2024-09-26T15:17:15-04:00 2023-12-31 251644159 BROWN PLUS 210 GRANDVIEW AVE CAMP HILL PA 170111706 990 2023-01-01 251767436 THE HOSPITAL AND HEALTHSYSTEM ASSOCIATION OF PENNSYLVANIA HOSP 7175649200 30 NORTH THIRD STREET SUITE 600 HARRISBURG PA 17101 NICOLE STALLINGS PRESIDENT AND CEO 7175649200 2024-09-24 true true TIMOTHY D GRUNSTRA P00033502 7177617171 2024-09-24 2023 2024-08-08 14:25:15Z NICOLE STALLINGS 30 NORTH THIRD STREET SUITE 600 HARRISBURG PA 17101 25734932 false X WWW.HAPONLINE.ORG X 1921 PA TO ADVOCATE FOR AND PROVIDE SERVICES TO PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS AS THEY STRIVE TO DELIVER SAFE, EFFICIENT, AND QUALITY HEALTH CARE TO THE PATIENTS AND COMMUNITIES THEY SERVE. 27 27 79 27 0 1010795 690751 9739254 10354419 1215982 2333069 17617205 48278 29583236 13426517 0 0 8791613 10300988 0 0 5011797 5134143 13803410 15435131 15779826 -2008614 51204311 52777236 5618665 6107674 45585646 46669562 X TO ADVOCATE FOR AND PROVIDE SERVICES TO PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS AS THEY STRIVE TO DELIVER SAFE, EFFICIENT, AND QUALITY HEALTH CARE TO THE PATIENTS AND COMMUNITIES THEY SERVE. false false HAP ADVOCATED ON BEHALF OF PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS TO MAXIMIZE FINANCIAL SUPPORT TO HOSPITALS THROUGH STATE AND FEDERAL ACTION INCLUDING THE SUCCESSFUL FIVE YEAR REAUTHORIZATION OF THE QUALITY CARE ASSESSMENT, HOLDING THE STATE CONTRIBUTION CONSTANT AND GENERATING A 3.5 BILION NET GAIN TO HOPSITALS OVER THE TERM, SECURING A 50 MILLION DISTRESSED HOSPITAL GRANT PROGRAM, MAINTAINING SUPPLEMENTAL FUNDING FOR OB/NICU, TRAUMA AND BURN, SECURED AN ADDITIONAL 1.4 MILLION FOR CRITICAL ACCESS HOSPITALS AND MAINTAINED TOBACCO SETTLEMENT FUNDS FOR HEALTH-RELATED INITIATIVES, INCREASED LOADED-MILE ABMULANCE REIMBURSEMENT RATE, SECURED A 20 MILLION INCREASE FOR COUNTY BEHAVARIORAL HEALTH SERVICES AND 100 MILLION DIRECTED TO SCHOOL MENTAL HEALTH SERVICES, AND SECURED SHORT TERM RELIEF FROM MEDICAID DSH CUTS. HAP CONTINUED ADVANCE EFFORTS TO ADDRESS PENNSYLVANIA'S HEALTH CARE WORKFORCE SHORTAGE THROUGH ADVOCACY EFFORTS DIRECTED AT REBUILDING THE HEALTH CARE INFRASTRUCUTRE TO PROVIDE RESOURCES AND FLEXIBILTY TO SUPPORT HOSPITALS IN MANAGING THIS CRISIS. HAP CONTINUED ADVOCACY EFFORTS TO EXPAND ACCESS TO BEHAVORIAL HEALTH (BH) SERVICES AND IMPROVE CAPACITY. IN 2023 THIS INCLUDED SUPPORTING THE GOVERNOR'S ESTABLISHMENT OF A BH COUNCIL AND ADVISORY COMMITTEE AND HIRING DEDICATED FULL-TIME SENIOR LEVEL STAFF TO FOCUS SOLELY ON BH ISSUES ACROSS STATE AGENCIES AND STAKEHOLDERS, AND HOSTING FIVE REGIONAL BH WORKGROUP SESSIONS ENGAGING OVER 300 HOSPITAL LEADERS, COMMUNITY PROVIDERS, INDIVIDUALS, BH MCOS, AND COUNTY HUMAN SERVICES AGENCIES TO IDENTIFY STRATEGIES AND PROTOCOLS CONNECT INDIVIDUALS SEEKING BH IN AN ED TO TIMELY AND CLINICALLY APPROPRIATE PLACEMENTS. HAP IN PARTNERSHIP WITH Q3 HEALTH INNOVATION PARTNERS, LLC SERVED AS A STATEWIDE HOSPITAL QUALITY