2024-11-14T17:36:59-06:00 2023-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2023-01-01 956419205 SANSUM CLINIC % KENNETH YOUNG SANS 9162866665 C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 RAJU IYER CFO 9162866665 2024-11-05 true true EVA NITTA P01286320 4158948000 2024-10-27 2023 2024-10-15 13:58:12Z X TODD SMITH MD SAME AS C ABOVE SACRAMENTO CA 95833 387328656 false X WWW.SUTTERHEALTH.ORG X 1921 CA SEE SCHEDULE O 14 11 1537 63 0 0 9404731 10373035 341714073 350874516 213199 563631 6596915 25377687 357928918 387188869 0 0 0 0 105265865 100907755 0 0 486704 267048392 289536027 372314257 390443782 -14385339 -3254913 205934220 225841085 151006889 90313491 54927331 135527594 X SEE SCHEDULE O false false 326814781 0 351547623 SEE SCHEDULE O 326814781 true true false false false false false false false true true false false true true true false true false false false false false false false false false false false true false false false true false true false false true false false false false true true false false false true 267 0 true 1537 true false false false false false false false false false false false false X 14 11 false false true false true true true true true false false true true true true true true true true true true CA X KENNETH YOUNG 9162866665 2300 RIVER PLAZA DR SACRAMENTO CA 95833 X Dominic Nakis SH Interim CFO 2.0 40.0 X 0 1353843 0 Todd Smith MD SVP, Chief Physician Exec/Pres 4.0 40.0 X X 0 1112469 108041 Mark Sevco SVP, COO / Asst. Sec. 4.0 40.0 X X 0 1149784 17195 Gregory Brown SH VP, Legal Trans./ Sec. 2.0 40.0 X 0 483169 65978 Chad Hine COO AND VICE PRESIDENT 40.0 0.0 X 494794 0 42899 Jill Kacher Cobb MD Chief Medical Executive 2.0 40.0 X 0 431523 102146 Kurt Ransohoff CEO, MEDICAL DIRECTOR 40.0 0.0 X 464192 0 0 Sean Johnson VP CHIEF INFORMATION OFFICER 40.0 0.0 X 360419 0 42759 Matthew Baumann VICE PRESIDENT 40.0 0.0 X 377112 0 19500 Alex Bauer CFO AND VICE PRESIDENT 40.0 0.0 X 383217 0 9900 Marjorie Newman MEDICAL DIRECTOR 40.0 0.0 X 360111 0 16500 Karen Handy VICE PRESIDENT - OPERATIONS 40.0 0.0 X 358214 0 17202 Daniel Weigel VP - HUMAN RESOURCES 40.0 0.0 X 279955 0 22589 Louis Giambeluca VICE PRESIDENT - E H R 40.0 0.0 X 245558 0 36331 Paulette Davis DIRECTOR DATA SCIENCE 40.0 0.0 X 215065 0 38929 Lindsay Cortina VP STRATEGIC INITIATIVES 40.0 0.0 X 212237 0 36517 Stephanie Daughters DIRECTOR PHARMACY 40.0 0.0 X 206335 0 36847 Clarence Thompson DIRECTOR RADIATION ONCOLOGY 40.0 0.0 X 202809 0 32629 Tracy Kern VP FINANCE, CONTROLLER 40.0 0.0 X 200908 0 11059 Estella Wu Manger Oncology Pharmacy 40.0 0.0 X 208126 0 0 Michael Bernstein MD PHYSICIAN TRUSTEE 1.0 0.0 X 0 0 0 Thomas Briody Director 2.0 2.0 X 0 0 0 William Brunetti Director 2.0 2.0 X 0 0 0 Nathalie Coeller MD Director 2.0 2.0 X 0 0 0 Bret E Davis MD PHYSICIAN TRUSTEE 1.0 0.0 X 0 0 0 Theodore Diekel DIR/Chair Finance & Planning 4.0 4.0 X X 0 0 0 Eric Flowers Director/Chair 4.0 4.0 X X 0 0 0 Janet A Garufis TRUSTEE 1.0 0.0 X 0 0 0 Christine Garvey VICE CHAIRMAN 1.0 0.0 X X 0 0 0 Steven Hao MD Director 2.0 2.0 X 0 0 0 Vicki Hazard TRUSTEE 1.0 0.0 X 0 0 0 Stephen Jones VICE CHAIRMAN 1.0 0.0 X X 0 0 0 Ron Latimer MD TRUSTEE 1.0 0.0 X 0 0 0 Juli Maxworthy Director 2.0 2.0 X 0 0 0 Marty McDermut TRUSTEE 1.0 0.0 X 0 0 0 James McNamara MD TRUSTEE 1.0 0.0 X 0 0 0 William Meeker TRUSTEE 1.0 0.0 X 0 0 0 Art Merovick TRUSTEE 1.0 0.0 X 0 0 0 Val Montgomery TRUSTEE 1.0 0.0 