2024-04-10T22:12:46-05:00 2023-06-30 861065772 DELOITTE TAX LLP 695 TOWN CENTER DR STE 1000 COSTA MESA CA 92626 990 2022-07-01 521484872 GBMC HEALTHCARE INC GBMC 4438492000 6701 NORTH CHARLES STREET BALTIMORE MD 21204 JOHN B CHESSARE MD EVP & CFO 4438492000 2024-04-09 1 JOHN CHESSARE MD 999009999 0 JOHN W SADOFF JR P00540589 7144367100 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z JOHN B CHESSARE MD 6701 NORTH CHARLES STREET BALTIMORE MD 21204 2120693 0 X WWW.GBMC.ORG X 1975 MD TO ESTABLISH, MAINTAIN, SUPERVISE, COORDINATE, ASSIST AND PERFORM PLANNING & OTHER FUNCTIONS FOR THE ENTITIES TO PROVIDE HEALTH-RELATED SERVICES OF THE CORPORATION AND ITS AFFILIATED ENTITIES. 29 26 0 26 0 0 0 0 2193532 2120693 0 0 0 0 2193532 2120693 6000 0 0 0 2608199 2102740 0 0 0 745292 442160 3359491 2544900 -1165959 -424207 676477332 663783584 2890883 3300643 673586449 660482941 X SEE SCHEDULE O 0 0 2236025 2120693 GBMC HEALTHCARE'S ACCOUNTABLE CARE ORGANIZATION INTEGRATES COMMUNITY PRIMARY CARE WITH HOSPITAL AND MULTI-SPECIALTY CARE IN THE TOWSON AREA. ADDITIONALLY, GBMC HEALTHCARE SUPPORTS GREATER BALTIMORE MEDICAL CENTER, INC. BY OVERSEEING THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM. GBMC HEALTHCARE'S COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION PROVIDED TO THE SUPPORTED ORGANIZATION'S PRESIDENT AND CHIEF EXECUTIVE OFFICER AND EACH OFFICER, KEY EMPLOYEE, AND SENIOR LEADER, WHETHER OR NOT THESE INDIVIDUALS WOULD BE CONSIDERED DISQUALIFIED PERSONS, ENSURING THAT COMPENSATION IS REASONABLE. GBMC HEALTHCARE ALSO PROVIDES SUPPORT BY APPROVING INVESTMENT DECISIONS OF THE SYSTEM. 2236025 1 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 0 0 0 0 1 BD 0 0 0 0 0 0 0 0 0 0 X 29 26 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MD X X LAURIE BEYER 4438492511 6701 NORTH CHARLES STREET BALTIMORE MD 21204 JOHN B CHESSARE MD DIRECTOR/CEO GBMC HEALTHCARE 15.00 45.00 X X 0 1221701 47923 J CHRISTOPHER GREENAWALT MD DIRECTOR/VICE CHIEF OF STAFF 10.00 50.00 X 0 376698 43767 ROBIN MOTTER-MAST DO DIRECTOR/CHIEF OF STAFF 10.00 50.00 X X 0 357308 56518 MR DELBERT ADAMS DIRECTOR 1.00 2.00 X 0 0 0 MR ROBERT AUMILLER DIRECTOR 1.00 2.00 X 0 0 0 MS HEIDI KENNY BERMAN DIRECTOR 1.00 2.00 X 0 0 0 MRS SANDRA BERMAN DIRECTOR 1.00 1.00 X 0 0 0 MS MONIQUE BOOKER DIRECTOR 1.00 1.00 X 0 0 0 ROBERT K BROOKLAND MD DIRECTOR 1.00 2.00 X 0 0 0 MRS ANN P CROOM DIRECTOR 1.00 2.00 X 0 0 0 MR CHARLES C FENWICK JR DIRECTOR 1.00 2.00 X 0 0 0 MRS CHRISTINA FITTS DIRECTOR 1.00 1.00 X 0 