2024-11-14T16:30:36-06:00 2023-12-31 135565207 KPMG LLP MISSION TOWERS I 3975 FREEDOM CIRCLE DR SANTA CLARA CA 95054 990 2023-01-01 680360801 JOHN MUIR PHYSICIAN NETWORK JOHN 9259393000 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 TIMOTHY MAURICE CFO 9259393000 2024-11-11 1 0 CAREY MCKEE P01281067 4083675764 2024-11-11 2023 2024-10-15 13:58:12Z MICHAEL S THOMAS 1400 TREAT BLVD WALNUT CREEK CA 94597 582043623 0 X WWW.JOHNMUIRHEALTH.COM X 1995 CA TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE WITH QUALITY AND COMPASSION. 16 15 1134 0 0 0 89184948 120063641 483583773 461507970 -42953 460040 0 0 572725768 582031651 3755372 1306752 0 0 100684978 112413818 0 0 0 484156218 485050090 588596568 598770660 -15870800 -16739009 205132147 185336528 124633106 121576496 80499041 63760032 X TO ESTABLISH, OPERATE AND MAINTAIN MULTI-SPECIALTY MEDICAL CLINICS FOR THE PROVISION OF HEALTHCARE SERVICES. ENGAGE IN, SPONSOR AND PROMOTE CHARITABLE HEALTHCARE, EDUCATIONAL AND MEDICAL RESEARCH ACTIVITIES AND PROVIDE HEALTH PLAN SERVICES AND PHYSICIAN 0 0 389030541 1306752 330912587 CLINIC OPERATIONS:THE CLINIC OPERATIONS DIVISION PROVIDES PRIMARY CARE AND URGENT CARE SERVICES TO OVER 500,000 PATIENTS AT MORE THAN 105 CENTERS THROUGHOUT THE SERVICE AREA. THE PHYSICIAN NETWORK'S PRIMARY CARE AND URGENT CARE CENTERS ARE STAFFED BY APPROXIMATELY 417 PRIMARY CARE PHYSICIANS (FAMILY PRACTICE, INTERNAL MEDICINE AND PEDIATRICS) AFFILIATED WITH JOHN MUIR MEDICAL GROUP, INC., A CALIFORNIA PROFESSIONAL CORPORATION.IN ADDITION TO THE FOREGOING, THE CLINIC OPERATIONS DIVISION OPERATES THE PHYSICIAN NETWORK'S OSTEOPOROSIS CENTER AND HOSPITALIST PROGRAM. THE NETWORK ALSO HAS SPECIALTY PHYSICIANS IN CARDIOLOGY, COLORECTAL CANCER, RHEUMATOLOGY, OBSTETRICS, ONCOLOGY, GENERAL SURGERY, GASTROENTEROLOGY AND UROLOGY.THE JOHN MUIR PHYSICIAN NETWORK RECEIVED ELITE STATUS FROM CALIFORNIA ASSOCIATION OF PHYSICIAN GROUPS (CAPG) FOR THE THIRTEENTH CONSECUTIVE YEAR BASED UPON HOW WELL-EQUIPPED AND ORGANIZED THE NETWORK IS TO DELIVER A HIGH-QUALITY PATIENT EXPERIENCE, COORDINATE CARE AND PROVIDE FOR POPULATION HEALTH PROGRAMS, WHILE AT THE SAME TIME IMPROVING THE OVERALL AFFORDABILITY OF HEALTH CARE SERVICES. THE JOHN MUIR HEALTH PHYSICIAN NETWORK ALSO RECEIVED INTEGRATED HEALTHCARE ASSOCIATION'S EXCELLENCE IN HEALTHCARE AWARD (CALIFORNIA'S TOP HONOR FOR PROVIDER ORGANIZATIONS) FOR STRONG RESULTS IN CLINICAL QUALITY, PATIENT EXPERIENCE AND TOTAL COST OF CARE. 107336544 0 129329660 MANAGED CARE DIVISION:THE JOHN MUIR PHYSICIAN NETWORK, A CALIFORNIA MEDICAL FOUNDATION, IS DELEGATED BY HMO HEALTH PLANS TO PROVIDE THE ADMINISTRATIVE AND MANAGEMENT SERVICES FOR HEALTH PLAN MEMBERS. THE MANAGED CARE DIVISION CONDUCTS MEDICAL MANAGEMENT, CLAIMS PROCESSING, ELIGIBILITY, PROVIDER CREDENTIALING, AUTHORIZATIONS, UTILIZATION MANAGEMENT AND QUALITY IMPROVEMENT. AS PART OF ITS OPERATIONS, JOHN MUIR PHYSICIAN NETWORK OPERATES A MEDICARE ACCOUNTABLE ORGANIZATION, WHICH BRINGS TOGETHER GROUPS OF PROVIDERS WHO AGREE TO COORDINATE CARE FOR MEDICARE FEE-FOR-SERVICE BENEFICIARIES AND BE ACCOUNTABLE FOR THE QUALITY AND COST OF THEIR CARE (THROUGH A SYSTEM OF QUALITY METRICS AND SHARED SAVINGS). 