IMPROVEMENT CONTRACTOR ON THE IPRO HQIC. HAP HAD 26 RURAL GENERAL ACUTE FACILITIES, CRITICAL ACCESS, AND OTHER HOSPITALS SERVING VULNERABLE POPULATIONS IN HQIC PROJECTS. THE HQIC PROJECTS INCLUDE ADVERSE DRUG EVENTS, ANTIMICROBIAL STEWARDSHIP, HOSPITAL ACQUIRED INFECTIONS, PERSON AND FAMILY ENGAGEMENT, OPIOID TREATMENT, PRESSURE INJURY PREVENTION, READMISSIONS, SEVERE SEPSIS, SEPTIC SHOCK, SURGICAL SITE INFECTION, VENOUS THROMBOEMBOLISM, AND RESPONSE TO PUBLIC HEALTH EMERGENCIES. HAP PARTNERED WITH THE PHILADELPHIA DEPARTMENT OF HEALTH TO ADMINSTER THE HOSPITAL NUTRITION AND PROCUREMENT STANDARDS PROGRAM, IMPLEMENTING IMPORTANT FOODSERVICE GUIDELINES WITHIN HOSPITALS & HEALTHSYSTEMS ACROSS THE STATE. IN ADDITION, HAP WORKED WITH THE PA COUNCIL OF THE ARTS TO ADMINSTER THE MUSIC THERAPY COLLABORATIVE, A PROGRAM DESIGNED TO PROVIDE RELIEF TO HIGH STRESS MEDICAL STAFF THROUGH MUSIC THERAPY. false true false true false false false false false true false false true true false false true false false false false false false false false false false false true false false false false false false false false false false true true true true false true 21 0 true 79 true false false false false false false true false X 27 27 false false false false true false false true true false false true true true true true true true true false X X TINA LATIN-TRUE 7175649200 30 NORTH THIRD STREET SUITE 600 HARRISBURG PA 17101 ANDREW W CARTER PRESIDENT & 37.10 0.40 X 1678861 0 28900 NICOLE STALLINGS PRESIDENT AN 37.10 0.40 X 396395 0 127004 JAMES L BREXLER CHAIR 1.50 0.44 X X 0 0 0 ROXANNA GAPSTUR CHAIR-ELECT 1.30 0.28 X X 0 0 0 KENNETH P DEFURIO TREASURER 1.30 0.28 X X 0 0 0 MARK RUBINO SECRETARY 1.30 0.28 X X 0 0 0 RICHARD ALLEN BOARD MEMBER 0.70 0.28 X 0 0 0 KENDRA AUCKER BOARD MEMBER 0.70 0.28 X 0 0 0 PAUL BACHARACH BOARD MEMBER 0.70 0.28 X 0 0 0 ALISON BEAM BOARD MEMBER 0.70 0.28 X 0 0 0 SHELLEY BUCK BOARD MEMBER 0.70 0.28 X 0 0 0 SHARON CARNEY BOARD MEMBER 0.70 0.28 X 0 0 0 BETH DUFFY BOARD MEMBER 0.70 0.28 X 0 0 0 JOHN DUGGAN BOARD MEMBER 0.70 0.28 X 0 0 0 JOEL FAGERSTROM BOARD MEMBER 0.70 0.28 X 0 0 0 JAY FELDSTEIN BOARD MEMBER 0.70 0.28 X 0 0 0 STEVEN M FONTAINE BOARD MEMBER 0.70 0.28 X 0 0 0 JEDWARD HARTLE BOARD MEMBER 0.70 0.28 X 0 0 0 DOUGLAS G HOCK BOARD MEMBER 0.70 0.28 X 0 0 0 ELISABETH KUNKEL BOARD MEMBER 0.70 0.28 X 0 0 0 HUGH J LAVERY BOARD MEMBER 0.70 0.28 X 0 0 0 THOMAS MARCHOZZI BOARD MEMBER 0.70 0.28 X 0 0 0 STEPHEN M MASSINI BOARD MEMBER 0.70 0.28 X 0 0 0 BRUCE A MEYER BOARD MEMBER 0.70 0.28 X 0 0 0 MICHELLE TRUPP BOARD MEMBER 0.70 0.28 X 0 0 0 BROOK T WARD BOARD MEMBER 0.70 0.28 X 0 0 0 STEPHEN WOLFE BOARD MEMBER 0.70 0.28 X 0 0 0 MICHAEL YOUNG BOARD MEMBER 0.70 0.28 X 0 0 0 LAURA STEVENS-KENT SENIOR VP 37.10 0.40 X 425415 0 99664 JEFFREY BECHTEL SENIOR VP 37.50 0.00 X 453472 0 100835 TINA LATIN-TRUE CHIEF OPERAT 37.50 0.00 X 478304 0 98945 ROBERT SHIPP VICE PRESIDE 37.50 X 205474 0 61050 JOLENE CALLA