2023-05-15T09:05:58-05:00 2022-06-30 134008324 PRICEWATERHOUSECOOPERS LLP 655 NEW YORK AVENUE NW - SUITE 1100 WASHINGTON DC 20001 990 2021-07-01 222517863 WELLSPAN HEALTH WELL 7178513055 PO BOX 2767 YORK PA 174052767 LAURA BUCZKOWSKI EXECUTIVE VP & CFO 7178513055 2023-05-15 1 LAURA BUCZKOWSKI 999009999 TRAVIS L PATTON P00369623 2024141000 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z ROXANNA GAPSTUR PO BOX 2767 YORK PA 174052767 498598209 0 X WWW.WELLSPAN.ORG X 1983 PA WELLSPAN HEALTH'S CHARITABLE, NON-PROFIT MISSION IS "WORKING AS ONE TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES". 19 16 3598 985 720117 217370 127285415 5617783 407698713 465455948 16760043 7024679 1778713 18648726 553522884 496747136 23321876 1213455 0 0 269960789 332853492 0 0 0 257545895 283856884 550828560 617923831 2694324 -121176695 818518085 655435799 1075597800 888843232 -257079715 -233407433 X WELLSPAN HEALTH IS AN INTEGRATED HEALTH SYSTEM SERVING THE GREATER ADAMS-YORK COUNTY REGION. AS A COMMUNITY-BASED, NOT-FOR-PROFIT ORGANIZATION, WELLSPAN IS DEDICATED TO IMPROVING THE HEALTH AND WELL-BEING OF THE PEOPLE IT SERVES. WELLSPAN WILL ASSUME A LEADERSHIP ROLE AND DEVELOP PARTNERSHIPS WITH OTHER ORGANIZATIONS TO:IMPROVE ACCESS TO COORDINATED, HIGH QUALITY, COST-EFFECTIVE AND COMPASSIONATE HEALTHCARE SERVICES; EDUCATE THE HEALTHCARE PROVIDERS OF TOMORROW; PROMOTE HEALTHY LIFESTYLES AND LIFE-LONG WELLNESS; AND MAKE ITS LOCAL COMMUNITIES HEALTHIER, MORE DESIRABLE PLACES TO LIVE, WORK AND PLAY. 0 0 561849003 1213455 464979527 WELLSPAN HEALTH, AS THE PARENT ORGANIZATION, PROVIDES NUMEROUS SHARED SERVICES TO ITS AFFILIATED ORGANIZATIONS, WHICH CONSISTS OF SEVEN ACUTE HOSPITAL CARE FACILITIES, A BEHAVIORAL HEALTH HOSPITAL, FIVE CHARITABLE FOUNDATIONS, AS WELL AS OTHER MEDICAL SERVICE FACILITIES.IN 2021, WELLSPAN PROVIDED MORE THAN $187.9 MILLION IN CHARITY AND SUBSIDIZED CARE, AS WELL AS IN COMMUNITY PROGRAMS AND OUTREACH.SEE WELLSPAN HEALTH - 2022 COMMUNITY BENEFIT REPORT: HTTPS://WWW.WELLSPAN.ORG/ABOUT/WELLSPAN-IN-THE-COMMUNITY/2022-COMMUNITY-BENEFIT-REPORT/ 561849003 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 1108 0 1 3598 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 19 16 0 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 PA X DAVID RIZZUTO 7178513055 3350 WHITEFORD ROAD YORK PA 174029081 PETER BRUBAKER DIRECTOR 1.00 0.00 X 0 0 0 DONALD DREIBELBIS DIRECTOR 1.00 0.00 X 0 0 0 ELAINE BONNEAU DIRECTOR 1.00 0.00 X 0 0 0 RICHARD BROADBENT DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM FUNK DMD DIRECTOR 1.00 0.00 X 0 0 0 MEGAN SHREVE CHAIR 1.00 0.00 X X 0 0 0 RICHARD FARR DIRECTOR 1.00 0.00 X 0 0 0 STEPHEN HOLOVIAK DIRECTOR 1.00 0.00 X 0 0 0 ROXANNA GAPSTUR PRESIDENT & CEO 40.00 0.00 X X 2170321 0 83138 PHILIP FAGUE DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM HAPPEL DIRECTOR 1.00 0.00 X 0 0 0 HILDA SHIRK VICE CHAIR 1.00 0.00 X X 0 0 0 R FRED GROFF DIRECTOR 1.00 0.00 X 0 0 0 LAURA BUCZKOWSKI TREASURER - EXECUTIVE VP & CFO 40.00 0.00 X X 840750 0 68808 JOE CROSSWHITE DIRECTOR 1.00 0.00 X 0 0 0 AMY NELSON SECRETARY - SR VP & GENERAL COUNSEL 40.00 0.00 X X 624816 0 86413 FARAAZ YOUSUF EXECUTIVE VP & COO 40.00 0.00 X X 0 0 0 MANDY ARNOLD DIRECTOR 1.00 0.00 X 0 0 0 KEVIN JACKSON DIRECTOR 1.00 0.00 X 0 0 0 ANDY WILLIFORD DIRECTOR 1.00 0.00 X 0 0 0 ANTHONY AQUILINA DO CHIEF PHYSICIAN EXECUTIVE 40.00 0.00 X 1055531 0 69823 RICHARD BAKER SR VP & CHIEF DIGITAL INFO OFFICER 40.00 0.00 X 957912 0 79457 ROBERT BATORY SR VP & CHIEF HR OFFICER 40.00 0.00 X 796918 0 69652 MICHAEL SEIM SR VP & CHIEF QUALITY OFFICER 40.00 0.00 X 928980 0 68596 MARIA ROYCE SR VP & CHIEF STRATEGY OFFICER 40.00 0.00 X 865318 0 69286 CYNTHIA FRUITRAIL SR VP & CHIEF OF STAFF 40.00 0.00 X 441978 0 56947 MEGAN LECAS SR VP - SERVICE LINES 40.00 0.00 X 494975 0 82682 DAVID VEGA MD SR VP & CHIEF MEDICAL OFFICER - WMG 0.00 40.00 X 0 626876 73338 PHILLIP NICHOLSON MD SR VP & CCO POPULATION HEALTH 40.00 0.00 X 620491 0 73023 VICTORIA DIAMOND SR VP - CENTRAL