2023-08-28T11:56:16-05:00 2022-09-30 366055558 GRANT THORNTON LLP 75 STATE ST 13TH FLOOR BOSTON MA 02109 990 2021-10-01 453362785 SOUTHWESTERN VERMONT HEALTHCARE FOUNDATION INC SOUT 8024475040 100 HOSPITAL DRIVE BENNINGTON VT 05201 JAMES ROY INTERIM CFO 8024475011 2023-08-28 1 JAMES ROY XXX-XX-XXXX ERIN COUTURE P01390592 6177237900 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z TOM DEE 100 HOSPITAL DRIVE BENNINGTON VT 05201 16497540 0 X WWW.SVHEALTHCARE.ORG X 2011 VT THE SVHC FOUNDATION, A PART OF THE SOUTHWESTERN VERMONT HEALTH CARE (CONTINUED ON SCHEDULE O) 15 14 0 14 0 0 5851109 6241785 0 0 2176555 1647466 -12596 -139357 8015068 7749894 906854 935231 0 0 642031 616657 0 0 0 274148 346598 1823033 1898486 6192035 5851408 34164394 26017797 228098 1239025 33936296 24778772 THE SOLE PURPOSE OF THE SVHC FOUNDATION SHALL BE TO ENGAGE IN DEVELOPMENT AND FUNDRAISING ACTIVITIES EXCLUSIVELY FOR THE SUPPORT OF THE SOUTHWESTERN VERMONT HEALTH CARE CORPORATION AND AFFILIATES. 0 0 1662144 935231 0 PROVIDING FINANCIAL SUPPORT FOR SOUTHWESTERN VERMONT HEALTH CARE CORPORATION, ITS SUCCESSORS, SUBSIDIARIES AND AFFILIATES. THE SVHC FOUNDATION EXISTS TO ACTIVELY FUNDRAISE THROUGH CAMPAIGNS WHICH EXCLUSIVELY SUPPORT SVHC AND ITS ENTITIES. FUNDS ARE RAISED FOR PROGRAMMING, EQUIPMENT, STAFF TRAINING AND PROFESSIONAL DEVELOPMENT, CONTINUING EDUCATION, AND CAPITAL PROJECTS. 1662144 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 1 1 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 X 15 14 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X STEPHEN MAJETICH 8024475011 100 HOSPITAL DRIVE BENNINGTON VT 05201 X THOMAS A DEE PRESIDENT/CEO 1.00 44.00 X X 0 625561 323586 ROBERT VAN DEGNA CHAIR 1.00 3.00 X X 0 0 0 CAREN MCVICKER VICE CHAIR 1.00 0.00 X X 0 0 0 MICHAEL MCKENNA SECRETARY 1.00 0.00 X X 0 0 0 ANDREW W KING TRUSTEE 1.00 0.00 X 0 0 0 CHARLES LAFIURA TRUSTEE 1.00 0.00 X 0 0 0 CRISTA GANNON TRUSTEE 1.00 0.00 X 0 0 0 JOHN LARKIN TRUSTEE 1.00 0.00 X 0 0 0 KEITH MICHL TRUSTEE 1.00 0.00 X 0 0 0 PETER THOMPSON TRUSTEE 1.00 0.00 X 0 0 0 ROBY HARRINGTON TRUSTEE 1.00 0.00 X 0 0 0 SCOTT SIEDEL TRUSTEE 1.00 0.00 X 0 0 0 THEMARGE SMALL TRUSTEE 1.00 0.00 X 0 0 0 TOMMY HARMON JR TRUSTEE 1.00 3.00 X 0 0 0 WILLIAM S STERNS III TRUSTEE 1.00 0.00 X 0 0 0 STEPHEN D MAJETICH CFO/TREASURER 1.00 46.00 X 0 529250 78824 LESLIE J KEEFE V.P. SVHC FOUNDATION 24.00 16.00 X 0 281369 46643 0 1436180 449053 0 0 1 0 0 528166 5713619 189335 6241785 809391 809391 9314764 8476689 838075 838075 838075 81600 528166 249497 -167897 -167897 50000 21460 28540 28540 7749894 0 0 1508109 935231 935231 281368 253231 28137 192208 182598 9610 2311 2080 231 110349 99314 11035 30421 27379 3042 6255 6255 38153 38153 135970 57380 78590 551 