0 0 MR JERRY FOCAS DIRECTOR 1.00 2.00 X 0 0 0 MR FREDERICK M HUDSON CHAIR 1.00 1.00 X X 0 0 0 MR HARRY S JOHNSON DIRECTOR 1.00 1.00 X 0 0 0 MR LEON KAPLAN DIRECTOR 1.00 1.00 X 0 0 0 MR TIMOTHY L KRONGARD VICE CHAIR 1.00 1.00 X X 0 0 0 MR FRANKLIN M LEE DIRECTOR 1.00 1.00 X 0 0 0 MR THOMAS H MADDUX III SECRETARY 1.00 1.00 X X 0 0 0 MR ANTHONY V MILANDO DIRECTOR 1.00 1.00 X 0 0 0 MS PATRICIA J MITCHELL DIRECTOR 1.00 1.00 X 0 0 0 JOHN R SAUNDERS MD DIRECTOR 1.00 1.00 X 0 0 0 MR STEPHEN T SCOTT TREASURER 1.00 1.00 X X 0 0 0 DEVON SMITH DVM DIRECTOR 1.00 2.00 X 0 0 0 MS BONNIE B STEIN DIRECTOR 1.00 2.00 X 0 0 0 MR JAMES B STRADTNER DIRECTOR 1.00 1.00 X 0 0 0 MRS FAITH E THOMAS VICE CHAIR 1.00 2.00 X X 0 0 0 MR STEVEN A THOMAS DIRECTOR 1.00 1.00 X 0 0 0 MS MARION G THOMPSON DIRECTOR 1.00 1.00 X 0 0 0 JOHN L FLOWERS MD EVP & CHIEF MEDICAL OFFICER 10.00 50.00 X 0 576354 151388 MS LAURIE R BEYER EVP & CFO GBMC HEALTHCARE 11.00 49.00 X 0 569499 128397 MS CATHERINE HAMEL EXEC VP CONT. CARE & PRES. GILCHRIST 1.00 59.00 X 0 535559 59996 MS SUSAN MARTIELLI GENERAL COUNSEL/VP LEGAL SERVICES 20.00 40.00 X 0 550696 31769 MR DAVID J HYNSON VP & CIO 15.00 45.00 X 0 475506 44727 MS ERLENE WASHINGTON VP & COO HEALTH PARTNERS 10.00 50.00 X 0 383321 95661 MS ANNA-MARIA G PALMER VP & CHIEF HUMAN RESOURCES OFFICER 20.00 40.00 X 0 405584 61904 MS JENNY COLDIRON VP DEVELOPMENT/PRESIDENT FOUNDATION 10.00 50.00 X 0 391913 49766 MS STACEY L MCGREEVY EVP & COO HOSPITAL 10.00 50.00 X 0 350384 90278 MS CAROLYN L CANDIELLO VP QUALITY & PT SAFETY 1.00 59.00 X 0 344598 46215 MS JOANN IOANNOU EXEC VP OF HOSPITAL OPERATIONS & CNO 15.00 45.00 X 0 292814 41190 0 6831935 949499 0 0 1 0 0 MD PRIMARY CARE PROGRA 621111 2120693 2120693 2120693 2120693 2120693 0 0 1800646 1800646 34607 34607 150445 150445 117042 117042 31356 31356 3405 1525 1880 6506 6399 107 96358 96358 2059 2059 1800 1800 14448 14448 OVERHEAD 275532 275532 SOFTWARE MAINTENANCE 10696 10696 2544900 2236025 308875 0 938430 801203 151672 137227 676325660 663646357 676477332 663783584 2890883 3300643 2890883 3300643 X 552431867 531065490 121154582 129417451 673586449 660482941 676477332 663783584 X -424207 -12679301 X 0 1 X 1 0 X X 1 GREATER BALTIMORE MEDICAL CENTER INC 526049658 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 X 1 0 PART IV, SECTION D, LINE 1: GBMC HEALTHCARE, INC. ("THE ORGANIZATION") FILED A REQUEST TO CHANGE ITS TAX EXEMPT STATUS TO A TYPE III, FUNCTIONALLY INTEGRATED SUPPORTING ORGANIZATION ON APRIL 11, 2023. THE REQUEST