ThZeal - The Zeal

340 SEVEN SPRINGS WAY, SUITE 100

BRENTWOOD, TENNESSEE 37027

April 8, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Ardent Health

Partners, Inc., to be held on Wednesday, May 21, 2025, at 10:30 a.m. (Central Time), at our executive offices located at 340

Seven Springs Way, Suite 100, Brentwood, Tennessee 37027. The matters to be acted upon at the Annual Meeting are more

fully described in the accompanying Proxy Statement and related materials.

In accordance with rules adopted by the Securities and Exchange Commission, we are mailing to many of our stockholders a

Notice of Internet Availability of Proxy Materials instead of a paper copy of the Proxy Statement and our 2024 Annual

Report to Stockholders. The Notice of Internet Availability of Proxy Materials contains instructions on how stockholders can

access our proxy materials over the internet as well as how stockholders can receive a paper copy of our proxy materials,

including the Proxy Statement, the 2024 Annual Report to Stockholders and a form of proxy card.

It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual

Meeting, please vote by proxy as soon as possible by following the instructions located in the Notice of Internet Availability

of Proxy Materials or in the Proxy Statement. If you attend the Annual Meeting, you may withdraw your proxy and vote

your shares personally.

We look forward to your attendance at the Annual Meeting.

Sincerely,

Mark Sotir

Chairman of the Board

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, AFTER REVIEWING THE PROXY MATERIALS, PLEASE

VOTE BY PHONE OR ONLINE FOLLOWING THE INSTRUCTIONS SET FORTH IN THE FOLLOWING PROXY MATERIALS OR, IF

YOU REQUESTED A PRINTED COPY, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD.

340 SEVEN SPRINGS WAY, SUITE 100

BRENTWOOD, TENNESSEE 37027

Notice of Annual Meeting of Stockholders

To Be Held May 21, 2025

To Our Stockholders:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Ardent Health Partners, Inc. will be held on

Wednesday, May 21, 2025, at 10:30 a.m. (Central Time), at our executive offices located at 340 Seven Springs Way, Suite

100, Brentwood, Tennessee 37027.

The Annual Meeting is being convened for the following purposes:

(1)To elect 11 nominees as directors;

(2)To approve, on a non-binding advisory basis, the compensation of our named executive officers;

(3)To approve, on a non-binding advisory basis, the frequency of a non-binding advisory vote on the compensation of

our named executive officers;

(4)To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal

year ending December 31, 2025; and

(5)To transact any other business that properly comes before the Annual Meeting or any adjournments or

postponements thereof.

The matters to be acted upon at the Annual Meeting are more fully described in the Proxy Statement and related materials.

Please read the materials carefully.

The Board of Directors has fixed the close of business on March 28, 2025 as the record date for determining stockholders

entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

Dated: April 8, 2025By order of the Board of Directors,

Mark Sotir

Chairman of the Board

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, AFTER REVIEWING THE PROXY MATERIALS, PLEASE

VOTE BY PHONE OR ONLINE FOLLOWING THE INSTRUCTIONS SET FORTH IN THE FOLLOWING PROXY MATERIALS OR, IF

YOU REQUESTED A PRINTED COPY, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD.

iii

Table of Contents


Proxy Statement	1
Information Concerning Solicitation and Voting	1
Proposal 1: Election of Directors	3
Corporate Governance	9
Proposal 2: Non-Binding Advisory Vote on Executive Compensation	15
Proposal 3: Non-Binding Advisory Vote on the Frequency of the Vote on Executive Compensation	16
Management	17
Security Ownership of Certain Beneficial Owners and Management	19
Compensation Discussion and Analysis	21
Compensation Committee Report	37
Executive Compensation	38
Pay Versus Performance	49
Director Compensation	51
Equity Compensation Plans	53
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm	54
Audit and Compliance Committee Report	55
Certain Relationships and Related Party Transactions	56
General Information	61
Reconciliation of Non-GAAP Measures	63

NOTE TO READERS

Unless the context otherwise requires, all references in this Proxy Statement to "Ardent," "the Company," "we," "us" or

"our" mean Ardent Health Partners, Inc. and its affiliates. Ardent Health Partners, Inc. is a holding company that has

affiliates that operate acute care hospitals and other healthcare facilities and employ physicians. The term "affiliates"

includes direct and indirect subsidiaries of Ardent and partnerships and joint ventures in which such subsidiaries are equity

owners.

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain "forward-looking statements," as that term is defined in the U.S. federal securities

laws. These forward-looking statements include, but are not limited to, statements other than statements of historical facts,

including, among others, statements relating to our future financial performance, our business prospects and strategy, the

industry in which we operate and other similar matters. Words such as "anticipates," "expects," "intends," "plans,"

"predicts," "believes," "seeks," "estimates," "could," "would," "will," "may," "can," "continue," "potential," "should" and the

negative of these terms or other comparable terminology often identify forward-looking statements. These forward-looking

statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual

results to differ materially from the results contemplated by the forward-looking statements, including the risk factors and

other cautionary statements discussed in our Annual Report on Form 10-K for the year ended December 31, 2024. The

forward-looking statements pertain only to the date they are made, and we do not undertake any obligation to update

them to reflect new information or events unless required by law. Stockholders are advised not to place undue reliance on

these statements and to consult any additional disclosures we may provide through our other filings with the SEC, such as

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Proxy Statement

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of the Company

of proxies to be voted at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), to be held at our executive

offices located at 340 Seven Springs Way, Suite 100, Brentwood, Tennessee 37027, on Wednesday, May 21, 2025, at 10:30

a.m. (Central Time), for the purposes set forth in the accompanying notice, and at any adjournments or postponements

thereof. This Proxy Statement and the accompanying proxy are first being mailed or made available to stockholders on or

about April 8, 2025.

Information Concerning Solicitation and Voting

Record Date

The close of business on March 28, 2025 has been fixed as the record date for the determination of stockholders entitled to

vote at the Annual Meeting. As of such date, we had 750,000,000 authorized shares of common stock, $0.01 par value per

share ("Common Stock"), of which 142,750,013 shares were outstanding and entitled to vote, and 50,000,000 authorized

shares of preferred stock, $0.01 par value per share, of which no shares were outstanding. Common Stock is our only

outstanding class of voting stock. Each share of Common Stock will have one vote on each matter to be voted upon at the

Annual Meeting.

Quorum Requirements

A majority of the shares of Common Stock entitled to vote, represented in person or by proxy, is required to constitute a

quorum. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the

Annual Meeting. If a quorum is not present at the time of the Annual Meeting, the stockholders entitled to vote, present in

person or represented by proxy, shall have the power to adjourn the Annual Meeting until a quorum shall be present or

represented by proxy. The Annual Meeting may be adjourned from time to time, whether or not a quorum is present, by

the affirmative vote of a majority of the votes present and entitled to be cast at the Annual Meeting.

Voting Procedures

Whether you hold shares directly as the stockholder of record or through a broker, trustee or other nominee, as the

beneficial owner, you may direct how your shares are voted without attending the Annual Meeting. If you hold shares in

street name, you must vote by giving instructions to your broker or nominee. You should follow the voting instructions on

any form that you receive from your broker or nominee. The availability of telephone and Internet voting for shares held in

street name will depend on your broker’s or nominee’s voting process. Please refer to the instructions in the materials

provided in the Notice of Internet Availability of Proxy Materials or proxy card provided to you for information on the

available voting methods.

If a proxy is properly given prior to or at the Annual Meeting and not properly revoked, it will be voted in accordance with

the instructions, if any, given by the stockholder. Subject to the requirements described below, if no instructions are given,

each proxy will be voted:

•FOR the election as directors of the nominees described in this Proxy Statement (Proposal 1);

•FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers (the

“NEOs”) set forth in the section below entitled “Compensation Discussion and Analysis" (Proposal 2);

•FOR a frequency of every year for future non-binding advisory votes on the compensation of our NEOs

(Proposal 3);

•FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm

for the fiscal year ending December 31, 2025 (Proposal 4); and

•In accordance with the recommendation of the Board on any other proposal that may properly come before

the Annual Meeting or any adjournment thereof.

The persons named as proxies were selected by our Board.

Without your instructions, your broker or nominee is permitted to use its own discretion and vote your shares on certain

routine matters (such as Proposal 4), but is not permitted to use its discretion and vote your shares on non-routine matters

(such as Proposals 1, 2 and 3). We urge you to give voting instructions to your broker or nominee on all proposals. Shares

that are not permitted to be voted by your broker or nominee are called "broker non-votes." Broker non-votes are not

considered shares entitled to vote for or against a proposal and, therefore, will have no direct impact on any proposal. If

you abstain from voting on Proposal 1, your abstention will have no effect on the outcome of the election. If you abstain

from voting on Proposals 2, 3 or 4, your abstention will have the same legal effect as a vote against these proposals.

Stockholders who give proxies have the right to revoke them at any time before they are voted by delivering a written

request to our Corporate Secretary at 340 Seven Springs Way, Suite 100, Brentwood, Tennessee 37027, prior to the Annual

Meeting or by submitting another proxy at a later date. The giving of the proxy will not affect the right of a stockholder to

attend the Annual Meeting and vote in person.

Miscellaneous

We will bear the cost of printing, mailing and other expenses in connection with this solicitation of proxies and will also

reimburse brokers and other persons holding shares of Common Stock in their names or in the names of nominees for their

expenses in forwarding the proxy materials to the beneficial owners of such shares. Certain of our directors, officers and

employees may, without any additional compensation, solicit proxies in person or by telephone.

Our management is not aware of any matters other than those described in this Proxy Statement that may be presented for

action at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is intended that the proxies

will be voted with respect thereto in accordance with the judgment of the person or persons voting such proxies subject to

the direction of our Board.

Proposal 1: Election of Directors

Introduction

Our Board currently consists of 11 members. Each director is to hold office until his or her successor is duly elected and

qualified or until his or her earlier death, resignation or removal. The authorized number of directors may be increased or

decreased by our Board in accordance with our certificate of incorporation. EGI-AM Investments, L.L.C. ("EGI-AM"), an

affiliated entity of Equity Group Investments ("EGI") and our controlling stockholder, has the right, but not the obligation, to

nominate a majority of our directors and to designate the Chairman of the Board, for so long as EGI-AM beneficially owns

50% or more of the total voting power of our outstanding stock, and ALH Holdings, LLC (a subsidiary of Ventas, Inc.

("Ventas")) also has the right, but not the obligation, to nominate one director to the Board, for so long as ALH Holdings, LLC

and any of its affiliates (including Ventas) together beneficially own 4% or more of the total voting power of our outstanding

Common Stock. Pursuant to the terms of the nomination agreement between us, EGI-AM and ALH Holdings, LLC (the

"Nomination Agreement"), Messrs. Sen and Sotir and Mses. Campion and Havdala were designated by EGI-AM and Mr.

Bulgarelli was designated by Ventas. For additional information, see "Certain Relationships and Related Party Transactions

– Nomination Agreement."

Qualification of Nominees to be Directors

As described below, our Board is composed of individuals from differing backgrounds and experiences. As reflected in the

table set forth below, we believe that each of our continuing directors possesses unique qualifications, skills and attributes

that complement the performance of the full Board. The experience that each has obtained from his or her professional

background, as set forth below, has qualified him or her to serve on our Board.

Nominees

The following table shows the names and ages (as of April 1, 2025) of each of the nominees designated by our Board to

become directors:


Name	Age	Title
Mark Sotir	61	Chairman of the Board
Martin J. Bonick	51	President and Chief Executive Officer, Director
Peter Bulgarelli	65	Director
Peter Bynoe	74	Director
Suzanne Campion	63	Director
Robert A. DeMichiei	60	Director
William Goodyear	76	Director
Ellen Havdala	59	Director
Edmondo Robinson	49	Director
Rahul Sen	34	Director
Rob Webb	55	Director

Information concerning our nominees is set forth below. The biographical description of each director includes the specific

experience, qualifications, attributes and skills that the Board would expect to consider if it were making a conclusion

currently as to whether such person should serve as a director.


	Mark Sotir

	Mr. Sotir has served as member of our Board since December 2017 and currently serves as chair of the Board. Mr. Sotir has been president of EGI, a private investment firm founded more than 50 years ago by Sam Zell, since October 2015. In this role, he oversees all aspects of the firm. He focuses on maximizing and sustaining the value of the firm’s investment portfolio and applies his more than 20 years of board and chief executive officer experience inside and outside the organization by actively engaging with the investment team and portfolio companies to improve business strategies and operating capabilities. He serves as chair of the investment committee for EGI and is a member of the board of directors and executive vice president for Chai Trust Company, LLC, the corporate trustee for the Zell family trusts. Mr. Sotir has served as chair of the board of East Coast Warehouse & Distribution, a provider of temperature-controlled logistics services to the food and beverage industry, since January 2022; Paper Transport, a for-hire trucking company focused on dedicated truckload, intermodal, and brokerage services, since July 2021; and an agricultural equipment dealer since January 2021. Additionally, Mr. Sotir has served on the board of directors of CraneWorks, a dealer of new and used truck-mounted and related mobile crane equipment, since October 2023. Mr. Sotir previously served as chair of the board of directors of Lanter Delivery Systems, an asset-light overnight dedicated delivery service provider, from July 2019 until February 2025. Mr. Sotir joined EGI in November 2006 as a managing director. Prior to joining EGI, Mr. Sotir was the chief executive officer of Sunburst Technology Corporation and on the company’s board of directors. He also served as the president of Budget Group, Inc. (Budget Rent A Car and Ryder Truck Rental) from April 1995 to February 2003 and was on the company’s board of directors from 2000 to 2003. Earlier in his career, Mr. Sotir worked at The Coca-Cola Company in senior brand management and sales roles from 1989 to 1995. Mr. Sotir earned an undergraduate degree in economics from Amherst College and a master’s degree in business administration from Harvard Business School. Our Board believes that Mr. Sotir’s extensive private equity experience overseeing portfolio companies makes him well- suited to serve on our Board.


	Martin ("Marty") J. Bonick

	Mr. Bonick has served as our president and chief executive officer since August 2020. Prior to joining Ardent, Mr. Bonick served as chief executive officer of PhyMed Healthcare Group, a national provider of anesthesia and pain management services, from September 2017 to August 2020. Mr. Bonick served as division president at Community Health Systems from January 2014 to August 2017 and as vice president of operations from November 2011 to January 2014. Mr. Bonick also served in executive leadership roles at Jewish Hospital & St. Mary’s Healthcare and OSU Medical Center at Ardent- affiliated Hillcrest HealthCare System. Mr. Bonick is a fellow in the American College of Healthcare Executives, has served as a board member of the Federation of American Hospitals since September 2020, Ensemble RCM, LLC d/b/a Ensemble Health Partners since July 2023, Community Hospital Corporation since June 2021 and the Via College of Medicine – Auburn Advisory Board since August 2015. Mr. Bonick holds dual master’s degrees from Washington University in St. Louis in healthcare administration and information management and an undergraduate degree in psychology from the University of Illinois. Our Board believes that Mr. Bonick is qualified to serve on our Board based on his service as our president and chief executive officer and his prior experience serving as an executive in the healthcare industry.


	Peter Bulgarelli

	Mr. Bulgarelli has served as a member of our Board since September 2018. Since April 2018, Mr. Bulgarelli has been the executive vice president of outpatient medical and research of Ventas. He also has served as president and chief executive officer of Lillibridge Healthcare Services, Inc., a fully integrated medical office building operating company, and wholly owned subsidiary of Ventas, since April 2018. Mr. Bulgarelli joined Ventas in 2018 following a successful 28-year career at Jones Lang LaSalle, Inc., a global professional services firm specializing in real estate, and most recently leading their industry focused businesses including healthcare, life sciences, higher education and the public sector businesses. Since August 2018. Mr. Bulgarelli has served on the board of directors of PMB Real Estate Services. He has been a member of the fiduciary board, finance committee, and chair of the real estate advisory council of the Ann & Robert H. Lurie Children’s Hospital of Chicago, a top-ranked children’s hospital and non-profit pediatric medical research center, since August 2022. Mr. Bulgarelli has also served as the past chairman of the Illinois Board for the American Diabetes Association. Mr. Bulgarelli earned an undergraduate degree in civil engineering from the University of Illinois and a master’s degree in business administration from Northwestern University’s Kellogg Graduate School of Business. Our Board believes that Mr. Bulgarelli is well-qualified to serve as a member of our Board due to his extensive experience in overseeing and managing companies.


