Governance

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

What We Do
Actively engage with investors	Emphasize pay-for-performance
Maintain meaningful stock ownership and retention requirements for executives and non-employee directors	Include clawback provisions for all performance-based compensation
Conduct an annual compensation risk assessment	Provide double-trigger change-in-control severance and LTI acceleration
Cap payouts under the annual incentive plans and performance-based LTI awards	Retain an independent compensation consultant
What We Don’t Do
Ø   No excise tax gross-ups on change-in-control    severance benefits	Ø   Directors and executive officers cannot hedge or    pledge Company securities
Ø   No excessive perquisites	Ø   No backdating stock option grants or repricing of    underwater stock options without shareholder approval
Ø   No single-trigger equity acceleration on a change-in-control	Ø   No current dividend payments on unvested equity awards

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Compensation Discussion & Analysis

Detailed Description and Analysis

CEO Transition

In furtherance of the Company’s long-term succession plan, on September 1, 2021, Dr. Sutaria succeeded Mr. Rittenmeyer as our Chief Executive Officer, with Mr. Rittenmeyer continuing as our Executive Chairman. In connection with the transition, on August 31, 2021, we entered into amended and restated employment agreements with each of Mr. Rittenmeyer and Dr. Sutaria, which replaced their existing agreements.

2021 Rittenmeyer Agreement

Mr. Rittenmeyer’s amended and restated employment agreement (the “2021 Rittenmeyer Agreement”) provided that Mr. Rittenmeyer would serve as our Executive Chairman through December 31, 2022 (subsequently extended to December 31, 2023), and as an advisor to the Board and the CEO thereafter through December 31, 2024 (subsequently extended to December 31, 2025), subject to earlier termination in accordance with the terms of the agreement. While serving as Executive Chairman, the 2021 Rittenmeyer Agreement provides for an annual base salary of $1,500,000 and a target annual incentive bonus under the Annual Incentive Plan (AIP) of no less than 150% of Mr. Rittenmeyer’s base salary. While serving as an advisor to the Board and the CEO, Mr. Rittenmeyer will receive an annual retainer of $750,000. Under the 2021 Rittenmeyer Agreement, Mr. Rittenmeyer also will be eligible to receive a $5 million retention bonus, subject to his continued employment through December 31, 2024.

The 2021 Rittenmeyer Agreement includes severance payments and benefits in the event of a qualifying termination, as described in further detail on page 60.

On February 25, 2022, the 2021 Rittenmeyer Agreement was further amended to extend the term of the agreement through December 31, 2025, subject to earlier termination in accordance with the terms of the agreement. This amendment extends the date through which Mr. Rittenmeyer will serve as Executive Chairman from December 31, 2022 to December 31, 2023, and then provides that, between January 1, 2024 and December 31, 2025, Mr. Rittenmeyer will serve as an advisor to the CEO and the board. During this advisory period, in addition to the other compensation provided for in the 2021 Rittenmeyer Agreement, Mr. Rittenmeyer will be eligible to receive a target annual incentive bonus under the AIP of no less than 100% of his base salary.

2021 Sutaria Agreement

Dr. Sutaria’s amended and restated employment agreement (the “2021 Sutaria Agreement”) provides for an initial term commencing on September 1, 2021 and concluding December 31, 2025, which will be automatically extended for successive one-year terms unless either party provides advance notice of their intention not to renew and subject to earlier termination in accordance with the terms of the agreement. The 2021 Sutaria Agreement provides for an annual base salary of $1,200,000 and a target annual incentive bonus under the AIP of no less than 125% of Dr. Sutaria’s base salary. Dr. Sutaria is also entitled to an annual Company contribution to the Company’s ERA (a non-qualified deferred compensation plan described further on page 60) of no less than $250,000. Beginning in 2022, Dr. Sutaria will also receive annual awards of equity and other LTI awards, which will vest on the same basis as equity and other LTI awards granted to similarly situated executives of the Company.

The 2021 Sutaria Agreement includes severance payments and benefits in the event of a qualifying termination, as described in further detail on page 61.

Promotion LTI Awards

In connection with Dr. Sutaria’s promotion to CEO, the Board awarded a supplemental grant of RSUs under our 2019 Stock Incentive Plan with a September 1, 2021 grant date fair value equal to $8,000,000. One-half of these promotion RSUs are subject to time-based vesting and will vest in full on August 31, 2025. The remaining one-half are performance-based and will vest between 0% and 200% of target based on achievement of annual Adjusted FCF less Cash NCI and Adjusted EPS performance goals established by the Committee at the beginning of each year for the performance period commencing on January 1, 2021 and ending on June 30, 2025 (with such goals weighted 12.5% for 2021, 25% for 2022, 25% for 2023, 25% for 2024, and 12.5% for 2025). Any earned performance-based RSUs are then subject to a Relative TSR modifier based on performance over the entire performance period (+/- 25% based on cumulative performance versus direct peers).