WAS APPROVED BY THE IRS ON NOVEMBER 29, 2023. GBMC HEALTHCARE, INC. DID NOT MEET THE NOTIFICATION REQUIREMENT FOR THE TAX YEAR ENDED JUNE 30, 2023, BUT THE ORGANIZATION WILL ISSUE THE NOTIFICATION DELINQUENTLY, AND IT WILL COMPLY WITH THE NOTIFICATION REQUIREMENT FOR THE TAX YEAR ENDED JUNE 30, 2024, THE FIRST TAX YEAR-END FOLLOWING THE APPROVAL OF THE ORGANIZATION'S APPLICATION. PART IV, SECTION D, LINE 3: EACH BOARD MEMBER OF GBMC HEALTHCARE, INC. IS ALSO ON THE BOARD OF ITS SUPPORTED ORGANIZATION, GREATER BALTIMORE MEDICAL CENTER, INC. (GBMC, INC.), AND A MAJORITY OF GBMC HEALTHCARE, INC.'S OFFICERS ARE ALSO OFFICERS OF GBMC, INC. THEREFORE, THEY MAINTAIN A CLOSE AND CONTINUING WORKING RELATIONSHIP, AND BECAUSE OF THIS RELATIONSHIP, GBMC, INC. HAS A SIGNIFICANT VOICE IN HOW GBMC HEALTHCARE, INC. MANAGES AND USES ITS ASSETS. PART IV, SECTION E, LINE 2A: SUBSTANTIALLY ALL OF GBMC HEALTHCARE, INC.'S ACTIVITIES DURING THE TAX YEAR DIRECTLY FURTHERED THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATION, GBMC, INC. THE MAIN EXEMPT PURPOSE OF GBMC, INC. IS TO PROVIDE MEDICAL CARE AND SERVICE OF THE HIGHEST QUALITY TO EACH PATIENT OF THE MEDICAL CENTER. DURING THE YEAR, GBMC HEALTHCARE, INC. FURTHERED GBMC, INC.'S EXEMPT PURPOSE BY HELPING TO INTEGRATE PATIENTS' PRIMARY CARE AND HOSPITAL AND MULTI-SPECIALTY CARE THROUGH GBMC HEALTHCARE'S ACCOUNTABLE CARE ORGANIZATION, GREATER BALTIMORE HEALTH PHYSICIANS ALLIANCE, LLC. ADDITIONALLY, GBMC HEALTHCARE SUPPORTS GREATER BALTIMORE MEDICAL CENTER, INC. BY OVERSEEING THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM. GBMC HEALTHCARE'S COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION PROVIDED TO THE SUPPORTED ORGANIZATION'S PRESIDENT AND CHIEF EXECUTIVE OFFICER AND EACH OFFICER, KEY EMPLOYEE, AND SENIOR LEADER, WHETHER OR NOT THESE INDIVIDUALS WOULD BE CONSIDERED DISQUALIFIED PERSONS, ENSURING THAT COMPENSATION IS REASONABLE. GBMC HEALTHCARE ALSO PROVIDES SUPPORT BY APPROVING INVESTMENT DECISIONS OF THE SYSTEM. THIS ADMINISTRATIVE SUPPORT PROVIDED BY GBMC HEALTHCARE ASSISTS GBMC, INC. IN ACCOMPLISHING ITS EXEMPT PURPOSES. GBMC HEALTHCARE, INC. WAS RESPONSIVE TO THE NEEDS OF GBMC, INC. BY MAINTAINING SHARED OFFICERS AND DIRECTORS WHO KEPT A CLOSE WORKING RELATIONSHIP. 