	Peter Bynoe

	Mr. Bynoe has served as a member of our Board since August 2015. Mr. Bynoe is a senior advisor at DLA Piper LLP (US) and has represented the international law firm as a partner, executive committee member and practice group leader since 1995. Mr. Bynoe served as managing director at EGI from September 2014 to December 2019, where he sourced and evaluated new investment opportunities, oversaw portfolio companies and led EGI’s strategic diversification into the health care sector. Previously, Mr. Bynoe served as chief executive officer of Rewards Network, an EGI portfolio company that provided financing and marketing services to U.S. based restaurants, from September 2013 to August 2014 and as chief operating officer of Loop Capital Markets, a full-service international investment bank/broker dealer, from January 2008 to August 2013. Mr. Bynoe has served on the board of directors of TKO Group Holdings, Inc. since September 2023 and as chairman of the board of Flagship Communities REIT since August 2020. Previously, he served as chairman of Veridiam, Inc. from January 2016 to December 2018 and on the boards of Covanta Holding Company from October 2006 to November 2021; Frontier Communications from September 2007 to April 2020; Real Industry from June 2015 to May 2018; JACOR Communications from 1995 to 1999; JG Industries and Huffman-Koos Furnishings from 1992 to 1996; Uniroyal Technology Corporation from 1991 to 1995; and River Valley Savings Bank from 1991 to 1994. Mr. Bynoe’s civil commitment portfolio includes chairing the Illinois Sports Facility Authority from January 2005 to December 2005; Chicago Commission on Landmarks from February 1984 to September 1997; and Chicago Plan Commission from October 1997 to December 2004. His non-profit commitments have included: trustee of RUSH University System for Health since January 1994; life trustee of The Goodman Theatre since January 1984; and trustee of the CORE Center for the Research, Prevention and Care of Infectious Diseases from September 2001 to December 2022. He was elected a member of the Harvard University Board of Overseers from October 1992 to June 2001. Mr. Bynoe was the owner and managing general partner of the NBA’s Denver Nuggets from 1989 to 1992. Mr. Bynoe received his bachelor’s degree, cum laude, from Harvard College. He earned a Juris Doctorate degree from Harvard Law School and a master’s degree in business administration from the Harvard School of Graduate Management Education. He is a member of the Illinois Bar and a registered real estate broker in the state of Illinois. Our Board believes that Mr. Bynoe is well-qualified to serve on our Board because of his strong legal and leadership experience in a variety of industries.


	Suzanne Campion

	Ms. Campion has served as a member of our Board since December 2021. In 2018, Ms. Campion helped structure and build Doran Leadership Partners, a boutique executive search firm focused on middle market and founder-owned companies and large philanthropic organizations. She served as the managing director and chief operating officer until April 2022 subsequently becoming an advisor to the firm until January 2024. Ms. Campion co-founded NextLevelNPO in 2013, which provides operational, financial and strategic advisory services to non-profit clients. In 2019, she became an advisor to the firm and resigned in early 2024. Previously, Ms. Campion spent her career in finance and over the course of 25 years, she focused on operations, client advisory, investments, financial analysis, strategy, and human resources for a variety of investment firms from August 1988 to September 2012 including Citigroup, Front Barnett Associates, J.P. Morgan & Co., and Bankers Trust Company. Since April 2019, Ms. Campion has served on the board of Chai Trust Company, LLC, the corporate trustee for the Zell family trusts, and serves as the chair of its Governance Committee and its Distribution and Beneficiary Relations Committee. Before moving from Chicago in 2023, Ms. Campion was a board member of the KIPP Chicago Public Charter School Board from January 2014 and served on the Founder’s Board of Lurie Children’s Hospital of Chicago from January 2005. Upon moving to Santa Fe, New Mexico, Ms. Campion joined the board of one of the largest public dog parks in the country, the Frank S. Ortiz Dog Park. Ms. Campion earned an undergraduate degree in economics from St. Olaf College and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Our Board believes that Ms. Campion’s extensive executive and board member experience and demonstrated history of working in finance, operations, strategy and governance makes her well-qualified to serve on our Board.


	Robert A. DeMichiei

	Mr. DeMichiei has served as a member of our Board since April 2, 2025. Mr. DeMichiei served as executive vice president and chief financial officer at the University of Pittsburgh Medical Center ("UPMC"), a large nonprofit health system and leading healthcare provider and insurer, from 2004 to 2020. During his tenure, he played a pivotal role in driving UPMC’s financial growth and led numerous strategic initiatives, including mergers and acquisitions, supply chain management, and revenue cycle improvements. Prior to joining UPMC, Mr. DeMichiei held various leadership roles with the General Electric Company (NYSE: GE), an equipment, solutions, and services provider, from 1997 to 2004, and with PricewaterhouseCoopers, a network of professional services firms, from 1987 to 1997. Mr. DeMichiei has served as a board member of Waystar Holding Corp. (Nasdaq: WAY), a provider of leading healthcare payments software, since January 2020, Ampco-Pittsburgh Corporation (NYSE: AP), a manufacturer of forged and cast engineered products and air and liquid processing products, since May 2022, and Auto Club Enterprises/AAA, a national insurer and member services organization and a part of the AAA federation of motor clubs, since October 2021. Mr. DeMichiei also currently serves as a strategic advisor for Health Catalyst, Inc. (Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, and Omega Healthcare Management Services, a leading provider of revenue cycle management and clinical services to healthcare organizations. He was a founder and former board member of Prodigo Solutions, Inc., a supply chain and data enablement technology company. He is the former chairman and a current board member of the United Way of Southwestern Pennsylvania, the finance committee chair of the Seton Hill University Board of Trustees, and the treasurer and finance committee chair of the Advanced Leadership Institute, which are all charitable organizations. The Board believes that Mr. DeMichiei is well-qualified to serve on the Board given his extensive experience in healthcare finance and operations including with a multi-faceted health system larger than the Company, as well as his extensive board experience. In addition, the Board determined that Mr. DeMichiei’s service on the audit committees of the Company and two other public company boards provides valuable perspective and does not impair his ability to effectively serve on our audit and compliance committee.


	William Goodyear

	Mr. Goodyear has served as a member of our Board and chairman of our audit and compliance committee since March 2019. Mr. Goodyear served as chairman and chief executive officer at Navigant Consulting from 2000 to 2014. From 1994 to 1999, Mr. Goodyear served as chairman of Bank of America Illinois and as president of Bank of America’s Global Private Bank. Prior to that he held domestic and international executive positions with Continental Bank Corporation from 1972 until it merged with Bank of America in 1994. From 2015 to 2022, Mr. Goodyear was on the board of Exterran Corporation where he was the lead independent director, chair of the audit committee and a member of the compensation committee. Since October 2014, he has also been a director of Enova, Inc. and a member of its audit committee. Mr. Goodyear has been on the board of Rush University Medical Center for over 30 years serving in various capacities including chairman of the board, chairman of the executive committee and now as an advisor trustee. He is the past chairman of the Museum of Science and Industry and was a member of the Executive Committee. He is currently an emeritus trustee of the University of Notre Dame after previously serving on the Advisory Council for the Mendoza College of Business, the University Board of Trustees and as a Fellow of the University. Mr. Goodyear earned an undergraduate degree in business from Notre Dame and a master’s degree in business administration from the Tuck School of Business Administration at Dartmouth College. Mr. Goodyear received an honorary Doctor of Laws degree from Notre Dame in May 2018. Our Board believes that Mr. Goodyear’s extensive management and director experience makes him well-qualified to serve on our Board.


	Ellen Havdala

	Ms. Havdala has served as a member of our Board since January 2019. In Ms. Havdala’s current role as a managing director of EGI, she represents EGI in finding and evaluating potential investments and works with existing portfolio companies. Since joining EGI in September 1990, Ms. Havdala has worked in a variety of capacities for Sam Zell’s affiliates. She has served on the board for CraneWorks, Inc., a dealer of new and used truck-mounted and related mobile crane equipment, since April 2024. In addition, she is responsible for establishing and overseeing the Zell Global Entrepreneurship Network, an organization that provides continuing education and mentorship for student and alumni of three entrepreneurship programs sponsored by the Zell Family Foundation. As part of her involvement, she also serves on the board of the Zell Lurie Institute at the University of Michigan Ross School of Business. Previously, she served on the boards of Lanter Delivery Systems, an asset-light overnight dedicated delivery service provider; Equity Distribution Acquisition Corp., a special purpose acquisition company targeting opportunities to apply technological advancement within the industrial sector; SIRVA, Inc., a provider of moving and relocation services; Rewards Network, a dining rewards company; WRS Holding Company, which specializes in environmental construction and remediation; East Mediterranean Gas Company SAE, an Egyptian natural gas transmission business; National Patent Development Corporation, a holding company focused on pharmaceutical and home improvement products; and Home Products International, a global consumer products company. She also held the roles of executive vice president at Equity International and vice president of Scott Sports Group, Inc. Ms. Havdala began her career as a financial analyst with The First Boston Corporation in New York City in 1988. Ms. Havdala graduated magna cum laude with an undergraduate degree in economics from Harvard College and earned her Master of Divinity degree from the University of Chicago in 2016. Our Board believes that Ms. Havdala is well-qualified to serve on our Board due to her extensive management and investment experience.


	Edmondo Robinson, M.D.

	Dr. Robinson has served as a member of our Board since January 2022. Dr. Robinson has served as a director of TruLite Health, a developer of the only health equity solution to remediate clinical bias, since February 2025 and Carriage Services, Inc. (NYSE: CSV), a leading provider of funeral and cemetery services and merchandise in the United States, since October 2024. He currently serves as a member of the Compensation, Audit and Corporate Governance Committees for Carriage Services, Inc. Dr. Robinson has been the Founder and CEO of Downeast Digital, a company that leverages digital innovation to address critical challenges of medicine, since February 2024. Dr. Robinson has served as trustee of the board of the University of Vermont Health Network since January 2024, as chair of the National Advisory Council for the Agency for Healthcare Research and Quality since January 2019, and has served on the Technical Expert Panel, Impact Assessment of CMS Quality and Efficiency Measures for CMS since 2019. Dr. Robinson has also served on the AT&T Healthcare Advisory Council since January 2019 and Digital Medicine Society Strategic Advisory Board since April 2019. Dr. Robinson has been a practicing academic hospitalist at the Moffitt Cancer Center since December 2019 and a professor of Internal Medicine and Oncologic Science at University of South Florida’s Morsani College of Medicine since December 2019. Previously, Dr. Robinson held the following positions: Senior Vice President and Chief Digital Officer at Moffitt Cancer Center from December 2019 to January 2024; various roles at ChristianaCare from July 2008 to December 2019; clinical assistant professor of medicine and associate professor of medicine at Sidney Kimmel Medical College from June 2009 to June 2017 and June 2017 to November 2019, respectively; clinical scholar at Robert Wood Johnson Foundation from July 2006 to June 2008; physician at Kaiser Permanente Medical Group from May 2006 to June 2008; and resident physician at Harbor-UCLA Medical Center from July 2003 to June 2006. Dr. Robinson also served on the board of Aster Insights from January 2020 to December 2023. Dr. Robinson is a fellow of the American College of Physicians, a senior fellow of the Society of Hospital Medicine, and an Aspen Institute Health Innovators Fellow. Dr. Robinson earned a medical degree from the University of California, Los Angeles, a master’s degree in business administration from the Wharton School and a master’s degree in health policy research from the University of Pennsylvania. Our Board believes that Dr. Robinson is well-qualified to serve on our Board due to his extensive medical and information management experience.


	Rahul Sen

	Mr. Sen has served as a member of our Board since November 2020. Mr. Sen has been a managing director at EGI since January 2022. As managing director, he sources and evaluates new investment opportunities, negotiates and structures transactions, and works to maximize the value of existing investments. In addition to our Board, Mr. Sen has served on the boards of Baja Aqua-Farms, a Bluefin tuna ranching operation, since November 2023; CraneWorks, a dealer of new and used truck-mounted and related mobile crane equipment, since October 2023; Entertainment Earth, a pioneer and established leader in the collectibles and toy industry, since July 2022; Ventana Exploration and Production II, LLC, an oil and gas acquisition and development company, since February 2019; and EGI’s agricultural equipment dealer since January 2021. Mr. Sen also supports EGI’s investment in a government contractor business providing information technology hardware and solutions to the federal intelligence agencies since February 2023. He previously served on the boards of RailUSA, LLC, a short-line and regional railroad platform owner and operator, from October 2018 to April 2022; Cross Border Xpress, a binational airport terminal that connects San Diego directly to the Tijuana airport, from February 2019 to May 2020; Entertainment Earth, a pioneer and established leader in the collectibles and toy industry, from July 2022 to June 2024; and Veridiam, Inc., a specialty alloy manufacturer serving the nuclear power, medical, aerospace, and industrial markets, from June 2015 to May 2019. Prior to joining EGI in 2015, Mr. Sen worked as a private equity associate at Big Tree Capital Partners, LLC, a search fund focused on the lower-middle market, from September 2014 to March 2015 and a senior consultant in the strategy and analytics practice at IBM from May 2013 to March 2015. Mr. Sen also provided strategic consulting to technology startups based out of Google’s Communitech Hub from November 2012 to April 2013. Previously, he worked at Home Trust Company from May 2012 to August 2012, where he helped with the strategy for the launch of a new direct-to-consumer retail banking deposits business known as Oaken Financial, and at OneClass, a venture-backed startup, from September 2011 to April 2012. Mr. Sen earned an undergraduate degree in business administration from Wilfrid Laurier University. Our Board believes that Mr. Sen’s consulting and investment experience makes him well-qualified to serve on our Board.


	Rob Webb

	Mr. Webb has served as a member of our Board since January 2022. Mr. Webb currently serves as the president of Onward Enterprises, an investment and advisory firm focused on driving innovation in healthcare and other industries, and has held this role since August 2021. Since March 2023, he has also served as operating partner of Granite Creek Capital Partners, L.L.C. Mr. Webb previously spent 19 years with UnitedHealth Group in several executive roles, including the president of UnitedHealth Group Ventures from 2012 to July 2021 and chief executive officer of Optum’s consumer and specialty network businesses from 2002 to 2012. In addition to Ardent’s board, Mr. Webb has served as chairman of Collage Rehabilitation Partners since August 2023 and in a board role for American Well Corporation since November 2022, Delmec Ireland since March 2022 and The Kellogg School Health Care Advisory Board since September 2020. Mr. Webb previously served as partner at One Equity Partners from 2000 to 2002 and vice president of EGI from 1998 to 2000. From July 2012 to July 2021, he also held board roles at various privately held healthcare companies during his tenure as president of UnitedHealth Group Ventures, including Symphonix Health, Sanvello, Naviguard, Bind Insurance (now Surest), and Level2. Mr. Webb earned an undergraduate degree in Mechanical Engineering from the University of Minnesota and a master’s degree in business administration from the Kellogg School of Management at Northwestern University. Our Board believes that Mr. Webb is well-qualified to serve on our Board due to his extensive experience as a healthcare executive and board member, and advocate for innovation in long-established industries.

Required Vote

Our Bylaws (the "Bylaws") provide that a nominee is elected if a plurality of the votes cast by the holders of the shares of

Common Stock entitled to vote in the election at a meeting at which a quorum is present are cast in favor of such nominee’s

election. Our Certificate of Incorporation ("Certificate of Incorporation") does not provide for cumulative voting, and,

accordingly, the stockholders do not have cumulative voting rights with respect to the election of directors. Consequently,

each stockholder may cast one vote per share of Common Stock held of record for each nominee. Abstentions and broker

non-votes will have no effect on the outcome of the election. If a nominee becomes unavailable for election, shares

covered by a proxy will be voted for a substitute nominee selected by our Board.

The Board recommends that the stockholders vote FOR each of

the Board of Director nominees.

Corporate Governance

Director Independence

The rules of the New York Stock Exchange (the "NYSE") and the Securities and Exchange Commission (the "SEC") impose

several requirements with respect to the independence of our directors. We are considered a "controlled company" for the

purposes of NYSE’s rules and corporate governance standards because EGI-AM controls more than 50% of the voting power

of our outstanding Common Stock. As a result, although the members of our audit and compliance committee are required

to be independent, we are not required to have a majority of our Board be independent, nor are we required to have a

compensation committee or an independent nominating function under the rules of the NYSE. Accordingly, you may not

have the same protections afforded to stockholders of companies that are subject to all of these corporate governance

requirements. If we cease to be a "controlled company" and our shares continue to be listed on the NYSE, we will be

required to comply with these provisions within the applicable transition periods.