76180 0 1265723 CLINICAL RESEARCH DIVISION:JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER IS A TOP RATED AND HIGHLY REPUTABLE CLINICAL RESEARCH SITE IN OUR REGION. THE CLINICAL RESEARCH CENTER HAS COMPLETED OVER 450 CLINICAL TRIALS SPONSORED BY THE PHARMACEUTICAL AND BIOTECHNOLOGICAL INDUSTRY. JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER FOCUSES ON PHASE II, III AND IV CLINICAL TRIALS. WE PROVIDE RAPID ENROLLMENT, HIGH DATA INTEGRITY, AS WELL AS COMPASSIONATE AND QUALITY CARE TO OUR RESEARCH SUBJECTS. OUR RESEARCH MEDICAL DIRECTOR IS BOARD-CERTIFIED IN ENDOCRINOLOGY AND INTERNAL MEDICINE. 0 496443265 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 0 1 611 0 1 1134 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 16 15 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 CA X X JEFFREY SMITH 9259393000 1400 TREAT BLVD WALNUT CREEK CA 94597 JAY HARRIS CHAIRMAN 5.00 10.00 X X 0 0 0 ROGER BAILEY VICE CHAIRMAN 5.00 10.00 X X 0 18750 0 JOHN SAYRES SECRETARY & TREASURER 5.00 10.00 X X 0 18750 0 KATHLEEN ODNE DIRECTOR 5.00 10.00 X 0 18750 0 LAUREN MARKSTEIN DIRECTOR 5.00 10.00 X 0 18750 0 JACK THOMPSON DIRECTOR 5.00 10.00 X 0 0 0 ANNE GRODIN DIRECTOR 5.00 10.00 X 0 18750 0 PETER WILSON DIRECTOR 5.00 10.00 X 0 18750 0 FATIMA ANGELES DIRECTOR 5.00 10.00 X 0 18750 0 VIVIAN WING MD DIRECTOR 5.00 10.00 X 0 18750 0 CHINNAVUTH DE MONTEIRO MD DIRECTOR 5.00 10.00 X 0 18750 0 RAVI HUNDAL MD DIRECTOR 5.00 10.00 X 0 18750 0 CAROLYN LACEY MD DIRECTOR 5.00 10.00 X 0 18750 0 MARK MUSCO MD DIRECTOR 5.00 10.00 X 0 18750 0 JOHANNES JOE PETERS MD DIRECTOR 5.00 10.00 X 0 18750 0 MICHAEL S THOMAS PRESIDENT/CEO 5.00 70.00 X X 0 1725770 866087 CHRISTIAN PASS SENIOR VP/CFO (THRU 2/10/23) 5.00 70.00 X 0 375567 11880 MELINDA ESTEP SENIOR VP/CFO (AS OF 8/14/23) 5.00 70.00 X 0 321729 66458 MAUREEN STEVENSON MD SENIOR VP 60.00 0.00 X 901820 0 302923 JESSICA WILKES VP, PRACTICE MGMT (THRU 2/24/23) 60.00 0.00 X 530263 0 7301 RAMZY AWAD VP CONTRACTING AND RISK OPS 60.00 0.00 X 376359 0 136871 LORI ORR EXECUTIVE DIRECTOR,PRACTICE MG 60.00 0.00 X 300249 0 95359 TIMOTHY SOUVA EX DIR CARDIOLOGY/PRACTICE OP 60.00 0.00 X 285354 0 78414 VIKRAM AULUCK LEAD PHARMACIST 60.00 0.00 X 301862 0 43237 LEE HUSKINS FORMER PRESIDENT/CAO 5.00 70.00 X 278567 0 559072 PAUL DEERINGER FORMER VP STRATEGY 0.00 60.00 X 0 652214 246714 2974474 3319030 2414316 249 1 1 0 JOHN MUIR MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 119421082 JOHN MUIR CARDIOVASCULAR MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 