DEF 14A of Ardent Health, Inc., Apr 8, 2025

DEF 14A of Ardent Health, Inc.

Filed Apr 8, 2025 · FY20240001628280-25-017085

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  2. Introduction

    Introduction Our Board currently consists of 11 members. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The authorized number of directors may be increased or decreased by our Board in accordance with our certificate of incorporation. EGI-AM Investments, L.L.C. ("EGI-AM"), an affiliated entity of Equity Group Investments ("EGI") and our controlling stockholder, has the right, but not the obligation, to nominate a majority of our directors and to designate the Chairman of the Board, for so long as EGI-AM beneficially owns 50% or more of the total voting power of our outstanding stock, and ALH Holdings, LLC (a subsidiary of Ventas, Inc. ("Ventas")) also has the right, but not the obligation, to nominate one director to the Board, for so long as ALH Holdings, LLC and any of its affiliates (including Ventas) together beneficially own 4% or more of the total voting power of our outstanding Common Stock. Pursuant to the terms of the nomination agreement between us, EGI-AM and ALH Holdings, LLC (the "Nomination Agreement"), Messrs. Sen and Sotir and Mses. Campion and Havdala were designated by EGI-AM and Mr. Bulgarelli was designated by Ventas. For additional information, see "Certain Relationships and Related Party Transactions – Nomination Agreement."

  3. Qualification of Nominees to be Directors

    Qualification of Nominees to be Directors As described below, our Board is composed of individuals from differing backgrounds and experiences. As reflected in the table set forth below, we believe that each of our continuing directors possesses unique qualifications, skills and attributes that complement the performance of the full Board. The experience that each has obtained from his or her professional background, as set forth below, has qualified him or her to serve on our Board.

  4. Nominees

    Nominees The following table shows the names and ages (as of April 1, 2025) of each of the nominees designated by our Board to become directors:

  5. Nominees

    | Name | Age | Title | | Mark Sotir | 61 | Chairman of the Board | | Martin J. Bonick | 51 | President and Chief Executive Officer, Director | | Peter Bulgarelli | 65 | Director | | Peter Bynoe | 74 | Director | | Suzanne Campion | 63 | Director | | Robert A. DeMichiei | 60 | Director | | William Goodyear | 76 | Director | | Ellen Havdala | 59 | Director | | Edmondo Robinson | 49 | Director | | Rahul Sen | 34 | Director | | Rob Webb | 55 | Director |

  6. Nominees

    Information concerning our nominees is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board would expect to consider if it were making a conclusion currently as to whether such person should serve as a director. 4

  7. Nominees

    | Mark Sotir | | Mr. Sotir has served as member of our Board since December 2017 and currently serves as chair of the Board. Mr. Sotir has been president of EGI, a private investment firm founded more than 50 years ago by Sam Zell, since October 2015. In this role, he oversees all aspects of the firm. He focuses on maximizing and sustaining the value of the firm’s investment portfolio and applies his more than 20 years of board and chief executive officer experience inside and outside the organization by actively engaging with the investment team and portfolio companies to improve business strategies and operating capabilities. He serves as chair of the investment committee for EGI and is a member of the board of directors and executive vice president for Chai Trust Company, LLC, the corporate trustee for the Zell family trusts. Mr. Sotir has served as chair of the board of East Coast Warehouse & Distribution, a provider of temperature-controlled logistics services to the food and beverage industry, since January 2022; Paper Transport, a for-hire trucking company focused on dedicated truckload, intermodal, and brokerage services, since July 2021; and an agricultural equipment dealer since January 2021. Additionally, Mr. Sotir has served on the board of directors of CraneWorks, a dealer of new and used truck-mounted and related mobile crane equipment, since October 2023. Mr. Sotir previously served as chair of the board of directors of Lanter Delivery Systems, an asset-light overnight dedicated delivery service provider, from July 2019 until February 2025. Mr. Sotir joined EGI in November 2006 as a managing director. Prior to joining EGI, Mr. Sotir was the chief executive officer of Sunburst Technology Corporation and on the company’s board of directors. He also served as the president of Budget Group, Inc. (Budget Rent A Car and Ryder Truck Rental) from April 1995 to February 2003 and was on the company’s board of directors from 2000 to 2003. Earlier in his career, Mr. Sotir worked at The Coca-Cola Company in senior brand management and sales roles from 1989 to 1995. Mr. Sotir earned an undergraduate degree in economics from Amherst College and a master’s degree in business administration from Harvard Business School. Our Board believes that Mr. Sotir’s extensive private equity experience overseeing portfolio companies makes him well- suited to serve on our Board. |

  8. Nominees

    | Martin ("Marty") J. Bonick | | Mr. Bonick has served as our president and chief executive officer since August 2020. Prior to joining Ardent, Mr. Bonick served as chief executive officer of PhyMed Healthcare Group, a national provider of anesthesia and pain management services, from September 2017 to August 2020. Mr. Bonick served as division president at Community Health Systems from January 2014 to August 2017 and as vice president of operations from November 2011 to January 2014. Mr. Bonick also served in executive leadership roles at Jewish Hospital & St. Mary’s Healthcare and OSU Medical Center at Ardent- affiliated Hillcrest HealthCare System. Mr. Bonick is a fellow in the American College of Healthcare Executives, has served as a board member of the Federation of American Hospitals since September 2020, Ensemble RCM, LLC d/b/a Ensemble Health Partners since July 2023, Community Hospital Corporation since June 2021 and the Via College of Medicine – Auburn Advisory Board since August 2015. Mr. Bonick holds dual master’s degrees from Washington University in St. Louis in healthcare administration and information management and an undergraduate degree in psychology from the University of Illinois. Our Board believes that Mr. Bonick is qualified to serve on our Board based on his service as our president and chief executive officer and his prior experience serving as an executive in the healthcare industry. |

  9. Nominees

    | Peter Bulgarelli | | Mr. Bulgarelli has served as a member of our Board since September 2018. Since April 2018, Mr. Bulgarelli has been the executive vice president of outpatient medical and research of Ventas. He also has served as president and chief executive officer of Lillibridge Healthcare Services, Inc., a fully integrated medical office building operating company, and wholly owned subsidiary of Ventas, since April 2018. Mr. Bulgarelli joined Ventas in 2018 following a successful 28-year career at Jones Lang LaSalle, Inc., a global professional services firm specializing in real estate, and most recently leading their industry focused businesses including healthcare, life sciences, higher education and the public sector businesses. Since August 2018. Mr. Bulgarelli has served on the board of directors of PMB Real Estate Services. He has been a member of the fiduciary board, finance committee, and chair of the real estate advisory council of the Ann & Robert H. Lurie Children’s Hospital of Chicago, a top-ranked children’s hospital and non-profit pediatric medical research center, since August 2022. Mr. Bulgarelli has also served as the past chairman of the Illinois Board for the American Diabetes Association. Mr. Bulgarelli earned an undergraduate degree in civil engineering from the University of Illinois and a master’s degree in business administration from Northwestern University’s Kellogg Graduate School of Business. Our Board believes that Mr. Bulgarelli is well-qualified to serve as a member of our Board due to his extensive experience in overseeing and managing companies. |

  10. Nominees

    5

  11. Nominees

    | Peter Bynoe | | Mr. Bynoe has served as a member of our Board since August 2015. Mr. Bynoe is a senior advisor at DLA Piper LLP (US) and has represented the international law firm as a partner, executive committee member and practice group leader since 1995. Mr. Bynoe served as managing director at EGI from September 2014 to December 2019, where he sourced and evaluated new investment opportunities, oversaw portfolio companies and led EGI’s strategic diversification into the health care sector. Previously, Mr. Bynoe served as chief executive officer of Rewards Network, an EGI portfolio company that provided financing and marketing services to U.S. based restaurants, from September 2013 to August 2014 and as chief operating officer of Loop Capital Markets, a full-service international investment bank/broker dealer, from January 2008 to August 2013. Mr. Bynoe has served on the board of directors of TKO Group Holdings, Inc. since September 2023 and as chairman of the board of Flagship Communities REIT since August 2020. Previously, he served as chairman of Veridiam, Inc. from January 2016 to December 2018 and on the boards of Covanta Holding Company from October 2006 to November 2021; Frontier Communications from September 2007 to April 2020; Real Industry from June 2015 to May 2018; JACOR Communications from 1995 to 1999; JG Industries and Huffman-Koos Furnishings from 1992 to 1996; Uniroyal Technology Corporation from 1991 to 1995; and River Valley Savings Bank from 1991 to 1994. Mr. Bynoe’s civil commitment portfolio includes chairing the Illinois Sports Facility Authority from January 2005 to December 2005; Chicago Commission on Landmarks from February 1984 to September 1997; and Chicago Plan Commission from October 1997 to December 2004. His non-profit commitments have included: trustee of RUSH University System for Health since January 1994; life trustee of The Goodman Theatre since January 1984; and trustee of the CORE Center for the Research, Prevention and Care of Infectious Diseases from September 2001 to December 2022. He was elected a member of the Harvard University Board of Overseers from October 1992 to June 2001. Mr. Bynoe was the owner and managing general partner of the NBA’s Denver Nuggets from 1989 to 1992. Mr. Bynoe received his bachelor’s degree, cum laude, from Harvard College. He earned a Juris Doctorate degree from Harvard Law School and a master’s degree in business administration from the Harvard School of Graduate Management Education. He is a member of the Illinois Bar and a registered real estate broker in the state of Illinois. Our Board believes that Mr. Bynoe is well-qualified to serve on our Board because of his strong legal and leadership experience in a variety of industries. |

  12. Nominees

    | Suzanne Campion | | Ms. Campion has served as a member of our Board since December 2021. In 2018, Ms. Campion helped structure and build Doran Leadership Partners, a boutique executive search firm focused on middle market and founder-owned companies and large philanthropic organizations. She served as the managing director and chief operating officer until April 2022 subsequently becoming an advisor to the firm until January 2024. Ms. Campion co-founded NextLevelNPO in 2013, which provides operational, financial and strategic advisory services to non-profit clients. In 2019, she became an advisor to the firm and resigned in early 2024. Previously, Ms. Campion spent her career in finance and over the course of 25 years, she focused on operations, client advisory, investments, financial analysis, strategy, and human resources for a variety of investment firms from August 1988 to September 2012 including Citigroup, Front Barnett Associates, J.P. Morgan & Co., and Bankers Trust Company. Since April 2019, Ms. Campion has served on the board of Chai Trust Company, LLC, the corporate trustee for the Zell family trusts, and serves as the chair of its Governance Committee and its Distribution and Beneficiary Relations Committee. Before moving from Chicago in 2023, Ms. Campion was a board member of the KIPP Chicago Public Charter School Board from January 2014 and served on the Founder’s Board of Lurie Children’s Hospital of Chicago from January 2005. Upon moving to Santa Fe, New Mexico, Ms. Campion joined the board of one of the largest public dog parks in the country, the Frank S. Ortiz Dog Park. Ms. Campion earned an undergraduate degree in economics from St. Olaf College and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Our Board believes that Ms. Campion’s extensive executive and board member experience and demonstrated history of working in finance, operations, strategy and governance makes her well-qualified to serve on our Board. |