Our Board has evaluated the independence of its members based upon the rules of the NYSE and the SEC. For a director to

be considered independent under those rules, our Board must affirmatively determine that the director does not have any

material relationship with us. Applying these standards, our Board has determined that, we had eight independent directors

in 2024. Each of our directors other than Messrs. Bonick and Bulgarelli is an independent director as defined under the rules

of the NYSE applicable to members of our Board. In making this determination, our Board considered the relationships that

each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining

their independence, including the beneficial ownership of our Common Stock by EGI-AM and Ventas, the roles of Messrs.

Sen and Sotir and Mses. Campion and Havdala with EGI-AM and affiliates of EGI-AM, the role of Mr. Bulgarelli with Ventas

and affiliates of Ventas, the Services Agreement entered into between us and EGI-AM as described under "Certain

Relationships and Related Party Transactions – Services Agreement," and payments made by us to EGI-AM, Ventas and their

respective affiliates, including, in the case of Ventas, the lease agreements associated with the sale of 18 medical office

buildings to Ventas in exchange for $204.0 million on February 9, 2022, and the concurrent entry into agreements to lease

the real estate back from Ventas over a 12-year initial term with eight options to renewal for additional five-year terms,

rent payments under the master lease agreement with Ventas (the "Ventas Master Lease") and payments made with

respect to the repurchase of certain shares held by Ventas for $26.0 million concurrent with the purchase of a minority

interest in the Company by Pure Health Capital Americas 1 SPV RSC LTD ("Pure Health").

Our Board determined that none of the aforementioned relationships interfere with the independent and objective

oversight by Messrs. Sen and Sotir and Mses. Campion and Havdala of our management or promotion of management’s

accountability to our stockholders or with their exercise of independent judgment as a director. Therefore, our Board

concluded that Messrs. Sen and Sotir and Mses. Campion and Havdala each qualify as an independent director under the

applicable NYSE listing rules.

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics (the "Code of Ethics") that applies to all of our directors,

officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and

persons performing similar functions. The Code of Ethics is available upon written request to Corporate Secretary, Ardent

Health Partners, Inc., 340 Seven Springs Way, Suite 100, Brentwood, Tennessee 37027 or on our website at

www.ardenthealth.com under the webpage "Investor Relations – Governance – Governance Documents." If we amend or

grant any waiver from a provision of our Code of Ethics that applies to any of our executive officers, we will publicly disclose

such amendment or waiver on our website and as required by applicable law, including by filing a Current Report on Form

8-K with the SEC.

Committees of the Board of Directors

Our Board of Directors has established four standing committees – an Audit and Compliance Committee, a Nominating and

Corporate Governance Committee (the "Nominating Committee"), a Compensation Committee and a Patient Safety and

Quality of Care Committee (the "Quality Committee"), each of which is described below.

Audit and Compliance Committee

Our Board of Directors has appointed an Audit and Compliance Committee to assist it in fulfilling its oversight

responsibilities for our financial reports, systems of internal control over financial reporting and accounting policies,

procedures and practices. The primary responsibilities and duties of the Audit and Compliance Committee are:

•Selecting, evaluating, compensating and overseeing the independent registered public accounting firm;

•Reviewing the audit plan, changes in the audit plan, and the nature, timing, scope and results of the audit to

be conducted by the independent registered public accounting firm;

•Overseeing the financial reporting activities, including the Annual Report, and the accounting standards and

principles followed;

•Reviewing and discussing with management and the independent auditor, as appropriate, the effectiveness of

the internal control over financial reporting and our disclosure controls and procedures;

•Reviewing major financial risk exposures (and the steps management has taken to monitor and control these

risks) and the risk assessment and risk management policies and the guidelines, policies and processes for risk

assessment and risk management;

•Approving audit and non-audit services provided by the independent registered public accounting firm;

•Reviewing and, if appropriate, approving or ratifying transactions with related persons required to be

disclosed under SEC rules;

•Meeting with management and the independent registered public accounting firm to review and discuss our

financial statements and other matters;

•Overseeing the internal audit function, including reviewing its organization, performance and audit findings,

and reviewing our disclosure and internal controls;

•Overseeing compliance with applicable legal, ethical and regulatory requirements (other than those assigned

to other committees of the Board);

•Monitoring the integrity of the financial statements and compliance with legal and regulatory requirements as

they relate to our financial statements and accounting matters;

•Establishing procedures for the receipt, retention and treatment of complaints received regarding accounting,

internal controls, auditing or compliance matters;

•Discussing on a periodic basis, or as appropriate, with management, the policies and procedures with respect

to risk assessment;

•Investigating any matters received, and reporting to the Board periodically, with respect to ethics issues,

complaints and associated investigations; and

•Reviewing the audit and compliance committee chart and the committee’s performance at least annually.

During 2024, the Audit and Compliance Committee was composed of Dr. Robinson and Messrs. Bulgarelli, Goodyear, Sen

and Webb, with Mr. Goodyear serving as the chairperson; however, Mr. Bulgarelli stepped down from this committee upon

completion of our initial public offering ("IPO") in July 2024. Mr. DeMichiei was added to the committee on April 2, 2025.

During 2024, the Audit and Compliance Committee held seven meetings. Our Board has determined that each of Dr.

Robinson and Messrs. DeMichiei, Goodyear, Sen and Webb qualifies as an independent director according to the rules and

regulations of the SEC and the listing rules of the NYSE with respect to audit and compliance committee membership.

Our Board has determined that each of Mr. Goodyear and Mr. DeMichiei qualifies as an "audit committee financial expert,"

as such term is defined in the rules and regulations of the SEC. A copy of the charter of our Audit and Compliance

Committee is available on our principal corporate website at www.ardenthealth.com under the webpage "Investor

Relations – Governance – Governance Documents."

Nominating and Corporate Governance Committee

Our Board of Directors has appointed the Nominating Committee to assist it with director nominations matters. The

primary responsibilities and duties of the Nominating Committee are:

•Identify, evaluate and recommend individuals qualified to become members of the Board, consistent with

criteria approved by the Board;

•Select, or recommend that the Board select, the director nominees to stand for election at each annual

general meeting of the stockholders or any subsidiary or to fill vacancies on the Board;

•Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company

and monitor compliance with such guidelines;

•Review proposed waivers of the code of conduct for directors and executive officers;

•Oversee the annual performance evaluation of the Board (and any committees thereof) and management; and

•Oversee actions in furtherance of the corporate social responsibility and the manner in which the Company

conducts public policy and government relations activities.

The Nominating Committee also recommends directors eligible to serve on all committees of our Board. The Nominating

Committee also reviews and evaluates all stockholder director nominees.

Pursuant to the Nomination Agreement, for so long as EGI-AM beneficially owns more than 50% of the total voting power

of our outstanding Common Stock, EGI-AM’s designees will comprise a majority of the Nominating Committee and, for as

long as EGI-AM beneficially owns 4% or more of the total voting power of our outstanding Common Stock, EGI-AM will be

entitled to include at least one of its designees on the Nominating Committee. For additional information, see "Certain

Relationships and Related Party Transactions – Nomination Agreement."

During 2024, the Nominating Committee was composed of Ms. Campion and Messrs. Bulgarelli, Bynoe and Goodyear, with

Mr. Bynoe serving as the chairperson; however, Mr. Bulgarelli stepped down from this committee upon completion of our

IPO in July 2024. Mr. DeMichiei was added to the committee on April 2, 2025. During 2024, the Nominating Committee held

five meetings. The Nominating Committee has a written charter available on our website at www.ardenthealth.com under

the webpage "Investor Relations - Governance - Governance Documents."

Compensation Committee

Our Board has appointed the Compensation Committee to assist it with executive compensation matters. The primary

responsibilities and duties of the Compensation Committee are to administer the compensation program and other benefit

plans and practices for our key officers (consisting of our executive officers as defined in Rule 3b-7 of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), other corporate executive officers, and regional presidents) and

members of the Board. Our compensation committee reviews and either approves, on behalf of the Board, or recommends

to the Board for approval, (i) annual salaries, bonuses and other compensation for our executive officers, and (ii) individual

equity awards for our key officers. Our compensation committee also oversees our compensation policies and practices

more generally. The compensation committee periodically reports to the Board.

Our Compensation Committee performs the following functions related to executive compensation:

•Review and approve the goals and objectives relating to the compensation of our key officers, including any

long-term incentive components of the compensation programs;

•Evaluate the performance of the key officers, including, in light of the goals and objectives of our

compensation programs and determine each key officer’s compensation based on such evaluation;

•Review, approve and, when appropriate, recommend to the Board new or amended executive compensation

programs, subject, if applicable, to stockholder approval;

•Review the operation and efficiency of the executive compensation programs in light of their goals and

objectives;

•Review and assess risks arising from the compensation programs;

•Periodically review that the executive compensation programs comport with the compensation committee’s

stated compensation philosophy;

•Review management succession planning;

•Annually produce reports for filings with government agencies in compliance with applicable law or regulation;

•Review and recommend to the Board the appropriate structure and amount of compensation for the

directors;

•Establish and periodically review policies for the administration of the equity compensation plans; and

•Review the adequacy of the compensation committee and its charter and recommend any proposed changes

to the Board not less than annually.

In deciding upon the appropriate level of compensation for our key officers, the Compensation Committee regularly reviews

our compensation programs relative to our strategic objectives and emerging market practice and other changing business

and market conditions. In addition, the Compensation Committee also takes into consideration the recommendations of

our Chief Executive Officer and independent compensation consultant concerning compensation actions for our other key

officers.

Pursuant to the Nomination Agreement, for so long as EGI-AM beneficially owns more than 50% of the total voting power

of our outstanding Common Stock, EGI-AM’s designees will comprise a majority of the Compensation Committee and, for as

long as EGI-AM beneficially owns 4% or more of the total voting power of our outstanding Common Stock, EGI-AM will be

entitled to include at least one of its designees on the Compensation Committee. For additional information, see "Certain

Relationships and Related Party Transactions – Nomination Agreement."

During 2024, the Compensation Committee was composed of Messrs. Bynoe, Bulgarelli and Sen and Mses. Campion and

Havdala, with Ms. Havdala serving as the chairperson. As long as we are a controlled company, we are not required by NYSE

rules to maintain a compensation committee comprised solely of independent directors. During 2024, the Compensation

Committee held nine meetings. The Compensation Committee has a written charter that is available on our website at

www.ardenthealth.com under the webpage "Investor Relations – Governance – Governance Documents."

Patient Safety and Quality of Care Committee

The Quality Committee assists our Board in fulfilling its oversight responsibilities relating to the review of our policies and

procedures concerning the delivery of quality medical care to patients. The Quality Committee maintains communication

between the Board and members of our senior management, with our management having responsibility for the operations

and integrity of our clinical operations and service lines. The Quality Committee reviews matters concerning or relating to

the quality of medical care delivered to patients, efforts to advance the quality of health care provided and patient safety.

The Quality Committee also performs the following functions:

•Review the quality, safety, clinical risk and clinical services improvement strategies and operations;

•Review the policies and procedures developed by the Company to promote quality patient care and patient

safety;

•Retain or approve the recommendation for the retention of consultants or other advisors, from time to time,

concerning quality of patient care and patient safety matters;

•Review the development of internal systems and controls to carry out the standards, policies and procedures

relating to quality of patient care and patient safety, including, without limitation, controls designed to

facilitate communication across the organization regarding patient care and safety improvement opportunities

and activities and the evaluation thereof;

•Review relationships with academic medical centers; and

•Review and oversee policies and practices for promoting the Company’s commitment to equity of patient

care.

During 2024, the Quality Committee was composed of Dr. Robinson, Messrs. Bulgarelli and Webb, and Ms. Havdala, with

Dr. Robinson serving as chairperson. During 2024, the Quality Committee held four meetings. The Quality Committee has a

written charter available on our website at www.ardenthealth.com under the webpage "Investor Relations – Governance –

Governance Documents."

Meetings of our Board of Directors and Committees

During 2024, our Board held a total of six meetings. Each director attended 75% or more of the meetings of our Board and

the committees of our Board on which such director served.

Nomination of Directors

Nominations by the Nominating Committee

Directors may be nominated by our Nominating Committee, Board, executive officers or by our stockholders in accordance

with our Bylaws, Certificate of Incorporation, applicable laws and any guidelines developed by the Nominating Committee

or the Board. The Nominating Committee is responsible for identifying individuals qualified to become members of the

Board and its committees, and recommending candidates for the Board’s selection as director nominees for election at the

annual meeting, to fill vacancies on the Board or at other properly convened meetings of the stockholders in accordance

with our Bylaws, the listing standards of the NYSE and applicable laws and regulations. The Nominating Committee meets to

discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall

composition and needs of the Board. The Nominating Committee considers each identified candidate’s qualifications, which

include the nominee’s experience, business acumen, education, integrity, character, commitment, diligence, conflicts of

interest and ability to exercise sound business judgment. We generally seek nominees with a broad diversity of experience,

professions, skills and backgrounds. We do not currently pay a fee to any third party to identify or assist in identifying or

evaluating potential nominees.

Nominations Pursuant to the Nomination Agreement

Subject to the terms of the Nomination Agreement and based on its ownership of Common Stock, EGI-AM has the right, but

not the obligation, to nominate a majority of our directors and to designate the Chairman of the Board and ALH Holdings,

LLC (a subsidiary of Ventas) also has the right, but not the obligation, to nominate one director to the Board. For additional

information, see "Certain Relationships and Related Party Transactions – Nomination Agreement."

Nominations by Our Stockholders

Our Bylaws govern stockholder nominations of directors. To make a director nomination at the 2026 annual meeting, a

stockholder of record entitled to vote at the annual meeting must deliver a written notice (containing certain information

specified in our Bylaws as discussed below) to the Corporate Secretary at Ardent Health Partners, Inc., 340 Seven Springs

Way, Suite 100, Brentwood, Tennessee 37027. If the date of the 2026 annual meeting is within 30 days from the first

anniversary of the preceding year’s annual meeting of stockholders, the stockholder’s notice must be received at the

principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary date

on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for

the immediately preceding year’s annual meeting.

For a stockholder nomination to be deemed proper, the notice must contain certain information specified in our Bylaws,

including information as to the director nominee(s) proposed by the stockholder, a written questionnaire with respect to

the background qualifications of the director nominee(s), a written representation completed by the director nominee(s) in

the form required by the Company, a description of all arrangements or understandings between the stockholder and any

other persons (including each proposed nominee(s) if applicable) in connection with the proposed nominations, a

description of any business or personal interests that would potentially create a conflict of interest between the director

nominee(s) and the Company, the date(s) of first contact between the stockholder and the director nominee(s) with respect

to any proposed nomination, and all other information relating to such director nominee(s) that would be required to be

disclosed in a proxy statement by such stockholder in connection with the solicitation of proxies for the election of directors

in a contested election or otherwise required pursuant to Section 14 of the Exchange Act and the rules and regulations

promulgated thereunder.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules,

stockholders who intend to solicit proxies in support of director nominees other than the Board’s director nominees must

provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

Communicating with the Board

Stockholders and other interested parties wishing to communicate with the Board or any of its committees or directors may

do so by writings directed to the Chairman of the Board, c/o Executive Vice President and General Counsel, to the following

address: Ardent Health Partners, Inc., 340 Seven Springs Way, Suite 100, Brentwood, Tennessee 37027.

Attendance by Members of the Board of Directors at the Annual Meeting of Stockholders

We encourage each member of our Board of Directors to attend the annual meeting of stockholders. We completed our IPO

in July 2024 and did not have an annual meeting of stockholders in 2024.

Board Leadership Structure

The Board determines its leadership structure in a manner that it determines to be in the best interest of the Company and

the stockholders. The Board conducts an annual assessment of its leadership structure to determine that the leadership

structure is the most appropriate for the Company at the time. The Board anticipates that the Company’s Chief Executive

Officer will be nominated annually to serve on the Board. Currently, Mark Sotir serves as the Chairman of the Board and

Marty Bonick is our President and Chief Executive Officer. Mr. Bonick is also a member of the Board. The Board of Directors

has carefully considered its leadership structure and believes at this time that the Company and its stockholders are best

served by having the positions of Chairman of the Board and Chief Executive Officer filled by different individuals. In

addition, our independent directors bring experience, oversight and expertise from outside our Company and industry,

while the Chief Executive Officer brings Company-specific experience and expertise. The Board recognizes that depending

on future circumstances, other leadership models may become more appropriate.