216674 79447 137227 721756 721756 0 137227 INVESTMENT IN SUBSIDIARIES 663646357 C 663646357 X PART V, LINE 4: THE BALANCE SHEET FOR GBMC HEALTHCARE, INC. SHOWS BOTH TEMPORARILY AND PERMANENTLY RESTRICTED NET ASSETS. THESE AMOUNTS REPRESENT GBMC HEALTHCARE, INC.'S INTEREST IN THE EQUITY OF ITS SUBSIDIARIES AND NOT ENDOWMENTS OWNED BY GBMC HEALTHCARE, INC. INFORMATION ON THE ENDOWMENTS OF GBMC HEALTHCARE, INC.'S SUBSIDIARIES CAN BE FOUND ON EACH SUBSIDIARY'S SEPARATE FORM 990. PART X, LINE 2: GBMC HEALTHCARE, INC. IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR GBMC HEALTHCARE, INC. AND SUBSIDIARIES, WHICH INCLUDES BOTH TAXABLE AND TAX-EXEMPT AFFILIATES. THE COMPANY IS A NOT-FOR-PROFIT CORPORATION EXEMPT FROM INCOME TAXES AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. THE COMPANY IS SUBJECT TO INCOME TAX ON UNRELATED BUSINESS INCOME. INCOME TAXES ARE PROVIDED FOR EARNINGS (LOSS) OF THOSE SUBSIDIARIES WHICH ARE SUBJECT TO FEDERAL AND STATE INCOME TAX BASED ON AGENCY'S SHARE OF THE SUBSIDIARIES' TAXABLE INCOME, WHETHER OR NOT DISTRIBUTED. AGENCY'S SHARE OF THESE SUBSIDIARIES' NET LOSSES IS DEDUCTIBLE TO THE EXTENT OF AGENCY'S TAX BASIS IN THE SUBSIDIARIES. THE FINANCIAL ACCOUNTING STANDARDS BOARD'S (FASB) GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES CLARIFIES THE ACCOUNTING FOR UNCERTAINTY OF INCOME TAX POSITIONS. THIS GUIDANCE DEFINES THE THRESHOLD FOR RECOGNIZING TAX RETURN POSITIONS IN THE CONSOLIDATED FINANCIAL STATEMENTS AS "MORE LIKELY THAN NOT" THAT THE POSITION IS SUSTAINABLE, BASED ON ITS TECHNICAL MERITS. THIS STANDARD ALSO PROVIDES GUIDANCE ON THE MEASUREMENT, CLASSIFICATION AND DISCLOSURE OF TAX RETURN POSITIONS IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE COMPANY HAS ADOPTED THIS GUIDANCE, AND THERE WERE NO AMOUNTS RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS AS OF AND DURING THE YEARS ENDED JUNE 30, 2023 AND 2022 FOR UNCERTAIN TAX POSITIONS. GBMC AGENCY, INC. AND SUBSIDIARIES ARE TAXABLE ENTITIES, WHICH HAVE TAX OPERATING LOSS CARRY FORWARD AVAILABLE TO OFFSET FUTURE TAXABLE INCOME. EFFECTIVE FOR YEARS AFTER DECEMBER 31, 2017, THE NET OPERATING LOSS CARRY FORWARD IS INDEFINITE. AS OF JUNE 30 2023, AND 2022, THE DEFERRED TAX ASSETS CONSISTING PRIMARILY OF NET OPERATING LOSS CARRY FORWARDS WERE FULLY OFFSET BY A RELATED VALUATION ALLOWANCE. X X X X X 0 1 0 0 0 0 0 0 0 JOHN B CHESSARE MD DIRECTOR/CEO GBMC HEALTHCARE 0 859603 0 119814 0 242284 0 15550 0 32373 0 1269624 0 0 JOHN L FLOWERS MD EVP & CHIEF MEDICAL OFFICER 0 508748 0 54721 0 12885 0 91859 0 59529 0 727742 0 76309 MS LAURIE R BEYER EVP & CFO GBMC HEALTHCARE 0 440297 0 120767 0 8435 0 78618 0 49779 0 697896 0 65968 MS CATHERINE HAMEL EXEC VP CONT. CARE & PRES. GILCHRIST 0 417842 0 47825 