496 55 107068 87796 19272 17796 8542 9254 39 35 4 31757 31757 DEVELOPMENT DUES 4561 4059 502 DEVELPMENT LEADERSHIP 4448 4003 445 1898486 1662144 236342 0 1016395 172292 2480373 1750329 4925 3305 6997 3032 4003 3965 27986260 21872199 2672438 2215707 34164394 26017797 116228 52352 0 0 111870 1186673 228098 1239025 X 9404338 -2643848 24531958 27422620 33936296 24778772 34164394 26017797 X 5851408 -6448399 6738 -8567271 X 0 1 X 1 0 X X X 8 SOUTHWESTERN VERMONT HEALTH CARE CORPORATION 030179435 3 1 935231 0 MOUNT ANTHONY HOUSING CORPORATION 030279740 10 1 0 0 SOUTHWESTERN VERMONT HEALTHCARE AUXILIARY 222563243 10 1 0 0 SOUTHWESTERN VERMONT MEDICAL CENTER 222563241 3 1 0 0 TWIN RIVERS MEDICAL PC 473028931 10 1 0 0 NORTHERN BERKSHIRE MEDICAL 814023607 10 1 0 0 HOOSICK FALLS HEALTH CENTER 141370000 3 1 0 0 HOOSICK FALLS HEALTH CENTER FOUNDATION INC 223186959 7 1 0 0 8 935231 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 12021533 91346 -362057 94675 11656148 11870614 1744 1091480 942305 12021533 11707678 4205 273154 114423 11870614 11514089 121435 99582 27428 11707678 11387116 120000 92590 85617 11514089 1.00000 0 0 0 0 6997 3032 3965 0 3965 BENEFICIAL INTEREST IN TRUST 2215707 2215707 DUE TO AFFILIATES 165077 ANNUITY PAYMENTS 1021596 1186673 X PART V, LINE 4: ENDOWMENT FUNDS: THE CORPORATION'S ENDOWMENT IS INVESTED TO PROVIDE INVESTMENT RETURNS TO FUND GENERAL OPERATIONS AND SPECIFIC DONOR RESTRICTED PURPOSES. PART X, LINE 2: UNCERTAIN TAX POSITIONS: SVHC, SVMC, MAHC, SVHCA, THE FOUNDATION, SVHCNY, TWIN RIVERS, NBM, AND CNR HAVE BEEN RECOGNIZED AS EXEMPT FROM INCOME TAXES UNDER SECTION 501 OF THE INTERNAL REVENUE CODE AND A SIMILAR PROVISION OF STATE LAW. THE CORPORATION IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE CODE. EACH ORGANIZATION HAS PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED INCOME; TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. SVHCE ACCOUNTS FOR INCOME TAXES IN ACCORDANCE WITH INCOME TAX ACCOUNTING GUIDANCE. THE CORPORATION FOLLOWS GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. THE CORPORATION HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS AT SEPTEMBER 30, 2022 AND 2021. GOLF TOURNAMENTS 146333 146333 0 0 18960 13006 14784 ANNUAL GALA 456433 374833 81600 17500 3960 36247 89913 5000 46127 1 7000 7000 0 0 3000 0 1000 609766 528166 81600 17500 3960 58207 102919 6000 60911 249497 -167897 50000 21460 0 50000 21460 21460 28540 VT 0 RAFFLES ARE PART OF OUR FUNDRAISING EVENTS. 0 1 0 1.00000 STEPHEN MAJETICH CFO 100 HOSPITAL DRIVE BENNINGTON VT 05201 0 STEPHEN MAJETICH CFO OVERSIGHT X 0 1 SOUTHWESTERN VERMONT MEDICAL CENTER 100 HOSPITAL DRIVE BENNINGTON VT 05201 222563241 501(C)(3) 935231 0 SUPPORT 1 PART I, LINE 2: MONITORING USE OF GRANT FUNDS: SOUTHWESTERN VERMONT MEDICAL CENTER IS RELATED TO SOUTHWESTERN VERMONT HEALTHCARE FOUNDATION. SINCE THE RECIPIENT OF THE GRANT IS A RELATED PARTY, THE ORGANIZATION IS ABLE TO MONITOR THE USE OF THE GRANT FUNDS. 