2024-03-22T11:08:32-05:00 2023-06-30 990 2023-01-01 541760974 VIRGINIA PREMIER HEALTH PLAN INC VIRG 7574557020 1300 SENTARA PARK VIRGINIA BEACH VA 23464 JEFF C SNYDER TREASURER 7574557020 2024-03-22 JEFF SNYDER 999009999 0 2 AAL1 IAL1 2023 2023-04-26 12:10:37Z X DENNIS A MATHEIS 1300 SENTARA PARK VIRGINIA BEACH VA 23464 1492107946 0 X WWW.VAPREMIER.COM X 2010 VA TO ENSURE OUR MEMBERS RECEIVE THE HIGHEST QUALITY MEDICAL SERVICES, OUR GOAL IS TO IMPROVE THE HEALTH STATUS OF OUR MEMBERSHIP. X 8 3 0 3 0 0 0 0 2784910535 1448059312 -3739317 6547840 0 0 2781171218 1454607152 0 0 0 0 756922 0 0 0 0 2669106303 1387458263 2669863225 1387458263 111307993 67148889 642649249 0 306901642 0 335747607 0 X SEE SCHEDULE OVIRGINIA PREMIER HEALTH PLAN IS COMMITTED TO ENSURING OUR MEMBERSRECEIVE THE HIGHEST QUALITY MEDICAL SERVICES FROM OUR PHYSICIANS,HOSPITALS, AND OTHER HEALTH CARE PROVIDERS. THROUGH OPERATIONALEXCELLENCE, OUR DEDICATED TEAM PROMOTES MEMBER-FOCUSED SERVICES, FOSTERS STRONG PROVIDER RELATIONSHIPS AND SHIFTS MORE OF OUR FINANCIAL RESOURCES TO HEALTH CARE SERVICES. OUR GOAL IS TO IMPROVE THE HEALTH STATUS OF OUR MEMBERSHIP. GUIDING VALUES AND PRINCIPLES:- SERVE AND SUPPORT THE VIRGINIA MEDICAID AND MEDICARE ELIGIBLE POPULATION.- MEET THE HEALTH CARE NEEDS OF OUR MEMBERS.- EMPOWER OUR MEMBERS THROUGH EDUCATION AND MEMBER-FOCUSED SERVICES.- SUPPORT DOCTOR/PATIENT RELATIONSHIPS BY FOSTERING STRONG PROVIDER RELATIONSHIPS.- EFFECTIVELY INTEGRATE MANAGED CARE ADMINISTRATION AND HEALTH CARE SERVICES.- ABIDE BY ALL ETHICAL STANDARDS AND DEMONSTRATE INTEGRITY AND QUALITY IN ALL BUSINESS PRACTICES. 0 0 1358093575 0 1448059312 VIRGINIA PREMIER MAINTAINS CONTRACTS WITH AREA PROVIDERS TO SUPPLY HEALTH CARE, DISEASE PREVENTION, AND HEALTH PROMOTION FOR INDIVIDUALS AND FAMILIES IN THE COMMUNITY IN AN EFFECTIVE, ACCESSIBLE AND AFFORDABLE MANNER. 1358093575 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 8 3 1 1 1 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X CORPORATE OFFICERS 7574557020 1300 SENTARA PARK VIRGINIA BEACH VA 23464 ROBERT A BROERMANN DIRECTOR 1.00 50.00 X 0 1890062 83099 DENNIS A MATHEIS DIRECTOR/PRESIDENT 5.00 47.00 X X 0 4406299 49232 JORDAN R ASHER MD DIRECTOR 1.00 42.00 X 0 1480896 123465 PATRICIA DARNLEY DIRECTOR 1.00 40.00 X 0 632858 92757 COLIN DROZDOWSKI DIRECTOR 4.00 46.00 X 0 1022495 103809 ROBERT C FORT DIRECTOR 1.00 1.00 X 0 0 0 CATHIE J VICK DIRECTOR 1.00 1.00 X 0 0 0 J LES HALL DIRECTOR 1.00 4.80 X 0 1169 0 JEFF C SNYDER TREASURER 2.00 40.00 X 0 230889 82990 EARL J BARNES II SECRETARY 1.00 0.00 X 0 705535 124188 LINDA T HINES FORMER OFFICER AND KE 0.00 40.00 X 0 299759 28067 TIMOTHY E CARPENTER FORMER OFFICER AND KE 0.00 40.00 X 0 148692 22370 MEGAN R PERRY FORMER OFFICER 0.00 41.40 X 0 1028792 