REGION 0.00 40.00 X 0 761262 67466 SHERRY STAHL SR VP - WESTERN REGION 0.00 40.00 X 0 700986 57921 JANE HYDE SR VP - WESTERN REGION 0.00 40.00 X 0 1210709 56488 DOUGLAS ARBITTIER VP SVC LINE ONOC 40.00 0.00 X 910245 0 39732 MARK DEITCH VP SVC LINE ORTHO 40.00 0.00 X 966427 0 36496 STEVEN DELAVERIS VP SVC LINE ONOCOLOGY 40.00 0.00 X 961967 0 62210 MARK KANDRYSAWTZ VP CHIEF INNOVATION OFFICER 40.00 0.00 X 588113 0 63885 KEITH NOLL SR VP & CHIEF ADMINISTRATIVE OFFICER 40.00 0.00 X 779344 0 74385 MICHAEL O'CONNOR FORMER DIRECTOR 40.00 0.00 X 833772 0 27389 JOHN PORTER JR CHIEF OPERATING OFFICER 40.00 0.00 X 1729380 0 80495 GLEN MOFFETT SR VP & GENERAL COUNSEL 40.00 0.00 X 806470 0 39320 17373708 3299833 1486950 628 1 1 0 HEALTHTRUST WORKFORCE SOLUTION 6565 N MACARTHUR BLVD STE 325 IRVING TX 75039 STAFFING SERVICES 3844451 ENABLECOMP LLC PO BOX 7988 CAROL STREAM IL 60197 CONSULTING 2906057 KAUFMAN HALL & ASSOCIATES LLC 8610 SOLUTION CENTER CHICAGO IL 60677 MANAGEMENT CONSULTING 2372379 GENPACT(UK) LIMITED 1000 HAWKINS BLVD SUITE A EL PASO TX 79915 PROFESSIONAL SERVICES 2081644 SUNSTONE CONSULTING LLC 1645 WHITLEY DR HARRISBURG PA 17111 REIMBURSEMENT CONSULTING 1863700 96 1027541 3403824 1186418 5617783 MANAGEMENT FEES 561700 456460212 455983791 476421 INSURANCE FEES 561000 8868888 8868888 ACCOUNTING FEES 541200 126848 126848 465455948 6470829 243696 6227133 2145953 258970 1851073 0 294880 258970 553850 553850 MAINTENANCE SHOP 541900 15906128 15906128 FUNDED RESEARCH 900099 1210862 1210862 OTHER INCOME 900099 763519 763519 768217 768217 18648726 496747136 464979527 720117 25429709 X 1213455 1213455 10530975 10530975 256126460 248615524 7510936 16923992 16024017 899975 31022460 29486893 1535567 18249605 17061745 1187860 3223097 3223097 95831 95831 66120441 62492855 3627586 12766973 12765695 1278 9077039 8686024 391015 59588715 59459456 129259 7554238 6910205 644033 773747 682738 91009 496967 475036 21931 20614931 20614931 43240931 38409573 4831358 33420045 33420045 REPAIRS & MAINTENANCE 18011991 18003504 8487 DUES & SUBSCRIPTIONS 3396307 2671728 724579 MEDICAL SUPPLIES 2548314 2548314 TAXES & LICENSES 1561205 1556547 4658 1366112 1365649 463 617923831 561849003 56074828 0 80067 5551 319474082 87605011 3718141 10672671 172022254 231448902 680094 647671 33906126 51380752 317634148 170339958 153345004 147294190 5177684 4583696 949310 12702278 93462230 108961154 35703093 133923 818518085 655435799 45535580 189169810 87853 7491710 12226262 11957466 569461814 500338359 448286291 179885887 1075597800 888843232 X -258546109 -235162988 1466394 1755555 -257079715 -233407433 818518085 655435799 X -121176695 -776377 145625354 X 0 1 X 1 1 1 X X 12 YORK HOSPITAL 231352222 3 1 245559308 0 GETTYSBURG HOSPITAL 231352220 3 1 55171710 0 VNA HOME HEALTH SERVICES 231352573 10 1 666340 0 WELLSPAN MEDICAL GROUP 232730785 10 1 3900316 0 WELLSPAN SURGERY & REHAB HOSPITAL 232899911 3 1 19538878 0 EPHRATA COMMUNITY HOSPITAL 231370484 3 1 43267498 0 THE GOOD SAMARITAN HOSPITAL OF LEBANON 230794160 3 1 42771851 0 PHILHAVEN 231548822 3 1 5342135 0 SUMMIT PHYSICIAN SERVICES 251716306 3 1 0 0 WAYNESBORO HOSPITAL 231360854 3 1 7345269 0 CHAMBERSBURG HOSPITAL 230465970 3 1 30006960 0 CHAMBERSBURG HEALTH SERVICES 251515376 10 1 366740 0 12 453937005 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 PART IV, SECTION D, LINE 3: THE ORGANIZATION'S GOVERNING BODY INCLUDES INDIVIDUALS WHO ALSO SERVE ON THE RESPECTIVE GOVERNING BODIES OF EACH OF THE ORGANIZATION'S SUPPORTED ORGANIZAITONS. THESE INDIVIDUALS PROVIDED EACH OF THE SUPPORTED ORGANIZATIONS WITH A SIGNIFICANT VOICE IN THE ORGANIZATION'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF THE ORGANIZATION'S INCOME OR ASSETS AT ALL TIMES DURING THE TAX YEAR, BECAUSE THESE INDIVIDUALS PARTICIPATED IN DISCUSSIONS AND VOTES OF THE ORGANIZATINO'S GOVERNING BODY TO APPROVE THE ANNUAL STRATEGIC PLAN, THE ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY EXCEPTIONS THERETO, AS WELL AS ALL MATERIAL CAPITAL EXPENDITURES AND