  13. Nominees

    6

  14. Nominees

    | Robert A. DeMichiei | | Mr. DeMichiei has served as a member of our Board since April 2, 2025. Mr. DeMichiei served as executive vice president and chief financial officer at the University of Pittsburgh Medical Center ("UPMC"), a large nonprofit health system and leading healthcare provider and insurer, from 2004 to 2020. During his tenure, he played a pivotal role in driving UPMC’s financial growth and led numerous strategic initiatives, including mergers and acquisitions, supply chain management, and revenue cycle improvements. Prior to joining UPMC, Mr. DeMichiei held various leadership roles with the General Electric Company (NYSE: GE), an equipment, solutions, and services provider, from 1997 to 2004, and with PricewaterhouseCoopers, a network of professional services firms, from 1987 to 1997. Mr. DeMichiei has served as a board member of Waystar Holding Corp. (Nasdaq: WAY), a provider of leading healthcare payments software, since January 2020, Ampco-Pittsburgh Corporation (NYSE: AP), a manufacturer of forged and cast engineered products and air and liquid processing products, since May 2022, and Auto Club Enterprises/AAA, a national insurer and member services organization and a part of the AAA federation of motor clubs, since October 2021. Mr. DeMichiei also currently serves as a strategic advisor for Health Catalyst, Inc. (Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, and Omega Healthcare Management Services, a leading provider of revenue cycle management and clinical services to healthcare organizations. He was a founder and former board member of Prodigo Solutions, Inc., a supply chain and data enablement technology company. He is the former chairman and a current board member of the United Way of Southwestern Pennsylvania, the finance committee chair of the Seton Hill University Board of Trustees, and the treasurer and finance committee chair of the Advanced Leadership Institute, which are all charitable organizations. The Board believes that Mr. DeMichiei is well-qualified to serve on the Board given his extensive experience in healthcare finance and operations including with a multi-faceted health system larger than the Company, as well as his extensive board experience. In addition, the Board determined that Mr. DeMichiei’s service on the audit committees of the Company and two other public company boards provides valuable perspective and does not impair his ability to effectively serve on our audit and compliance committee. |

  15. Nominees

    | William Goodyear | | Mr. Goodyear has served as a member of our Board and chairman of our audit and compliance committee since March 2019. Mr. Goodyear served as chairman and chief executive officer at Navigant Consulting from 2000 to 2014. From 1994 to 1999, Mr. Goodyear served as chairman of Bank of America Illinois and as president of Bank of America’s Global Private Bank. Prior to that he held domestic and international executive positions with Continental Bank Corporation from 1972 until it merged with Bank of America in 1994. From 2015 to 2022, Mr. Goodyear was on the board of Exterran Corporation where he was the lead independent director, chair of the audit committee and a member of the compensation committee. Since October 2014, he has also been a director of Enova, Inc. and a member of its audit committee. Mr. Goodyear has been on the board of Rush University Medical Center for over 30 years serving in various capacities including chairman of the board, chairman of the executive committee and now as an advisor trustee. He is the past chairman of the Museum of Science and Industry and was a member of the Executive Committee. He is currently an emeritus trustee of the University of Notre Dame after previously serving on the Advisory Council for the Mendoza College of Business, the University Board of Trustees and as a Fellow of the University. Mr. Goodyear earned an undergraduate degree in business from Notre Dame and a master’s degree in business administration from the Tuck School of Business Administration at Dartmouth College. Mr. Goodyear received an honorary Doctor of Laws degree from Notre Dame in May 2018. Our Board believes that Mr. Goodyear’s extensive management and director experience makes him well-qualified to serve on our Board. |

  16. Nominees

    7

  17. Nominees

    | Ellen Havdala | | Ms. Havdala has served as a member of our Board since January 2019. In Ms. Havdala’s current role as a managing director of EGI, she represents EGI in finding and evaluating potential investments and works with existing portfolio companies. Since joining EGI in September 1990, Ms. Havdala has worked in a variety of capacities for Sam Zell’s affiliates. She has served on the board for CraneWorks, Inc., a dealer of new and used truck-mounted and related mobile crane equipment, since April 2024. In addition, she is responsible for establishing and overseeing the Zell Global Entrepreneurship Network, an organization that provides continuing education and mentorship for student and alumni of three entrepreneurship programs sponsored by the Zell Family Foundation. As part of her involvement, she also serves on the board of the Zell Lurie Institute at the University of Michigan Ross School of Business. Previously, she served on the boards of Lanter Delivery Systems, an asset-light overnight dedicated delivery service provider; Equity Distribution Acquisition Corp., a special purpose acquisition company targeting opportunities to apply technological advancement within the industrial sector; SIRVA, Inc., a provider of moving and relocation services; Rewards Network, a dining rewards company; WRS Holding Company, which specializes in environmental construction and remediation; East Mediterranean Gas Company SAE, an Egyptian natural gas transmission business; National Patent Development Corporation, a holding company focused on pharmaceutical and home improvement products; and Home Products International, a global consumer products company. She also held the roles of executive vice president at Equity International and vice president of Scott Sports Group, Inc. Ms. Havdala began her career as a financial analyst with The First Boston Corporation in New York City in 1988. Ms. Havdala graduated magna cum laude with an undergraduate degree in economics from Harvard College and earned her Master of Divinity degree from the University of Chicago in 2016. Our Board believes that Ms. Havdala is well-qualified to serve on our Board due to her extensive management and investment experience. |

  18. Nominees

    | Edmondo Robinson, M.D. | | Dr. Robinson has served as a member of our Board since January 2022. Dr. Robinson has served as a director of TruLite Health, a developer of the only health equity solution to remediate clinical bias, since February 2025 and Carriage Services, Inc. (NYSE: CSV), a leading provider of funeral and cemetery services and merchandise in the United States, since October 2024. He currently serves as a member of the Compensation, Audit and Corporate Governance Committees for Carriage Services, Inc. Dr. Robinson has been the Founder and CEO of Downeast Digital, a company that leverages digital innovation to address critical challenges of medicine, since February 2024. Dr. Robinson has served as trustee of the board of the University of Vermont Health Network since January 2024, as chair of the National Advisory Council for the Agency for Healthcare Research and Quality since January 2019, and has served on the Technical Expert Panel, Impact Assessment of CMS Quality and Efficiency Measures for CMS since 2019. Dr. Robinson has also served on the AT&T Healthcare Advisory Council since January 2019 and Digital Medicine Society Strategic Advisory Board since April 2019. Dr. Robinson has been a practicing academic hospitalist at the Moffitt Cancer Center since December 2019 and a professor of Internal Medicine and Oncologic Science at University of South Florida’s Morsani College of Medicine since December 2019. Previously, Dr. Robinson held the following positions: Senior Vice President and Chief Digital Officer at Moffitt Cancer Center from December 2019 to January 2024; various roles at ChristianaCare from July 2008 to December 2019; clinical assistant professor of medicine and associate professor of medicine at Sidney Kimmel Medical College from June 2009 to June 2017 and June 2017 to November 2019, respectively; clinical scholar at Robert Wood Johnson Foundation from July 2006 to June 2008; physician at Kaiser Permanente Medical Group from May 2006 to June 2008; and resident physician at Harbor-UCLA Medical Center from July 2003 to June 2006. Dr. Robinson also served on the board of Aster Insights from January 2020 to December 2023. Dr. Robinson is a fellow of the American College of Physicians, a senior fellow of the Society of Hospital Medicine, and an Aspen Institute Health Innovators Fellow. Dr. Robinson earned a medical degree from the University of California, Los Angeles, a master’s degree in business administration from the Wharton School and a master’s degree in health policy research from the University of Pennsylvania. Our Board believes that Dr. Robinson is well-qualified to serve on our Board due to his extensive medical and information management experience. |

  19. Nominees

    8

  20. Nominees

    | Rahul Sen | | Mr. Sen has served as a member of our Board since November 2020. Mr. Sen has been a managing director at EGI since January 2022. As managing director, he sources and evaluates new investment opportunities, negotiates and structures transactions, and works to maximize the value of existing investments. In addition to our Board, Mr. Sen has served on the boards of Baja Aqua-Farms, a Bluefin tuna ranching operation, since November 2023; CraneWorks, a dealer of new and used truck-mounted and related mobile crane equipment, since October 2023; Entertainment Earth, a pioneer and established leader in the collectibles and toy industry, since July 2022; Ventana Exploration and Production II, LLC, an oil and gas acquisition and development company, since February 2019; and EGI’s agricultural equipment dealer since January 2021. Mr. Sen also supports EGI’s investment in a government contractor business providing information technology hardware and solutions to the federal intelligence agencies since February 2023. He previously served on the boards of RailUSA, LLC, a short-line and regional railroad platform owner and operator, from October 2018 to April 2022; Cross Border Xpress, a binational airport terminal that connects San Diego directly to the Tijuana airport, from February 2019 to May 2020; Entertainment Earth, a pioneer and established leader in the collectibles and toy industry, from July 2022 to June 2024; and Veridiam, Inc., a specialty alloy manufacturer serving the nuclear power, medical, aerospace, and industrial markets, from June 2015 to May 2019. Prior to joining EGI in 2015, Mr. Sen worked as a private equity associate at Big Tree Capital Partners, LLC, a search fund focused on the lower-middle market, from September 2014 to March 2015 and a senior consultant in the strategy and analytics practice at IBM from May 2013 to March 2015. Mr. Sen also provided strategic consulting to technology startups based out of Google’s Communitech Hub from November 2012 to April 2013. Previously, he worked at Home Trust Company from May 2012 to August 2012, where he helped with the strategy for the launch of a new direct-to-consumer retail banking deposits business known as Oaken Financial, and at OneClass, a venture-backed startup, from September 2011 to April 2012. Mr. Sen earned an undergraduate degree in business administration from Wilfrid Laurier University. Our Board believes that Mr. Sen’s consulting and investment experience makes him well-qualified to serve on our Board. |

  21. Nominees

    | Rob Webb | | Mr. Webb has served as a member of our Board since January 2022. Mr. Webb currently serves as the president of Onward Enterprises, an investment and advisory firm focused on driving innovation in healthcare and other industries, and has held this role since August 2021. Since March 2023, he has also served as operating partner of Granite Creek Capital Partners, L.L.C. Mr. Webb previously spent 19 years with UnitedHealth Group in several executive roles, including the president of UnitedHealth Group Ventures from 2012 to July 2021 and chief executive officer of Optum’s consumer and specialty network businesses from 2002 to 2012. In addition to Ardent’s board, Mr. Webb has served as chairman of Collage Rehabilitation Partners since August 2023 and in a board role for American Well Corporation since November 2022, Delmec Ireland since March 2022 and The Kellogg School Health Care Advisory Board since September 2020. Mr. Webb previously served as partner at One Equity Partners from 2000 to 2002 and vice president of EGI from 1998 to 2000. From July 2012 to July 2021, he also held board roles at various privately held healthcare companies during his tenure as president of UnitedHealth Group Ventures, including Symphonix Health, Sanvello, Naviguard, Bind Insurance (now Surest), and Level2. Mr. Webb earned an undergraduate degree in Mechanical Engineering from the University of Minnesota and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Our Board believes that Mr. Webb is well-qualified to serve on our Board due to his extensive experience as a healthcare executive and board member, and advocate for innovation in long-established industries. |