0 69892 0 13922 0 46074 0 595555 0 0 MS SUSAN MARTIELLI GENERAL COUNSEL/VP LEGAL SERVICES 0 372881 0 134158 0 43657 0 15550 0 16219 0 582465 0 0 MR DAVID J HYNSON VP & CIO 0 332602 0 104291 0 38613 0 15550 0 29177 0 520233 0 0 MS ERLENE WASHINGTON VP & COO HEALTH PARTNERS 0 325030 0 52894 0 5397 0 43767 0 51894 0 478982 0 32617 MS ANNA-MARIA G PALMER VP & CHIEF HUMAN RESOURCES OFFICER 0 328496 0 69635 0 7453 0 44812 0 17092 0 467488 0 32277 MS JENNY COLDIRON VP DEVELOPMENT/PRESIDENT FOUNDATION 0 307280 0 43362 0 41271 0 14370 0 35396 0 441679 0 0 MS STACEY L MCGREEVY EVP & COO HOSPITAL 0 291122 0 55283 0 3979 0 41968 0 48310 0 440662 0 27816 J CHRISTOPHER GREENAWALT MD DIRECTOR/VICE CHIEF OF STAFF 0 376518 0 0 0 180 0 15550 0 28217 0 420465 0 0 ROBIN MOTTER-MAST DO DIRECTOR/CHIEF OF STAFF 0 336782 0 15000 0 5526 0 15550 0 40968 0 413826 0 0 MS CAROLYN L CANDIELLO VP QUALITY & PT SAFETY 0 280823 0 32138 0 31637 0 14899 0 31316 0 390813 0 0 MS JOANN IOANNOU EXEC VP OF HOSPITAL OPERATIONS & CNO 0 245942 0 44174 0 2698 0 9564 0 31626 0 334004 0 0 PART I, LINE 4B GBMC HEALTHCARE HAS A NON-QUALIFIED SUPPLEMENTAL RETIREMENT PLAN. THIS PLAN WAS APPROVED BY THE COMPENSATION COMMITTEE OF THE GBMC HEALTHCARE BOARD OF DIRECTORS TO SUPPLEMENT THE EXECUTIVE'S RETIREMENT INCOME. THE SUPPLEMENTAL RETIREMENT PLAN WAS DEVELOPED BASED ON AN INDEPENDENT CONSULTANT REPORT ON MARKET-BASED PRACTICES FOR SUPPLEMENTAL RETIREMENT PLANS, THE PERCENTAGE OF FINAL AVERAGE PAY, THE REQUIREMENTS FOR VESTING, PARTICIPANTS, AND PAY-OUT PROVISIONS WERE ESTABLISHED, REVIEWED, AND APPROVED BY THE COMPENSATION COMMITTEE. THE CONTRIBUTIONS TO THE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C) OR IN SCHEDULE J, PART II, COLUMN B(III) AS PART OF DEFERRED COMPENSATION. THE AMOUNTS PAID OUT OF THIS PLAN IN 2022 WERE AS FOLLOWS: JOHN B. CHESSARE, M.D. - $224,651 MS. CATHERINE HAMEL - $61,605 MS. CAROLYN L. CANDIELLO - $28,010 MS. JENNY COLDIRON - $34,738 MR. DAVID HYNSON - $32,898 MS. SUSAN MARTIELLI - $36,728 FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: GBMC HEALTHCARE, INC. IS ORGANIZED AND OPERATED EXCLUSIVELY AS A NONPROFIT CHARITABLE ORGANIZATION WITHIN THE MEANING OF SECTION 501(C)(3) OF THE CODE FOR THE FOLLOWING PURPOSES: (1) TO ESTABLISH, MAINTAIN, SUPERVISE, COORDINATE, ASSIST AND PERFORM PLANNING AND OTHER FUNCTIONS FOR ENTITIES TO PROVIDE HEALTH-RELATED SERVICES OR TO CARRY OUT THE CHARITABLE, EDUCATIONAL, HEALTH CARE, AND SCIENTIFIC PURPOSES OF THE CORPORATION AND ITS AFFILIATED