0 1 0 0 0 0 0 0 0 THOMAS A DEE PRESIDENT/CEO 0 467779 0 105000 0 52782 0 295579 0 28007 0 949147 0 0 STEPHEN D MAJETICH CFO/TREASURER 0 370482 0 75600 0 83168 0 50817 0 28007 0 608074 0 0 LESLIE J KEEFE V.P. SVHC FOUNDATION 0 212912 0 37500 0 30957 0 8000 0 38643 0 328012 0 0 PART I, LINE 1A TOP MANAGEMENT OFFICIAL COMPENSATION DETERMINATION: SOUTHWESTERN VERMONT MEDICAL CENTER, A RELATED ORGANIZATION, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE CEO: INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD. PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: CERTAIN INDIVIDUALS LISTED SCHEDULE J, PART II PARTICIPATED IN A NON-QUALIFIED DEFERRED COMPENSATION ARRANGEMENT. UNDER THE TERMS OF THE PLAN THE INDIVIDUAL WILL BECOME VESTED IN THE PLAN IF THEY REMAIN EMPLOYED THROUGH A TARGETED DATE PURSUANT TO THE PLAN. NO AMOUNTS VESTED IN CALENDAR YEAR 2021 AND AMOUNTS CREDITED UNDER THE PLAN ARE LISTED BELOW AND INCLUDED IN SCHEDULE J, PART II, COLUMN (C). $287,579 THOMAS DEE $45,000 STEPHEN MAJETICH X 8 189335 FMV 0 1 0 PART I, COLUMN (B): NUMBER OF ITEMS CONTRIBUTED: THE NUMBER OF ITEMS CONTRIBUTED LISTED IN THIS COLUMN IS BASED ON THE NUMBER OF INDIVIDUAL CONTRIBUTIONS. GENERAL EXPLANATION: THE FORM 990, RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX, IS FILED UNDER VERMONT FLOODING FEMA-3595-EM WHICH POSTPONES THE TIME TO FILE RETURNS, PAY TAXES AND PERFORM OTHER TIME-SENSITIVE ACTS TO NOVEMBER 15, 2023. FORM 990, PART I, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: CORPORATION, OPERATES EXCLUSIVELY TO SUPPORT SVHC AND AFFILIATES, BY FUNDRAISING THROUGH CAMPAIGNS. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS: CERTAIN LISTED OFFICERS AND BOARD MEMBERS ALSO SERVE AS OFFICERS AND BOARD MEMBERS OF SOUTHWESTERN VERMONT HEALTHCARE ENTERPRISES, A RELATED TAXABLE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 CLASSES OF MEMBERS OR STOCKHOLDERS: THE SOLE MEMBER OF THE CORPORATION SHALL BE THE SOUTHWESTERN VERMONT HEALTH CARE CORPORATION ("SVHC"), A NONPROFIT CORPORATION, ACTING THROUGH ITS BOARD OF DIRECTORS (THE "SVHC BOARD"). THE MEMBER SHALL TAKE ACTION BY RESOLUTION DULY ADOPTED BY THE SVHC BOARD OR BY EXECUTION OF A WRITTEN CONSENT, AUTHORIZED BY THE SVHC BOARD AND EXECUTED BY A PERSON SO AUTHORIZED. SVHC'S PRESIDENT/CEO SERVES ON THE FOUNDATION BOARD EX OFFICIO WITH VOTE AND SVHC'S CFO SERVES ON THE FOUNDATION BOARD EX OFFICIO WITHOUT VOTE. TWO MEMBERS OF SVHC'S BOARD OF TRUSTEES ALSO SERVE AS DIRECTORS OF THE FOUNDATION. ALL