  22. Compensation Overview

    | 2024 Compensation Program Highlights | Base Salary In April 2024, during the historical time for annual merit increases, the NEOs received base salary increases ranging from 3.0% to 5.0% to, among other things, ensure their base salaries align with competitive market data for their respective roles. 2024 Short-Term Incentive Compensation All of our NEOs participate in our Corporate Executive Annual Incentive Award Plan ("Corporate Executive Bonus Plan"), which includes performance goals relating to the Company ("Corporate Goals") weighted at 90% and performance goals relating to each NEO ("Individual Goals") weighted at 10%. •For 2024, the Corporate Goals focused on three metrics: Adjusted EBITDAR (as defined below)(weighted 50%), profit margin improvement (weighted 25%), and a quality and experience goal relating to six individual quality and patient satisfaction metrics (weighted 25%). •Failure to achieve 70% of the Adjusted EBITDAR target would result in no payout for all plan components. For 2024, we achieved above-target performance (141.44% of target) on an overall basis with respect to the above Corporate Goals and each of the NEOs achieved target performance with respect to their Individual Goals. However, the Committee exercised negative discretion to reduce the Corporate Executive Bonus Plan payout to 100% of target to account for the approval of the New Mexico state directed payment program, which was not factored into the above financial-related Corporate Goals. In addition to the above, the Committee approved additional discretionary $100,000 one-time cash bonuses to Messrs. Lumsdaine and Petrovich for their extraordinary contributions in connection with the successful completion of our IPO in 2024. 2024 Long-Term Incentive Compensation Conversion of Class C Units As a result of our Corporate Conversion to Ardent Health Partners, Inc., the equity held by our NEOs converted either into shares of common stock or restricted stock awards (“RSAs”) as follows: •Vested Class C-1 Units (as described below) converted into shares of common stock; •Unvested Class C-1 Units (time-vesting units) converted into RSAs that vest quarterly in accordance with the original vesting schedule of the Class C-1 Units. Certain awards of Class C-1 Units granted prior to June 2022 also became vested upon the completion of our IPO; and •Class C-2 Units (as described below)(performance-based units) converted into RSAs that vest in three substantially equal installments on each of the first three anniversaries of July 17, 2024. |

  23. Compensation Overview

    | 2025 Compensation Program Changes | In March 2025, the Committee discussed, reviewed and approved executive compensation matters for 2025. Base Salary Effective in April 2025, the NEOs received base salary increases ranging from 0% to 5.1%. Incentive Compensation The design of our 2025 short-term incentive program under the Corporate Executive Bonus Plan and our 2025 long-term incentive program under the 2024 Plan remains generally consistent with the 2024 approach, with the following changes to ensure alignment with our compensation philosophy and business strategy, while taking market conditions and market practices into consideration: •Short-Term Incentive Program: the maximum payout opportunity for Corporate Goals was changed to equal 200% for all metrics for consistency and alignment with market practices. The target award opportunities, corporate metrics and weightings generally remain consistent with 2024. The Individual Goals were set in accordance with our 2025 business priorities. •Long-Term Incentive Program: the performance period for the PRSUs was changed to be one-year (with three-year time-based vesting) due to the pending federal regulatory activity in the healthcare sector and related challenges with goal setting in an uncertain and volatile environment. A three-year relative Total Stockholder Return ("TSR") modifier was added to the program to enhance stockholder alignment with management concerning our share price performance over the entirety of the performance period. The PRSU metrics and weightings and mix of PRSUs (65%) and RSUs (35%) for 2025 remain consistent with 2024. |

  24. Executive Compensation Philosophy

    | Philosophy | Objective | How We Achieve It | | Linked to Performance | Incentive programs link payouts directly to meeting challenging annual performance objectives and long-term value creation | A significant portion of our executives’ compensation opportunity is linked to our Critical Indicators described below, as we believe our executives’ pay should be tied to our operational success as well as individual contributions to the Company’s business objectives | | Market Based | Competitive pay opportunity for markets we operate in | We assess pay opportunities and program designs against our peers and competitors in the market for talent | | Simple | Simple programs that are easy for our executives to understand to ensure they are able to focus on critical goals and milestones that are correlated to the Company’s success | We use four elements of pay —salary, annual bonus, long-term equity awards and participation in broad-based benefit plans and limited executive benefits — and generally incorporate objective performance metrics in our incentive programs |

  25. Executive Compensation Philosophy

    | Philosophy | Objective | How We Achieve It | | Sustainable and Responsible Value Creation | Programs that drive long-term, responsible performance and decisions | In addition to earnings growth, short- term incentives include measures focused on delivering quality care and creating patient satisfaction Long-term incentives promote employee retention and are aligned to long-term value creation |

  26. Executive Compensation Philosophy

    We use a focused set of incentives to reward our executives in a manner that supports the compensation objectives above. The primary components of our executives’ overall compensation package for 2024, which are described in more detail in this CD&A under "Elements of Executive Compensation," include: •Base salaries; •Short-term incentives in the form of annual cash bonuses; •Long-term incentives in the form of equity-based compensation; and •Participation in our broad-based benefits and limited executive benefits. We feel it is important to tie our executives’ compensation directly to the strategic priorities and values our organization believes are most critical, which we refer to as our Critical Indicators. For 2024, these Critical Indicators were: Adjusted EBITDAR, profit margin improvement and quality/experience index. The quality/experience index is comprised of six individual quality and patient satisfaction metrics, described in more detail in this CD&A under "Elements of Executive Compensation." These Critical Indicators are incorporated directly into our short-term incentive program, described in more detail in this CD&A under "Elements of Executive Compensation." Generally, our philosophy is to offer total compensation that is intended to be competitive with the median of the market and adjusted to reflect our performance. In addition, to help ensure alignment of our executives’ compensation opportunity with the interests of our stockholders, all of our NEOs currently hold long-term equity incentive awards, which are described in more detail in this CD&A under "Long-Term Equity Compensation."

  27. Role of the Compensation Committee

    Role of the Compensation Committee Historically, the compensation of our executive officers — including base salary, short-term incentive compensation (annual cash bonus), and long-term incentive compensation (equity-based) — has been reviewed and approved by the Committee. The Committee operates pursuant to its charter, as amended from time to time, the most recent version of which became effective on July 17, 2024. The Committee’s 2024 responsibilities under our executive compensation program included: •During periods preceding our IPO, approving the compensation of our executive officers, other than our CEO, and recommending our CEO’s compensation to the Board for approval; •During periods following our IPO, approving the compensation for all of our NEOs, including our CEO; and •Overseeing the Company’s equity and incentive compensation plans. In recommending and approving compensation decisions for our executive officers, the Committee reviews and approves the performance goals and objectives for each of our executive officers, and following the end of each annual performance period, assesses performance against those goals to determine the relevant payouts, if any.

  28. Role of the Compensation Consultant

    Role of the Compensation Consultant Prior to our IPO, the Committee retained Willis Towers Watson ("WTW") to conduct competitive benchmarking analyses of our executive compensation program, including base salary levels, bonus target amounts and long-term incentive values. Through a series of reports and presentations to the Committee, WTW provided additional pre-IPO assistance on short- and long-term incentive program design, severance program design, director compensation and other compensation decisions that were implemented prior to, and in connection with, our IPO. These reports and presentations, however, were only one factor considered by the Committee when making compensation decisions. Pursuant to its charter, the Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support and expertise to assist the Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees. WTW became the Committee’s independent compensation consultant for such purposes at the time of our IPO and has continued in that role. Following our IPO, WTW has further assisted the Committee with design of additional executive and director compensation decisions for 2024 and 2025. As part of its services for the Committee, WTW provided reports to the Committee containing research, market data and information regarding trends and developments in executive and director compensation, and WTW reported directly to the Committee. In 2024, WTW and its affiliates provided additional services to the Company, consisting of certain executive compensation consulting services in the amount of $542,841 as well as certain benefits administration and outsourcing services in the amount of $2,418,694. In accordance with SEC rules and NYSE listing standards, the Committee has determined that no conflict of interest exists with respect to the work WTW performs for the Committee.

  29. Use of Compensation Data and Peer Groups

    Use of Compensation Data and Peer Groups In determining 2024 compensation (including base salary and annual bonus target levels) for our executives, including our NEOs, the Committee utilized compensation survey data from a variety of sources, including companies within the general industry, as well as companies operating hospitals, health systems and integrated health networks. In setting compensation terms for our executives, including our NEOs, the Committee considered public company peer group compensation information as an additional reference. With the assistance of WTW, the Company included the following companies in its public company peer group for 2024:

  30. Use of Compensation Data and Peer Groups

    | Acadia Healthcare Company, Inc. | Ensign Group, Inc. | | Brookdale Senior Living Inc. | Quest Diagnostics Incorporated | | Community Health Systems, Inc. | Select Medical Holdings Corp. | | DaVita Inc. | Surgery Partners, Inc. | | Encompass Health Corp. | Universal Health Services, Inc. |

  31. Use of Compensation Data and Peer Groups

    Even though this peer group was established when we were still a private company, the Committee reviewed compensation data for these public company peers as it believed such peers to be relevant comparators for cash compensation and total compensation levels in anticipation of the Company entering the public market. In addition to the peer companies above, from time to time the Committee has reviewed the compensation practices of other publicly traded healthcare providers and general industry peers to further its understanding of the markets for executives. The Committee will continue to reassess the Company’s list of public company peers annually on a go-forward basis.

  32. Elements of Executive Compensation

    Elements of Executive Compensation The primary elements of our executive compensation program include base salaries, short-term incentives in the form of an annual cash bonus, long-term incentives in the form of equity-based compensation, participation in our broad-based benefits programs and limited additional executive benefits. The table below provides an overview of the elements of the Company’s executive compensation program in 2024, a brief description of each compensation element, and the reason for inclusion in the executive compensation program. 26

  33. Elements of Executive Compensation

    | Element | Brief Description | Objectives | | Base Salary | Fixed compensation | •Attract and retain top talent by providing competitive base compensation opportunities • Reward for meeting annual objectives and growth through periodic adjustments and merit increases | | Short-Term Incentives | Variable, annual performance-based cash | • Incentivize senior management to achieve defined short-term objectives focused on the challenging objectives set to support our Critical Indicators •Includes critical financial and quality results as well as individual performance objectives with respect to growth and development, financial performance, operational priorities and talent recruitment, retention and development matters | | Long-Term Incentives | Variable, long-term performance-based equity compensation | •Focuses management on delivering long-term, sustainable results •Promotes retention of management through long-term vesting requirements •Aligns interests of stockholders and executives by linking realized value to financial performance | | Health, Welfare and Retirement Benefits | Participation in our broad-based benefits programs and limited executive benefits | •Broad-based benefits provide for the well-being of our employees •Provides tax-efficient retirement savings program |

  34. Base Salaries

    Base Salaries As noted above, the annual base salaries of our NEOs are intended to attract and retain highly talented individuals. We use base salary to provide each NEO with a specified level of cash compensation during the year with the expectation that the NEO will perform his responsibilities to their best abilities and in our best interests. The Committee reviews base salary levels at least annually. When considering base salary adjustments, the Committee generally considers a combination of factors, including the executive’s individual performance, his experience in his role, internal equity and competitive market data and related positioning. The table below presents the base salary rates in effect for our NEOs as of December 31, 2024 and the adjustments made by the Committee in March 2025, which the Committee believes are competitive and reasonable relative to the peer group and survey benchmark data:

  35. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Each of our NEOs participates in our Corporate Executive Bonus Plan, which includes both Corporate Goals and Individual Goals. We believe that the Corporate Executive Bonus Plan aligns with our philosophy of linking pay to performance, since a NEO’s ability to receive a bonus payment under the plan (and the amount of such bonus payment) primarily depends on the 27 achievement of various pre-established performance goals, including goals relating to our Critical Indicators. The table below presents the 2024 Critical Indicators and the goals and metrics for measuring performance against these objectives:

  36. Short-Term Incentive Compensation

    | Critical Indicators | Description / Goal | Associated Plan Metrics | | Financial | •Deliver strong financial performance | • Adjusted EBITDAR as a percentage of budget* •Profit margin improvement | | Quality and Experience | •Ensure we deliver high levels of quality care | •Measured based on performance objectives relating to six individual quality and patient satisfaction metrics as reflected in our quality/experience index | | *Adjusted EBITDAR is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and excludes the effects of losses on the extinguishment and modification of debt; certain legal matters and related costs; other non-operating losses (gains); Cybersecurity Incident recoveries, net of incremental information technology and litigation costs; restructuring, exit and acquisition-related costs; expenses incurred in connection with the implementation of Epic Systems, our integrated health information technology system, equity-based compensation expense, and loss (income) from disposed operations, as reported in the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. For a reconciliation of Adjusted EBITDAR to net income, the most directly comparable GAAP financial measure, please see “Reconciliation of Non-GAAP Measures." | | |

  37. Short-Term Incentive Compensation

    Our target Adjusted EBITDAR metric was based on our 2024 budget. The threshold and maximum Adjusted EBITDAR performance objectives, and associated payouts, were selected by the Committee based on its determination of an appropriate required minimum level of annual growth for funding these goals as well as the stretch level of performance appropriate for a maximum payout. The failure to achieve 70% of the Adjusted EBITDAR target for 2024 would result in no payout under our Corporate Executive Bonus Plan for 2024 for all plan components. The profit margin improvement metric is based on performance objectives relating to an increase in our profit margin. Our quality and experience metrics are based upon various criteria used by industry groups and governmental agencies to assess our hospitals, and included six individual quality and patient satisfaction metrics: (1) AHS HAI Roll Up, (2) AHS Sepsis 1a, (3) AHS Diabetic Control – A1C, (4) AHS HCAHPS, (5) AHS Physician Net Promoter Score, and (6) AHS Medicare Annual Wellness Visits. The Committee selected the quality and patient satisfaction goals and profit margin improvement goals that it felt were most appropriate for our 2024 short-term incentive plan and established targets for each goal that were designed to be challenging. The Corporate Goals component of the Corporate Executive Bonus Plan is weighted at 90%. The table below presents the 2024 performance goals and weighting for the Corporate Goals component:

  38. Short-Term Incentive Compensation

    | Indicator | Metric | Metric Weight | Performance Range | Performance Target | Payout Range | | Financial | Adjusted EBITDAR ($M) | 50.0% | Minimum | $521.78 | 50% | | | | | Goal | $613.86 | 100% | | | | | Maximum | $705.94 | 200% | | | Profit margin improvement | 25.0% | Minimum | 10% | 50% | | | | | Goal | 11% | 100% | | | | | Maximum | 11% | 150% | | Quality / Experience Index | Comprised of six individual quality and patient satisfaction metrics | 25.0% | Minimum | 0.85 | 50% | | | | | Goal | 1.00 | 100% | | | | | Maximum | 1.15 | 125% |

  39. Short-Term Incentive Compensation

    28 The Committee set minimum, goal and maximum performance targets for each of the six quality and patient satisfaction goals. Each quality and experience metric is measured individually and then combined to determine performance in total to form the quality and experience index score. The Individual Goal component of the Corporate Executive Bonus Plan is weighted at 10% based on the achievement of specific Individual Goals, including goals relating to growth and development, financial performance, operational priorities and talent recruitment, retention and development. Payout for target achievement is 100% and ranges from 0% to 125% at minimum and maximum achievement levels, respectively. Straight-line interpolation between threshold to target and target to maximum levels of achievement will be used to calculate payouts pursuant to the foregoing performance goals. In March 2025, the Committee met and determined that, for 2024, we achieved the results and associated payouts identified in the table below. Further, the Committee determined that each NEO achieved target performance with respect to their individual performance goals.

  40. Short-Term Incentive Compensation

    | | Adjusted EBITDAR ($M) | Profit Margin Improvement | Quality / Experience Index | | Weight | 50% | 25% | 25% | | Minimum | $521.78 | 10.0% | 0.85 | | Goal | $613.86 | 10.5% | 1.00 | | Maximum | $705.94 | 11.1% | 1.15 | | 2024 Actual Result | $661.8 (1) | 11.1% | 1.12 | | % Achievement | 107.8% | 105.2% | 111.6% | | Actual Payout % | 152.1% | 150% | 111.6% | | Weighted Actual Payout % | 76.0% | 37.5% | 27.9% | | (1)Pursuant to the terms of the Corporate Executive Bonus Plan, Adjusted EBITDAR amount reported in the table is normalized for Epic expenses. | | | |

  41. Short-Term Incentive Compensation

    Based solely on the formulaic outcome described above, the Corporate Executive Bonus Plan payout would have been 141.44% of target. However, the Committee exercised negative discretion to reduce the Corporate Executive Bonus Plan payout to 100% of target to account for the approval of the New Mexico state directed payment program, which was not factored into the 2024 financial goals for the Corporate Executive Bonus Plan when they were established in March 2024. Individual bonus targets are determined by the Committee based on a review of competitive market data as well as an assessment of the relative potential contributions and impact of each role. Target bonus levels are reviewed annually by the Committee, and each NEO’s 2024 bonus target, as a percent of base salary, is provided in the table below. 29 Based on the 2024 performance described above, and each NEO’s bonus target for 2024, the Committee approved the following bonus payments for 2024 performance, which were paid in March 2025:

  42. Short-Term Incentive Compensation

    | Name | Salary as of December 31, 2024 | 2024 Bonus Target | Total Achieved | 2024 Bonus Payment | | Bonick | $1,076,000 | 125% | 100% | $1,345,300 | | Lumsdaine | $628,000 | 75% | 100% | $571,192(1) | | Petrovich | $536,000 | 75% | 100% | $501,913(1) | | Schultz | $685,000 | 90% (2) | 100% | $554,894(2) | | Chernin | $600,000 | 75% | 100% | $268,037(3) | | (1)Although the Committee decided that the appropriate short-term incentive award for each NEO was 100% of their bonus target, the Committee approved a discretionary $100,000 one-time cash bonus for each of Messrs. Lumsdaine and Petrovich for their extraordinary contributions in connection with the successful completion of our IPO in 2024 in addition to their calculated short-term incentive payment. | | | | | | (2)Mr. Schultz was promoted to President, Hospital Operations from the interim position effective March 31, 2024. Upon his promotion, his bonus target increased from 60% to 90% of his base salary. His short-term incentive was prorated to reflect the time spent in 2024 in the interim and full- time capacity for his position. | | | | | | (3)Mr. Chernin was hired as President, Health Services effective May 28, 2024, and his short-term incentive was prorated to reflect the partial year spent in the position. | | | | |

  43. 2025 Corporate Executive Bonus Plan

    2025 Corporate Executive Bonus Plan In March 2025, the Committee established the terms of our 2025 short-term incentive program under the Corporate Executive Bonus Plan. Pursuant to the Corporate Executive Bonus Plan, the NEOs will be eligible to earn performance awards based upon the achievement of certain specified performance targets. The Committee reviewed and considered the alignment of the 2025 short-term incentive program with the Company’s business strategy and determined to maintain metrics and weightings that are generally consistent with 2024. These 2025 metrics and weightings are outlined below. The following Corporate Goals are weighted at 90%: (i)50% for the achievement of Adjusted EBITDAR targets; (ii)25% for the achievement of profit margin improvement targets; and (iii)25% for the achievement of targets based on the quality and experience index. The Individual Goals for each NEO are weighted at 10%. Target award opportunities for 2025 for the NEOs are as follows: Mr. Bonick, 125%; Mr. Schultz, 90%; and Messrs. Lumsdaine, Petrovich and Chernin, 75%. These target award opportunities did not change from 2024. 30 The metrics, weightings and payout ranges for our 2025 Corporate Executive Bonus Plan are outlined below.

  44. 2025 Corporate Executive Bonus Plan

    | Indicator | Metric | Metric Weight | Performance Range | Payout Range | | Financial | Adjusted EBITDAR | 50.0% | Minimum | 25% | | | | | Goal | 100% | | | | | Maximum | 200% | | | Profit margin improvement | 25.0% | Minimum | 50% | | | | | Goal | 100% | | | | | Maximum | 200% | | Quality / Experience Index | Comprised of six individual quality and patient satisfaction metrics | 25.0% | Minimum | 50% | | | | | Goal | 100% | | | | | Maximum | 200% |

  45. 2025 Corporate Executive Bonus Plan

    The Quality / Experience goals are comprised of the same six individual quality and patient satisfaction metrics as the Corporate Executive Bonus Plan. Each metric is measured individually and then combined to determine performance in total to form the quality and experience index score. The Individual Goal component of the 2025 Corporate Executive Bonus Plan is weighted at 10% based on the achievement of specific individual performance goals, including goals relating to growth and development, financial performance, operational priorities and talent recruitment, retention and development. Payout for target achievement is 100% and ranges from 0% to 125% at minimum and maximum achievement levels, respectively. If we do not achieve the minimum threshold for the 2025 Adjusted EBITDAR goal, there will be no payout under the 2025 Corporate Executive Bonus Plan. Awards pursuant to the 2025 Corporate Executive Bonus Plan will be paid solely in cash. No payments will be made for performance below specified threshold amounts. Payouts between threshold and target or target and maximum will be calculated by the Committee in its sole discretion using straight-line interpolation.

  46. Long-Term Equity Compensation

    Long-Term Equity Compensation The Company has a long-standing practice of granting equity-based awards to our executives. These equity-based awards have been an integral element of our executive compensation program and are designed to assist us in achieving our executive compensation goals and objectives. Such awards have been designed to align the interests of our NEOs with those of our equityholders by allowing our NEOs to share in the creation of value for our equityholders through capital appreciation, and when applicable, attainment of performance goals. Additionally, due to the long-term nature of the awards, and required service through the vesting dates, they also help provide meaningful retention and help foster a long- term view toward delivering sustainable, responsible growth.