2022 PROXY STATEMENT 39

Compensation Discussion & Analysis

2021 Compensation Decisions

Base Salary

Base salary provides our NEOs with a fixed base annual income and helps us attract and retain high-performing executives. The HR Committee sets NEO salaries each year considering individual performance reviews, internal pay equity considerations, the scope and complexity of the executive’s role and an assessment of peer group and market survey data provided by our independent compensation consultant. In addition to the increase in Dr. Sutaria’s base salary as part of his leadership growth and promotion to CEO, Mr. Cancelmi received a base salary increase of approximately 7.7% to recognize his strong performance and better align his pay with competitive market practices. Mr. Arnst also received a $150,000 base salary increase in March 2021 in connection with his promotion to the Chief Administrative Officer role and assumption of additional responsibilities. The HR Committee determined that the base salaries for all other NEOs would remain unchanged for 2021.

Named Executive Officer	2021Annual Base Salary (As of December 31, 2021)
Ron Rittenmeyer	$1,500,000
Saum Sutaria	$1,200,000
Dan Cancelmi	$   700,050
Tom Arnst	$   600,000
Paola Arbour	$   500,000
Audrey Andrews	$   550,000

Annual Incentive Plan

Our AIP provides annual cash incentives to our executives that drive financial, operational and individual performance. The program is designed to motivate executives to meet objectives that matter to our investors and align with the Company’s long-term strategy. To that end, the HR Committee selects financial and operational metrics that our executives directly influence with challenging targets so that, in order to pay out, the Company must meet the goals communicated to shareholders. The AIP also includes an individual performance component to focus directly on the contributions of each NEO and to reflect performance on qualitative factors like leadership, integrity, promotion of Company values, and a positive influence on Company culture. Final individual payouts under the AIP are determined as follows:

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Compensation Discussion & Analysis

2021 Target Annual Incentive Award Levels for Named Executive Officers

In 2021, the HR Committee approved the following target bonus award levels for each NEO, none of which were increased relative to the prior year other than Dr. Sutaria’s increase in connection with his leadership growth and promotion to CEO pursuant to the 2021 Sutaria Agreement as described on page 39.

Named Executive Officer	Target Award Relative    to Base Salary
Ron Rittenmeyer		150	%
Saum Sutaria		125	%
Dan Cancelmi		100	%
Tom Arnst		75	%
Paola Arbour		75	%
Audrey Andrew		75	%

2021 AIP Performance Metrics and Results

Funding for the 2021 AIP pool was based on the Company’s total annual Adjusted EBITDA (weighted 70%) and Adjusted Free Cash Flow Less Cash Payments to Noncontrolling Interests (Adjusted Free Cash Flow Less NCI) (weighted 30%). Payout of these metrics can range from 0% to 200% depending on performance.

The HR Committee continued to use Adjusted EBITDA as the most significant metric because it is the primary measure used by financial analysts and investors to judge the Company’s financial performance. The HR Committee also continued to use Adjusted Free Cash Flow less NCI as a metric because it captures the Company’s ability to sustainably generate cash that can be used for the Company’s long-term strategic goals, including acquisitions, investing in joint ventures, or repurchasing outstanding equity or debt securities, as well as other general corporate purposes. Furthermore, free cash flow generation allows the Company to fund growth without raising additional debt and can also be used to retire existing indebtedness, both of which enhance long-term shareholder value. Given the importance of Adjusted Free Cash Flow less NCI to both short-term and long-term value creation for shareholders, the HR Committee decided to continue using it in both the 2021 AIP and LTI programs.

The Adjusted EBITDA and Adjusted Free Cash Flow Less NCI threshold, target and maximum levels and actual performance, as well as the final funding pool are set forth below:

Metric	Threshold Level			TargetLevel			Maximum Level			ActualPerformance			Percentageof Target			Calculated Payout
Adjusted EBITDA(1)		$	2.75 billion		$	3.0 billion		$	3.1 billion		$	3.483 billion		200	%	140%
Adjusted FCF less NCI(2)		$	65 million		$	155 million		$	245 million		$	640 million		200	%	60%
Final Funding Pool																200% of Target

(1) See Appendix A for definition of Adjusted EBITDA.

(2) Adjusted Free Cash Flow (see Appendix A for definition) minus cash distributions paid to NCI reflected on the Company’s consolidated statements of cash flow.

Individual Performance Modifiers

After completion of the fiscal year, the HR Committee undertakes a robust individual performance review for our executive officers. These reviews allow the HR Committee to incorporate into the AIP program certain quantitative and qualitative elements tailored specifically to each executive’s role and circumstances. These reviews also allow the HR Committee to take into consideration factors such as integrity, promotion of Company values, and a positive influence on Company culture, which further the Company’s business objectives and strategies. The result is an individual performance multiplier applied to the calculated AIP amount that can range from 0% to 150%. The ratings are calibrated across the entire Company to ensure the AIP funding pool remains fixed.

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

2022 PROXY STATEMENT 41

Compensation Discussion & Analysis

The HR Committee applied the following performance modifiers for our NEOs based on the material factors provided below.