Executive Sessions

Each regular meeting of the Board shall include an executive session at which no employee directors or other employees

are present. If the non-employee directors include one or more directors who is not independent under the NYSE listing

standards, the independent directors will themselves meet in executive session at least once per year. These executive

sessions may include such topics as the non-employee or independent directors determine. During these executive

sessions, the non-employee or independent directors shall have access to members of management and other guests as

they may determine.

Risk Oversight

Our Board is responsible for overseeing our risk management process. The Board fulfills its responsibility by delegating

many of these functions to its committees. Under its charter, the Audit and Compliance Committee is responsible for

meeting periodically with management to review our major financial risks and the steps management has taken to monitor

and control such risks. The Audit and Compliance Committee also oversees our financial reporting and internal controls and

compliance programs.

The Board receives reports on risk management from our senior officers and the Audit and Compliance Committee. Also,

our Executive Vice President and General Counsel provides a summary of our outstanding material litigation and

governmental investigations to our Board at each Board meeting. Additionally, our Board regularly engages in discussions of

the most significant risks that we are facing and how these risks are being managed. Our Board of Directors believes that

the work undertaken by the Audit and Compliance Committee, together with the oversight provided by the full Board,

enables the Board to oversee our risk management function effectively.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or has been an officer or employee of the Company or any of our

subsidiaries. In addition, none of our executive officers serves or has served as a member of the Board, Compensation

Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers

serving as one of our directors or on our Compensation Committee.

Proposal 2: Non-Binding Advisory Vote on Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") enables our stockholders

to vote to approve, on a non-binding advisory basis, the compensation of our NEOs as described below in the sections

entitled "Compensation Discussion and Analysis" and "Executive Compensation." Because your vote is advisory, it will not

be binding on the Board of Directors or the Compensation Committee, override any decision made by the Board or the

Compensation Committee or create or imply any additional fiduciary duty of the Board or the Compensation Committee.

The Compensation Committee will, however, review the voting results and take them into consideration when making

future decisions regarding executive compensation.

Our executive compensation program is vital to our ability to attract, motivate and retain a highly experienced team of

executives. We believe that the program is structured in a manner that supports our Company and our business objectives.

We are asking our stockholders to indicate their support for the compensation of our NEOs disclosed in this Proxy

Statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express

their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but

rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

Accordingly, we ask our stockholders to vote FOR the following resolution at the Annual Meeting:

RESOLVED, that the Company’s stockholders approve, on a non-binding advisory basis, the compensation of the

NEOs as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to

Item 402 of Regulation S-K, including the sections entitled "Compensation Discussion and Analysis" and "Executive

Compensation."

Although the results of this advisory vote are not binding on the Board or the Compensation Committee, the Compensation

Committee will review the voting results and take them into consideration when making future decisions regarding

executive compensation.

The Board recommends that stockholders vote FOR the resolution to approve, on a

non-binding advisory basis, the compensation of our NEOs.

Proposal 3: Non-Binding Advisory Vote on the Frequency of the Vote on Executive

Compensation

The Dodd-Frank Act requires us to include, at least once every six years, a non-binding advisory vote regarding the

frequency of the non-binding advisory vote on executive compensation. In casting their advisory vote, stockholders may

choose among four options:

•A vote every year;

•A vote every two years;

•A vote every three years; or

•To abstain from voting.

The Board has determined that a non-binding advisory vote on executive compensation that occurs every year is most

appropriate for us at this time. The Board believes that an advisory vote every year will be the most effective timeframe for

us to respond to stockholders’ feedback and provide us with sufficient time to engage with stockholders to understand and

respond to the vote results. Setting a one-year period will enhance stockholder communication by providing a clear, simple

means for us to obtain information on investor sentiment about our executive compensation philosophy.

Although this advisory vote is non-binding, the Board and the Compensation Committee will review the voting results and

will respect the expressed desire of the Company’s stockholders by implementing the option, if any, that receives an

affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy at

the Annual Meeting and entitled to vote on the matter. If no option receives a majority, the Board will select the annual

option to be in effect until the next vote on the frequency of the vote on executive compensation.

The Board recommends that stockholders vote for a frequency of every year for future

non-binding stockholder advisory votes on the compensation of our NEOs.

Management

Below are the names and ages (as of April 1, 2025) of our executive officers, and a brief account of the business experience

of the executive officers who are not members of our Board.


Name	Age	Title
Marty Bonick	51	President and Chief Executive Officer
Alfred Lumsdaine	59	Chief Financial Officer
Stephen C. Petrovich	58	Executive Vice President and General Counsel
David Caspers	54	Chief Operating Officer
David Schultz	54	President, Hospital Operations
Ethan Chernin	42	President, Health Services

The term of each executive officer runs until his successor is appointed and qualified, or until his earlier death, resignation

or removal.

Marty Bonick

Mr. Bonick’s biographical information can be found above under "Proposal 1: Election of Directors – Nominees."

Alfred Lumsdaine

Mr. Lumsdaine has served as our chief financial officer since September 2021. As chief financial officer, he provides financial

oversight across all of our organization’s activities and assets, as well as development and execution of Ardent’s long-range

financial plans. Prior to joining Ardent, Mr. Lumsdaine served as executive vice president of finance of Quorum Health

Corporation (“Quorum”) from February 2018 through March 2018 and then served as executive vice president and chief

financial officer of Quorum from April 2018 to July 2021, where he oversaw financial operations for the company’s acute

care hospitals and led a major financial restructuring and other strategic initiatives. From 2016 to 2018, he was president of

Population Health for Sharecare, Inc. Mr. Lumsdaine spent almost 15 years at Healthways, Inc. from 2002 to August 2016 in

various roles including controller, chief accounting officer and chief financial officer. Mr. Lumsdaine also served as treasurer

and controller at Logisco from 2000 to 2002; vice president of corporate finance at Aegis Therapies from 1998 to 2000;

corporate controller at Theraphysics in 1997; and assistant vice president of internal audit at Willis North America Inc. from

1996 to 1997. Mr. Lumsdaine began his career at Ernst & Young from 1988 to 1996 where he was in the external audit

practice with a focus on healthcare. Mr. Lumsdaine earned both an undergraduate and a master’s degree in accounting

from the University of Tennessee.

Stephen C. Petrovich

Mr. Petrovich has served as our executive vice president and general counsel since our formation in 2001 and was general

counsel to our predecessor company, Behavioral Healthcare Corporation, since 2000. Mr. Petrovich also began serving as

our assistant secretary in September 2024 after serving as our secretary since our formation in 2001. Prior to joining Ardent,

Mr. Petrovich served as chief litigation counsel at Charter Behavior Health Systems from October 1997 to February 2000

and as an associate at Nelson Mullins Riley and Scarborough LLP and then the Kelly Law Firm from 1993 to 1997. Prior to

that, Mr. Petrovich clerked for the Honorable Harold L. Murphy, federal district judge for the Northern District of Georgia

from 1991 to 1993. Mr. Petrovich received a Juris Doctorate degree from the University of Georgia where he was Associate

Notes Editor of the Georgia Law Review and received his undergraduate degree in political science and American history

from DePauw University.

David Caspers

Mr. Caspers has served as our chief operating officer since March 31, 2025. As chief operating officer, he has oversight of all

of our operations while leading enterprise strategy development and execution. Prior to joining us, Mr. Caspers served as

chief stores officer at Leslie’s, Inc. (NASDAQ: LESL) ("Leslie’s"), a leading direct-to-consumer pool and spa care brand, from

October 2023 to March 2025. Prior to that, Mr. Caspers served as the senior vice president of retail operations at Leslie’s

from May 2023 to October 2023. Prior to joining Leslie’s, Mr. Caspers served as the vice president, omni channel retail

healthcare operations for Walmart Inc., a multinational retailer, from August 2022 to May 2023, where he was responsible

for the execution and results for Walmart Health, including healthcare, teams, design, operations, and patient experience.

From August 2015 through August 2022, Mr. Caspers held various roles for Banner Health, a large non-profit health system,

including vice president healthcare operations, vice president special project BUMD, and vice president patient experience.

Prior to that, Mr. Caspers held various positions for Target Corporation. Mr. Caspers is a graduate from St. Cloud State

University and North Dakota State College of Science.

David Schultz

Mr. Schultz has served as president, hospital operations since December 2023. As president, hospital operations, he has

oversight of our 30 hospitals and is responsible for overseeing key hospital-based functions, including access and transfer

management, service line development and hospital-based providers. Previously, he was market president, New Mexico

from March 2023 until December 2023, where he served as the chief executive officer of Lovelace Health System, which has

five hospitals and 25 sites of care. Prior to joining Ardent, from November 2019 to July 2022, Mr. Schultz served as vice

president of operations for Virginia Mason Franciscan Health, which encompasses 11 hospitals, nearly 5,000 employed and

affiliated providers, and 18,000 team members. He served as market president, Peninsula Region of CHI Franciscan Health

from August 2015 to November 2019 and president of Harrison Medical Center from December 2014 to November 2019.

Prior to that, Mr. Schultz served as executive vice president and chief operating officer at Overlake Medical Center from

September 2007 to November 2014. From January 2003 to September 2007, Mr. Schultz served as administrator and chief

operating officer at Northwest Medical Center and, prior to that, as vice president of professional services for East Texas

Medical Center from June 2000 to December 2002. Mr. Schultz is a fellow in the American College of Healthcare Executives.

Mr. Schultz earned an undergraduate degree in economics from the University of Texas in Austin and a master’s degree in

healthcare administration from Trinity University in San Antonio, Texas.

Ethan Chernin

Mr. Chernin has served as president, health services since May 2024. As president, health services, Mr. Chernin has

oversight of our physician practices and clinic operations as well as our ambulatory strategy and development, and supports

our continued evolution toward value-based care through strategic growth efforts that address local healthcare needs.

Prior to joining Ardent, Mr. Chernin served as senior vice president of population health and value improvement for

Healthmap Solutions, Inc., a kidney population health management company, from October 2020 to May 2024. In this role,

he was responsible for leading its provider engagement strategies, payor partnerships and population health initiatives.

From July 2014 to September 2020, Mr. Chernin served as vice president of population health for BayCare Health System, a

non-profit 16-hospital system across West Central Florida, and chief operating officer of BayCare Physician Partners, a

clinically integrated network and accountable care organization. Prior to that, Mr. Chernin held senior leadership roles at

Cleveland Clinic and University Hospitals in Cleveland, Ohio. Mr. Chernin earned an undergraduate degree in political

science from the University of Michigan and a master of business administration degree in health systems management

from Case Western Reserve University.

Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information with respect to ownership of our Common Stock as of March 28, 2025, by:

•Each person who we know to be the beneficial owner of more than 5% of the outstanding shares of Common

Stock;

•Each of our directors and nominees;

•Each of our NEOs; and

•All of our directors and executive officers as a group.

To our knowledge, unless otherwise indicated in the notes to the table, each stockholder listed below has sole voting and

investment power with respect to the shares beneficially owned. All computations are based on 142,750,013 shares of

Common Stock outstanding on March 28, 2025, unless otherwise indicated. Unless otherwise indicated in the table or

footnotes below, the address for each officer and director listed in the table is 340 Seven Springs Way, Suite 100,

Brentwood, Tennessee 37027.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class

>5% Stockholders

EGI-AM(2)	77,246,499	54.1 %
Pure Health(3)	30,262,664	21.2 %
ALH Holdings, LLC(4)	9,342,501	6.5 %

Directors and NEOs

Martin J. Bonick(5)	939,106	*
Alfred Lumsdaine(6)	100,718	*
Stephen C. Petrovich(7)	1,049,284	*
David Schultz(8)	7,492	*
Ethan Chernin(9)	5,469	*
Mark Sotir(10)	11,562	*
Peter Bulgarelli	—	—
Peter Bynoe(10)	77,427	*
Suzanne Campion(10)	20,275	*
Robert A. DeMichiei(11)	—	—
William Goodyear(10)	77,427	*
Ellen Havdala(10)	77,427	*
Edmondo Robinson(10)	20,275	*
Rahul Sen(10)	11,562	*
Rob Webb(10)	40,275	*
All directors and executive officers as a group (15 persons)	2,438,299	1.7 %

*Less than 1%

(1)Under SEC rules, the number of shares shown as beneficially owned includes shares of Common Stock subject to time-vesting restricted stock units

(“RSUs”) that will vest within 60 days of March 28, 2025. Such shares are deemed to be outstanding for the purpose of computing the “percent of

class” for that individual, but are not deemed outstanding for the purpose of computing the percentage of any other person.

(2)Information is based solely on the Schedule 13G filed by Chai Trust Company, LLC ("Chai Trust"), EGI-AM and EGI-AM Investor, L.L.C. ("EGI-AM

Investor" and together with Chai Trust and EGI-AM Investments, "EGI Investments") with the SEC on November 14, 2024. EGI Investments

reported that it possessed (i) shared voting power with respect to 77,246,499 shares and (ii) shared dispositive power with respect to 77,246,499

shares. The address for EGI Investments is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.

(3)Information is based solely on the Schedule 13G filed by Pure Health, Pure Health Holding PJSC, Pure Health Medical Supplies LLC and Pure Health

Capital LLC (collectively, the “Pure Health Entities”), as a group, with the SEC on November 14, 2024. The Pure Health Entities reported that they

possessed (i) shared voting power with respect to 30,262,664 shares and (ii) shared dispositive power with respect to 30,262,664 shares. The

address for Pure Health is 2462 RsCo-work01, 24th Floor, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE. The

address for Pure Health Holding PJSC is Al Dar Real Estate Investment L.L.C. Building, RBW11,0, Al Raha Beach, 2 Al Raha Street, Abu Dhabi, UAE.

The address for Pure Health Medical Supplies LLC is Officer Number 3401 Vision Tower, Al Khaleej Al Tejar Street 1, Business Bay, Dubai, UAE, PO.

Box: 283572. The address for Pure Health Capital LLC is 2, Al Raha Street, Al Raha, Abu Dhabi, 23035, UAE.

(4)Information is based solely on the Schedule 13G filed by Ventas with the SEC on November 14, 2024. Ventas is the sole stockholder of VTR AMS,

Inc., the sole and managing member of ALH Holdings, LLC, and has voting and dispositive power over the 9,342,501 shares held by ALH Holdings,

LLC. Ventas reported that it possessed (i) sole voting power with respect to 9,342,501 shares and (ii) sole dispositive power with respect to

9,342,501 shares. The address for Ventas is 353 N. Clark Street, Suite 3300, Chicago, Illinois 60654.

(5)Includes 32,960 shares issuable upon vesting of RSUs on March 31, 2025.

(6)Includes 10,307 shares issuable upon vesting of RSUs on March 31, 2025.

(7)Includes 5,861 shares issuable upon vesting of RSUs on March 31, 2025. Also includes (i) 186,225 shares of Common Stock held by the Emilie K.

Petrovich GST-2016 Exempt Family Trust, of which Mr. Petrovich is the trustee and Mr. Petrovich’s children are beneficiaries, and (ii) 186,225

shares of Common Stock held by the Stephen C. Petrovich GST-2016 Exempt Family Trust, of which Mr. Petrovich’s spouse is the trustee and Mr.

Petrovich’s children are beneficiaries. Mr. Petrovich disclaims beneficial ownership of these securities, except to the extent of Mr. Petrovich’s

pecuniary interests therein, if any.

(8)Includes 7,492 shares issuable upon vesting of RSUs on March 31, 2025.

(9)Includes 5,469 shares issuable upon vesting of RSUs on March 31, 2025.

(10)Includes 11,562 shares issuable upon vesting of RSUs on March 31, 2025.

(11)Mr. DeMichiei joined the Board on April 2, 2025.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") focuses on the compensation programs and decisions that applied to

our NEOs during our fiscal year ended December 31, 2024. While certain aspects of this discussion describe the programs

and practices that we utilized prior to the completion of our IPO on July 19, 2024, the core principles of our executive

compensation philosophy — and the link between our executives’ pay to our Critical Indicators (as described below) —

continue to be important considerations for our overall executive compensation program since we have become a publicly

traded company.

