DEF 14A of Tenet Healthcare Corp, Apr 11, 2025

DEF 14A of Tenet Healthcare Corp

Filed Apr 11, 2025 · FY20240001193125-25-079143

Open on EDGAR

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

    | Executive Compensation Tables | 62 | | 2024 Summary Compensation Table | 62 | | Grants of Plan-Based Awards During 2024 | 64 | | Outstanding Equity Awards | 66 | | Option Exercises and Stock Vested | 67 | | Nonqualified Deferred Compensation | 68 | | Potential Payments Upon Termination or Change of Control | 69 | | Pay Ratio Disclosure | 75 | | Pay Versus Performance | 76 | | Securities Authorized for Issuance Under Equity Compensation Plans | 79 | | Equity Compensation Plan Information | 79 | | Proposal 2 - Advisory Vote to Approve Executive Compensation | 80 | | Audit Committee Report | 81 | | Proposal 3 - Ratification of the Selection of Independent Registered Public Accountants | 83 | | Proposal 4 - Shareholder Proposal to Report on Strategies and Programs for Improving Maternal Health Outcomes | 84 | | General Information Regarding the Annual Meeting and Voting | 86 | | Other Information | 90 | | Appendix A: Non-GAAP Financial Measures | A-1 |

  2. Overview of Director Nominees

    Overview of Director Nominees

  3. Overview of Director Nominees

    | Name and Occupation | Independent | Age | Director Since | Number of Other Public Boards | Committee Memberships | | | | | | | | | | | AC | ESG | HR | NCG | QCE | | Saumya Sutaria, M.D. Chairman and CEO, Tenet Healthcare | | 52 | 2020 | | | | | | | | J. Robert Kerrey Lead Director, Tenet Healthcare; Managing Director, Allen & Company; Former U.S. Senator | | 81 | 2012* | | | | | | ✓ | | Vineeta Agarwala, M.D., PhD General Partner, Andreessen Horowitz (a16z) | | 38 | 2023 | | | | ✓ | | ✓ | | James L. Bierman Former President and CEO, Owens & Minor, Inc. | | 72 | 2017 | 1 | | | | ✓ | | | Roy Blunt Chairman, Leadership Advisory Strategies Group, Husch Blackwell Strategies; Former U.S. Senator; Former Member of the U.S. House of Representatives | | 75 | 2023 | | ✓ | ✓ | | ✓ | | | Richard W. Fisher Former President and CEO, Federal Reserve Bank of Dallas | | 76 | 2017 | 1 | ✓ | | ✓ | | | | Meghan M. FitzGerald, DrPH Adjunct Professor, Columbia University | | 54 | 2018 | 1 | | ✓ | | | ✓ | | Cecil D. Haney Admiral, U.S. Navy (Ret.) and Former Commander of U.S. Strategic Command and U.S. Pacific Fleet | | 69 | 2021 | 1 | ✓ | | | ✓ | | | Christopher S. Lynch Former National Partner in Charge of the Financial Services practice at KPMG, LLC | | 67 | 2019 | 1 | ✓ | | ✓ | | | | Richard J. Mark Former Chairman and President, Ameren Illinois Company | | 69 | 2017 | 1 | ✓ | ✓ | ✓ | | | | Tammy Romo Former Executive Vice President and CFO, Southwest Airlines Co. | | 62 | 2015 | | | | ✓ | | | | Stephen H. Rusckowski Former Chairman, CEO and President, Quest Diagnostics Incorporated | | 67 | 2023 | 2 | | | ✓ | | ✓ | | Nadja Y. West, M.D. Lieutenant General, U.S. Army (Ret.) and 44th Surgeon General of the U.S. Army | | 64 | 2019 | 3 | | ✓ | | ✓ | ✓ |

  4. Overview of Director Nominees

    AC: Audit Committee ESG: Environmental, Social and Governance Committee HR: Human Resources Committee NCG: Nominating and Corporate Governance Committee QCE: Quality, Compliance & Ethics Committee = Chair = Independent ✓ = Member

  5. Overview of Director Nominees

    | * Senator Kerrey served as a director from March 2001 to March 2012 prior to his appointment in November 2012. |

  6. Overview of Director Nominees

    | 2025 PROXY STATEMENT | 3 |

  7. Director Nominees’ Experience and Composition

    Director Nominees’ Experience and Composition Having an independent Board is a core element of our governance philosophy. Under our Corporate Governance Principles, at least two-thirds of the Board must consist of independent directors. Of our 13 Board nominees, 12 are independent in accordance with the requirements set forth in our Corporate Governance Principles. Moreover, our Board believes that having a mix of directors with complementary qualifications, expertise and attributes is essential to meeting its oversight responsibility. The following highlights the core skills and experience of our Board nominees:

  8. Director Nominees’ Experience and Composition

    | | Executive Leadership | | Regulatory and Public Sector | | | ●●●●●●●●●●●●● 13 | | ●●●●●●●●● 9 | | | Healthcare Industry | | Public Company Board Service | | | ●●●●●●● 7 | | ●●●●●●●●●● 10 | | | Accounting and Finance | | Cybersecurity and Information Technology | | | ●●●●● 5 | | ●●● 3 | | | Crisis and Risk Management | | | | | ●●●●●●● 7 | | |

  9. Director Nominees’ Experience and Composition

    Tenet’s Board refreshment activities have cultivated a balanced mix of backgrounds, age, tenure and viewpoints in the boardroom. The Board believes the current composition of directors contributes to strong governance and successful oversight of the Company.

  10. Director Nominees’ Experience and Composition

    | Board Composition | Gender | Ethnicity | | | | |

  11. Director Nominees’ Experience and Composition

    | Age Distribution | Tenure | | | |

  12. Director Nominees’ Experience and Composition

    | 4 | |

  13. Board Refreshment

    Board Refreshment Tenet maintains a commitment to Board refreshment practices, with seven new independent directors added since 2018, including three new independent directors added in 2023.

  14. Board Refreshment

    | 2025 PROXY STATEMENT | 5 |

  15. Corporate Governance and Board Practices

    Corporate Governance and Board Practices

  16. Corporate Governance and Board Practices

    | INDEPENDENT, EFFECTIVE BOARD OVERSIGHT | • 12 of 13 director nominees are independent • Independent Lead Director with clearly defined responsibilities • All committee chairs and members are independent • Experienced Board with varied backgrounds • Annual self-evaluation of all directors using third-party facilitator • Regular executive sessions of independent directors for Board and committee meetings • All Audit Committee members have been designated as financially literate within the meaning of the New York Stock Exchange (NYSE) listing standards, and three members are audit committee financial experts under Securities and Exchange Commission (SEC) rules • Commitment to Board refreshment practices, with five new independent directors added since 2019, including three new independent directors added in 2023 • Board and committees may hire outside advisors independently of management |

  17. Corporate Governance and Board Practices

    | SOUND CORPORATE GOVERNANCE AND BOARD PRACTICES | • “Overboarding” limits for directors • Board oversight of political contributions • Board-level oversight of ESG matters and separate ESG Committee • Annual review of Corporate Governance Principles • Anti-hedging and anti-pledging policy • Active shareholder outreach and engagement with feedback regularly reviewed by Board |

  18. Corporate Governance and Board Practices

    | SHAREHOLDER RIGHTS | • Annual election of directors • Shareholder right to call special meetings at 25% threshold • Proxy access with market standard terms • One-year limit on “poison pills” unless approved by shareholders • Single class of stock with equal voting rights • Majority vote standard and director resignation policy in uncontested elections |

  19. Corporate Governance and Board Practices

    | 6 | |

  20. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Tenet’s Board of Directors is elected annually by our shareholders. Our nominees for election include 12 independent directors and our Chief Executive Officer. The Board has selected the nominees that follow to serve as directors until the 2026 annual meeting, or until their successors are elected or appointed. Each of the nominees was last elected by the Company’s shareholders at the 2024 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.

  21. Nominees for Election to the Board of Directors

    | | The Board recommends that you vote “FOR” the election of each of the following nominees. |

  22. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 7 |

  23. Nominees for Election to the Board of Directors

    | Saumya Sutaria, M.D. Chairman | | | Chairman and Chief Executive Officer Tenet Healthcare Corporation | Director Since 2020 | | Board Committees None | Independent No Age 52 |

  24. Nominees for Election to the Board of Directors

    Career Highlights:

  25. Nominees for Election to the Board of Directors

    | • | Dr. Sutaria was appointed Chairman of the Board in August 2023. He was appointed as the Company’s Chief Executive Officer in September 2021, and as a member of the Board in November 2020. |

  26. Nominees for Election to the Board of Directors

    | • | 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. |

  27. Nominees for Election to the Board of Directors

    | • | Before joining the Company, Dr. Sutaria worked for McKinsey & Company, a global management consulting firm, for 18 years, most recently as a Senior Partner providing advisory support for hospitals, healthcare systems, physicians groups, ambulatory care models, integrated delivery, and government-led delivery, while also working with institutional investors in healthcare. |

  28. Nominees for Election to the Board of Directors

    | • | 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. |

  29. Nominees for Election to the Board of Directors

    | • | 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. |

  30. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  31. Nominees for Election to the Board of Directors

    | • | Dr. Sutaria brings tremendous experience in healthcare leadership both within Tenet and prior to joining Tenet in 2019. |

  32. Nominees for Election to the Board of Directors

    | • | 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. |

  33. Nominees for Election to the Board of Directors

    | 8 | |

  34. Nominees for Election to the Board of Directors

    | J. Robert Kerrey Lead Director | | | Managing Director Allen & Company Former U.S. Senator | Director Since March 2012* | | Board Committees Human Resources (Chair) Quality, Compliance & Ethics | Independent Yes Age 81 |

  35. Nominees for Election to the Board of Directors

    Career Highlights:

  36. Nominees for Election to the Board of Directors

    | • | Senator Kerrey is a former governor and U.S. Senator from Nebraska. |

  37. Nominees for Election to the Board of Directors

    | • | He has served as managing director at Allen & Company, an investment banking firm, since 2014. |

  38. Nominees for Election to the Board of Directors

    | • | 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. |

  39. Nominees for Election to the Board of Directors

    | • | From 2011 to 2013, Senator Kerrey was President Emeritus of The New School University in New York City, where he served as President from 2001 to 2010. |