Named Executive Officer		Individual Performance Multiplier	Performance Review Summary
	Mr. Rittenmeyer	150%	•  Lead a continuing cohesive and coordinated enterprise-wide response to the pandemic while continuing to deliver strong financial and operational results in another turbulent year. •  Enhanced the Company’s growth trajectory by continuing to advance key strategic objectives, including additional transformative acquisitions of ambulatory surgery centers. •  Instrumental in continuing to strengthen the Company’s leadership team, as well as its commitment to diversity and an inclusive culture.
	Dr. Sutaria	150%	•  Leadership has been critical in diversifying our company care delivery portfolio to enable growth and expanded offerings for patients. •  Exemplified our high-performance culture by prioritizing measurable outcomes that improve services to clinicians and patients and elevating enterprise leaders to expand their organizational impact. •  Appointed the Company’s Chief Executive Officer on September 1, 2021.
	Mr. Cancelmi	130%	•  Enhanced our liquidity and capital structure by retiring over $2.0B of debt, refinancing existing debt with favorable interest rates, and reducing our net debt leverage significantly. •  Achieved Adjusted EBITDA targets and accelerated quarterly external financial reporting. •  Strengthened the enterprise finance team with talent upgrades for key leadership roles and continued transition of business unit finance functions to the Global Business Center (GBC) in Manila, Philippines.
	Mr. Arnst	125%	•  Instrumental in leading our legal and human resources teams in the newly created enterprise Chief Administrative Officer role. •  Significant contributions to streamlining our legal function for enterprise service delivery model and reducing external spend, as well as to improvements in human resources. •  Championed ongoing shift of work functions to our GBC in Manila, Philippines with over 2,000 roles successfully transitioned as of December 31, 2021, as well as positioning the GBC for continued success.
	Ms. Arbour	117.5%	•  Executed technology changes to bring legacy system architecture into a scalable and hybrid approach allowing more efficient business unit acquisitions and divestitures.. •  Modernized Electronic Medical Records platform and Patient Management platform across 60 hospitals inclusive of ancillary additions in Emergency Rooms and with Teletracking and Transfer Centers. •  Continued to drive financial performance across the enterprise team through automation, team optimization and contractual and commercial enhancements.
	Ms. Andrews	100%	•  Substantial contributions in support of a smooth transition in advance of her retirement as an executive officer at the end of 2021. •  Successful resolution of selected legacy matters before her retirement. •  Helped lead the navigation of frequently changing pandemic-related rules

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Compensation Discussion & Analysis

The table below shows target and actual AIP awards earned by each NEO for 2021.

Named Executive Officer	Target AIP Payout		Calculated AIP Payout		Individual Performance Multiplier			2021 Actual   AIP Payout
Ron Rittenmeyer	$	2,250,000	$	4,500,000		150	%	$	6,750,000
Saum Sutaria	$	1,500,000	$	3,000,000		150	%	$	4,500,000
Dan Cancelmi	$	700,050	$	1,400,100		130	%	$	1,820,130
Tom Arnst	$	450,000	$	900,000		125	%	$	1,125,000
Paola Arbour	$	375,000	$	750,000		117.5	%	$	881,250
Audrey Andrews	$	412,500	$	825,000		100	%	$	825,000

Long-Term Incentive Compensation

2021 LTI Awards for Mr. Rittenmeyer and Dr. Sutaria

In February of 2021, after consideration of his exceptional performance leading the transformation of Tenet’s business in terms of improving quality of care and service while driving long-term financial stability all against a backdrop of the continuing COVID-19 continuing pandemic, the HR Committee approved a $10,000,000 grant of time-based RSUs to Mr. Rittenmeyer. Such RSUs vest in eight equal quarterly installments from March 31, 2021 through December 31, 2022.

In accordance with the terms of Dr. Sutaria’s employment agreement in effect on the date of grant, Dr. Sutaria received an annual grant of $4,000,000 time-based RSUs, which vest ratably over three years. Additionally, in 2021, the HR Committee awarded Dr. Sutaria performance-based RSUs valued at $3,000,000 in acknowledgement of his critical role in the Company’s future success and to further align his long-term incentives with those of the Company’s shareholders and the larger management team. These performance-based RSUs vest on the same basis as the performance-based RSUs granted to the other NEOs, as described below.

In addition, Dr. Sutaria received additional time- and performance-based RSU grants in connection with his promotion to CEO, as described on page 39.

2021 LTI Awards for Other NEOs

In 2021, LTI compensation for executive officers other than Mr. Rittenmeyer, Dr. Sutaria and Ms. Andrews was granted entirely in RSUs, comprised of 50% time-based awards vesting ratably over three years and 50% performance-based awards earned over a three-year period, consistent with the simplifications made to the Company’s LTI program in 2020. The HR Committee believes that this program provides stronger alignment of management’s incentives with shareholder interests and encourages sustained value creation for shareholders. In light of her anticipated retirement, Ms. Andrews’ LTI award was granted entirely in the form of time-based RSUs that vested in full on December 31, 2021.

2022 PROXY STATEMENT 43

Compensation Discussion & Analysis

Long-Term Incentive Compensation

Performance-Based RSUs (50%)	•  Earned based on Adjusted FCF less Cash NCI and Adjusted EPS, with goals set annually to reflect current conditions and business strategy with threshold (0%), target (100%), and max (200%) •  Subject to Relative TSR modifier based on performance over the entire performance period (+/- 25% based on cumulative performance versus direct peers)
Time-Based RSUs (50%)	•  Solely subject to service-based vesting or forfeiture conditions •  Awards directly align executive and shareholder interests while encouraging retention throughout the three-year ratable vesting cycle

