2023-03-27T10:39:26-05:00 2021-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON STREET BOSTON MA 02116 990 2020-10-01 141736429 VASSAR BROTHERS HOSPITAL FOUNDATION VASS 8454759500 45 READE PLACE POUGHKEEPSIE NY 12601 STEVEN H ROSENBERG CFO & TREASURER 8454759500 2023-03-23 1 STEVEN ROSENBERG 999009999 GEORGE F PAGANO P01978122 6172662000 2023-03-22 2 AAL1 IAL1 2020 2023-04-26 12:10:37Z GRACE LINHARDCDO NUVANCE 45 READE PLACE POUGHKEEPSIE NY 12601 4116752 0 X WWW.NUVANCEHEALTH.ORG X 1990 NY FUNDRAISING FOR THE HOSPITAL AND AFFILIATE'S BENEFIT 17 16 0 17 0 0 13960337 2316538 0 0 3907774 1735252 -21048 0 17847063 4051790 513198 6667559 0 0 0 0 0 0 0 1720621 1972805 2233819 8640364 15613244 -4588574 64309875 58560925 2410519 150899 61899356 58410026 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 6667559 6667559 0 THE FOUNDATION FOR VBMC SOLICITS, RECEIVES AND ADMINISTERS FUNDS WHICH ARE PROVIDED BY THE GENERAL PUBLIC FOR THE BENEFIT OF VASSAR BROTHERS MEDICAL CENTER AND ITS CHARITABLE AFFILIATES. 6667559 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 17 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 0 0 0 NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X MARK HARRISON DIRECTOR/HV CARDIO PHYS. 0.50 40.00 X 0 797026 54730 REBECCA SEAMAN DIRECTOR 0.50 0.00 X 0 0 0 NANCY BROWNELL DIRECTOR 0.50 0.00 X 0 0 0 SARAH LEVINE DIRECTOR 0.50 0.00 X 0 0 0 SCOTT SWEENEY DIRECTOR 0.50 0.00 X 0 0 0 MARGARET BOVA CHAIRMAN 1.00 0.00 X X 0 0 0 MAUREEN KANGAS DIRECTOR 0.50 0.00 X 0 0 0 JUDITH BLEAKLEY O'NEILL DIRECTOR 0.50 0.00 X 0 0 0 KIMBERLY HUNT LEE VICE CHAIRMAN 1.00 0.00 X X 0 0 0 MICHAEL MAZZUCA JR DIRECTOR 0.50 0.00 X 0 0 0 JANELLE ANNE STYLES DIRECTOR 0.50 0.00 X 0 0 0 NILOUFER RODRIGUES MD DIRECTOR 0.50 0.00 X 0 0 0 ROBERT RANIERI DIRECTOR 0.50 0.00 X 0 0 0 MICHAEL HORODYSKI DIRECTOR 0.50 0.00 X 0 0 0 SHARON FAULKNER DIRECTOR 0.50 0.00 X 0 0 0 CRAIG IRWIN DIRECTOR 0.50 0.00 X 0 0 0 KRISTI BRIEN DIRECTOR 0.50 0.00 X 0 0 0 STEVEN H ROSENBERG TREASURER/CFO 1.00 40.00 X 0 1701396 642496 CAROLYN MCKENNA ASST. SEC (TO 12/31); SEC/CLO 1.00 40.00 X 0 646887 16635 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 1.00 40.00 X 0 445735 19595 ANN ARMATER SVP DEVELOPMENT (TO 12/31) 3.00 40.00 X 0 383758 41432 MICHAEL HOLZHUETER FORMER ASSISTANT SECRETARY 0.00 0.00 X 0 1222869 18913 KATHERINE BACHER FORMER TREASURER 0.00 0.00 X 0 210144 12407 CHERYL BOOTH FORMER ASSISTANT SECRETARY 0.00 0.00 X 0 133541 9679 0 5541356 815887 0 1 1 0 0 2316538 67956 2316538 1735252 1735252 64962 64962 0 4051790 0 0 1735252 6667559 6667559 82269 82269 4448 4448 ALLOCATION OF SHARED EX 1886088 1886088 8640364 6667559 1972805 0 11294586 4775807 16791163 12908090 23034 265 100 88445 60366 32527 28079 36174102 40273468 17232 552347 64309875 58560925 4878 4870 40842 2405641 105187 2410519 150899 X 31791652 35314354 30107704 23095672 61899356 58410026 64309875 58560925 X -4588574 2382199 -1282955 X 0 1 X 1 0 X 3293450 6413794 5192316 13960337 2316538 31176435 3293450 6413794 5192316 13960337 2316538 31176435 12329367 18847068 1348269 2259928 454371 3907774 1735252 9705594 90386 92426 65430 248242 41130271 0.45820 0.43060 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: AFILLIATE REVENUE - 2016 AMOUNT: $ 90,386. 