2023-01-13T12:34:34-06:00 2021-09-30 346565596 ERNST & YOUNG US LLP 2100 PPG PLACE PITTSBURGH PA 15222 990 2020-10-01 834214573 NUVANCE HEALTH NUVA 8454759500 45 READE PLACE POUGHKEEPSIE NY 12601 DANIEL DEBARBA CFO & TREASURER 8454759500 2023-01-12 1 DANIEL DEBARBA 999009999 ERIN F WOOD P01710275 4126447800 2023-01-11 2 AAL1 IAL1 2020 2023-03-07 01:45:13Z JOHN MURPHY MD 24 HOSPITAL AVE DANBURY CT 06810 195017437 0 X WWW.NUVANCEHEALTH.ORG X 2019 NY BECOME THE PARTNER-IN-HEALTH FOR THE PEOPLE THROUGHOUT THE CORE REGIONS OF WESTERN CONNECTICUT AND THE HUDSON VALLEY OF NEW YORK THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. 17 16 0 17 0 0 0 100762 0 194610688 0 0 0 305987 0 195017437 0 0 0 0 0 107724112 0 0 0 109070 94072695 109070 201796807 -109070 -6779370 218755 156429143 7921393 168456406 -7702638 -12027263 BECOME THE PARTNER-IN-HEALTH FOR THE PEOPLE THROUGHOUT THE CORE REGIONS OF WESTERN CONNECTICUT AND THE HUDSON VALLEY OF NEW YORK THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. 0 0 121964489 0 194610688 TO IMPROVE THE HEALTH OF EVERY PERSON WE SERVE THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. AS THE PARENT ORGANIZATION, NUVANCE HEALTH (NH) PROVIDES DIRECTION, GIVES SUPPORT, SETS STANDARDS FOR ITS AFFILIATES AND SUBSIDIARIES, INSURES FINANCIAL SOUNDNESS, AND ESTABLISHES NEW PROGRAMS AND SERVICES CONSISTENT WITH THEIR MISSION. ALL TAX EXEMPT AFFILIATES SERVE INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOW THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY NH. 121964489 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 1 1 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 410 0 1 0 0 1 CJ 0 0 0 0 0 0 0 0 0 0 X 17 16 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X JOHN M MURPHY MD PRESIDENT/CEO 3.00 46.00 X X 0 25534010 4526905 GREGORY W RAKOW CHAIRMAN 3.00 6.00 X X 0 0 0 ANDREW WHITTINGHAM TO 1231 VICE CHAIRMAN 3.00 6.00 X X 0 0 0 ROBERT R DYSON DIRECTOR 2.00 4.00 X 0 0 0 SALVATORE CALTA JR DIRECTOR 2.00 4.00 X 0 0 0 DAVID CYGANOWSKI DIRECTOR 2.00 4.00 X 0 0 0 JOSEPH DIVESTEA DIRECTOR 2.00 4.00 X 0 0 0 CARLA GUDE DIRECTOR 2.00 4.00 X 0 0 0 MARK GUDIS DIRECTOR 2.00 6.00 X 0 0 0 RICHARD G JABARA DIRECTOR 2.00 4.00 X 0 0 0 STEVEN V LANT DIRECTOR 2.00 4.00 X 0 0 0 MARY MADDEN DIRECTOR 2.00 4.00 X 0 0 0 DANIEL MCCARTHY DIRECTOR 2.00 4.00 X 0 0 0 MICHAEL J NESHEIWAT MD DIRECTOR 2.00 4.00 X 0 0 0 ANNE ROBY DIRECTOR/VICE CHAIRMAN (FROM 1/1) 3.00 8.00 X X 0 0 0 S JAVED SHAHID MD DIRECTOR 2.00 4.00 X 0 23323 0 ERVIN R SHAMES DIRECTOR 2.00 6.00 X 0 0 0 ROSS MAURI FROM 0101 DIRECTOR 2.00 4.00 X 0 0 0 STEVEN H ROSENBERG TREASURER/CFO 3.00 61.00 X 0 1701396 642496 CAROLYN MCKENNA SECRETARY/CHIEF LEGAL OFFICER 3.00 61.00 X 0 646887 16365 KERRY EATON CHIEF OPERATING OFFICER 3.00 61.00 X 0 936200 96246 CATHERINE FRIERSON CHIEF HUMAN RESOURCE OFFICER 3.00 61.00 