X 0 0 0 Yumi Nakagawa Director 2.0 2.0 X 0 0 0 Umesh Padval Director 2.0 2.0 X 0 0 0 David A Raphael MD PHYSICIAN TRUSTEE 1.0 0.0 X 0 0 0 Yvonne Richardson Director 2.0 2.0 X 0 0 0 George Rusznak TRUSTEE 1.0 0.0 X 0 0 0 John Ryan Director 2.0 2.0 X 0 0 0 Arnold R Schaffer CHAIR Of Board of Trustees 1.0 0.0 X X 0 0 0 George Short TRUSTEE 1.0 0.0 X 0 0 0 Ron Sinha MD Director 2.0 2.0 X 0 0 0 Jane Varner MD Director 2.0 2.0 X 0 0 0 4569052 4530788 657021 176 false true false Sansum Santa Barbara Medical Clinic PO Box 1200 SANTA BARBARA CA 93105 Professional SRVCS 121646499 Santa Barbara Radiology Medical Gro 320 W Pueblo St SANTA BARBARA CA 93105 Radiology Services 4231809 Radiation Center Medical Group 300 W Pueblo St SANTA BARBARA CA 93105 Radiology Services 3957430 ECG Management Consultants PO Box 74008176 CHICAGO IL 60674 Professional SRVCS 3511137 R1 RCM Inc Intermedix Office Based PO Box 7347 CHICAGO IL 60673 Professional SRVCS 5042476 80 5000000 5373035 566787 10373035 PATIENT SERVICE REVENUE 621110 350065535 350065535 COTTAGE HOSPITALISTS ACO 621110 808981 808981 350874516 563631 563631 0 0 632576 139787 492789 0 492789 492789 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 GRANT REVENUE 900099 3469608 3469608 SUPPLY REBATES 621110 4164871 4164871 ADMINISTRATIVE FEES 621100 1763339 1763339 15487080 673107 14813973 24884898 387188869 351547623 25268211 X 0 0 0 0 1541860 1541860 0 76787825 62068443 14578389 140993 1607842 1274054 330894 2894 15342088 12157070 3157402 27616 5628140 4459738 1158271 10131 0 4685483 4685483 41670 41670 0 0 0 131161530 103932397 26993042 236091 268025 212383 55160 482 7207329 5711088 1483268 12973 5655710 4481585 1163945 10180 0 10767245 8642732 2104880 19633 72031 57077 14824 130 0 135260 107180 27837 243 2520199 2520199 0 8688577 6884829 1788109 15639 1848298 1460155 388143 PHARMACEUTICAL SUPPLIES 53657969 53657969 0 0 ONCOLOGY SUPPLIES 45794335 45794335 0 0 MEDICAL SUPPLIES 11644023 11644023 0 0 MAINTENANCE AND REPAID 5388343 4269723 1108921 9699 390443782 326814781 63142297 486704 20771614 0 5453131 36248538 26377 6934430 41039742 34246772 0 0 0 0 4926180 0 4912509 5503148 3163098 3643470 194070794 88683540 64325385 105387254 9553533 1669116 750334 750334 0 0 0 0 51012317 31458023 205934220 225841085 39794782 62931074 0 0 0 0 0 0 0 0 0 0 39179682 0 0 0 72032425 27382417 151006889 90313491 X 50481598 130662073 4445733 4865521 54927331 135527594 205934220 225841085 X -3254913 13633 83841543 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 10773711 229440 1014822 12017973 12756519 83667 -2066475 10773711 11460157 6250 1290112 12756519 10103261 26547 1330349 11460157 8595676 83699 1423886 10103261 0.86110 0.13890 0.00000 false false 31373057 31373057 61376350 18550848 42825502 26788493 16885023 9903470 62765272 53247669 9517603 11767622 0 11767622 105387254 OTHER RECEIVABLES 1543822 OTHER NONCURRENT ASSETS 29386470 OTHER CURRENT ASSETS 527731 31458023 0 INSURANCE LIABILITIES 2942000 OTHER LIABILITIES 24440417 27382417 X PART V, LINE 4 THE CLINIC'S ENDOWMENT INCLUDES DONORRESTRICTED ENDOWMENT FUNDS AND FUNDS DESIGNATED BY THE BOARD OF TRUSTEES TO FUNCTION AS ENDOWMENTS. PART X, LINE 2 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. X true true X X false true false false false false false true false Dominic Nakis SH Interim CFO 0 1353843 0 0 0 0 0 0 0 0 0 1353843 0 0 Todd Smith MD SVP, Chief Physician