The Company’s NEOs from the time of our IPO through the conclusion of fiscal year 2024 are as follows:


Name	Title
Marty Bonick	President and Chief Executive Officer
Alfred Lumsdaine	Chief Financial Officer
Stephen C. Petrovich	Executive Vice President and General Counsel
David Schultz	President, Hospital Operations
Ethan Chernin	President, Health Services

Executive Summary

Business Performance

We delivered strong financial and operational performance for stockholders in 2024. Some of our notable achievements in

2024 included:

•Successful IPO in July 2024;

•Revenue growth of 10%;

•Adjusted EBITDA growth of 58%;

•Adjusted EBITDA margin growth of 260 basis points;

•Achievement of a key operational milestone in November 2024 when the New Mexico state

directed payment program was retroactively approved for the second half of 2024; and

•Delivering financial results above our guidance ranges.

Our strategic priorities for 2025 include enhancing supply chain efficiencies, advancing service line optimization initiatives,

and executing on growth in ambulatory services, in part through the acquisition of urgent care clinics.

Compensation Overview

The Compensation Committee (referred to in this CD&A as the “Committee”) makes decisions regarding the compensation

of our NEOs in connection with our annual performance review process. The table below summarizes its decisions as well as

updates to the compensation programs for 2024 and 2025.

Factors That Guide

Total Compensation

Decisions

•Our executive compensation philosophy

•Degree of achievement of key strategic financial, operational and individual goals

•Recommendations of our President and Chief Executive Officer (such positions being

referred to in this CD&A, collectively, as "CEO")

•Advice of an independent compensation consultant

•Market pay practices

•Current and historical executive compensation

•Executive compensation peer group comparison

2024 Compensation

Program Highlights

Base Salary

In April 2024, during the historical time for annual merit increases, the NEOs received base salary

increases ranging from 3.0% to 5.0% to, among other things, ensure their base salaries align with

competitive market data for their respective roles.

2024 Short-Term Incentive Compensation

All of our NEOs participate in our Corporate Executive Annual Incentive Award Plan ("Corporate

Executive Bonus Plan"), which includes performance goals relating to the Company ("Corporate

Goals") weighted at 90% and performance goals relating to each NEO ("Individual Goals")

weighted at 10%.

•For 2024, the Corporate Goals focused on three metrics: Adjusted EBITDAR (as defined

below)(weighted 50%), profit margin improvement (weighted 25%), and a quality and

experience goal relating to six individual quality and patient satisfaction metrics

(weighted 25%).

•Failure to achieve 70% of the Adjusted EBITDAR target would result in no payout for all

plan components.

For 2024, we achieved above-target performance (141.44% of target) on an overall basis with

respect to the above Corporate Goals and each of the NEOs achieved target performance with

respect to their Individual Goals. However, the Committee exercised negative discretion to

reduce the Corporate Executive Bonus Plan payout to 100% of target to account for the approval

of the New Mexico state directed payment program, which was not factored into the above

financial-related Corporate Goals.

In addition to the above, the Committee approved additional discretionary $100,000 one-time

cash bonuses to Messrs. Lumsdaine and Petrovich for their extraordinary contributions in

connection with the successful completion of our IPO in 2024.

2024 Long-Term Incentive Compensation

Conversion of Class C Units

As a result of our Corporate Conversion to Ardent Health Partners, Inc., the equity held by our

NEOs converted either into shares of common stock or restricted stock awards (“RSAs”) as

follows:

•Vested Class C-1 Units (as described below) converted into shares of common stock;

•Unvested Class C-1 Units (time-vesting units) converted into RSAs that vest quarterly in

accordance with the original vesting schedule of the Class C-1 Units. Certain awards of

Class C-1 Units granted prior to June 2022 also became vested upon the completion of

our IPO; and

•Class C-2 Units (as described below)(performance-based units) converted into RSAs that

vest in three substantially equal installments on each of the first three anniversaries of

July 17, 2024.

2025 Compensation

Program Changes

In March 2025, the Committee discussed, reviewed and approved executive compensation

matters for 2025.

Base Salary

Effective in April 2025, the NEOs received base salary increases ranging from 0% to 5.1%.

Incentive Compensation

The design of our 2025 short-term incentive program under the Corporate Executive Bonus Plan

and our 2025 long-term incentive program under the 2024 Plan remains generally consistent

with the 2024 approach, with the following changes to ensure alignment with our compensation

philosophy and business strategy, while taking market conditions and market practices into

consideration:

•Short-Term Incentive Program: the maximum payout opportunity for Corporate Goals

was changed to equal 200% for all metrics for consistency and alignment with market

practices. The target award opportunities, corporate metrics and weightings generally

remain consistent with 2024. The Individual Goals were set in accordance with our 2025

business priorities.

•Long-Term Incentive Program: the performance period for the PRSUs was changed to

be one-year (with three-year time-based vesting) due to the pending federal regulatory

activity in the healthcare sector and related challenges with goal setting in an uncertain

and volatile environment. A three-year relative Total Stockholder Return ("TSR")

modifier was added to the program to enhance stockholder alignment with

management concerning our share price performance over the entirety of the

performance period. The PRSU metrics and weightings and mix of PRSUs (65%) and

RSUs (35%) for 2025 remain consistent with 2024.

Executive Compensation Philosophy

Our executive compensation program is designed to support our efforts to recruit, retain and motivate highly capable

executive personnel and to incentivize our executives to achieve our strategic objectives. The key elements of our

compensation philosophy are:


Philosophy	Objective	How We Achieve It

Linked to Performance	Incentive programs link payouts directly to meeting challenging annual performance objectives and long-term value creation	A significant portion of our executives’ compensation opportunity is linked to our Critical Indicators described below, as we believe our executives’ pay should be tied to our operational success as well as individual contributions to the Company’s business objectives

Market Based	Competitive pay opportunity for markets we operate in	We assess pay opportunities and program designs against our peers and competitors in the market for talent

Simple	Simple programs that are easy for our executives to understand to ensure they are able to focus on critical goals and milestones that are correlated to the Company’s success	We use four elements of pay —salary, annual bonus, long-term equity awards and participation in broad-based benefit plans and limited executive benefits — and generally incorporate objective performance metrics in our incentive programs


Philosophy	Objective	How We Achieve It

Sustainable and Responsible Value Creation	Programs that drive long-term, responsible performance and decisions	In addition to earnings growth, short- term incentives include measures focused on delivering quality care and creating patient satisfaction Long-term incentives promote employee retention and are aligned to long-term value creation

We use a focused set of incentives to reward our executives in a manner that supports the compensation objectives above.

The primary components of our executives’ overall compensation package for 2024, which are described in more detail in

this CD&A under "Elements of Executive Compensation," include:

•Base salaries;

•Short-term incentives in the form of annual cash bonuses;

•Long-term incentives in the form of equity-based compensation; and

•Participation in our broad-based benefits and limited executive benefits.

We feel it is important to tie our executives’ compensation directly to the strategic priorities and values our organization

believes are most critical, which we refer to as our Critical Indicators. For 2024, these Critical Indicators were: Adjusted

EBITDAR, profit margin improvement and quality/experience index. The quality/experience index is comprised of six

individual quality and patient satisfaction metrics, described in more detail in this CD&A under "Elements of Executive

Compensation." These Critical Indicators are incorporated directly into our short-term incentive program, described in more

detail in this CD&A under "Elements of Executive Compensation." Generally, our philosophy is to offer total compensation

that is intended to be competitive with the median of the market and adjusted to reflect our performance.

In addition, to help ensure alignment of our executives’ compensation opportunity with the interests of our stockholders,

all of our NEOs currently hold long-term equity incentive awards, which are described in more detail in this CD&A under

"Long-Term Equity Compensation."

Process for Determining Executive Compensation

Role of the Compensation Committee

Historically, the compensation of our executive officers — including base salary, short-term incentive compensation (annual

cash bonus), and long-term incentive compensation (equity-based) — has been reviewed and approved by the Committee.

The Committee operates pursuant to its charter, as amended from time to time, the most recent version of which became

effective on July 17, 2024. The Committee’s 2024 responsibilities under our executive compensation program included:

•During periods preceding our IPO, approving the compensation of our executive officers, other than our CEO,

and recommending our CEO’s compensation to the Board for approval;

•During periods following our IPO, approving the compensation for all of our NEOs, including our CEO; and

•Overseeing the Company’s equity and incentive compensation plans.

In recommending and approving compensation decisions for our executive officers, the Committee reviews and approves

the performance goals and objectives for each of our executive officers, and following the end of each annual performance

period, assesses performance against those goals to determine the relevant payouts, if any.

Role of Management

In approving the compensation of our NEOs and other senior executives (other than the compensation for our CEO), the

Committee considered the input of our CEO, who is a member of our Board. Our CEO provides insight to the Committee on

the performance, and makes recommendations related to the compensation, of our NEOs and other senior executives

other than himself.

Role of the Compensation Consultant

Prior to our IPO, the Committee retained Willis Towers Watson ("WTW") to conduct competitive benchmarking analyses of

our executive compensation program, including base salary levels, bonus target amounts and long-term incentive values.

Through a series of reports and presentations to the Committee, WTW provided additional pre-IPO assistance on short- and

long-term incentive program design, severance program design, director compensation and other compensation decisions

that were implemented prior to, and in connection with, our IPO. These reports and presentations, however, were only one

factor considered by the Committee when making compensation decisions.

Pursuant to its charter, the Committee is authorized to engage, at the expense of the Company, a compensation consultant

to provide independent advice, support and expertise to assist the Committee in overseeing and reviewing our overall

executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure

establishes appropriate incentives for management and other key employees. WTW became the Committee’s independent

compensation consultant for such purposes at the time of our IPO and has continued in that role. Following our IPO, WTW

has further assisted the Committee with design of additional executive and director compensation decisions for 2024 and

2025. As part of its services for the Committee, WTW provided reports to the Committee containing research, market data

and information regarding trends and developments in executive and director compensation, and WTW reported directly to

the Committee. In 2024, WTW and its affiliates provided additional services to the Company, consisting of certain executive

compensation consulting services in the amount of $542,841 as well as certain benefits administration and outsourcing

services in the amount of $2,418,694. In accordance with SEC rules and NYSE listing standards, the Committee has

determined that no conflict of interest exists with respect to the work WTW performs for the Committee.

Use of Compensation Data and Peer Groups

In determining 2024 compensation (including base salary and annual bonus target levels) for our executives, including our

NEOs, the Committee utilized compensation survey data from a variety of sources, including companies within the general

industry, as well as companies operating hospitals, health systems and integrated health networks.

In setting compensation terms for our executives, including our NEOs, the Committee considered public company peer

group compensation information as an additional reference. With the assistance of WTW, the Company included the

following companies in its public company peer group for 2024:


Acadia Healthcare Company, Inc.		Ensign Group, Inc.
Brookdale Senior Living Inc.		Quest Diagnostics Incorporated
Community Health Systems, Inc.		Select Medical Holdings Corp.
DaVita Inc.		Surgery Partners, Inc.
Encompass Health Corp.		Universal Health Services, Inc.

Even though this peer group was established when we were still a private company, the Committee reviewed compensation

data for these public company peers as it believed such peers to be relevant comparators for cash compensation and total

compensation levels in anticipation of the Company entering the public market. In addition to the peer companies above,

from time to time the Committee has reviewed the compensation practices of other publicly traded healthcare providers

and general industry peers to further its understanding of the markets for executives. The Committee will continue to

reassess the Company’s list of public company peers annually on a go-forward basis.

Elements of Executive Compensation

The primary elements of our executive compensation program include base salaries, short-term incentives in the form of an

annual cash bonus, long-term incentives in the form of equity-based compensation, participation in our broad-based

benefits programs and limited additional executive benefits. The table below provides an overview of the elements of the

Company’s executive compensation program in 2024, a brief description of each compensation element, and the reason for

inclusion in the executive compensation program.


Element	Brief Description	Objectives

Base Salary	Fixed compensation	•Attract and retain top talent by providing competitive base compensation opportunities • Reward for meeting annual objectives and growth through periodic adjustments and merit increases

Short-Term Incentives	Variable, annual performance-based cash	• Incentivize senior management to achieve defined short-term objectives focused on the challenging objectives set to support our Critical Indicators •Includes critical financial and quality results as well as individual performance objectives with respect to growth and development, financial performance, operational priorities and talent recruitment, retention and development matters

Long-Term Incentives	Variable, long-term performance-based equity compensation	•Focuses management on delivering long-term, sustainable results •Promotes retention of management through long-term vesting requirements •Aligns interests of stockholders and executives by linking realized value to financial performance

Health, Welfare and Retirement Benefits	Participation in our broad-based benefits programs and limited executive benefits	•Broad-based benefits provide for the well-being of our employees •Provides tax-efficient retirement savings program

Base Salaries

As noted above, the annual base salaries of our NEOs are intended to attract and retain highly talented individuals. We use

base salary to provide each NEO with a specified level of cash compensation during the year with the expectation that the

NEO will perform his responsibilities to their best abilities and in our best interests.

The Committee reviews base salary levels at least annually. When considering base salary adjustments, the Committee

generally considers a combination of factors, including the executive’s individual performance, his experience in his role,

internal equity and competitive market data and related positioning. The table below presents the base salary rates in

effect for our NEOs as of December 31, 2024 and the adjustments made by the Committee in March 2025, which the

Committee believes are competitive and reasonable relative to the peer group and survey benchmark data:


Name	Annual Salary Rate as of December 31, 2024	Annual Salary Rate as of April 15, 2025	% Increase

Marty Bonick	$1,076,000	$1,076,000	N/A
Alfred Lumsdaine	$628,000	$660,000	5.1%
Stephen C. Petrovich	$536,000	$552,000	3.0%
David Schultz	$685,000	$695,000	1.5%
Ethan Chernin	$600,000	$618,000	3.0%

Short-Term Incentive Compensation

Each of our NEOs participates in our Corporate Executive Bonus Plan, which includes both Corporate Goals and Individual

Goals. We believe that the Corporate Executive Bonus Plan aligns with our philosophy of linking pay to performance, since a

NEO’s ability to receive a bonus payment under the plan (and the amount of such bonus payment) primarily depends on the

achievement of various pre-established performance goals, including goals relating to our Critical Indicators. The table

below presents the 2024 Critical Indicators and the goals and metrics for measuring performance against these objectives:


Critical Indicators	Description / Goal	Associated Plan Metrics

Financial	•Deliver strong financial performance	• Adjusted EBITDAR as a percentage of budget* •Profit margin improvement

Quality and Experience	•Ensure we deliver high levels of quality care	•Measured based on performance objectives relating to six individual quality and patient satisfaction metrics as reflected in our quality/experience index

*Adjusted EBITDAR is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization expense (or EBITDA), as adjusted to deduct noncontrolling interest earnings, and excludes the effects of losses on the extinguishment and modification of debt; certain legal matters and related costs; other non-operating losses (gains); Cybersecurity Incident recoveries, net of incremental information technology and litigation costs; restructuring, exit and acquisition-related costs; expenses incurred in connection with the implementation of Epic Systems, our integrated health information technology system, equity-based compensation expense, and loss (income) from disposed operations, as reported in the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. For a reconciliation of Adjusted EBITDAR to net income, the most directly comparable GAAP financial measure, please see “Reconciliation of Non-GAAP Measures."

Our target Adjusted EBITDAR metric was based on our 2024 budget. The threshold and maximum Adjusted EBITDAR

performance objectives, and associated payouts, were selected by the Committee based on its determination of an

appropriate required minimum level of annual growth for funding these goals as well as the stretch level of performance

appropriate for a maximum payout. The failure to achieve 70% of the Adjusted EBITDAR target for 2024 would result in no

payout under our Corporate Executive Bonus Plan for 2024 for all plan components. The profit margin improvement metric

is based on performance objectives relating to an increase in our profit margin. Our quality and experience metrics are

based upon various criteria used by industry groups and governmental agencies to assess our hospitals, and included six

individual quality and patient satisfaction metrics: (1) AHS HAI Roll Up, (2) AHS Sepsis 1a, (3) AHS Diabetic Control – A1C, (4)

AHS HCAHPS, (5) AHS Physician Net Promoter Score, and (6) AHS Medicare Annual Wellness Visits. The Committee selected

the quality and patient satisfaction goals and profit margin improvement goals that it felt were most appropriate for our

2024 short-term incentive plan and established targets for each goal that were designed to be challenging.