X 0 531701 18175 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 3.00 40.00 X 0 445735 19595 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 3.00 61.00 X 0 380122 25736 JEAN AHN FROM 0201 CHIEF STRATEGY OFFICER 3.00 61.00 X 0 498991 17321 ROBERT FRIEDBERG FORMER PRESIDENT 0.00 0.00 X 0 1956507 11745 MICHAEL HOLZHUETER FORMER SECRETARY AND CLO 0.00 0.00 X 0 1222869 18913 KATHERINE BACHER FORMER ASSISTANT TREASURER 0.00 0.00 X 0 210144 12407 0 34087885 5405904 0 1 1 0 0 41872 58890 100762 MGMT FEES TO EXEMPT AFFILIATES 900099 194199701 194199701 EDUCATION 900099 410987 410987 194610688 ADMINISTRATIVE SERVICES 561000 305987 305987 305987 195017437 194610688 0 305987 95086272 59904351 35181921 999999 629999 370000 11637759 7331788 4305971 82 52 30 3155980 3155980 3225650 3225650 259007 163174 95833 18191708 11460775 6730933 4534860 2856962 1677898 4011670 2527352 1484318 50885230 32057695 18827535 4283187 2698408 1584779 170852 107637 63215 111033 69951 41082 6 6 2322643 1463265 859378 2171882 2171882 PROF. MEMBERSHIP DUES 547856 547856 EQUIPMENT RENTAL/MAINT. 151118 95205 55913 MEDICAL SUPPLIES 50013 50013 201796807 121964489 79832318 0 218755 636792 4391470 22932042 13104970 0 0 13104970 0 115363869 218755 156429143 27693969 7921393 140762437 7921393 168456406 X -7702638 -12027263 -7702638 -12027263 218755 156429143 X -6779370 2454743 2 X 0 1 X 1 1 1 X X X 19 ALAMO AMBULANCE SERVICES INC 141745417 10 1 0 0 DANBURY & NEW MILFORD HOSP FOUND 237425557 7 1 0 0 DANBURY HOSPITAL 060646597 3 1 0 0 EASTERN NEW YORK MEDICAL SERVICES PC 455431389 10 1 0 0 HEALTH QUEST HOME CARE INC (CERT) 141788412 10 1 0 0 HEALTH QUEST HOME CARE INC (LIC) 141788410 10 1 0 0 HEALTH QUEST SYSTEMS INC 141678068 10 1 0 0 NDH FOUNDATION 141776208 7 1 0 0 NORTHERN DUTCHESS HOSPITAL 141338467 3 1 0 0 NORTHERN DUTCHESS RES HLTH FACILITY INC 223129608 10 1 0 0 NORWALK HOSPITAL FOUNDATION 222577707 7 1 0 0 PUTNAM HOSPITAL CENTER 146019179 3 1 0 0 THE NORWALK HOSPITAL ASSOCIATION 066068853 3 1 0 0 VASSAR BROTHERS HOSPITAL FOUNDATION 141736429 7 1 0 0 VASSAR BROTHERS MEDICAL CENTER 141338586 3 1 0 0 VASSAR HEALTH CONNECTICUT INC 815056290 3 1 0 0 WESTERN CONNECTICUT HOME CARE INC 060655138 10 1 0 0 WESTERN CT HEALTH NETWORK AFFILIATES INC 222594968 10 1 0 0 NUVANCE HEALTH MEDICAL PRACTICE CT INC 061137531 10 1 0 0 19 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 X 1 1 SCHEDULE A, PART IV, SECTION A, LINE 1 DESCRIPTION OF HOW SUPPORTED ORGANIZATIONS ARE DESIGNATED THE CORPORATION WAS FORMED AS A RESULT OF THE AFFILIATION OF HEALTH QUEST SYSTEMS, INC. (HQ) AND WESTERN CONNECTICUT HEALTH NETWORK, INC. (WCHN) AND SERVES AS THE ULTIMATE PARENT OF THE COMBINED HOSPITAL SYSTEM. HQ OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING NEW YORK AND CONNECTICUT, AND HQ IS THE SOLE MEMBER OF FOUR LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES. WCHN OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING CONNECTICUT, AND WCHN IS THE SOLE MEMBER OF TWO LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES (ALL ENTITIES OF HQ AND WCHN ARE COLLECTIVELY REFERRED TO AS SYSTEM AFFILIATES). AS THE ULTIMATE PARENT OF THE HOSPITAL SYSTEM, THE CORPORATION IS DIRECTLY RESPONSIBLE FOR OVERSEEING CORE FINANCIAL AND OPERATIONAL FUNCTIONS FOR THE SYSTEM. A MAJORITY VOTE OF THE BOARD OF NUVANCE HEALTH IS REQUIRED FOR MANY ACTIONS OF NUVANCE HEALTH AS WELL AS THE VARIOUS SYSTEM AFFILIATES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: MATERIAL REVISIONS TO THE STRATEGIC PLAN; ADOPTION OR ANY MATERIAL REVISIONS TO THE CAPITAL AND OPERATING BUDGETS; CREATION OF ANY CORPORATION FOR WHICH ANY SYSTEM AFFILIATE IS THE SOLE OR CONTROLLING MEMBER/SHAREHOLDER; ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS; ADOPTION OR REVISION TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT FUNDS; ADOPTION OR AMENDMENT TO ANY QUALIFIED OR NONQUALIFIED BENEFIT PLANS; AND ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE. SUPER-MAJORITY VOTE OF THE NUVANCE BOARD IS REQUIRED FOR OTHER ACTIONS SUCH AS A CLOSURE OR SALE OF A HOSPITAL; ANY CESSATION OF ANY SERVICE LINE; ANY CHANGE IN TAX STATUS; ANY MERGER, CONSOLIDATION, OR SIMILAR TRANSACTION; ANY AMENDMENTS TO ANY ORGANIZATIONAL DOCUMENTS OF ANY SYSTEM AFFILIATES; TERMINATION OR APPOINTMENT OF THE CEO; AND ELECTION OR REMOVAL OF ANY OFFICER OF ANY SYSTEM AFFILIATE WHO IS NOT AN EMPLOYEE OR CONTRACTOR. BY THE NUVANCE BOARD CARRYING OUT THE ABOVE DESCRIBED DUTIES AND THROUGH ATTENDANCE AT ITS REGULARLY SCHEDULED BOARD MEETINGS AS WELL AS VARIOUS BOARD COMMITTEE MEETINGS, NUVANCE HEALTH ENSURES THAT THE ACTIVITIES OF EACH SYSTEM AFFILIATE ARE FURTHERING THEIR INDIVIDUAL AND COLLECTIVE EXEMPT PURPOSES. SCHEDULE A, PART IV, SECTION E, LINE 3A PER BYLAWS 2.8 MANNER OF ACTING (A) ACTIONS REQUIRING THE MAJORITY VOTE. THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD (A "MAJORITY VOTE"), UNLESS THE PRESENCE OF OR ACT OF A GREATER NUMBER IS SPECIFICALLY REQUIRED BY THESE BYLAWS, THE CORPORATION'S CERTIFICATE OF INCORPORATION, OR THE ACT. WITHOUT LIMITING THE FOREGOING, THE FOLLOWING ACTIONS SHALL REQUIRE A MAJORITY VOTE OF THE BOARD: (XI) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING: (A) INDEMNIFICATION OF TRUSTEES AND OFFICERS OF THE CORPORATION OR ANY SYSTEM AFFILIATE; (B) CONFLICTS OR DUALITIES OF INTEREST; AND (C) SUCH OTHER POLICIES AS THE BOARD MAY FROM TIME TO TIME DETERMINE. (XIV) ELECTION OR REMOVAL OF AN OFFICER OF THE CORPORATION OR ANY SYSTEM AFFILIATE WHO IS NOT AN EMPLOYEE OR CONTRACTOR OF THE CORPORATION OR SUCH SYSTEM AFFILATE. SCHEDULE A, PART IV, SECTION E, LINE 3B PER BYLAWS 2.8 MANNER OF ACTING (A) ACTIONS REQUIRING THE MAJORITY