DIRECTORS OF THE FOUNDATION ARE NOMINATED AND ELECTED BY THE FOUNDATION, SUBJECT TO RATIFICATION BY SVHC. THE AFFAIRS OF THE CORPORATION SHALL BE MANAGED AND CONDUCTED BY A BOARD OF DIRECTORS (THE "BOARD"), SUBJECT TO THE AUTHORITY AND DIRECTION OF THE SVHC BOARD. THE SVHC BOARD SHALL HAVE ULTIMATE RESPONSIBILITY TO ASSURE THAT THE POLICIES AND ACTIVITIES OF THE CORPORATION ARE COORDINATED WITH THOSE OF ITS AFFILIATED CORPORATIONS IN ORDER TO ACHIEVE A HIGHLY EFFICIENT, PATIENT-FOCUSED, INTEGRATED SYSTEM OF HEALTH CARE DELIVERY. ACCORDINGLY, ANY CORPORATE ACTION OF THE CORPORATION AUTHORIZED BY THE SVHC BOARD SHALL BE DEEMED TO BE AUTHORIZED AND DIRECTED BY THE BOARD. IN THE ABSENCE OF ANY CONTRARY DIRECTION FROM SVHC BOARD, THE BOARD MAY TAKE ACTION WITH RESPECT TO THE AFFAIRS OF THE CORPORATION IN ACCORDANCE WITH THESE BYLAWS, PROVIDED HOWEVER, THAT THE BOARD MAY NOT TAKE ACTION WITH RESPECT TO ANY OF THE FOLLOWING MATTERS WITHOUT AUTHORIZATION OF THE SVHC BOARD: ANNUAL OPERATING BUDGETS; CAPITAL BUDGETS; CERTIFICATE OF NEED APPLICATIONS; ANY CONTRACT OR AGREEMENT WHICH IS OF A SUBSTANTIAL NATURE OR WHICH IS NOT INCLUDED IN APPROVED OPERATING OR CAPITAL BUDGETS; ANY VOLUNTARY DISSOLUTION, MERGER, OR CONSOLIDATION OF THE CORPORATION OF THE SALE OR TRANSFER OF ALL OR SUB-CREATION, ACQUISITION, DISSOLUTION, MERGER OR CONSOLIDATION OF ANY SUBSIDIARY OR AFFILIATE OR AUXILIARY CORPORATION; ANY AMENDMENTS TO THE BYLAWS, ARTICLES OF INCORPORATION OF THE CORPORATION; THE STRATEGIC AND MASTER FACILITIES PLANS; AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER. FORM 990, PART VI, SECTION A, LINE 7A PLEASE SEE FORM 990, SECTION A, LINE 6 RESPONSE ABOVE FORM 990, PART VI, SECTION A, LINE 7B PLEASE SEE FORM 990, SECTION A, LINE 6 RESPONSE ABOVE FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. THE DRAFT 990 IS THEN REVIEWED BY MANAGEMENT AND ACCOUNTING. AFTER ALL SUGGESTED CHANGES FROM MANAGEMENT ARE MADE, THE UPDATED DRAFT FORM 990 IS THEN PRESENTED TO THE FINANCE COMMITTEE. AFTER ANY FINAL CHANGES ARE MADE, THE FORM 990 IS PRESENTED TO THE FULL BOARD OF DIRECTORS BEFORE FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C MONITORING COMPLIANCE WITH CONFLICT OF INTEREST POLICY: TRUSTEES, SENIOR OFFICERS, AND SENIOR MEDICAL STAFF MEMBERS ARE REQUIRED TO DISCLOSE CONFLICTS OF INTEREST AND POTENTIAL CONFLICTS OF INTEREST TO THE CORPORATE COMPLIANCE OFFICER ANNUALLY. IF THE CORPORATE COMPLIANCE DETERMINES THAT A POTENTIAL CONFLICT OF INTEREST EXISTS, THE MATTER IS REFERRED TO THE AUDIT AND COMPLIANCE COMMITTEE FOR REVIEW AND MAY BE REFERRED TO THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW: THE ORGANIZATION'S CEO POSITION IS PAID BY SOUTHWESTERN VERMONT MEDICAL CENTER (SVMC). THE