Lisa Foo
TENET HEALTHCAREAbout Lisa Foo
Lisa Y. Foo is Executive Vice President, Commercial Operations at Tenet Healthcare (THC), age 34, serving in this role since March 2022 after being VP, Chief Commercial & Strategy Officer from April 2019 to March 2022; she leads enterprise strategy, business development, marketing, data & analytics, and procurement, and holds a B.S. in Biological Engineering from MIT . Company performance under her tenure included 2024 Adjusted EBITDA growth of 13% with consolidated adjusted EBITDA margin at 19.3%, $1.1B free cash flow, leverage at 2.54x, USPI same-facility revenue growth of 7.8%, and portfolio expansion and deleveraging . Tenet’s 2024 annual incentive plan funded at 200% of target and 2022 performance RSUs earned at 199.7% with Relative TSR ranking first vs hospital peers (applying +25% multiplier), signaling strong pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tenet Healthcare | EVP, Commercial Operations | 2022–present | Leads strategy, business development, marketing, data/analytics, procurement across the enterprise |
| Tenet Healthcare | VP, Chief Commercial & Strategy Officer | 2019–2022 | Drove commercial strategy and enterprise initiatives prior to EVP appointment |
| McKinsey & Company | Associate Partner (San Francisco) | 2017–2019 | Advising healthcare clients; foundation for strategy and analytics leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No public company external roles disclosed in 2025 proxy | — | — |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $630,385 | $650,000 | $650,000 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Perquisites & Other ($) | $158,998 | $167,860 | $200,661 |
- 2024 say‑on‑pay approval: 96% (supporting compensation framework) .
- Clawbacks in place for AIP and Rule 10D‑1 compliant recovery policy; anti‑hedging/anti‑pledging; no option repricing without shareholder approval .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Results
| Metric | Weighting | 2024 Target | 2024 Actual Payout Factor | Notes |
|---|---|---|---|---|
| Adjusted EBITDA | 70% | $3.995B | 140% | Primary financial metric used by investors |
| Adjusted FCF Less NCI | 30% | $588M | 60% | Focus on sustainable cash generation |
| Corporate Funding Pool | — | — | 200% of target | HR Committee confirmed 200% corporate achievement |
| AIP Outcome (Lisa Foo) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target ($) | $507,000 | $1,267,500 | $487,500 |
| Calculated (Corporate × Target) ($) | — | — | $975,000 |
| Individual Performance Multiplier | — | — | 150% |
| Quality/Compliance Modifier | — | — | 0% |
| Actual AIP Paid ($) | $507,000 | $1,267,500 | $1,462,000 |
- Lisa’s performance review highlights: strengthened Commercial Operations capabilities; advanced strategic capital deployment, physician engagement, service line development; progressed enterprise efficiency and AI‑enabled analytics initiatives (individual multiplier 150%) .
Long‑Term Incentives (RSUs/PRSUs)
| 2024 LTI Grants (Feb 2024) | Time‑Based RSUs | Performance‑Based RSUs | Total Target Value |
|---|---|---|---|
| Grant Value ($) | $1,250,061 | $1,250,061 | $2,500,122 |
| Grant Date | Feb 28, 2024 | Feb 28, 2024 | — |
| Units Granted | 14,011 RSUs | 4,670 PRSUs (2024 tranche) | — |
| Vesting | Ratable over 3 years | Earned over 3 years (Adjusted EPS & Adjusted FCF Less NCI) with ±25% Relative TSR modifier vs peers; vests Feb 28, 2027 for 2024 tranche |
| Outstanding Equity (12/31/2024) | Units Unvested | Market Value ($) |
|---|---|---|
| 2022 Time‑Based RSUs (grant 2/23/22) | 2,107 | $265,967 |
| 2022 PRSUs (earned 199.7%, vested 2/23/25) | 12,622 (earned) | $1,593,275 |
| 2023 Time‑Based RSUs (grant 3/1/23) | 8,397 | $1,059,953 |
| 2023 PRSUs (max possible; vest 3/1/26) | 18,891 (max) | $2,384,611 |
| 2024 Time‑Based RSUs (grant 2/28/24) | 14,011 | $1,768,609 |
| 2024 PRSUs (max possible; vest 2/28/27) | 11,675 (max) | $1,473,735 |
- 2022 PRSU program results: Adjusted EPS/Adjusted FCF Less NCI tranches, Relative TSR ranked first vs CHS/HCA/UHS (+25% modifier), final 199.7% payout; vested Feb 23, 2025 .
