Not independent
Tenure on this board
5.6 yrs
12 nominees · 3 ballot items.
Elect 12 directors nominated by the Board; advisory (non-binding) approval of the Company’s executive compensation (say-on-pay); and ratification of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2026.
Elect the 12 director nominees named in the proxy statement to serve until the next annual meeting or until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the CD&A, Summary Compensation Table and related compensation disclosures.
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy, effectively endorsing Tenet’s pay-for-performance program and its specific 2025 decisions. Management seeks shareholder approval to validate its compensation design: a mix of annual cash incentives tied to Adjusted EBITDA and Adjusted Free Cash Flow Less NCI, individual performance multipliers, and long-term incentive awards split between time-based RSUs and performance-based RSUs with Relative TSR modifiers. The HR Committee and Board emphasize that governance safeguards—independent committee oversight, an independent compensation consultant, clawback policies, stock ownership and retention requirements, and a history of robust shareholder engagement—support the program’s alignment with shareholder interests. Contextually, 2025 performance generated strong financial results (200% AIP funding and LTI payouts enhanced by top Relative TSR), which management cites as further evidence that the program drives desired outcomes and retention. The Board recommends a FOR vote arguing that the program both rewards sustained operational and cash-flow performance and helps retain key executives during ongoing execution of strategic initiatives, including ambulatory growth and deleveraging. Potential investor concerns include the level of realized pay in a strong performance year, the size and structure of special retention bonuses and the CEO’s significant retention award; however, management notes disclosure, clawback provisions, and shareholder outreach as mitigants. From a governance perspective, the advisory vote allows shareholders to signal support or concerns; a negative outcome would likely trigger a Board review of compensation practices and additional investor engagement. For an analyst evaluating the company, the proposal reflects conventional alignment mechanisms but warrants scrutiny of realized payouts relative to peers, the rigor of performance targets, and whether retention awards are appropriately calibrated to long-term shareholder value creation.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 8.51% | 7,333,823 | $1.4B |
| 2 | FMR LLC | 7.16% | 6,166,800 | $1.2B |
| 3 | BlackRock, Inc. | 5.71% | 4,918,377 | $928M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.01% | 4,316,887 | $815M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 3,911,408 | $738M |
| 6 | Boston Partners | 3.42% | 2,941,844 | $555M |
| 7 | STATE STREET CORP | 3.15% | 2,715,925 | $513M |
| 8 | BlackRock, Inc. | 3.10% | 2,668,502 | $504M |
| 9 | LONE PINE CAPITAL LLC | 2.62% | 2,258,717 | $426M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.85% | 1,595,130 | $301M |
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