Thomas Arnst
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary at 
TENET HEALTHCARE
TENET HEALTHCAREExecutive
About Thomas Arnst
Thomas W. Arnst (age 62) serves as Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary at Tenet Healthcare, leading enterprise Human Resources, Legal and Government Relations and serving as Chief Risk Officer; he was appointed to his current role in April 2021 and previously held the same roles at Conifer Health Solutions starting in 2018 . He holds a JD and LL.M. from the University of Miami and a BBA in Finance from Florida Atlantic University . Under his tenure, Tenet’s 2024 performance featured adjusted EBITDA up 13% year-over-year, consolidated adjusted EBITDA margin of 19.3%, free cash flow of $1.1B, cash on hand of ~$3.0B, USPI same-facility revenue growth of 7.8%, hospital admissions growth of 4.7%, and leverage ratio of 2.54x EBITDA, supporting strong pay-for-performance outcomes in incentive plans . In LTI programs, the 2022 PRSU cycle (3-year period ended 2024) earned 199.7% of target with first-place relative TSR versus peers (CHS, HCA, UHS), highlighting multi-year value creation alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tenet (Conifer subsidiary) | Chief Administrative Officer, General Counsel & Corporate Secretary | 2018–2021 | Led legal and administrative functions at Conifer prior to elevation to Tenet corporate EVP; foundation for enterprise HR/legal transformation |
| Millennium Health | Chief Administrative Officer | n/d | Senior administrative leadership in healthcare services; operational experience leveraged at Tenet |
| Expert Global Solutions | EVP, Chief Administrative Officer, General Counsel, Head of Global HR, Corporate Secretary | n/d | End-to-end responsibility across HR, legal and corporate governance; broad outsourcing/operations background |
| Safety-Kleen; AmeriServe; RailTex; Ryder | Executive leadership positions | n/d | Diverse operating roles across industrials, logistics and services, adding cross-industry execution breadth |
n/d = not disclosed in proxy.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 639,712 | 650,000 | 650,000 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Cash Bonus ($) | 181,500 (sign-on/retention) | - | 500,000 (retention; repayable if depart before 6/21/2026) |
| All Other Compensation ($) | 152,893 | 139,900 | 168,454 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| AIP – Adjusted EBITDA | 70% | $3.995B | 140% weighted payout | Cash (annual) |
| AIP – Adjusted FCF Less NCI | 30% | $588M | 60% weighted payout | Cash (annual) |
| Final AIP Funding | — | — | 200% of target | Cash (annual) |
| Individual Performance Multiplier (Arnst) | — | — | 150% (legal/HR transformation; GBC transition of 4,000+ roles; cost management) | Applied to AIP |
| 2024 AIP Outcome (Arnst) | Target ($) | Calculated ($) | Individual Multiplier | Compliance Modifier | Actual Payout ($) |
|---|---|---|---|---|---|
| Annual Incentive | 487,500 | 975,000 | 150% | 0% | 1,462,000 |
| 2024 LTI Grants (RSUs/PRSUs) | Grant Type | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Time-Based RSUs | RSU | 16,813 | 1,500,056 | Ratable over 3 years |
| Performance RSUs (2024 Tranche 1) | PRSU | Target 5,604; Max 14,010 | 550,257 | Earn over 3 years; Adjusted EPS and Adjusted FCF Less NCI with +/-25% cumulative 3-yr relative TSR vs CHS/HCA/UHS |
| Performance RSUs (2023 Tranche 2) | PRSU | Target 5,598; Max 12,596 | 584,991 | Earn over 3 years; same metrics |
| Performance RSUs (2022 Tranche 3) | PRSU | Target 4,214; Max 8,428 | 402,100 | Earned 199.7%; vested Feb 23, 2025 |
| LTI Performance Framework | Metric | Description | TSR Modifier |
|---|---|---|---|
| Adjusted EPS | Per-share profitability excl. certain gains/losses | +25% for 1st; no change for 2nd/3rd; 75% for 4th; overall max 250% | |
| Adjusted FCF Less NCI | FCF minus cash distributions to NCI; supports acquisitions, de novo, debt reduction | Applied over full 3-yr period | |
| Relative TSR | vs CHS, HCA, UHS | Served as multiplier; 2022 cycle ranked 1st (125%) |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 25,786 shares; <1% of outstanding |
| Unvested Time-Based RSUs (as of 12/31/2024) | 4,214 (2/23/22); 11,196 (3/1/23); 16,813 (2/28/24) |
| Unearned PRSUs Outstanding (Max as of 12/31/2024) | 25,189 (3/1/23 cycle); 14,010 (2/28/24 cycle) |
| Vested in 2024 | 42,885 shares vested; value realized $3,988,068 (includes 4,018 RSUs transferred via domestic relations order) |
| Pledging/Hedging | Prohibited; no director or current executive officer has pledged company stock |
| Stock Ownership Guidelines (EVP) | 2x base salary; all NEOs in compliance or on track; must retain 100% of net shares until compliant |
| Options | No stock options granted in 2024; none exercised by NEOs in 2024 |
Employment Terms
| Provision | Outside Change of Control | Change of Control (Double Trigger) |
|---|---|---|
| Severance Multiple | 1.5x of (base + target bonus) over 1.5-year severance period | 2.0x of (base + target bonus), lump sum if terminated within 2 years post-CoC |
| Cash Severance (Illustrative as of 12/31/2024) | $1,706,250 (Arnst) | $2,275,000 (Arnst) |
| Pro-Rata AIP Bonus | Yes (based on actual performance) | Yes (based on actual performance) |
| Benefits & Outplacement | Medical/dental/life/AD&D during severance; outplacement up to $25k | Same, paid as applicable; lump sum for severance |
| Equity Treatment | Time RSUs vest; PRSUs vest subject to performance with proration; continued vesting provided via amended participation/offer letters for Arnst (Feb 2022) even if award agreements are silent | Accelerated vesting of unvested equity per ESP and award terms |
| Non-Compete/Non-Solicit | Required for receipt of severance; covenants remain in effect for at least the severance period | |
| Clawbacks | AIP clawback for misconduct causing harm; Rule 10D-1 compliant policy to recoup excess incentive comp after restatement | |
| Anti-Hedging/Anti-Pledging | Hedging and pledging prohibited for directors, officers and covered employees |
Compensation Governance, Peer Benchmarking and Say-on-Pay
- Independent compensation consultant: Meridian Compensation Partners; market data, peer review and program advice; HR Committee assessed independence and reported no conflicts .