Exec/Pres 0 682684 0 261289 0 168496 0 63864 0 44177 0 1220510 0 144077 Mark Sevco SVP, COO / Asst. Sec. 0 804604 0 330000 0 15180 0 3864 0 13331 0 1166979 0 0 Gregory Brown SH VP, Legal Trans./ Sec. 0 327856 0 113772 0 41541 0 33864 0 32114 0 549147 0 34655 Jill Kacher Cobb MD Chief Medical Executive 0 323587 0 47926 0 60010 0 67644 0 34502 0 533669 0 0 Chad Hine COO AND VICE PRESIDENT 494794 0 0 0 0 0 16500 0 26399 0 537693 0 0 0 Kurt Ransohoff CEO, MEDICAL DIRECTOR 459092 0 0 0 5100 0 0 0 0 0 464192 0 0 0 Sean Johnson VP CHIEF INFORMATION OFFICER 299420 0 60999 0 0 0 16360 0 26399 0 403178 0 0 0 Matthew Baumann VICE PRESIDENT 377112 0 0 0 0 0 0 0 19500 0 396612 0 0 0 Alex Bauer CFO AND VICE PRESIDENT 383217 0 0 0 0 0 9900 0 0 0 393117 0 0 0 Marjorie Newman MEDICAL DIRECTOR 360111 0 0 0 0 0 16500 0 0 0 376611 0 0 0 Karen Handy VICE PRESIDENT - OPERATIONS 358214 0 0 0 0 0 9900 0 7302 0 375416 0 0 0 Daniel Weigel VP - HUMAN RESOURCES 279955 0 0 0 0 0 5705 0 16884 0 302544 0 0 0 Louis Giambeluca VICE PRESIDENT - E H R 205971 0 39587 0 0 0 7440 0 28891 0 281889 0 0 0 Paulette Davis DIRECTOR DATA SCIENCE 177893 0 37172 0 0 0 10038 0 28891 0 253994 0 0 0 Lindsay Cortina VP STRATEGIC INITIATIVES 212237 0 0 0 0 0 10118 0 26399 0 248754 0 0 0 Stephanie Daughters DIRECTOR PHARMACY 206335 0 0 0 0 0 10448 0 26399 0 243182 0 0 0 Clarence Thompson DIRECTOR RADIATION ONCOLOGY 202809 0 0 0 0 0 6230 0 26399 0 235438 0 0 0 Tracy Kern VP FINANCE, CONTROLLER 200908 0 0 0 0 0 4018 0 7041 0 211967 0 0 0 Estella Wu Manger Oncology Pharmacy 208126 0 0 0 0 0 0 0 0 0 208126 0 0 0 SCHEDULE J, PART I, LINE 1A KURT RANSOHOFF MD/CEO SUBMITS AN EXPENSE REPORT THAT DOCUMENTS PERSONAL USE WHICH IS INCLUDED IN HIS W-2 COMPENSATION. SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: 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. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4B 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 and social security benefits. 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 plan 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 457f) 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 a long term performance plan which is 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 by the compensation committee prior to payment. Matt Baumann KEY EMPLOYEE SAL LOAN 5-2023 X 500000 500000 false true true 500000 SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 1558158 INDPNDT CONTRACTOR ARRANGEMENT false SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 121646499 INDPNDT CONTRACTOR ARRANGEMENT false X 7 566787 FMV 0 false true false PART I, COLUMN (B) THE NUMBERS REPORTED IN PART I, COLUMN (B) REPRESENT THE NUMBER OF DONORS. FORM 990, PART I, LINE 1 AND 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 4A IN FURTHERANCE OF ITS CHARITABLE PURPOSE, THE CLINIC PROVIDES MEDICAL CARE WITHOUT CHARGE OR AT REDUCED CHARGE TO RESIDENTS OF THE COMMUNITY, PRIMARILY THROUGH: (A) SERVICES PROVIDED AT NO CHARGE TO THE UNINSURED; (B) THE DIFFERENCE BETWEEN PUBLIC PROGRAM PAYMENTS (PRIMARILY MEDICAL) AND THE RELATED COSTS OF PROVIDING SUCH SERVICES; AND (C) THE SERVICES PROVIDED TO PATIENTS EXPRESSING A WILLINGNESS TO PAY BUT WHO ARE UNABLE DUE TO SOCIO-ECONOMIC FACTORS. ADDITIONAL ACTIVITIES UNDERTAKEN TO BENEFIT THE COMMUNITY AND TO FULFILL ITS MISSION OF PROVIDING HIGH QUALITY HEALTHCARE TO EVERY PATIENT IN AN ENVIRONMENT THAT FOSTERS