2023-01-13T12:34:34-06:00 2021-09-30 346565596 ERNST & YOUNG US LLP 2005 MARKET ST STE 700 PHILADELPHIA PA 19103 990 2020-10-01 141678068 HEALTH QUEST SYSTEMS INC HEAL 8454759500 45 READE PLACE POUGHKEEPSIE NY 12601 DANIEL DEBARBA CFO & TREASURER 2037397000 2023-01-12 1 DANIEL DEBARBA 999009999 LAUREN E BENNETT P01787029 2154485000 2023-01-11 2 AAL1 IAL1 2020 2023-03-07 01:45:13Z DANIEL DEBARBA 45 READE PLACE POUGHKEEPSIE NY 12601 128637142 0 X WWW.NUVANCEHEALTH.ORG X 1987 NY PROVIDE SUPPORT TO MEMBER ORGANIZATIONS OF THE HEALTH QUEST SYSTEMS. 17 16 1266 17 246 0 206305 4562 219853516 128049541 0 0 608608 583039 220668429 128637142 283790 283790 0 0 128532907 78373784 0 0 0 94374284 56334582 223190981 134992156 -2522552 -6355014 182459538 299235129 171056769 294290654 11402769 4944475 X 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 101851912 283790 126948193 MANAGEMENT FEE:TO PROVIDE EXECUTIVE AND ADMINISTRATIVE OVERSIGHT TO THE MEMBER ORGANIZATIONS OF HEALTH QUEST. HEALTH QUEST PROVIDES CENTRALIZED ADMINISTRATION, FINANCE (INCLUDING PAYROLL, ACCOUNTS PAYABLE, DECISION SUPPORT, MANAGED CARE, BUDGETS AND REIMBURSEMENT), PATIENT FINANCIAL SERVICES, PURCHASING, BUSINESS DEVELOPMENT, HUMAN RESOURCES, COMPLIANCE, INTERNAL AUDIT, LAB MANAGEMENT, BIOMED SERVICES, CONSTRUCTION AND PROPERTY MANAGEMENT, LEGAL COUNSEL, PHYSICIAN RECRUITMENT, MEDICAL AFFAIRS MANAGEMENT AND HOSPITALITY/SECURITY SERVICES MANAGEMENT IN ORDER TO FURTHER THE EXEMPT PURPOSE OF HEALTH QUEST. THIS HAS LEAD TO NUMBEROUS OPERATING EFFICIENCIES AT EACH MEMBER ORGANIZATION. 1597108 0 927978 COVID-19 INSURANCE REFUND IS AN INSURANCE REIMBURSEMENT FOR PPE SPEND DURING THE PANDEMIC. 140253 0 173370 CONTINUING EDUCATION PROVIDES LIFE-SAVING SKILLS TRAINING AND EDUCATION TO THE COMMUNITY, AS WELL AS SAFETY EDUCATION RELATED TO CHILD SAFETY, TRAUMA PREVENTION AND OTHER COMMUNITY RISK FACTORS. EFFORTS INCLUDE, BUT ARE NOT LIMITED TO, CPR TRAINING, CAR SEAT CHECKS, BIKE SAFETY, FIRST AID AND STOP THE BLEED. 411507 0 508675 OTHER PROGRAM SERVICES INCLUDED THE GRADUATE MEDICAL EDUCATION PROGRAM, VENDOR REBATES AND REFUNDS, INSURANCE REFUND AND OTHER MISCELLANEOUS SERVICES. 411507 0 508675 104000780 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 477 0 1 1266 1 1 1 0 0 0 0 1 1 0 0 0 0 1 0 X 17 16 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 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 DIRECT/VICE CHAIR (FROM 01/01) 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 40.00 X 0 1701396 642496 CAROLYN MCKENNA ASST. SEC. (TO 12/31); SEC./CLO 3.00 61.00 X 0 646887 16365 KERRY EATON CHIEF OPERATING OFFICER 26.00 24.00 X 936200 0 96246 CATHERINE FRIERSON CHIEF HUMAN RESOURCE OFFICER 3.00 61.00 X 0 531701 18175 PETER CORDEAU PRESIDENT NORWALK HOSPITAL 3.00 40.00 X 539469 0 56003 DENISE GEORGE PRESIDENT NDH & CLINICAL SVCS. 3.00 40.00 