27246717 JOHN MUIR SPECIALTY MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 23125862 JOHN MUIR HEALTH CANCER MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 19797117 CORE MEDCIAL IMAGING 2637 N WASHINGTON BLVD 380 NORTH OGDEN UT 84414 MEDICAL 1302340 38 120063641 120063641 NET PATIENT REVENUE 624100 310105620 310105620 PREMIUM REVENUE 624100 127543053 127543053 OTHER SERVICE REVENUE 624100 23859297 23859297 461507970 433288 433288 38724 11972 26752 26752 26752 582031651 461507970 0 460040 X 1306752 1306752 2042382 1736025 306357 87087863 75813608 11274255 4498095 3228022 1270073 13036134 12814325 221809 5749344 5616133 133211 26184312 6706036 19478276 83211 53534 29677 280754667 258318955 22435712 941193 730034 211159 22622056 22622056 147794 118698 29096 1479733 1479733 12696185 4866676 7829509 3239366 3239366 PHARMACEUTICALS 96319597 96319597 ADMINISTRATIVE SERVICES 34388813 0 34388813 MEDICAL SUPPLIES 6178096 6178096 LICENSES & TAXES 67782 67433 349 -52715 -52715 598770660 496443265 102327395 0 2997 2972 17495587 26212944 0 0 41091263 28115261 0 0 0 0 0 0 1227062 1186753 3002415 7704635 170618677 66379013 119493801 104239664 0 0 0 0 22060586 5249960 0 11585645 758436 1038694 205132147 185336528 28387816 31326260 0 0 596010 171933 0 0 0 0 0 0 0 0 0 0 95649280 90078303 124633106 121576496 X 80499041 63760032 0 0 80499041 63760032 205132147 185336528 -16739009 0 X 0 1 X 1 0 X X 2 JOHN MUIR HEALTH 941461843 3 1 1305559 497482621 JOHN MUIR HEALTH FOUNDATION 942650855 7 0 1193 0 2 1306752 497482621 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 PART-III LINE-11 SUPPORTING ORGANIZATION AMOUNT OF SUPPORT PROVIDED IN SUPPORT OF JOHN MUIR HEALTH'S MISSION TO PROVIDE A NETWORK OF PRIMARY CARE AND SPECIALTY PHYSICIANS TO THE COMMUNITIES THEY SERVE, JOHN MUIR PHYSICIAN NETWORK HAS SUPPORTED PROGRAMS TOTALING $497,482,621 DURING 2023. SEE SCHEDULE O FOR ADDITIONAL DETAIL REGARDING THE PROGRAMS THAT WERE FUNDED. PART-IV LINE-SECTION A LINE 1 SUPPORTED ORGANIZATIONS NOT LISTED IN GOVERNING DOCUMENTS JOHN MUIR HEALTH IS THE SOLE MEMBER OF JOHN MUIR HEALTH FOUNDATION, WHICH IS PART OF THE JOHN MUIR HEALTH SYSTEM. JOHN MUIR HEALTH AND JOHN MUIR HEALTH FOUNDATION SHARE THE SAME CFO. IN ADDITION, JOHN MUIR HEALTH'S PRESIDENT/CEO IS ON THE BOARD OF THE FOUNDATION AND THE FOUNDATION'S PRESIDENT IS A VICE PRESIDENT OF JOHN MUIR HEALTH. PART-IV LINE-SECTION A LINE 6 SUPPORT PROVIDED TO OTHER THAN SUPPORTED ORGANIZATION JOHN MUIR PHYSICIAN NETWORK ALSO PROVIDES SUPPORT TO JOHN MUIR FOUNDATION THAT IS PART OF THE JOHN MUIR HEALTH SYSTEMS. GRANTS PROVIDED TO OTHER ORGANIZATIONS MUST ALIGN WITH JOHN MUIR PHYSICIAN NETWORK AND JOHN MUIR HEALTH'S MISSIONS. GRANTS ARE MONITORED BY JOHN MUIR FINANCIAL MANAGEMENT TO ENSURE RESTRICTED FUNDS ARE USED CONSISTENT WITH THE 501(C)(3) PURPOSES AS DESCRIBED IN SECTION 170(C)(2)(B). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 14640000 14640000 48333563 18827590 29505973 72992319 23060831 49931488 33721946 24490592 9231354 930849 930849 104239664 LEASE LIABILITIES 75279612 LIABILITY TO RELATED PARTY 13845546 OTHER LIABILITIES 953145 90078303 580724899 0 580724899 1306752 1306752 582031651 597463908 0 597463908 1306752 1306752 598770660 PART XI, LINE 4B - OTHER ADJUSTMENTS: REVENUE REPORTED GROSS ON FORM 990, NET ON FINANCIAL STATEMENTS GRANTS TO RELATED PARTIES 1,306,752. PART XII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES REPORTED NET OF REVENUE ON FINANCIAL STATEMENTS, GROSS ON FORM 990 GRANTS TO RELATED PARTIES 1,306,752. 1 JOHN MUIR HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 941461843 501 (C) (3) 1305559 0 N/A N/A GENERAL SUPPORT 1 PART I, LINE 2: GRANT MONITORING PROCESS JOHN MUIR HEALTH FINANCIAL MANAGEMENT MONITORS THE USE OF RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. 1 1 0 0 0 0 0 0 0 MICHAEL S THOMAS PRESIDENT/CEO 0 1330906 0 369194 0 25670 0 841902 0 24185 0 2591857 0 369194 MAUREEN STEVENSON MD SENIOR VP 699918 0 182148 0 19754 0 287607 0 15316 0 1204743 0 182148 0 PAUL DEERINGER FORMER VP STRATEGY 0 506604 0 132471 0 13139 0 222754 0 23960 0 898928 0 132471 LEE HUSKINS FORMER PRESIDENT/CAO 0 0 0 0 278567 0 559072 0 0 0 837639 0 0 0 JESSICA WILKES VP, PRACTICE MGMT (THRU 2/24/23) 69231 0 64260 0 396772 0 0 0 7301 0 537564 0 64260 0 RAMZY AWAD VP CONTRACTING AND RISK OPS 336522 0 17705 0 22132 0 114857 0 22014 0 513230 0 17705 0 LORI ORR EXECUTIVE DIRECTOR,PRACTICE MG 267299 0 24579 0 8371 0 69323 0 26036 0 395608 0 24579 0 MELINDA ESTEP SENIOR VP/CFO (AS OF 8/14/23) 0 252692 0 0 0 69037 0 61737 0 4721 0 388187 0 0 CHRISTIAN PASS SENIOR VP/CFO (THRU 2/10/23) 0 112375 0 253174 0 10018 0 6623 0 5257 0 387447 0 253174 TIMOTHY SOUVA EX DIR CARDIOLOGY/PRACTICE OP 257856 0 26940 0 558 0 62647 0 15767 0 363768 0 26940 0 VIKRAM AULUCK LEAD PHARMACIST 298927 0 0 0 2935 0 19582 0 23655 0 345099 0 0 0 PART I, LINE 3 EXECUTIVE COMPENSATION PROCESS JOHN MUIR HEALTH, A RELATED TAX-EXEMPT ORGANIZATION OF JOHN MUIR PHYSICIAN NETWORK, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINES 4A-B SEVERANCE PAYMENTS A SEVERANCE PAYMENT OF $278,567 WAS MADE TO LEE HUSKINS IN CONNECTION WITH HIS SEPARATION OF SERVICE ON SEPTEMBER 3, 2021 AND A SEVERANCE PAYMENT OF $360,000 WAS MADE TO JESSICA WILKES IN CONNECTION WITH HER SEPARATION OF SERVICE ON FEBRUARY 24, 2023. THIS TAXABLE COMPENSATION WAS REPORTED IN PART II, COLUMN (B)(III). NON-QUALIFIED RETIREMENT PLANS RETIREMENT RESTORATION PLAN EMPLOYEES ELIGIBLE FOR THE RETIREMENT RESTORATION PLAN ARE EITHER SENIOR VICE PRESIDENT OR VICE PRESIDENT LEVEL EMPLOYEES. EMPLOYER CONTRIBUTIONS ARE MADE TO THE PLAN ON BEHALF OF ELIGIBLE EMPLOYEES. THE ANNUAL INCREASE IN ACTUARIAL VALUE OF