Performance Metrics	Description
Adjusted Earnings Per Share	•  Key metric for our shareholders because our Adjusted Earnings drives share price performance •  Measures the Company’s per-share profitability, excluding certain gains and losses
Adjusted Free Cash Flow Less NCI	•  Sustained cash flow generation allows the Company to fund objectives important to the Company’s long-term strategy without raising additional debt •  Measures the Company’s ability to generate cash flows from operations that can be used for acquisitions, capital expenditures or repaying debt
Relative Total Shareholder Return	•  Comparing the Company’s share price performance to its direct competitors rewards management’s ability to deliver above-market returns to long-term shareholders •  Measures the Company’s shareholder return against its three direct publicly traded competitors: Community Health Systems, HCA Healthcare and Universal Health Services •  Three-year TSR multiplier applied to full three-year performance period and measured relative to three direct competitors, with +25% for ranking first, no change for second or third, and -25% for fourth

44

Compensation Discussion & Analysis

2021 LTI Grant Values for Named Executive Officers

The following table summarizes the total target grant value of LTI awards granted in February 2021 to each of our NEOs participating in our 2021 LTI program (or a portion thereof). LTI Compensation for Mr. Rittenmeyer is described above under “2021 LTI Awards for Mr. Rittenmeyer and Dr. Sutaria,” and Dr. Sutaria’s additional promotion RSU grants are described above under “CEO Transition.”

Named Executive Officer	Performance- Based RSUs(1)(2)		Time-Based RSUS(2)		Total 2021 LTI Grant Value
Saum Sutaria	$	3,000,030	$	4,000,005	$	7,000,035
Dan Cancelmi	$	1,375,051	$	1,375,051	$	2,750,102
Tom Arnst	$	750,047	$	750,047	$	1,500,094
Paola Arbour	$	450,018	$	450,018	$	900,036
Audrey Andrews		N/A	$	750,047	$	750,047

(1) Assumes target level performance.

(2) Value is based on the NYSE closing price per share ($52.85) of our common stock on the date of grant (February 24, 2021).

The Company will disclose its achievement against the applicable performance metrics for the 2021 Performance-Based RSUs following completion of the three-year performance period.

Results of 2019 LTI Awards

The performance cash LTI awards granted in February 2019 had a performance period of three years with performance measured across three equally weighted performance metrics as set forth in the table below (achievement at target on any metric would result in 33.3% of the total payout). Three of our 2021 NEOs — Mr. Cancelmi, Ms. Arbour and Ms. Andrews — received these grants, which vested in February 2022 following the HR Committee’s certification of the Company’s achievement under the performance metrics.

The following table shows the Company’s results under each of the applicable performance metrics measured over the three-year period ended December 31, 2021.

2019 LTI Performance Metric	Threshold			Target			Maximum			Actual Performance			Calculated Payout
Adjusted Earnings per Share	$	8.43		$	9.92		$	11.41		$	18.34			66.67%
Adjusted Free Cash Flow Less NCI	$	1.037 billion		$	1.220 billion		$	1.403 billion		$	2.995 billion	(1)		66.67%
Relative Total Shareholder Return		3	rd		2	nd		1	st		1	st		66.66%
Total Pay Delivery														200% of Target

(1) Assumes the repayment of certain federal stimulus funds. If the impact of any potential repayment is excluded, the actual performance would be approximately $4.008 billion.

In connection with his Conifer service, Mr. Arnst was granted a $500,000 Conifer performance cash LTI award in 2019, which vested at 91% of target in February 2022 following the HR Committee’s certification of the Company’s achievement under the performance metrics. The following table shows Conifer’s results under each of the applicable performance metrics measured over the three-year period ended December 31, 2021.

2019 Conifer LTI Performance Metric	Threshold			Target			Maximum			Actual Performance			Calculated Payout
Cumulative Conifer EBITDA	$	938 million		$	1,173 million		$	1,407 million		$	1,108 million			38.8%
Cumulative Conifer Revenue	$	3.448 billion		$	4.310 billion		$	5.172 billion		$	3.944 billion			23.6%
Cumulative Cash Collections		99.8	%		100	%		100.5	%		100.14	%		28.6%
Total Pay Delivery														91% of Target

2022 PROXY STATEMENT 45

Compensation Discussion & Analysis

The Compensation Process

Role of the Human Resources Committee

The HR Committee is comprised entirely of independent directors and makes all compensation decisions regarding our NEOs. The HR Committee considers input from (i) the other independent members of our Board of Directors, (ii) the Company’s shareholders and (iii) its independent compensation consultant. In the case of NEOs other than the Executive Chairman and the CEO, the HR Committee also considers input and recommendations from the Executive Chairman and the CEO. The HR Committee’s decisions regarding compensation of these NEOs are made outside the presence of these officers. The HR Committee is also responsible for approving our executive compensation program and general compensation policies, all new or materially amended broad-based compensation plans and the performance measures used in our executive compensation programs.

Independent Compensation Consultant

The HR Committee engaged Frederic W. Cook & Co. through August 2021 and then retained Meridian Compensation Partners, LLC (each a “Consultant” and together the “Consultants”) to replace Frederic W. Cook & Co. as its independent consultant to assist the Committee with its duties. The Consultants engaged during 2021 participated in or provided input with respect to all meetings of the HR Committee and regularly communicated with the Committee Chair, who also serves as the Lead Director. This year, the Consultants’ services included:

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

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

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

• Advising on the parameters for the 2021 LTI program;

• Providing recommendations on the structure and competitiveness of compensation for our Executive Chairman and CEO; and including in connection with the CEO transition.