  40. Nominees for Election to the Board of Directors

    | • | From 2011 to 2012, he served as the Chairman of M & F Worldwide Education Holdings. |

  41. Nominees for Election to the Board of Directors

    | • | From 1989 to 2000, he served as a U.S. Senator for the State of Nebraska. |

  42. Nominees for Election to the Board of Directors

    | • | Previously, Senator Kerrey was Governor of the State of Nebraska from 1982 to 1987. |

  43. Nominees for Election to the Board of Directors

    | • | Prior to public service, he founded and operated a chain of restaurants and health clubs. |

  44. Nominees for Election to the Board of Directors

    | • | 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. |

  45. Nominees for Election to the Board of Directors

    | • | He holds a degree in pharmacy from the University of Nebraska. |

  46. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  47. Nominees for Election to the Board of Directors

    | • | 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. |

  48. Nominees for Election to the Board of Directors

    | • | 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. |

  49. Nominees for Election to the Board of Directors

    | • | The Board also values Senator Kerrey’s prior service on public company boards and crisis management. |

  50. Nominees for Election to the Board of Directors

    Prior Public Company Directorships Within the Past Five Years:

  51. Nominees for Election to the Board of Directors

    | • | Lux Health Tech Acquisition Corp. |

  52. Nominees for Election to the Board of Directors

    | * Senator Kerrey served as a director from March 2001 to March 2012 prior to his appointment in November 2012. |

  53. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 9 |

  54. Nominees for Election to the Board of Directors

    | Vineeta Agarwala, M.D., PhD | | | General Partner Andreessen Horowitz (a16z) | Director Since 2023 | | Board Committees Human Resources Quality, Compliance & Ethics | Independent Yes Age 38 |

  55. Nominees for Election to the Board of Directors

    Career Highlights:

  56. Nominees for Election to the Board of Directors

    | • | Since January 2020, Dr. Agarwala has served as a General Partner at Andreessen Horowitz (a16z), a venture capital firm, where she leads investments for the firm’s Bio + Health fund across biotech and digital health. |

  57. Nominees for Election to the Board of Directors

    | • | In addition, she has served as an Adjunct Clinical Assistant Professor at Stanford University School of Medicine since 2020. |

  58. Nominees for Election to the Board of Directors

    | • | From August 2016 to June 2018, Dr. Agarwala served as Director of Product Management at Flatiron Health, where she led the company’s partnership with Foundation Medicine to integrate real-world clinical and genomic data into national-scale data products to accelerate research and development in oncology. |

  59. Nominees for Election to the Board of Directors

    | • | Between March 2015 and December 2019, she was a venture investor on the GV (Google Ventures) life sciences team. |

  60. Nominees for Election to the Board of Directors

    | • | Dr. Agarwala holds M.D. and Ph.D. degrees from Harvard Medical School / MIT, and a B.S. degree in biophysics from Stanford University. |

  61. Nominees for Election to the Board of Directors

    | • | She completed her clinical residency at Stanford and is board certified in internal medicine. |

  62. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  63. Nominees for Election to the Board of Directors

    | • | Dr. Agarwala brings to the Board a broad range of experience in the healthcare industry, including her clinical background and as an investor focused on partnering with companies leveraging unique technologies and datasets to advance drug development, personalized medicine, and novel approaches to patient care delivery. |

  64. Nominees for Election to the Board of Directors

    | • | In addition to her experience in a variety of healthcare positions, the Board values Dr. Agarwala’s expertise in innovative technologies, including applications of artificial intelligence. |

  65. Nominees for Election to the Board of Directors

    | 10 | |

  66. Nominees for Election to the Board of Directors

    | James L. Bierman | | | Former President & CEO Owens & Minor, Inc. | Director Since 2017 | | Board Committees Nominating and Corporate Governance Quality, Compliance & Ethics (Chair) | Independent Yes Age 72 |

  67. Nominees for Election to the Board of Directors

    Career Highlights:

  68. Nominees for Election to the Board of Directors

    | • | 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. |

  69. Nominees for Election to the Board of Directors

    | • | 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 Senior Vice President and Chief Financial Officer from June 2007 to April 2011. |

  70. Nominees for Election to the Board of Directors

    | • | From 2001 to 2004, Mr. Bierman served as Executive Vice President and Chief Financial Officer at Quintiles Transnational Corp. Prior to joining Quintiles Transnational, he was a partner at Arthur Andersen LLP. |

  71. Nominees for Election to the Board of Directors

    | • | Mr. Bierman earned his B.A. from Dickinson College and his M.B.A. from Cornell University’s Johnson Graduate School of Management. |

  72. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  73. Nominees for Election to the Board of Directors

    | • | Mr. Bierman brings to the Board the skillsets he developed serving in multiple leadership positions at Owens & Minor, Inc., including as Chief Executive Officer. |

  74. Nominees for Election to the Board of Directors

    | • | The Board values his significant operational and financial experience in the healthcare industry. |

  75. Nominees for Election to the Board of Directors

    Other Current Public Company Directorships:

  76. Nominees for Election to the Board of Directors

    | • | MiMedx Group, Inc. |

  77. Nominees for Election to the Board of Directors

    Prior Public Company Directorships Within the Past Five Years:

  78. Nominees for Election to the Board of Directors

    | • | KL Acquisition Corp. |

  79. Nominees for Election to the Board of Directors

    | • | Novan, Inc. |

  80. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 11 |

  81. Nominees for Election to the Board of Directors

    | Roy Blunt | | | Chairman of Leadership Advisory Strategies Husch Blackwell Strategies Former U.S. Senator | Director Since 2023 | | Board Committees Audit ESG Nominating and Corporate Governance | Independent Yes Age 75 |

  82. Nominees for Election to the Board of Directors

    Career Highlights:

  83. Nominees for Election to the Board of Directors

    | • | Senator Blunt has served as the Chairman of the Leadership Advisory Strategies group at Husch Blackwell Strategies, an advisory firm, since April 2023. |

  84. Nominees for Election to the Board of Directors

    | • | From 2011 to 2023, he served as a U.S. Senator for the State of Missouri. This includes service as Chairman of the Senate Rules Committee, as well as serving on the Senate Appropriations Committee, Senate Commerce, Science and Transportation Committee, and the Senate Select Committee on Intelligence. |

  85. Nominees for Election to the Board of Directors

    | • | He served as a member of the U.S. House of Representatives from 1997 to 2011, representing Missouri’s 7th Congressional District. |

  86. Nominees for Election to the Board of Directors

    | • | Prior to his tenure in Congress, Senator Blunt served four years as the president of Southwest Baptist University from 1993 to 1996. |

  87. Nominees for Election to the Board of Directors

    | • | Senator Blunt also served as Missouri’s Secretary of State from 1985 to 1993. |

  88. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  89. Nominees for Election to the Board of Directors

    | • | Senator Blunt’s distinguished career as an elected official, government executive and legislator, including his 25 years of experience as a former U.S. Senator and member of the U.S. House of Representatives, provides a valuable perspective to the Board on government, regulatory and public policy issues. |

  90. Nominees for Election to the Board of Directors

    | • | The Board also values Senator Blunt’s leadership experience, which includes advising U.S. Presidents and helping to pass consequential legislation for the country in healthcare and national security. |

  91. Nominees for Election to the Board of Directors

    | • | Southwest Airlines Co. |

  92. Nominees for Election to the Board of Directors

    | 12 | |

  93. Nominees for Election to the Board of Directors

    | Richard W. Fisher | | | Former President & CEO Federal Reserve Bank of Dallas | Director Since 2017 | | Board Committees Audit ESG (Chair) Human Resources | Independent Yes Age 76 |

  94. Nominees for Election to the Board of Directors

    Career Highlights:

  95. Nominees for Election to the Board of Directors

    | • | 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. |

  96. Nominees for Election to the Board of Directors

    | • | Previously, from 2001 to 2005, he was Vice Chairman of Kissinger McLarty Associates, a strategic advisory firm. |

  97. Nominees for Election to the Board of Directors

    | • | From 1997 to 2001, Mr. Fisher served as Deputy U.S. Trade Representative with the rank of Ambassador. |

  98. Nominees for Election to the Board of Directors

    | • | Over the last 10 years, Mr. Fisher has served in a number of advisory roles, including Senior Advisor for Barclays PLC, a leading investment bank, from 2015 to 2024; most recently, he was appointed as a Senior Advisor for Jeffries Financial Group Inc. in April 2024 and as a Senior Advisor to the Texas Stock Exchange (TXSE) in July 2024. |

  99. Nominees for Election to the Board of Directors

    | • | He has also served as a Trustee of the University of Texas Southwestern Medical Foundation. |

  100. Nominees for Election to the Board of Directors

    | • | Mr. Fisher received his B.A. in economics from Harvard University and earned his M.B.A. from Stanford University. |

  101. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  102. Nominees for Election to the Board of Directors

    | • | Mr. Fisher offers valuable financial and policy perspectives from his experience as President and Chief Executive Officer of the Dallas Federal Reserve and from his service on the board of directors of public companies that include AT&T Inc., PepsiCo, Inc. and Warner Bros. Discovery, Inc. |

  103. Nominees for Election to the Board of Directors

    | • | The Board values his insight in public finance, trade, technology and risk management. |

  104. Nominees for Election to the Board of Directors

    Other Current Public Company Directorships:

  105. Nominees for Election to the Board of Directors

    | • | Warner Bros. Discovery, Inc. |

  106. Nominees for Election to the Board of Directors

    Prior Public Company Directorships Within the Past Five Years:

  107. Nominees for Election to the Board of Directors

    | • | AT&T Inc. |

  108. Nominees for Election to the Board of Directors

    | • | Beneficient |

  109. Nominees for Election to the Board of Directors

    | • | PepsiCo, Inc. |

  110. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 13 |

  111. Nominees for Election to the Board of Directors

    | Meghan M. FitzGerald, DrPH | | | Adjunct Professor Columbia University | Director Since 2018 | | Board Committees ESG Nominating and Corporate Governance (Chair) Quality, Compliance & Ethics | Independent Yes Age 54 |