THE PLAN BENEFIT IS REPORTED IN PART II, COLUMN C. VESTING FOR THE RESTORATION PLAN IS AT THE EARLIEST OF THE FOLLOWING: REACHING AGE 65 WITH AT LEAST THREE YEARS OF SERVICE, BECOMING TOTALLY AND PERMANENTLY DISABLED, INVOLUNTARY TERMINATION FOR ANY REASON OTHER THAN CAUSE, CHANGE OF CONTROL OF JOHN MUIR HEALTH, OR DEATH. RESTORATION PLAN BENEFITS ARE PAYABLE AND TAXABLE UPON VESTING. NO PLAN BENEFIT PAYMENTS WERE MADE DURING THE YEAR. THE FOLLOWING EXECUTIVES PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFIT DURING THE YEAR: MAUREEN STEVENSON $82,470 RAMZY AWAD $23,670 SUPPLEMENTAL EXECUTIVE PLAN EMPLOYEES ELIGIBLE FOR THE SUPPLEMENTAL EXECUTIVE PLAN ARE EITHER CEO, CFO, COO OR EVP OF JOHN MUIR HEALTH, CEO OR CAO OF JOHN MUIR PHYSICIAN NETWORK OR FORMER EMPLOYEES THAT PREVIOUSLY HELD ONE OF THOSE POSITIONS, AND CURRENT EMPLOYEES THAT PREVIOUSLY HELD ONE OF THOSE POSITIONS. EMPLOYER CONTRIBUTIONS ARE MADE TO THE PLAN ON BEHALF OF ELIGIBLE EMPLOYEES. THE ANNUAL INCREASE IN ACTUARIAL VALUE OF THE PLAN BENEFIT IS REPORTED IN PART II, COLUMN C. VESTING FOR THE SUPPLEMENTAL EXECUTIVE PLAN IS AT THE EARLIEST OF THE FOLLOWING: REACHING AGE 65 WITH AT LEAST THREE YEARS OF SERVICE, BECOMING DISABLED, INVOLUNTARY TERMINATION FOR ANY REASON OTHER THAN CAUSE, TERMINATION UPON CHANGE OF CONTROL OF JOHN MUIR HEALTH, OR DEATH. BENEFITS ARE PAYABLE AND TAXABLE UPON VESTING. THE FOLLOWING EXECUTIVES PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFIT DURING THE TAX YEAR: MICHAEL THOMAS $155,821 CHRISTIAN PASS $6,623 LEE HUSKINS $559,072 MUIR FAMILY PHYSICIANS MEDICAL GROU COMPANY OWNED BY SPOUSE OF BOARD MEMBER 162382 PAYMENTS FOR MEDICAL SERVICES TO COMPANY OWNED BY MARIE MCGLYNN, M.D. SPOUSE OF RAVI HUNDAL, M.D. 0 FORM 990, PART VI, SECTION A, LINE 3 MANAGEMENT COMPANY JOHN MUIR HEALTH HAS ENGAGED OPTUM TO MANAGE NON CLINICAL FUNCTIONS, INCLUDING INFORMATION TECHNOLOGY, REVENUE CYCLE MANAGEMENT, ANALYTICS, PURCHASING AND CLAIMS PROCESSING. OPTUM ALSO SUPPORTS AND FURTHER ENHANCES JOHN MUIR PHYSICIAN NETWORK'S AMBULATORY CARE COORDINATION AND UTILIZATION MANAGEMENT SERVICES. OPTUM BRINGS AN EXTENSIVE SET OF CAPABILITIES, INCLUDING: OPERATIONAL TECHNOLOGIES, ANALYTIC SOLUTIONS AND TOOLS, AND ADMINISTRATIVE SERVICE EXPERTISE TO HELP JOHN MUIR HEALTH FURTHER ADVANCE ITS CLINICAL AND OPERATIONAL PERFORMANCE. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF THE JOHN MUIR PHYSICIAN NETWORK. FORM 990, PART VI, SECTION A, LINE 7A POWER TO ELECT OR APPOINT MEMBERS OF GOVERNING BODY THE BYLAWS OF JOHN MUIR PHYSICIAN NETWORK PROVIDE THAT THE VOTING AND NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH, THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, SHALL SERVE EX-OFFICIO AS THE VOTING AND NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. AS A RESULT, THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH CONTROLS THE NUMBER, APPOINTMENT, TERM AND REMOVAL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. FORM 990, PART VI, SECTION A, LINE 7B GOVERNANCE DECISIONS SUBJECT TO APPROVAL BY THE MEMBER. JOHN MUIR HEALTH, AS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, ALSO HAS THE RIGHT TO APPROVE CERTAIN ACTIONS IN ACCORDANCE WITH THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, INCLUDING THE VOLUNTARY DISSOLUTION OF JOHN MUIR PHYSICIAN NETWORK, THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF JOHN MUIR PHYSICIAN NETWORK, AND THE MERGER OF JOHN MUIR PHYSICIAN NETWORK WITH OR INTO ANY OTHER ENTITY. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF FORM 990 BY THE GOVERNING BODY THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. AN OVERVIEW OF THE FORM 990, WITH SUFFICIENT DETAIL, IS PRESENTED TO THE BOARD WITH THE COMPLETED FORM 990. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER AND HIS DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED. A COMPLETE COPY OF THE FORM 990 IS DISTRIBUTED TO THE FULL BOARD BEFORE JOHN MUIR PHYSICIAN NETWORK WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST MONITORING ANNUALLY, THE JOHN MUIR HEALTH BOARD CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO BOARD MEMBERS, ALONG WITH A CONFLICT OF INTEREST DISCLOSURE FORM REQUIRED TO BE COMPLETED AND SIGNED. DISCLOSED CONFLICTS ARE COMPILED IN A DOCUMENT AND REVIEWED BY THE BOARD CHAIR, PRESIDENT/CEO, AND GENERAL COUNSEL. TOGETHER, THESE INDIVIDUALS MONITOR ANY POTENTIAL CONFLICTS AND THE GENERAL COUNSEL ATTENDS BOARD MEETINGS TO ENSURE COMPLIANCE WITH THE POLICY. TRANSACTIONS INVOLVING A POTENTIAL CONFLICT ARE REVIEWED AND APPROVED IN ADVANCE BY THE GENERAL COUNSEL, GOVERNANCE COMMITTEE AS INDICATED BY THE POLICY, AND FOR CERTAIN TRANSACTIONS WITH THE CURRENT BOARD MEMBERS, THE BOARD. THE POLICY ALSO REQUIRES BOARD MEMBERS TO DISCLOSE CONFLICTS DURING THE YEAR AND RECUSE THEMSELVES FROM VOTING ON ANY MATTERS RELATED TO A CONFLICT. AS QUESTIONS ABOUT POTENTIAL CONFLICTS ARISE DURING THE YEAR, THE GENERAL COUNSEL REVIEWS THEM WITH THE AFFECTED BOARD MEMBER, THE PRESIDENT/CEO AND THE BOARD CHAIR. TO ENSURE THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED, INCLUDING PERIODIC REVIEWS OF ITS TRANSACTIONS OR ARRANGEMENTS WITH ITS OFFICERS AND BOARD MEMBERS, AND ANY OTHER INDIVIDUAL OR ENTITIES THAT MAY HAVE A SUBSTANTIAL INFLUENCE OVER THE BUSINESS AND AFFAIRS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 15B EXECUTIVE COMPENSATION COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS AND KEY EMPLOYEES ARE ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. THE COMPENSATION COMMITTEE IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED OF NO LESS THAN 5 VOTING DIRECTORS, NONE OF WHICH HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION TRANSACTIONS UNDER CONSIDERATION. THE COMPENSATION COMMITTEE UTILIZES AN OUTSIDE EXPERT COMPENSATION CONSULTANT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA OF SIMILARLY SITUATED ORGANIZATIONS FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITES. THAT DATA IS USED BY THE COMPENSATION COMMITTEE TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. THE COMMITTEE'S DELIBERATIONS AND DECISIONS REGARDING THESE COMPENSATION ARRANGEMENTS ARE DOCUMENTED IN THE COMMITTEE MINUTES THAT ARE REVIEWED AT ITS NEXT MEETING. THE DOCUMENTED MINUTES INCLUDE: (1) TERMS OF THE COMPENSATION ARRANGEMENT, INCLUDING DATE IT WAS APPROVED; (2) A DESCRIPTION OF THE COMPARABLE DATA RELIED UPON BY THE COMMITTEE AND HOW IT WAS OBTAINED; (3) A LIST OF THE MEMBERS PRESENT DURING THE DELIBERATIONS AND HOW THE MEMBERS VOTED; (4) ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF ANY MEMBER OF THE COMMITTEE WHO HAD A POTENTIAL CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC AUDITED FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE FROM THE JOHN MUIR HEALTH LEGAL DEPARTMENT UPON REQUEST. FORM 990, PART IX, LINE 11G PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 170,355,124. MANAGEMENT AND GENERAL EXPENSES 19,854,918. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 190,210,042. OTHER PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 73,132,415. MANAGEMENT AND GENERAL EXPENSES 2,580,794. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 75,713,209. OTHER PHYSICIAN FEES: PROGRAM SERVICE EXPENSES 14,831,416. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 14,831,416. JOHN MUIRMT DIABLO COMMUNITY HEALTH FUND 5003 COMMERCIAL CIRCLE SUITE 275 CONCORD CA 94520 911788973 GRANTMAKING CA 501(C)(3) 12C, III-FI JM HEALTH 0 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680249685 HEALTHCARE CA 501(C)(3) 3 JM HEALTH 0 JOHN MUIR HEALTH FOUNDATION 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 942650855 FUNDRAISING CA 501(C)(3) 7 JM HEALTH 0 JOHN MUIR HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 941461843 HEALTHCARE CA 501(C)(3) 3 N/A 0 JOHN MUIR MAGNETIC IMAGING 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680202020 DIAG IMAGING CA N/A 0 0 BAY AREA SURGICAL VENTURES 30 S WACKER DRIVE SUITE 2302 CHICAGO IL 60606 203052802 MED SERVICES CA N/A 0 0 WALNUT CREEK CANCER PROGRAM LLC 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 372020746 MED SERVICES CA N/A 0 0 JOHN MUIRMT DIABLO PARENT COMPANY 1400 TREAT BLVD WALNUT CREEK CA 94597 900060434 INACTIVE CA N/A C 0 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 JOHN MUIR HEALTH B 1305559 CASH PAID JOHN MUIR HEALTH C 119859846 CASH RECEIVED JOHN MUIR BEHAVIORAL HEALTH C 203795 CASH RECEIVED JOHN MUIR HEALTH K 2235289 SHARED SERVICES JOHN MUIR HEALTH L 4281682 EXPENSES PAID JOHN MUIR HEALTH P 444084 AGREEMENT TERMS