95640 LOUIS PATALANO IV FORMER OFFICER 0.00 0.00 X 0 179967 7117 PETER PAVELL FORMER KE 0.00 40.00 X 0 242769 27825 ERIC WILSON FORMER KE 0.00 40.00 X 0 191563 23204 RANDY DOVEL FORMER KE 0.00 40.00 X 0 131922 21072 JAMIE MCPHERSON FORMER KE 0.00 40.00 X 0 174793 28817 RICHARD GORDON FORMER KE 0.00 40.00 X 0 143245 11120 MARK MATTINGLY FORMER KE 0.00 40.00 X 0 266072 14149 0 13177777 938921 0 1 1 0 EXPRESS SCRIPTS ONE EXPRESS WAY SAINT LOUIS MO 63121 PHARMACY BENEFIT MANAGEMENT 252549818 KAISER PERMANENTE PO BOX 64533 BALTIMORE MD 21264 LAB SERVICES 110361763 CARILION MEDICAL CENTER PO BOX 826761 PHILADELPHIA PA 191820001 HEALTHCARE PROVIDER 63692560 CONSUMER DIRECT CARE NETWORK VIRGINIA 100 CONSUMER DIRECT WAY MISSOULA MT 59808 SELF-DIRECTED CARES SERVICES 56726077 SENTARA HOSPITALS PO BOX 79603 BALTIMORE MD 21279 HEALTHCARE PROVIDER 45666505 1132 SUBSCRIBER PREMIUMS 900099 1448059312 1448059312 1448059312 8290587 8290587 35758047 37500794 -1742747 -1742747 -1742747 1454607152 1448059312 0 6547840 184923 142707 42216 128442836 99120364 29322472 MEDICAL CLAIMS AND CAPI 1258830504 1258830504 1387458263 1358093575 29364688 0 X 82593809 0 0 0 266334542 0 0 0 0 0 1202004 0 0 10813413 0 230965930 0 5027848 0 0 17786667 0 27925036 0 642649249 0 21116273 285785369 0 306901642 0 X 335747607 0 335747607 0 642649249 0 X 67148889 5309725 -408206221 X 0 1 X 1 0 X 108692904 108692904 2066017019 1127476545 2386027499 2784910535 1448059312 9812490910 2174709923 1127476545 2386027499 2784910535 1448059312 9921183814 0 0 0 9921183814 3839077 650811 3848456 8189486 8290587 24818417 3839077 650811 3848456 8189486 8290587 24818417 2178549000 1128127356 2389875955 2793100021 1456349899 9946002231 0.99750 0.99790 0.00250 0.00210 X SCHEDULE A, PART III REASON FOR SHORT PERIOD RETURN: ON FEBRUARY 28, 2023, THE ORGANIZATION'S BOARD OF DIRECTORS ALONG WITH ITS SOLE SHAREHOLDER, SENTARA HEALTHCARE (NOW SENTARA HEALTH,) APPROVED AND ADOPTED A PLAN OF MERGER WHEREBY THE ORGANIZATION MERGED WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS,) A 501(C)(3) TAX-EXEMPT VIRGINIA NONSTOCK CORPORATION WHOSE SOLE MEMBER IS SENTARA HEALTH. THE MERGER WAS APPROVED BY THE VIRGINIA STATE CORPORATION COMMISSION ON JUNE 21, 2023 WITH AN EFFECTIVE DATE OF JULY 1, 2023. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 2820326 0 0 0 0 0 0 2820326 0 2820326 0 0 1 0 1 0 1 1 0 0 0 0 0 1 0 DENNIS A MATHEIS DIRECTOR/PRESIDENT 0 1010890 0 2319360 0 1076049 0 33658 0 15574 0 4455531 0 685805 ROBERT A BROERMANN DIRECTOR 0 601133 0 1116632 0 172297 0 68423 0 14676 0 1973161 0 0 JORDAN R ASHER MD DIRECTOR 0 477594 0 974481 0 28821 0 95784 0 27681 0 1604361 0 0 COLIN DROZDOWSKI DIRECTOR 0 511880 0 487901 0 22714 0 88118 0 15691 0 1126304 0 0 MEGAN R PERRY FORMER