Subject to the approval of the HR Committee, the Consultant meets with members of management to review management’s proposed compensation recommendations to the Committee, discuss compensation trends and best practices, and review Company compensation data. Any material information provided to management by the Consultants was disclosed to the HR Committee.

To safeguard the independence of the Consultants:

• The HR Committee retains the Consultants, determines the terms and conditions of the Consultants’ engagement and has the sole authority to approve the Consultants’ fees and other retention terms or to terminate the engagement;

• The Consultants reports directly to the HR Committee and have direct access to the HR Committee Chair during and between meetings; and

• The Consultants provide no services to the Company or management, except as related to executing the provisions of the HR Committee Charter, and with the knowledge and approval of the HR Committee Chair.

The HR Committee has assessed the independence of each of the Consultants engaged during 2021 pursuant to SEC and NYSE rules and concluded that no conflict of interest exists in connection with the Consultant’s service as an independent advisor to the Committee.

Benchmarking Against Peer Companies

Each year the HR Committee reviews market compensation practices to evaluate the competitiveness of the Company’s pay levels and program design. Given the small number of publicly held healthcare providers and competition with not-for-profit companies, the HR Committee relies on a blend of peer group and market survey data to survey market practices. The HR Committee uses the peer group to assess whether executive officer pay levels are aligned with Company performance on a relative basis and considers the “market median” to be a helpful benchmark in setting compensation levels for our executive officers.

2021 Peer Group

The Company currently has only three direct competitors that are publicly traded: Community Health Systems, Inc., HCA Healthcare, Inc. and Universal Health Services, Inc. As a result, in August 2020, in consultation with its Consultant, the HR Committee followed an

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Compensation Discussion & Analysis

objective selection process that looked to related industry segments with companies approximating Tenet in revenues, market-capitalization, enterprise value and number of employees to ensure we retained a sufficiently large and appropriate peer group. In connection with this review, the HR Committee determined to make no changes to its peer group for 2021.

Direct Peers •  Community Health Systems •  HCA Healthcare •  Universal Health Services Additional Peers •  Baxter International •  Becton, Dickinson and Company •  Boston Scientific •  DaVita •  Encompass Health •  Genesis Healthcare*   •  Humana •  LabCorp •  Molina Healthcare •  Quest Diagnostics •  Select Medical •  Stryker

* In connection with Genesis Healthcare’s voluntary delisting in March 2021, the HR Committee determined that Henry Schein, Inc. would replace Genesis Healthcare in the Company’s 2022 peer group.

The following chart illustrates Tenet’s size compared to the 2021 peer group median of revenues, enterprise value and number of employees, using data provided to the HR Committee by the Consultant in August 2020.

Market Survey Data

For 2021 compensation decisions, the HR Committee reviewed additional compensation data from the following third-party general-industry survey sources:

Survey	Targeted Annual Revenue of Companies Comprising Data Used by Consultant
2020 Aon Hewitt Total Compensation Measurement survey	$10 billion to $25 billion
2020 Willis Towers Watson U.S. Compensation Database survey	$10 billion to $20 billion
2020 FW Cook Long-Term Incentives survey	$18.5 billion

The Consultant compiles data from these surveys relating to compensation levels for Tenet executive officers against the compensation levels received by executives holding similar positions at other companies. The Consultant then presents the data to the HR Committee in aggregated form, and the identity of the companies comprising the survey data is not disclosed to, or considered by, the HR Committee in its decision-making process.

Other Compensation, Benefits and Considerations

Perquisites

Perquisites for our NEOs are limited and generally represent an immaterial element of our executive compensation program. They largely consist of life insurance premiums, Company contributions to retirement programs available to other senior officers, and personal use of Company aircraft.

2022 PROXY STATEMENT 47

Compensation Discussion & Analysis

Upon the recommendation of an independent, third-party security study, the Company also provides Mr. Rittenmeyer a car and personal security driver that he primarily uses for commuting and local business travel. The HR Committee does not consider these security costs as personal benefits because they serve a business purpose arising from his employment as Executive Chairman. However, the Company is required to disclose the unreimbursed incremental costs associated with the personal use of the Company-provided car, including commuting expenses, as well as the personal security driver. The amounts of these services are disclosed in the Summary Compensation Table on page 52. The security study also recommended that Mr. Rittenmeyer use Company aircraft for both business and personal use to ensure his safety. The 2021 Rittenmeyer Agreement requires Mr. Rittenmeyer to reimburse us for any personal use of the corporate aircraft above 100 hours per year, and our aircraft usage policy allows the CEO to approve limited personal use of Company aircraft by certain other Company executives.

Additionally, the 2021 Sutaria Agreement requires Dr. Sutaria to reimburse us for any personal use of the corporate aircraft above 50 hours per year. In 2021, Mr. Rittenmeyer’s personal use of the corporate aircraft totaled approximately 8 hours, and Dr. Sutaria’s personal use of the corporate aircraft totaled approximately 14 hours. The unreimbursed incremental cost of their and other NEO’s use is disclosed in the Summary Compensation Table on page 52.

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

Executive Severance Plan

The Tenet Executive Severance Plan (ESP) applies to certain of our NEOs in addition to other senior managers and officers of the Company. The ESP provides cash severance and other benefits that vary by position level, consistent with market practice. ESP participants do not receive gross-ups of excise taxes that may be incurred upon a change of control.