2017 AMOUNT: $ 92,426. 2018 AMOUNT: $ 65,430. SCHEDULE A, PART II: IN TAX YEAR 2019, THE ORGANIZATION FILED A SHORT PERIOD RETURN AS A RESULT OF THE MERGER WITH WESTERN CONNECTICUT HEALTH NETWORK (WCHN). VASSAR BROTHERS HOSPITAL FOUNDATION CHANGED ITS TAX YEAR 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 9/30/2019 AND AMOUNTS REPORTED IN COLUMN (D) FOR 2019 REPRESENT THE 12-MONTH PERIOD FOR FISCAL YEAR ENDING 9/30/2020. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 448429 100000 48379 596808 448429 448429 448429 448429 448379 50 448429 447589 790 448379 0.91890 0.08110 0 0 8087 4448 3639 80358 55918 24440 28079 INVESTMENTS 40273468 F 40273468 DUE TO AFFILIATES 105187 105187 X PART V, LINE 4: VASSAR BROTHERS HOSPITAL FOUNDATION'S ENDOWED FUNDS MAY BE USED TO SUPPORT THE CAPITAL AND OPERATING EXPENSES OF VASSAR BROTHERS MEDICAL CENTER AND THEIR NOT-FOR-PROFIT AFFILIATES, AND TO SUPPORT THE CLINICAL STAFF AND PATIENT EDUCATION, PROGRAMS AND SERVICES, RESEARCH, EQUIPMENT AND SUPPLIES RELATED TO CARE OF PATIENTS WITH ORAL CANCERS. PART X, LINE 2: AS OF SEPTEMBER 30, 2021, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 1 VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 501(C)(3) 6639465 2995 FAIR MARKET VALUE IN KIND CONTRIBUTIONS OPERATIONAL SUPPORT DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 501(C)(3) 19099 N/A N/A OPERATIONAL SUPPORT NUVANCE HEALTH MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 501(C)(3) 6000 N/A N/A OPERATIONAL SUPPORT 3 0 PART I, LINE 2: PROCEDURES FOR MONITORING USE OF GRANTS FUNDS IN U.S.: ALL GRANTS WERE MADE TO VASSAR BROTHERS HOSPITAL FOUNDATION'S RELATED IRC SEC. 501(C)(3) 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 FOUNDATION OFFICERS TO ASSURE COMPLIANCE WITH DONOR INTENTIONS AND/OR BOARD APPROVALS. 1 1 0 0 0 0 0 0 0 STEVEN H ROSENBERG TREASURER/CFO 0 725983 0 0 0 975413 0 601834 0 40662 0 2343892 0 279293 MICHAEL HOLZHUETER FORMER ASSISTANT SECRETARY 0 92086 0 131172 0 999611 0 7023 0 11890 0 1241782 0 162850 MARK HARRISON DIRECTOR/HV CARDIO PHYS. 0 592226 0 181961 0 22839 0 17100 0 37630 0 851756 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 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 0 384162 0 0 0 61573 0 17100 0 2495 0 465330 0 0 ANN ARMATER SVP DEVELOPMENT (TO 12/31) 0 301034 0 36762 0 45962 0 16974 0 24458 0 425190 0 0 KATHERINE BACHER FORMER TREASURER 0 191893 0 0 0 18251 0 12144 0 263 0 222551 0 0 CHERYL BOOTH FORMER ASSISTANT SECRETARY 0 126698 0 1500 0 5343 0 7876 0 1803 0 143220 0 0 PART I, LINE 3 VASSAR BROTHERS HOSPITAL FOUNDATION 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, LINES 4A-B 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. 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. STEVEN H. ROSENBERG PARTICIPATED IN THE SERP AND ACCRUED BENEFITS AS OF SEPTEMBER 30, 2021. FOR CALENDAR YEAR 2020, STEVEN H. ROSENBERG RECEIVED A PAYOUT OF $279,293, WHICH IS REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990, FOR THE CURRENT YEAR. MICHAEL HOLZHEUTER AND KATHERINE BACHER PARTICIPATED IN A SERP PLAN WITH HEALTH QUEST SYSTEMS, INC. (HEALTH QUEST), A RELATED ORGANIZATION. AS OF JANUARY 15, 2021, THE HEALTH QUEST SERP PLAN WAS TERMINATED. FOR CALENDAR YEAR 2020, MICHAEL