X 608072 0 46841 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 3.00 40.00 X 0 445735 19595 PETER A KELLY PRESIDENT VBMC 3.00 40.00 X 630524 0 18605 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 MARK K HIRKO MD PRESIDENT PHC & SHARON HOSPITALS 3.00 40.00 X 561004 0 37839 DANIEL J O'DEA MD VP OF CARDIOVASCULAR SERVICES 28.00 12.00 X 1025557 416145 47297 CHRISTOPHER STENBERG VP GRADUATE-MED. EDUCATION 40.00 0.00 X 596248 0 43211 DIANE KANTAROS CHIEF QUALITY OFFICER 40.00 0.00 X 512021 0 18047 CHRISTOPHER M LEHRACH MD CHIEF PHYSICIAN EXECUTIVE 40.00 12.00 X 765443 0 37335 CLAUDINE A FASSE VP OPERATIONS/ORG. EXCELLENCE 40.00 0.00 X 454993 0 26079 ROBERT FRIEDBERG FORMER HQ PRESIDENT/CEO 0.00 0.00 X 1956507 0 11745 MICHAEL HOLZHUETER FORMER SECRETARY AND CLO 0.00 0.00 X 1222869 0 18913 GLENN A LOOMIS MD FORMER CHIEF ACADEMIC OFFICER 0.00 0.00 X 390833 0 0 KATHERINE BACHER FORMER ASSISTANT TREASURER 0.00 0.00 X 210144 0 12407 ROBERT DIAMOND FORMER SVP AND CIO 0.00 0.00 X 181197 0 275 GERDA MAISSEL FORMER CMO/CHIEF TRANSFORMATION 0.00 0.00 X 292706 0 0 TIMMIAN C MASSIE FORMER SVP/PUBLIC RELATIONS 0.00 0.00 X 550114 0 38295 LAWRENCE BELL FORMER VP OF CONSTRUCTION 0.00 0.00 X 305036 0 25834 CHERYL BOOTH FORMER ASST. SECRETARY 0.00 0.00 X 133541 0 9679 MARVIN RUSSELL FORMER CHIEF HUMAN RESOURCES OFFICER 0.00 0.00 X 558342 0 11166 JOSEPH MULLANY FORMER PRESIDENT VBMC 0.00 0.00 X 777727 0 19175 13208547 30178310 5841585 299 1 1 0 WALSHCONSIGLI JV 929 WEST ADAMS STREET CHICAGO IL 60607 CONSTRUCTION 70024171 DELOITTE & TOUCHE LLP PO BOX 844717 DALLAS TX 75284 CONSULTING 5112827 LOCUMTENENSCOM LLC PO BOX 405547 ATLANTA GA 30384 STAFFING SERVICES 3341817 THE REMI GROUP 11325 NORTH COMMUNITY HOUSE ROAD CHARLOTTE NC 28277 EQUIPMENT MAINT. MANAGEMENT 2939986 NORTH AMERICAN PARTNERS IN ANESTHESIA 68 SOUTH SERVICE ROAD MELVILLE NY 11747 ANESTHESIA SERVICES 2806316 101 1461 3101 4562 MANAGEMENT FEES 900099 126948193 126948193 COVID-19 INSURANCE REF 900099 927978 927978 CONTINUING EDUCATION 900099 173370 173370 128049541 246 -246 74364 0 74364 74364 74364 GME 900099 222569 222569 REFUNDS AND REBATES 900099 95104 95104 INSURANCE REFUND - LOS 900099 39604 39604 151398 151398 508675 128637142 128558216 246 74118 283790 283790 2876876 2148430 728446 56902869 42494653 14408216 3255268 1704389 1550879 9150803 6220018 2930785 6187968 3275123 2912845 128560 112790 15770 18460 13786 4674 108858 108858 1325469 414498 910971 15679 11709 3970 1662815 1436907 225908 2014431 843056 1171375 1667549 1498518 169031 142580 123062 19518 328982 295715 33267 10630 9567 1063 4715707 3995229 720478 21416 15993 5423 PURCHASED SERVICES 18122471 13790958 4331513 MEDICAL SUPPLIES 11465463 11465463 PHYSICIAN FEES 7206135 7206135 LEASES/RENTALS 1963454 1575054 388400 5415923 5065937 349986 134992156 104000780 30991376 0 2750772 11190399 16147 