OFFICER 0 347599 0 599986 0 81207 0 80180 0 15460 0 1124432 0 0 EARL J BARNES II SECRETARY 0 394369 0 225826 0 85340 0 108360 0 15828 0 829723 0 0 PATRICIA DARNLEY DIRECTOR 0 402902 0 209250 0 20706 0 75705 0 17052 0 725615 0 0 LINDA T HINES FORMER OFFICER AND KE 0 160164 0 122689 0 16906 0 14009 0 14058 0 327826 0 0 JEFF C SNYDER TREASURER 0 132569 0 97047 0 1273 0 62155 0 20835 0 313879 0 0 MARK MATTINGLY FORMER KE 0 156824 0 107032 0 2216 0 12902 0 1247 0 280221 0 0 PETER PAVELL FORMER KE 0 140382 0 97393 0 4994 0 12346 0 15479 0 270594 0 0 ERIC WILSON FORMER KE 0 112925 0 74116 0 4522 0 7077 0 16127 0 214767 0 0 JAMIE MCPHERSON FORMER KE 0 124789 0 6822 0 43182 0 10156 0 18661 0 203610 0 0 LOUIS PATALANO IV FORMER OFFICER 0 0 0 0 0 179967 0 7117 0 0 0 187084 0 0 TIMOTHY E CARPENTER FORMER OFFICER AND KE 0 113418 0 34458 0 816 0 9493 0 12877 0 171062 0 0 RICHARD GORDON FORMER KE 0 94224 0 31248 0 17773 0 9263 0 1857 0 154365 0 0 RANDY DOVEL FORMER KE 0 101032 0 30795 0 95 0 8991 0 12081 0 152994 0 0 PART I, LINE 3 SENTARA HEALTH, THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, ESTABLISHED THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL THROUGH THE USE OF A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION STUDY, AND APPROVAL BY SENTARA HEALTH'S COMPENSATION COMMITTEE. SENTARA HEALTH RECOGNIZES THAT PROVIDING THE BEST POSSIBLE CARE REQUIRES US TO ATTRACT AND RETAIN THE VERY BEST EMPLOYEES. OUR ORGANIZATION IS COMMITTED TO INVESTING IN OUR PEOPLE BY OFFERING COMPETITIVE COMPENSATION OPPORTUNITIES AND A STRONG WORKPLACE ENVIRONMENT. THE SENTARA HEALTH BOARD HAS DIRECTED A COMMITTEE OF INDEPENDENT, CONFLICT-FREE BOARD MEMBERS TO DEVOTE THEIR TIME AND ATTENTION TO THE OVERSIGHT OF SENTARA HEALTH'S EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS. THE COMPENSATION COMMITTEE CONSISTS OF PROFESSIONAL, EXPERIENCED, AND DEDICATED BOARD MEMBERS WHO TAKE THIS RESPONSIBILITY VERY SERIOUSLY. THE COMPENSATION COMMITTEE FOLLOWS GOVERNANCE BEST PRACTICES IN THE REVIEW AND APPROVAL OF EXECUTIVE COMPENSATION. THE COMPENSATION COMMITTEE IS ASSISTED BY OUTSIDE ADVISORS WHO ARE ENGAGED BY THE COMMITTEE. PART I, LINES 4A-B LOUIS PATALANO, IV RECEIVED $179,967 IN COMPENSATION RELATED TO HIS SEPARATION FROM SERVICE. THIS AMOUNT HAS BEEN INCLUDED IN COLUMN (B)(III) OF SCHEDULE J, PART II. ROBERT BROERMANN, MEGAN PERRY, DENNIS MATHEIS, JORDAN ASHER, PATRICIA DARNLEY, EARL BARNES AND COLIN DROZDOWSKI PARTICIPATED IN THE SENTARA CAPITAL ACCUMULATION ACCOUNT PLAN. THE CAPITAL ACCUMULATION PLAN IS A NONQUALIFIED DEFERRED COMPENSATION PROGRAM. SUCH PLANS ARE COMMONLY OFFERED TO NOT-FOR-PROFIT HEALTH CARE EXECUTIVES TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO SUPPLEMENT LIMITATIONS IN QUALIFIED PLANS. PARTICIPATION