PURCHASES OR SALES OF MATERIAL ASSETS, FOR THE ORGANIZSATION AND EACH OF ITS SUPPORTED ORGANIZATIONS. IN ADDITION, THESE INDIVIDUALS PARTICIPATED IN DISCUSSIONS AND VOTES OF THE ORGANIZATION'S GOVERNING BODY TO APPROVE THE ORGANIZATION'S INVESTMENT POLICIES, AS RECOMMENDED BY THE FINANCE AND INVESTMENT COMMITTEE OF THE ORGANIZATION'S GOVERNING BODY ALSO INCLUDES INDIVIDUALS WHO SERVE ON THE RESPECTIVE GOVERNING BODIES AND/OR REPRESENT THE INTERESTS OF EACH OF THE ORGANIZATION'S SUPPORTED ORGANIZATIONS, THUS PROVIDING EACH OF THE SUPPORTED ORGANIZATIONS WITH A SIGNIFICANT VOICE IN THE ORGANIZATION'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF THE ORGANIZATION'S INCOME OR ASSETS. PART IV, SECTION E, LINE 3A: THE BOARD OF THE ORGANIZATION ELECTS THE BOARDS OF ITS SUPPORTED ORGANIZATIONS WITH THE EXCEPTION OF VNA HOME HEALTH SERVICES. THE BOARDS ARE ELECTED BY THEIR SOLE MEMBERS, WELLSPAN HEALTH CARE SERVICES AND WELLSPAN SURGERY & REHABILITATION HOSPITAL, RESPECTIVELY. THE ORGANIZATION IS THE SOLE MEMBER OF BOTH OF THESE ORGANIZATIONS AND, AS SUCH, ELECTS THE BOARDS OF WELLSPAN HEALTH CARE SERVICES AND WELLSPAN SURGERY & REHABILITATION HOSPITAL PART IV, SECTION E, LINE 3B: THE MISSION OF THE ORGANIZATION IS WORKING AS ONE TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES. THE SUPPORTED ORGANIZATIONS ALL PLAY ROLES IN THIS MISSION. THE ORGANIZATION PROVIDES MANAGEMENT SERVICES TO THE SUPPORTED ORGANIZATIONS AND THE CEO AND CFO OF THE ORGANIZATION SERVE ON THE BOARDS OF THE SUPPORTED ORGANIZATIONS. FURTHER, THE BOARDS OF THE SUPPORTED ORGANIZATIONS ARE ELECETED BY THE ORGANIZATION OR BY A SOLE MEMBER WHOSE BOARD HAS BEEN ELECTED BY THE ORGANIZATION. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1466394 1398675 1109514 1755555 1613190 694475 103 841374 1466394 487662 1756308 452 631232 1613190 456272 1015660 195 984465 487662 482759 824317 3341 854145 456272 0.00000 0.00000 1.00000 1 1 1 7755772 7755772 85107180 4415006 80692174 7309422 4306374 3003048 206070071 161618578 44451493 11391703 11391703 147294190 LIABILITY SELF INSURANCE RESERVE 92947635 INTERCOMPANY PAYABLE 10298355 POST RETIREMENT BENEFIT OBLIGATIONS 32485815 LEASE PAYABLE 16633861 DEFERRED EMPLOYER FICA TAXES - CARES ACT 27520221 179885887 X 917111020 -776377 26662019 25885642 891225378 -394478242 -394478242 496747136 1010658629 394818265 394818265 615840364 2083467 2083467 617923831 PART V, LINE 4: THE FUNDS WERE USED TO IMPROVE THE HEALTH AND WELFARE OF THE RESIDENTS OF YORK, ADAMS, LANCASTER, LEBANON AND SURROUNDING COUNTIES OF PENNSYLVANIA. PART X, LINE 2: IN JUNE 2006, THE FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) ISSUED INTERPRETATION NO. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES-AN INTERPRETATION OF FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES (FIN 48), WHICH CREATES A SINGLE MODEL TO ADDRESS UNCERTAINTY IN TAX POSITIONS AND CLARIFIES THE ACCOUNTING FOR INCOME TAXES BY PRESCRIBING THE MINIMUM RECOGNITION THRESHOLD A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. UNDER THE REQUIREMENTS OF FIN 48, TAX-EXEMPT ORGANIZATIONS COULD NOW BE REQUIRED TO RECORD AN OBLIGATION AS THE RESULT OF A TAX POSITION THEY HAVE HISTORICALLY TAKEN OR VARIOUS TAX EXPOSURE ITEMS. PRIOR TO FIN 48, THE DETERMINATION OF WHEN TO RECORD A LIABILITY FOR TAX EXPOSURE WAS BASED ON WHETHER A LIABILITY WAS CONSIDERED PROBABLE AND REASONABLY ESTIMABLE IN ACCORDANCE WITH SFAS NO.5, ACCOUNTING FOR CONTINGENCIES. ON JULY 1, 2007, THE PARENT COMPANY, WELLSPAN HEALTH, ADOPTED FIN 48. WELLSPAN HEALTH DETERMINED THAT IT DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THROUGH JUNE 30, 2022. PART XI, LINE 2D - OTHER ADJUSTMENTS: GRANTS -1,083,467. FEDERAL EXCISE TAX -1,000,000. CHANGE IN FV DERIVATIVE -306,410. GAIN ON PENSION PLAN 29,051,896. PART XI, LINE 4B - OTHER ADJUSTMENTS: NET ASSET ACTIVITY 340,023. WELLSPAN SYSTEM ALLOCATION - INSURANCE -394,818,265. PART XII, LINE 2D - OTHER ADJUSTMENTS: WELLSPAN SYSTEM ALLOCATION - INSURANCE 394,818,265. PART XII, LINE 4B - OTHER ADJUSTMENTS: GRANTS 1,083,467. FEDERAL EXCISE TAX 1,000,000. 1 CENTRAL PA FOOD BANK 3908 COREY RD HARRISBURG PA 17109 232202250 501(C)(3) 50000 0 GENERAL SUPPORT COSTA ACADEMY 1580 ORCHARDS DRIVE CHAMBERSBURG PA 17201 812683324 501(C)(3) 75000 0 GENERAL SUPPORT FAMILY FIRST HEALTH 116 S GEORGE ST YORK PA 17401 237118262 501(C)(3) 32000 0 GENERAL SUPPORT FIRST AID AND SAFETY PATROL PO BOX 108 LEBANON PA 17042 236299777 501(C)(3) 25000 0 GENERAL SUPPORT COMMUNITY HEALTH COUNCIL OF LEBANON COUNTY 615 CUMBERLAND ST LEBANON PA 17042 251840951 501(C)(3) 86000 0 GENERAL SUPPORT FRIENDS & NEIGHBORS OF PA INC 2723 CARLTON PLACE YORK PA 17408 262526908 501(C)(3) 55000 0 GENERAL SUPPORT GOOD SAMARITAN SERVICES 616 N LIME ST LANCASTER PA 17602 233011817 501(C)(3) 40000 0 GENERAL SUPPORT HEALTHY ADAMS BICYCLE 523 MORITZ RD ORRTANNA PA 17353 141951798 501(C)(3) 25000 0 GENERAL SUPPORT HANOVER AREA YMCA 500 N GEORGE ST HANOVER PA 17331 237172265 501(C)(3) 41667 0 GENERAL SUPPORT LATINOS UNIDOS PO BOX 20651 YORK PA 17402 825516605 501(C)(3) 32350 0 GENERAL SUPPORT LEBANON COUNTY 400 S EIGHTH ST LEBANON PA 17042 236003032 501(C)(3) 148433 0 GENERAL SUPPORT LEBANON VALLEY VOLUNTEER PO BOX 333 LEBANON PA 17042 263915958 501(C)(3) 16875 0 GENERAL SUPPORT LEBANON FAMILY HEALTH SERVICES 615 CUMBERLAND ST LEBANON PA 17042 231900450 501(C)(3) 12022 0 GENERAL SUPPORT LEBANON VALLEY VOLUNTEERS IN MEDICINE CLINIC 711 SOUTH 8TH ST LEBANON PA 17042 263915958 501(C)(3) 16875 0 GENERAL SUPPORT LIBRARY SYSTEM OF LANCASTER CO 1866 COLONIAL VILLAGE DRIVE STE 107 LANCASTER PA 17601 232495408 501(C)(3) 11285 0 GENERAL SUPPORT LIFEPATH CHRISTIAN MINITRIES PO BOX 1968 YORK PA 17405 236444734 501(C)(3) 20000 0 GENERAL SUPPORT MOVEMENT YORK 678 E MARKET ST YORK PA 17403 844488642 501(C)(3) 15000 0 GENERAL SUPPORT REAL LIFE COMMUNITY 240 MAIN ST STE B DENVER PA 17517 261683406 501(C)(3) 20000 0 GENERAL SUPPORT SPANISH AMERICAN MULTICULTURAL 426 SOUTH GEORGE ST YORK PA 17401 852555596 501(C)(3) 55000 0 GENERAL SUPPORT US UKRAINE FOUNDATION 6312 SEVEN CORNERS CENTER FALLS CHURCH VA 22044 521778729 501(C)(3) 10000 0 GENERAL SUPPORT UNION COMMUNITY CARE 812 N PRINCE ST LANCASTER PA 17603 231909490 501(C)(3) 15000 0 GENERAL SUPPORT VALLEY YOUTH HOUSE CO 3400 HIGH POINT BOULEVARD BETHLEHEM PA 18017 237178820 501(C)(3) 7500 0 GENERAL SUPPORT WILSON COLLEGE 1015 PHILADELPHIA AVE CHAMBERSBURG PA 17201 231352692 501(C)(3) 100000 0 GENERAL SUPPORT YORK COUNTY FOOD 254 WEST PRINCESS ST YORK PA 17401 232452484 501(C)(3) 156000 0 GENERAL SUPPORT YORK COUNTY LIBRARY 254 WEST PRINCESS ST YORK PA 17401 232452484 501(C)(3) 5735 0 GENERAL SUPPORT YORK DAY NURSERY 450 E PHILADELPHIA ST YORK PA 17403 231649205 501(C)(3) 25000 0 GENERAL SUPPORT 26 0 PART I, LINE 2: ALL WELLSPAN ENTITIES FOLLOW WELLSPAN POLICIES AND PROCEDURES REGARDING GRANT PROJECTS (MAP 107) TO ENSURE THAT THE USE OF GRANT FUNDS ARE CONSISTENT WITH WELLSPAN'S MISSION OF WORKING AS ONE TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES. COMMUNITY SUPPORT IS PROVIDED IN THE FORM OF GRANTS, WHICH SERVE HEALTH-RELATED PURPOSES AND ARE IN ALIGNMENT WITH THE WELLSPAN MISSION. ALL GRANTS ARE MADE TO ELIGIBLE 501(C)(3) ORGANIZATIONS AND INCLUDE CHURCHES, PUBLIC SCHOOLS, PUBLIC CHARITIES, PUBLIC CLINICS AND HOSPITALS, LEGAL AID SOCIETIES, VOLUNTEER SERVICES ORGANIZATIONS, AND SOME GOVERNMENTAL AGENCIES. WE MAINTAIN ADEQUATE RECORDS TO SUBSTANTIATE AMOUNTS, ELIGIBILITY, AND SELECTION CRITERIA USED FOR ALL GRANTS. X 1 1 X X X X 0 1 0 0 0 0 0 0 0 ROXANNA GAPSTUR PRESIDENT & CEO 1345021 0 825300 0 0 0 12765 0 70373 0 2253459 0 0 0 JOHN PORTER JR CHIEF OPERATING OFFICER 751761 0 624894 0 352725 0 15615 0 64880 0 1809875 0 323133 0 JANE HYDE SR VP - WESTERN REGION 0 391128 0 171738 0 647843 0 15615 0 40873 0 1267197 0 647708 ANTHONY AQUILINA DO CHIEF PHYSICIAN EXECUTIVE 729271 0 326250 0 10 0 15615 0 54208 0 1125354 0 0 0 RICHARD BAKER SR VP & CHIEF DIGITAL INFO OFFICER 503748 0 431880 0 22284 0 19644 0 59813 0 1037369 0 0 0 STEVEN DELAVERIS VP SVC LINE ONOCOLOGY 557469 0 249339 0 155159 0 9815 0 52395 0 1024177 0 66490 0 MARK DEITCH VP SVC LINE ORTHO 590208 0 0 0 376219 0 12284 0 24212 0 1002923 0 300341 0 MICHAEL SEIM SR VP & CHIEF QUALITY OFFICER 640895 0 288000 0 85 0 14254 0 54342 0 997576 0 0 0 DOUGLAS ARBITTIER VP SVC LINE ONOC 532883 0 0 0 377362 0 3681 0 36051 0 949977 0 298072 0 MARIA ROYCE SR VP & CHIEF STRATEGY OFFICER 465993 0 388376 0 10949 0 16267 0 53019 0 934604 0 0 0 LAURA BUCZKOWSKI TREASURER - EXECUTIVE VP & CFO 653090 0 187650 0 10 0 15722 0 53086 0 909558 0 0 0 ROBERT BATORY SR VP & CHIEF HR OFFICER 422106 0 356064 0 18748 0 19759 0 49893 0 866570 0 0 0 MICHAEL O'CONNOR FORMER DIRECTOR 94517 0 400546 0 338709 0 3492 0 23897 0 861161 0 256622 0 KEITH NOLL SR VP & CHIEF ADMINISTRATIVE OFFICER 513221 0 243781 0 22342 0 37125 0 37260 0 853729 0 0 0 GLEN MOFFETT SR VP & GENERAL COUNSEL 219631 0 354508 0 232331 0 8700 0 30620 0 845790 0 144337 0 VICTORIA DIAMOND SR VP - CENTRAL REGION 0 515660 0 235613 0 9989 0 15473 0 51993 0 828728 0 0 SHERRY STAHL SR VP - WESTERN REGION 0 441050 0 200856 0 59080 0 25637 0 32284 0 758907 0 0 AMY NELSON SECRETARY - SR VP & GENERAL COUNSEL 406483 0 202500 0 15833 0 37100 0 49313 0 711229 0 0 0 DAVID VEGA MD SR VP & CHIEF MEDICAL OFFICER - WMG 0 424252 0 194441 0 8183 0 23854 0 49484 0 700214 0 0 PHILLIP NICHOLSON MD SR VP & CCO POPULATION HEALTH 414997 0 187267 0 18227 0 22931 0 50092 0 693514 0 0 0 MARK KANDRYSAWTZ VP CHIEF INNOVATION OFFICER 424356 0 155570 0 8187 0 39000 0 24885 0 651998 0 0 0 MEGAN LECAS SR VP - SERVICE LINES 329067 0 150975 0 14933 0 37380 0 45302 0 577657 0 0 0 CYNTHIA FRUITRAIL SR VP & CHIEF OF STAFF 336443 0 105450 0 85 0 15700 0 41247 0 498925 0 0 0 PART I, LINE 1A MML INVESTOR SERVICES PROVIDED ADVISORY FINANCIAL PLANS FOR TWO EXECUTIVES. THIS WAS A TAXABLE FRINGE BENEFIT FOR EACH. EACH PARTICIPANT WAS PROVIDED WITH A TAXABLE BONUS TO COVER THE TAXES. PART I, LINE 4B THE WELLSPAN HEALTH SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WAS ADOPTED AND MADE EFFECTIVE ON DECEMBER 19TH, 2008. THE OBJECTIVE OF THE EXECUTIVE BENEFITS PROGRAM IS TO PROVIDE AN EXECUTIVE BENEFITS PROGRAM THAT IS COMPETITIVE WITH NATIONAL NORMS IN THE HEALTHCARE INDUSTRY FOR SIMILARLY SIZED ORGANIZATIONS ENABLING WELLSPAN HEALTH TO RECRUIT AND RETAIN TOP EXECUTIVE TALENT. TIER I EXECUTIVES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1) PROVIDE AN EMPLOYER SPONSORED RETIREMENT BENEFIT THAT REPLACES 60% OF AVERAGE PRE-RETIREMENT (5 YEARS) BASE COMPENSATION THROUGH A COMBINED APPROACH UTILIZING WELLSPAN'S RETIREMENT PLAN, 50% OF SOCIAL SECURITY, SPLIT-DOLLAR LIFE INSURANCE BENEFIT, AND SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT. 2) PROVIDES A MINIMUM BENEFIT AFTER 10 YEARS OF SERVICE. 3) PROVIDES THE FULL TARGETED BENEFIT AFTER 25 YEARS OF SERVICE. 4) BENEFIT IS VESTED WHEN ELIGIBLE EXECUTIVE REACHES AGE 65. THE BENEFIT IS ALSO VESTED UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5) CREDITED SERVICE GRANTED ON A 1:2 BASIS FOR PREVIOUS SERVICE IN AN ELIGIBLE TIER II POSITION. 6) TARGETED BENEFIT IS TO BE CALCULATED USING A 15 YEAR CERTAIN PAYOUT. 7) PAYOUT WILL BE IN A LUMP SUM. 8) PAYOUT WILL BE TAXABLE WHEN VESTED. DURING THE CALENDAR YEAR 2021, THE FOLLOWING INDIVIDUALS RECEIVED A SERP DISTRIBUTION OF: GLEN MOFFETT - 144,337 JOHN PORTER - 323,133 MICHAEL O'CONNOR - 256,622 JANE HYDE - 647,708 THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN WAS ADOPTED AND MADE EFFECTIVE AS OF JULY 1, 2017. THIS PLAN WILL REPLACE THE SERP. AS PART OF THE TRANSITION, EACH PARTICIPANT IN THE SERP WAS GIVEN A ONE-TIME CHOICE TO BE GRANDFATHERED IN THE SERP OR TRANSFER TO THE NEW WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN. THE OBJECTIVE OF THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN IS TO ATTRACT AND RETAIN EXECUTIVE AND UPPER-LEVEL MANAGEMENT EMPLOYEES OF OUTSTANDING ABILITY. TIERS I, II, III AND A SELECT GROUP OF TIER IV EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1)PROVIDE AN UNFUNDED DEFERRED COMPENSATION BENEFIT TO A SELECT GROUP OF MANAGEMENT AND HIGHLY COMPENSATED EMPLOYEES. 2)PLAN ACCOUNT CONTRIBUTIONS ARE CREDITED EACH YEAR TO A SUBACCOUNT, BASED UPON VARIOUS TIER LEVELS; TIER I, 22%, TIER II, 17%, TIER III, 12%, AND TIER IV, 8%. 3)PARTICIPANT ACCOUNTS ARE CREDITED INTEREST EACH YEAR BY APPLICATION OF THE 30-YEAR U.S. TREASURY RATE ON JUNE 30 OF THE PLAN YEAR THEN ENDING, PLUS ONE PERCENT (1%). 4)PARTICIPANT VESTING OCCURS ON THE EARLIER OF: A)JUNE 30TH OF THE FOURTH PLAN YEAR: 25% PER YEAR B)PARTICIPANT REACHES AGE 65. C)UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5)NON-ELECTIVE EMPLOYER CONTRIBUTIONS ARE ALSO PERMITTED. 6)PLAN DISTRIBUTIONS TO BE ADMINISTERED PER THE PLAN DOCUMENT. DURING THE CALENDAR YEAR 2021, THE FOLLOWING INDIVIDUALS RECEIVED DISTRIBUTIONS FROM THE DEFERRED COMPENSATION PLAN: STEVEN L. DELAVERIS - 66,490 MARK A. DEITCH - 300,341 DOUGLAS A. ARBITTIER - 298,072 ADDITIONALLY, ANY VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE, ARE REFLECTED IN SCHEDULE J, PART II, COLUMN B(III). A GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 2018-03-13 1618293 REFUND 2008A BONDS 0 0 0 B GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 2018-09-04 1360077 REFUND 2008A BONDS 0 0 0 C GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 84129NMG1 2019-04-13 9868816 REFUND BONDS ISSUED 11/12/2008 0 0 0 A 747922 1618293 4805 1613488 2018 0 1 1 1 B 102080 1360077 3945 1356132 2018 0 1 1 1 C 9868816 45936 9822880 2019 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 1 0 1 0 0 0 1 B 0 0 1 0 1 0 0 0 1 C 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 SCHEDULE K, PART I, COLUMN (E) - ISSUE PRICE WELLSPAN HEALTH, THE PARENT ORGANIZATION, ALLOCATED PORTIONS OF THE PROCEEDS OF THIS TAX-EXEMPT BOND ISSUE TO MEMBERS OF THE OBLIGATED GROUP. THE AMOUNT ON SCHEDULE K, PART I, COLUMN (E) AND PART II, LINE 3 REPRESENTS THE ENTITY'S ALLOCATED PORTION OF THE TOTAL BOND PROCEEDS, AS SHOWN ON FORM 8038, PART III, LINE 21(B). ALL ITEMS IN PART II HAVE ALSO BEEN ALLOCATED. SCHEDULE K, PART III, LINE 4 & 5 - PRIVATE BUSINESS USE THE ENTITY, IN CONJUNCTION WITH BOND COUNSEL, MONITORS ACTIVITIES THAT MAY RESULT IN PRIVATE BUSINESS USE. THERE WERE NONE FOUND. FORM 990, PART VI, SECTION A, LINE 7A THE PRIMARY PURPOSE OF THE GOVERNANCE COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO DEVELOP AND SUPPORT THE CULTURE OF HIGH-FUNCTIONING GOVERNANCE WITHIN THE WELLSPAN SYSTEM, INCLUDING THROUGH POLICIES, NOMINATIONS, COMPETENCIES OF DIRECTORS, EDUCATION, AND SELF-EVALUATIONS. THE GOVERNANCE COMMITTEE SHALL CONSIST OF NOT LESS THAN FIVE (5) NOR MORE THAN SEVEN (7) MEMBERS. NEITHER THE CHAIR OF THE WELLSPAN HEALTH BOARD OF DIRECTORS NOR PERSONS WHO ARE NOT MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, MAY BE APPOINTED TO THE COMMITTEE. EACH GOVERNANCE COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A GOVERNANCE COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE GOVERNANCE COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE GOVERNANCE COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. OVERSEE THE PROCESS OF SELECTING AND NOMINATING DIRECTORS AND OFFICERS FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING ENSURING THAT DIRECTOR NOMINEES MEET THE QUALIFICATIONS REQUIRED BY THE RELEVANT BOARD COMPOSITION AND COMPETENCY GRID AND CHARACTERISTICS, BYLAWS, AND BOARD-APPROVED POLICIES AND GUIDELINES, AS APPLICABLE, AND ESTABLISH OTHER CRITERIA THAT ARE DESIRABLE FOR DIRECTORS; 2. IDENTIFY, EVALUATE AND SCREEN DIRECTOR CANDIDATES FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM (INCLUDING INCUMBENT DIRECTORS FOR POTENTIAL RE-NOMINATION), AND NOMINATE QUALIFIED INDIVIDUALS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS FOR: (A) APPOINTMENT OR REAPPOINTMENT TO REGULAR TERMS, OR (B) APPOINTMENT TO FILL THE REMAINING TERM OF ANY GOVERNING BOARD VACANCIES; 3. REVIEW ANNUALLY THE SIZE, COMPOSITION AND