Each of the NEOs, other than Mr. Rittenmeyer and Dr. Sutaria, were eligible to receive severance benefits under the ESP during 2021 in the event of a qualifying termination. The severance periods for the Company’s NEOs under the ESP were determined by the HR Committee based on (1) past company practice, (2) competitive data provided by the Consultant regarding the severance periods in place for executives of similar-sized companies and other healthcare peers, and (3) the HR Committee’s analysis of the financial impact of various severance compensation scenarios on each of these executives and the Company.

Provisions in the ESP and related severance agreements regarding non-competition, confidentiality, non-disparagement and non-solicitation as a condition of receipt of severance benefits under the ESP remain in effect for at least the period during which the severed executive is entitled to receive severance payments.

A more detailed description of the ESP is contained in “Potential Payments Upon Termination or Change of Control” beginning on page 60.

Executive Retirement Programs

Certain of our NEOs participate in our frozen Supplemental Executive Retirement Plan (SERP), our Executive Retirement Account (ERA) and our Sixth Amended and Restated Tenet 2006 Deferred Compensation Plan (Deferred Compensation Plan, or DCP). These programs are designed to provide retirement benefits to participating management-level employees, whose retirement benefits under our tax-qualified programs are otherwise limited under provisions of the Internal Revenue Code. Additional information regarding these programs is provided in the narrative discussion following the 2021 Pension Benefits Table on page 57 and under “Nonqualified Deferred Compensation” beginning on page 59.

Employee Benefits

Our NEOs participate in the Company’s broad-based benefit programs generally available to all employees, including our 401(k) Retirement Savings Plan, health and dental and various other insurance plans, including disability and life insurance. These benefits are consistent with providing a total pay program that is sufficiently competitive with our peer companies to attract and retain highly qualified personnel.

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Compensation Discussion & Analysis

Tax Matters

Section 162(m) of the Internal Revenue Code (Section 162(m)) generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to certain “covered employees” in any single year. Prior to 2018, certain performance-based compensation elements were exempt from this limit on deductibility; however, the Tax Cut and Jobs Act repealed this exemption. Notwithstanding the repeal of the “performance-based” compensation exemption pursuant to Section 162(m), the Company has continued to subject a significant portion of the incentive compensation payable to our NEOs to the achievement of one or more performance metrics specified by the HR Committee. As a result of the repeal, we generally expect that compensation payable to our NEOs in excess of $1 million will not be deductible.

Compensation Governance Practices

Stock Ownership and Retention Requirements

The Board has adopted stock ownership and stock retention requirements for our non-employee directors and all Company officers with the title of Senior Vice President and above, to further align such individual’s economic interests with those of our shareholders. The ownership requirements must be met within five years from the date on which an individual becomes a director or senior officer, with two-year extensions in the event of a promotion.

Each senior officer is required to own shares of our stock with a value equal to the following multiple of his or her base salary:

Executive Level	Market Value of Stock as a Multiple of Base Salary
Chief Executive Officer and Executive Chairman	6x
President or Chief Operating Officer	4x
Executive Vice Presidents	2x
Senior Vice Presidents	1x

Shares counted toward the stock ownership requirements include: (i) shares of common stock held of record or in a brokerage account by the individual or his or her spouse; (ii) unvested time-based restricted stock or RSUs; and (iii) stock units credited under deferred compensation plans. Outstanding stock options and unearned performance-based RSUs do not count toward satisfaction of the ownership requirements.

If a director or senior officer does not meet the applicable ownership requirements, he or she must retain 100% of any “net shares” received upon the exercise of stock options and the vesting of restricted stock or RSUs until such time as the requirements are met. For this purpose, “net shares” means the number of shares received upon exercise of stock options or upon vesting of restricted stock or RSUs less the number of shares sold or deducted to pay the exercise price (in the case of options), withholding taxes and any brokerage commissions.

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

Equity Grant Timing and Stock Option Exercise Prices

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

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

2022 PROXY STATEMENT 49

Compensation Discussion & Analysis

Prohibition on Hedging or Pledging Our Stock

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

Clawback Policies

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

50

Human Resources Committee Report

Our Human Resources Committee (HR Committee) has reviewed and discussed with management the Compensation Discussion and Analysis above. Based on this review and these discussions, the HR Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and included in this Proxy Statement.

Members of the Human Resources Committee

J. Robert Kerrey, Chair

Richard W. Fisher

Christopher S. Lynch

Richard J. Mark

Tammy Romo

2022 PROXY STATEMENT 51

Executive Compensation Tables

Executive Compensation Tables

The following table summarizes the compensation for the years ended December 31, 2021, 2020 and 2019 for our NEOs. Mr. Arnst became an NEO for the first time in 2021.