The Corporate Goals component of the Corporate Executive Bonus Plan is weighted at 90%. The table below presents the

2024 performance goals and weighting for the Corporate Goals component:


Indicator	Metric	Metric Weight	Performance Range	Performance Target	Payout Range

Financial	Adjusted EBITDAR ($M)	50.0%	Minimum	$521.78	50%

			Goal	$613.86	100%

			Maximum	$705.94	200%


	Profit margin improvement	25.0%	Minimum	10%	50%

			Goal	11%	100%

			Maximum	11%	150%


Quality / Experience Index	Comprised of six individual quality and patient satisfaction metrics	25.0%	Minimum	0.85	50%

			Goal	1.00	100%

			Maximum	1.15	125%

The Committee set minimum, goal and maximum performance targets for each of the six quality and patient satisfaction

goals. Each quality and experience metric is measured individually and then combined to determine performance in total to

form the quality and experience index score.

The Individual Goal component of the Corporate Executive Bonus Plan is weighted at 10% based on the achievement of

specific Individual Goals, including goals relating to growth and development, financial performance, operational priorities

and talent recruitment, retention and development. Payout for target achievement is 100% and ranges from 0% to 125% at

minimum and maximum achievement levels, respectively.

Straight-line interpolation between threshold to target and target to maximum levels of achievement will be used to

calculate payouts pursuant to the foregoing performance goals.

In March 2025, the Committee met and determined that, for 2024, we achieved the results and associated payouts

identified in the table below. Further, the Committee determined that each NEO achieved target performance with respect

to their individual performance goals.


	Adjusted EBITDAR ($M)	Profit Margin Improvement	Quality / Experience Index

Weight	50%	25%	25%

Minimum	$521.78	10.0%	0.85
Goal	$613.86	10.5%	1.00
Maximum	$705.94	11.1%	1.15

2024 Actual Result	$661.8 (1)	11.1%	1.12

% Achievement	107.8%	105.2%	111.6%
Actual Payout %	152.1%	150%	111.6%
Weighted Actual Payout %	76.0%	37.5%	27.9%

(1)Pursuant to the terms of the Corporate Executive Bonus Plan, Adjusted EBITDAR amount reported in the table is normalized for Epic expenses.

Based solely on the formulaic outcome described above, the Corporate Executive Bonus Plan payout would have been

141.44% of target. However, the Committee exercised negative discretion to reduce the Corporate Executive Bonus Plan

payout to 100% of target to account for the approval of the New Mexico state directed payment program, which was not

factored into the 2024 financial goals for the Corporate Executive Bonus Plan when they were established in March 2024.

Individual bonus targets are determined by the Committee based on a review of competitive market data as well as an

assessment of the relative potential contributions and impact of each role. Target bonus levels are reviewed annually by the

Committee, and each NEO’s 2024 bonus target, as a percent of base salary, is provided in the table below.

Based on the 2024 performance described above, and each NEO’s bonus target for 2024, the Committee approved the

following bonus payments for 2024 performance, which were paid in March 2025:


Name	Salary as of December 31, 2024	2024 Bonus Target	Total Achieved	2024 Bonus Payment

Bonick	$1,076,000	125%	100%	$1,345,300
Lumsdaine	$628,000	75%	100%	$571,192	(1)
Petrovich	$536,000	75%	100%	$501,913	(1)
Schultz	$685,000	90% (2)	100%	$554,894	(2)
Chernin	$600,000	75%	100%	$268,037	(3)

(1)Although the Committee decided that the appropriate short-term incentive award for each NEO was 100% of their bonus target, the Committee approved a discretionary $100,000 one-time cash bonus for each of Messrs. Lumsdaine and Petrovich for their extraordinary contributions in connection with the successful completion of our IPO in 2024 in addition to their calculated short-term incentive payment.
(2)Mr. Schultz was promoted to President, Hospital Operations from the interim position effective March 31, 2024. Upon his promotion, his bonus target increased from 60% to 90% of his base salary. His short-term incentive was prorated to reflect the time spent in 2024 in the interim and full- time capacity for his position.
(3)Mr. Chernin was hired as President, Health Services effective May 28, 2024, and his short-term incentive was prorated to reflect the partial year spent in the position.

2025 Corporate Executive Bonus Plan

In March 2025, the Committee established the terms of our 2025 short-term incentive program under the Corporate

Executive Bonus Plan. Pursuant to the Corporate Executive Bonus Plan, the NEOs will be eligible to earn performance

awards based upon the achievement of certain specified performance targets.

The Committee reviewed and considered the alignment of the 2025 short-term incentive program with the Company’s

business strategy and determined to maintain metrics and weightings that are generally consistent with 2024. These 2025

metrics and weightings are outlined below.

The following Corporate Goals are weighted at 90%:

(i)50% for the achievement of Adjusted EBITDAR targets;

(ii)25% for the achievement of profit margin improvement targets; and

(iii)25% for the achievement of targets based on the quality and experience index.

The Individual Goals for each NEO are weighted at 10%.

Target award opportunities for 2025 for the NEOs are as follows: Mr. Bonick, 125%; Mr. Schultz, 90%; and Messrs.

Lumsdaine, Petrovich and Chernin, 75%. These target award opportunities did not change from 2024.

The metrics, weightings and payout ranges for our 2025 Corporate Executive Bonus Plan are outlined below.


Indicator	Metric	Metric Weight	Performance Range	Payout Range

Financial	Adjusted EBITDAR	50.0%	Minimum	25%

			Goal	100%

			Maximum	200%


	Profit margin improvement	25.0%	Minimum	50%

			Goal	100%

			Maximum	200%


Quality / Experience Index	Comprised of six individual quality and patient satisfaction metrics	25.0%	Minimum	50%

			Goal	100%

			Maximum	200%

The Quality / Experience goals are comprised of the same six individual quality and patient satisfaction metrics as the

Corporate Executive Bonus Plan. Each metric is measured individually and then combined to determine performance in

total to form the quality and experience index score.

The Individual Goal component of the 2025 Corporate Executive Bonus Plan is weighted at 10% based on the achievement

of specific individual performance goals, including goals relating to growth and development, financial performance,

operational priorities and talent recruitment, retention and development. Payout for target achievement is 100% and

ranges from 0% to 125% at minimum and maximum achievement levels, respectively.

If we do not achieve the minimum threshold for the 2025 Adjusted EBITDAR goal, there will be no payout under the 2025

Corporate Executive Bonus Plan. Awards pursuant to the 2025 Corporate Executive Bonus Plan will be paid solely in cash.

No payments will be made for performance below specified threshold amounts. Payouts between threshold and target or

target and maximum will be calculated by the Committee in its sole discretion using straight-line interpolation.

Long-Term Equity Compensation

The Company has a long-standing practice of granting equity-based awards to our executives. These equity-based awards

have been an integral element of our executive compensation program and are designed to assist us in achieving our

executive compensation goals and objectives. Such awards have been designed to align the interests of our NEOs with

those of our equityholders by allowing our NEOs to share in the creation of value for our equityholders through capital

appreciation, and when applicable, attainment of performance goals. Additionally, due to the long-term nature of the

awards, and required service through the vesting dates, they also help provide meaningful retention and help foster a long-

term view toward delivering sustainable, responsible growth.

Class C Units

Prior to our IPO, our executive officers, and other select key contributors, were eligible to participate in our long-term

equity compensation program, which provided equity-based awards in the form of profits interests in Ardent Health

Partners, LLC. These profits interests were granted as Class C units under the Ardent Health Partners, LLC Amended and

Restated Limited Liability Company Agreement, as amended (the "Ardent LLC Agreement").

The Class C units were structured to include both a time-based vesting requirement, and, for certain awards granted prior

to June 2022, a performance-based vesting requirement. The time-based Class C units that were outstanding in 2024 (the

"Class C-1 Units" as further described below) were subject to the following vesting criteria:


Tranche	Vesting Criteria

Class C-1 Units	•Vest ratably over a 5-year period (in 5% quarterly increments), provided the holder remains employed through the vesting date •Vest upon a sale of the Company •Certain awards granted prior to June 2022, including the Class C-1 Unit award granted to our CEO in 2021, also vested upon the completion of our IPO

Pursuant to the then-applicable equity compensation guidelines of the Committee, we ceased making grants of

performance-based Class C units (the "Class C-2 Units" as further described below) in June 2022. However, certain Class C

units that were granted prior to June 2022 also included a performance-based vesting requirement, which were divided into

two types of vesting tranches as follows:


Tranche		Vesting Criteria

Class C-2 Units 2x Vesting Tranche	Performance-Based Vesting	•Vest upon our current investors’ return of 2 times their investment, provided the holder remains employed through the vesting date
Class C-2 Units 2.5x Vesting Tranche	Performance-Based Vesting	•Vest upon our current investors’ return of 2.5 times their investment, provided the holder remains employed through the vesting date

On July 17, 2024, in connection with our IPO, Ardent Health Partners, LLC, a Delaware limited liability company, converted

into a Delaware corporation by means of a statutory conversion and changed its name to Ardent Health Partners, Inc.,

which we refer to as the Corporate Conversion. In connection with the Corporate Conversion, the vested Class C-1 Units

converted into shares of our Common Stock, and unvested Class C-1 Units converted into RSAs that continued to vest in

accordance with the same vesting schedule that applied to the Class C-1 Units prior to the Corporate Conversion. With

respect to the RSAs that relate to the converted Class C-2 Units, such RSAs became subject to a vesting schedule under

which vesting occurs ratably in three substantially equal installments on each anniversary of July 17, 2024.

For additional information regarding the RSAs received upon conversion of the Class C units, see "Outstanding Equity

Awards at Fiscal 2024 Year-End."

2024 Plan

Prior to the completion of our IPO, we adopted and obtained the requisite stockholder approval of the 2024 Plan, which

became effective on July 17, 2024. Pursuant to the 2024 Plan, our executives are eligible to receive grants of equity

incentive awards in order to provide them with a compensation opportunity that is tied in a meaningful way to the long-

term performance of the Company.

In July 2024, the Committee, with the assistance of our compensation consultant, evaluated our long-term equity incentive

program, including the mix of annual grants of time-based and performance-based awards for our NEOs, and made equity

awards to our NEOs. To emphasize the program’s focus on Company performance, the majority of our 2024 annual grants

(65%) for our NEOs were performance-based, which were granted in the form of PRSUs. The remainder of our 2024 annual

grants (35%) were time-based, which were granted as RSUs. These 2024 annual grants were made on July 18, 2024 based

on the target values set forth below:


Name	Total Target Value of Long-Term Equity Program Annual Grants (2024) – Expressed as a Percentage of Base Salary	Total Target Value of 2024 Long-Term Equity Program Annual Grants	Total Target Value of 2024 RSU Annual Grants	Total Target Value of 2024 PRSU Annual Grants

Bonick	420%	$4,519,200	$1,581,720	$2,937,480
Lumsdaine	225%	$1,413,000	$494,550	$918,450
Petrovich	150%	$804,000	$281,400	$522,600
Schultz	150%	$1,027,500	$359,625	$667,875
Chernin	125%	$750,000	$262,500	$487,500

For additional information regarding the 2024 annual equity awards, see "Grants of Plan-Based Awards in Fiscal 2024

Table."

Equity Grant Practices

Although there were annual equity awards in July 2024 as a result of the timing of the IPO, the Committee’s typical practice

is to grant equity awards to our officers during the first or second quarter of each year. We do not engage in the practice of

timing grants with the release of material non-public information. In 2024, we did not grant stock options or other stock-

based compensation other than the RSUs and PRSUs as described herein.

Restricted Stock Units

Each RSU represents the right to receive one share of our Common Stock subject to the NEO remaining continuously

employed during a specified vesting period. With respect to the 2024 annual grants of RSUs ("2024 RSUs"), the RSUs vest in

three substantially equal installments, with approximately one-third of the RSUs vesting on March 31, 2025, March 31, 2026

and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. The

Committee selected these March 31 vesting dates to reflect the Company’s historical practice for granting equity

compensation awards during the first calendar quarter of the year, notwithstanding that the 2024 RSUs were granted to our

NEOs on July 18, 2024 to coincide with the IPO.

Performance Stock Units

Each PRSU represents the potential to receive one share of our Common Stock, as adjusted, based on the achievement of

specified performance criteria, subject to the NEO remaining continuously employed during a specified service-based

vesting period. With respect to the 2024 annual grants of PRSUs ("2024 PRSUs"), performance is measured over a two-year

period consisting of the 2024 and 2025 calendar years, and the service-based vesting period for the 2024 PRSUs ends on

December 31, 2026. As a newly public company and due to related challenges with long-term goal setting, the Committee

determined that a two-year performance period with a three-year service-based vesting was appropriate. The performance

criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics. These metrics relate to

separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the

Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric. Within each of these metrics,

separate performance levels (threshold, target and maximum) are established for vesting purposes. Vesting of the target

PRSUs that relate to a particular metric depends, in part (i.e., subject to satisfying the service-based vesting requirement),

on the extent to which the relevant metric is achieved, such that:

•50% vesting applies if threshold performance is achieved;

•100% vesting applies if target performance is achieved; and

•200% vesting applies if maximum performance is achieved.

Linear interpolation applies for performance achievement that is between the threshold and target levels or between the

target and maximum levels, such that vesting of the target PRSUs that relate to a particular metric can range from 50% to

200% depending on performance. In the event performance achievement is below the threshold level for a particular

metric, the related target PRSUs are forfeited.

Special Awards

From time to time, we may make special awards under the 2024 Plan to promote leadership stability or to achieve other

strategic objectives. On September 25, 2024, the Committee made special awards of RSUs to our NEOs (sometimes referred

as the “special RSU grants”), excluding Messrs. Bonick and Chernin. These special RSU grants were made primarily for

retention purposes after various 2022, 2023 and 2024 Class C unit awards held by these NEOs failed to convert into shares

of Common Stock or RSAs or converted into fewer shares of Common Stock or RSAs than anticipated pursuant to the terms

of the plan of conversion (as a result of our final IPO per share price of $16 being lower than anticipated). These special RSU

grants vest in three substantially equal installments, with approximately one-third vesting on each of September 25, 2025,

September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each

applicable vesting date. For additional information regarding the special RSU grants, see "Executive Compensation – Grants

of Plan-Based Awards in Fiscal 2024 Table."

2025 Long-Term Equity Compensation Awards

On April 1, 2025, the Compensation Committee awarded long-term equity-based incentive awards consisting of (i) RSUs

(35%) and (ii) PRSUs (65%). The Committee determined the grant levels based on a number of factors, including Company

performance and individual performance, internal equity, our compensation philosophy and competitive market data and

related positioning. The long-term incentive award opportunity for each of our NEOs is shown in the table below.


	RSUs		PRSUs (at Target)

NEO	Value ($)	RSUs (#)	Value ($)	PRSUs (#)

Bonick	$1,750,000	134,927	$3,250,000	239,499
Lumsdaine	$700,000	53,971	$1,300,000	95,800
Petrovich	$288,750	22,263	$536,250	39,518
Schultz	$350,000	26,985	$650,000	47,901
Chernin	$271,250	20,914	$503,750	37,122

The 2025 RSUs vest in one-third increments on each anniversary of the date of grant, generally subject to the executive’s

continued employment.

With respect to the 2025 PRSUs, performance is determined with respect to the achievement of Adjusted EBITDAR and net

revenue goals, weighted 60% and 40%, respectively. Payout opportunities are consistent with the 2024 design, ranging from

50% to 200% for threshold and maximum performance, respectively. No shares will be earned for performance below

minimum threshold. The performance period for the 2025 PRSUs was revised to be one-year due to the pending federal

regulatory activity in the healthcare sector and related challenges with goal setting in an uncertain and volatile

environment. A three-year relative TSR modifier was added to the program to enhance stockholder alignment and hold

management accountable for our share price performance over the entirety of the three-year service period. TSR will be

measured relative to the performance of a customized peer group of healthcare services companies. PRSUs will vest on

April 1, 2028 based on achievement against the aforementioned, preestablished performance goals, generally subject to

the executive’s continued employment.

Benefits and Perquisites

The Company’s executives, including the NEOs, are eligible to participate in the benefit plans that are available to

substantially all of the Company’s employees, including defined contribution savings plans, medical, dental and life

insurance plans and long-term disability plans. Additionally, the Company provides relocation benefits when appropriate.