VOTE. THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD (A "MAJORITY VOTE"), UNLESS THE PRESENCE OF OR ACT OF A GREATER NUMBER IS SPECIFICALLY REQUIRED BY THESE BYLAWS, THE CORPORATION'S CERTIFICATE OF INCORPORATION, OR THE ACT. WITHOUT LIMITING THE FOREGOING, THE FOLLOWING ACTIONS SHALL REQUIRE A MAJORITY VOTE OF THE BOARD: (X) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE, INCLUDING BUT NOT LIMITED TO CONTROL, SUPERVISION AND RESOLUTION OF ANY MATTERS INVOLVING LITIGATION, PRE LITIGATION DISPUTES AND COMPLIANCE INVESTIGATIONS OR PROCEEDINGS ON BEHALF OF THE CORPORATION OR ANY SYSTEM AFFILIATE. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 1 18007 1 241000 0 0 259007 0 FORM 990, PART II-B AS WITH 2020, THE HISTORIC PANDEMIC CONTINUED INTO 2021, FINDING LOBBYING AND ADVOCACY ACTIVITY FAR FROM NORMAL. THE ORGANIZATION, AS WELL AS FEDERAL, STATE AND MUNICIPAL OFFICIALS WERE OPERATING UNDER STRICT GUIDANCE FOR REMOTE ENGAGEMENT AND SOCIAL DISTANCING. THIS LIMITED OUR INTERACTIONS FROM PREVIOUS YEARS LEVELS. LOBBYING WAS DIFFICULT DUE TO HIGH VOLUME PATIENT NEEDS, STAFF REASSIGNMENTS, AND CAPITOL, CONGRESS AND CT GENERAL ASSEMBLY SHUTDOWNS. ANY EFFORTS WERE FOCUSED ON IMMEDIATE NEEDS, EMERGENCY AUTHORIZATIONS, TEMPORARY REGULATIONS, FUNDING, SUPPLIES AND EMPLOYEE ASSISTANCE PROGRAMS IN ADDITION TO TESTING AND VACCINATIONS. LOBBYING WAS MOSTLY RELATED TO THE ORGANIZATIONS EXEMPT PURPOSE. 13104970 13104970 13104970 INTERCOMPANY RECEIVABLES 40939964 RIGHT OF USE ASSET 53383432 CASH SURRENDER VALUE 17448516 MISC RECEIVABLES 3583391 LONG TERM PREPAID 8566 115363869 DUE TO RELATED PARTIES 88709634 LEASE LIABILITY - OPERATING 51052807 RETIREMENT LIABILITY 999996 140762437 X PART X, LINE 2: AS OF SEPTEMBER 30, 2021, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 1 1 REVENUE MALPRACTICE INS. 46243542 CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 1 1 INVESTMENT MALPRACTICE INS. 28613270 CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 1 1 OPERATING EXPENSES MALPRACTICE INS. 29329711 3 3 0 0 3 3 104186523 0 104186523 1 0 1 0 0 0 PART III ACCOUNTING METHOD: SCHEDULE F, PART I ALL INFORMATION FOR PART I, LINE 3, COLUMN (F) IS ACCOUNTED FOR ON THE AUDITED FINANCIAL STATEMENTS ON THE ACCRUAL BASIS. 1 1 0 0 0 0 0 1 0 JOHN M MURPHY MD PRESIDENT/CEO 0 1557384 0 0 0 23976626 0 4497706 0 29199 0 30060915 0 19319394 STEVEN H ROSENBERG TREASURER/CFO 0 725983 0 0 0 975413 0 601834 0 40662 0 2343892 0 279293 ROBERT FRIEDBERG FORMER PRESIDENT 0 179463 0 0 0 1777044 0 5538 0 6207 0 1968252 0 260344 MICHAEL HOLZHUETER FORMER SECRETARY AND CLO 0 92086 0 131172 0 999611 0 7023 0 11890 0 1241782 0 162850 KERRY EATON CHIEF OPERATING OFFICER 0 756173 0 60000 0 120027 0 94667 0 1579 0 1032446 0 0 CAROLYN MCKENNA SECRETARY/CHIEF LEGAL OFFICER 0 584841 0 0 0 62046 0 14250 0 2115 0 663252 0 0 CATHERINE FRIERSON CHIEF HUMAN RESOURCE