CARING AND COMPASSION AND PROMOTES EDUCATION AND RESEARCH INCLUDE THE FOLLOWING: - PROVIDING FREE EYE EXAMINATIONS THROUGH SEE INTERNATIONAL TO CHILDREN WHO COULD NOT OTHERWISE AFFORD THEM. - PROVIDING MORE THAN 300 HEALTH EDUCATION CLASSES (E.G. ASTHMA, BACK AND NECK CARE, CHOLESTEROL, DIABETES, HEALTHY AGING, JOINT REPLACEMENT, STRESS, WEIGHT MANAGEMENT FOR CHILDREN AND ADULTS) THAT ARE OFFERED EACH YEAR. THE CLASSES ARE OPEN TO THE COMMUNITY, ARE OFFERED FOR FREE OR AT A NOMINAL FEE AND ARE AVAILABLE THROUGHOUT THE COUNTY. - LEADING CAMP WHEEZ AND PROVIDING PHYSICIANS AND SUPPORT STAFF FOR THIS WEEKLONG SUMMER CAMP FOR CHILDREN LIVING WITH ASTHMA. - COLLABORATING WITH SANTA BARBARA NEIGHBORHOOD CLINICS TO PROVIDE DIAGNOSTIC CARE AND SPECIALTY MEDICAL SERVICES TO RESIDENTS WHO COULD OTHERWISE NOT AFFORD THESE TESTS. - PROVIDING RELIABLE HEALTH AND RESOURCE INFORMATION FREE OF CHARGE TO ANY COMMUNITY MEMBER, PATIENTS AND NON-PATIENTS ALIKE, THROUGH OUR HEALTH RESOURCE CENTER. - PARTICIPATING IN A VARIETY OF RESEARCH PROJECT WITH PARTNERS SUCH AS UCLA, THE RAND CORPORATION AND SEVERAL PHARMACEUTICAL COMPANIES. - PARTICIPATING IN OVER A DOZEN ANNUAL HEALTH FAIRS AND FREE HEALTH SCREENING EVENTS. On October 2, 2023 Sansum Clinic joined the not-for-profit Sutter Health system to expand access to high-quality healthcare. This alliance will reinforce Sansum's healthcare infrastructure and allow continued investment in its not-for-profit, ambulatory, and multi-specialty care model. It will enable continued growth to serve the community for decades to come while providing an opportunity for Sutter to serve the Central Coast and benefit from Sansum's expertise and partnership with local leadership and the community. Sutter Health is an integrated health system of associated clinicians, employees and volunteers support who more than 3 million patients in diverse communities across two dozen counties. Headquartered in Northern California, Sutter provides access to high quality, affordable care through its hospitals, medical foundations, ambulatory surgery centers, urgent and walk-in care centers, telehealth, home health and hospice services. Most members of Sansum Clinic's former Board of Trustees have transitioned onto the Sutter Health Greater Central Coast Advisory Board. This board strives to be representative of the communities the central coast area and will provide regular advice and counsel on issues related to strategic development, patient access and experience, programmatic development, philanthropic priorities, physician and staff recruitment and other topics important to the Clinic's successful operation. FORM 990, PART VI, Section A, Line 4 The following bylaw changes were made on October 2, 2023 when Sansum became affiliated with Sutter Health: . Addition of a sole not-for-profit owner as a general member. . Board of directors shall consist of between nine (9) and nineteen (19) directors whereas previously it consisted of between fifteen (15) and thirty-one (31) trustees. . Composition of the board shall consist of: Chief Operating Officer of the General member, up to two individuals designated by the President and CEO of the General member or three if there isn't anyone with the title Chief Operating officer, between two and six physician directors, and between six and ten individuals from the community. The number of physician directors shall not