VICE PRESIDE 37.50 X 207717 0 61477 SUSHMA SHARMA VICE PRESIDE 37.50 X 201437 0 55864 JENNIFER JORDAN VICE PRESIDE 37.50 X 199509 0 43036 CHRIS DALEY VICE PRESIDE 37.50 X 182444 0 60343 4429028 737118 28 false true false DUANE MORRIS LLP 30 SOUTH 17TH STREET PHILADELPHIA PA 19103 LEGAL SERVICES 604205 BRAVO GROUP COMMUNICATIONS INC 20 NORTH MARKET SQUARE SUITE 800 HARRISBURG PA 17101 CONSULTING 414600 WITTKIEFER INC 2015 SPRING ROAD SUITE 510 OAK BROOK IL 60523 CONSULTING 321338 HEALTH MANAGEMENT ASSOCIATES 120 N WASHINGTON SQUARE STE 705 LANSING MI 48933 CONSULTING 110923 MCNEES STRATEGIC SOLUTIONS GROUP PO BOX 7365 STEELTON PA 17113 CONSULTING 110500 6 690751 690751 PROGRAM FEES 900099 9540652 9540652 ENDORSED PARTNER FEES 900099 537048 537048 ADMIN. & MANAGEMENT FEES 561000 176240 176240 OTHER PROGRAM RELATED REVENUE 900099 100479 100479 10354419 1089801 1089801 13551683 12308415 1243268 1243268 1243268 CASH SURRENDER VALUE 900099 40424 40424 MISCELLANEOUS REVENUE 900099 7854 7854 48278 13426517 10354419 2381347 3432447 4468650 726829 1050702 622360 616190 28100 344996 60379 1091722 142020 324852 290072 143111 176473 17812 638180 66309 INDEPENDENT EXPENDITURES 499521 DIGITAL COMMUNITY 414600 MISCELLANEOUS EXPENSE 119179 DUES AND SUBSCRIPTIONS 114706 45921 15435131 0 0 0 1950867 2059056 8325987 1262662 29556 133777 306135 385099 312676 325402 4321671 2599576 2129149 1722095 33423558 42087879 1196976 1262022 3529407 3539244 51204311 52777236 5177299 5871751 381888 196630 59478 39293 5618665 6107674 X 45585646 46669562 45585646 46669562 51204311 52777236 X -2008614 2460896 631634 X false true X true true true RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false 7430576 2514301 2514301 2105606 408695 372136 272646 99490 583207 377316 205891 3366328 1949614 1416714 1722095 CSV OF OFFICERS LIFE INSURANCE 3297880 RECEIVABLE - AFFILIATES/SUBSIDIARIES 178940 SECURITY DEPOSITS 62424 3539244 POST RETIREMENT BENEFIT OBLIGATION 25785 PAYABLE TO AFFILIATES/SUBSIDIARIES 13508 39293 15897033 2460895 70000 2530895 13366138 60379 60379 13426517 15374752 15374752 60379 60379 15435131 SCHEDULE D, PAGE 4, PART XI, LINE 2D CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE 70,000 X X X X X false true false ANDREW W CARTER PRESIDENT & CEO 533354 430751 714756 13200 15700 1707761 NICOLE STALLINGS PRESIDENT AND CEO 355675 40720 105166 21838 523399 LAURA STEVENS-KENT SENIOR VP 338232 59081 28102 54575 45089 525079 JEFFREY BECHTEL SENIOR VP 350221 61366 41885 55536 45299 554307 TINA LATIN-TRUE CHIEF OPERATING OFFI 348690 64219 65395 56738 42207 577249 ROBERT SHIPP VICE PRESIDENT 187942 16665 867 17794 43256 266524 JOLENE CALLA VICE PRESIDENT 188147 17191 2379 17951 43526 269194 SUSHMA SHARMA VICE PRESIDENT 183279 16916 1242 17087 38777 257301 JENNIFER JORDAN VICE PRESIDENT 183132 15779 598 10128 32908 242545 CHRIS DALEY VICE PRESIDENT 166817 15087 540 16100 44243 242787 SCHEDULE J, PAGE 1, PART I, LINE 4 NICOLE