  47. Class C Units

    Class C Units Prior to our IPO, our executive officers, and other select key contributors, were eligible to participate in our long-term equity compensation program, which provided equity-based awards in the form of profits interests in Ardent Health Partners, LLC. These profits interests were granted as Class C units under the Ardent Health Partners, LLC Amended and Restated Limited Liability Company Agreement, as amended (the "Ardent LLC Agreement"). 31 The Class C units were structured to include both a time-based vesting requirement, and, for certain awards granted prior to June 2022, a performance-based vesting requirement. The time-based Class C units that were outstanding in 2024 (the "Class C-1 Units" as further described below) were subject to the following vesting criteria:

  48. Class C Units

    | Tranche | Vesting Criteria | | Class C-1 Units | •Vest ratably over a 5-year period (in 5% quarterly increments), provided the holder remains employed through the vesting date •Vest upon a sale of the Company •Certain awards granted prior to June 2022, including the Class C-1 Unit award granted to our CEO in 2021, also vested upon the completion of our IPO |

  49. Class C Units

    Pursuant to the then-applicable equity compensation guidelines of the Committee, we ceased making grants of performance-based Class C units (the "Class C-2 Units" as further described below) in June 2022. However, certain Class C units that were granted prior to June 2022 also included a performance-based vesting requirement, which were divided into two types of vesting tranches as follows:

  50. Class C Units

    | Tranche | | Vesting Criteria | | Class C-2 Units 2x Vesting Tranche | Performance-Based Vesting | •Vest upon our current investors’ return of 2 times their investment, provided the holder remains employed through the vesting date | | Class C-2 Units 2.5x Vesting Tranche | Performance-Based Vesting | •Vest upon our current investors’ return of 2.5 times their investment, provided the holder remains employed through the vesting date |

  51. Class C Units

    On July 17, 2024, in connection with our IPO, Ardent Health Partners, LLC, a Delaware limited liability company, converted into a Delaware corporation by means of a statutory conversion and changed its name to Ardent Health Partners, Inc., which we refer to as the Corporate Conversion. In connection with the Corporate Conversion, the vested Class C-1 Units converted into shares of our Common Stock, and unvested Class C-1 Units converted into RSAs that continued to vest in accordance with the same vesting schedule that applied to the Class C-1 Units prior to the Corporate Conversion. With respect to the RSAs that relate to the converted Class C-2 Units, such RSAs became subject to a vesting schedule under which vesting occurs ratably in three substantially equal installments on each anniversary of July 17, 2024. For additional information regarding the RSAs received upon conversion of the Class C units, see "Outstanding Equity Awards at Fiscal 2024 Year-End."

  52. 2024 Plan

    2024 Plan Prior to the completion of our IPO, we adopted and obtained the requisite stockholder approval of the 2024 Plan, which became effective on July 17, 2024. Pursuant to the 2024 Plan, our executives are eligible to receive grants of equity incentive awards in order to provide them with a compensation opportunity that is tied in a meaningful way to the long- term performance of the Company. In July 2024, the Committee, with the assistance of our compensation consultant, evaluated our long-term equity incentive program, including the mix of annual grants of time-based and performance-based awards for our NEOs, and made equity awards to our NEOs. To emphasize the program’s focus on Company performance, the majority of our 2024 annual grants (65%) for our NEOs were performance-based, which were granted in the form of PRSUs. The remainder of our 2024 annual 32 grants (35%) were time-based, which were granted as RSUs. These 2024 annual grants were made on July 18, 2024 based on the target values set forth below:

  53. 2024 Plan

    | Name | Total Target Value of Long-Term Equity Program Annual Grants (2024) – Expressed as a Percentage of Base Salary | Total Target Value of 2024 Long-Term Equity Program Annual Grants | Total Target Value of 2024 RSU Annual Grants | Total Target Value of 2024 PRSU Annual Grants | | Bonick | 420% | $4,519,200 | $1,581,720 | $2,937,480 | | Lumsdaine | 225% | $1,413,000 | $494,550 | $918,450 | | Petrovich | 150% | $804,000 | $281,400 | $522,600 | | Schultz | 150% | $1,027,500 | $359,625 | $667,875 | | Chernin | 125% | $750,000 | $262,500 | $487,500 |

  54. Equity Grant Practices

    Equity Grant Practices Although there were annual equity awards in July 2024 as a result of the timing of the IPO, the Committee’s typical practice is to grant equity awards to our officers during the first or second quarter of each year. We do not engage in the practice of timing grants with the release of material non-public information. In 2024, we did not grant stock options or other stock- based compensation other than the RSUs and PRSUs as described herein.

  55. Restricted Stock Units

    Restricted Stock Units Each RSU represents the right to receive one share of our Common Stock subject to the NEO remaining continuously employed during a specified vesting period. With respect to the 2024 annual grants of RSUs ("2024 RSUs"), the RSUs vest in three substantially equal installments, with approximately one-third of the RSUs vesting on March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. The Committee selected these March 31 vesting dates to reflect the Company’s historical practice for granting equity compensation awards during the first calendar quarter of the year, notwithstanding that the 2024 RSUs were granted to our NEOs on July 18, 2024 to coincide with the IPO.

  56. Performance Stock Units

    Performance Stock Units Each PRSU represents the potential to receive one share of our Common Stock, as adjusted, based on the achievement of specified performance criteria, subject to the NEO remaining continuously employed during a specified service-based vesting period. With respect to the 2024 annual grants of PRSUs ("2024 PRSUs"), performance is measured over a two-year period consisting of the 2024 and 2025 calendar years, and the service-based vesting period for the 2024 PRSUs ends on December 31, 2026. As a newly public company and due to related challenges with long-term goal setting, the Committee determined that a two-year performance period with a three-year service-based vesting was appropriate. The performance criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. Within each of these metrics, separate performance levels (threshold, target and maximum) are established for vesting purposes. Vesting of the target PRSUs that relate to a particular metric depends, in part (i.e., subject to satisfying the service-based vesting requirement), on the extent to which the relevant metric is achieved, such that: •50% vesting applies if threshold performance is achieved; •100% vesting applies if target performance is achieved; and •200% vesting applies if maximum performance is achieved. 33 Linear interpolation applies for performance achievement that is between the threshold and target levels or between the target and maximum levels, such that vesting of the target PRSUs that relate to a particular metric can range from 50% to 200% depending on performance. In the event performance achievement is below the threshold level for a particular metric, the related target PRSUs are forfeited.

  57. Special Awards

    Special Awards From time to time, we may make special awards under the 2024 Plan to promote leadership stability or to achieve other strategic objectives. On September 25, 2024, the Committee made special awards of RSUs to our NEOs (sometimes referred as the “special RSU grants”), excluding Messrs. Bonick and Chernin. These special RSU grants were made primarily for retention purposes after various 2022, 2023 and 2024 Class C unit awards held by these NEOs failed to convert into shares of Common Stock or RSAs or converted into fewer shares of Common Stock or RSAs than anticipated pursuant to the terms of the plan of conversion (as a result of our final IPO per share price of $16 being lower than anticipated). These special RSU grants vest in three substantially equal installments, with approximately one-third vesting on each of September 25, 2025, September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. For additional information regarding the special RSU grants, see "Executive Compensation – Grants of Plan-Based Awards in Fiscal 2024 Table."

  58. 2025 Long-Term Equity Compensation Awards

    2025 Long-Term Equity Compensation Awards On April 1, 2025, the Compensation Committee awarded long-term equity-based incentive awards consisting of (i) RSUs (35%) and (ii) PRSUs (65%). The Committee determined the grant levels based on a number of factors, including Company performance and individual performance, internal equity, our compensation philosophy and competitive market data and related positioning. The long-term incentive award opportunity for each of our NEOs is shown in the table below.

  59. 2025 Long-Term Equity Compensation Awards

    | | RSUs | | PRSUs (at Target) | | | NEO | Value ($) | RSUs (#) | Value ($) | PRSUs (#) | | Bonick | $1,750,000 | 134,927 | $3,250,000 | 239,499 | | Lumsdaine | $700,000 | 53,971 | $1,300,000 | 95,800 | | Petrovich | $288,750 | 22,263 | $536,250 | 39,518 | | Schultz | $350,000 | 26,985 | $650,000 | 47,901 | | Chernin | $271,250 | 20,914 | $503,750 | 37,122 |

  60. 2025 Long-Term Equity Compensation Awards

    The 2025 RSUs vest in one-third increments on each anniversary of the date of grant, generally subject to the executive’s continued employment. With respect to the 2025 PRSUs, performance is determined with respect to the achievement of Adjusted EBITDAR and net revenue goals, weighted 60% and 40%, respectively. Payout opportunities are consistent with the 2024 design, ranging from 50% to 200% for threshold and maximum performance, respectively. No shares will be earned for performance below minimum threshold. The performance period for the 2025 PRSUs was revised to be one-year due to the pending federal regulatory activity in the healthcare sector and related challenges with goal setting in an uncertain and volatile environment. A three-year relative TSR modifier was added to the program to enhance stockholder alignment and hold management accountable for our share price performance over the entirety of the three-year service period. TSR will be measured relative to the performance of a customized peer group of healthcare services companies. PRSUs will vest on April 1, 2028 based on achievement against the aforementioned, preestablished performance goals, generally subject to the executive’s continued employment.

  61. Employment Agreements and Executive Severance Program

    Employment Agreements and Executive Severance Program We have entered into formal employment contracts with Messrs. Bonick, Lumsdaine and Petrovich. The employment contracts for Messrs. Bonick and Lumsdaine were renegotiated in late 2024 and became effective in January 2025 as amended and restated employment agreements. The employment contract for Mr. Petrovich became effective in August 2015. Each of these contracts is entered into by the executive with AHS Management Company, Inc. ("AHS"), a wholly- owned subsidiary of the Company that provides management services to the Company and its affiliates. Ardent Health Partners, Inc. does not have any employees. Mr. Schultz is not party to an employment agreement with AHS or the Company itself. However, in connection with his promotion to President, Hospital Operations, Mr. Schultz accepted an offer letter, dated November 28, 2023, which outlines the basic terms of his employment with AHS. As a general matter, the compensation-related terms set forth in this offer letter ceased to be applicable to Mr. Schultz over the course of the first half of 2024 (i.e., in 2024, Mr. Schultz became subject to the Corporate Executive Bonus Plan, his base salary was increased and he received RSU and PRSU awards as part of our annual grant and special retention grant process). Mr. Chernin is not party to an employment agreement with AHS or the Company itself. However, in connection with his hiring as President, Health Services, Mr. Chernin accepted an offer letter, dated March 28, 2024, which outlines the basic terms of his employment with AHS. The terms of these contracts are described below following this CD&A under "Executive Compensation – Employment Agreements and Offer Letters" and any severance benefits provided under the agreements are described below following this CD&A under "Executive Compensation – Potential Payments upon Termination or Change in Control ." In connection with our IPO, the Committee established a severance program for our executives, which applies in the event of an executive’s involuntary termination without cause or voluntary termination for good reason (each, a "Qualifying Termination"). The program is based on severance guidelines that were approved by the Committee prior to our IPO. These guidelines were implemented generally pursuant to our Executive Severance Plan (the "Severance Plan"), and in certain cases, pursuant to our NEOs’ employment agreements. Under the severance program, our executives who experience a Qualifying Termination generally are eligible to receive: (i) a multiple of their base salary and target annual bonus amount, and (ii) reimbursement of the monthly cost for continuation coverage under our group health plans, known as COBRA coverage, for a designated period. The receipt of these severance benefits is contingent on the executive entering into a release of claims in favor of the Company and various related parties and their compliance with certain restrictive covenant obligations. The following severance benefits apply to our NEOs: •Marty Bonick (Employment Agreement) — (i) the sum of his base salary and target bonus (A) multiplied by two and payable in substantially equal installments in accordance with our normal payroll practices for 24 months, or (B) if the Qualifying Termination occurs in connection with a change in control of the Company, multiplied by three and payable in a lump sum, and (ii) monthly COBRA coverage reimbursements for up to 18 months. •Alfred Lumsdaine (Employment Agreement) — (i) the sum of his base salary and target bonus (A) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18 months, or (B) if the Qualifying Termination occurs in connection with a change in control of the Company, multiplied by two and payable in a lump sum, and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. •Stephen Petrovich (Employment Agreement) — a multiple of two times (i) the highest base salary rate in effect during the term of the employment agreement, (ii) the highest bonus level that would be paid if the bonus plan targets were achieved (regardless of actual achievement), and (iii) an additional amount equal to 15% of his base salary at the time of termination. These cash severance payments are payable in substantially equal installments over the 24-month period following termination. •David Schultz and Ethan Chernin (Severance Plan) — (i) the sum of the applicable NEO’s base salary and target bonus (x) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18 months, or (y) if the Qualifying Termination occurs in connection with a change in control of the Company, multiplied by two and payable in a lump sum, and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. For purposes of the severance program, a Qualifying Termination will occur in connection with a change in control of the Company if such Qualifying Termination occurs during the period (i) beginning six months immediately prior to a change in 35 control (or, if earlier, upon the execution of a letter of intent or similar agreement relating to a transaction that ultimately results in a change in control), and (ii) ending 18 months following such change in control. If the above severance amounts and other applicable benefits that relate to a change in control are above the threshold that triggers an excise tax under Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), either those amounts and benefits will be reduced such that the excise tax is avoided or those amounts and benefits will be paid in full with the excise tax imposed on the executive, whichever is more favorable to the executive on an after-tax basis.

  62. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") for our stock-based compensation awards. ASC Topic 718 requires us to measure and record the compensation expense in our income statement for all share-based payment awards made to our employees and the non-employee members of our Board, including equity awards, based on the grant date "fair value" of the award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This calculation is performed for accounting purposes and reported in the executive compensation tables required by federal securities laws, even though the recipient of the awards may never realize any value from their awards. 37

  63. Summary Compensation Table

    Summary Compensation Table

  64. 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 | | Marty Bonick President and Chief Executive Officer | 2024 | $1,060,485 | $— | $4,520,272 | $1,345,300 | $13,200 | $6,939,257 | | | 2023 | $988,623 | $— | $— | $1,207,454 | $13,200 | $2,209,277 | | Alfred Lumsdaine Chief Financial Officer | 2024 | $622,632 | $— | $2,220,890 | $571,192 | $13,200 | $3,427,914 | | | 2023 | $594,314 | $— | $278,800 | $431,120 | $13,200 | $1,317,434 | | Stephen C. Petrovich Executive Vice President and General Counsel | 2024 | $531,091 | $— | $991,419 | $501,913 | $13,200 | $2,037,623 | | | 2023 | $508,579 | $— | $64,780 | $371,644 | $13,200 | $958,203 | | David Schultz President, Hospital Operations | 2024 | $652,116 | $— | $1,347,291(5) | $554,894 | $461,557 | $3,015,858 | | | 2023 | $342,948 | $225,000 | $98,400 | $— | $59,259 | $725,607 | | Ethan Chernin President, Health Services | 2024 | $343,856 | $50,000 | $750,016 | $268,037 | $80,610 | $1,492,519 | | | 2023 | $— | $— | $— | $— | $— | $— | | (1)Pursuant to Mr. Schultz’s offer letter entered into in connection with his appointment as President, Hospital Operations, we agreed that Mr. Schultz would receive his target bonus award in respect of his 2023 service prior to the above promotion irrespective of satisfaction of the performance goals thereunder. Pursuant to Mr. Chernin’s offer letter, he received a $50,000 sign-on bonus after his first month of employment. | | | | | | | | | (2)The value in this column reflects the aggregate grant date fair value of our equity-based compensation awards in accordance with ASC Topic 718. See “Long-Term Equity Compensation” in the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these equity-based compensation awards and their terms. With respect to our PRSU awards, we report grant date fair value at target- level performance, which is the probable achievement level of the performance conditions. The Company’s valuation assumptions are described in Note 9, “Equity,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of these PRSUs would be Mr. Bonick, $5,876,352; Mr. Lumsdaine, $1,837,696; Mr. Petrovich, $1,044,992; Mr. Schultz $1,335,744; and Mr. Chernin, $975,040. With respect to the 2023 time-based Class C unit awards (i.e., the Class C-1 Units), the Company employed a Black-Scholes option pricing model to determine the grant date fair value of its equity-based awards, which was used to allocate the estimated equity value of the Company to the various unit classes. Such equity value of the Company was estimated using income and market valuation approaches, including then-recent sales of the Company’s common units. Such estimates required the input of highly subjective, complex assumptions. See Note 9 to our audited consolidated financial statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024 for further discussion on unit-based compensation. | | | | | | | | | (3) The values in this column represent the payment of 2023 and 2024 annual bonus awards, paid in 2024 and 2025, respectively. | | | | | | | | | (4)Details with respect to the 2024 amounts in this column are set forth in the table below. | | | | | | | |

  65. Summary Compensation Table

    39

  66. Summary Compensation Table

    | Name | Year | Relocation Allowance Temporary Housing and Moving Costs | Company Savings Plan Contributions (b) | Total | | Marty Bonick | 2024 | $— | $13,200 | $13,200 | | Alfred Lumsdaine | 2024 | $— | $13,200 | $13,200 | | Stephen C. Petrovich | 2024 | $— | $13,200 | $13,200 | | David Schultz (a) | 2024 | $448,357 | $13,200 | $461,557 | | Ethan Chernin | 2024 | $80,610 | $— | $80,610 | | (a)The amount in this column represents amounts paid or reimbursed to Mr. Schultz during 2024 in connection with his promotion to the role of President, Hospital Operations, which arrangement became effective as of November 20, 2023, and his related responsibilities to provide services for the Company in the greater Nashville, Tennessee area and elsewhere (rather than from the location of Mr. Schultz’s residence in the State of Washington). The relocation benefit involved reimbursement for moving and storage expenses, temporary living expenses, closing costs on the sale of his former residence and purchase of his new residence and other miscellaneous expenses, as well as a related tax gross-up benefit. | | | | | | (b)The amounts in the column represent Company matching contributions for 2024 under the Company Savings Plan. | | | | |

  67. Summary Compensation Table

    | (5)On January 2, 2024, Mr. Schultz was issued a grant of 14,676 Class C-1 Units. None of these pre-IPO Class C-1 Units converted to RSAs in connection with the Corporate Conversion. Instead, Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of conversion (including the conversion formula set forth therein). Therefore, the grant date value with respect to such Class C units is assumed to be $0 and is not otherwise reported in this table. |

  68. Summary Compensation Table

    40

  69. Grants of Plan-Based Awards in Fiscal 2024 Table

    Grants of Plan-Based Awards in Fiscal 2024 Table

  70. Grants of Plan-Based Awards in Fiscal 2024 Table

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock Awards (4) | | Name | Grant Date | Award Type | Threshold(5) | Target | Maximum | Threshold | Target | Maximum | | | | Marty Bonick | 01/01/2024 | CEBP | $605,250 | $1,345,000 | $2,210,844 | — | — | — | — | $— | | | 07/18/2024 | RSU | $— | $— | $— | — | — | — | 98,881 | $1,582,096 | | | 07/18/2024 | PRSU | $— | $— | $— | 91,818 | 183,636 | 367,272 | — | $2,938,174 | | Alfred Lumsdaine | 01/01/2024 | CEBP | $211,950 | $471,000 | $774,206 | — | — | — | — | $— | | | 07/18/2024 | RSU | $— | $— | $— | — | — | — | 30,922 | $494,752 | | | 07/18/2024 | PRSU | $— | $— | $— | 28,714 | 57,428 | 114,856 | — | $918,848 | | | 09/25/2024 | RSU | $— | $— | $— | — | — | — | 41,742 | $807,290 | | Stephen C. Petrovich | 01/01/2024 | CEBP | $180,900 | $402,000 | $660,788 | — | — | — | — | $— | | | 07/18/2024 | RSU | $— | $— | $— | — | — | — | 17,584 | $281,344 | | | 07/18/2024 | PRSU | $— | $— | $— | 16,328 | 32,656 | 65,312 | — | $522,496 | | | 09/25/2024 | RSU | $— | $— | $— | — | — | — | 9,699 | $187,579 | | David Schultz (6) | 01/01/2024 | CEBP | $249,244 | $553,875 | $910,432 | — | — | — | — | $— | | | 07/18/2024 | RSU | $— | $— | $— | — | — | — | 22,477 | $359,632 | | | 07/18/2024 | PRSU | $— | $— | $— | 20,871 | 41,742 | 83,484 | — | $667,872 | | | 09/25/2024 | RSU | $— | $— | $— | — | — | — | 16,535 | $319,787 | | Ethan Chernin (7) | 07/18/2024 | CEBP | $119,813 | $266,250 | $437,648 | — | — | — | — | $— | | | 07/18/2024 | RSU | $— | $— | $— | — | — | — | 16,406 | $262,496 | | | 07/18/2024 | | $— | $— | $— | 15,235 | 30,470 | 60,940 | — | $487,520 | | (1)The values in these columns represent the Threshold, Target and Maximum annual bonus opportunities for 2024 under our Corporate Executive Bonus Plan (abbreviated above as “CEBP”). Under the plan terms, if our minimum performance criteria are not met, no bonus is payable. The Threshold amounts disclosed assume a minimum level of achievement for each metric under the Corporate Executive Bonus Plan. | | | | | | | | | | | | (2)The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards reflect the number of shares attributable to the 2024 PRSUs. The 2024 PRSUs vest on December 31, 2026, subject to the NEO's continued service with the Company until such time and attainment of performance criteria set by the Committee. The performance criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the cumulative 2024-2025 period. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. | | | | | | | | | | | | (3)The values in this column represent the number of RSUs granted in 2024. With respect to the 2024 RSUs granted on July 18, 2024, the RSUs vest in three substantially equal instalments, with approximately one-third of the RSUs vesting on each of March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. With respect to the RSUs granted on September 25, 2024, the RSUs vest in three substantially equal installments with approximately one-third of the RSUs vesting on each of September 25, 2025, September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. | | | | | | | | | | | | (4)Amounts reported in this column reflect the aggregate grant date fair value of the applicable RSUs and PRSUs granted in 2024, computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reflected in the table above, please see footnote 2 to the “Summary Compensation Table” above. | | | | | | | | | | | | (5)The Threshold amounts reported in this table do not include any value for the Individual Goals as there is no specific minimum threshold that NEOs can earn as the payouts for such Individual Goals range from 0% to 125%. | | | | | | | | | | | | (6)On January 2, 2024, Mr. Schultz was issued a grant of 14,676 Class C-1 Units. None of these pre-IPO Class C-1 Units converted into shares of common stock or RSAs in connection with the Corporate Conversion and such Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of conversion (including the conversion formula set forth therein). Therefore, such Class C units are not reported in this table. Also, with respect to the CEBP calculations above, Mr. Schultz was promoted to President, Hospital Operations from the interim position effective March 31, 2024. Upon his promotion, his bonus target increased from 60% to 90% of his base salary. His short-term incentive was prorated to reflect the time spent in 2024 in the interim and full- time capacity for his position. | | | | | | | | | | | | (7)Mr. Chernin was hired as President, Health Services effective May 28, 2024. Thus, the CEBP amounts above are prorated to reflect the partial year spent in the position. | | | | | | | | | | |