exceed 330% and the number of interested directors shall not exceed 49%. . Previous board composition was at least 80% of the trustees shall be financial unrelated to the physicians engaged in the treatment of patients for the corporation and not more than 20% of the trustees may be physicians as members of the medical staff. The public trustees were nominated by the nominating committee of the board of trustees. . The officers of the Corporation shall be: a Chair, a Chair of the Finance and Planning Committee, a President of the Corporation, a Chief Financial Officer of the Corporation, a Corporate Secretary and any Assistant Secretary(ies). Offices may be held by the same person except that neither the Chair of the Finance and Planning Committee, the Chief Financial Officer nor the Corporate Secretary may serve concurrently as the Chair or as the President of the Corporation. The President of the Corporation, the Chief Financial Officer of the Corporation, and all key members of management of the Corporation shall be employees of the General Member, as determined by the President and CEO of the General Member. . The previous officer roles were: Chairperson, One (1) or more Vice Chairpersons (the number thereof to be determined by the Board of Trustees), a Chief Executive Officer ("CEO") , a President, a Chief Medical Officer ("CMO") who shall be a physician licensed to practice medicine in the State of California, a Chief Operations Officer ("COO"), a Chief Financial Officer ("CFO"), and a Secretary. FORM 990, PART VI, LINES 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER 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 HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS 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 ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS 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 A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. The hiring of independent counsel by the Corporation or any Affiliated 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; I. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; J. CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION ORANY SUBSIDIARY OR AFFILIATE ENTITY; K. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; L. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; M. ADOPTION OF QUALITY ASSURANCE POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; N. ANY TRANSACTION BETWEEN THE CORPORATION, A SUBSIDIARY OR AFFILIATE AND A DIRECTOR OF THE CORPORATION OR AN AFFILIATE OF SUCH DIRECTOR; O: Rehiring, contracting with, or otherwise compensating a Sutter Health Executive, or any officer or member of management of the Corporation or any Affiliated Entity after their employment has ended. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY (BY A VOTE OF NOT LESS THAN TWO-THIRDS (2/3) OF ITS BOARD), TO DECLARE A MAJOR ACTIVITY REQUIRING APPROVAL. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/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, THE AFFILIATE, AND THE CFO 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 15 PROCESS FOR DETERMINING COMPENSATION: 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). THIS ANALYSIS INCLUDES NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH, ADJUSTED TO THE CALIFORNIA MARKET. THIS METHOD IS MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO AN ANNUAL REVIEW BY THE COMPENSATION COMMITTEE OR A DELEGATED SUB-COMMITTEE.