HOLZUETER RECEIVED A PAYOUT OF $162,850, WHICH IS 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 INCOME. X 959 64962 FAIR MARKET VALUE X IN-KIND CONTRIBUTIONS - CHEMOTHERAPY PATIENT CARE PACKAGES 170 2372 COST X IN-KIND CONTRIBUTIONS - PHONE CHARGERS 60 420 COST X IN-KIND CONTRIBUTIONS - NICU KNITTED HATS 13 143 COST X IN-KIND CONTRIBUTIONS - FACE MASKS 550 60 COST 0 1 0 PART I, LINE 32B: LINE 9 SECURITIES: THE NUMBER IN COLUMN (B) OF LINE 9 REPRESENTS THE TOTAL NUMBER OF STOCK CONTRIBUTIONS INCLUDING STOCK PLEDGES RECEIVED IN FY21. LINE 25 IN-KIND CONTRIBUTIONS: THE NUMBER IN COLUMN (B) OF LINE 25 REPRESENTS THE TOTAL NUMBER OF GIFTS IN-KIND CONTRIBUTIONS RECEIVED IN FY21. FORM 990, PART V, QUESTION 2A: W-3 FILING MOST EMPLOYEES ARE PAID BY A RELATED ORGANIZATION UNDER A COMMON PAYMASTER ARRANGEMENT. AS SUCH, REQUIRED PAYROLL FILING (INCLUDING FORMS W-2 AND W-3) IS REPORTED UNDER RELATED ORGANIZATIONS. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF VBHF IS HEALTH QUEST SYSTEMS INC. NUVANCE HEALTH IS THE SOLE MEMBER OF HEALTH QUEST SYSTEMS, INC. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER (HEALTH QUEST SYSTEM INC.) SHALL ELECT THE CORPORATION'S OFFICERS. SUBJECT TO THE APPROVAL OF THE MEMBER, ANY VACANCY OR VACANCIES OCCURRING IN ANY OFFICE OF THE CORPORATION MAY BE FILLED UNTIL THE NEXT MEETING AT WHICH OFFICERS ARE ELECTED BY THE AFFIRMATIVE VOTE OF THE REMAINING DIRECTORS IN OFFICE AT ANY MEETING OF THE BOARD, THOUGH SUCH REMAINING DIRECTORS MAY CONSTITUTE LESS THAN A QUORUM. ANY DIRECTOR MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) ELECTION OR REMOVAL OF A DIRECTOR OR AN OFFICER WHO IS NOT AN EMPLOYEE OR CONTRACTOR; (II) AMENDMENT OF THE CORPORATION'S ORGANIZATIONAL DOCUMENTS; (III) ADOPTION OF OR REVISIONS TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS; (IV) ADOPTION OF OR AMENDMENT TO ANY OF THE CORPORATION'S QUALIFIED OR NON-QUALIFIED BENEFIT PLANS; (V) ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; (VI) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS, WHICH INCLUDES REVIEW OF THE SYSTEMWIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF THE INDEPENDENT AUDITORS; (VII) ADOPTION OF OR ANY MATERIAL REVISIONS TO THE CAPITAL BUDGET AND OPERATING BUDGET; (VIII) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE; (IX) 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; (X) ANY CHANGE IN THE TAX STATUS OF OR REVISION OF, THE CHARITY CARE POLICIES; (XI) ANY MERGER, CONSOLIDATION OR SIMILAR TRANSACTION; (XII) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF ANY 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, AND 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 FOR THE AFFILIATE ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR 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 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", REPRESENTS BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART XI, LINE 9: CHANGE IN PLEDGE DISCOUNT 151,375. CHANGE IN ALLOWANCE IN UNCOLLECTIBLE PLEDGES -1,434,330. ALAMO AMBULANCE SERVICES INC 45 READE PLACE POUGHKEEPSIE NY 12601 141745417 TRANSPORTATION NY 501(C)(3) LINE 12C, III-FI HQ 1 DANBURY HOSP & NEW MILFORD HOSP FDN INC 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 FUNDRAISING CT 501(C)(3) LINE 7 WCHN 1 DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 ACUTE CARE CT 501(C)(3) LINE 3 WCHN 1 EASTERN NEW YORK MEDICAL SERVICES PC 14 RESEARCH DRIVE SUITE 201A BETHEL CT 06810 455431389 PHYSICIAN SERVICES NY 501(C)(3) LINE 10 WCHN 1 HEALTH QUEST HOME CARE (CERTIFIED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(C)(3) LINE 10 HQ 1 HEALTH QUEST HOME CARE (LICENSED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788410 HOME HEALTH NY 501(C)(3) LINE 10 HQ 1 NUVANCE HEALTH MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 MEDICAL CARE NY 501(C)(3) LINE 10 HQ 1 HEALTH QUEST SYSTEMS INC 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 MANAGEMENT NY 501(C)(3) LINE 10 NUVANCE 1 HEALTH QUEST URGENT MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 MEDICAL CARE NY 501(C)(3) LINE 10 HQ 1 HUDSON VALLEY CARDIOVASCULAR PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 463756713 MEDICAL CARE NY 501(C)(3) LINE 10 HQ 1 NDH FOUNDATION 6531 SPRINGBROOK AVENUE RHINEBECK NY 12572 141776208 FUNDRAISING NY 501(C)(3) LINE 7 HQ 1 NORTHERN DUTCHESS HOSPITAL 6511 SPRINGBROOK AVENUE RHINEBECK NY 12572 141338467 HOSPITAL NY 501(C)(3) LINE 3 HQ 1 NORTHERN DUTCHESS RES HEALTHCARE FACILITY 6526 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(C)(3) LINE 10 HQ 1 NORWALK HOSPITAL FOUNDATION 34 MAPLE STREET NORWALK CT 06856 222577707 FUNDRAISING CT 501(C)(3) LINE 7 WCHN 1 NUVANCE HEALTH 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 SUPPORT NY 501(C)(3) 12, TYPE III-FI N/A 0 NUVANCE HEALTH MEDICAL PRACTICE CT INC 100 RESERVE ROAD DANBURY CT 06810 061137531 PHYSICIAN SERVICES CT 501(C)(3) LINE 10 WCHN 1 PUTNAM HOSPITAL CENTER 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 HOSPITAL NY 501(C)(3) LINE 3 HQ 1 PUTNAM HOSPITAL CENTER FOUNDATION 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 FUNDRAISING NY 501(C)(3) 12, TYPE I HQ 1 THE NORWALK HOSPITAL ASSOCIATION 24 STEVENS STREET NORWALK CT 06850 066068853 HOSPITAL CT 501(C)(3) LINE 3 WCHN 1 VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 HOSPITAL NY 501(C)(3) LINE 3 HQ 1 VASSAR HEALTH CONNECTICUT INC 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 HOSPITAL CT 501(C)(3) LINE 3 HQ 1 WELLS MANOR HOUSING DEVELOPMENT FUND CORP 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 LOW INCOME NY 501(C)(3) PRIVATE FOUNDATION HQ 1 WESTERN CONNECTICUT HOME CARE INC 100 SAW MILL ROAD DANBURY CT 06810 060655138 HOME HEALTHCARE CT 501(C)(3) LINE 10 WCHN 1 WESTERN CT HEALTH NETWORK AFFILIATES INC 95 LOCUST AVENUE DANBURY CT 06810 222594968 OUTPATIENT HEALTHCARE SERVICES CT 501(C)(3) LINE 10 WCHN 1 WESTERN CT HEALTH NETWORK INC 24 HOSPITAL AVENUE DANBURY CT 06810 222594977 PROGRAM DEVELOPMENT CT 501(C)(3) 12 TYPE II NUVANCE 1 NEW MILFORD MRI LLC 21 ELM STREET NEW MILFORD CT 06776 271877801 INACTIVE CT N/A N/A 0 0 NORWALK SURGERY CENTER LLC 40 CROSS STREET STE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT N/A N/A 0 0 WCHN INVESTMENTS LLC 24 HOSPITAL AVE DANBURY CT 06810 475523212 INVESTMENTS CT N/A N/A 0 0 NUVANCE HEALTH INSURANCE COMPANY LTD 23 LIME TREE BAY PO BOX 105 GRAND CAYMAN CJ 980438151 MALPRACTICE CJ N/A C 0 SWC CORPORATION 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT N/A C 0 TACONIC IPA INC 45 READE PLACE POUGHKEEPSIE NY 12601 223007320 MEDICAL CARE NY N/A C 0 VASSAR HQ MED PRACTICE OF CT INC 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT N/A C 0 0 1 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 DANBURY HOSPITAL & NEW MILFORD HOSPITAL FOUNDATION M 2617633 COST DANBURY HOSPITAL & NEW MILFORD HOSPITAL FOUNDATION L 1368195 COST VASSAR BROTHERS MEDICAL CENTER M 8172128 COST VASSAR BROTHERS MEDICAL CENTER B 6642460 COST VASSAR BROTHERS MEDICAL CENTER O 501420 COST HEALTH QUEST SYSTEMS INC M 433763 COST NUVANCE HEALTH MEDICAL PRACTICE PC M 54741 COST HUDSON VALLEY CARDIOVASCULAR PRACTICE M 61000 COST VASSAR BROTHERS HOSPITAL FOUNDATION, EIN: 14-1736429 ("TAXPAYER") IS FILING THIS STATEMENT WITH ITS DELINQUENT FORM 990 (RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX) FOR THE TAXABLE YEAR ENDED SEPTEMBER 30, 2021 ("2020 TAXABLE YEAR") IN ACCORDANCE WITH THE FORM 990 INSTRUCTIONS.THE TAXPAYER IS A MEMBER OF THE NUVANCE HEALTH SYSTEM ("NUVANCE"). NUVANCE WAS FORMED IN APRIL 2019 FROM THE MERGER OF TWO SMALLER HEALTH SYSTEMS, HEALTH QUEST ("HQ") AND WESTERN CONNECTICUT HEALTH NETWORK ("WCHN"). THE COMBINED SYSTEM PROVIDES PRIMARY AND SPECIALITY CARE TO THE COMMUNITIES IN WESTERN CONNECTICUT AND THE HUDSON VALLEY. AS A RESULT OF THE MERGER, MANY KEY PERSONNEL WHO WERE RESPONSIBLE FOR TAX AND FINANCIAL REPORTING LEFT THE NUVANCE SYSTEM, LEAVING ITS TAX AND FINANCIAL DEPARTMENTS UNDERSTAFFED AND UNABLE TO MANAGE THE EXTENSIVE INFORMATION GATHERING REQUIRED TO FILE COMPLETE AND ACCURATE RETURNS TIMELY.DUE TO THE STAFF SHORTAGE, MANY OF THE ADMINISTRATIVE FUNCTIONS OF THE ORGANIZATION WERE DELAYED, INCLUDING THE ISSUANCE OF FINANCIAL STATEMENTS FOR FY19 AND FY20 WHICH OCCURRED ON OCTOBER 30, 2020 AND JUNE 30, 2021, RESPECTIVELY, AND THE FILING OF TAX RETURNS FOR THE FISCAL YEARS ENDED 9/30/20 AND 9/30/21.IN ADDITION TO THE ORGANIZATIONAL CHALLENGES ASSOCIATED WITH THE MERGER, NUVANCE AND THE TAXPAYER WERE SIGNIFICANTLY IMPACTED, AS MANY HEALTH PROVIDERS WERE, BY THE COVID-19 PANDEMIC. RIGHTFULLY SO, THE FOCUS OF NUVANCE AND THE TAXPAYER WAS LOCKED INTO NAVIGATING THE PANDEMIC AND CARING FOR THE HEALTH NEEDS OF THE LOCAL COMMUNITIES AND ITS EMPLOYEES.TO DATE, NUVANCE AND THE TAXPAYER HAVE HIRED ADDITIONAL STAFF IN ITS ACCOUNTING DEPARTMENT, TIMELY ISSUED ITS FISCAL YEAR 2021 FINANCIAL STATEMENTS AND HAVE BEEN WORKING TO FILE ANY PAST DUE TAX RETURNS. UNDERSTANDING AND ATTEMPTING TO MEET ITS U.S. TAX FILING OBLIGATIONS, THE TAXPAYER ENGAGED QUALIFIED AND EXPERIENCED THIRD-PARTY TAX ADVISORS TO HELP MEET ITS FILING REQUIREMENTS BY PREPARING THE TAXPAYER'S RETURNS. EVEN WITH THE THIRD-PARTY ASSISTANCE AND DESPITE ITS BEST EFFORTS, THE TAXPAYER STILL WAS NOT ABLE TO TIMELY FILE ITS 2020 TAX RETURN. TO DATE, THE TAXPAYER HAS MADE REASONABLE EFFORTS TO FILE ITS FORM 990 FOR THE YEAR ENDED 9/30/21 AS QUICKLY AS POSSIBLE.TO ENSURE THAT THE FAILURE TO TIMELY FILE THE RETURNS DOES NOT OCCUR AGAIN IN THE FUTURE, NUVANCE AND THE TAXPAYER INTEND TO CONTINUE ENGAGING THIRD PARTY PREPARERS TO PREPARE AND FILE RETURNS ON THEIR BEHALF, IN ADDITION TO HIRING ADDITIONAL PERSONNEL WHO AS PART OF THEIR RESPONSIBILITIES, WILL BE MONITORING TAX FILING COMPLIANCE ON A CONSISTENT BASIS.