  112. Nominees for Election to the Board of Directors

    Career Highlights:

  113. Nominees for Election to the Board of Directors

    | • | Ms. FitzGerald is a private equity investor, and she serves as an advisor to several firms, including Goldman Sachs, TowerBrook and Wellspring Capital, a private equity firm focused on leveraged buyout investments. |

  114. Nominees for Election to the Board of Directors

    | • | In addition, she serves as an Adjunct Professor of Health Policy at Columbia University, a private university. |

  115. Nominees for Election to the Board of Directors

    | • | Ms. FitzGerald served from December 2016 to January 2020 as the CEO and managing partner at Letter One’s inaugural health vehicle. |

  116. Nominees for Election to the Board of Directors

    | • | Prior to that, she served for nearly 20 years as an operator and strategist working for many healthcare firms, including Merck, Pfizer and Medco. |

  117. Nominees for Election to the Board of Directors

    | • | 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. |

  118. Nominees for Election to the Board of Directors

    | • | Ms. FitzGerald also previously served as a director of Thimble Point Acquisition Corp. from February to December 2021 and Arix Bioscience plc from 2017 to 2019. |

  119. Nominees for Election to the Board of Directors

    | • | She is the founder of K2HealthVentures, a life science investment fund. |

  120. Nominees for Election to the Board of Directors

    | • | 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. |

  121. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  122. Nominees for Election to the Board of Directors

    | • | 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. |

  123. Nominees for Election to the Board of Directors

    Other Current Public Company Directorships:

  124. Nominees for Election to the Board of Directors

    | • | Roivant Sciences Ltd. |

  125. Nominees for Election to the Board of Directors

    | • | Thimble Point Acquisition Corp. |

  126. Nominees for Election to the Board of Directors

    | 14 | |

  127. Nominees for Election to the Board of Directors

    | Cecil D. Haney | | | Retired Four-Star Admiral U.S. Navy | Director Since 2021 | | Board Committees Audit Nominating and Corporate Governance | Independent Yes Age 69 |

  128. Nominees for Election to the Board of Directors

    Career Highlights:

  129. Nominees for Election to the Board of Directors

    | • | Admiral Haney is a retired four-star Admiral, who completed 38 years of service in the U.S. Navy in 2017. |

  130. Nominees for Election to the Board of Directors

    | • | 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. |

  131. Nominees for Election to the Board of Directors

    | • | 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. |

  132. Nominees for Election to the Board of Directors

    | • | 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. |

  133. Nominees for Election to the Board of Directors

    | • | He also serves as Chairman of the Board of Directors for the Military Child Education Coalition. |

  134. Nominees for Election to the Board of Directors

    | • | 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. |

  135. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  136. Nominees for Election to the Board of Directors

    | • | The Board values Admiral Haney’s leadership experience as a former four-star Admiral in the U.S. Navy. |

  137. Nominees for Election to the Board of Directors

    | • | He brings to the Board valuable insights into cybersecurity, systems planning, and crisis and risk management. |

  138. Nominees for Election to the Board of Directors

    | • | General Dynamics Corporation |

  139. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 15 |

  140. Nominees for Election to the Board of Directors

    | Christopher S. Lynch | | | Retired National Partner KPMG, LLC | Director Since 2019 | | Board Committees Audit Human Resources | Independent Yes Age 67 |

  141. Nominees for Election to the Board of Directors

    Career Highlights:

  142. Nominees for Election to the Board of Directors

    | • | Mr. Lynch served as National Partner in Charge of the Financial Services practice at KPMG, LLC from 2004 until his retirement in 2007. |

  143. Nominees for Election to the Board of Directors

    | • | 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. |

  144. Nominees for Election to the Board of Directors

    | • | From 2009 to 2022, he served as an independent director of American International Group, Inc. (AIG). |

  145. Nominees for Election to the Board of Directors

    | • | 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. |

  146. Nominees for Election to the Board of Directors

    | • | 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. |

  147. Nominees for Election to the Board of Directors

    | • | 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. |

  148. Nominees for Election to the Board of Directors

    | • | He received a Bachelor of Science in Accounting and Business Administration from the University of Kansas. |

  149. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  150. Nominees for Election to the Board of Directors

    | • | The Board values Mr. Lynch’s deep accounting, financial, transactional and corporate governance experience, including serving in leadership positions at KPMG and chairing audit committees at two highly regulated public companies. |

  151. Nominees for Election to the Board of Directors

    Other Current Public Company Directorships:

  152. Nominees for Election to the Board of Directors

    | • | Corebridge Financial, Inc. |

  153. Nominees for Election to the Board of Directors

    | • | American International Group, Inc. |

  154. Nominees for Election to the Board of Directors

    | 16 | |

  155. Nominees for Election to the Board of Directors

    | Richard J. Mark | | | Former Chairman & President Ameren Illinois Company | Director Since 2017 | | Board Committees Audit ESG Human Resources | Independent Yes Age 69 |

  156. Nominees for Election to the Board of Directors

    Career Highlights:

  157. Nominees for Election to the Board of Directors

    | • | Mr. Mark retired in August 2022 as Chairman and President of Ameren Illinois Company, a multi-billion dollar energy and utility company responsible for electric and natural gas distribution to more than 1.2 million electric and 800,000 natural gas customers in Illinois. |

  158. Nominees for Election to the Board of Directors

    | • | He joined Ameren in 2002 as Vice President of Customer Service before moving up to various senior management roles. |

  159. Nominees for Election to the Board of Directors

    | • | Before joining Ameren, Mr. Mark 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. |

  160. Nominees for Election to the Board of Directors

    | • | He served as Director of Union Electric Company from 2005 until 2012 and was Chairman of Ameren Illinois (both subsidiaries of Ameren Corporation) from 2012 to 2022. |

  161. Nominees for Election to the Board of Directors

    | • | Mr. Mark earned his B.S. from Iowa State University and his M.S. from National Louis University. |

  162. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  163. Nominees for Election to the Board of Directors

    | • | Mr. Mark offers the Board extensive experience as former Chairman and President of Ameren Illinois, a company in a highly regulated industry, in addition to multiple leadership positions at an acute care hospital, including service as Chief Executive Officer. |

  164. Nominees for Election to the Board of Directors

    | • | Sempra |

  165. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 17 |

  166. Nominees for Election to the Board of Directors

    | Tammy Romo | | | Former Executive Vice President & CFO Southwest Airlines Co. | Director Since 2015 | | Board Committees Audit (Chair) Human Resources | Independent Yes Age 62 |

  167. Nominees for Election to the Board of Directors

    Career Highlights:

  168. Nominees for Election to the Board of Directors

    | • | Ms. Romo retired in April 2025 as Executive Vice President and Chief Financial Officer of Southwest Airlines Co., a major passenger airline, where she was responsible for corporate strategy and overall finance activities, including reporting, accounting, investor relations, treasury, tax, corporate planning, and financial planning and analysis. She also oversaw supply chain management. |

  169. Nominees for Election to the Board of Directors

    | • | 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. |

  170. Nominees for Election to the Board of Directors

    | • | Before joining Southwest Airlines in 1991, Ms. Romo was an audit manager at Coopers & Lybrand, LLP. |

  171. Nominees for Election to the Board of Directors

    | • | Ms. Romo is currently a member of the McCombs School of Business Advisory Council at the University of Texas at Austin. |

  172. Nominees for Election to the Board of Directors

    | • | 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. |

  173. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  174. Nominees for Election to the Board of Directors

    | • | Ms. Romo brings to the Board her prior experience as Executive Vice President and Chief Financial Officer of Southwest Airlines, where she oversaw a broad range of financial activities. |

  175. Nominees for Election to the Board of Directors

    | • | The Board values her deep knowledge of accounting and financial matters, in addition to her understanding of risk management. |

  176. Nominees for Election to the Board of Directors

    | 18 | |

  177. Nominees for Election to the Board of Directors

    | Stephen H. Rusckowski | | | Former Chairman, CEO and President Quest Diagnostics Incorporated | Director Since 2023 | | Board Committees Human Resources Quality, Compliance & Ethics | Independent Yes Age 67 |

  178. Nominees for Election to the Board of Directors

    Career Highlights:

  179. Nominees for Election to the Board of Directors

    | • | Mr. Rusckowski served as Chief Executive Officer and President of Quest Diagnostics Incorporated, a diagnostic information services company, from 2012 until 2022. |

  180. Nominees for Election to the Board of Directors

    | • | He also served as Chairman of the Board of Quest Diagnostics from January 2017 through March 2023. |

  181. Nominees for Election to the Board of Directors

    | • | From 2006 to 2012, Mr. Rusckowski served as the Chief Executive Officer of Philips Healthcare and a member of the Board of Management of Royal Philips Electronics and its executive committee. |

  182. Nominees for Election to the Board of Directors

    | • | He joined Philips Healthcare when it acquired Agilent’s Healthcare Solutions Group in 2001 and was the CEO of Philips Imaging Systems business group before becoming Chief Executive Officer of Philips Healthcare. |

  183. Nominees for Election to the Board of Directors

    | • | Mr. Rusckowski earned a bachelor’s degree in mechanical engineering from Worcester Polytechnic Institute and a Master of Management Science from the Massachusetts Institute of Technology’s Sloan School of Management. |

  184. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  185. Nominees for Election to the Board of Directors

    | • | Mr. Rusckowski offers the Board extensive executive experience as a former CEO, including expertise in strategic planning and operations, with multinational corporations operating in the healthcare industry. |

  186. Nominees for Election to the Board of Directors

    Other Current Public Company Directorships:

  187. Nominees for Election to the Board of Directors

    | • | Baxter International Inc. |

  188. Nominees for Election to the Board of Directors

    | • | Qiagen N.V. |

  189. Nominees for Election to the Board of Directors

    | • | Quest Diagnostics Incorporated |

  190. Nominees for Election to the Board of Directors

    | 2025 PROXY STATEMENT | 19 |

  191. Nominees for Election to the Board of Directors

    | Nadja Y. West, M.D. | | | Retired Lieutenant General and 44th Surgeon General U.S. Army | Director Since 2019 | | Board Committees ESG Nominating and Corporate Governance Quality, Compliance & Ethics | Independent Yes Age 64 |