LEADERSHIP OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS AS A WHOLE, ITS COMMITTEES, AND ANY ADVISORY BODIES, MAKE A DETERMINATION OF WHETHER THE BOARD, ITS COMMITTEES AND ANY ADVISORY BODIES REFLECT THE APPROPRIATE BALANCE OF INDEPENDENCE, SOUND JUDGMENT, BUSINESS SPECIALIZATION, TECHNICAL SKILLS, DIVERSITY, FUNDRAISING AND DEVELOPMENT ABILITY, GEOGRAPHIC AND DEMOGRAPHIC REPRESENTATION, AND OTHER DESIRED QUALITIES, AND RECOMMEND ANY APPROPRIATE CHANGES TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 4. COORDINATE AND OVERSEE A PERIODIC SELF-EVALUATION OF THE ROLE AND PERFORMANCE OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS, ITS COMMITTEES, AND ANY ADVISORY BODIES, AND EACH OF THEIR DIRECTORS AND OFFICERS; 5. DEVELOP AND RECOMMEND FOR APPROVAL BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, REVIEW THE EFFECTIVENESS OF, AND RECOMMEND MODIFICATIONS AS APPROPRIATE TO, THE ORGANIZATION'S COMMITTEE STRUCTURE AND ORGANIZATIONAL DOCUMENTS, INCLUDING THE ARTICLES OF INCORPORATION, BYLAWS, BOARD-APPROVED POLICIES AND GUIDELINES, AND COMMITTEE CHARTERS; 6. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE THE RESPONSIBILITY FOR BOARD EDUCATION AND BOARD RETREAT PLANNING. IN ADDITION, THE GOVERNANCE COMMITTEE SHALL COORDINATE WITH MANAGEMENT TO DEVELOP AND IMPLEMENT AN EFFECTIVE ORIENTATION PROGRAM FOR NEW DIRECTORS, INCLUDING ASSIGNMENT OF EXPERIENCED DIRECTORS AS APPROPRIATE MENTORS OF NEW DIRECTORS. 7. REVIEW EMERGING CORPORATE GOVERNANCE ISSUES AND BEST GOVERNANCE PRACTICES AND MAKE APPROPRIATE RECOMMENDATIONS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 8. CONDUCT A PERIODIC SELF-EVALUATION OF THE PERFORMANCE OF THE COMMITTEE, INCLUDING ITS EFFECTIVENESS AND COMPLIANCE WITH THIS CHARTER, AND RECOMMEND TO THE WELLSPAN HEALTH BOARD OF DIRECTORS MODIFICATIONS AS APPROPRIATE; 9. THE GOVERNANCE COMMITTEE SHALL MAINTAIN MINUTES OF GOVERNANCE COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE GOVERNANCE COMMITTEE, ANY RECOMMENDATIONS OF THE GOVERNANCE COMMITTEE, AND ANY OTHER MATTERS THE GOVERNANCE COMMITTEE DEEMS APPROPRIATE OR THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 10. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE GOVERNANCE COMMITTEE FROM TIME TO TIME. THE GOVERNANCE COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE. THE GOVERNANCE COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE GOVERNANCE COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE GOVERNANCE COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY TO TAKE FINAL AND BINDING ACTIONS ON BEHALF OF WELLSPAN HEALTH, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE GOVERNANCE COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT PROVIDED AN ELECTRONIC COPY OF THE FORM 990 TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY, PRIOR TO ITS FILING WITH THE IRS. THE ORGANIZATION'S FINANCE MANAGEMENT TEAM PROVIDED A PRESENTATION TO THE AUDIT COMMITTEE ON THE ORGANIZATION'S 990 RETURN. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE A WELLSPAN HEALTH "CONFLICT OF INTEREST DISCLOSURE STATEMENT" QUESTIONNAIRE ANNUALLY. THE INTERNAL AUDIT DEPARTMENT OF WELLSPAN HEALTH ADMINISTERS THE QUESTIONNAIRES. THERE SHALL BE FULL DISCLOSURE BY A DIRECTOR HAVING A BUSINESS OR PERSONAL INTEREST OR RELATIONSHIP WHICH MAY BE IN CONFLICT WITH THE INTERESTS OF THE CORPORATION. AFTER SUCH DISCLOSURE, THE DIRECTOR SHALL ABIDE BY THE DETERMINATION OF THE BOARD OF DIRECTORS AS TO WHETHER A CONFLICT EXISTS, THE EXTENT TO WHICH, IF AT ALL, THE DIRECTOR WILL BE PERMITTED TO BE PRESENT DURING THE BOARD OF DIRECTORS' DISCUSSION OF THE MATTER IN WHICH THE DIRECTOR MAY BE INTERESTED, AND WHETHER THE DIRECTOR WILL BE PERMITTED TO PARTICIPATE IN SUCH DISCUSSION AND CAST A VOTE IN SUCH MATTER. ADDITIONALLY, ALL BOARD MEMBERS, EMPLOYEES, STUDENTS, AND VOLUNTEERS OF WELLSPAN HEALTH AND ITS RELATED ORGANIZATIONS MUST COMPLETE A "CODE OF CONDUCT" FORM TO ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS THAT WE ALL HAVE