STALLINGS 0 75,833 0 LAURA STEVENS-KENT 0 24,875 0 JEFFREY BECHTEL 0 25,836 0 TINA LATIN-TRUE 0 27,038 0 SCHEDULE J, PART III PART 1, LINE 4B HAP MAKES ANNUAL CONTRIBUTIONS TO A NONQUALIFIED DEFERRED COMPENSATION PLAN (DCP). EACH CONTRIBUTION VESTS AFTER THREE YEARS, OR, IF EARLIER, AN ATTAINMENT OF AGE 65, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. IF, PRIOR TO THE VESTING DATE, THE EXECUTIVE SEPARATES FROM SERVICES WITHOUT ANY VESTING, THE EXECUTIVE FORFEITS ALL UNPAID BENEFITS UNDER THE PLAN. CONTRIBUTIONS AND EARNINGS ARE TAX SHELTERED UNTIL THE PAYOUT DATE. IF HAP BECOMES INSOLVENT, EXECUTIVES ARE UNSECURED CREDITORS AND WILL HAVE NO PREFERRED CLAIM TO ANY ASSETS. FORM 990, PAGE 2, PART III, LINE 4A HAP ADVOCATED ON BEHALF OF PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS TO MAXIMIZE FINANCIAL SUPPORT TO HOSPITALS THROUGH STATE AND FEDERAL ACTION INCLUDING THE SUCCESSFUL FIVE YEAR REAUTHORIZATION OF THE QUALITY CARE ASSESSMENT, HOLDING THE STATE CONTRIBUTION CONSTANT AND GENERATING A 3.5 BILION NET GAIN TO HOPSITALS OVER THE TERM, SECURING A 50 MILLION DISTRESSED HOSPITAL GRANT PROGRAM, MAINTAINING SUPPLEMENTAL FUNDING FOR OB/NICU, TRAUMA AND BURN, SECURED AN ADDITIONAL 1.4 MILLION FOR CRITICAL ACCESS HOSPITALS AND MAINTAINED TOBACCO SETTLEMENT FUNDS FOR HEALTH-RELATED INITIATIVES, INCREASED LOADED-MILE ABMULANCE REIMBURSEMENT RATE, SECURED A 20 MILLION INCREASE FOR COUNTY BEHAVARIORAL HEALTH SERVICES AND 100 MILLION DIRECTED TO SCHOOL MENTAL HEALTH SERVICES, AND SECURED SHORT TERM RELIEF FROM MEDICAID DSH CUTS. HAP CONTINUED ADVANCE EFFORTS TO ADDRESS PENNSYLVANIA'S HEALTH CARE WORKFORCE SHORTAGE THROUGH ADVOCACY EFFORTS DIRECTED AT REBUILDING THE HEALTH CARE INFRASTRUCUTRE TO PROVIDE RESOURCES AND FLEXIBILTY TO SUPPORT HOSPITALS IN MANAGING THIS CRISIS. HAP CONTINUED ADVOCACY EFFORTS TO EXPAND ACCESS TO BEHAVORIAL HEALTH (BH) SERVICES AND IMPROVE CAPACITY. IN 2023 THIS INCLUDED SUPPORTING THE GOVERNOR'S ESTABLISHMENT OF A BH COUNCIL AND ADVISORY COMMITTEE AND HIRING DEDICATED FULL-TIME SENIOR LEVEL STAFF TO FOCUS SOLELY ON BH ISSUES ACROSS STATE AGENCIES AND STAKEHOLDERS, AND HOSTING FIVE REGIONAL BH WORKGROUP SESSIONS ENGAGING OVER 300 HOSPITAL LEADERS, COMMUNITY PROVIDERS, INDIVIDUALS, BH MCOS, AND COUNTY HUMAN SERVICES AGENCIES TO IDENTIFY STRATEGIES AND PROTOCOLS CONNECT INDIVIDUALS SEEKING BH IN AN ED TO TIMELY AND CLINICALLY APPROPRIATE PLACEMENTS. FORM 990, PAGE 6, PART VI, LINE 6 MEMBERSHIP OF HAP IS DIVIDED INTO THE FOLLOWING CLASSES: 1) GENERAL MEMBERS - INSTITUTIONS, ENTITIES OR ORGANIZATIONS WHICH SUPPORT THE MISSION AND PURPOSE OF THE HOSPITAL AND HEALTHSYSTEM ASSOCIATION OF PENNSYLVANIA ("ASSOCIATION") TO BE THE LEADING ADVOCATE FOR IMPROVING THE HEALTH AND WELL-BEING OF PENNSYLVANIANS. GENERAL MEMBERS SHALL BE THE ONLY VOTING MEMBERSHIP CLASS. AT EVERY MEETING OF MEMBERS, EACH GENERAL MEMBER SHALL HAVE ONE VOTE. 2)ASSOCIATE MEMBERS - INSTITUTIONS AND ORGANIZATIONS