  192. Nominees for Election to the Board of Directors

    Career Highlights:

  193. Nominees for Election to the Board of Directors

    | • | 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. |

  194. Nominees for Election to the Board of Directors

    | • | 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. |

  195. Nominees for Election to the Board of Directors

    | • | Dr. West has served in combat deployment, as well as in leadership positions in multiple hospitals, both in the United States and abroad. |

  196. Nominees for Election to the Board of Directors

    | • | 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. |

  197. Nominees for Election to the Board of Directors

    | • | She has served as an independent director of Nucor Corporation since 2019 and Johnson & Johnson since 2020. |

  198. Nominees for Election to the Board of Directors

    | • | 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. |

  199. Nominees for Election to the Board of Directors

    | • | 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. |

  200. Nominees for Election to the Board of Directors

    | • | She has completed residencies in both family medicine and dermatology. |

  201. Nominees for Election to the Board of Directors

    Skills and Qualifications:

  202. Nominees for Election to the Board of Directors

    | • | The Board values Dr. West’s comprehensive experience in healthcare, including her service as the 44th Surgeon General of the U.S. Army. |

  203. Nominees for Election to the Board of Directors

    | • | Her experience in a variety of healthcare leadership positions and her clinical background offer the Board valuable perspectives on healthcare delivery, policy, and crisis and risk management. |

  204. Nominees for Election to the Board of Directors

    Other Current Public Company Directorships:

  205. Nominees for Election to the Board of Directors

    | • | Johnson & Johnson |

  206. Nominees for Election to the Board of Directors

    | • | Nucor Corporation |

  207. Nominees for Election to the Board of Directors

    | • | Tempus AI, Inc. |

  208. Nominees for Election to the Board of Directors

    | 20 | |

  209. Director Nominees’ Qualifications and Experience

    Director Nominees’ Qualifications and Experience Based on the review process described above, the Governance Committee concluded that our 13 director nominees possess the experience, skills and other characteristics best suited to meet the needs of the Board and the Company in light of our current business and operating environment. The following table highlights several core skills and experiences of our current nominees, in addition to those described in the director biographies under “Nominees for Election to the Board of Directors” beginning on page 7.

  210. Director Nominees’ Qualifications and Experience

    | | Executive Leadership | | Regulatory and Public Sector | | | ●●●●●●●●●●●●● 13 | | ●●●●●●●●● 9 | | | Healthcare Industry | | Public Company Board Service | | | ●●●●●●● 7 | | ●●●●●●●●●● 10 | | | Accounting and Finance | | Cybersecurity and Information Technology | | | ●●●●● 5 | | ●●● 3 | | | Crisis and Risk Management | | | | | ●●●●●●● 7 | | |

  211. Director Nominees’ Qualifications and Experience

    Personal Qualities and Attributes. 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 group of individuals of differing ages, genders, ethnicities and backgrounds. Four of our 13 director nominees are women, and Ms. Romo and Ms. FitzGerald chair our Audit and Governance committees, respectively. Special Considerations Regarding Service on Other Boards. Our directors must seek the approval of the Governance Committee prior to serving on another public company’s board. In addition, the Governance Committee limits the number of public boards on which a director may serve in addition to our Board to three, or two in the case of directors currently serving as chief executive officers or in equivalent positions of public companies. All of the Company’s directors are in compliance with these requirements. Dr. Sutaria does not serve on any other public company board.

  212. 2024 Director Compensation Table

    2024 Director Compensation Table

  213. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | J. Robert Kerrey | 296,500 | 250,092 | 546,592 | | Vineeta Agarwala, M.D., PhD | 109,207 | 200,048 | 309,255 | | James L. Bierman | 146,000 | 200,048 | 346,048 | | Roy Blunt | 140,500 | 200,048 | 340,548 | | Richard W. Fisher | 160,000 | 200,048 | 360,048 | | Meghan M. FitzGerald, DrPH | 150,000 | 200,048 | 350,048 | | Cecil D. Haney | 136,500 | 200,048 | 336,548 | | Christopher S. Lynch | 140,500 | 200,048 | 340,548 | | Richard J. Mark | 144,500 | 200,048 | 344,548 | | Tammy Romo | 165,500 | 200,048 | 365,548 | | Stephen H. Rusckowski | 134,571 | 200,048 | 334,619 | | Nadja Y. West, M.D. | 132,500 | 200,048 | 332,548 |

  214. 2024 Director Compensation Table

    | (1) Values in this column represent the grant date fair value of annual RSU grants for 2024-2025 board service calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC Topic 718). We calculate the grant date fair value of time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $128.98 on May 23, 2024. In accordance with the 2024 annual compensation program, each non-employee director received a grant of 1,551 RSUs under the program, and Senator Kerrey was granted an additional 388 RSUs in respect of his service as Lead Director. |

  215. 2024 Director Compensation Table

    | (2) As of December 31, 2024, each non-employee director other than Senator Kerrey held 1,551 unvested RSUs. As of December 31, 2024, Senator Kerrey held 1,939 unvested RSUs. All other RSUs held by the non-employee directors as of December 31, 2024 were fully vested. |

  216. 2024 Compensation Program Highlights

    | 2024 Annual Incentive Plan Payouts | In February 2025, the HR Committee approved final payouts under our 2024 Annual Incentive Plan, with corporate performance achieved at 200% of target. Final payouts for our NEOs ranged from 220% to 300% of target payout levels after application of each officer’s individual performance multiplier. | | 2024 LTI Program Awards | In February 2024, the HR Committee approved 2024 Long-Term Incentive (LTI) awards for executive officers comprised of the following RSUs: • 50% time-based awards vesting ratably over three years (40% for Dr. Sutaria); and • 50% performance-based awards earned over a three-year period based on the achievement of Adjusted EPS* and Adjusted Free Cash Flow* minus cash distributions paid to noncontrolling interests (“NCI”) (Adjusted FCF Less NCI) (60% for Dr. Sutaria). 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 multiplier. | | 2022 Performance Based RSUs | In February 2025, the HR Committee certified final achievement of the 2022 performance-based RSUs granted to the NEOs, with such awards earned at 199.7% of target as a result of exceeding the target Adjusted EPS goal for 2022, below threshold achievement for the Adjusted FCF Less NCI goal for 2022, exceeding the maximum target for each applicable performance goal for 2023 and 2024, and cumulative Relative TSR ranking first against three direct competitors, resulting in application of the +25% multiplier. |

  217. Best Practices Support Strong Compensation Governance

    | | Actively engage with investors | | Emphasize pay-for-performance | | | Maintain stock ownership and retention requirements for executives and non-employee directors | | No backdating stock option grants or repricing of underwater stock options without shareholder approval | | | Conduct annual compensation risk assessments | | Retain an independent compensation consultant | | | Cap payouts under our annual incentive plans and performance-based RSU awards | | Directors and executive officers cannot hedge or pledge Company securities | | | No excise tax gross-ups on change-in-control severance benefits | | No current dividend payments on unvested equity awards | | | No excessive perquisites | | |

  218. Compensation Elements Link Pay with Performance

    | Element | Description | Purpose | | Base Salary | • Fixed cash compensation set annually • Based on market data, individual performance, internal pay equity, and the scope and complexity of the officer’s role | • Attracts and retains talented executives with competitive fixed pay | | Annual Incentive Plan | • Compensation tied to achievement of annual performance goals • Target award amounts increase with executive’s level of influence on business outcomes and reflect individual performance and internal equity | • Motivates and rewards executives for meeting or exceeding annual goals that drive long-term growth • Challenging, objective performance metrics set annually based on the Company’s business plans | | Long-Term Incentive Compensation | | | | Performance- Based RSUs | • Performance-based RSUs cliff vest after a three-year performance period based one-half on Adjusted EPS* and one-half on Adjusted FCF Less NCI*; these goals are established at the beginning of each year within the three-year performance period • Relative TSR multiplier is measured over the full three-year performance period and may reduce or increase earned payouts by 25% • Represents 60% of Dr. Sutaria’s 2024 target LTI awards and 50% of each other NEO’s 2024 target LTI award | • 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 have weakened retentive value in the event of a single year of below-threshold performance or windfall value in the event of a single year of superior performance • Applying the Relative TSR multiplier over the full performance 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 • Represents 40% of Dr. Sutaria’s 2024 target LTI awards and 50% of each other NEO’s 2024 target LTI award | • Aligns economic interests of executives and shareholders through equity ownership • Provides strong retentive value |

  219. Dr. Sutaria Employment Agreement

    Dr. Sutaria Employment Agreement On January 23, 2025, we entered into an amended and restated employment agreement with Dr. Sutaria (the “Sutaria Agreement”), which replaced his prior amended and restated employment agreement with the Company (the “Prior Sutaria Agreement”). The Sutaria Agreement provides for an initial term commencing on the effective date and concluding December 31, 2028, with automatic extensions for successive one-year terms unless either party provides advance notice of an intention not to renew and subject to earlier termination in accordance with the terms of the agreement. The Sutaria Agreement provides for (i) an annual base salary of $1,500,000 (subject to increases from time to time), (ii) a target annual incentive bonus under the AIP beginning in 2025 of no less than 200% of Dr. Sutaria’s base salary and (iii) an annual Company contribution to the Company’s Executive Retirement Account (a non-qualified deferred compensation plan described further on page 69) of no less than $250,000. The Sutaria Agreement also provides for the grant of a one-time LTI award with a target value of $18 million as a signing and retention incentive on the effective date. The retention LTI award was granted 40% in time-based RSUs that vest ratably over four years based on continued service and 60% in performance-based RSUs that vest at 0% to 250% of target following a four-year performance period beginning January 1, 2025 and ending December 31, 2028. The performance-based RSUs will be subject to achievement of the same annual performance metrics applicable to the annual performance-based RSUs for each year during the performance period, subject to a cumulative four-year Relative TSR performance modifier. Dr. Sutaria will also continue to be eligible to receive annual awards of equity and other LTI awards, which will vest on the same basis as equity and other LTI awards granted to other Company executives. The Sutaria Agreement includes severance payments and benefits in the event of a qualifying termination, which are unchanged from the severance payments and benefits provided under the Prior Sutaria Agreement, as described in further detail on page 69.