AN OBLIGATION TO ACT IN WAYS THAT WILL MERIT THE TRUST, CONFIDENCE, AND RESPECT OF THE COMMUNITY WE SERVE, OTHER HEALTH CARE PROVIDERS, AND ALL OF THOSE WITH WHOM WE INTERACT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE OF WELLSPAN HEALTH IS RESPONSIBLE FOR REWARDING AND REINFORCING KEY EXECUTIVES FOR THE ACHIEVEMENT OF ANNUAL AND LONG-TERM PERFORMANCE OBJECTIVES. THE PRIMARY PURPOSE OF WELLSPAN HEALTH COMPENSATION COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO REVIEW COMPENSATION PACKAGES OFFERED AND/OR PAID TO SENIOR SYSTEM EXECUTIVES AND PRACTICING PHYSICIANS EMPLOYED WITHIN THE SYSTEM. THE COMPENSATION COMMITTEE SHALL MONITOR AND EVALUATE THE PERFORMANCE OF THE PRESIDENT AND CEO OF WELLSPAN HEALTH AND SHALL, AT LEAST ANNUALLY, COORDINATE THE IN-PERSON PERFORMANCE REVIEW OF THE PRESIDENT AND CEO BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE SHALL CONSIST OF 5-10 MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, INCLUDING THE CHAIR AND THE VICE CHAIR. EACH COMPENSATION COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A COMPENSATION COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE COMPENSATION COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). THE COMPENSATION COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE COMPENSATION COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE COMPENSATION COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE COMPENSATION COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. SET, PERIODICALLY REVIEW AND ENSURE COMPLIANCE WITH THE EXECUTIVE COMPENSATION PHILOSOPHY FOR WELLSPAN, IN AN EFFORT TO ATTRACT AND RETAIN HIGH QUALITY EXECUTIVES, WHILE CONSIDERING COMPENSATION OFFERED TO THOSE IN COMPARABLE POSITIONS IN SIMILAR EMPLOYMENT MARKETS AS WELL AS THE SYSTEM'S NEEDS AND FINANCIAL RESOURCES. 2. RECOMMEND APPROVAL OF EXECUTIVE COMPENSATION PROGRAM ELEMENTS (INCENTIVES, SUPPLEMENTAL BENEFITS, ETC.). 3. IN CONJUNCTION WITH THE WELLSPAN HEALTH BOARD OF DIRECTORS, EVALUATE PERFORMANCE AND ESTABLISH COMPENSATION FOR THE PRESIDENT & CEO OF WELLSPAN HEALTH. 4. EVALUATE EXECUTIVE TEAM PERFORMANCE AND ESTABLISH AWARDS. 5. RECOMMEND APPROVAL OF SENIOR EXECUTIVE BASE SALARY RANGES. 6. ALIGN EXECUTIVE COMPENSATION WITH EXECUTIVE TALENT MANAGEMENT AND SUCCESSION. 7. OVERSEE EMPLOYED PHYSICIAN COMPENSATION PROGRAM. 8. THE COMPENSATION COMMITTEE SHALL MAINTAIN MINUTES OF COMPENSATION COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES, AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE COMPENSATION COMMITTEE, ANY RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, AND ANY OTHER MATTERS THE COMPENSATION COMMITTEE DEEMS APPROPRIATE TO THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 9. THE COMPENSATION COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE COMPENSATION COMMITTEE FROM TIME TO TIME. THE COMPENSATION COMMITTEE ALSO UTILIZES THE SERVICES OF SULLIVANCOTTER, AN INDEPENDENT, THIRD-PARTY HEALTH CARE COMPENSATION CONSULTANT, TO ALIGN AND STRUCTURE WORKFORCE COMPENSATION AND BENEFIT STRATEGIES THAT SUPPORT ENTERPRISE-WIDE TRANSFORMATION AND BUSINESS PERFORMANCE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, POLICIES, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 70,794. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 70,794. OUTSIDE SERVICES: PROGRAM SERVICE EXPENSES 57,176,937. MANAGEMENT AND GENERAL EXPENSES 828,883. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 58,005,820. PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 5,315,918. MANAGEMENT AND GENERAL EXPENSES 2,727,909. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 8,043,827. FORM 990, PART XI, LINE 9: CHANGE IN FV DERIVATIVE -306,410. CHANGE IN RETIREMENT -5,906,770. GAIN ON PENSION PLAN 29,051,896. TRANSFERS TO AFFILIATES 125,535,433. UNREALIZED LOSS ON JOINT VENTURE PURCHASE -2,748,795. APPLE HILL SURGICAL CENTER INC PO BOX 2767 YORK PA 174052767 222842253 SOLE GP IN LP. 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