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: The following board members of the organization are full-time employees (40 hours per week) of Sutter Health and their Sutter Health salaries are reported herein. These individuals receive no compensation for their service as board members of this organization. Mark Sevco Todd Smith, MD 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 NET ASSETS OR FUND BALANCES: EQUITY TRANSFERS (NET) $83,841,543 --------------- TOTAL: $83,841,543 FORM 990 PART IX LINE 11G DESCRIPTION:OUTSIDE PROFESSIONAL SVCS TOTAL FEES:XXX-XX-XXXX 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 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 MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 SUTTER BH 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 BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH 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 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 DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12C III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH 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 SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 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 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 VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTHCARE CA 501(C)(3) 10 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 SURGERY CENTER OF ALTA BATES SMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 PATIENT CARE CA NA CALIFORNIA PACIFIC ADV IMAGING LLC PO BOX 6102 NOVATO CA 94598 562311840 PATIENT CARE DE NA SAN FRANCISCO ENDOSCOPY CENTER 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 912160588 PATIENT CARE CA NA SUTTER FAIRFIELD SURGERY CENTER LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 300233892 PATIENT CARE CA NA SUTTER AMADOR SURGERY CENTER LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 461398093 PATIENT CARE CA NA ROSEVILLE ENDOSCOPY CENTER 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 870710513 PATIENT CARE CA NA MEMORIAL MEDICAL BUILDING 1800 COFFEE RD 76 MODESTO CA 95355 770234236 OFFICE RENTAL CA NA MAGNETIC IMAGING AFFILIATES LLC 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA NA ASC OPERATORS - SANTA ROSA LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA NA ICG CREDIT OPP FUND LP 11111 SANTA MONICA BLVD STE 2100 LOS ANGELES CA 90025 814220441 INVESTMENTS DE NA DIVISADERO HOLDINGS LLC 1635 DIVISADERO SAN FRANCISCO CA 94115 320621050 Outpatient SURG CA NA PENINSULA ENDOSCOPY 1720 El Camino Real Suite 100 Burlingame CA 94010 271905059 PATIENT CARE CA NA South Placer Surgery Center 8 Medical Plaza Drive Suite 100 Roseville CA 95661 421540694 patient care CA NA Sacramento Surgery Center Associates LP 1800 Tribute Road Suite 100 SACRAMENTO CA 95815 680516588 patient care CA NA FORT SUT SURG CTR 2801 K STREET SACRAMENTO CA 95816 680116391 patient care CA NA SUT ALHAMBRA SURG 1201 Alhambra Blvd Suite 110 SACRAMENTO CA 95816 631221949 patient care CA NA AUBURN SURG CTR 148 Maple Street Suite F Auburn CA 95603 364123623 patient care CA NA ASC Operators LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 208970704 care management CA NA D E SHAW ALL COUNTRY GLOBAL ALPHA PLUS 1166 AVENUE OF THE AMERICAS - 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