4941919 1597187 7512530 326341 90649654 51369908 35812007 39279746 131442310 246825309 182459538 299235129 47066976 28102191 123989793 266188463 171056769 294290654 X 11384988 4934231 17781 10244 11402769 4944475 182459538 299235129 X -6355014 -103280 X 0 1 X 1 1 1 X 617 224302 248713 206305 1461 681398 181140837 183953548 154035533 219853516 128048036 867031470 181141454 184177850 154284246 220059821 128049497 867712868 0 0 0 867712868 34064 10283 74364 118711 34064 10283 74364 118711 1540042 700934 1050809 598325 510079 4400189 182681496 184878784 155369119 220668429 128633940 872231768 0.99480 0.99520 0.00010 0.00000 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: REFUNDS REBATES - 2017 AMOUNT: $ 389,515. 2018 AMOUNT: $ 382,906. 2019 AMOUNT: $ 463,244. GME - 2018 AMOUNT: $ 130,047. 2019 AMOUNT: $ 128,264. 2020 AMOUNT: $ 222,569. MGMT SERVICES FOR CONTRACT REV - 2016 AMOUNT: $ 531,750. NYS UNCLAIMED FUNDS - 2016 AMOUNT: $ 687,245. CONTINUING EDUCATION - 2017 AMOUNT: $ 160,790. 2018 AMOUNT: $ 132,908. GREEN SECURITY - 2020 AMOUNT: $ 55,255. REMI - 2020 AMOUNT: $ 35,209. OTHER - 2016 AMOUNT: $ 321,047. 2017 AMOUNT: $ 150,629. 2018 AMOUNT: $ 404,948. 2019 AMOUNT: $ 6,817. 2020 AMOUNT: $ 197,046. SCHEDULE A, PART III THE ORGANIZATION FILED A SHORT PERIOD RETURN FOR FISCAL YEAR 2019 (1/1/19-9/30/19). AS A RESULT OF THE MERGER WITH WESTERN CONNECTICUT HEALTH NETWORK (WCHN), HEALTH QUEST SYSTEMS, INC. CHANGED ITS TAX YEAR END FROM 12/31 TO 9/30 TO ALIGN WITH WCHN AND AFFILIATES. THE AMOUNTS REPORTED IN COLUMN (C) FOR 2018 REPRESENT THE 9 MONTH PERIOD FOR FISCAL YEAR ENDED 9/30/19 AND THE AMOUNTS REPORTED IN COLUMN (D) FOR 2019 REPRESENT THE 12-MONTH PERIOD ENDED 9/30/20. DUE TO REPORTING THE SHORT PERIOD FISCAL YEAR 2019 IN COLUMN (C), 2019, THE PUBLIC SUPPORT REPORTED IN PART III, SECTIONS A & B IS AS FOLLOWS: (A) 2016 (YEAR ENDING 12/31/2017) (B) 2017 (YEAR ENDING 12/31/2018) (C) 2018 (YEAR ENDING 9/30/2019) (D) 2019 (YEAR ENDING 9/30/2020) (E) 2020 (YEAR ENDING 9/30/2021). 0 0 0 0 0 1 8858 1 100000 0 0 108858 0 PART II-B, LINE 1: HEALTH QUEST'S LOBBYING EFFORTS ARE FOCUSED ON REPRESENTING THE SYSTEM'S PATIENT-CENTERED INTERESTS AMONG GOVERNMENT OFFICIALS AT THE LOCAL, STATE AND NATIONAL LEVELS. IN NEW YORK'S HUDSON VALLEY AND IN NORTHWEST CONNECTICUT, HEALTH QUEST OFFICIALS MEET WITH MAYORS, TOWN SUPERVISORS, STATE LEGISLATORS, COUNTY EXECUTIVES AND COUNTY LEGISLATORS TO DISCUSS HEALTHCARE NEEDS IN THEIR MUNICIPALITIES AND HOW OUR SYSTEM CAN BEST HELP MEET THOSE NEEDS. WE ALSO KEEP OUR LOCAL ELECTED AND PLANNING OFFICIALS INFORMED OF PROGRESS IN THE PANDEMIC, VISITATION UPDATES AND PROGRESS ON NEW FACILITIES. ON THE STATE LEVEL, HEALTH QUEST REPRESENTATIVES MEET WITH STATE LEGISLATORS AND OFFICIALS IN THE NEW YORK STATE DEPARTMENT OF HEALTH TO KEEP THEM INFORMED OF PROJECTS, AS WELL AS NEW PROGRAMS AND