2021 Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(2)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)		Total ($)
Ron Rittenmeyer Executive Chairman		2021		1,500,000		-0-		10,000,013		-0-		6,750,000			-0-		416,147		18,666,160
		2020		1,444,615		875,000		10,000,021		-0-		3,948,750			-0-		407,143		16,675,529
		2019		1,200,000		3,500,000		16,000,021		-0-		3,223,800			-0-		364,839		24,288,660
Saum Sutaria Chief Executive Officer		2021		1,146,154		-0-		15,000,119		-0-		4,500,000			-0-		507,399		21,153,671
		2020		1,000,000		500,000		5,000,025		-0-		1,755,000			-0-		325,634		8,580,659
		2019		961,539		-0-		11,000,016		-0-		1,731,300			-0-		258,569		13,951,423
Dan Cancelmi EVP and Chief Financial Officer		2021		686,575		-0-		2,750,103		-0-		3,353,464			2,621,133		8,700		9,419,975
		2020		641,385		250,000		2,500,054		-0-		2,169,160			1,620,368		39,529		7,220,496
		2019		618,000		-0-		766,694		766,674		1,433,502			1,546,506		12,292		5,143,667
Tom Arnst EVP, Chief Administrative Officer, General Counsel and Corporate Secretary		2021		461,538		-0-		1,500,094		-0-		1,580,000			-0-		128,700		3,670,333
Paola Arbour EVP and Chief Information Officer		2021		500,000		-0-		900,036		-0-		1,414,584			-0-		108,846		2,923,465
		2020		500,000		-0-		900,052		-0-		954,536	(5)		-0-		125,459		2,480,047
		2019		500,000		-0-		266,690		266,674		559,688			-0-		108,400		1,701,452
Audrey Andrews Former EVP and General Counsel		2021		550,000		-0-		750,047		-0-		1,825,000			-0-		8,700		3,133,747
		2020		550,000		-0-		1,500,032		-0-		1,347,713			1,207,934		8,671		4,614,350
		2019		550,000		-0-		500,004		500,012		899,754			1,175,079		12,113		3,636,962

(1) Values in this column for 2021 represent the grant date fair value of time-based restricted stock unit awards and performance-based restricted stock unit awards. We calculate the grant date fair value of restricted stock units based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $52.85 on February 24, 2021 and $74.99 on September 1, 2021 (for Dr. Sutaria’s September grant). Performance-based RSUs are shown assuming target achievement of the applicable performance conditions. If maximum performance were assumed, the performance-based RSUs included in these totals for 2021 would be as follows: Dr. Sutaria: $6,750,068 for his February grant and $9,000,094 for his September grant, Mr. Cancelmi: $3,093,865, Mr. Arnst: $1,687,606, and Ms. Arbour: $1,012,540.

(2) This column reflects cash awards earned under our AIP for performance in the relevant year. In addition, for 2021, this amount reflects the following payouts of our 2019 performance cash LTI awards (or, for Mr. Arnst, the Conifer 2019 performance cash LTI award) for Mr. Cancelmi: $1,533,334; Mr. Arnst: $455,500; Ms. Arbour: $533,334; and Ms. Andrews: $1,000,000, which were paid in early 2022 based on performance from January 1, 2019 through December 31, 2021 as discussed further on page 45.

(3) The 2021 amounts represent the change in the actuarial present value of accumulated benefits under our SERP as of December 31, 2021 for Mr. Cancelmi and Ms. Andrews, our only NEOs who participate in the SERP. These amounts do not reflect compensation actually paid to the NEO. No NEO received preferential or above-market earnings on deferred compensation.

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Executive Compensation Tables

(4) Amounts shown in this column for 2021 include the following:

	Rittenmeyer		Sutaria		Cancelmi		Arnst		Arbour		Andrews
Matching contributions under our 401(k) Retirement Savings Plan		-0-		8,700		8,700		8,700		8,700		8,700
Matching contributions under our 2006 DCP		-0-		138,900		-0-		-0-		-0-		-0-
Company contributions under our ERA		375,000		300,000		-0-		120,000		100,000		-0-
Personal use of company aircraft*		21,344		59,799		-0-		-0-		146		-0-
Personal use of Company car and driver provided for security reasons**		19,803		-0-		-0-		-0-		-0-		-0-
Total		416,147		507,399		8,700		128,700		108,846		8,700

* Amounts shown in this row represent the incremental costs associated with the personal use of our aircraft. Incremental costs include fuel costs, landing and parking fees, customs and handling charges, per hour accruals for maintenance service plans, passenger catering and ground transportation, crew travel expenses and other trip-related variable costs (including fees for contract crew members and the use of our fractional jet interest). Because our aircraft are used primarily for business travel, incremental costs exclude fixed costs that do not change based on usage, such as pilots’ salaries, aircraft purchase or lease costs, fractional jet interest management fees, home-base hangar costs and certain maintenance fees.

** For business-related security reasons, a Company car and personal security driver were provided to Mr. Rittenmeyer primarily for commuting and local business travel. The car is valued based on the annualized cost of the car plus maintenance and fuel. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary and benefits are not allocated because the Company already incurs these costs for business purposes. The amount also includes $7,793 for a related tax gross-up benefit.

(5) In May 2018, Ms. Arbour was granted a 2018 performance cash LTI award, which was paid in 2021 based on performance from January 1, 2018 through December 31, 2020. The amount earned by Ms. Arbour under the award, $384,161, was inadvertently excluded from the 2020 Summary Compensation Table.

2022 PROXY STATEMENT 53

Executive Compensation Tables

Grants of Plan-Based Awards During 2021

The following table sets forth information concerning grants of equity awards made in 2021 under our stock incentive plan and grants of cash that potentially could have been earned in 2021 under our AIP.