NOT ELIGIBLE FOR GENERAL MEMBERSHIP BUT WHICH SUPPORT THE PURPOSE AND OBJECTIVE OF THE ASSOCIATION. FORM 990, PAGE 6, PART VI, LINE 11B THE FORM 990 IS PREPARED INTERNALLY BY THE ASSOCIATION. THE ASSOCIATION'S TAX ADVISORS THEN REVIEW THE FORM 990 AND MAKE ANY NECESSARY CHANGES. AFTER THE TAX ADVISORS' REVIEW, THE FORM 990 IS GIVEN TO THE BOARD FOR A DETAILED REVIEW. ONCE THE BOARD HAS REVIEWED, THE ASSOCIATION'S TAX ADVISORS PREPARE THE FINAL FORM 990 AND SENDS TO THE ASSOCIATION FOR SIGNATURES AND FILING, ALONG WITH A PUBLIC INSPECTION COPY. FORM 990, PAGE 6, PART VI, LINE 12C A WRITTEN CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO ALL BOARD MEMBERS AND EMPLOYEES ON AN ANNUAL BASIS WITH REQUESTED DISCLOSURES. THE PURPOSE OF THE CONFLICTS OF INTEREST POLICY (THE "CONFLICTS POLICY") IS TO PROTECT THE INTEREST OF THE ASSOCIATION WHEN IT CONTEMPLATES ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT A PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE ASSOCIATION. THE CONFLICTS POLICY IS INTENDED TO SUPPLEMENT, BUT NOT REPLACE, ANY APPLICABLE STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT CORPORATIONS. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AN OFFICER, DIRECTOR, MANAGER, KEY EMPLOYEE AND THEIR FAMILY MEMBERS, BUSINESS ASSOCIATES OR INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND MUST BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES AND BOARD- DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AN INTERESTED PERSON IS DEFINED AS ANY DIRECTOR, PRINCIPAL OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO THE ASSOCIATION OR ANY OF THE ASSOCIATION'S AFFILIATES, HE OR SHE IS AN INTERESTED PERSON WITH RESPECT TO THE ASSOCIATION AND ALL OF ITS AFFILIATES. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DELIBERATED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: -AN INTERESTED PERSON MAY MAKE A PRESENTATION CONCERNING THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. -THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. -AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE ASSOCIATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. -IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT AVOID A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ASSOCIATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ASSOCIATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. VIOLATIONS OF THE CONFLICTS POLICY: -IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSURE. -IF, AFTER HEARING THE RESPONSE OF THE INTERESTED PERSON AND MAKING SUCH FURTHER INVESTIGATION, AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE INTERESTED PERSON HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PAGE 6, PART VI, LINE 15A IN FULFILLMENT OF THE ASSOCIATION'S COMPENSATION COMMITTEE'S (COMPRISED OF HAP BOARD MEMBERS) RESPONSIBILITIES, SPECIFICALLY IN REGARD TO THE CEO'S COMPENSATION, EACH YEAR THE ASSOCIATION'S EXECUTIVE COMPENSATION