IS LIMITED TO A SELECT GROUP OF CORPORATE EXECUTIVES AS APPROVED BY SENTARA HEALTH'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. TERMS OF THE PLAN CHANGED EFFECTIVE JANUARY 1, 2009, WHEREBY VESTING OF CONTRIBUTIONS MADE ON OR AFTER THAT DATE NOW OCCURS ON THE EARLIER OF FIVE YEARS FOR EACH YEARS' CONTRIBUTIONS OR AGE 55 WITH 10 YEARS OF SERVICE. UNDER THE OLD TERMS, VESTING OF CONTRIBUTIONS MADE PRIOR TO JANUARY 1, 2009 OCCURS ON THE EARLIEST OF ASSIGNED DISTRIBUTION DATE, DEATH, INVOLUNTARY TERMINATION WITHOUT CAUSE OR COMPLETION OF TWO-YEAR NON-COMPETE AFTER VOLUNTARY TERMINATION (REGARDLESS OF ORIGINAL ASSIGNED DISTRIBUTION DATE). EFFECTIVE JANUARY 1, 2023, ADDITIONAL VESTING TRIGGERS FOR CONTRIBUTIONS MADE ON OR AFTER JANUARY 1, 2009 INCLUDING AGE 60 WITH FIVE YEARS OF SERVICE AND AGE 65 WITH TWO YEARS OF SERVICE. DURING 2023, THE FOLLOWING CORPORATE EXECUTIVES RECEIVED VESTED DISTRIBUTIONS UNDER THE PLAN: ROBERT BROERMANN ($111,224); DENNIS MATHEIS ($1,043,768); AND MEGAN PERRY ($52,386). THESE AMOUNTS HAVE BEEN REPORTED IN COLUMN (B)(III) OF SCHEDULE J, PART II. DURING THE CURRENT TAX YEAR PATRICIA DARNLEY, LINDA HINES, AND TIMOTHY CARPENTER PARTICIPATED IN THE SENTARA NON-QUALIFIED DEFERRED COMPENSATION PLAN. A NEW PLAN YEAR BEGINS EACH JANUARY 1ST. ELIGIBILITY REQUIRES THAT AN EMPLOYEE MUST BE IN THE TOP 5% BY SALARY AND HAVE COMPENSATION GREATER THAN OR EQUAL TO THE HIGHLY COMPENSATED AMOUNT SET BY THE PLAN IN ORDER TO PARTICIPATE. PARTICIPANTS MUST MAKE THEIR ELECTIONS IN THE YEAR PRECEDING THE DEFERRAL YEAR AND SELECT A DISTRIBUTION DATE. NEW ELECTIONS MUST BE MADE EACH YEAR. ALL PARTICIPANTS ARE 100% VESTED IN THEIR ACCOUNT BALANCES AND LUMP SUM IS THE FORM OF PAYMENT AT THE DISTRIBUTION DATE UNLESS A 5 OR 10 YEAR INSTALLMENT PAYMENT WAS SELECTED. PART I, LINE 7 DURING THE CURRENT TAX YEAR, THE ORGANIZATION MADE NON-FIXED PAYMENTS OF COMPENSATION UNDER THE FOLLOWING INCENTIVE PROGRAMS: ANNUAL INCENTIVE PROGRAM - EXECUTIVES AND SENIOR LEADERS ARE ELIGIBLE FOR ANNUAL AWARDS BASED ON SYSTEM AND INDIVIDUAL PERFORMANCE. BOTH SYSTEM AND INDIVIDUAL SCORES ARE DETERMINED AFTER YEAR-END, AT WHICH POINT AWARDS MAY BE PAID AND REPORTED AS COMPENSATION. TARGET AND MAXIMUM OPPORTUNITIES VARY BY LEVEL. TOP HAT- WITHIN THE ANNUAL INCENTIVE PROGRAM, EXECUTIVES AND SENIOR LEADERS MAY RECEIVE ADDITIONAL INCENTIVE PAY TO REWARD EXCEPTIONAL INDIVIDUAL PERFORMANCE. NET ASSETS OF THE ORGANIZATION MERGED WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS) 2023-06-30 408206221 BOOK VALUE 541283337 SENTARA HEALTH PLANS 1300 SENTARA PARK VIRGINIA BEACH VA 23464 501(C)(3) 1 0 0 0 1 1 1 1 0 PART I, LINE 2E: PERSON(S) INVOLVED: THE FOLLOWING OFFICERS AND DIRECTORS OF THE ORGANIZATION WERE SERVING AS OFFICERS AND