PROCESS SVHC/SVMC USES TO DETERMINE CEO COMPENSATION IS AS FOLLOWS: THE BOARD ENGAGES AN OUTSIDE CONSULTING FIRM TO REVIEW COMPARABLE CEO SALARY DATA AND USES NATIONAL PROFESSIONAL ORGANIZATION SURVEY DATA IN THE DETERMINATION OF THE CEO'S SALARY AND BENEFITS. IN ADDITION, THE BOARD ENGAGES AN OUTSIDE CONSULTING FIRM AND ALSO USES NATIONAL PROFESSIONAL ORGANIZATION SURVEY DATA TO REVIEW THE WAGE DATA OF OTHER OFFICERS AND KEY EMPLOYEES. PROCESS BEGINS WITH A REQUEST TO SVHC'S/SVMC'S COMPENSATION CONSULTANT ASTRON SOLUTIONS TO PERFORM A MARKET ANALYSIS OF THE CEO POSITION. THIS REPORT IS USED AS THE BASIS FOR STRUCTURING COMPENSATION FOR THE CEO DURING THE NEXT CONTRACT PERIOD. USING THE RESULTS OF THE MARKET ANALYSIS WITH INPUT FROM OUR CEO, THE COMPENSATION OFFER FOR THE NEXT CONTRACT PERIOD IS DEVELOPED AND INCORPORATED INTO THE CONTRACT. THE COMPENSATION IS THEN DISCUSSED BY THE GOVERNANCE COMMITTEE OF THE BOARD WITH ASTRON SOLUTIONS IN ATTENDANCE. ASTRON SOLUTIONS WILL PROVIDE A WRITTEN LETTER CONFIRMING THEIR AGREEMENT. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENT DISCLOSURE: SVHC FOUNDATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, SECTION A BOARD MEMBER COMPENSATION: NO TRUSTEE RECEIVES COMPENSATION FOR THEIR SERVICES AS A TRUSTEE OF THE BOARD. THOMAS DEE IS COMPENSATED AS THE CEO OF THE SOUTHWESTERN VERMONT HEALTHCARE SYSTEM. FORM 990, PART XI, LINE 9: BINGHAM TRUST -456,731. TRANSFER (TO) FROM AFFILIATES, NET -8,110,540. SOUTHWESTERN VERMONT HEALTHCARE CORP 100 HOSPITAL DRIVE BENNINGTON VT 05201 030179435 MANAGEMENT VT 501(C)(3) LINE 3 N/A 0 SOUTHWESTERN VT HEALTHCARE AUXILIARY (THRU 52022) 100 HOSPITAL DRIVE BENNINGTON VT 05201 222563243 SUPPORT SVHC VT 501(C)(3) LINE 10 SVHC 0 SOUTHWESTERN VERMONT MEDICAL CENTER 100 HOSPITAL DRIVE BENNINGTON VT 05201 222563241 HOSPITAL VT 501(C)(3) LINE 3 SVHC 0 MOUNT ANTHONY HOUSING CORPORATION 100 HOSPITAL DRIVE BENNINGTON VT 05201 030279740 NURSING HOMES VT 501(C)(3) LINE 10 SVHC 0 NORTHERN BERKSHIRE MEDICAL PC 375 MAIN STREET WILLIAMSTOWN MA 01267 814023607 HEALTH CARE MA 501(C)(3) LINE 10 SVHC 0 TWIN RIVERS MEDICAL PC 2 SUNRISE DRIVE HOOSICK FALLS NY 12090 473028931 HEALTH CARE NY 501(C)(3) LINE 10 SVHC 0 HOOSICK FALLS HEALTH CENTER INC 21 DANFORTH STREET HOOSICK FALLS NY 12090 141370000 NURSING HOMES NY 501(C)(3) LINE 3 SVHC 0 HOOSICK FALLS HEALTH CENTER FOUNDATION 21 DANFORTH STREET HOOSICK FALLS NY 12090 223186959 FUNDRAISING NY 501(C)(3) LINE 7 HFHC 0 SVHC REALTY INC 100 HOSPITAL DRIVE BENNINGTON VT 05201 861399877 REAL ESTATE MANAGEMENT VT 501(C)(3) LINE 12A, I SVHC 0 SOUTHWESTERN VT HEALTHCARE ENTERPRISES 100 HOSPITAL DRIVE BENNINGTON VT 05201 030314501 HEALTHCARE VT SVHC C 0 0 1 1 1 1 0 0 0 0 0 1 1 0 1 1 1 1 1 0