ENTITIES INCLUDING BUT NOT LIMITED TO GREATER BALTIMORE MEDICAL CENTER, INC., A HOSPITAL CORPORATION DESCRIBED UNDER SECTION 501(C)(3) AND EXEMPT FROM TAX UNDER SECTION 501(A) OF THE CODE, AND OTHER ENTITIES WHICH MAY FURTHER THE CHARITABLE, EDUCATIONAL, HEALTH CARE, AND OTHER PURPOSES OF THE CORPORATION. (2) TO PROVIDE SUPERVISION AND COORDINATION OF THE ACTIVITIES OF AFFILIATED ENTITIES, INCLUDING BUT NOT LIMITED TO GREATER BALTIMORE MEDICAL CENTER, INC.; GBMC FOUNDATION, INC.; RUXTON INSURANCE COMPANY, LTD.; GBMC LAND CORPORATION; AND GILCHRIST HOSPICE CARE, INC. (3) TO CONSIDER AND ESTABLISH LONG AND SHORT RANGE PLANNING ACTIVITIES FOR THE CORPORATION AND ITS AFFILIATED ENTITIES. (4) TO RAISE FUNDS FOR THE BENEFIT OF CHARITABLE, SCIENTIFIC, HEALTH CARE, AND EDUCATIONAL ACTIVITIES AND FUNCTIONS OF THE CORPORATION AND ITS AFFILIATED ENTITIES. (5) TO CONSULT WITH THE APPROPRIATE OFFICERS OF THE AFFILIATED ENTITIES TO PROMOTE COOPERATION AMONG THEM IN ORDER TO FURTHER THE CHARITABLE, EDUCATIONAL, AND SCIENTIFIC ACTIVITIES AND FUNCTIONS OF THOSE ENTITIES. (6) TO HAVE AND TO EXERCISE TO THE EXTENT NECESSARY OR DESIRABLE FOR THE ACCOMPLISHMENT OF ANY OF THE AFORESAID PURPOSES, AND TO THE EXTENT THAT THEY ARE NOT INCONSISTENT WITH THE CHARITABLE PURPOSES OF THE CORPORATION AND THE LIMITATIONS IMPOSED BY SECTION 501(C)(3) OF THE CODE, ANY AND ALL POWERS CONFERRED UPON CORPORATION BY THE MARYLAND GENERAL CORPORATION LAW. FORM 990, PART VI, SECTION A, LINE 2 MS. HEIDI KENNY BERMAN AND MRS. SANDRA BERMAN HAVE A FAMILY RELATIONSHIP. FORM 990, PART VI, SECTION B, LINE 11B THE AUDIT COMMITTEE OF GBMC HEALTHCARE, INC. REVIEWS THIS FORM 990. A COPY OF THE FORM 990 IS PROVIDED TO THE FULL BOARD OF DIRECTORS OF GBMC HEALTHCARE, INC. FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THESE POLICIES INCLUDE A WRITTEN CONFLICT OF INTEREST POLICY ATTESTED TO ANNUALLY, A WRITTEN WHISTLEBLOWER POLICY, AND A WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY. ANNUALLY, EVERY BOARD MEMBER, EMPLOYED AND CONTRACTED PHYSICIAN, ADVANCED PRACTITIONER AND MANAGER (WHICH INCLUDES KEY EMPLOYEES) MUST COMPLETE A COMPREHENSIVE QUESTIONNAIRE THAT PROVIDES FOR THE DISCLOSURE OF POTENTIAL CONFLICTS. ALL DISCLOSURES ARE REVIEWED BY THE COMPLIANCE OFFICER. THOSE DISCLOSURES THAT ARE QUESTIONABLE OR MAY RISE TO THE LEVEL OF A CONFLICT ARE DISCUSSED WITH GENERAL IN-HOUSE COUNSEL AND APPROPRIATE ACTION IS TAKEN, IF NECESSARY. A SUMMARY OF POTENTIAL CONFLICTS AND PROPOSED ACTIONS IS PROVIDED TO