  220. Annual Incentive Plan

    Annual Incentive Plan Our Annual Incentive Plan (AIP) provides annual cash incentives to our executives that drive financial, operational and individual performance. The program is designed to motivate executives to meet objectives that matter to our investors and align with the Company’s long-term strategy. To that end, the HR Committee selects financial and operational metrics that our executives are

  221. Annual Incentive Plan

    | 50 | |

  222. Annual Incentive Plan

    able to directly influence with challenging targets so that, in order to pay out, the Company must meet the goals communicated to shareholders. The AIP also includes (i) an individual performance component to focus directly on the contributions of each NEO and to reflect performance on qualitative factors like leadership, integrity, promotion of Company values, and positive influence on Company culture, and (ii) a quality and compliance multiplier that promotes a culture of quality and compliance by rewarding or penalizing executives for clinical events, adherence to policies and procedures, and audit results. Final individual payouts under the AIP are determined as follows:

  223. 2024 Target Annual Incentive Award Levels for Named Executive Officers

    2024 Target Annual Incentive Award Levels for Named Executive Officers In 2024, the HR Committee approved the following target bonus award levels for each NEO. In consideration of the data provided by our independent compensation consultant, no changes were made to target bonuses for the 2024 AIP.

  224. 2024 Target Annual Incentive Award Levels for Named Executive Officers

    | Named Executive Officer | Target Award Relative to Base Salary | | Saum Sutaria | 150% | | Sun Park | 100% | | Tom Arnst | 75% | | Lisa Foo | 75% | | Paola Arbour | 75% |

  225. 2024 AIP Performance Metrics and Results

    2024 AIP Performance Metrics and Results Funding for the 2024 AIP pool was based on the Company’s total annual Adjusted EBITDA (weighted 70%) and Adjusted FCF Less NCI (weighted 30%). Payout of each of these metrics could range from 0% to 200% depending on performance. The HR Committee continued to use Adjusted EBITDA as the most significant metric because it remains the primary measure used by financial analysts and investors to judge the Company’s financial performance. The HR Committee also continued to use Adjusted FCF Less NCI as a metric because it captures the Company’s ability to sustainably generate cash that can be used for the Company’s long-term strategic goals, which may include acquisitions, investments in joint ventures, and/or repurchases of outstanding equity or debt securities, as well as other general corporate purposes. Furthermore, free cash flow generation allows the Company to fund growth without raising additional debt and can also be used to retire existing indebtedness, both of which enhance long-term shareholder value. Given the importance of Adjusted FCF Less NCI to both short-term and long-term value creation for shareholders, the HR Committee decided to continue using it in both the 2024 AIP and LTI programs. The HR Committee is focused on establishing corporate performance metrics that are challenging, but achievable, and in line with the Company’s public outlook guidance, with the threshold level based on the low end of the range provided and the maximum level based on the high end of the range provided. As a result, targets for 2024 were set below 2023 results in light of anticipated reductions from certain hospital divestitures and reductions in government program payments, including the expiration of COVID-19 relief programs.

  226. 2024 AIP Performance Metrics and Results

    | 2025 PROXY STATEMENT | 51 |

  227. 2024 AIP Performance Metrics and Results

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

  228. 2024 AIP Performance Metrics and Results

    | Metric | Threshold Target Maximum Level Level Level | Actual Performance | Percentage of Target | Weighted Payout | | Adjusted EBITDA(1) | | $3.995 B | 200% | 140% | | Adjusted FCF Less NCI(2) | | $588 M | 200% | 60% | | Final Funding Pool | | | 200% of Target | |

  229. 2024 AIP Performance Metrics and Results

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

  230. 2024 AIP Performance Metrics and Results

    | (2) Adjusted Free Cash Flow (see Appendix A for definition) minus cash distributions paid to NCI as reflected on the Company’s consolidated statements of cash flows and actual performance reflects adjustments made at the discretion of the HR Committee after considering certain items that impacted cash flows in 2024. |

  231. 2024 AIP Payouts

    2024 AIP Payouts The table below shows target and actual AIP awards earned by each NEO for 2024.

  232. 2024 AIP Payouts

    | Named Executive Officer | Target AIP Payout | Calculated AIP Payout | Individual Performance Multiplier | Compliance Modifier | 2024 Actual AIP Payout | | Saum Sutaria | $2,250,000 | $4,500,000 | 150% | 0% | $6,750,000 | | Sun Park | $700,000 | $1,400,000 | 110% | 0% | $1,540,000 | | Tom Arnst | $487,500 | $975,000 | 150% | 0% | $1,462,000 | | Lisa Foo | $487,500 | $975,000 | 150% | 0% | $1,462,000 | | Paola Arbour | $412,500 | $825,000 | 125% | 0% | $1,031,250 |

  233. Retention Bonuses

    Retention Bonuses In consideration of each NEO’s contributions to the Company and to serve as a key retention incentive, the HR Committee approved the grant of cash retention bonuses of $500,000 to each NEO in June 2024. In the event the NEO resigns without good reason or is terminated for cause prior to June 21, 2026, the NEO will be required to repay the full amount of the cash retention bonus.

  234. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  235. 2024 Annual LTI Awards

    2024 Annual LTI Awards In 2024, annual LTI compensation for executive officers was granted entirely in RSUs, comprised of time-based awards vesting ratably over three years and performance-based awards earned over a three-year performance period. In order to further enhance alignment between LTI compensation and the interests of our shareholders, the HR Committee determined that the LTI awards for the Chairman and CEO would be granted 60% in performance-based RSUs and 40% in time-based RSUs, while the LTI awards for the remaining NEOs would remain at an equal split between time-based RSUs and performance-based RSUs. The HR Committee believes that the Company’s long-term incentive compensation program provides alignment of management’s incentives with shareholder interests and encourages sustained value creation for shareholders.

  236. 2024 Annual LTI Awards

    | 54 | |

  237. 2024 Annual LTI Awards

    | Performance-Based RSUs (60% for Dr. Sutaria; 50% for Other NEOs) | • Earned based on Adjusted FCF Less NCI and Adjusted EPS, with goals set annually to reflect current conditions and business strategy with below threshold (0%), threshold (50%), target (100%), and max (200%) • Subject to Relative TSR multiplier based on performance over the entire performance period (+/- 25% based on cumulative performance versus direct peers) | | Time-Based RSUs (40% for Dr. Sutaria; 50% for Other NEOs) | • Solely subject to service-based vesting and forfeiture conditions • Awards directly align executive and shareholder interests while encouraging retention throughout the three-year ratable vesting cycle |

  238. 2024 Annual LTI Awards

    | Performance Metrics | Rationale and Description | | Adjusted Earnings Per Share | • Key metric for our shareholders because our Adjusted EPS drives share price performance • Measures the Company’s per-share profitability, excluding certain gains and losses | | Adjusted Free Cash Flow Less 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, repurchases of outstanding equity or debt securities and/or repaying debt | | Relative Total Shareholder Return | • Comparing the Company’s share price performance to peer companies rewards management’s ability to deliver above-market returns to long-term shareholders • Measures the Company’s shareholder return against its three direct publicly traded hospital company peers: Community Health Systems, HCA Healthcare and Universal Health Services • Three-year Relative TSR multiplier applied to full three-year performance period and measured relative to the three hospital company peers named above, with the payout percentage earned for financial performance multiplied by 125% for ranking first, no change for second or third, and 75% for fourth (subject to an overall maximum payout percentage of 250% of target for 2024) |

  239. 2024 Annual LTI Awards

    | 2025 PROXY STATEMENT | 55 |

  240. 2024 LTI Grant Values for Named Executive Officers

    2024 LTI Grant Values for Named Executive Officers The following table summarizes the total target grant value of LTI awards granted in February 2024 to each of our NEOs. In determining target grant values for the 2024 LTI awards, the HR Committee determined to increase Dr. Sutaria’s target by approximately $2 million and the target for each of Mr. Arnst and Ms. Foo by approximately $1 million in recognition of individual performance and contributions to the Company.

  241. 2024 LTI Grant Values for Named Executive Officers

    | Named Executive Officer | Performance- Based RSUs(1)(2) | Time-Based RSUs(2) | Total 2024 LTI Grant Value | | Saum Sutaria | $9,000,068 | $6,000,045 | $15,000,113 | | Sun Park | $1,250,061 | $1,250,061 | $2,500,122 | | Tom Arnst | $1,500,056 | $1,500,056 | $3,000,112 | | Lisa Foo | $1,250,061 | $1,250,061 | $2,500,122 | | Paola Arbour | $500,078 | $500,078 | $1,000,156 |

  242. 2024 LTI Grant Values for Named Executive Officers

    | (1) Assumes target level performance for the full performance-based RSU grant, which includes portions of the award for which there is not a grant date fair value for purposes of Accounting Standards Codification (ASC) Topic 718, as the applicable performance conditions had not yet been established at the time of grant. |

  243. 2024 LTI Grant Values for Named Executive Officers

    | (2) Value is based on the NYSE closing price per share ($89.22) of our common stock on the date of grant (February 28, 2024). |

  244. 2024 LTI Grant Values for Named Executive Officers

    The Company will disclose its achievement against the applicable performance metrics for the 2024 Performance-Based RSUs following completion of the three-year performance period.

  245. Results of 2022 LTI Awards

    Results of 2022 LTI Awards The performance-based RSUs granted in February 2022 were divided into three equal one-year tranches, with performance in each year measured based on Adjusted EPS performance (weighted 50%) and Adjusted FCF Less NCI performance (weighted 50%), with a multiplier based on Relative TSR measured over the full three-year performance period that adjusts the total payout by +/- 25%. These grants vested in February 2025 following the HR Committee’s certification of the Company’s achievement under the performance metrics. The following table shows the Company’s results under the 2022 performance-based RSUs over the three-year performance period ended December 31, 2024.

