2023-08-15T15:09:48-05:00 2021-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON ST BOSTON MA 02116 990 2020-10-01 463756713 HUDSON VALLEY CARDIOVASCULAR PRACTICE PC HUDS 8454759500 45 READE PLACE POUGHKEEPSIE NY 12601 DANIEL DEBARBA CFO & TREASURER 8454759500 2023-08-14 1 DANIEL DEBARBA 999009999 GEORGE F PAGANO P01978122 6172662000 2023-08-14 2 AAL1 IAL1 2020 2023-04-26 12:10:37Z CHRISTOPHER M LEHRACH M 45 READE PLACE POUGHKEEPSIE NY 12601 54008950 0 X WWW.NUVANCEHEALTH.ORG X 2013 NY TO PROVIDE COMPREHENSIVE CARDIOVASCULAR SERVICES TO THE PATIENTS IN THE HUDSON VALLEY. 1 0 207 0 0 0 0 0 42933593 53835647 510 1015 769598 172288 43703701 54008950 0 0 0 0 38002743 43862440 0 0 0 7033250 7101157 45035993 50963597 -1332292 3045353 15329648 50537643 24461947 56939003 -9132299 -6401360 X THE MISSION STATEMENT IS TO 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 29497273 32193021 PROVIDE CARDIOVASCULAR CARE TO PATIENTS IN THE HUDSON VALLEY. 18230308 19896371 ADMIN/SUBSIDY REVENUE IS SUBSIDIZED INCOME FROM RELATED HOSPITALS (VASSAR BROTHERS MEDICAL CENTER, NORTHERN DUTCHESS HOSPITAL, PUTNAM HOSPITAL AND SHARON HOSPITAL). 1394530 1521976 AFFILIATE REVENUE IS RECOGNIZED FOR PHYSICIAN OVERSIGHT MANAGEMENT FEES FROM ITS SUPPORTED ORGANIZATIONS. 363040 396218 EXPENSES REVENUE PHYSICIAN STIPEND $205,498.31 $224,279.00RESEARCH REVENUE 139,024.81 151,730.42QUALITY INCENTIVE 13,138.46 14,339.20EKG READS 4,027.89 4,396.00MEDICAL RECORDS 789.96 862.15DEPOSITION FEE 412.32 450.00PURCHASE DISCOUNT 130.03 141.91REBATES & REFUNDS 17.99 19.63 363040 396218 49485151 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 9 0 207 0 0 0 0 0 0 0 0 0 0 0 X 1 0 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 0 0 1 0 NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X CHRISTOPHER M LEHRACH MD HVCP PRES./CHIEF PHYSICIAN EXECUTIVE 1.00 40.00 X X 0 765443 37335 STEVEN H ROSENBERG CFO & TREASURER 1.00 40.00 X 0 1701396 642496 DR MARK K WARSHOFSKY SVP & SYS. CHAIR HEART & VASC. INST. 3.00 40.00 X 0 758800 52662 KELLI STOCK VP HEART & VASCULAR INST. 3.00 40.00 X 0 153493 11701 ZUBAIR JAFAR MD PHYSICIAN INTERVENTIONAL 40.00 0.00 X 936476 0 57803 SIMON GORWARA MD PHYSICIAN INTERVENTIONAL 40.00 2.00 X 909010 0 54461 LAWRENCE W SOLOMON MD PHYSICIAN NON-INVASIVE 40.00 0.00 X 883747 0 49453 KAMRAN HALEEM MD PHYSICIAN NON-INVASIVE 40.00 0.00 X 891111 0 50718 JULIE LING MD PHYSICIAN NON-INVASIVE 40.00 0.00 X 887134 0 55796 DANIEL J O'DEA MD FORMER PRESIDENT 16.00 24.00 X 416145 1025557 47297 GLENN A LOOMIS MD FORMER HVCP PRESIDENT 0.00 0.00 X 0 390833 0 DENISE GEORGE FORMER CORP. SECRETARY 0.00 43.00 X 0 608072 46841 4923623 5403594 1106563 54 1 1 0 ALLSCRIPTS HEALTHCARE LLC 305 CHURCH AT NORTH HILL STREET RALEIGH NC 27609 BILLING SYSTEM 177973 1 NET PATIENT SERV. REV. 621110 30442169 30442169 ADMIN FEE/SUBSIDY 900099 19896371 19896371 COVID STIMULUS 900099 1750852 1750852 AFFILIATE REVENUE 532000 1521976 1521976 PHYSICIAN STIPEND 621110 224279 224279 53835647 1015 1015 RESEARCH REVENUE 900099 151730 151730 QUALITY INCENTIVE 900099 14339 14339 EKG READS 900099 4396 4396 1823 1474 349 172288 54008950 54007586 0 1364 38135732 37326533 809199 1064241 1041659 22582 3143867 3077158 66709 1518600 1486377 32223 41613 41613 38991 38991 295283 295283 3231976 3163397 68579 33381 32673 708 276490 270623 5867 724140 708775 15365 1017365 995777 21588 20091 19665 426 2601 2546 55 110 110 557845 546008 11837 520118 474523 45595 MEDICAL SUPPLIES 255181 255181 EQUIP RENT/MAINT 59931 58659 1272 DUES & SUBSCRIPTIONS 26041 25487 554 50963597 49485151 1478446 0 3124866 25043966 1326623 889266 711236 702579 5976692 3018842 3447825 2957850 3341997 3341997 3377101 17601985 15329648 50537643 3552712 9457441 20909235 47481562 24461947 56939003 X -9132299 -6401360 -9132299 -6401360 15329648 50537643 X 3045353 -314414 X 0 1 X 1 1 1 X 26974470 29331079 23219858 42933593 53835647 176294647 26974470 29331079 23219858 42933593 53835647 176294647 0 0 0 176294647 72 510 1015 1597 72 510 1015 1597 247186 333671 302755 769598 172288 1825498 27221656 29664750 23522685 43703701 54008950 178121742 0.98970 0.98500 0.00000 0.00000 X PART III, LINE 12, EXPLANATION FOR OTHER INCOME MEDICAL RECORDS 2018 AMOUNT: $ 593 2019 AMOUNT: $ 1,045 MOUNTAINSIDE EKG 2018 AMOUNT: $ 3,416 2020 AMOUNT: $ 4,396 NYS CONTROLLER (TAX REFUND) 2018 AMOUNT: $ 86,644 PEPSI COMMISSION 2018 AMOUNT: $ 428 QUALITY INSURANCE INCENTIVE 2015 AMOUNT: $ 179,017 2016 AMOUNT: $ 23,870 2017 AMOUNT: $ 87,195 2018 AMOUNT: $ 43,121 2019 AMOUNT: $ 656,251 2020 AMOUNT: $ 14,339 RESEARCH REVENUE 2018 AMOUNT: $ 168,553 2019 AMOUNT: $ 111,352 2020 AMOUNT: $ 151,730 STUDY REVENUE 2015 AMOUNT: $ 418,635 2016 AMOUNT: $ 222,155 2017 AMOUNT: $ 242,799 OTHER REVENUE 2015 AMOUNT: $ 1,877 2016 AMOUNT: $ 1,161 2017 AMOUNT: $ 3,677 2019 AMOUNT: $ 950 2020 AMOUNT: $1,823 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), HUDSON VALLEY CARDIOVASCULAR PRACTICE, PC 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 9/30/19 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). 1602407 483288 1119119 4279782 2535554 1744228 94503 94503 2957850 DUE FROM RELATED ORGANIZATIONS 11694434 NET ROU ASSET - OPERATING 3009335 RECEIVABLE 457B LONGTERM 2898216 17601985 DUE FROM RELATED ORGANIZATIONS 42158288 457 PLAN LIABILITY 2874759 OPERATING LEASE LIABILITY 2448515 47481562 X PART X, LINE 2: SCHEDULE D, PART X, LINE 2: AS OF SEPTEMBER 30, 2021, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 1 1 0 0 0 0 0 1 0 STEVEN H ROSENBERG CFO & TREASURER 0 725983 0 0 0 975413 0 601834 0 40662 0 2343892 0 279293 DANIEL J O'DEA MD FORMER PRESIDENT 412424 980712 0 7177 3721 37668 5328 13130 6898 21941 428371 1060628 0 0 ZUBAIR JAFAR MD PHYSICIAN INTERVENTIONAL 606861 0 324967 0 4648 0 17438 0 40365 0 994279 0 0 0 SIMON GORWARA MD PHYSICIAN INTERVENTIONAL 596121 0 293001 0 19888 0 17100 0 37361 0 963471 0 0 0 JULIE LING MD PHYSICIAN NON-INVASIVE 611342 0 273556 0 2236 0 17100 0 38696 0 942930 0 0 0 KAMRAN HALEEM MD PHYSICIAN NON-INVASIVE 595611 0 274172 0 21328 0 17100 0 33618 0 941829 0 0 0 LAWRENCE W SOLOMON MD PHYSICIAN NON-INVASIVE 597681 0 265370 0 20696 0 17100 0 32353 0 933200 0 0 0 DR MARK K WARSHOFSKY SVP & SYS. CHAIR HEART & VASC. INST. 0 751271 0 0 0 7529 0 17100 0 35562 0 811462 0 0 CHRISTOPHER M LEHRACH MD HVCP PRES./CHIEF PHYSICIAN EXECUTIVE 0 647177 0 0 0 118266 0 0 0 37335 0 802778 0 0 DENISE GEORGE FORMER CORP. SECRETARY 0 476825 0 35000 0 96247 0 17100 0 29741 0 654913 0 0 GLENN A LOOMIS MD FORMER HVCP PRESIDENT 0 0 0 0 0 390833 0 0 0 0 0 390833 0 0 KELLI STOCK VP HEART & VASCULAR INST. 0 149051 0 0 0 4442 0 7132 0 4568 0 165193 0 0 PART I, LINE 3 HUDSON VALLEY CARDIOVASCULAR PRACTICE, PC 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, 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. 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 $866,877, WHICH IS REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990, FOR THE CURRENT YEAR. GLENN A. LOOMIS 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. 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 DISIGNATED 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. 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 1 THERE ARE NO INDEPENDENT TRUSTEES. HUDSON VALLEY CARDIOVASCULAR PRACTICE, PC ("HVCP") IS A SINGLE SHAREHOLDER CORPORATION.HVCP IS PART OF AN INTEGRATED DELIVERY SYSTEM THAT DOES HAVE A MORE THAN MAJORITY INDEPENDENT BOARD. FURTHER, THIS GOVERNANCE STRUCTURE HAS NOT CHANGED RELATIVE TO INDEPENDENCE SINCE IT WAS RECOGNIZED AS EXEMPT BY THE IRS AFTER IT WAS ORGANIZED. FORM 990, PART VI, SECTION A, LINE 6 HVCP IS A SOLE SHAREHOLDER STOCK CORPORATION WITH STOCK ISSUED TO THE PRESIDENT CHRISTOPHER M. LEHRACH, MD. HVCP IS AN AFFILIATE OF HEALTH QUEST SYSTEMS, INC. NUVANCE HEALTH IS THE SOLE MEMBER OF HEALTH QUEST SYSTEMS, INC. FORM 990, PART VI, SECTION A, LINE 7A CHRISTOPHER M. LEHRACH, MD IS THE SOLE SHAREHOLDER AND BOARD MEMBER OF THE ORGANIZATION AND SERVES AS THE NOMINEE OF HEALTH QUEST SYSTEMS ("HQS"). HQS (THE PARENT), THROUGH THIS RELATIONSHIP, RETAINS ULTIMATE AUTHORITY TO APPROVE/MAKE LARGE GOVERNANCE DECISIONS SUCH AS TERMINATION, MERGER OR LARGE CAPITAL EXPENDITURES. 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 15B 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 XI, LINE 9 CUMULATIVE EFFECT ADJUSTMENT UPON THE ADOPTION OF ASC 842 LEASES ($314,414) FORM 990, PART VII, ADDITIONAL INFORMATION FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH 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" FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. ALAMO AMBULANCE SERVICES INC 45 READE PLACE POUGHKEEPSIE NY 12601 141745417 TRANSPORTATION NY 501(C)(3) 12, TYPE III-FI HQ 1 DANBURY HOSP & NEW MILFORD HOSP FDN INC 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 FUNDRAISING CT 501(C)(3) 7 WCHN 1 DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 ACUTE CARE CT 501(C)(3) 3 WCHN 1 EASTERN NEW YORK MEDICAL SERVICES PC 100 RESERVE ROAD DANBURY CT 06810 455431389 PHYSICIAN SERVICES NY 501(C)(3) 10 WCHN 1 HEALTH QUEST HOME CARE (CERTIFIED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(C)(3) 10 HQ 1 HEALTH QUEST HOME CARE (LICENSED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788410 HOME HEALTH NY 501(C)(3) 10 HQ 1 NUVANCE HEALTH MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 MEDICAL CARE NY 501(C)(3) 10 HQ 1 HEALTH QUEST SYSTEMS INC 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 MANAGEMENT NY 501(C)(3) 10 NUVANCE 1 HEALTH QUEST URGENT MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 MEDICAL CARE NY 501(C)(3) 10 HQ 1 NDH FOUNDATION 6531 SPRINGBROOK AVENUE RHINEBECK NY 12572 141776208 FUNDRAISING NY 501(C)(3) 7 HQ 1 NORTHERN DUTCHESS HOSPITAL 6511 SPRINGBROOK AVENUE RHINEBECK NY 12572 141338467 HOSPITAL NY 501(C)(3) 3 HQ 1 NORTHERN DUTCHESS RES HEALTHCARE FACILITY 6526 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(C)(3) 10 HQ 1 NORWALK HOSPITAL FOUNDATION 34 MAPLE STREET NORWALK CT 06856 222577707 FUNDRAISING CT 501(C)(3) 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) 10 WCHN 1 PUTNAM HOSPITAL CENTER 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 HOSPITAL NY 501(C)(3) 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 HEALTH SERVICES CT 501(C)(3) 3 WCHN 1 VASSAR BROTHERS HOSPITAL FOUNDATION 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 FUNDRAISING NY 501(C)(3) 7 HQ 1 VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 HOSPITAL NY 501(C)(3) 3 HQ 1 VASSAR HEALTH CONNECTICUT INC 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 HOSPITAL CT 501(C)(3) 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) 10 WCHN 1 WESTERN CT HEALTH NETWORK AFFILIATES INC 95 LOCUST AVENUE DANBURY CT 06810 222594968 OUTPATIENT HEALTHCARE SERVICES CT 501(C)(3) 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 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 0 VASSAR BROTHERS MEDICAL CENTER M 19878551 COST VASSAR BROTHERS MEDICAL CENTER L 6371039 COST HEALTH QUEST SYSTEMS INC P 5062905 COST NUVANCE HEALTH L 2531239 COST HEALTH QUEST SYSTEMS INC M 1950671 COST VASSAR BROTHERS MEDICAL CENTER P 1488045 COST NUVANCE HEALTH P 1288405 COST DANBURY HOSPITAL P 1041435 COST HEALTH QUEST SYSTEMS INC L 750728 COST VASSAR BROTHERS MEDICAL CENTER Q 582711 COST NUVANCE HEALTH K 453444 COST PUTNAM HOSPITAL CENTER M 396474 COST HEALTH QUEST SYSTEMS INC K 347998 COST HEALTH QUEST SYSTEMS INC C 299848 COST VASSAR BROTHERS MEDICAL CENTER K 124468 COST WESTERN CONNECTICUT HEALTH NETWORK INC P 18451062 COST NORTHERN DUTCHESS HOSPITAL M 2181854 COST NUVANCE HEALTH MEDICAL PRACTICE PC L 1495527 COST VASSAR HEALTH CONNECTICUT INC M 396701 COST NORTHERN DUTCHESS HOSPITAL Q 293218 COST NUVANCE HEALTH MEDICAL PRACTICE PC P 170024 COST NORTHERN DUTCHESS HOSPITAL P 102216 COST NUVANCE HEALTH MEDICAL PRACTICE PC M 73294 COST VASSAR BROTHERS MEDICAL CENTER FOUNDATION L 61000 COST HUDSON VALLEY CARDIOVASCULAR PRACTICE, PC, EIN: XXX-XX-XXXX ("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 SPECIALTY 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 9/30/2019, 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 COVID19 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 THIRDPARTY 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. THE FOREGOING FACTS DEMONSTRATE THAT TAXPAYER EXERCISED REASONABLE BUSINESS CARE AND PRUDENCE IN ENGAGING EXPERIENCED TAX ADVISORS TO ASSURE THAT IT WAS COMPLYING WITH ALL ITS TAX OBLIGATIONS. TAXPAYER RESPECTFULLY REQUESTS ABATEMENT OF ANY PENALTY ASSESSED UNDER SECTION 6652(C) OF THE INTERNAL REVENUE CODE ("IRC") FOR THE 2020 TAXABLE YEAR FOR THE LATE FILING OF ITS FORM 990. THE LATE FILING OF FORM 990 WAS DUE TO REASONABLE CAUSE AND NOT WILLFUL NEGLECT. TAXPAYER MADE EVERY EFFORT TO TIMELY MEET ITS OBLIGATIONS AND UNFORTUNATELY WAS NOT ABLE TO OBTAIN THE INFORMATION QUICKLY ENOUGH. ASSESSING THE PENALTY DOES NOT FURTHER THE IRS'S PENALTY PHILOSOPHY OF USING PENALTIES TO SUPPORT AND ENCOURAGE VOLUNTARY COMPLIANCE. SEE, E.G., IRM 20.1.1.2. IMPOSING PENALTIES AGAINST TAXPAYER WOULD BE UNDULY PUNITIVE AND WOULD REDUCE THE FUNDS AVAILABLE FOR FURTHERING TAXPAYER'S TAXEXEMPT AND CHARITABLE PURPOSE. ACCORDINGLY, WE RESPECTFULLY REQUEST THAT ANY LATE FILING PENALTY ASSESSED BE ABATED IN FULL. THANK YOU VERY MUCH FOR YOUR CONSIDERATION.