DIRECTORS OF SENTARA HEALTH PLANS, THE SURVIVING ENTITY, BEFORE THE JULY 1, 2023 MERGER AND CONTINUED TO SERVE AS OFFICERS AND DIRECTORS OF SENTARA HEALTH PLANS AFTER THE MERGER : DENNIS A. MATHEIS ROBERT A. BROERMANN COLIN DROZDOWSKI EARL J. BARNES, II PATRICIA DARNLEY J. LES HALL ROBERT C. FORT CATHIE J. VICK PART I, LINE 1 MERGER OF VIRGINIA PREMIER HEALTH PLAN, INC. WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS):ON FEBRUARY 28, 2023, THE ORGANIZATION'S BOARD OF DIRECTORS ALONG WITH ITS SOLE SHAREHOLDER, SENTARA HEALTHCARE (NOW SENTARA HEALTH,) APPROVED AND ADOPTED A PLAN OF MERGER WHEREBY THE ORGANIZATION MERGED WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS,) A 501(C)(3) TAX-EXEMPT VIRGINIA NONSTOCK CORPORATION WHOSE SOLE MEMBER IS SENTARA HEALTH. THE MERGER WAS APPROVED BY THE VIRGINIA STATE CORPORATION COMMISSION ON JUNE 21, 2023 WITH AN EFFECTIVE DATE OF JULY 1, 2023. FORM 990, PART VI, SECTION A, LINE 2 THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVED TOGETHER ON THE BOARDS OF OTHER ORGANIZATIONS WITHIN THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), AS WELL AS JOINT VENTURES IN WHICH THE SYSTEM HAD AN OWNERSHIP INTEREST. SEE SCHEDULE R FOR A LISTING OF SUCH ENTITIES. FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAD AN ADMINISTRATIVE SERVICES AGREEMENT ("ASA") WITH SENTARA HEALTH ADMINISTRATION, INC. FORMERLY SENTARA HEALTH PLANS, INC., A RELATED ORGANIZATION. UNDER THE ASA, THE ORGANIZATION DELEGATED MANAGEMENT DUTIES SUCH AS PLANNING AND EXECUTING BUDGETS AND FINANCIAL OPERATIONS AND SUPERVISING EXEMPT OPERATIONS TO SENTARA HEALTH ADMINISTRATION, INC. ALL PERSONS LISTED AS FORMER KEY AND HIGHEST COMPENSATED EMPLOYEES IN CORE PART VII SECTION A RECEIVED COMPENSATION FROM SENTARA HEALTH ADMINISTRATION, INC. OFFICER JEFF SNYDER ALSO RECEIVED COMPENSATION FROM SENTARA HEALTH ADMINISTRATION, INC. SEE CORE PART VII SECTION A COLUMNS (E) AND (F) FOR REPORTABLE AND OTHER COMPENSATION PAID BY SENTARA HEALTH ADMINISTRATION, INC. FORM 990, PART VI, SECTION A, LINE 4 ON FEBRUARY 28, 2023, THE ORGANIZATION'S BOARD OF DIRECTORS ALONG WITH ITS SOLE SHAREHOLDER, SENTARA HEALTHCARE (NOW SENTARA HEALTH,) APPROVED AND ADOPTED A PLAN OF MERGER WHEREBY THE ORGANIZATION MERGED WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS,) A 501(C)(3) TAX-EXEMPT VIRGINIA NONSTOCK CORPORATION WHOSE SOLE MEMBER IS SENTARA HEALTH. THE MERGER WAS APPROVED BY THE VIRGINIA STATE CORPORATION COMMISSION ON JUNE 21, 2023 WITH AN EFFECTIVE DATE OF JULY 1, 2023. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION'S SOLE SHAREHOLDER WAS SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION AND THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM. SENTARA HEALTH HAD THE RIGHT TO DESIGNATE TEN DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A SENTARA HEALTH HAD THE RIGHT TO DESIGNATE DIRECTORS OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B SENTARA HEALTH, THE SOLE SHAREHOLDER, HAD THE RIGHT TO VOTE ON CORPORATE MATTERS. FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE ORGANIZATION'S FINAL FORM 990, AS ULTIMATELY FILED WITH THE IRS, WAS PROVIDED TO THE ORGANIZATION'S TREASURER FOR REVIEW PRIOR TO FILING. THE ORGANIZATION USED THE SYSTEM'S IN-HOUSE TAX DEPARTMENT, HEADED BY A LICENSED CERTIFIED PUBLIC ACCOUNTANT, TO BOTH PREPARE AND REVIEW ITS FORM 990. DURING THE PREPARATION AND REVIEW PROCESS, THE TAX DEPARTMENT WORKED CLOSELY WITH OTHER SYSTEM DEPARTMENTS, SUCH AS LEGAL, COMPENSATION AND BENEFITS, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS, BOARD-NOMINATED OFFICERS, AND KEY EMPLOYEES ARE REQUESTED TO SUBMIT AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE AND CERTIFY TO THE COMPLETION AND ACCURACY OF THE INFORMATION DISCLOSED. ADDITIONALLY, EACH ORGANIZATION'S GOVERNING BOARD OR APPROPRIATE BODY MONITORS TRANSACTIONS INVOLVING DISCLOSED POTENTIAL CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 AS PART OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), THE ORGANIZATION FOLLOWED PROCESSES AND PROCEDURES SET FORTH IN ITS GOVERNING DOCUMENTS TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS AS A 501(C)(3) HEALTHCARE ORGANIZATION TO PAY DISQUALIFIED PERSONS' REASONABLE COMPENSATION. SUCH PROCESSES AND PROCEDURES ARE INTENDED TO ESTABLISH THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958 REGULATIONS. THE COMPENSATION PHILOSOPHY OF THE SYSTEM AS A WHOLE IS TO BASE OVERALL COMPENSATION AND BENEFITS FOR EXECUTIVES ON NOT-FOR-PROFIT MARKET COMPARABLES, ADJUSTED AS APPLIED TO EACH EXECUTIVE, TAKING INTO CONSIDERATION THE INDIVIDUAL SKILLS, EXPERIENCE, TENURE AND PERFORMANCE OF THE EXECUTIVE BEING COMPENSATED AND OVERALL PERFORMANCE OF THE ORGANIZATION. IN LINE WITH THIS PHILOSOPHY, THE SYSTEM PERFORMED SUBSTANTIAL DUE DILIGENCE AS TO MARKET COMPARABLES. THE SYSTEM'S COMPENSATION COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST, ENGAGED AN OUTSIDE CONSULTANT, WHO REPORTS TO THE COMPENSATION COMMITTEE, TO CONDUCT A STUDY ASSESSING THE COMPETITIVENESS OF TOTAL COMPENSATION (INCLUDING CASH COMPENSATION, BENEFITS AND PERQUISITES) OF ITS SENIOR EXECUTIVES PRIOR TO MAKING DECISIONS REGARDING ANNUAL BASE SALARY ADJUSTMENTS, APPROVING INCENTIVE AWARDS, OR CONSIDERING PROGRAMMATIC CHANGES. THE STUDY COMPARED THE COMPENSATION OF THE SYSTEM'S SENIOR EXECUTIVES TO COMPENSATION DATA FROM MULTIPLE PUBLISHED SURVEY SOURCES BASED ON EACH SENIOR EXECUTIVE'S FUNCTIONAL RESPONSIBILITY. IN CONDUCTING THE STUDY, THE CONSULTANT TARGETED OTHER NOT-FOR-PROFIT