- Grant‑date assumptions and Monte Carlo valuation details provided in proxy .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 28,878; less than 1% of outstanding (percent indicated “*”) |
| Hedging/Pledging | Prohibited; no director/executive officer has pledged shares |
| Stock Ownership Guidelines | EVPs: 2× base salary; NEOs are in compliance or on track |
| 10b5‑1 Trading Arrangements (Q3 2025) | None adopted or terminated by directors/Section 16 officers during the quarter |
Vesting schedule implications:
- Time‑based RSUs vest annually on grant anniversary (2024 grant: Feb 28, 2025/2026/2027) .
- Performance‑based RSUs vest after full performance periods: 2023 PRSUs on Mar 1, 2026; 2024 PRSUs on Feb 28, 2027 .
Employment Terms
- Executive Severance Plan (ESP): For Ms. Foo, a qualifying “non‑cause” termination outside change‑of‑control provides 1.5 years of severance pay (base + bonus basis), pro‑rata AIP for year of termination, continued benefits during the severance period, up to $25,000 outplacement, and equity vesting per award terms (with May 2024 amendment enabling continued vesting upon qualifying termination even if underlying award agreements do not provide for such vesting) .
- Restrictive covenants under ESP include non‑competition, confidentiality, non‑disparagement, and non‑solicitation during at least the severance period .
- Change‑of‑control excise tax gross‑ups: None; governance prohibits hedging/pledging and option repricing without shareholder approval .
- Clawbacks: AIP clawback for misconduct; Rule 10D‑1 NYSE‑compliant recovery for excess incentive‑based compensation after restatement .
Deferred compensation and retirement programs:
- DCP (2024): Employee deferrals $117,675; Company match $58,838; earnings $103,677; balance $725,633 .
- Executive Retirement Account (ERA) (2024): Company contribution $130,000; earnings $21,980; balance $603,767; vesting schedules and retirement eligibility per plan .
Performance & Track Record
- Corporate outcomes relevant to Ms. Foo’s commercial remit: 2024 Adjusted EBITDA +13% YoY; margin 19.3%; USPI same‑facility revenue +7.8%; hospital admissions +4.7%; $1.1B free cash flow; leverage 2.54x; portfolio optimized via 14 hospital divestitures and ~70 ASC additions .
- AIP corporate funding at 200% of target; Lisa’s AIP payout $1,462,000 based on 150% individual multiplier and no compliance adjustment .
- 2022 PRSUs: 199.7% earned; first‑place Relative TSR vs peers .
Risk indicators and governance:
- No related‑party transactions requiring disclosure since prior fiscal year .
- Insider trading: No 10b5‑1 plan adoptions/terminations in Q3 2025 among directors/Section 16 officers .
- Strong compensation governance: independent HR Committee, external consultant, benchmarking, clawbacks, anti‑hedging/pledging, stock ownership requirements .
Investment Implications
- Alignment: High variable pay tied to Adjusted EBITDA, Adjusted FCF Less NCI, Adjusted EPS, and Relative TSR creates strong linkage between Ms. Foo’s incentives and shareholder value drivers; 2024 AIP at 200% funding and 2022 PRSUs at 199.7% confirm execution against targets .
- Retention: 2024 $500,000 cash retention bonus to each NEO (repayable if departure before June 21, 2026) plus ongoing RSU vesting across 2025–2027 reduce near‑term attrition risk; ESP amendment enables continued vesting on qualifying termination, further stabilizing leadership continuity .
- Selling pressure: Annual RSU vestings (Feb/March cycles) and PRSU vest dates (2026–2027) can create predictable supply windows; however, anti‑hedging/pledging policies and ownership requirements temper misalignment risk .
- Execution focus: Ms. Foo’s remit spans strategy, growth, and analytics/AI enablement—areas directly referenced in her performance review and consistent with Tenet’s portfolio optimization and margin expansion, suggesting continued emphasis on commercial levers (pricing yield, service line development, ambulatory expansion) .