  71. Grants of Plan-Based Awards in Fiscal 2024 Table

    41

  72. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End

  73. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Name | Grant Date | Award Type | Number of Shares or Units of Stock that have not Vested (1) | Market Value of Shares or Units of Stock that have not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (2) | | Marty Bonick | 09/01/2020 | RSA (5) | 659,151 | $11,258,299 | — | $— | | | 07/18/2024 | RSU | 98,881 | $1,688,887 | — | $— | | | 07/18/2024 | PRSU | — | $— | 183,636 | $3,136,503 | | Alfred Lumsdaine | 09/08/2021 | RSA (4) | 13,941 | $238,112 | | | | | 09/08/2021 | RSA (5) | 43,943 | $750,546 | | | | | 07/18/2024 | RSU | 30,922 | $528,148 | — | $— | | | 07/18/2024 | PRSU | — | $— | 57,428 | $980,870 | | | 09/25/2024 | RSU | 41,742 | $712,953 | — | $— | | Stephen C. Petrovich | 10/01/2015 | RSA (5) | 388,899 | $6,642,395 | | | | | 07/13/2018 | RSA (5) | 33,293 | $568,644 | | | | | 07/18/2024 | RSU | 17,584 | $300,335 | — | $— | | | 07/18/2024 | PRSU | — | $— | 32,656 | $557,764 | | | 09/25/2024 | RSU | 9,699 | $165,659 | — | $— | | David Schultz | 07/18/2024 | RSU | 22,477 | $383,907 | — | $— | | | 07/18/2024 | PRSU | — | $— | 41,742 | $712,953 | | | 09/25/2024 | RSU | 16,535 | $282,418 | — | $— | | Ethan Chernin | 07/18/2024 | RSU | 16,406 | $280,214 | — | $— | | | 07/18/2024 | PRSU | — | $— | 30,470 | $520,428 | | (1)Represents (i) unvested RSAs issued in 2024 in connection with conversion of the Class C-1 Units pursuant to the Corporate Conversion (the vesting terms of such RSAs are described in footnotes 4 and 5 below), and (ii) unvested RSUs granted in 2024. With respect to the RSUs granted on July 18, 2024, the RSUs vest in three substantially equal installments, with approximately one-third of the RSUs vesting on each of March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. With respect to the RSUs granted on September 25, 2024, the RSUs will vest in three substantially equal installments with approximately one-third of the RSUs vesting on each of September 25, 2025, September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. | | | | | | | | (2)Based on the per share closing price of our Common Stock of $17.08 on December 31, 2024. | | | | | | | | (3)Represents unvested 2024 PRSUs granted on July 18, 2024, which vest on December 31, 2026, subject to the NEO's continued service with the Company until such time and attainment of performance criteria set by the Committee. The performance criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the cumulative 2024-2025 period. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. | | | | | | | | (4)Represents unvested RSAs that were issued with respect to awards of pre-IPO Class C-1 Units that were converted into RSAs on July 17, 2024 in connection with the Corporate Conversion and in accordance with a formula set forth in the plan of conversion. These RSAs vest ratably (in substantially equal installments) each calendar quarter over the remainder of the 5-year vesting period that applied to the related pre-IPO Class C-1 Units, subject to the NEO's continued service with the Company through each applicable vesting date. | | | | | | | | (5)Represents unvested RSAs that were issued with respect to pre-IPO Class C-2 Units that were converted into RSAs on July 17, 2024 in connection with the Corporate Conversion and in accordance with a formula set forth in the plan of conversion. These RSAs vest ratably in three substantially equal installments on each of March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. | | | | | | |

  74. Outstanding Equity Awards at Fiscal 2024 Year-End

    44

  75. Stock Vested in Fiscal 2024

    Stock Vested in Fiscal 2024

  76. Stock Vested in Fiscal 2024

    | Name | Number of Shares Acquired on Vesting | Stock Awards Value Realized on Vesting | | Marty Bonick (1) | 74,099 | $1,185,584 | | Alfred Lumsdaine (2) (3) | 9,294 | $156,726 | | Stephen C. Petrovich (3) | — | $— | | David Schultz (3) | — | $— | | Ethan Chernin | — | $— |

  77. Stock Vested in Fiscal 2024

    | (1) Represents shares of our Common Stock issued to Mr. Bonick with respect to 450,000 Class C-1 Units that became vested in 2024. Such Class C-1 Units generally were subject to vesting over a 5-year period (in 5% quarterly increments) and were subject to accelerated vesting in connection with the completion of our IPO. The value realized on such vesting is based on (i) our IPO Common Stock price of $16.00 on July 17, 2024 and (ii) the number of shares of our Common Stock delivered to Mr. Bonick with respect to such Class C-1 Units that became vested in 2024. These figures are used for purposes of this table since (A) there was no ascertainable public market for the Class C-1 Units, and (B) pursuant to the registration statement filed with the SEC in connection with our IPO, our prior valuations of Class C-1 Units (i.e., as of December 31, 2023) were estimated, using the mid-point of the offering range set forth on the cover page of such registration statement. | | (2) Represents, in part, shares of our Common Stock (4,647 shares) issued to Mr. Lumsdaine with respect to 40,000 Class C-1 Units that became vested in 2024 prior to our IPO. Such, Class C-1 Units generally were subject to vesting over a 5-year period (in 5% quarterly increments). The value realized on such vesting is based on (i) our IPO Common Stock price of $16.00 on July 17, 2024 and (ii) the number of shares of our Common Stock delivered to Mr. Lumsdaine with respect to such Class C-1 Units that became vested in 2024. These figures are used for purposes of this table since (A) there was no ascertainable public market for the Class C-1 Units, and (B) pursuant to the registration statement filed with the SEC in connection with our IPO, our prior valuations of Class C-1 Units (i.e., as of December 31, 2023) were estimated, using the mid-point of the offering range set forth on the cover page of such registration statement. The remaining shares of our Common Stock (4,646 shares) were issued to Mr. Lumsdaine on September 30, 2024 (2,323 shares) and December 31, 2024 (2,323 shares) in connection with the vesting of the RSAs issued to Mr. Lumsdaine with respect to awards of pre-IPO Class C-1 Units that converted into RSAs on July 17, 2024 in connection with the Corporate Conversion. The closing share price of $18.38 applies for RSAs that vested on September 30, 2024 and the closing share price of $17.08 applies for the RSAs that vested on December 31, 2024. | | (3) None of the Class C-1 Units granted to Messrs. Lumsdaine and Petrovich on May 1, 2023, or to Mr. Schultz on June 6, 2023 and January 2, 2024, converted into shares of Common Stock or RSAs in connection with the Corporate Conversion. Instead, Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of conversion (including the conversion formula set forth therein). Therefore, the value associated with the vesting that occurred with respect to such Class C units on March 31, 2024 and June 30, 2024 is assumed to be $0 and is not otherwise reported in this table. |

  78. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of our NEOs, other than Messrs. Schultz and Chernin, is party to an employment agreement which provides for severance payments in connection with a termination of employment under certain circumstances. •In the case of Mr. Bonick, the applicable severance benefits are outlined in his employment agreement. The terms of his such severance benefits are consistent with the severance guidelines approved by the Committee prior to our IPO. Thus, although the employment agreement was entered into on January 10, 2025, such severance benefits are described below. In the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s amended and restated employment agreement), the executive is entitled to severance benefits equal to (i) the sum of his base salary and target bonus (A) multiplied by two and payable in substantially equal installments in accordance with our normal payroll practices for 24 months, or (B) if such termination occurs in connection with a Change in Control (as defined in the executive’s amended and restated employment agreement), multiplied by three and payable in a lump sum, and (ii) monthly COBRA coverage reimbursements for up to 18 months. A termination without Cause for these purposes includes non-renewal of the stated term of employment by the Company. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. •In the case of Mr. Lumsdaine, the applicable severance benefits are outlined in his employment agreement. The terms of such severance benefits are consistent with the severance guidelines approved by the 45 Committee prior to our IPO. Thus, although the employment agreement was entered into on January 10, 2025, such severance benefits are described below. In the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s amended and restated employment agreement), the executive is entitled to severance benefits equal to (i) the sum of his base salary and target bonus (A) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18 months, or (B) if the qualifying termination occurs in connection with a Change in Control (as defined in the executive’s amended and restated employment agreement), multiplied by two and payable in a lump sum and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. A termination without Cause for these purposes includes non-renewal of the stated term of employment by the Company. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. •In the case of Mr. Petrovich, in the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s employment agreement), the executive is entitled to a severance payment equal to a multiple of two times (i) the highest base salary rate in effect during the term of the agreement, (ii) the highest bonus level that would be paid to the executive if the bonus plan targets were achieved (regardless of actual achievement), and (iii) an additional amount equal to 15% of his base salary at the time of termination. These severance payments are to be made in equal installments over the 24-month period following termination, subject to acceleration in the event the executive dies post-termination. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. The severance provisions in Mr. Petrovich’s employment agreement also provide that he will be entitled to reimbursement of his reasonable attorney’s fees and costs (and related arbitration, mediation and litigation costs) in the event he successfully resolves certain compensation and benefits claims in his favor. In the case of Mr. Petrovich, in the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as such terms are defined in the executive’s employment agreement), the executive is entitled to a severance payment equal to a multiple of two times (i) the highest base salary rate in effect during the term of the agreement, (ii) the highest bonus level that would be paid to the executive if the bonus plan targets were achieved (regardless of actual achievement), and (iii) an additional amount equal to 15% of his base salary at the time of termination. These severance payments are to be made in equal installments over the 24-month period following termination, subject to acceleration in the event the executive dies post-termination. In addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the six-month period following his termination of employment. The severance provisions in Mr. Petrovich’s employment agreement also provide that he will be entitled to reimbursement of his reasonable attorney’s fees and costs (and related arbitration, mediation and litigation costs) in the event he successfully resolves certain compensation and benefits claims in his favor. •In the case of Mr. Schultz and Mr. Chernin, the Severance Plan applies in the event of a termination of the executive’s employment by the executive for Good Reason or by the Company without Cause (as defined in the Severance Plan). In such case, the executive is entitled to a severance payment equal to (i) the sum of the executive’s base salary and target bonus (A) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18 months, or (B) if the qualifying termination occurs in connection with a change in control of the Company, multiplied by two and payable in a lump sum, and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. For purposes of the foregoing employment agreements and the Severance Plan: •"Cause" generally means the executive’s (i) willful refusal to perform, or gross negligence in performing, the reasonable duties of his office, (ii) conviction of or guilty plea to any crime punishable as a felony, or involving fraud or embezzlement, any crime involving moral turpitude or any crime in connection with the delivery of healthcare services, (iii) inability to participate in applicable federal healthcare programs, (iv) any act involving moral turpitude that materially affects the performance of his duties, (v) use of alcohol in violation of company policies or illegal use of drugs, (vi) engagement in fraud, theft, misappropriation or embezzlement with respect to the Company or any of its affiliates, (vii) exclusion from participation in any applicable federal healthcare program, or (viii) sanctioning by any federal or state governmental agency or department and/or being listed on the Health and Human Services cumulative sanctions report, or excluded by the General Services Administration, as set forth on the list of excluded providers. 46 •"Change in Control" generally means (i) any person becomes the direct or indirect beneficial owner of more than 50% of the Company’s then-outstanding voting securities, (ii) directors serving on the Board during a specified period cease to constitute at least a majority of the Board unless such directors are approved by a vote of at least a majority of the incumbent directors, and (iii) consummation of any merger, reorganization or