For additional information regarding the NEOs’ participation in the Company’s defined contribution savings plan, see

"Retirement Benefits."

Employment Agreements and Executive Severance Program

We have entered into formal employment contracts with Messrs. Bonick, Lumsdaine and Petrovich. The employment

contracts for Messrs. Bonick and Lumsdaine were renegotiated in late 2024 and became effective in January 2025 as

amended and restated employment agreements. The employment contract for Mr. Petrovich became effective in August

2015. Each of these contracts is entered into by the executive with AHS Management Company, Inc. ("AHS"), a wholly-

owned subsidiary of the Company that provides management services to the Company and its affiliates. Ardent Health

Partners, Inc. does not have any employees.

Mr. Schultz is not party to an employment agreement with AHS or the Company itself. However, in connection with his

promotion to President, Hospital Operations, Mr. Schultz accepted an offer letter, dated November 28, 2023, which

outlines the basic terms of his employment with AHS. As a general matter, the compensation-related terms set forth in this

offer letter ceased to be applicable to Mr. Schultz over the course of the first half of 2024 (i.e., in 2024, Mr. Schultz became

subject to the Corporate Executive Bonus Plan, his base salary was increased and he received RSU and PRSU awards as part

of our annual grant and special retention grant process).

Mr. Chernin is not party to an employment agreement with AHS or the Company itself. However, in connection with his

hiring as President, Health Services, Mr. Chernin accepted an offer letter, dated March 28, 2024, which outlines the basic

terms of his employment with AHS.

The terms of these contracts are described below following this CD&A under "Executive Compensation – Employment

Agreements and Offer Letters" and any severance benefits provided under the agreements are described below following

this CD&A under "Executive Compensation – Potential Payments upon Termination or Change in Control ."

In connection with our IPO, the Committee established a severance program for our executives, which applies in the event

of an executive’s involuntary termination without cause or voluntary termination for good reason (each, a "Qualifying

Termination"). The program is based on severance guidelines that were approved by the Committee prior to our IPO. These

guidelines were implemented generally pursuant to our Executive Severance Plan (the "Severance Plan"), and in certain

cases, pursuant to our NEOs’ employment agreements. Under the severance program, our executives who experience a

Qualifying Termination generally are eligible to receive: (i) a multiple of their base salary and target annual bonus amount,

and (ii) reimbursement of the monthly cost for continuation coverage under our group health plans, known as COBRA

coverage, for a designated period. The receipt of these severance benefits is contingent on the executive entering into a

release of claims in favor of the Company and various related parties and their compliance with certain restrictive covenant

obligations. The following severance benefits apply to our NEOs:

•Marty Bonick (Employment Agreement) — (i) the sum of his base salary and target bonus (A) multiplied by two

and payable in substantially equal installments in accordance with our normal payroll practices for 24 months,

or (B) if the Qualifying Termination occurs in connection with a change in control of the Company, multiplied

by three and payable in a lump sum, and (ii) monthly COBRA coverage reimbursements for up to 18 months.

•Alfred Lumsdaine (Employment Agreement) — (i) the sum of his base salary and target bonus (A) multiplied by

1.5 and payable in substantially equal installments in accordance with our normal payroll practices for 18

months, or (B) if the Qualifying Termination occurs in connection with a change in control of the Company,

multiplied by two and payable in a lump sum, and (ii) reimbursement of the monthly cost for COBRA coverage

for up to 18 months.

•Stephen Petrovich (Employment Agreement) — a multiple of two times (i) the highest base salary rate in effect

during the term of the employment agreement, (ii) the highest bonus level that would be paid if the bonus

plan targets were achieved (regardless of actual achievement), and (iii) an additional amount equal to 15% of

his base salary at the time of termination. These cash severance payments are payable in substantially equal

installments over the 24-month period following termination.

•David Schultz and Ethan Chernin (Severance Plan) — (i) the sum of the applicable NEO’s base salary and target

bonus (x) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal

payroll practices for 18 months, or (y) if the Qualifying Termination occurs in connection with a change in

control of the Company, multiplied by two and payable in a lump sum, and (ii) reimbursement of the monthly

cost for COBRA coverage for up to 18 months.

For purposes of the severance program, a Qualifying Termination will occur in connection with a change in control of the

Company if such Qualifying Termination occurs during the period (i) beginning six months immediately prior to a change in

control (or, if earlier, upon the execution of a letter of intent or similar agreement relating to a transaction that ultimately

results in a change in control), and (ii) ending 18 months following such change in control. If the above severance amounts

and other applicable benefits that relate to a change in control are above the threshold that triggers an excise tax under

Section 280G of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), either those amounts and benefits will

be reduced such that the excise tax is avoided or those amounts and benefits will be paid in full with the excise tax imposed

on the executive, whichever is more favorable to the executive on an after-tax basis.

Retirement Benefits

Our NEOs participate in our defined contribution savings plan, the Ardent Health Services Retirement Savings Plan (the

"Company Savings Plan"). Participants in the Company Savings Plan may contribute up to 99% of their salary, subject to

applicable IRS limits. The Company provides annual safe harbor matching contributions equal to 100% of the first 3% of a

participant’s pay that is contributed as an elective deferral and 50% of the next 2% of a participant’s pay that is contributed

as an elective deferral. Additionally, the Company may make non-elective contributions to the participant’s Company

Savings Plan account at its election, subject to certain restrictions. The amount of any Company contributions for our NEOs

in 2024 is reflected below as "All Other Compensation" in the "Executive Compensation – Summary Compensation Table"

following this section.

None of the NEOs participate in a defined benefit pension plan or nonqualified deferred compensation savings plan that

relates to the Company or any of its affiliates.

Other Compensation Policies and Practices

We have established certain policies and practices to ensure that our compensation programs appropriately align the

interests of our executives with the interests of our stockholders.

Stock Ownership Guidelines

In connection with our IPO, the Committee established stock ownership guidelines in order to further align the long-term

interests of our executives and non-employee directors with those of our stockholders. Our stock ownership guidelines

require that our NEOs and other executive leadership team members (collectively, "Covered Executives") and applicable

non-employee directors own shares of our Common Stock (as determined under the guidelines) having an aggregate value

equal to a multiple of the Covered Executive’s annual base salary or non-employee director’s annual base cash retainer as

follows:


Position	Multiple

Chief Executive Officer (Mr. Bonick)	5x Annual Base Salary
Other NEOs (Messrs. Lumsdaine, Petrovich, Schultz and Chernin)	3x Annual Base Salary
Other Covered Executives	2x Annual Base Salary
Non-Employee Directors	5x Annual Cash Retainer

Our Covered Executives and applicable non-employee directors are required to hold 50% of shares acquired as a result of

exercise or settlement of compensatory awards until these ownership guidelines have been met. These ownership

guidelines do not apply to any non-employee director who does not participate in our director compensation program.

Each Covered Executive and applicable non-employee director has until the later of five years after the completion of our

IPO and the date such individual first becomes a Covered Executive or non-employee director, as applicable, to comply with

the stock ownership guidelines.

As of December 31, 2024, each NEO’s equity holdings substantially exceeded the minimum ownership guidelines, except

Messrs. Schultz and Chernin, each of which started in their position during 2024 and has until the fifth anniversary of the

IPO, or July 18, 2029, to attain the minimum ownership guideline. The above divestiture restrictions will apply to NEOs

during periods in which, and to the extent that, the above guidelines are not met.

Clawback Policy

In connection with our IPO, the Committee established an incentive compensation recoupment, or "clawback" policy that is

intended to comply with the Dodd-Frank Act and applicable SEC and NYSE rules. Under the policy, if we are required to

prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the

securities laws, including any required accounting restatement to correct an error in previously issued financial statements

that is material to the previously issued financial statements, or that would result in a material misstatement if the error

were corrected in a current period or left uncorrected, we will recoup from each executive officer, including NEOs, any

erroneously awarded incentive-based compensation as defined in the policy. For purposes of the policy, incentive-based

compensation includes compensation granted, earned or vested based upon our attainment of specified financial reporting

metrics and recovery is required regardless of fault. The policy does not limit any other rights or remedies the Company, the

Board or the Committee may have. These remedies would be in addition to, and not in lieu of, any penalties imposed by law

enforcement agencies, regulators or other authorities, such as Section 304 of the Sarbanes-Oxley Act.

Insider Trading Policy

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other transactions of our securities by

our directors, officers and employees. In addition, with regard to the Company’s trading in its own securities, it is the

Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Tax and Accounting Considerations of Compensation Policies

The Committee takes the applicable tax, financial, and accounting consequences to us as well as the tax consequences into

consideration in designing and overseeing our executive compensation program.

Deductibility of Executive Compensation

Section 162(m) of the Code places a limit of $1 million on the amount of compensation per year that a public company may

deduct for federal income tax purposes with respect to certain executive officers. The Committee weighs the potential

effect of non-deductibility, but also believes that it is important to retain flexibility in designing compensation programs to

incentivize conduct that achieves our goals. The Committee acknowledges that some earnings that are achieved under

these programs may result in payments to our NEOs that will not be tax-deductible due to the limits of Section 162(m) of

the Code.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC Topic 718") for our

stock-based compensation awards. ASC Topic 718 requires us to measure and record the compensation expense in our

income statement for all share-based payment awards made to our employees and the non-employee members of our

Board, including equity awards, based on the grant date "fair value" of the award and, in most cases, will be recognized

ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This

calculation is performed for accounting purposes and reported in the executive compensation tables required by federal

securities laws, even though the recipient of the awards may never realize any value from their awards.

Executive Compensation

Summary Compensation Table


Name and Principal Position	Year	Salary	Bonus (1)	Stock Awards (2)	Non-Equity Incentive Plan Compensation (3)	All Other Compensation (4)	Total

Marty Bonick President and Chief Executive Officer	2024	$1,060,485	$—	$4,520,272	$1,345,300	$13,200	$6,939,257
Marty Bonick President and Chief Executive Officer	2023	$988,623	$—	$—	$1,207,454	$13,200	$2,209,277


Alfred Lumsdaine Chief Financial Officer	2024	$622,632	$—	$2,220,890	$571,192	$13,200	$3,427,914
Alfred Lumsdaine Chief Financial Officer	2023	$594,314	$—	$278,800	$431,120	$13,200	$1,317,434


Stephen C. Petrovich Executive Vice President and General Counsel	2024	$531,091	$—	$991,419	$501,913	$13,200	$2,037,623
	2023	$508,579	$—	$64,780	$371,644	$13,200	$958,203


David Schultz President, Hospital Operations	2024	$652,116	$—	$ 1,347,291(5)	$554,894	$461,557	$3,015,858
David Schultz President, Hospital Operations	2023	$342,948	$225,000	$98,400	$—	$59,259	$725,607


Ethan Chernin President, Health Services	2024	$343,856	$50,000	$750,016	$268,037	$80,610	$1,492,519
Ethan Chernin President, Health Services	2023	$—	$—	$—	$—	$—	$—

(1)Pursuant to Mr. Schultz’s offer letter entered into in connection with his appointment as President, Hospital Operations, we agreed that Mr. Schultz would receive his target bonus award in respect of his 2023 service prior to the above promotion irrespective of satisfaction of the performance goals thereunder. Pursuant to Mr. Chernin’s offer letter, he received a $50,000 sign-on bonus after his first month of employment.
(2)The value in this column reflects the aggregate grant date fair value of our equity-based compensation awards in accordance with ASC Topic 718. See “Long-Term Equity Compensation” in the Compensation Discussion and Analysis section of this Proxy Statement for additional information regarding these equity-based compensation awards and their terms. With respect to our PRSU awards, we report grant date fair value at target- level performance, which is the probable achievement level of the performance conditions. The Company’s valuation assumptions are described in Note 9, “Equity,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of these PRSUs would be Mr. Bonick, $5,876,352; Mr. Lumsdaine, $1,837,696; Mr. Petrovich, $1,044,992; Mr. Schultz $1,335,744; and Mr. Chernin, $975,040. With respect to the 2023 time-based Class C unit awards (i.e., the Class C-1 Units), the Company employed a Black-Scholes option pricing model to determine the grant date fair value of its equity-based awards, which was used to allocate the estimated equity value of the Company to the various unit classes. Such equity value of the Company was estimated using income and market valuation approaches, including then-recent sales of the Company’s common units. Such estimates required the input of highly subjective, complex assumptions. See Note 9 to our audited consolidated financial statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024 for further discussion on unit-based compensation.
(3) The values in this column represent the payment of 2023 and 2024 annual bonus awards, paid in 2024 and 2025, respectively.
(4)Details with respect to the 2024 amounts in this column are set forth in the table below.


Name	Year	Relocation Allowance Temporary Housing and Moving Costs	Company Savings Plan Contributions (b)	Total

Marty Bonick	2024	$—	$13,200	$13,200
Alfred Lumsdaine	2024	$—	$13,200	$13,200
Stephen C. Petrovich	2024	$—	$13,200	$13,200
David Schultz (a)	2024	$448,357	$13,200	$461,557
Ethan Chernin	2024	$80,610	$—	$80,610

(a)The amount in this column represents amounts paid or reimbursed to Mr. Schultz during 2024 in connection with his promotion to the role of President, Hospital Operations, which arrangement became effective as of November 20, 2023, and his related responsibilities to provide services for the Company in the greater Nashville, Tennessee area and elsewhere (rather than from the location of Mr. Schultz’s residence in the State of Washington). The relocation benefit involved reimbursement for moving and storage expenses, temporary living expenses, closing costs on the sale of his former residence and purchase of his new residence and other miscellaneous expenses, as well as a related tax gross-up benefit.
(b)The amounts in the column represent Company matching contributions for 2024 under the Company Savings Plan.

(5)On January 2, 2024, Mr. Schultz was issued a grant of 14,676 Class C-1 Units. None of these pre-IPO Class C-1 Units converted to RSAs in

connection with the Corporate Conversion. Instead, Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of

conversion (including the conversion formula set forth therein). Therefore, the grant date value with respect to such Class C units is assumed to be

$0 and is not otherwise reported in this table.

Grants of Plan-Based Awards in Fiscal 2024 Table


			Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (3)	Grant Date Fair Value of Stock Awards (4)

Name	Grant Date	Award Type	Threshold(5)	Target	Maximum	Threshold	Target	Maximum

Marty Bonick	01/01/2024	CEBP	$605,250	$1,345,000	$2,210,844	—	—	—	—	$—
	07/18/2024	RSU	$—	$—	$—	—	—	—	98,881	$1,582,096
	07/18/2024	PRSU	$—	$—	$—	91,818	183,636	367,272	—	$2,938,174


Alfred Lumsdaine	01/01/2024	CEBP	$211,950	$471,000	$774,206	—	—	—	—	$—
	07/18/2024	RSU	$—	$—	$—	—	—	—	30,922	$494,752
	07/18/2024	PRSU	$—	$—	$—	28,714	57,428	114,856	—	$918,848
	09/25/2024	RSU	$—	$—	$—	—	—	—	41,742	$807,290


Stephen C. Petrovich	01/01/2024	CEBP	$180,900	$402,000	$660,788	—	—	—	—	$—
	07/18/2024	RSU	$—	$—	$—	—	—	—	17,584	$281,344
	07/18/2024	PRSU	$—	$—	$—	16,328	32,656	65,312	—	$522,496
	09/25/2024	RSU	$—	$—	$—	—	—	—	9,699	$187,579


David Schultz (6)	01/01/2024	CEBP	$249,244	$553,875	$910,432	—	—	—	—	$—
	07/18/2024	RSU	$—	$—	$—	—	—	—	22,477	$359,632
	07/18/2024	PRSU	$—	$—	$—	20,871	41,742	83,484	—	$667,872
	09/25/2024	RSU	$—	$—	$—	—	—	—	16,535	$319,787


Ethan Chernin (7)	07/18/2024	CEBP	$119,813	$266,250	$437,648	—	—	—	—	$—
	07/18/2024	RSU	$—	$—	$—	—	—	—	16,406	$262,496
	07/18/2024		$—	$—	$—	15,235	30,470	60,940	—	$487,520

(1)The values in these columns represent the Threshold, Target and Maximum annual bonus opportunities for 2024 under our Corporate Executive Bonus Plan (abbreviated above as “CEBP”). Under the plan terms, if our minimum performance criteria are not met, no bonus is payable. The Threshold amounts disclosed assume a minimum level of achievement for each metric under the Corporate Executive Bonus Plan.
(2)The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards reflect the number of shares attributable to the 2024 PRSUs. The 2024 PRSUs vest on December 31, 2026, subject to the NEO's continued service with the Company until such time and attainment of performance criteria set by the Committee. The performance criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the cumulative 2024-2025 period. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric.
(3)The values in this column represent the number of RSUs granted in 2024. With respect to the 2024 RSUs granted on July 18, 2024, the RSUs vest in three substantially equal instalments, with approximately one-third of the RSUs vesting on each of March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. With respect to the RSUs granted on September 25, 2024, the RSUs vest in three substantially equal installments with approximately one-third of the RSUs vesting on each of September 25, 2025, September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each applicable vesting date.
(4)Amounts reported in this column reflect the aggregate grant date fair value of the applicable RSUs and PRSUs granted in 2024, computed in accordance with ASC Topic 718. For a discussion of the assumptions and methodologies used to calculate the amounts reflected in the table above, please see footnote 2 to the “Summary Compensation Table” above.
(5)The Threshold amounts reported in this table do not include any value for the Individual Goals as there is no specific minimum threshold that NEOs can earn as the payouts for such Individual Goals range from 0% to 125%.
(6)On January 2, 2024, Mr. Schultz was issued a grant of 14,676 Class C-1 Units. None of these pre-IPO Class C-1 Units converted into shares of common stock or RSAs in connection with the Corporate Conversion and such Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of conversion (including the conversion formula set forth therein). Therefore, such Class C units are not reported in this table. Also, with respect to the CEBP calculations above, Mr. Schultz was promoted to President, Hospital Operations from the interim position effective March 31, 2024. Upon his promotion, his bonus target increased from 60% to 90% of his base salary. His short-term incentive was prorated to reflect the time spent in 2024 in the interim and full- time capacity for his position.
(7)Mr. Chernin was hired as President, Health Services effective May 28, 2024. Thus, the CEBP amounts above are prorated to reflect the partial year spent in the position.