THE PRESIDENT (FOR MANAGEMENT) AND TO THE GOVERNANCE AND BOARD DEVELOPMENT COMMITTEE (FOR BOARD MEMBERS) ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE ("COMMITTEE") OF THE BOARD OF DIRECTORS OF GBMC HEALTHCARE, INC., WHICH IS COMPRISED OF DIRECTORS THAT ARE "DISINTERESTED" AS DEFINED BY IRS REGULATIONS, IS AUTHORIZED TO OVERSEE THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM. THE COMMITTEE REVIEWS AND APPROVES THE COMPENSATION PROVIDED TO THE ORGANIZATION'S PRESIDENT AND CHIEF EXECUTIVE OFFICER AND EACH OFFICER, KEY EMPLOYEE AND SENIOR LEADER, WHETHER OR NOT THESE INDIVIDUALS WOULD BE CONSIDERED "DISQUALIFIED PERSONS" UNDER THE INTERMEDIATE SANCTIONS REGULATIONS OF FEDERAL INCOME TAX LAW. THE COMMITTEE HAS ADOPTED A WRITTEN PHILOSOPHY SETTING FORTH THE GUIDING PRINCIPLES GOVERNING THE COMPENSATION PROVIDED TO THE ORGANIZATION'S EXECUTIVES. THE COMMITTEE'S REVIEW AND APPROVAL PROCESS WAS ESTABLISHED AND IS CONDUCTED IN A MANNER SO AS TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS REGULATIONS OF FEDERAL INCOME TAX LAW. ALL FORMS OF COMPENSATION AND BENEFITS PROVIDED TO MEMBERS OF THE SENIOR LEADERSHIP TEAM ARE REVIEWED, WHICH INCLUDES CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED TO ENSURE THAT THE "TOTAL COMPENSATION" IS REASONABLE. THE COMMITTEE ENGAGED AN INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT THAT SPECIALIZES IN THE REVIEW OF HOSPITAL AND HEALTH SYSTEM EXECUTIVE COMPENSATION AND BENEFITS TO COMPILE MARKET COMPENSATION DATA OF SIMILARLY SIZED HEALTH CARE ORGANIZATIONS THROUGHOUT THE COUNTRY AS WELL AS THE SAME GEOGRAPHIC REGION. NO DATA FROM ANY FOR-PROFIT ENTITIES WERE USED. THE DATA WERE CATEGORIZED BY EXECUTIVE POSITION, AND A SALARY RANGE WAS DEVELOPED WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT. THE COMMITTEE RELIED UPON THIS DATA, RELEVANT BUSINESS JUDGMENT FACTORS (E.G., EXPERIENCE, PERFORMANCE, RECRUITMENT AND RETENTION FACTORS AND THE UNIQUE DEMANDS OF THE POSITION), THE GUIDANCE PROVIDED BY THE STATED COMPENSATION PHILOSOPHY AND THE WRITTEN OPINION OF THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTANT AS TO THE REASONABLENESS OF THE COMPENSATION IN RELATION TO MARKET DATA IN MAKING ITS EXECUTIVE COMPENSATION DECISIONS. THE COMMITTEE ALSO CONSIDERS ITS BUSINESS JUDGMENT. THE COMMITTEE DOCUMENTS THE BASIS FOR ITS DECISIONS THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH SUCH DECISIONS ARE DELIBERATED AND DETERMINED. THE COMMITTEE'S DECISIONS ARE SUBJECT TO THE FINAL