SERVICES TO PROVIDE GREATER ACCESS TO QUALITY HEALTHCARE. WORK INCLUDED COORDINATION WITH VARIOUS STAKEHOLDERS ON THE TEMPORARY SUSPENSION OF BABY DELIVERY SERVICES AT PUTNAM HOSPITAL, AS WELL AS THE REOPENING OF THE INPATIENT PEDIATRIC UNIT AT VASSAR BROTHERS MEDICAL CENTER AFTER A TWO-YEAR PANDEMIC DRIVEN HIATUS. IN ALBANY, HEALTH QUEST IS REPRESENTED BY THE FIRMS OF PATRICIA LYNCH ASSOCIATES, AND DELBELLO DONNELLAN WEINGARTEN WISE AND WIEDERKEHR. ON THE FEDERAL LEVEL, HEALTH QUEST MEETS WITH MEMBERS OF CONGRESS AND UNITED STATES SENATORS FROM NEW YORK AND CONNECTICUT AND THEIR STAFFS TO DISCUSS ISSUES INCLUDING HEALTHCARE REFORM, WAGE INDICES, HIRING EFFORTS IN AN ERA OF PHYSICIAN AND NURSING SHORTAGES, AND COMMUNITY EDUCATION AND OUTREACH EFFORTS. HEALTH QUEST IS REPRESENTED IN WASHINGTON BY DEBRUNNER & ASSOCIATES. HEALTH QUEST ALSO PARTICIPATES WITH HANYS (THE HEALTHCARE ASSOCIATION OF NEW YORK STATE) AND THE AMERICAN HOSPITAL ASSOCIATION DURING ADVOCACY DAYS IN ALBANY AND WASHINGTON, DC. 7440638 2874735 4565903 57165624 48495173 8670451 26043392 26043392 39279746 DUE FROM AFFILIATES 237759269 SECURITY DEPOSITS 37166 DEFERRED COMPENSATION 1156071 OTHER RECEIVABLES 716109 OPERATING LEASES - RIGHT OF USE ASSETS 7156694 246825309 DUE TO AFFILIATES 241235975 LEASE LIABILITIES 8544498 WORKERS COMPENSATION RESERVE 14942314 SECURITY DEPOSIT LIABILITY 7189 DEFERRED COMPENSATION 1143791 HQ PARTNERS IBNR RESERVE 314696 266188463 X PART X, LINE 2: AS OF SEPTEMBER 30, 2021, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 1 DUTCHESS COUNTY REGIONAL CHAMBER OF COMMERCE 1 CIVIC CENTER PLAZA STE 400 POUGHKEEPSIE NY 12601 140978000 501(C)(6) 35000 IN SUPPORT OF LOCAL ECONOMY AND BUSINESSES SPARROW'S NEST CHARITY 946 ROUTE 376 STE 7 WAPPINGERS FALLS NY 12590 462573747 501(C)(3) 25000 IN SUPPORT OF SERVICES FOR FAMILIES WHO ARE EXPERIENCING THE HARDSHIPS OF A CANCER DIAGNOSIS THROUGH DELIVERY OF MEALS AND SUPPLIES FAMILY SERVICES INC 29 NORTH HAMILTON STREET POUGHKEEPSIE NY 12601 141338399 501(C)(3) 25000 IN SUPPORT OF SERVICES FOR BATTERED WOMEN, CHILDREN & SERVICES FOR LOCAL AT-RISK YOUTH ULSTER COUNTY REGIONAL CHAMBER OF COMMERCE 214 FAIR STREET KINGSTON NY 12401 141260937 501(C)(6) 23500 IN SUPPORT OF LOCAL ECONOMY AND BUSINESSES AMERICAN CANCER SOCIETY 250 WILLIAMS STREET NW ATLANTA GA 30303 131788491 501(C)(3) 20000 IN SUPPORT OF CANCER RESEARCH, HEALTH & WELLNESS AMERICAN HEART ASSOCIATION 7272 GREENVILLE AVENUE DALLAS TX 75231 135613797 501(C)(3) 20000 IN SUPPORT OF CARDIOVASCULAR RESEARCH, HEALTH & WELLNESS MILES OF HOPE BREAST CANCER FOUNDATION PO BOX 405 LAGRANGEVILLE NY 12540 134281796 501(C)(3) 20000 IN SUPPORT OF LOCAL FAMILIES AFFECTED BY BREAST CANCER DIAGNOSES DUTCHESS OUTREACH 29 NORTH HAMILTON STREET STE 220 POUGHKEEPSIE NY 12601 222339537 501(C)(3) 20000 IN SUPPORT OF ADDRESSING & ERADICATING MALNOURISHMENT IN THE GREATER POUGHKEEPSIE AREA WALKWAY OVER THE HUDSON PO BOX 889 POUGHKEEPSIE NY 12602 141753502 501(C)(3) 15000 IN SUPPORT OF HEALTH & WELLNESS IN THE LOCAL COMMUNITY REGIONAL FOOD BANK OF NORTHEASTERN NEW YORK 195 HUDSON STREET CORNWALLONHUDSON NY 12520 222470885 501(C)(3) 15000 IN SUPPORT OF ADDRESSING & ERADICATING MALNOURISHMENT IN THE GREATER HUDSON VALLEY AREA NORTHWEST CONNECTICUT CHAMBER OF COMMERCE 333 KENNEDY DRIVE STE R101 TORRINGTON CT 06790 060564714 501(C)(3) 10290 IN SUPPORT OF COMMUNITY PROGRAMMING IN THE NORTHWEST CONNECTICUT CORNER PLAY FOR PINK INC 28 WEST 44TH STREET STE 609 NEW YORK NY 10036 223503952 501(C)(3) 10000 IN SUPPORT OF RESEARCH RELATED TO THE CAUSES, CURES & PREVENTION OF BREAST CANCER PREMIER CARES FOUNDATION 1 COLUMBIA STREET STE 390 POUGHKEEPSIE NY 12601 450990732 501(C)(3) 10000 IN SUPPORT OF UNDERSERVED & UNDERINSURED UROLOGICAL & GASTROINTESTINAL PATIENTS IN THE COMMUNITY POUGHKEEPSIE FARM PROJECT 51 VASSAR FARM LANE POUGHKEEPSIE NY 12603 141813679 501(C)(3) 10000 IN SUPPORT OF ADDRESSING & ERADICATING MALNOURISHMENT IN THE GREATER POUGHKEEPSIE AREA 12 2 PART I, LINE 2: PROCEDURES FOR MONITORING USE OF GRANT FUNDS IN U.S. THE MAJORITY OF GRANTS WERE MADE IRC SECTIONS 501(C)(3) AND 501(C)(6) ORGANIZATIONS, THEREFORE IT WAS NOT NECESSARY TO REVIEW THE PUBLIC CHARITY STATUS OF THE DONEE. THE PURPOSE OF THE GRANT FUNDS ARE REVIEWED AND APPROVED BY HEALTH QUEST SYSTEMS, INC. OFFICERS TO ASSURE COMPLIANCE WITH DONOR INTENTIONS AND/OR BOARD APPROVALS. X 1 1 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 HQ PRESIDENT/CEO 179463 0 0 0 1777044 0 5538 0 6207 0 1968252 0 260344 0 DANIEL J O'DEA MD VP OF CARDIOVASCULAR SERVICES 980712 412424 7177 0 37668 3721 13130 5328 21941 6898 1060628 428371 0 0 MICHAEL HOLZHUETER FORMER SECRETARY AND CLO 92086 0 131172 0 999611 0 7023 0 11890 0 1241782 0 162850 0 KERRY EATON CHIEF OPERATING OFFICER 756173 0 60000 0 120027 0 94667 0 1579 0 1032446 0 0 0 CHRISTOPHER M LEHRACH MD CHIEF PHYSICIAN EXECUTIVE 647177 0 0 0 118266 0 0 0 37335 0 802778 0 0 0 JOSEPH MULLANY FORMER PRESIDENT VBMC 455140 0 37500 0 285087 0 0 0 19175 0 796902 0 0 0 CAROLYN MCKENNA ASST. SEC. (TO 12/31); SEC./CLO 0 584841 0 0 0 62046 0 14250 0 2115 0 663252 0 0 DENISE GEORGE PRESIDENT NDH & CLINICAL SVCS. 476825 0 35000 0 96247 0 17100 0 29741 0 654913 0 0 0 PETER A KELLY PRESIDENT VBMC 525953 0 25000 0 79571 0 17100 0 1505 0 649129 0 0 0 CHRISTOPHER STENBERG VP GRADUATE-MED. EDUCATION 458034 0 134375 0 3839 0 8550 0 34661 0 639459 0 0 0 MARK K HIRKO MD PRESIDENT PHC & SHARON HOSPITALS 485468 0 11380 0 64156 0 17100 0 20739 0 598843 0 0 0 PETER CORDEAU PRESIDENT NORWALK HOSPITAL 484027 0 0 0 55442 0 17100 0 38903 0 595472 0 0 0 TIMMIAN C MASSIE FORMER SVP/PUBLIC RELATIONS 367453 0 41500 0 141161 0 16420 0 21875 0 588409 0 0 0 MARVIN RUSSELL FORMER CHIEF HUMAN RESOURCES OFFICER 113403 0 94476 0 350463 0 6029 0 5137 0 569508 0 0 0 CATHERINE FRIERSON CHIEF HUMAN RESOURCE OFFICER 0 481256 0 0 0 50445 0 14250 0 3925 0 549876 0 0 DIANE KANTAROS CHIEF QUALITY OFFICER 418769 0 27460 0 65792 0 17100 0 947 0 530068 0 0 0 JEAN AHN FROM 0201 CHIEF STRATEGY OFFICER 0 417628 0 0 0 81363 0 14250 0 3071 0 516312 0 0 CLAUDINE A FASSE VP OPERATIONS/ORG. EXCELLENCE 263738 0 94500 0 96755 0 17100 0 8979 0 481072 0 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 GLENN A LOOMIS MD FORMER CHIEF ACADEMIC OFFICER 0 0 0 0 390833 0 0 0 0 0 390833 0 0 0 LAWRENCE BELL FORMER VP OF CONSTRUCTION 274720 0 0 0 30316 0 17100 0 8734 0 330870 0 0 0 GERDA MAISSEL FORMER CMO/CHIEF TRANSFORMATION 0 0 0 0 292706 0 0 0 0 0 292706 0 0 0 KATHERINE BACHER FORMER ASSISTANT TREASURER 191893 0 0 0 18251 0 12144 0 263 0 222551 0 0 0 ROBERT DIAMOND FORMER SVP AND CIO 86073 0 0 0 95124 0 0 0 275 0 181472 0 0 0 CHERYL BOOTH FORMER ASST. SECRETARY 126698 0 1500 0 5343 0 7876 0 1803 0 143220 0 0 0 PART I, LINE 1A: FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDES GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND: THREE KEY EMPLOYEES TWO HIGHEST-COMPENSATED EMPLOYEES. PART I, LINE 3: HEALTH QUEST SYSTEMS, INC. RELIED ON NUVANCE HEALTH, A RELATED TAX EXEMPT ORGANIZATION, TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO AND TOP MANAGEMENT, WHICH USED A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACTS, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA ON OTHER KEY EMPLOYEES. 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. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, JOSEPH MULLANY RECEIVED $233,654 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF AUGUST 1, 2020. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, GLENN A. LOOMIS, MD RECEIVED $390,833 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF JULY 4, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, GERDA MAISSEL RECEIVED $292,706 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HER TERMINATION DATE OF AUGUST 7, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, MARVIN RUSSELL RECEIVED $340,962 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF FEBRUARY 13, 2020. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, TIMMIAN C. MASSIE RECEIVED $95,538 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF SEPTEMBER 18, 2020. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, CLAUDINE A. FASSE RECEIVED $96,000 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HER TERMINATION DATE OF AUGUST 18, 2020. 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. KERRY EATON, ROBERT FRIEDBERG, MICHAEL HOLZHUETER, ROBERT DIAMOND, GLENN A. LOOMIS AND KATHERINE BACHER 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. FORM 990, PART VI, SECTION A, LINE 2 RICHARD G. JABARA AND ERVIN R. SHAMES HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 6 NUVANCE HEALTH IS THE SOLE MEMBER OF HEALTH QUEST SYSTEMS, INC. FORM 990, PART VI, SECTION A, LINE 7A THE CHAIR, VICE CHAIR, SECRETARY, AND TREASURER OF THE BOARD OF DIRECTORS OF THE MEMBER (NUVANCE HEALTH) AND THE CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE MEMBER SHALL SERVE IN THE SAME ROLES AT HEALTH QUEST SYSTEMS. ANY OFFICER OF THE CORPORATION MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MEMBER IN ACCORDANCE WITH THE BYLAWS OF THE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY HEALTH QUEST SYSTEMS REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) ELECTION AND REMOVAL OF THE DIRECTORS OF THE BOARD AND THE DIRECTORS OR MANAGERS OF EACH CORPORATE AFFILIATE AND THE OFFICERS; (II) ADOPTION OR ANY MATERIAL REVISIONS OF CAPITAL AND OPERATING BUDGETS; (III) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS; (IV) ADOPTION OF OR REVISIONS TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF HEALTH QUEST'S FUNDS; (V) ADOPTION OF OR AMENDMENT TO ANY QUALIFIED OR NON-QUALIFIED BENEFIT PLAN; (VI) ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; (VII) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE; (VIII) ANY CLOSURE, SALE OR TRANSFER OF A HOSPITAL OWNED OR CONTROLLED; (IX) ANY CESSATION OF ANY SERVICE LINE; (X) ANY CHANGE IN THE TAX STATUS OF, OR REVISION OF, THE CHARITY CARE POLICIES; (XI) TERMINATION, APPOINTMENT OR RESCISSION OF AN APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER OR THE PRESIDENT; (XII) ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, THE FILING OF ANY PETITION IN VOLUNTARY BANKRUPTCY, THE FILING OF ANY PETITION OR ANSWER SEEKING REORGANIZATION, OR AN ARRANGEMENT WITH CREDITORS UNDER THE FEDERAL BANKRUPTCY LAW; (XIII) ANY AMENDMENTS TO THE CORPORATION'S OR TO ANY CORPORATE AFFILIATE'S ORGANIZATIONAL DOCUMENTS; (XIV) ANY MERGER, CONSOLIDATION, OR SIMILAR TRANSACTION; (XV) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF DEBT. 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, THE ULTIMATE PARENT OF THE ORGANIZATION, 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 RECORD RETENTION POLICY THAT HAS BEEN APPROVED ONLY BY THE AUDIT COMMITTEE, NOT THE FULL BOARD. 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 POLICIES AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR AS PAPER COPIES. IN ADDITION, CERTAIN FINANCIAL INFORMATION IS AVAILABLE ON VARIOUS WEBSITES DUE TO REGULATORY FILINGS SUCH AS THE 990 AND BOND HOLDER AGREEMENTS. FORM 990, PART VII (ADDITIONAL INFORMATION); FOR THOSE OFFICERS AND TOP 5 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: CUMULATIVE EFFECT ADJUSTMENT UPON THE ADOPTION OF ASC 842 LEASES: -92,642. OTHER CHANGES IN NET ASSETS; -5,998. NET ASSET TRANSFER; -4,640. 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