Employment Agreements and Offer Letters

Marty Bonick

Mr. Bonick is a party to an amended and restated employment agreement with AHS, pursuant to which he is employed as

the Company’s President and Chief Executive Officer. Pursuant to the agreement, which is dated as of January 10, 2025, Mr.

Bonick’s initial term of employment ends on December 31, 2027, with automatic one-year term renewals unless either

party gives timely written notice of non-renewal. Under the terms of the agreement, Mr. Bonick’s base salary is set at

$1,076,000, which base salary may be increased to such other amount as approved by the Board from time to time (as

noted above, Mr. Bonick’s base salary as of December 31, 2024 was $1,076,000). In addition, the terms of the agreement

provide that Mr. Bonick is eligible to (i) receive grants under the 2024 Plan and (ii) participate in the Company’s annual

bonus program (i.e., the Corporate Executive Bonus Plan) with a target annual bonus opportunity established by the Board

each year during the term of the agreement. Mr. Bonick’s target annual bonus opportunity was established as 125% of his

base salary pursuant to the agreement for fiscal year 2024.

Alfred Lumsdaine

Mr. Lumsdaine is a party to an amended and restated employment agreement with AHS, pursuant to which he is employed

as the Company’s Chief Financial Officer. Pursuant to the agreement, which is dated as of January 10, 2025, Mr.

Lumsdaine’s initial term of employment ends on December 31, 2027, with automatic one-year term renewals unless either

party gives timely written notice of non-renewal. Under the terms of the agreement, Mr. Lumsdaine’s base salary is set at

$628,000, which base salary may be increased to such other amount as approved by the Board from time to time. In

addition, the terms of the agreement provide that Mr. Lumsdaine is eligible to (i) receive grants under the 2024 Plan and (ii)

participate in the Company’s annual bonus program (i.e., the Corporate Executive Bonus Plan) with a target annual bonus

opportunity established by the Board each year during the term of the agreement. Mr. Lumsdaine’s target annual bonus

opportunity was established as 75% of his base salary pursuant to the agreement for fiscal year 2024.

Stephen C. Petrovich

Mr. Petrovich is a party to an employment agreement with AHS, pursuant to which he is employed as the Company’s

Executive Vice President and General Counsel. The agreement became effective on August 4, 2015 and extends until his

termination of employment. Under the terms of the agreement, Mr. Petrovich’s base salary was initially set at $375,000,

which base salary may be changed to such higher amount as approved by the Committee from time to time (as noted

above, Mr. Petrovich’s base salary as of December 31, 2024 was $536,000). Under the terms of the agreement, Mr.

Petrovich is eligible to participate in the Company’s annual bonus program on such terms as determined by the Board (as

noted above, Mr. Petrovich’s target annual bonus opportunity was 75% of his base salary as of December 31, 2024). In

addition, pursuant to the terms of the agreement, Mr. Petrovich is eligible to participate in any fringe benefit and employee

benefit programs available to other similarly situated senior officers of AHS.

David Schultz

Mr. Schultz is not party to an employment agreement with AHS or the Company itself. However, in connection with his

promotion to President, Hospital Operations, Mr. Schultz accepted an offer letter, dated November 28, 2023, which

outlines the basic terms of his employment with AHS. As a general matter, the compensation-related terms set forth in the

offer letter with Mr. Schultz ceased to be applicable to him over the course of the first half of 2024 (i.e., in 2024, (i) Mr.

Schultz became subject to the Corporate Executive Bonus Plan for the entirety of the 2024 fiscal year with a target bonus of

90% of his base salary, and (ii) the Committee established (A) Mr. Schultz’s 2024 base salary rate of $685,000, and (B) 2024

target equity award equal to 150% of his base salary). However, Mr. Schultz received a grant of Class C-1 Units pursuant to

the offer letter on January 2, 2024. In addition, pursuant to the offer letter, Mr. Schultz remained entitled during 2024 to

receive (x) relocation reimbursement benefits, (y) a related miscellaneous expense allowance up to $10,000, and (z)

temporary housing benefits in connection with his relocation from Washington state to Nashville, Tennessee.

Ethan Chernin

Mr. Chernin is not party to an employment agreement with AHS or the Company itself. However, Mr. Chernin accepted an

offer letter, dated March 28, 2024, which outlines the basic terms of his employment with AHS. The offer letter with Mr.

Chernin provides for an annual base salary of $600,000, a sign-on bonus of $50,000, the opportunity to participate in the

Corporate Executive Bonus Plan for a prorated portion of the 2024 fiscal year with a target bonus of 75% of his base salary,

Outstanding Equity Awards at Fiscal 2024 Year-End


Name	Grant Date	Award Type	Number of Shares or Units of Stock that have not Vested (1)	Market Value of Shares or Units of Stock that have not Vested (2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (2)

Marty Bonick	09/01/2020	RSA (5)	659,151	$11,258,299	—	$—
	07/18/2024	RSU	98,881	$1,688,887	—	$—
	07/18/2024	PRSU	—	$—	183,636	$3,136,503


Alfred Lumsdaine	09/08/2021	RSA (4)	13,941	$238,112
	09/08/2021	RSA (5)	43,943	$750,546
	07/18/2024	RSU	30,922	$528,148	—	$—
	07/18/2024	PRSU	—	$—	57,428	$980,870
	09/25/2024	RSU	41,742	$712,953	—	$—


Stephen C. Petrovich	10/01/2015	RSA (5)	388,899	$6,642,395
	07/13/2018	RSA (5)	33,293	$568,644
	07/18/2024	RSU	17,584	$300,335	—	$—
	07/18/2024	PRSU	—	$—	32,656	$557,764
	09/25/2024	RSU	9,699	$165,659	—	$—


David Schultz	07/18/2024	RSU	22,477	$383,907	—	$—
	07/18/2024	PRSU	—	$—	41,742	$712,953
	09/25/2024	RSU	16,535	$282,418	—	$—


Ethan Chernin	07/18/2024	RSU	16,406	$280,214	—	$—
	07/18/2024	PRSU	—	$—	30,470	$520,428

(1)Represents (i) unvested RSAs issued in 2024 in connection with conversion of the Class C-1 Units pursuant to the Corporate Conversion (the vesting terms of such RSAs are described in footnotes 4 and 5 below), and (ii) unvested RSUs granted in 2024. With respect to the RSUs granted on July 18, 2024, the RSUs vest in three substantially equal installments, with approximately one-third of the RSUs vesting on each of March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date. With respect to the RSUs granted on September 25, 2024, the RSUs will vest in three substantially equal installments with approximately one-third of the RSUs vesting on each of September 25, 2025, September 25, 2026 and September 25, 2027, subject to the NEO's continued service with the Company through each applicable vesting date.
(2)Based on the per share closing price of our Common Stock of $17.08 on December 31, 2024.
(3)Represents unvested 2024 PRSUs granted on July 18, 2024, which vest on December 31, 2026, subject to the NEO's continued service with the Company until such time and attainment of performance criteria set by the Committee. The performance criteria under the 2024 PRSUs relate to achievement of Adjusted EBITDAR and net revenue metrics over the cumulative 2024-2025 period. These metrics relate to separate portions of the target number of PRSUs under each PRSU award, such that 60% of the target PRSUs relate to the Adjusted EBITDAR metric and 40% of the target PRSUs relate to the net revenue metric.
(4)Represents unvested RSAs that were issued with respect to awards of pre-IPO Class C-1 Units that were converted into RSAs on July 17, 2024 in connection with the Corporate Conversion and in accordance with a formula set forth in the plan of conversion. These RSAs vest ratably (in substantially equal installments) each calendar quarter over the remainder of the 5-year vesting period that applied to the related pre-IPO Class C-1 Units, subject to the NEO's continued service with the Company through each applicable vesting date.
(5)Represents unvested RSAs that were issued with respect to pre-IPO Class C-2 Units that were converted into RSAs on July 17, 2024 in connection with the Corporate Conversion and in accordance with a formula set forth in the plan of conversion. These RSAs vest ratably in three substantially equal installments on each of March 31, 2025, March 31, 2026 and March 31, 2027, subject to the NEO's continued service with the Company through each applicable vesting date.

Stock Vested in Fiscal 2024


Name	Number of Shares Acquired on Vesting	Stock Awards Value Realized on Vesting

Marty Bonick (1)	74,099	$1,185,584
Alfred Lumsdaine (2) (3)	9,294	$156,726
Stephen C. Petrovich (3)	—	$—
David Schultz (3)	—	$—
Ethan Chernin	—	$—


(1)	Represents shares of our Common Stock issued to Mr. Bonick with respect to 450,000 Class C-1 Units that became vested in 2024. Such Class C-1 Units generally were subject to vesting over a 5-year period (in 5% quarterly increments) and were subject to accelerated vesting in connection with the completion of our IPO. The value realized on such vesting is based on (i) our IPO Common Stock price of $16.00 on July 17, 2024 and (ii) the number of shares of our Common Stock delivered to Mr. Bonick with respect to such Class C-1 Units that became vested in 2024. These figures are used for purposes of this table since (A) there was no ascertainable public market for the Class C-1 Units, and (B) pursuant to the registration statement filed with the SEC in connection with our IPO, our prior valuations of Class C-1 Units (i.e., as of December 31, 2023) were estimated, using the mid-point of the offering range set forth on the cover page of such registration statement.
(2)	Represents, in part, shares of our Common Stock (4,647 shares) issued to Mr. Lumsdaine with respect to 40,000 Class C-1 Units that became vested in 2024 prior to our IPO. Such, Class C-1 Units generally were subject to vesting over a 5-year period (in 5% quarterly increments). The value realized on such vesting is based on (i) our IPO Common Stock price of $16.00 on July 17, 2024 and (ii) the number of shares of our Common Stock delivered to Mr. Lumsdaine with respect to such Class C-1 Units that became vested in 2024. These figures are used for purposes of this table since (A) there was no ascertainable public market for the Class C-1 Units, and (B) pursuant to the registration statement filed with the SEC in connection with our IPO, our prior valuations of Class C-1 Units (i.e., as of December 31, 2023) were estimated, using the mid-point of the offering range set forth on the cover page of such registration statement. The remaining shares of our Common Stock (4,646 shares) were issued to Mr. Lumsdaine on September 30, 2024 (2,323 shares) and December 31, 2024 (2,323 shares) in connection with the vesting of the RSAs issued to Mr. Lumsdaine with respect to awards of pre-IPO Class C-1 Units that converted into RSAs on July 17, 2024 in connection with the Corporate Conversion. The closing share price of $18.38 applies for RSAs that vested on September 30, 2024 and the closing share price of $17.08 applies for the RSAs that vested on December 31, 2024.
(3)	None of the Class C-1 Units granted to Messrs. Lumsdaine and Petrovich on May 1, 2023, or to Mr. Schultz on June 6, 2023 and January 2, 2024, converted into shares of Common Stock or RSAs in connection with the Corporate Conversion. Instead, Class C-1 Units were cancelled for no value pursuant to the terms set forth in the plan of conversion (including the conversion formula set forth therein). Therefore, the value associated with the vesting that occurred with respect to such Class C units on March 31, 2024 and June 30, 2024 is assumed to be $0 and is not otherwise reported in this table.

Potential Payments upon Termination or Change in Control

Each of our NEOs, other than Messrs. Schultz and Chernin, is party to an employment agreement which provides for

severance payments in connection with a termination of employment under certain circumstances.

•In the case of Mr. Bonick, the applicable severance benefits are outlined in his employment agreement. The

terms of his such severance benefits are consistent with the severance guidelines approved by the Committee

prior to our IPO. Thus, although the employment agreement was entered into on January 10, 2025, such

severance benefits are described below.

In the event of a termination of the executive’s employment by the executive for Good Reason or by the

Company without Cause (as such terms are defined in the executive’s amended and restated employment

agreement), the executive is entitled to severance benefits equal to (i) the sum of his base salary and target

bonus (A) multiplied by two and payable in substantially equal installments in accordance with our normal

payroll practices for 24 months, or (B) if such termination occurs in connection with a Change in Control (as

defined in the executive’s amended and restated employment agreement), multiplied by three and payable in

a lump sum, and (ii) monthly COBRA coverage reimbursements for up to 18 months. A termination without

Cause for these purposes includes non-renewal of the stated term of employment by the Company. In

addition, in the event of the executive’s disability, he is entitled to continued base salary payments during the

six-month period following his termination of employment.

•In the case of Mr. Lumsdaine, the applicable severance benefits are outlined in his employment agreement.

The terms of such severance benefits are consistent with the severance guidelines approved by the

Committee prior to our IPO. Thus, although the employment agreement was entered into on January 10, 2025,

such severance benefits are described below.

In the event of a termination of the executive’s employment by the executive for Good Reason or by the

Company without Cause (as such terms are defined in the executive’s amended and restated employment

agreement), the executive is entitled to severance benefits equal to (i) the sum of his base salary and target

bonus (A) multiplied by 1.5 and payable in substantially equal installments in accordance with our normal

payroll practices for 18 months, or (B) if the qualifying termination occurs in connection with a Change in

Control (as defined in the executive’s amended and restated employment agreement), multiplied by two and

payable in a lump sum and (ii) reimbursement of the monthly cost for COBRA coverage for up to 18 months. A

termination without Cause for these purposes includes non-renewal of the stated term of employment by the

Company. In addition, in the event of the executive’s disability, he is entitled to continued base salary

payments during the six-month period following his termination of employment.

•In the case of Mr. Petrovich, in the event of a termination of the executive’s employment by the executive for

Good Reason or by the Company without Cause (as such terms are defined in the executive’s employment

agreement), the executive is entitled to a severance payment equal to a multiple of two times (i) the highest

base salary rate in effect during the term of the agreement, (ii) the highest bonus level that would be paid to

the executive if the bonus plan targets were achieved (regardless of actual achievement), and (iii) an

additional amount equal to 15% of his base salary at the time of termination. These severance payments are

to be made in equal installments over the 24-month period following termination, subject to acceleration in

the event the executive dies post-termination. In addition, in the event of the executive’s disability, he is

entitled to continued base salary payments during the six-month period following his termination of

employment. The severance provisions in Mr. Petrovich’s employment agreement also provide that he will be

entitled to reimbursement of his reasonable attorney’s fees and costs (and related arbitration, mediation and

litigation costs) in the event he successfully resolves certain compensation and benefits claims in his favor.

In the case of Mr. Petrovich, in the event of a termination of the executive’s employment by the executive for