TENET HEALTHCARE CORP (THC)
Sector: Health Care
2026 Annual Meeting Analysis
TENET HEALTHCARE CORP · Meeting: May 27, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Director Nominees
As CEO and Chairman, Dr. Sutaria is subject to the TSR trigger, but Tenet's 3-year stock return of +205.6% outperforms the peer group median by +185.5 percentage points, far exceeding the 50-point threshold needed to trigger a vote against, so no TSR concern applies; he holds no outside public board seats and has clear, deep healthcare leadership qualifications.
Tenet's outstanding 3-year TSR of +205.6% dramatically outperforms the peer group median, so no TSR underperformance trigger applies; Senator Kerrey holds no current outside public board seats listed (only a prior directorship at Lux Health Tech Acquisition Corp.), attended at least 75% of meetings, and brings relevant finance, public policy, and governance experience.
Dr. Agarwala joined the board in 2023, so she is within 24 months of joining when measured against the 3-year TSR window and qualifies for the new-director exemption from the TSR trigger; she brings relevant healthcare and technology investment expertise.
Tenet's 3-year TSR far exceeds the peer group median, so no underperformance trigger applies; Mr. Bierman holds 1 outside public board seat (well within the 4-seat limit) and brings substantial healthcare industry CFO and CEO experience.
Senator Blunt joined in 2023 and is within the 24-month new-director exemption window for the TSR trigger; he holds no current public board seats listed and brings relevant government, regulatory, and public policy experience valuable for a heavily regulated healthcare company.
Tenet's 3-year TSR far exceeds the peer group median, negating any TSR underperformance concern; Mr. Fisher holds 1 outside public board seat (Warner Bros. Discovery) and brings deep financial, macroeconomic, and risk management expertise.
Tenet's exceptional 3-year TSR performance versus peers means no underperformance trigger fires; Ms. FitzGerald holds 1 outside public board seat (Roivant Sciences) and brings extensive healthcare strategy, policy, and investment experience.
Tenet's 3-year TSR of +205.6% vastly outperforms the peer group, so the TSR trigger does not apply; Admiral Haney holds 1 outside public board seat (General Dynamics) and contributes valuable cybersecurity, risk management, and crisis leadership skills.
No TSR underperformance concern given Tenet's strong outperformance of peers over 3 years; Mr. Lynch holds 1 outside public board seat (Corebridge Financial) and provides deep accounting, audit committee, and financial services governance expertise.
Tenet's 3-year TSR dramatically exceeds the peer group median, so no underperformance trigger applies; Mr. Mark holds 1 outside public board seat (Sempra) and brings relevant regulated-industry leadership and healthcare operating experience.
Tenet's TSR performance is well above the peer group over 3 years, negating any TSR concern; Ms. Romo holds 1 outside public board seat (Ryder Systems) and is a CPA and former CFO with deep financial expertise appropriate for chairing the Audit Committee.
Tenet's 3-year TSR of +205.6% is far above the peer group median, so no underperformance trigger applies; Dr. West holds 3 outside public board seats (Johnson & Johnson, Nucor, and Tempus AI), which is within the 4-seat limit under policy, and brings substantial healthcare, military leadership, and clinical expertise.
All 12 director nominees receive a FOR vote. Tenet's 3-year total shareholder return of +205.6% outperforms the disclosed compensation peer group median by +185.5 percentage points, far exceeding the 65-point threshold required to trigger a concern, so no TSR-based against votes are warranted for any director. No director exceeds the overboarding limits, all attended at least 75% of meetings, all independent directors serving on audit and compensation committees are properly classified as independent, and the board discloses a clear skills matrix with relevant experience across its nominees.
Say on Pay
✓ FORCEO
Saum Sutaria
Total Comp
$43,108,969
Prior Support
93%%
The CEO's total reported compensation of $43.1 million is elevated for a large-cap healthcare services company, but a significant portion reflects a one-time $18 million retention award tied to a new multi-year employment agreement, performance stock awards earned at 225% of target due to Tenet ranking first in TSR among its direct hospital peers over three years, and annual incentive payouts reflecting verified results (Adjusted EBITDA and free cash flow both hitting maximum). Pay is heavily variable and performance-linked: the CEO's pay mix is approximately 96% variable, well above the 50-60% minimum required by policy, and both the long-term incentive plan (using Adjusted EPS, Adjusted Free Cash Flow, and a relative TSR multiplier) and the annual bonus use clear, measurable metrics with pre-set targets. The prior year Say on Pay vote received 93% shareholder support, the company has a robust clawback policy meeting Dodd-Frank requirements, and Tenet's 3-year TSR of +205.6% dramatically outperforms both its direct peers and the broader IHF — iShares U.S. Healthcare Providers ETF benchmark, demonstrating strong pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,463,903
Non-Audit Fees
$1,857,838
Non-audit fees (audit-related fees of $1,822,414 plus tax fees of $35,424, totaling $1,857,838) represent approximately 24.9% of audit fees ($7,463,903), well below the 50% threshold that would trigger a concern about auditor independence; Deloitte is a Big 4 firm appropriate for a $16.9 billion market cap company; auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire under policy and no vote against is warranted on that basis.
Overall Assessment
The 2026 Tenet Healthcare annual meeting presents a clean ballot with no significant governance concerns: all 12 director nominees receive FOR votes supported by exceptional 3-year TSR outperformance of +205.6% versus the peer group median, auditor fees are within acceptable independence thresholds, and the executive compensation program earns a FOR vote based on strong pay-for-performance alignment, high variable pay mix, and 93% prior-year shareholder support. No stockholder proposals appear on the ballot.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing