2024-11-12T11:35:31-06:00 2023-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2023-01-01 237288765 MILLS-PENINSULA HOSPITAL FOUNDATION % KENNETH YOUNG MILL 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 Amanda K Martin PRESIDENT 9162866665 2024-11-04 true true Eva Nitta P01286320 4158948000 2023 2024-10-15 13:58:12Z Amanda K Martin C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 14875582 false X WWW.SUTTERHEALTH.ORG X 1973 CA SEE SCHEDULE O 14 13 0 34 0 0 6248891 8540628 2448930 2833533 1396720 3423771 -189309 -282761 9905232 14515171 8387310 2480425 0 0 1534387 1763748 0 0 0 1050013 1208783 10971710 5452956 -1066478 9062215 61385328 72123534 4657828 3973458 56727500 68150076 X SEE SCHEDULE O false false 3807538 2480425 2833533 SEE SCHEDULE O 3807538 true true false false false false false false false true false false false false true true false true false false false false false false true false false true true true false false false false false false false false true false false false false true true true false false true X 0 0 0 false false false false false true true false false false false false false X 14 13 false false false false true true true true true false false false true true true true true true true false CA X KENNETH YOUNG 9162866665 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X JANET WAGNER Hospital Area CEO, South Bay 1.0 40.0 X 0 1448393 103167 Raya Elias-Petros Chief Philanthropy Officer-SH 0.0 40.0 X 0 700502 68027 Anthony Pacheco CFO Hospt - ABSMC (pt-yr) 1.0 40.0 X 0 540204 64574 Iris Wohn CFO Hospt - ABSMC (pt-yr) 0.0 40.0 X 0 541625 55899 Peter Gielniak Executive, Philanthropy 0.0 40.0 X 0 300082 92956 Jodi Davis Frmr Chief Philanthropy Off. 0.0 40.0 X 0 317861 5278 Amanda K Martin Trustee & President MPHF 2.0 40.0 X X 0 242619 57738 Laurie Benson TRUSTEE 1.0 0.0 X 0 0 0 Sheila Canzian TRUSTEE 1.0 0.0 X 0 0 0 Stacey Dobos Trustee/Vice-Chair 2.0 0.0 X X 0 0 0 Joanne Goldstein TRUSTEE/Secretary 2.0 0.0 X X 0 0 0 Michelle Johnson TRUSTEE 1.0 0.0 X 0 0 0 Julie Lev TRUSTEE 1.0 0.0 X 0 0 0 Margaret McCaffery TRUSTEE 1.0 0.0 X 0 0 0 Andrea Metkus MD Trustee 1.0 0.0 X 0 0 0 Kathie Milligan Trustee 1.0 0.0 X 0 0 0 Gilbert Mintz PhD Chair of Finance Committee 2.0 0.0 X X 0 0 0 Patti Rueff Trustee/Chair 2.0 0.0 X X 0 0 0 Kim Schoknecht TRUSTEE 1.0 0.0 X 0 0 0 Al Taira MD TRUSTEE 1.0 0.0 X 0 0 0 Steven Wierenga TRUSTEE 1.0 0.0 X 0 0 0 0 4091286 447639 0 true true false PRESENTATION DESIGN GROUP LLC 1010 OBIE ST EUGENE OR 97402 Maintenance 153273 AAE HOLDINGS INC 5790 FAYETTEVILLE RD STE 200 DURHAM NC 277139089 Event Talent 141252 ZACHRY ASSOCIATES INC 3457 CURRY LN ABILENE TX 796068217 Printing Services 129572 3 14838 551631 7974159 29217 8540628 HOSPITAL SUPPORT 561990 2833533 2833533 2833533 1936791 1936791 0 0 0 0 0 1486980 1486980 1486980 1486980 65000 551631 360411 -295411 -295411 12650 0 12650 12650 0 0 0 0 14515171 2833533 3141010 X 2467625 2467625 12800 12800 0 0 0 0 1121652 560826 560826 0 642096 321048 321048 0 18000 18000 0 14050 14050 0 0 135354 135354 0 8485 8485 328193 328193 0 0 0 947 947 0 0 0 0 0 21029 21029 SUTTER CHARGEBACKS 607161 607161 PURCHASED SERVICES 43597 43597 AREA ALLOCATION 21360 21360 DONOR CULTIVATION 8294 8294 2313 2313 5452956 3807538 1645418 0 0 0 10009988 11299270 4448948 8187608 0 0 0 0 0 0 0 0 0 0 0 21155 0 0 46121698 52131638 0 0 0 0 0 0 804694 483863 61385328 72123534 3674072 2958718 0 0 0 0 0 0 0 0 0 0 0 0 0 0 983756 1014740 4657828 3973458 X 16311194 21185094 40416306 46964982 56727500 68150076 61385328 72123534 X 9062215 3001099 -640738 X false true X true false X 6521865 10270289 6581187 6248891 8540628 38162860 0 0 6521865 10270289 6581187 6248891 8540628 38162860 11319764 26843096 1400756 1134320 1062788 1417147 1936791 6951802 0 498 498 45115160 11935942 0.59499 0.66790 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 11495123 75000 1211644 73068 12708699 13754764 113000 -1587510 785131 11495123 13025729 485100 1207164 963229 13754764 11030432 1015319 1079180 99202 13025729 9732569 24563 1365828 92528 11030432 0.00000 0.70960 0.29040 false false 0 INSURANCE LIABILITIES 11387 OTHER LIABILITIES 1003353 1014740 X SCHEDULE D, PART V, LINE 4 INTENDED USE OF ENDOWMENT FUNDS: THE ENDOWMENTS ARE USED TO SUPPORT THE PROGRAMS OF MILLS-PENINSULA MEDICAL CENTER, WHICH IS PART OF SUTTER BAY HOSPITALS. Barshad Endowment Fund for Senior Focus - Income to be used to benefit the Senior Focus Program. Coakley Permanent Endowment - Income shall be used to support any purpose except construction or general expenses of Mills-Peninsula Medical Center. Kay Ellis Permanent Endowment - Income to be used to provide scholarships and grants to needy girls seeking careers in medical and allied fields. John & Rose Zielinsky Memorial - Earnings are for the general purposes of the Mills Peninsula Hospital Foundation. Malmquist Permanent Endowment - Income to support the hospital's health care services related to arthritis, until and unless such a use would not be possible at the hospitals, in which case, the Foundation's Board of Trustees may choose another use for the income and may, if necessary and in the best interests of the hospitals expend the principal. McKay Permanent Endowment - Income only (interest), but no part of the fund principal or appreciation (realized or unrealized), shall be used to further the general objectives and purposes of Mills Peninsula Hospital Foundation. Raffo Endowment - Cancer and Cardiac Care - To support cancer and cardiac care, but not for animal research. Reid Permanent Endowment - Earnings to support free beds, clinics and medical services to the poor and needy. Ruppert Memorial Fund - Income used to support purposes deemed most appropriate by the Board of Trustees of Mills Peninsula Hospital Foundation and the principal be maintained in its entirely. Desired, but not mandatory is that the income be used to fund care and maintain the Special Care Unit and Short Stay Surgical Recovery Unit. MPHF Care Navigation Endowment - Endowment earnings to support navigation for high-risk patients diagnosed with chronic illness and their families. Mason Endowment - Income to be spent on services, equipment and devices for handicapped children that will assist in overcoming and coping with handicaps and the overall quality of life. Morton Endowment - Scholarship award of $1,500 to be given in memory of Margaret Morton, Past President, until such funds are no longer available. Spreckel Endowment - Earnings are Unrestricted. SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2020 THROUGH 2022 REMAINS OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. THERE WERE NO SUCH UNCERTAIN TAX POSITIONS RECOGNIZED FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022. womens luncheon 616631 551631 65000 118065 59090 164880 18376 0 616631 551631 65000 118065 59090 164880 18376 360411 -295411 1501 trousdale dr burlingame CA 94010 true Sutter Bay Hospitals DBA MPMC C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 501(c)(3) 2442064 PROGRAM SERVICES Sutter Health 2200 River Plaza Drive Sacramento CA 95833 942788907 501(c)(3) 20561 Program SErvices 2 0 SCHOLARSHIPS 5 12800 SCHEDULE I, Part I, LIne 2 PROCEDURE FOR MONITORING USE OF GRANT FUNDS: 1. Various departments of the hospital request funding from the foundation. 2. Foundation reviews and approves the hospital's request. 3. The approval is sent to the requesting department. 4. The requesting department provides the foundation support materials that substantiate the costs incurred. 5. Foundation reviews support materials and releases the funds. true true false false false false false true false JANET WAGNER Hospital Area CEO, South Bay 0 382263 0 312062 0 754068 0 83164 0 20003 0 1551560 0 76765 Raya Elias-Petros Chief Philanthropy Officer-SH 0 521300 0 130079 0 49123 0 34564 0 33463 0 768529 0 29990 Anthony Pacheco CFO Hospt - ABSMC (pt-yr) 0 409379 0 92347 0 38478 0 31964 0 32610 0 604778 0 32059 Iris Wohn CFO Hospt - ABSMC (pt-yr) 0 412389 0 92945 0 36291 0 31064 0 24835 0 597524 0 25487 Peter Gielniak Executive, Philanthropy 0 263057 0 36215 0 810 0 55665 0 37291 0 393038 0 0 Jodi Davis Frmr Chief Philanthropy Off. 0 13538 0 226971 0 77352 0 2656 0 2622 0 323139 0 0 Amanda K Martin Trustee & President MPHF 0 215408 0 26800 0 411 0 44319 0 13419 0 300357 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: EXECUTIVE DIRECTOR POSITION EVALUATION AND RESULTING COMPENSATION RANGE IS DETERMINED AS FOLLOWS: A. KNOW HOW B. PROBLEM SOLVING C. ACCOUNTABILITY CHECK RESULTING EVALUATION AGAINST: 1. SALARY SURVEY DATA FOR BENCHMARK JOBS 2. RELATIONSHIP TO LIKE POSITIONS IN OTHER LOCAL SUTTER COMPANIES 3. ANECDOTAL INFO FROM MANAGER (CANDIDATE REQUIREMENTS, ETC.) 4. EXISTING EVALUATIONS OF SUBORDINATES, SUPERVISOR AND PEERS 5. OTHER RELEVANT INFORMATION. SEE SCHEDULE O NARRATIVE PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A JANET WAGNER RECEIVED SEVERANCE PAYMENTS IN THE AMOUNT OF $346,088. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: CERTAIN INDIVIDUALS PAID BY SUTTER HEALTH PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD. AVERAGE AMOUNT OF SPOT AWARDS TEND TO NOT EXCEED 5% TO 15% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP): THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE. X 5 29217 FMV false true false SCHEDULE M, Part I, Column b THE NUMBER ENTERED IN COLUMN B REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. FORM 990, PART I & PART III, LINE 1 MISSION STATEMENT: MISSION: CARING FOR OUR PATIENTS FIRST AND OUR PEOPLE ALWAYS. VISION: TO BE THE MOST COMPREHENSIVE, INTEGRATED AND CONNECTED HEALTH SYSTEM FOR GETTING AND STAYING WELL. VALUES: EXCELLENCE - We deliver high-quality, equitable care and take on the toughest challenges. CURIOSITY - We are constantly learning and creating new ways to advance healthcare. TEAMWORK - We collaborate with humility and solve for ONE Sutter. COMPASSION - We show empathy and understanding in every personal interaction. INCLUSION - We respect our differences and similarities, and cultivate a sense of belonging. INTEGRITY - We earn trust by doing the right thing and delivering on our commitments. FORM 990, PART III, LINE 4 PROGRAM SERVICE ACCOMPLISHMENTS: At Mills-Peninsula Hospital Foundation, our philanthropy team has the unique opportunity to partner with community members and strengthen Sutter's mission to enhance the well-being of people in our community through compassionate healthcare. Funds are raised primarily in support of Mills-Peninsula Health Services, a related 501(c)(3) hospital. These generous community gifts have helped in supporting innovative programs, advanced medical technologies, and research partnership initiatives. While hospital revenue typically covers day-to-day operating expenses, charitable contributions allow the Foundation to make crucial improvements not covered by the hospital's annual budget. This includes the purchase of new equipment, upgrading facilities, and providing key programs. New equipment often means improved outcomes, more efficient diagnoses, and the latest, most technologically advanced treatments and interventions. In 2023, the Foundation provided over $1.9 million in new equipment. Some of the equipment funded this year includes: . Cardiovascular Imaging System . Exam Room Chair with Motorized Lift . Laminar Flow Hood . Spider-Shoulder Holder . Automated Breast Ultrasound Unit . Cardiac Package add-on to SM Revolution CT Scanner . Electroencephalogram Machines . Heater & Cooler Machines (4) . Bioness L300 Go System, Left & Right Thigh Plus . Mizuho Wilson Frame . NuVasive ALIF Retractor System . Patient Recliner Chairs with Fixed Arms . Smart Metal Artifact Reduction for Revolution CT Scanner . Stryker Fluid Smart Fluid Management System . Labor and Delivery Sleeper Sofas and Glider Chairs . Sonopet Ultrasonic Aspirator . Sonosite X Porte Ultrasound . Cardiac Telemetry Monitoring System . Brainlab HIP Image Guided Surgery System The Foundation also provided over $500,000 in program and research funding during 2023. Many programs are designed to meet the primary health needs of our community, many of whom would not receive any care without these programs. Other programs leverage technology to reduce health disparities and ensure more equitable outcomes. Even more programs exist to provide educational scholarships that benefit those on our front lines every day. A few of the programs which received funding in 2023 include: . Mobile Stroke . Cancer Care . Adolescent Mental Health . COVID-19 Services . Health Symptom Check . Women's Health Mammogram Program . Diabetes Research FORM 990, PART V, LINE 2A, PART VII, LINE 1A & PART IX, LINE 7 EMPLOYEE SUPPLEMENTAL INFORMATION: MILLS-PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH RELATED TAX-EXEMPT ENTITIES: SUTTER HEALTH, SUTTER BAY HOSPITALS, AND SUTTER BAY MEDICAL FOUNDATION. FORM 990, PART VI, LINE 6, 7A Classes of Persons and the Nature of Their Rights: SUTTER BAY HOSPITALS IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B Classes of Persons, Decisions Requiring Approval & Type of Voting Rights: SUTTER BAY HOSPITALS IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. Merger, consolidation, reorganization, or dissolution of the Corporation or any subsidiary or affiliate entity; B. Amendment or restatement of the Articles of Incorporation or the Bylaws of the Corporation or any subsidiary or affiliate entity; C. Adoption of operating budgets of the Corporation or any subsidiary or affiliate entity, including consolidated or combined budgets of the Corporation and all subsidiary organizations of the Corporation; D. Adoption of capital budgets of the Corporation or any subsidiary or affiliate entity; E. Aggregate operating or capital expenditures that either exceed previously approved operating or capital budgets, or are unbudgeted, if the amount in excess or the unbudgeted expenditure is higher than the signature authority of the President of the General Member; F. Long-term or material agreements of the Corporation or any subsidiary or affiliate entity including, but not limited to, borrowings, equity financings, capitalized leases and installment contracts; and purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge, or encumbrance of any asset, real or personal, with a fair market value in excess of the signature authority of the President of the General Member; G. Appointment of an independent auditor by the Corporation or any subsidiary or affiliate entity; H. The hiring of independent counsel by the Corporation or any subsidiary or affiliate entity, unless at least two-thirds (2/3) of the Board in office on the day of a vote determine that a material conflict of interest exists between the Corporation and the General Member and, therefore, the Board must engage independent counsel to assist in exercising the Board's fiduciary duties. To preserve the independence of counsel retained pursuant to this provision, the General Member shall not claim that any communication between such independent counsel and any person acting on behalf of the Corporation, even if that person is also an employee, officer or agent of the General Member, constitutes a waiver of the attorney-client privilege or work-product protection; I. The creation or acquisition of any subsidiary or affiliate entity, as that term is defined in California Corporations Code Section 150; J. Contracting with any third party for all or substantially all of the management of the assets or operations of the Corporation or any subsidiary or affiliate entity; K. Approval of business plans to develop major programs and clinical services of the Corporation or any subsidiary or affiliate entity. Major new programs and clinical services shall include, but not be limited to: (i) any new programs or services that require approval and/or additional licensure from any regulatory agency, or (ii) any other programs or services the General Member deems major; L. Approval of strategic plans of the Corporation or any subsidiary or affiliate entity; M. Adoption of quality improvement policies not in conformity with policies established by the General Member; N. Any self-dealing transaction between a Trustee of the Corporation and the Corporation or a subsidiary of the Corporation; or O. Rehiring, contracting with, or otherwise compensating a Sutter Health Executive, or any officer or member of management of the Corporation, its General Member, or any subsidiary or affiliate entity after their employment has ended. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, AND THE AFFILIATE BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS, OFFICERS AND KEY EMPLOYEES. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINE 15A PROCESS FOR DETERMINING TOP MANAGEMENT OFFICIAL COMPENSATION: THE COMPENSATION FOR THE POSITION OF THE TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE REVIEW OF PEER EQUITY DATA AND APPLICABLE NATIONAL MARKET SALARY SURVEY DATA REGRESSED TO ENTITY OPERATING REVENUE SIZE TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. THE COMPENSATION COMMITTEE OF SUTTER HEALTH ANNUALLY REVIEWS AND APPROVES COMPENSATION, AND SUCH APPROVAL IS RECORDED IN THE MINUTES OF SUTTER HEALTH. THE 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN MAY 2023. FORM 990, PART VI, LINE 15B PROCESS FOR DETERMINING OTHER OFFICERS OR KEY EMPLOYEE COMPENSATION: FOR SUTTER HEALTH EMPLOYEES THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE INDEPENDENT DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. CONVERSELY, BECAUSE UNDERLYING COMPENSATION STRUCTURE IN THE SAN FRANCISCO BAY AREA IS HIGHER THAN NATIONAL DATA, REGIONAL PAY ADJUSTMENTS MAY BE MADE. COMPENSATION FOR OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE 2023 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN MAY 2023. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY, & FINANCIAL STATEMENTS: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: BOARD MEMBERS OF THE ORGANIZATION WHO RECEIVED COMPENSATION WERE PAID FOR OTHER SERVICES PROVIDED TO RELATED ENTITIES. THEY RECEIVED NO COMPENSATION FOR THEIR SERVICE AS A BOARD MEMBER OF THIS ORGANIZATION. COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILING ORGANIZATION. FORM 990, PART XI, LINE 9 Other Changes in Fund Balance: ANNUITY TRUE-UP ($215,341) CHANGE IN SPLIT INTEREST $2,189 PRESENT VALUE ALLOWANCE ($427,586) ---------- TOTAL ($640,738) CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER BH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER HEALTH 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12c-III-FI N/A false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 800 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C-III-FI SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTH CARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTH CARE CA 501(C)(3) 10 SUTTER HLTH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12a-I SUTTER VH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12a-I Sutter VH true SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(c)(4) N/A SUTTER HLTH true Sansum Clinic c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 956419205 Healthcare CA 501(c)(3) 3 Sutter Hlth true Surg Ctr of ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 PATIENT CARE CA N/A CA PACIFIC ADV IMAG PO BOX 6102 NOVATO CA 94948 562311840 PATIENT CARE CA N/A SF Endoscopy Center C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 912160588 PATIENT CARE CA N/A SUT FAIRFIELD SURG C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 300233892 PATIENT CARE CA N/A SUT AMADOR SURG CT C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461398093 PATIENT CARE CA N/A ROSEVILLE ENDOSCOPY C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 870710513 PATIENT CARE CA N/A MEMORIAL MED BLDG 1800 COFFEE Rd 76 MODESTO CA 95355 770234236 OFFICE RENTAL CA N/A MAGNETIC IMAGING AF 2125 OAK GROVE RD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA N/A ASC OPTRS-SNTA ROSA C/O SH TX 2200 RIVER PLAZA SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA N/A Divisadero Holdings C/O SH Tax 2200 River Plaza Dr Sacramento CA 95833 320621050 CARE MANAGEMENT CA N/A PENINSULA ENDOSCOPY c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 271905059 PATIENT CARE CA N/A S Placer Surg Ctr 8 Medical Plaza Roseville CA 95661 421540694 Patient Care CA N/A Sac Surg Ctr Assoc 1800 Tribute Rd Sacramento CA 95815 680516588 Patient Care CA N/A Fort Sut Surg Ctr 2801 K ST SACRAMENTO CA 95816 680116391 Patient Care CA N/A Sutter Alhambra Surg 1201 Alhambra SACRAMENTO CA 95816 631221949 Patient Care CA N/A Auburn Surg Ctr 148 Maple St Auburn CA 95603 364123623 Patient Care CA N/A ASC Operators LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 208970704 CARE MANAGEMENT CA N/A DE SHAW ALP PLUS 1166 AVE AMERICAS New York NY 10036 832024364 Investment DE N/A ICG CR OPP FUND 1A 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 825045573 Investment DE N/A ICG CR OPP FUND 2A 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 852303976 Investment DE N/A MAKENA RE II 2755 Sand Hill Menlo Park CA 94025 981298071 Investment CJ N/A DE SHAW ALL CTRY 1166 AVE AMERICAS New York NY 10036 832024364 Investment DE N/A DE SHAW ALP PLUS 1166 AVE AMERICAS New York NY 10036 882890454 Investment DE N/A ICG SPEC OPP FND I 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 863196460 Investment DE N/A Makena Strat Opp SH 2755 SAND HILL RD MENLO PK CA 94025 844965838 Investment CA N/A ASC OPTRS - SLO LLC 2200 RIVER PL DR Sacramento CA 95833 272673776 CARE MANAGEMENT CA N/A TAP CMDITYBLDR FUND 257 PARK AVENUE SOUTH SUITE 7 New York NY 10010 274871720 Investment NY N/A CHARITABLE REMAINDER TRUSTS-9 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 CRT CA MPHF NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ N/A C CORP true SUTTER HEALTH DEFERRED COMP PLANs' trust 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA N/A TRUST true Health Ventures Inc 3012 SUMMIT ST 3RD FLR Oakland CA 94609 942918780 Health Serv. CA N/A C Corp true Wilsop Segregated Portfolio 1 PO box 10008 Willow House Cricket Sq grand cayman CJ KY1-10001 INVESTMENT CJ N/A c corp true Wilsop Segregated Portfolio 2 PO box 10008 Willow House Cricket Sq grand cayman CJ KY1-10001 INVESTMENT CJ N/A c corp true AQR REAL RETURN OFFSHORE FUND LP 89 NEXUS WAY CAMANA BAY GRAND CAYMAN CJ KY1-9009 980700570 Investment CJ N/A C Corp true BRIGADE LEVERAGED CAPITAL STRUCTURE OFFS ONE NEXUS WAY CAMANA BAY GRAND CAYMAN CJ KY1-9005 981020330 Investment CJ N/A C Corp true AQR MULTI-STRATEGY FUND XXIII LP ONE GREENWICH PLAZA STE 130 Greenwich CT 06830 981716386 Investment CJ N/A C Corp true false true false false false false false false false false false true false false true true true false false Sutter Bay Hospitals Q 1593512 FMV Sutter Bay Hospitals B 2442064 FMV Sutter Bay Hospitals L 2833533 FMV