  246. Results of 2022 LTI Awards

    | | FY 2022 | | | FY 2023 | | | FY 2024 | | | | Performance Factor | Threshold (0%) | Target (100%) | Maximum (200%) | Threshold (0%) | Target (100%) | Maximum (200%) | Threshold (0%) | Target (100%) | Maximum (200%) | | Adjusted EPS | $5.86 | $6.45 | $7.05 | $4.68 | $5.27 | $5.85 | $5.76 | $6.33 | $6.90 | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | | Result: $6.80 | | | Result: $6.98 | | | Result: $11.88 | | | | Adjusted FCF Less NCI | $65M | $145M | $225M | $660M | $740M | $820M | $300M | $375M | $450M | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | | Result: $(24)M | | | Result: $1.183B | | | Result: $588M | | | | Result | | 79% | | | 200% | | | 200% | | | Relative TSR Multiplier | | | | (125% for 1st / 75% for 4th) Result: 1st Place — 125% multiplier | | | | | | | Final Result | | | | | 199.7% | | | | |

  247. Results of 2022 LTI Awards

    | 56 | |

  248. Independent Compensation Consultant

    Independent Compensation Consultant The HR Committee engaged Meridian Compensation Partners, LLC (the “Consultant”) as its independent compensation consultant in 2024 to assist the HR Committee with its duties. The Consultant participated in or provided input with respect to all meetings of the HR Committee and regularly communicated with the HR Committee chair, who also serves as our Lead Director. This year, the Consultant’s services included:

  249. Independent Compensation Consultant

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

  250. Independent Compensation Consultant

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

  251. Independent Compensation Consultant

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

  252. Independent Compensation Consultant

    | • | Advising on the parameters for the 2024 AIP and 2024 LTI program; and |

  253. Independent Compensation Consultant

    | • | Providing recommendations on the structure and competitiveness of compensation for our Chairman and CEO. |

  254. Independent Compensation Consultant

    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 the Consultant provides to management is disclosed to the HR Committee. To safeguard the independence of the Consultant:

  255. Independent Compensation Consultant

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

  256. Independent Compensation Consultant

    | • | The Consultant reports directly to the HR Committee and has direct access to the HR Committee chair during and between meetings; and |

  257. Independent Compensation Consultant

    | • | The Consultant provides no services to the Company or management, except as related to executing the provisions of the HR Committee Charter, and with the knowledge and approval of the HR Committee chair. |

  258. Independent Compensation Consultant

    The HR Committee has assessed the independence of the Consultant engaged during 2024 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.

  259. Benchmarking Against Peer Companies

    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 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.

  260. 2024 Peer Group

    2024 Peer Group The Company currently has only three direct, publicly traded hospital company peers: Community Health Systems, Inc., HCA Healthcare, Inc. and Universal Health Services, Inc. As a result, in consultation with the Consultant, the HR Committee followed an objective selection process that looked to related industry segments with companies approximating Tenet in revenues, market capitalization, enterprise value and number of employees to ensure we retained a sufficiently large and appropriate peer group. In connection with the HR Committee’s review in August 2023, no changes were made for Tenet’s peer group for 2024.

  261. 2024 Peer Group

    | 2025 PROXY STATEMENT | 57 |

  262. 2024 Peer Group

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

  263. 2024 Peer Group

    | The following chart illustrates Tenet’s size compared to the 2024 peer group median of revenues, enterprise value and number of employees, using data provided to the HR Committee by the Consultant in August 2023. |

  264. Executive Severance Plan

    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.

  265. Executive Severance Plan

    | 58 | |

  266. Executive Severance Plan

    Each of the NEOs, other than Dr. Sutaria, would have been eligible to receive severance benefits under the ESP had they experienced a qualifying termination during 2024. The severance periods for the Company’s NEOs under the ESP were determined by the HR Committee based on (1) past company practice, (2) competitive data the Consultant provided regarding the severance periods in place for executives of similar-sized companies and other healthcare peers, and (3) the HR Committee’s analysis of the financial impact of various severance compensation scenarios on each of these executives and the Company. Provisions in the ESP and related severance agreements regarding non-competition, confidentiality, non-disparagement and non-solicitation as a condition of receipt of severance benefits under the ESP remain in effect for at least the period during which the severed executive is entitled to receive severance payments. A more detailed description of the ESP is contained in “Potential Payments Upon Termination or Change of Control” beginning on page 69.

  267. Equity Grant Timing and Stock Option Exercise Prices

    Equity Grant Timing and Stock Option Exercise Prices Historically, we have made annual equity awards to NEOs and other employees during the first quarter of the year in connection with annual executive compensation decisions. In accordance with the terms of our equity plans, the grant date of these awards is the date the HR Committee approves the grant, which usually occurs at a meeting scheduled more than one year in advance. We may occasionally grant equity awards to newly hired employees, employees who have been promoted, or for special recognition, retention or other purposes outside of the annual grant process. For equity grants awarded outside of the annual grant cycle, the grant date generally is the first or 15th day of the month following hire or approval (or, if such date is not a trading day, the following date that is a trading day). The exercise price for all stock options generally equals (and will be no less than) the NYSE closing price per share of our common stock on the date of grant or on the immediately preceding trading day if the date of grant is not a trading day. No stock options were granted during 2024. HR Committee approval is required in all cases where the recipient of an equity grant is a NEO or other senior officer. The HR Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation in 2024.

  268. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the compensation for the years ended December 31, 2024, 2023 and 2022 for our NEOs. Mr. Park became a NEO for the first time in 2024.

  269. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Saum Sutaria Chairman and Chief Executive Officer | 2024 | 1,500,000 | 500,000 | 15,113,930 | 6,750,000 | 797,623 | 24,661,553 | | | 2023 | 1,500,000 | -0- | 10,130,393 | 6,300,000 | 587,717 | 18,518,109 | | | 2022 | 1,441,154 | -0- | 6,847,258 | 2,340,000 | 418,716 | 11,047,128 | | Sun Park EVP and Chief Financial Officer | 2024 | 700,000 | 500,000 | 1,708,608 | 1,540,000 | 247,881 | 4,696,489 | | Tom Arnst EVP, Chief Administrative Officer, General Counsel and Corporate Secretary | 2024 | 650,000 | 500,000 | 3,037,404 | 1,462,500 | 168,454 | 5,818,358 | | | 2023 | 650,000 | -0- | 1,614,898 | 1,267,500 | 139,900 | 3,672,298 | | | 2022 | 639,712 | 181,500 | 1,369,445 | 507,000 | 152,893 | 2,850,550 | | Lisa Foo EVP, Commercial Operations | 2024 | 650,000 | 500,000 | 2,348,349 | 1,462,500 | 200,661 | 5,161,510 | | | 2023 | 650,000 | -0- | 1,150,146 | 1,267,500 | 167,860 | 3,235,506 | | | 2022 | 630,385 | 150,000 | 684,713 | 507,000 | 158,998 | 2,131,096 | | Paola Arbour EVP and Chief Information Officer | 2024 | 550,000 | 500,000 | 1,177,043 | 1,031,250 | 121,390 | 3,379,683 | | | 2023 | 550,000 | -0- | 807,541 | 990,000 | 119,900 | 2,467,441 | | | 2022 | 540,192 | -0- | 684,713 | 363,000 | 119,171 | 1,707,076 |

  270. 2024 Summary Compensation Table

    | (1) Values in this column for 2024 represent cash retention bonuses paid in June 2024. |

  271. 2024 Summary Compensation Table

    | (2) Values in this column for 2024 represent the grant date fair value of time-based RSUs and performance-based RSUs calculated in accordance with ASC Topic 718. We calculate the grant date fair value of time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $89.22 on February 28, 2024. For purposes of the performance-based RSUs, only the first one-third tranche of the performance-based RSUs granted in February 2024 (the “2024 PRSUs”), only the second one-third tranche of the performance-based RSUs granted in 2023 (the “2023 PRSUs”) and only the last one-third tranche of the performance-based RSUs granted in 2022 (the “2022 PRSUs”), each of which vests based on 2024 performance (subject to the three-year Relative TSR multiplier), are reflected in this column for 2024. The grant date fair values per unit of these performance-based RSUs are set forth below, which were determined assuming target performance for the financial measures and using a Monte Carlo simulation including the assumptions set forth below: |

  272. 2024 Summary Compensation Table

    | | Grant Date Stock Price | Simulation Term | Volatility | Dividend Yield | Risk-Free Investment Rate | Grant Date Fair Value | | First Tranche of 2024 PRSUs | $89.22 | 2.84 years | 48.05% | 0.00% | 4.42% | $98.19 | | Second Tranche of 2023 PRSUs | $89.02 | 1.89 years | 52.13% | 0.00% | 4.45% | $104.50 | | Third Tranche of 2022 PRSUs | $89.02 | 0.90 years | 34.86% | 0.00% | 4.85% | $95.42 |

  273. 2024 Summary Compensation Table

    | If maximum performance were assumed, the performance-based RSUs included in these totals for 2024 would be as set forth in the following table. |

  274. 2024 Summary Compensation Table

    | | Sutaria | Park | Arnst | Foo | Arbour | | First Tranche of 2024 PRSUs | 7,500,056 | 1,041,644 | 1,249,972 | 1,041,644 | 416,657 | | Second Tranche of 2023 PRSUs | 7,287,533 | N/A | 1,121,251 | 840,838 | 560,626 | | Third Tranche of 2022 PRSUs | 3,750,591 | N/A | 750,261 | 375,130 | 375,130 |

  275. 2024 Summary Compensation Table

    | 62 | |

  276. 2024 Summary Compensation Table

    | (3) This column reflects cash awards earned under our AIP for performance in the relevant year. |

  277. 2024 Summary Compensation Table

    | (4) Amounts shown in this column for 2024 include the following: |

  278. 2024 Summary Compensation Table

    | | Sutaria | Park | Arnst | Foo | Arbour | | Matching contributions under our 401(k) Plan | 10,350 | 10,350 | 10,350 | 10,350 | 10,350 | | Matching contributions under our 2006 DCP | 250,442 | 24,231 | 21,563 | 58,838 | -0- | | Company contributions under our ERA | 375,000 | 140,000 | 130,000 | 130,000 | 110,000 | | Personal use of company aircraft* | 161,033 | -0- | -0- | 231 | -0- | | Other perquisites and benefits** | 798 | 73,300 | 6,541 | 1,242 | 1,040 | | Total | 797,623 | 247,881 | 168,454 | 200,661 | 121,390 |

  279. 2024 Summary Compensation Table

    | * 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. |

  280. 2024 Summary Compensation Table

    | ** Amounts shown in this row represent (i) relocation benefits paid to Mr. Park ($59,184) and reimbursement for taxes paid in connection with such relocation benefits ($14,116), pursuant to the Company’s relocation policies, and (ii) premiums for executive disability policies for each other NEO. |

  281. 2024 Summary Compensation Table

    | 2025 PROXY STATEMENT | 63 |

  282. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The following table sets forth information concerning grants of equity awards made in 2024 under our 2019 Stock Incentive Plan and grants of cash that potentially could have been earned in 2024 under our AIP.