- Peer group for 2024 pay benchmarking includes direct hospital peers (CHS, HCA, UHS) and related healthcare companies (e.g., Baxter, BD, Boston Scientific, DaVita, Encompass Health, Henry Schein, Humana, LabCorp, Molina, Quest, Select Medical, Stryker) .
- 2024 Say-on-Pay approval exceeded 96%, with HR Committee maintaining program structure given strong shareholder support .
Performance & Track Record
- Company execution (2024): Divested 14 hospitals for $4.9B gross proceeds, added ~70 ASCs, retired ~$2.1B of senior secured notes; leverage 2.54x EBITDA; adjusted EBITDA +13% YoY; consolidated adjusted EBITDA margin 19.3%; FCF $1.1B; cash ~$3.0B .
- Arnst-specific contributions (2024): Led strengthening and streamlining of legal/HR, advanced enterprise service delivery and external spend management, championed Global Business Center transition of 4,000+ roles, positioning for continued efficiency gains (reflected in 150% individual AIP multiplier) .
- Multi-year LTI performance: 2022 PRSU cycle earned 199.7% with first-place cumulative relative TSR vs direct peers, evidencing strong shareholder alignment .
Compensation Structure Analysis
- Year-over-year mix: 2024 included a $500k retention cash bonus across NEOs, increasing fixed/deferred cash elements but still predominately performance- and equity-linked; AIP funded at 200% with a robust individual multiplier for Arnst (150%) tied to transformation outcomes .
- LTI design shifts: Use of RSUs rather than options reduces risk and emphasizes retention; PRSUs tied to multi-year Adjusted EPS/FCF plus relative TSR ensure alignment with earnings quality and capital discipline .
- Governance protections: No option repricing, no excise tax gross-ups, strong clawbacks, anti-hedging/pledging reduce misalignment risk .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure since the beginning of the last fiscal year .
- Hedging/pledging: Prohibited; no pledges by directors or current executive officers .
- Options repricing: Not permitted without shareholder approval; none in 2024 .
- Legal proceedings: Not disclosed in proxy.
Equity Ownership & Deferred Compensation Details
| Plan | Executive Contributions 2024 ($) | Company Contributions 2024 ($) | Aggregate Earnings 2024 ($) | Aggregate Balance at 12/31/2024 ($) |
|---|---|---|---|---|
| Deferred Compensation Plan (DCP) – Arnst | 43,125 | 21,563 | 937 | 65,625 |
| Executive Retirement Account (ERA) – Arnst | — | 130,000 | 54,619 | 703,915 |
Investment Implications
- Alignment: AIP metrics (70% Adjusted EBITDA, 30% Adjusted FCF Less NCI) and PRSUs tied to EPS/FCF with relative TSR underpin pay-for-performance and capital discipline, consistent with deleveraging and portfolio transformation .
- Retention risk: A $500k retention bonus and significant unvested RSUs/PRSUs (e.g., 25,189 max PRSUs from 2023 cycle; 14,010 max PRSUs from 2024 cycle) create strong retention hooks; continued vesting protections under amended ESP lower voluntary turnover risk .
- Trading signals: Material annual vestings (42,885 shares vested in 2024; $3.99M realized) can coincide with window periods and potential selling pressure; anti-hedging/pledging guardrails mitigate alignment concerns, and ownership guidelines require 2x salary equity holding .
- CoC economics: Double-trigger severance (2.0x base+bonus for Arnst) with accelerated vesting could influence behavior in strategic events but remains within market norms and lacks gross-up features, reducing shareholder-unfriendly optics .
Current title confirmations via recent 8-K signatures (Nov 3, 5, 18, 2025) further evidence Arnst’s active role as EVP, Chief Administrative Officer, General Counsel and Corporate Secretary .