  79. Potential Payments upon Termination or Change in Control

    consolidation involving the Company, a complete liquidation of the Company or sale of substantially all of the Company’s assets involving, as applicable, one or more parties that are unrelated to the Company unless the holders of the voting securities of the Company immediately prior to the transaction own more than 50% of the then combined voting power of the voting securities of the company resulting from such transaction in substantially the same proportions of their ownership of such voting securities of the Company prior to the transaction. Each employment agreement contains restrictive covenants where the executive is subject to during such executive’s employment and each executive will in all cases be subject to such restrictive covenants following such executive’s termination of employment. The executives who are party to employment agreements are bound by a perpetual confidentiality restriction, as well as post-employment non-competition and employee non-solicitation restrictions. For Messrs. Bonick and Lumsdaine, the post-employment non-competition and non-solicitation restricted period is the 12- month period following each individual’s respective termination of employment. For Mr. Petrovich, the restricted period is the 24-month period following his termination of employment (or, in the case of a termination without cause, the 12- month period following termination of employment). The Company may implement similar restrictive covenants for Mr. Schultz and Mr. Chernin pursuant to the Severance Plan.

  80. Pay Versus Performance

    Pay Versus Performance The following table and supporting narrative contain information regarding "compensation actually paid" to our NEOs and the relationship to Company performance in accordance with SEC rules. Neither compensation actually paid nor the amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, compensation actually paid was calculated by adjusting Summary Compensation Table total compensation values for the applicable year as described in the footnotes to the table.

  81. Pay Versus Performance Table

    Pay Versus Performance Table

  82. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted EBITDAR ($M) (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2024 | $6,939,253 | $18,696,908 | $2,493,471 | $4,440,157 | $106 | $94 | $300 | $659 |

  83. Pay Versus Performance Table

    (1)Reflects compensation for our CEO, Marty Bonick, who served as our Principal Executive Officer ("PEO") in 2024. (2)Reflects compensation for Alfred Lumsdaine, Stephen C. Petrovich, David Schultz and Ethan Chernin in 2024, as shown in the Summary Compensation Table above. (3)Peer Group used for TSR comparisons reflects the S&P Health Care Index. TSR calculation assumes an initial investment of $100 at the market close of July 18, 2024, the date our stock commenced trading on the NYSE. Data for the S&P Health Care Index assumes reinvestment of dividends. (4)The Company-selected measure is Adjusted EBITDAR, as defined in the "Supplemental Non-GAAP Valuation Measure" section in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. To calculate "compensation actually paid" for our CEO and other NEOs the following adjustments were made to Summary Compensation Table total pay for the year ended December 31, 2024.

  84. Pay Versus Performance Table

    | Adjustments | PEO | Other NEOs | | Summary Compensation Table Total | $6,939,253 | $2,493,471 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | (4,520,268) | (1,327,397) | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | — | — | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | 16,083,689 | 3,406,334 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | — | 20,597 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | — | — | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | 194,234 | (4,130) | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions | — | (148,718) | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | — | — | | Addition of incremental fair value of in respect of any options or SARS modified during the FY | — | — | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | — | — | | Addition for the Service Cost attributable to services rendered during the FY | — | — | | Compensation Actually Paid | $18,696,908 | $4,440,157 |

  85. Pay Versus Performance Table

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  86. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance While the SEC rules require a graphical comparison of compensation actually paid versus Company performance, management believes that there would not be meaningful comparison in showing compensation actually paid compared to TSR, Net Income, or Adjusted EBITDAR as there is only one year of pay data since the Company went public during 2024.

  87. Director Compensation

    Director Compensation Prior to the completion of our IPO, our then-existing director compensation program (the "Legacy Program") provided each non-affiliate director with an annual $75,000 cash retainer payment for their service on the Board. Under the Legacy Program, (i) the chair of our audit and compliance committee received an additional $20,000 payment in recognition of the additional work required for chairing this committee, and (ii) each of the chairs of our other committees received an additional $10,000 payment in recognition of the additional work required for chairing those other committees. These annual cash retainer amounts were paid in four equal quarterly installments under our Legacy Program, and such amounts were paid with respect to the first and second calendar quarters in 2024. While annual equity awards typically were granted to certain non-employee directors under the Legacy Program in the form of Class C-1 Units, no such grants of Class C-1 Units were made in 2024 (given that RSU grants were made under the 2024 Program (as defined below)). Prior to 2024, these annual grants of Class C-1 Units consisted of a designated number of Class C-1 Units that vested on a quarterly basis over a three-year period, commencing with the fiscal quarter that included the date of grant. In connection with our IPO, the Committee established a compensation program for our non-employee directors for their service on the Board (the "2024 Program"). The 2024 Program consists of annual cash retainers and grants of time-based RSUs under the 2024 Plan ("Annual Director RSUs"). Under the 2024 Program, each participating non-employee director receives an annual cash retainer of $100,000 and a grant of Annual Director RSUs with a grant date value of $185,000 for their service on the Board. In addition, depending on their position with the Board, participating non-employee directors will receive the following additional annual cash retainers for their service on the Board:

  88. Director Compensation

    | Position | Additional Retainer | | Chairperson of the Board | $125,000 | | Audit and Compliance Committee | | | Chairperson | $30,000 | | Committee Member | $15,000 | | Compensation Committee | | | Chairperson | $20,000 | | Committee Member | $10,000 | | Nominating and Corporate Governance Committee | | | Chairperson | $15,000 | | Committee Member | $7,500 | | Patient Safety and Quality of Care Committee | | | Chairperson | $20,000 | | Committee Member | $10,000 |

  89. Director Compensation

    The annual cash retainers are paid in four equal quarterly installments and pro-rated for any partial year of service on the Board. Similarly, grants of Annual Director RSUs will be prorated for any partial year of service, such that for any new or replacement non-affiliated non-employee directors appointed during a fiscal year, they would receive a pro-rata portion of Annual Director RSUs based on the time remaining in the fiscal year of their appointment. In addition, the Annual Director RSUs generally will have a vesting period of 12 months, although the Annual Director RSUs granted in 2024 will vest on March 31, 2025. This March 31, 2025 vesting date was selected by the Committee to reflect the Company’s historical guidelines for granting equity compensation awards during the first calendar quarter of the year, notwithstanding that Annual Director RSUs were made on July 18, 2024 to coincide with the IPO. Vesting of outstanding Annual Director RSUs accelerates in the event of the Company’s Change in Control (as defined in the 2024 Plan). Any unvested portion of the annual equity award generally is forfeited upon a such director’s termination of Board service, other than due to (i) death, (ii) disability or (iii) such director’s continued service until the first annual meeting of stockholders following the date of grant that applies to such Annual Director RSUs where such director (A) fails to be re- elected as a member of the Board (other than for reasons related to such director’s misconduct or similar circumstances), or (B) does not stand for re-election. 52 In addition, as noted in our registration statement that was issued in connection with our IPO, the Board will review, from time to time, our director compensation program to ensure we can continue to attract and retain highly qualified Board members. As part of this review and for retention reasons similar to the “special RSU grants” described in "Compensation Discussion and Analysis – Long-Term Equity Compensation," the Board determined to issue additional RSUs to certain non- employee directors in December 2024 (the "Special Director RSUs"). These Special Director RSUs vest in three substantially equal installments, with approximately one-third vesting on each of December 12, 2025, December 12, 2026 and December 12, 2027 and are subject to similar accelerated vesting and forfeiture conditions that are described above with respect to the Annual Director RSUs. Mr. Bulgarelli, at the direction of Ventas, has been designated as ineligible to participate in the Legacy Program and the 2024 Program. As of December 31, 2024, all of our non-employee directors, other than Messrs. Sotir and Sen, have equity holdings that exceed the minimum ownership guideline. Mr. Sotir and Mr. Sen have until the fifth anniversary of the IPO, or July 18, 2029, to attain the minimum ownership guideline. The above divestiture restrictions will apply to non-employee directors during periods in which, and to the extent that, the above guidelines are not met. For additional information regarding our stock ownership guidelines, see "Other Compensation Policies and Practices – Stock Ownership Guidelines" in the "Compensation Discussion and Analysis" section of this Proxy Statement.

  90. 2024 Director Compensation

    2024 Director Compensation The following table summarizes, for 2024, certain information regarding the compensation of our non-employee directors. Mr. Bonick, our CEO, does not receive any separate compensation for his service on our Board. Please see "Executive Compensation – Summary Compensation Table" for a summary of the compensation received by Mr. Bonick in 2024 in his capacity as an executive officer. Mr. Bulgarelli, at the direction of Ventas, is not eligible to receive compensation for his service as a director. Mr. DeMichiei did not join the Board until April 2, 2025 and, therefore, did not receive compensation for 2024.

  91. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Total | | Peter Bynoe | $105,000 | $365,235 | $470,235 | | Suzanne Campion | $96,250 | $365,235 | $461,485 | | William Goodyear | $116,250 | $365,235 | $481,485 | | Ellen Havdala | $107,500 | $365,235 | $472,735 | | Edmondo Robinson | $110,000 | $365,235 | $475,235 | | Rahul Sen(4) | $100,000 | $184,992 | $284,992 | | Mark Sotir(4) | $165,000 | $184,992 | $349,992 | | Philip Tinkler(5) | $37,500 | $— | $37,500 | | Rob Webb | $100,000 | $365,235 | $465,235 |

  92. 2024 Director Compensation

    | (1) Amounts reported in this column represent cash fees paid to each non-employee director during 2024 for his or her Board and committee service. Cash fees are paid quarterly in arrears. | | (2) Amounts reported in this column reflect the aggregate grant date fair value for the Annual Director RSUs and Special Director RSUs granted in 2024, computed in accordance with ASC Topic 718. The Company’s valuation assumptions are described in Note 9, "Equity," in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. | | (3) The aggregate number of shares subject to stock awards outstanding as of December 31, 2024 for each of the non-employee directors was as follows: Mr. Bynoe, 22,355 RSUs; Ms. Campion, 22,355 RSUs; Mr. Goodyear, 22,355 RSUs; Ms. Havdala, 22,355 RSUs; Mr. Robinson, 22,355 RSUs; Mr. Sen, 11,562 RSUs; Mr. Sotir, 11,562 RSUs; and Mr. Webb, 22,355 RSUs. | | (4) Messrs. Sen and Sotir did not receive grants of the Special Director RSUs. | | (5) Mr. Tinkler resigned from our Board on July 17, 2024 immediately prior to the effectiveness of our registration statement that was filed in connection with our IPO. |

  93. 2024 Director Compensation

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