			Estimated Future Payouts Under Non-Equity Incentive Plan  Awards						Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Stock Awards: Number of Shares of Stock or		Grant Date Fair Value of Stock and Option
Name	Award Type(1)	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)		Maximum (#)		Units (#)		Awards ($)(2)
Ron Rittenmeyer	AIP			0		2,250,000		6,750,000
	RSU	2/24/21													189,215		10,000,013
Saum Sutaria	AIP			0		1,500,000		4,500,000
	RSU	2/24/21													75,686		4,000,005
	PRSU	2/24/21							0		56,765		127,721				3,000,030
	RSU	9/1/21													53,341		4,000,042
	PRSU	9/1/21							0		53,341		120,017				4,000,042
Dan Cancelmi	AIP			0		700,050		2,100,150
	RSU	2/24/21													26,018		1,375,051
	PRSU	2/24/21							0		26,018		58,541				1,375,051
Tom Arnst	AIP			0		450,000		1,350,000
	RSU	2/24/21													14,192		750,047
	PRSU	2/24/21							0		14,192		31,932				750,047
Paola Arbour	AIP			0		375,000		1,125,000
	RSU	2/24/21													8,515		450,018
	PRSU	2/24/21							0		8,515		19,159				450,018
Audrey Andrews	AIP			0		412,500		1,237,500
	RSU	2/24/21													14,192		750,047

(1) AIP Awards. Awards designated “AIP” are awards that our NEOs might have earned during 2021 under our Annual Incentive Plan, dependent upon our 2021 performance. Awards actually earned are shown in the Non-Equity Incentive Plan Compensation column of the 2021 Summary Compensation Table on page 52.

Time-Based Restricted Stock Unit Awards. Awards designated “RSU” reflect time-based restricted stock unit awards under our 2019 Stock Incentive Plan. The RSUs granted to Mr. Rittenmeyer on February 24, 2021 vest quarterly in eight equal installments. The remaining RSUs granted on February 24, 2021 vest ratably over each of the first three anniversaries of the grant date. The RSUs granted to Dr. Sutaria on September 1, 2021 in connection with his promotion vest on August 31, 2025.

Performance-Based Restricted Stock Unit Awards. Awards designated “PRSU” reflect performance-based restricted stock unit awards under our 2019 Stock Incentive Plan. The PRSUs granted on February 24, 2021 are subject to the satisfaction of financial and stock price performance conditions further discussed on page 44. The PRSUs granted to Dr. Sutaria on September 1, 2021 in connection with his promotion are subject to satisfaction of annual performance conditions further discussed on page 39.

(2) We calculate the grant date fair value of restricted stock units based on the NYSE closing price per share of our common stock on the date of grant, which was $52.85 on February 24, 2021 and $74.99 on September 1, 2021. Performance-based restricted stock units are valued based on the probable outcome of the performance conditions at the time of grant, and are shown assuming target performance metrics are achieved.

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Executive Compensation Tables

Outstanding Equity Awards

The following table sets forth information as of December 31, 2021 with respect to outstanding equity awards granted to each of the NEOs.

Outstanding Equity Awards at 2021 Fiscal Year-End Table

			Option Awards(1)								Stock Awards
Name	GrantDate		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable			OptionExercise Price($)		OptionExpiration Date		Number of Shares or Unitsof Stock that have notVested(#)			MarketValue ofShares orUnits ofStock thathave notVested($)(2)		EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsthat have notVested(#)			EquityIncentive PlanAwards:Market orPayoutValue ofUnearned Shares,Units orOther Rightsthat havenotVested($)(2)
Ron Rittenmeyer		2/26/20										130,806	(3)		10,685,542
		2/24/21										94,608	(3)		7,728,528
Saum Sutaria		1/31/19										318,327	(4)		26,004,133
		2/27/19										47,181	(5)		3,854,216
		2/26/20										95,924	(5)		7,836,032
		2/26/20															35,972	(6)		2,938,553
		2/24/21										75,686	(5)		6,182,789
		2/24/21															113,530	(7)		9,274,266
		9/1/21										53,341	(8)		4,357,426
		9/1/21															106,682	(9)		8,714,853
Dan Cancelmi		2/27/19			61,383	(10)		28.26		2/27/29
		2/27/19										9,044	(5)		738,804
		2/26/20										29,977	(5)		2,448,821
		2/26/20															44,965	(6)		3,673,191
		2/24/21										26,018	(5)		2,125,410
		2/24/21															52,036	(7)		4,250,821
Tom Arnst		7/9/19										8,985	(11)		733,985
		6/2/20										15,077	(12)		1,231,640
		6/2/20															22,615	(6)		1,847,419
		2/24/21										14,192	(5)		1,159,344
		2/24/21															28,384	(7)		2,318,689

2022 PROXY STATEMENT 55

Executive Compensation Tables

			Option Awards(1)									Stock Awards
Name	GrantDate		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			OptionExercise Price($)		OptionExpiration Date		Number of Shares or Unitsof Stock that have notVested(#)			MarketValue ofShares orUnits ofStock thathave notVested($)(2)		EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsthat have notVested(#)			EquityIncentive PlanAwards:Market orPayoutValue ofUnearned Shares,Units orOther Rightsthat havenotVested($)(2)
Paola Arbour		5/31/18		17,205					35.43		5/31/28
		2/27/19				21,351	(10)		28.26		2/27/29
		2/27/19											3,146	(5)		256,997
		2/26/20											10,792	(5)		881,598
		2/26/20																16,188	(6)		1,322,398
		2/24/21											8,515	(5)		695,590
		2/24/21