OFFICER 0 481256 0 0 0 50445 0 14250 0 3925 0 549876 0 0 JEAN AHN FROM 0201 CHIEF STRATEGY OFFICER 0 417628 0 0 0 81363 0 14250 0 3071 0 516312 0 0 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 0 384162 0 0 0 61573 0 17100 0 2495 0 465330 0 0 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 0 346401 0 0 0 33721 0 14250 0 11486 0 405858 0 0 KATHERINE BACHER FORMER ASSISTANT TREASURER 0 191893 0 0 0 18251 0 12144 0 263 0 222551 0 0 PART I, LINE 3 ADDITIONAL INFORMATION THE ORGANIZATION RELIED ON THE FOLLOWING METHODS DESCRIBED BELOW TO ESTABLISH TOP MANAGEMENT'S COMPENSATION: -INDEPENDENT COMPENSATION CONSULTANT -WRITTEN EMPLOYMENT CONTRACT FOR PHYSICIAN EXECUTIVES -COMPENSATION SURVEY OR STUDY -APPROVAL BY BOARD COMPENSATION COMMITTEE -COMPENSATION COMMITTEE PART I, LINE 4A DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, MICHAEL HOLZHUETER RECEIVED $694,731 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF DECEMBER 11, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, ROBERT FRIEDBERG RECEIVED $1,246,154 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF DECEMBER 11, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. PART I, LINE 4B WESTERN CONNECTICUT HEALTH NETWORK (WCHN), A RELATED ORGANIZATION, PREVIOUSLY ESTABLISHED A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WHICH PROVIDES SUPPLEMENTAL RETIREMENT BENEFITS TO KEY MEMBERS OF THE EXECUTIVE GROUP. UNDER THE AGREEMENTS FOR THE SERP, AMOUNTS PROMISED TO ELIGIBLE EXECUTIVES ARE BASED ON TARGETED RETIREMENT BENEFITS AND THE PAYMENT OF BENEFITS IS SUBJECT TO VESTING. THE BENEFITS AT THE VESTED AGE ARE PROVIDED IN THE FORM OF AN ACTUARIAL EQUIVALENT LUMP SUM PLUS A TAX GROSS-UP AMOUNT TO THE PARTICIPANTS. WCHN MAINTAINS AN ACCRUAL ON ITS BOOKS FOR THE PARTICIPANTS OF THE SERP. THE ACCRUALS ARE MAINTAINED SOLELY FOR ACCOUNTING PURPOSES AND ARE UNFUNDED. JOHN M. MURPHY, MD, AND STEVEN H. ROSENBERG PARTICIPATED IN THE SERP AND ACCRUED BENEFITS AS OF SEPTEMBER 30, 2021. FOR CALENDAR YEAR 2020, JOHN M. MURPHY, MD, AND STEVEN H. ROSENBERG RECEIVED A PAYOUT OF $23,800,000 AND $866,877, RESPECTIVELY WHICH IS REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990, FOR THE CURRENT YEAR. ROBERT FRIEDBERG, KERRY EATON AND MICHAEL HOLZHUETER PARTICIPATED IN A SERP PLAN WITH HEALTH QUEST SYSTEMS, INC. (HEALTH QUEST), A RELATED ORGANIZATION. HEALTH QUEST MADE THE FOLLOWING CONTRIBUTIONS TO THE PARTICIPANTS, WHICH ARE REPORTED ON SCHEDULE J, PART II. AS OF JANUARY 15, 2021, THE HEALTH QUEST SERP PLAN WAS TERMINATED. KERRY EATON - $77,567 FOR CALENDAR YEAR 2020, MICHAEL HOLZHUETER RECEIVED A PAYOUT OF $162,850 AND ROBERT FRIEDBERG RECEIVED A PAYOUT OF $260,344 WHICH ARE REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990 FOR THE CURRENT YEAR. EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 OR TIER 2 EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. IN CALENDAR YEAR 2020, CONTRIBUTIONS RELATED TO THIS PLAN ARE INCLUDED IN EACH PARTICIPANT'S WAGES AND ARE REFLECTED IN THE AMOUNTS REPORTED ON SCHEDULE J, PART II, COLUMN (B)(III) OTHER REPORTABLE COMPENSATION. PART I, LINE 7 NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THIS PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR: -TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE -TIER II, EXECUTIVE -TIER III, SENIOR LEADER (A) -TIER III, SENIOR LEADER (B) -TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: QUALITY AND SERVICE PEOPLE AND CULTURE PATIENT EXPERIENCE FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIREMENTS, IN ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED. A STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 060806186 20775DCU4 2019-08-28 389588167 ACQUIRE AND RENOVATE FACILITIES 0 0 0 B DUTCHESS COUNTY LOCAL DEVELOPMENT CORPORATION 273106797 267045MK5 2019-08-28 115040480 ACQUIRE AND RENOVATE FACILITIES 0 0 0 A 15475000 390117595 2693283 338894842 48529469 0 0 0 1 B 7270000 115306100 1135983 114155057 15060 2021 0 0 0 1 A 0 1 1 1 0 0.00190 0.00060 0.00250 0 0 1 B 0 1 1 1 0 0.00950 0.00000 0.00950 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 A 0 B 0 SCHEDULE K, PART II, LINE 3 THE TOTAL PROCEEDS DO NOT AGREE TO THE ISSUE PRICE IN PART I, COLUMN (E) DUE TO INVESTMENT EARNINGS/MARKET VALUE FLUCTUATIONS. FORM 990, PART VI, SECTION A, LINE 2 RICHARD G. JABARA AND ERVIN R. SHAMES HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE ORGANIZATION AND A DRAFT FORM 990 IS REVIEWED BY INTERNAL MANAGEMENT. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE BOARD MEMBERS TO REVIEW PRIOR TO FILING. THE FORM 990 IS THEN SIGNED AND FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. ALSO, THEY ARE REQUIRED TO DISCLOSE ANY CONFLICT TO THE BOARD OR DIRECTLY TO THE CHAIRMAN PRIOR TO ANY MEETING. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. FORM 990, PART VI, SECTION B, LINE 14: THE ORGANIZATION FOLLOWS A POLICY THAT HAS BEEN REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE ORGANIZATION, BUT NOT THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE STRETCH GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY-SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +30% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY-SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 75TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTH'S COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATION'S STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL, AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII ADDITIONAL INFORMATION FOR THOSE OFFICERS AND KEY EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART XI, LINE 9: ROUNDING 2. 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