COMMITTEE AND BENEFITS CONSULTANT, SULLIVAN COTTER & ASSOCIATES, INC. ("SULLIVAN COTTER"), CONDUCTS A COMPREHENSIVE REVIEW OF CEO TOTAL COMPENSATION. TO EVALUATE THE TOTAL COMPENSATION PROGRAM FOR THE ASSOCIATION'S CEO, SULLIVAN COTTER ANNUALLY: -COLLECTS AND REVIEWS BACKGROUND DATA, INCLUDING FINANCIAL DATA AND CURRENT COMPENSATION INFORMATION; -COMPILES COMPREHENSIVE DATA FOR CEOS WITH HAP'S SELECT PEER GROUP; -COMPARES THE CEO'S CURRENT SALARY, INCENTIVE BENEFIT AND TOTAL COMPENSATION LEVELS TO PEER GROUP MEDIAN LEVELS; AND -PREPARES, FOR THE COMMITTEE'S REVIEW, A MEMORANDUM DOCUMENTING FINDINGS. THE PROCESS FOR SETTING OTHER OFFICERS- AND KEY EMPLOYEES' COMPENSATION IS THE SAME AS ABOVE. IN FULFILLMENT OF THE COMPENSATION COMMITTEE'S RESPONSIBILITIES, IN REGARD TO OFFICERS- AND OTHER KEY EMPLOYEES' COMPENSATION EACH YEAR, THE EXECUTIVE COMPENSATION AND BENEFITS CONSULTANT, CONDUCTS A COMPREHENSIVE REVIEW OF OFFICERS- AND OTHER KEY EMPLOYEES' TOTAL COMPENSATION. TO EVALUATE THE TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES, SULLIVAN COTTER ANNUALLY: -COLLECTS AND REVIEWS BACKGROUND DATA, INCLUDING FINANCIAL DATA AND CURRENT COMPENSATION INFORMATION; -COMPILES COMPENSATION DATA FOR THE OFFICERS AND KEY EMPLOYEES WITH A SELECT PEER GROUP; -COMPARES THE OFFICERS- AND KEY EMPLOYEES' CURRENT SALARY, INCENTIVE BENEFIT AND TOTAL COMPENSATION LEVELS TO PEER GROUP MEDIAN LEVELS; AND -PREPARES, FOR THE COMMITTEE'S REVIEW, A MEMORANDUM DOCUMENTING FINDINGS. THE COMPENSATION COMMITTEE DISCUSSES, REVIEWS AND APPROVES ANY RECOMMENDATIONS PROVIDED BY SULLIVAN COTTER. THE FINAL RECOMMENDATION IS APPROVED BY THE BOARD DURING AN EXECUTIVE SESSION. FORM 990, PAGE 6, PART VI, LINE 15B SEE ANSWER TO 15A. FORM 990, PAGE 6, PART VI, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9 CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE 70,000 EQUITY IN GAIN OF SUBSIDIARY 566,229 POST RETIREMENT LIABILITY ADJ -4,595 TOTAL 631,634 HOSPITAL MANAGEMENT SERVICES LLC 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 274654734 ADMIN PA 2028002 2078224 HAP HOSPITAL & HEALTHSYSTEM ASSOC OF PA HAP EDUCATION & RESEARCH SERVICES 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 251114897 EDUCATION PA 501C3 10 HAP true HAPAC - STATE POLITICAL ACTION COMMITTEE 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 232125904 LOBBYING PA 527 HAP true HAPAC - FEDERAL POLITICAL ACTION COMMITTEE 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 232199700 LOBBYING PA 527 HAP true HAPEVOLVE INC 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 232443175 CONSULTING PA HAP C CORP 2543327 2080441 1.00000 true false false false false false true false false false false false true false true true true true false false HAPEVOLVE INC F 500000 COST HAPEVOLVE INC L 64000 COST HAP EDUCATION AND RESEARCH SERVICES O 170251 COST HAPEVOLVE INC Q 77847 COST HAPEVOLVE INC R 66436 ACTUAL CASH RECEIPTS HAPEVOLVE INC O 1287587 COST