  283. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  284. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Award Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Saum Sutaria | AIP | | 0 | 2,250,000 | 6,750,000 | | | | | | | | RSU | 2/28/24 | | | | | | | 67,250 | 6,000,045 | | | 2024 PRSU | 2/28/24 | | | | 0 | 33,625 | 84,063 | | 3,301,639 | | | 2023 PRSU | 2/8/24 | | | | 0 | 36,384 | 81,864 | | 3,802,128 | | | 2022 PRSU | 2/8/24 | | | | 0 | 21,066 | 42,132 | | 2,010,118 | | Sun Park | AIP | | 0 | 700,000 | 2,100,000 | | | | | | | | RSU | 2/28/24 | | | | | | | 14,011 | 1,250,061 | | | 2024 PRSU | 2/28/24 | | | | 0 | 4,670 | 11,675 | | 458,547 | | Tom Arnst | AIP | | 0 | 487,500 | 1,462,500 | | | | | | | | RSU | 2/28/24 | | | | | | | 16,813 | 1,500,056 | | | 2024 PRSU | 2/28/24 | | | | 0 | 5,604 | 14,010 | | 550,257 | | | 2023 PRSU | 2/8/24 | | | | 0 | 5,598 | 12,596 | | 584,991 | | | 2022 PRSU | 2/8/24 | | | | 0 | 4,214 | 8,428 | | 402,100 | | Lisa Foo | AIP | | 0 | 487,500 | 1,462,500 | | | | | | | | RSU | 2/28/24 | | | | | | | 14,011 | 1,250,061 | | | 2024 PRSU | 2/28/24 | | | | 0 | 4,670 | 11,675 | | 458,547 | | | 2023 PRSU | 2/8/24 | | | | 0 | 4,198 | 9,446 | | 438,691 | | | 2022 PRSU | 2/8/24 | | | | 0 | 2,107 | 4,214 | | 201,050 | | Paola Arbour | AIP | | 0 | 412,500 | 1,237,500 | | | | | | | | RSU | 2/28/24 | | | | | | | 5,605 | 500,078 | | | 2024 PRSU | 2/28/24 | | | | 0 | 1,868 | 4,670 | | 183,419 | | | 2023 PRSU | 2/8/24 | | | | 0 | 2,799 | 6,298 | | 292,496 | | | 2022 PRSU | 2/8/24 | | | | 0 | 2,107 | 4,214 | | 201,050 |

  285. Grants of Plan-Based Awards Table

    | (1) AIP Awards. Awards designated “AIP” are awards that our NEOs might have earned during 2024 under our Annual Incentive Plan, dependent upon our 2024 performance. Awards actually earned are shown in the Non-Equity Incentive Plan Compensation column of the 2024 Summary Compensation Table on page 62. |

  286. Grants of Plan-Based Awards Table

    | Time-Based Restricted Stock Unit Awards. Awards designated “RSU” reflect time-based RSUs under our 2019 Stock Incentive Plan. The RSUs vest ratably over each of the first three anniversaries of the grant date. |

  287. Grants of Plan-Based Awards Table

    | Performance-Based Restricted Stock Unit Awards. Awards designated “PRSU” reflect the first one-third tranche of the 2024 PRSUs, the second one-third tranche of the 2023 PRSUs and the last one-third tranche of the 2022 PRSUs. The PRSUs are subject to the satisfaction of financial and stock price performance conditions further discussed on page 55. |

  288. Grants of Plan-Based Awards Table

    | 64 | |

  289. Grants of Plan-Based Awards Table

    | (2) We calculate the grant date fair value of time-based RSUs based on the NYSE closing price per share of our common stock on the applicable date of grant, which was $89.22 on February 28, 2024. For purposes of the performance-based RSUs, only the first one-third tranche of the 2024 PRSUs, only the second one-third tranche of the 2023 PRSUs and only the last one-third tranche of the 2022 PRSUs, each of which vests based on 2024 performance (subject to the three-year Relative TSR multiplier), are reflected in this column. The grant date fair values per unit of these performance-based RSUs are set forth below, which were determined assuming target performance for the financial measures and using a Monte Carlo simulation including the assumptions set forth below: |

  290. Grants of Plan-Based Awards Table

    | | Grant Date Stock Price | Simulation Term | Volatility | Dividend Yield | Risk-Free Investment Rate | Grant Date Fair Value | | First Tranche of 2024 PRSUs | $89.22 | 2.84 years | 48.05% | 0.00% | 4.42% | $98.19 | | Second Tranche of 2023 PRSUs | $89.02 | 1.89 years | 52.13% | 0.00% | 4.45% | $104.50 | | Third Tranche of 2022 PRSUs | $89.02 | 0.90 years | 34.86% | 0.00% | 4.85% | $95.42 |

  291. Grants of Plan-Based Awards Table

    | Although approved by the Committee in March 2023 and February 2024, respectively, the third tranche of the 2023 PRSUs and the second and third tranches of the 2024 PRSUs will not have an ASC Topic 718 grant date fair value until the applicable performance conditions are established in early 2025 and early 2026. Accordingly, such tranches will be reported as 2025 and 2026 grants, as applicable, under applicable SEC guidance. |

  292. Grants of Plan-Based Awards Table

    | 2025 PROXY STATEMENT | 65 |

  293. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information as of December 31, 2024 with respect to outstanding equity awards granted to each of the NEOs.

  294. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table

  295. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Saum Sutaria | 9/1/21 | 53,341(2) | 6,733,234 | | | | | 9/1/21 | | | 106,682(3) | 13,466,469 | | | 2/23/22 | 21,066(4) | 2,659,161 | | | | | 2/23/22 | 126,203(5) | 15,930,605 | | | | | 3/1/23 | 72,768(4) | 9,185,505 | | | | | 3/1/23 | | | 163,728(6) | 20,667,385 | | | 2/28/24 | 67,250(4) | 8,488,968 | | | | | 2/28/24 | | | 84,063(7) | 10,611,209 | | Sun Park | 7/17/23 | 20,707(8) | 2,613,845 | | | | | 2/28/24 | 14,011(4) | 1,768,609 | | | | | 2/28/24 | | | 11,675(7) | 1,473,735 | | Tom Arnst | 2/23/22 | 4,214(4) | 531,933 | | | | | 2/23/22 | 25,244(5) | 3,186,550 | | | | | 3/1/23 | 11,196(4) | 1,413,271 | | | | | 3/1/23 | | | 25,189(6) | 3,179,576 | | | 2/28/24 | 16,813(4) | 2,122,305 | | | | | 2/28/24 | | | 14,010(7) | 1,768,482 | | Lisa Foo | 2/23/22 | 2,107(4) | 265,967 | | | | | 2/23/22 | 12,622(5) | 1,593,275 | | | | | 3/1/23 | 8,397(4) | 1,059,953 | | | | | 3/1/23 | | | 18,891(6) | 2,384,611 | | | 2/28/24 | 14,011(4) | 1,768,609 | | | | | 2/28/24 | | | 11,675(7) | 1,473,735 |

  296. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | 66 | |

  297. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Paola Arbour | 2/23/22 | 2,107(4) | 265,967 | | | | | 2/23/22 | 12,622(5) | 1,593,275 | | | | | 3/1/23 | 5,598(4) | 706,636 | | | | | 3/1/23 | | | 12,596(6) | 1,589,930 | | | 2/28/24 | 5,605(4) | 707,519 | | | | | 2/28/24 | | | 4,670(7) | 589,494 |

  298. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (1) Based on the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. |

  299. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (2) These time-based RSUs vest on August 31, 2025. |

  300. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (3) These performance-based RSUs will vest on August 31, 2025, subject to the achievement of annual performance goals for each year (or partial year) within the performance period beginning January 1, 2021 and ending June 30, 2025, as modified by the Relative TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based RSUs that may be earned. |

  301. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (4) These time-based RSUs vest in equal installments on each of the first three anniversaries of the date of grant. |

  302. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (5) These performance-based RSUs became earned at 199.7% of target at the end of the three-year performance period ended December 31, 2024. The earned performance-based RSUs vested on February 23, 2025. |

  303. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (6) These performance-based RSUs will vest on March 1, 2026 following the end of the three-year performance period ended December 31, 2025, subject to the achievement of Adjusted EPS and Adjusted FCF Less NCI performance goals for 2023 and 2024, as modified by the Relative TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based RSUs that may be earned with respect to the first and second tranches of these awards |

  304. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (7) These performance-based RSUs will vest on February 28, 2027 following the end of the three-year performance period ended December 31, 2026, subject to the achievement of Adjusted EPS and Adjusted FCF Less NCI performance goals for 2024, as modified by the Relative TSR multiplier measured over the entirety of the performance period. The amount reported here represents the maximum performance-based RSUs that may be earned with respect to the first tranche of these awards |

  305. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (8) These time-based RSUs vest upon Mr. Park’s relocation of his primary residence to the Dallas, TX area by September 1, 2025. |

  306. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding restricted stock unit awards vested during 2024 for the NEOs. No NEOs exercised any stock options during 2024.

  307. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  308. 2024 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Saum Sutaria | 196,040 | 18,246,724 | | Sun Park | -0- | -0- | | Tom Arnst | 42,885(2) | 3,988,068 | | Lisa Foo | 14,024 | 1,307,682 | | Paola Arbour | 24,751 | 2,301,063 |

  309. 2024 Option Exercises and Stock Vested Table

    | (1) Calculated by multiplying the number of shares vested by the market price of common stock on the vesting date. The values shown do not represent the total value of shares received by the NEOs, as shares were withheld to cover applicable taxes. |

  310. 2024 Option Exercises and Stock Vested Table

    | (2) Includes 4,018 RSUs transferred pursuant to a domestic relations order. |

  311. 2024 Option Exercises and Stock Vested Table

    | 2025 PROXY STATEMENT | 67 |

  312. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information as of December 31, 2024 with respect to our deferred compensation plans.

