2022-08-10T12:36:28-05:00 2021-09-30 560574444 CHERRY BEKAERT LLP 200 SOUTH 10TH ST STE 900 RICHMOND VA 23219 990 2020-10-01 540701665 VIRGINIA HOSPITAL AND HEALTHCARE ASSOCIATION VIRG 8042973549 PO BOX 31394 RICHMOND VA 23294 SEAN T CONNAUGHTON PRESIDENT AND CEO 8042973549 2022-08-08 1 SEAN CONNAUGHTON 999009999 AMANDA ADAMS P00748038 8046735700 0 AAL1 IAL1 2020 2022-09-23 18:48:47Z SEAN T CONNAUGHTON PO BOX 31394 RICHMOND VA 23294 20282346 0 X WWW.VHHA.COM X 1962 VA VHHA STRIVES TO MAKE VIRGINIA THE HEALTHIEST STATE IN THE NATION. COLLABORATING WITH OUR MEMBERS AND STAKEHOLDERS, VHHA WORKS TO ENSURE THE SUSTAINABILITY OF VIRGINIA'S HEALTH CARE SYSTEM, TRANSFORM THE DELIVERY OF CARE TO LOWER COSTS AND PROMOTE HIGHER VALUE ACROSS THE CONTINUUM OF CARE, AND IMPROVE THE HEALTH OF ALL VIRGINIANS. 26 25 46 29 0 0 7174199 10929879 5399688 6003725 350840 445630 1327148 914740 14251875 18293974 0 0 0 0 5401906 4765213 0 0 0 9506665 12354488 14908571 17119701 -656696 1174273 19997064 19880672 3034082 2959084 16962982 16921588 X COLLABORATING WITH OUR MEMBERS AND OTHER STAKEHOLDERS, VHHA WORKS TO ENSURE THE SUSTAINABILITY OF VIRGINIA'S HEALTH CARE SYSTEM, TRANSFORMS THE DELIVERY OF CARE TO LOWER COSTS AND PROMOTE HIGHER VALUE ACROSS THE CONTINUUM OF CARE, AND IMPROVE THE HEALTH OF ALL VIRGINIANS. 0 0 THE VIRGINIA HOSPITAL & HEALTHCARE ASSOCIATION PROMOTES THE COMMON HEALTH CARE INDUSTRY INTERESTS OF VIRGINIA'S HOSPITALS AND HEALTH SYSTEMS THROUGH PUBLIC POLICY ADVOCACY, EDUCATIONAL PROGRAMMING, RESEARCH, AND PROJECT DEVELOPMENT. THE VIRGINIA HOSPITAL & HEALTHCARE ASSOCIATION SERVES AS A KEY LIAISON WITH THE PUBLIC HEALTH SECTOR GOVERNMENT AGENCIES TO PLAN FOR RESPONSES TO EMERGING PUBLIC HEALTH CHALLENGES THROUGH ITS ADMINISTRATION OF THE HOSPITAL PREPAREDNESS PROGRAM THAT IS SUPPORTED WITH FEDERAL GRANT FUNDING. DURING THE FISCAL YEAR, VHHA WAS INSTRUMENTAL IN ASSISTING OUR MEMBERS AND OTHER STAKEHOLDERS IN RESPONDING TO THE GLOBAL PANDEMIC THROUGH FULFILLING CRITICAL COLLABORATION AND COMMUNICATION ROLES, PROVIDING ACCURATE AND TIMELY DATA COLLECTION, SOURCING AND DISTRIBUTING PPE, TESTING AND VACCINATION. VHHA MEMBER PRIVATE ACUTE HOSPITALS ARE SUBJECT TO PAYMENT OF PROVIDER ASSESSMENTS UNDER THE STATE MEDICAID PROGRAM. THE PROVIDER ASSESSMENTS ARE HIGHLY TECHNICAL IN NATURE REQUIRING COMPLEX ACCOUNTING, RECONCILIATION, MANAGED CARE ORGANIZATION COMPLIANCE, AND UPPER PAYMENT LIMIT VALIDATION. TO ASSIST VHHA MEMBERS WITH THESE COMMON ACTIVITIES AND POOL RESOURCES NEEDED TO FINANCE THEM, VHHA SERVES AS A THIRD-PARTY ADMINISTRATOR AUTHORIZED TO PERFORM VARIOUS PROVIDER ASSESSMENT DUTIES ON BEHALF OF ITS MEMBERS. MOST, BUT NOT ALL VHHA MEMBERS ARE SUBJECT TO THE PROVIDER ASSESSMENT. IN ORDER TO PROPERLY ACCOUNT FOR THE FUNDS AND EXPENSES ASSOCIATED WITH THIS THIRD-PARTY ADMINISTRATOR ROLE AND TO ENSURE THAT THOSE NOT AFFECTED BY THE PROVIDER ASSESSMENT ARE NOT CHARGED FOR THESE SERVICES, VHHA HAS ESTABLISHED SEGREGATED FUNDS AND ACCOUNTS, WHICH ARE OVERSEEN BY A SEPERATE COMMITTEE OF THE VHHA BOARD. 0 1 0 1 0 0 0 0 0 1 0 0 0 0 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 1 1 1 0 1 103 0 1 46 1 0 0 0 0 0 0 0 0 X 26 25 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 1 1 0 X ELIZABETH MCNAMEE CFO 8042973549 4200 INNSLAKE DRIVE GLEN ALLEN VA 23060 STEVEN C ARNER CHAIR 1.00 1.00 X X 0 0 0 PETER MULKEY VICE CHAIR 1.00 1.00 X X 0 0 0 TIM MCMANUS SECRETARY/TREASURER 1.00 1.00 X X 0 0 0 CHRISTOPHER S ACCASHIAN DIRECTOR 1.00 0.00 X 0 0 0 CHANDLER EWING DIRECTOR 1.00 0.00 X 0 0 0 DAVID CASHWELL DIRECTOR 1.00 0.00 X 0 0 0 JAMES B COLE DIRECTOR 1.00 0.00 X 0 0 0 JAMES D DAHLING DIRECTOR 1.00 0.00 X 0 0 0 B ERIC DEATON DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM DOWNEY DIRECTOR 1.00 1.00 X 0 0 0 JAIME FERNANDEZ DIRECTOR 1.00 0.00 X 0 0 0 JOANNE INMAN DIRECTOR 1.00 0.00 X 0 0 0 REESE JACKSON DIRECTOR 1.00 0.00 X 0 0 0 STEPHEN JONES DIRECTOR 1.00 1.00 X 0 0 0 ARTHUR L KELLERMAN DIRECTOR 1.00 0.00 X 0 0 0 K CRAIG KENT DIRECTOR 1.00 0.00 X 0 0 0 JEFF LINGERFELT DIRECTOR 1.00 0.00 X 0 0 0 ALAN J LOMBARDO DIRECTOR 1.00 0.00 X 0 0 0 MARY MANNIX DIRECTOR 1.00 1.00 X 0 0 0 MICHAEL P MCDERMOTT DIRECTOR 1.00 1.00 X 0 0 0 ANDREW MUELLER DIRECTOR 1.00 0.00 X 0 0 0 MARK NANTZ DIRECTOR 1.00 0.00 X 0 0 0 KURT NEWMAN DIRECTOR 1.00 0.00 X 0 0 0 THOMAS J ORSINI DIRECTOR 1.00 0.00 X 0 0 0 ALFRED E PILONG DIRECTOR 1.00 0.00 X 0 0 0 ROBERT RUCHTI DIRECTOR 1.00 0.00 X 0 0 0 RICHARD TUGMAN DIRECTOR 1.00 0.00 X 0 0 0 FARAAZ YOUSUF DIRECTOR 1.00 0.00 X 0 0 0 MARY ZWEIFEL DIRECTOR 1.00 0.00 X 0 0 0 SEAN T CONNAUGHTON PRESIDENT AND CEO 36.00 4.00 X X 909267 0 44375 ELIZABETH MCNAMEE CHIEF FINANCIAL AND HR OFFICER 26.00 14.00 X 199270 0 36858 R BRENT RAWLINGS SR. VP, GENERAL COUNSEL 33.00 7.00 X 309503 0 73172 ABRAHAM SEGRES VP OF QUALITY AND PATIENT SAFETY 40.00 0.00 X 220166 0 65981 JAMES ANDREWS VP OF FINANCIAL POLICY 40.00 0.00 X 191904 0 40437 JULIE M DIME VP OF GOVERNMENT AFFAIRS 40.00 0.00 X 187585 0 43537 CHRISTOPHER BAILEY EXECUTIVE VICE PRESIDENT 40.00 0.00 X 364994 0 61258 2382689 0 365618 16 0 1 0 MCDERMOTT WILL & EMERY LLP PO BOX 1675 CAROL STREAM IL 60132 LEGAL 362026 MARION CLINEDINST 176 HANEYTOWN RD STANDARDSVILLE VA 22973 EMERGENCY PREPAREDNESS 128206 DANIEL GRAY 104 POINT SHORT DR PINEY FLATS TN 37686 EMERGENCY PREPAREDNESS 111942 3 890179 10023675 16025 10929879 MEMBERSHIP DUES 900099 4482072 4482072 MANAGEMENT FEES 561000 926070 926070 SERVICE FEES 518210 568196 568196 27387 27387 6003725 322461 322461 677795 677795 683189 446244 236945 236945 236945 1665297 1539723 2405 125574 -2405 123169 123169 18293974 6003725 0 1360370 1165958 2718840 359892 280367 240156 185254 131368 9560 655773 138031 121188 623884 74157 16155 89917 139466 82699 ASPR PROGRAM EXPENSE 10023675 63361 17119701 40625 58723 3983488 4126422 570311 983405 480782 173546 184884 6893731 3247526 3809539 3646205 8862904 9974373 1681892 461665 838972 19997064 19880672 1778754 1817608 1255328 1141476 3034082 2959084 X 16962982 16921588 16962982 16921588 19997064 19880672 1174273 466225 -1681892 0 X 0 1 X 1 1 1 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 4482072 689555 689555 663347 26208 661127 661127 5127393 2679926 2447467 1105211 567600 537611 3646205 X PART X, LINE 2: TAX POSITIONS MUST MEET A THRESHOLD OF MORE-LIKELY-THAN-NOT IN ORDER FOR THE BENEFIT OF THOSE TAX POSITIONS TO BE RECOGNIZED IN THE ASSOCIATION'S CONSOLIDATED FINANCIAL STATEMENTS. THE ASSOCIATION HAS DETERMINED IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF SEPTEMBER 30, 2021. INTEREST AND PENALTIES RELATED TO INCOME TAX ASSESSMENTS, IF ANY, ARE REFLECTED IN INTEREST EXPENSE AND OTHER INCOME, RESPECTIVELY, IN THE ACCOMPANYING CONSOLIDATED STATEMENTS OF ACTIVITIES. THERE WAS NO PENALTY OR INTEREST ASSOCIATED WITH ITS TAX POSITIONS FOR THE YEAR ENDED SEPTEMBER 30, 2021. X X 1 0 X X X X 1 1 0 SEAN T CONNAUGHTON PRESIDENT AND CEO 680265 0 164940 0 64062 0 38130 0 6245 0 953642 0 64062 0 CHRISTOPHER BAILEY EXECUTIVE VICE PRESIDENT 225000 0 25000 0 114994 0 38500 0 22758 0 426252 0 0 0 R BRENT RAWLINGS SR. VP, GENERAL COUNSEL 279503 0 30000 0 0 0 55100 0 18072 0 382675 0 0 0 ABRAHAM SEGRES VP OF QUALITY AND PATIENT SAFETY 199166 0 21000 0 0 0 43493 0 22488 0 286147 0 0 0 ELIZABETH MCNAMEE CHIEF FINANCIAL AND HR OFFICER 182270 0 17000 0 0 0 19770 0 17088 0 236128 0 0 0 JAMES ANDREWS VP OF FINANCIAL POLICY 179904 0 12000 0 0 0 19789 0 20648 0 232341 0 0 0 JULIE M DIME VP OF GOVERNMENT AFFAIRS 171585 0 16000 0 0 0 34363 0 9174 0 231122 0 0 0 PART I, LINE 1A SEAN T. CONNAUGHTON AND CHRISTOPHER BAILEY RECEIVED GROSS-UP PAYMENTS TO COVER THE TAXES ON INCENTIVE COMPENSATION PAYMENTS. THE INCENTIVE COMPENSATION AND THE GROSS-UP PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. ALL BENEFITS-ELIGIBLE EMPLOYEES RECEIVED $33 PER MONTH TOWARD A MEMBERSHIP AT A FITNESS CLUB WHICH WAS NOT TREATED AS TAXABLE COMPENSATION. PART I, LINES 4A-B EXPLANATION OF SEVERANCE PAYMENTS: CHRISTOPHER BAILEY SEPARATED FROM VHHA AT 9/30/20 AND IN FY21 RECEIVED SALARY AND BENEFITS FOR 12 MONTHS UNDER AN EXISTING EMPLOYMENT AGREEMENT. EXPLANATION OF SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN: DURING THE YEAR, THE ASSOCIATION HAD TWO DEFERRED COMPENSATION PLANS FOR KEY EMPLOYEES. UNDER THE PLANS, THE ASSOCIATION CONTRIBUTES AN AMOUNT EQUAL TO 10% OF EMPLOYEES' BASE SALARY INTO THE PLAN ANNUALLY COMMENCING IN THE YEAR OF ENTRY BY THE EMPLOYEE. THE FUNDS UNDER THIS PLAN ARE HELD IN MUTUAL FUNDS AND MANAGEMENT VESTS IN THE PLAN OVER A 10-YEAR PERIOD. THE FUNDS WILL BE RELEASED UPON VESTING BY THE EXECUTIVE OR TERMINATION OF THE PLAN. DURING THIS YEAR, THE FOLLOWING INDIVIDUALS REPORTED IN PART VII PARTICIPATED IN THE PLAN: SEAN T. CONNAUGHTON, JULIE M. DIME, ABRAHAM SEGRES, AND R. BRENT RAWLINGS. CONTRIBUTIONS WERE MADE TO THE PLAN IN THE FOLLOWING AMOUNTS: SEAN T. CONNAUGHTON $0 JULIE M. DIME $16,724 ABRAHAM SEGRES $21,202 R. BRENT RAWLINGS $30,600 DISTRIBUTIONS WERE MADE FROM THE PLAN IN THE FOLLOWING AMOUNTS: SEAN T. CONNAUGHTON $64,062 JULIE M. DIME $22,928 ABRAHAM SEGRES $29,074 R. BRENT RAWLINGS $35,764 FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION SHALL HAVE TWO CLASSES OF MEMBERS WHICH SHALL BE KNOWN AS INSTITUTIONAL MEMBERS AND INDIVIDUAL MEMBERS. THERE SHALL BE THE FOLLOWING TYPES OF INSTITUTIONAL MEMBERS: (A) TYPE I SHALL INCLUDE HOSPITALS (GENERAL, NON-GOVERNMENTAL PSYCHIATRIC AND SPECIAL FACILITIES) WHICH PROVIDE INPATIENT CARE AND HEALTH DELIVERY SYSTEMS. THE BOARD OF DIRECTORS SHALL DETERMINE WHETHER PARTICULAR FACILITIES OR ORGANIZATIONS QUALIFY FOR MEMBERSHIP AS PROVIDED FOR IN THE BYLAWS OF THE CORPORATION. (B) TYPE II SHALL INCLUDE ALL OTHER HEALTH CARE ORGANIZATIONS INELIGIBLE FOR TYPE I MEMBERSHIP, INCLUDING WITHOUT LIMITATION FEDERAL AND STATE LONG-TERM CARE FACILITIES, DISPENSARIES, CLINICS AND SIMILAR ORGANIZATIONS FOR THE DIAGNOSIS AND TREATMENT OF THE SICK AND INJURED. (C) TYPE III SHALL INCLUDE ORGANIZATIONS INTERESTED IN THE PURPOSES OF THE CORPORATION BUT WHICH ARE NOT ELIGIBLE FOR INSTITUTIONAL MEMBERSHIP TYPES I OR II. EACH TYPE I INSTITUTIONAL MEMBER SHALL HAVE VOTING RIGHTS AS PROVIDED FOR IN THE BYLAWS AND ALL OTHER TYPES OF MEMBERS SHALL BE NON-VOTING MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A THE DIRECTORS SHALL BE APPOINTED BY THE TYPE I INSTITUTIONAL MEMBERS OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING MATTERS REQUIRE A MAJORITY VOTE BY THE TYPE I INSTITUTIONAL MEMBERS TO BE ADOPTED: 1. AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS; 2. A PLAN OF MERGER OR CONSOLIDATION; 3. SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; AND 4. DISSOLUTION OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE AUDIT COMMITTEE AND MANAGEMENT REVIEW THE 990 AND THEN MAKE IT AVAILABLE TO THE BOARD OF DIRECTORS ON THE BOARD PORTAL PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS ARE REQUIRED TO DISCLOSE ALL INTERESTS ANNUALLY ON A WRITTEN FORM WHICH IS SIGNED AND DATED. IF A CONFLICT EXISTS, THE ISSUE WILL BE REVIEWED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 THE ASSOCIATION CONTRACTS WITH A RELIABLE AND REPUTABLE CONSULTANT WHO REVIEWS APPROPRIATE COMPARATIVE DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. VIRGINIA HOSPITAL RESEARCH AND EDUCATION FOUNDATION PO BOX 31394 RICHMOND VA 23294 540801059 RESEARCH AND EDUCATION IN THE HEALTHCARE INDUSTRY VA 501(C)(3) LINE 10 VIRGINIA HOSPITAL AND HEALTHCARE ASSOCIATION 1 VIRGINIA BUSINESS COALITION ON HEALTH PO BOX 31394 RICHMOND VA 23294 541271014 EDUCATION IN THE HEALTHCARE INDUSTRY VA 501(C)(3) LINE 7 VIRGINIA HOSPITAL AND HEALTHCARE ASSOCIATION 1 VIRGINIA HOSPITAL ASSOCIATION POLITICAL ACTION COMMITTEE PO BOX 31394 RICHMOND VA 23294 541298898 POLITICAL ACTION COMMITTEE VA 527 VIRGINIA HOSPITAL AND HEALTHCARE ASSOCIATION 1 VIRGINIA HOSPITAL SHARED SERVICES CORPORATION PO BOX 31394 RICHMOND VA 23294 541137831 HOSPITAL GROUP PURCHASING PROGRAM VA VIRGINIA HOSPITAL AND HEALTHCARE ASSOCIATION C 1 1 0 1 0 0 0 0 0 0 1 0 1 0 1 1 0 0 0 0 VIRGINIA HOSPITAL SHARED SERVICES CORPORATION A 17449 BOOK VIRGINIA HOSPITAL RESEARCH AND EDUCATION FOUNDATION A 23544 BOOK VIRGINIA HOSPITAL SHARED SERVICES CORPORATION A 677795 BOOK VIRGINIA HOSPITAL SHARED SERVICES CORPORATION C 890179 BOOK VIRGINIA HOSPITAL SHARED SERVICES CORPORATION L 150000 BOOK VIRGINIA HOSPITAL RESEARCH AND EDUCATION FOUNDATION L 120000 BOOK