Separate Chair & CEO | Interfaith Center on Corporate Responsibility

<div class=”col-lg-9 content-page left-side”>
<section class=”section-a-single-resolutions resolutions-info top-content”>
<div class=”resolutions-contain”>
<div class=”top-content”>
<h4>Resolution Details</h4>
</div>
<div class=”bottom-content”>
<div class=”row-info”>
<strong>Company:</strong>
<p>Tenet Healthcare Corporation</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2026 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Corporate Governance </p>
</div>

<div class=”row-info”>
<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
</div>
<div class=”row-info”>
<strong>Status:</strong>
<p>Filed</p>
</div>

</a>
</div>
</div>
</div>
</section>

<section class=”section-b-single-resolutions content-blocks”>
<div class=”top-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>
<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances.</p>
<p dir=”ltr”>Tenet Healthcare Corporation (THC) apparently does not like shareholder input in the form of shareholder proposals. THC is believed to have used dishonest means by Mr. Chad Wiener to prevent a vote on a 2025 shareholder proposal regarding executive pay submitted to THC. </p>
<p dir=”ltr”>An independent Board Chairman could also help THC deal with headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>In May 2025, five Tenet-owned hospitals in Florida sued The Leapfrog Group, a non-profit watchdog, to block the publication of poor THC safety grades (which included three “F” and two “D” ratings). Leapfrog then issued a cease-and-desist letter, accusing the THC hospitals of spreading false statements.<br><br>A report by the state Department of Public Health (DPH) and the Centers for Medicare & Medicaid Services (CMS) found Tenet’s St. Vincent Hospital in “immediate jeopardy” due to dangerous understaffing linked to at least 3 patient deaths. The hospital faced the potential termination of all Medicare and Medicaid funding, which accounts for over 70% of its revenue.<br><br>THC net profit margins dropped significantly from 14% the previous year to 6%, a key warning sign for shareholders.</p>
<p dir=”ltr”>The stock price fell by 5% after the Q3 2025 earnings report.<br><br>A proposed class-action lawsuit was filed, accusing Tenet of mismanaging its employee 401(k) plan by using nearly $28 million in forfeited contributions from departing workers to reduce its own contributions, rather than using the funds to lower administrative fees.</p>
<p dir=”ltr”>The “One Big Beautiful Bill Act” introduced policy shifts, including Medicaid cuts and tighter eligibility, which analysts estimate could cause millions of Americans to lose their healthcare coverage and create a challenging environment for the healthcare sector in late 2025 and beyond.</p>

</div>
</div>
</div>
<div class=”middle-content editor-block”>
<div class=”content-block”>
<div class=”main-content”>

</div>
</div>
</div>

</section>
</div>
<aside class=”col-xl-3 right-side”>
<div class=”column-contain”>

<h3>Lead Filer</h3>
<div class=”views-row”>
<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
</div>

</div>

</div>
</div>

</div>
</div>
</aside&gt