  313. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table

  314. 2024 Nonqualified Deferred Compensation Table

    | Name | Plan Name(1) | Executive Contributions in Last Fiscal Year ($)(2) | Registrant Contributions in Last Fiscal Year ($)(3) | Aggregate Earnings in Last Fiscal Year ($)(4) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(5) | | Saum Sutaria | DCP | 500,885 | 250,442 | 79,503 | -0- | 1,839,491 | | | ERA | -0- | 375,000 | 99,546 | -0- | 2,156,052 | | Sun Park | DCP | 223,461 | 24,231 | 16,861 | -0- | 328,221 | | | ERA | -0- | 140,000 | 10,675 | -0- | 150,675 | | Tom Arnst | DCP | 43,125 | 21,563 | 937 | -0- | 65,625 | | | ERA | -0- | 130,000 | 54,619 | -0- | 703,915 | | Lisa Foo | DCP | 117,675 | 58,838 | 103,677 | -0- | 725,633 | | | ERA | -0- | 130,000 | 21,980 | -0- | 603,767 | | Paola Arbour | DCP | -0- | -0- | 7,033 | -0- | 70,984 | | | ERA | -0- | 110,000 | 39,440 | -0- | 834,568 |

  315. 2024 Nonqualified Deferred Compensation Table

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

  316. 2024 Nonqualified Deferred Compensation Table

    | (2) Included in the amounts represented in the 2024 Summary Compensation Table on page 62 as “Salary.” |

  317. 2024 Nonqualified Deferred Compensation Table

    | (3) Included in the amounts represented in the 2024 Summary Compensation Table on page 62 as “All Other Compensation.” |

  318. 2024 Nonqualified Deferred Compensation Table

    | (4) These amounts are not included in the 2024 Summary Compensation Table on page 62 because plan earnings were not preferential or above-market. |

  319. 2024 Nonqualified Deferred Compensation Table

    | (5) The fiscal year-end balance reported for the Deferred Compensation Plan includes the following amounts that were previously reported in Summary Compensation Tables as compensation for previous years: Dr. Sutaria, $1,131,867; Mr. Park, $-0-; Mr. Arnst, $-0-; Ms. Foo, $214,405; and Ms. Arbour, $33,581. The fiscal year-end balance reported for the ERA includes the following amounts that were previously reported in Summary Compensation Tables as compensation for prior years: Dr. Sutaria, $1,550,000; Mr. Park, $-0-; Mr. Arnst, $480,000; Ms. Foo, $260,000; and Ms. Arbour, $520,000. |

  320. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The information below describes and quantifies certain compensation that would be paid under existing plans and arrangements if a NEO’s employment had terminated on December 31, 2024. These amounts are calculated given the NEO’s compensation and service levels as of that date and, as applicable, are based on the NYSE closing price of $126.23 per share of our common stock on December 31, 2024. These benefits are in addition to benefits available generally to our salaried employees, such as distributions under our 401(k) Plan, disability benefits and vacation pay. A NEO’s benefits under our DCP will generally be distributed in connection with his or her termination of employment or the occurrence of a specified date. Benefits under the ERA are generally paid on early or normal retirement. Due to the number of factors that affect the nature and amount of any benefits paid upon the occurrence of any of the events discussed below, any actual amounts paid may be different. Factors that could affect these amounts include the timing of the event, the Company’s stock price and the executive’s age.

  321. Non-Cause Termination/No Change of Control

    | • | Pursuant to the terms of the ESP, the NEOs will forfeit any non-vested outstanding equity awards at termination to the extent the underlying equity award agreements do not otherwise provide for acceleration of vesting. Time-vested RSU awards and stock options vest upon a non-cause termination. Likewise, subject to satisfaction of the performance criteria, performance-based RSU awards and performance-based stock options vest upon a non-cause termination (with proration for any performance period not completed as of termination with respect to performance-based RSU awards). In February 2022, Ms. Arbour’s participation agreement under the ESP and Mr. Arnst’s offer letter were amended and in May 2024, Ms. Foo’s participation agreement under the ESP was amended to provide for continued vesting upon a qualifying termination, even if the underlying equity award agreements do not provide for such vesting treatment. |

  322. Pay Ratio Disclosure

    Pay Ratio Disclosure

  323. Pay Ratio Disclosure

    Pay Ratio Disclosure The 2024 annual total compensation of the median compensated of all our employees, other than Saum Sutaria, our Chairman and CEO, was $60,698; Dr. Sutaria’s 2024 annual total compensation was $24,661,553, and the ratio of these amounts was approximately 1 to 406. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules. For purposes of calculating the amount of compensation paid to our median employee during 2024, we identified this median compensated employee using total gross wages (i.e., all amounts paid before any taxes, deductions or other payroll withholding) earned during calendar year 2024 for all employees who were employed for all of 2024, and we used the annualized value of total gross wages earned during calendar year 2024 for all employees who were hired during 2024 and were employed as of December 31, 2024, but did not serve a full year with the Company. We identified our employee population as of December 31, 2024 based on our payroll and employment records. As permitted by SEC rules, we excluded approximately 4,129 employees located in the Philippines, who in the aggregate represented approximately 4.2% of our approximately 98,000 employees as of December 31, 2024. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  324. Pay Ratio Disclosure

    | 2025 PROXY STATEMENT | 75 |

  325. Pay Versus Performance

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

  326. Pay Versus Performance

    | | | | | | Average Summary Compensation | Average | Value of Initial Fixed $100 Investment (3) | | | | | Year | Summary Compensation Table Total for Dr. Sutaria ($) (1) | Summary Compensation Table Total for Mr. Rittenmeyer ($) (1) | Compensation Actually Paid to Dr. Sutaria ($) (1)(2) | Compensation Actually Paid to Mr. Rittenmeyer ($) (1)(2) | Table Total for Non-PEO NEOs ($) (1) | Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) | Company TSR ($) | Peer Group TSR ($) | Net Income ($MM) (4) | Adjusted EBITDA ($MM) (5) | | 2024 | 24,661,553 | — | 88,894,676 | — | 4,764,010 | 11,098,143 | 331.92 | 146.87 | 4,064 | 3,995 | | 2023 | 18,518,109 | — | 63,876,884 | — | 4,661,937 | 9,805,274 | 198.71 | 143.18 | 1,311 | 3,541 | | 2022 | 11,047,128 | — | (9,106,588) | — | 6,921,122 | 1,325,894 | 128.29 | 140.29 | 1,001 | 3,469 | | 2021 | 21,153,672 | 18,666,160 | 50,394,322 | 34,148,681 | 4,786,880 | 11,458,403 | 214.80 | 143.09 | 1,476 | 3,483 | | 2020 | — | 16,675,529 | — | 16,079,648 | 4,996,930 | 5,700,379 | 105.00 | 113.45 | 768 | 3,146 |

  327. Pay Versus Performance

    | (1) Ron Rittenmeyer served as our principal executive officer (PEO) during 2020 and 2021 until he was succeeded by Dr. Sutaria on September 1, 2021, who served as our PEO for the remainder of 2021 and for 2022 through 2024. The Non-PEO NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2024, Messrs. Park and Arnst and Mses. Arbour and Foo; (ii) for fiscal 2023, Mr. Arnst, Mses. Arbour and Foo and Dan Cancelmi, our former Executive Vice President and Chief Financial Officer; (iii) for fiscal 2022, Messrs. Rittenmeyer, Cancelmi and Arnst and Mses. Arbour and Foo; (iv) for fiscal 2021, Messrs. Cancelmi and Arnst, Ms. Arbour and Audrey Andrews, our former Executive Vice President and General Counsel; and (v) for fiscal 2020, Dr. Sutaria, Mr. Cancelmi, Mses. Andrews and Arbour, and Sandi Karrmann, our former Executive Vice President and Chief Human Resources Officer. |

  328. Pay Versus Performance

    | (2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or re cei ved by the Company’s NEOs. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  329. Pay Versus Performance

    | Compensation Actually Paid | Dr. Sutaria 2024 | Average Non- PEO NEOs 2024 | | Summary Compensation Table Total | 24,661,553 | 4,764,010 | | Less, value of Stock Awards and Option Awards reported in Summary Compensation Table | (15,113,929) | (2,067,851) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 38,216,831 | 5,307,928 | | Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 37,711,149 | 2,739,111 | | Plus (less), change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | 3,419,072 | 354,945 | | Compensation Actually Paid | 88,894,676 | 11,098,143 |

  330. Pay Versus Performance

    | (3) Amounts in these columns assume $100 was invested for the cumulative period from December 31, 2019 through the end of the listed fiscal year, in either the Company’s common stock or the S&P 500 Health Care Index (the Company’s peer group), as applicable, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |

  331. Pay Versus Performance

    | (4) Reflects the Company’s net income, as reported in the Company’s Annual Report on Form 10-K for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020. |

  332. Pay Versus Performance

    | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other NEOs in 2024, consistent with 2023. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important measure in future years. Adjusted EBITDA, a non-GAAP measure, is defined in Appendix A, and reconciliations of this non-GAAP financial measure to the most directly comparable GAAP measure may be found in the Company’s Annual Report on Form 10-K for each of Fiscal Years 2024, 2023, 2022, 2021 and 2020. |

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

    Description of Certain Relationships of Information Presented in the Pay Versus Performance Table As described in more detail in Compensation Discussion & Analysis, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with “compensation actually paid.” In accordance with SEC rules, the Company is providing the following representations of the relationships between information presented in the Pay Versus Performance Table.

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

    | 76 | |

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

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

  336. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income

  337. Compensation Actually Paid vs Net Income

    | 2025 PROXY STATEMENT | 77 |

  338. Compensation Actually Paid vs Adjusted EBITDA

    Compensation Actually Paid vs Adjusted EBITDA