HEALTH SYSTEMS OF SIMILAR SIZE BASED ON NET REVENUE AND COMPLEXITY. FOR HEALTH PLAN POSITIONS, HEALTH PLANS WITH SIMILAR PREMIUMS, OR MEMBERS, WERE TARGETED. THE CONSULTANT ALSO CONDUCTS A REVIEW OF THE ORGANIZATION'S PERFORMANCE RELATIVE TO A GROUP OF NOT-FOR-PROFIT HEALTH SYSTEMS OF COMPARABLE SIZE AND SCOPE OF OPERATIONS EVERY YEAR. THE MOST RECENT STUDY COMPARED SENTARA'S PERFORMANCE TO 28 NOT-FOR-PROFIT HEALTHCARE SYSTEMS, AND 36 INDEPENDENT AND INTEGRATED DELIVERY SYSTEM-OWNED HEALTH PLANS THAT ARE COMPARABLE IN SIZE TO SENTARA'S HEALTH PLAN, BASED ON NET REVENUE GROWTH, OPERATING MARGIN, VARIOUS CLINICAL QUALITY METRICS AND PATIENT SATISFACTION. OVERALL, THE CONSULTANT DETERMINED THAT SENTARA'S PAY WAS ALIGNED WITH ITS RELATIVE PERFORMANCE. THE COMPENSATION STUDY WAS PRESENTED TO THE SYSTEM'S COMPENSATION COMMITTEE, WHICH MADE ITS COMPENSATION DECISIONS BASED ON A) ITS REVIEW AND ANALYSIS OF THE PERFORMANCE OF BOTH THE ORGANIZATION AND ITS SENIOR EXECUTIVES AND, B) A REASONABLENESS OF COMPENSATION ANALYSIS AND OPINION FROM AN EXTERNAL EXPERT IN THE COMPENSATION OF EXECUTIVES IN THE TAX-EXEMPT HEALTH CARE FIELD. THE COMMITTEE'S BASES FOR ITS DECISIONS WERE DOCUMENTED IN COMMITTEE MINUTES TAKEN DURING THE MEETING AND THEN CIRCULATED FOR REVIEW AND APPROVAL. ALL DECISIONS REGARDING COMPENSATION WERE MADE BY THE COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST. THIS PROCESS WAS USED TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S PRESIDENT, WHO ALSO SERVED AS PRESIDENT AND CEO OF THE SYSTEM. THE PROCESS WAS LAST UNDERTAKEN DURING 2022 FOR THE POSITIONS LISTED. FORM 990, PART VI, SECTION C, LINE 19 THE CONSOLIDATED FINANCIAL STATEMENTS FOR SENTARA HEALTH AND SUBSIDIARIES WERE MADE PUBLICLY AVAILABLE THROUGH THE USE OF DAC BOND (DISCLOSURE DISSEMINATION AGENT) AND CAN BE FOUND ON THE INTERNET AT WWW.DACBOND.COM. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PART VI, LINE 1B, BOARD MEMBER INDEPENDENCE THE ORGANIZATION'S BOARD OF DIRECTORS WAS ELECTED ANNUALLY BY ITS SHAREHOLDER, SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION, 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND SOLE SHAREHOLDER OF THE ORGANIZATION. THE GOVERNING BOARD OF SENTARA HEALTH IS AN INDEPENDENT, COMMUNITY-BASED BOARD. FORM 990, PART X DISSOLUTION OF VIRGINIA PREMIER HEALTH PLAN, INC. THE BALANCE SHEET AND OTHER CHANGES IN FUND BALANCE OF VIRGINIA PREMIER HEALTH PLAN, INC. AT JUNE 30, 2023 REFLECT THE MERGER TRANSACTION WHEREBY THE ASSETS, LIABILITIES AND FUND BALANCE OF VIRGINIA PREMIER HEALTH PLAN, INC. HAS BEEN REDUCED TO ZERO. SEE SCH N FOR ADDITIONAL INFORMATION. FORM 990, PART XI, LINE 9: NET ASSETS TRANSFERRED TO SENTARA HEALTH PLANS -408,206,221. 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