APPROVAL OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS ARE LOCATED ON THE STATE OF MARYLAND DEPARTMENT OF TAXATION'S WEBSITE. FINANCIAL STATEMENTS ARE MADE PUBLIC THROUGH THE STATE OF MARYLAND CHARITABLE REGISTRATION. FINANCIAL STATEMENTS FOR GBMC HEALTHCARE, INC. ARE ALSO AVAILABLE THROUGH THE ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE VIA THE CONTINUING DISCLOSURE DOCUMENT. THE CONFLICT OF INTEREST POLICY IS NOT AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 9: EQUITY INCOME OF SUBSIDIARY -12,679,301. GREATER BALTIMORE HEALTH ALLIANCE PHYSICIANS LLC 6701 NORTH CHARLES STREET BALTIMORE MD 21204 900794161 ACCOUNTABLE CARE ORGANIZATION MD -117319 137227 GBMC HEALTHCARE INC GREATER BALTIMORE MEDICAL CENTER INC 6701 NORTH CHARLES STREET BALTIMORE MD 21204 526049658 HEALTHCARE MD 501(C)(3) LINE 3 GBMC HEALTHCARE INC 1 GBMC FOUNDATION INC 6701 NORTH CHARLES STREET BALTIMORE MD 21204 521411935 FUNDRAISING MD 501(C)(3) LINE 12, TYPE II GBMC HEALTHCARE INC 1 GILCHRIST HOSPICE CARE INC 11311 MCCORMICK ROAD SUITE 350 HUNT VALLEY MD 21031 521851251 HOSPICE SERVICES MD 501(C)(3) LINE 3 GBMC HEALTHCARE INC 1 GBMC LAND INC 6701 NORTH CHARLES STREET BALTIMORE MD 21204 521413360 REAL ESTATE PROPERTY MD 501(C)(3) LINE 12, TYPE I GBMC HEALTHCARE INC 1 PRESBYTERIAN EYE EAR & THROAT CHARITY HOSP INC BOARD LADY MGRS 20 INDIAN LANE BALTIMORE MD 21210 526052408 SUPPORTING MD 501(C)(3) LINE 12, TYPE III FI N/A 0 PRESBYTERIAN EYE EAR & THROAT CHARITY HOSPITAL 320 MORRIS AVE LUTHERVILLE MD 21093 520449990 SUPPORTING MD 501(C)(3) LINE 12, TYPE III FI N/A 0 WOMEN'S HOSPITAL FOUNDATION INC PO BOX 166 RIDERWOOD MD 21139 520591609 FUNDRAISING MD 501(C)(3) LINE 12, TYPE III NF N/A 0 MILTON J DANCE JR ENDOWMENT INC 409 WASHINGTON AVE BALTIMORE MD 21204 521104173 SUPPORTING MD 501(C)(3) LINE 12, TYPE III FI N/A 0 GILCHRIST BALTIMORE CENTER SUPPORT CORP 11311 MCCORMICK ROAD SUITE 100 HUNT VALLEY MD 21031 854086504 SUPPORTING MD 501(C)(3) LINE 12, TYPE III FI N/A 0 GBMC PAVILION WEST MEDICAL ARTS LLC 6701 NORTH CHARLES STREET BALTIMORE MD 21204 521899034 REAL ESTATE MANAGEMENT MD N/A 0 0 GBMC-WP-PT LLC 1447 YORK ROAD SUITE 401 LUTHERVILLE MD 21093 812388743 PHYSICAL THERAPY MD N/A 0 0 GBMC AGENCY INC 6701 NORTH CHARLES STREET BALTIMORE MD 21204 521411931 INVESTMENTS MD N/A C 0 RUXTON INSURANCE COMPANY 3 GORHAM ROAD HAMILTON HM 08 HAMILTON BD 980413102 INSURANCE CAPTIVE BD N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 GREATER BALTIMORE MEDICAL CENTER INC M 306891 COST