2022-08-15T10:40:42-05:00 2021-09-30 366055558 GRANT THORNTON LLP 75 STATE STREET BOSTON MA 02109 990 2020-10-01 042106700 MASSACHUSETTS HEALTH & HOSPITAL ASSOC INC MASS 7812626000 500 DISTRICT AVE BURLINGTON MA 01803 JAMES A VAHEY CFO 7812626000 2022-08-15 1 JAMES VAHEY XXX-XX-XXXX ERIN COUTURE P01390592 6177237900 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z STEVEN M WALSH 500 DISTRICT AVE BURLINGTON MA 01803 11077818 0 X WWW.MHALINK.ORG X 1936 MA TO ADVANCE THE HEALTH OF INDIVIDUALS AND COMMUNITIES BY SERVING AS (CONTINUED ON SCHEDULE O)THE LEADING VOICE FOR ALL MASSACHUSETTS HOSPITALS AND HEALTHCARE SYSTEMS AND OTHER CARE PROVIDERS TO HELP THEM PROVIDE HIGH QUALITY, COST-EFFECTIVE AND ACCESSIBLE HEALTHCARE. 30 29 55 30 -2652 0 0 0 10050131 9971749 568169 738730 453135 264481 11071435 10974960 24500 27550 0 0 6936863 8349486 0 0 0 3558505 4041906 10519868 12418942 551567 -1443982 22738188 18521791 12027125 8334464 10711063 10187327 TO ADVANCE THE HEALTH OF INDIVIDUALS AND COMMUNITIES BY SERVING AS THE LEADING VOICE FOR ALL MASSACHUSETTS HOSPITALS AND HEALTHCARE SYSTEMS AND TO HELP THEM PROVIDE HIGH QUALITY, COST-EFFECTIVE AND ACCESSIBLE HEALTHCARE. 0 0 THE MASSACHUSETTS HEALTH AND HOSPITAL ASSOCIATION (MHA) IS A VOLUNTARY, NOT-FOR-PROFIT ORGANIZATION COMPRISED OF HOSPITALS AND HEALTH SYSTEMS, RELATED PROVIDERS, AND OTHER MEMBERS WITH A COMMON INTEREST IN PROMOTING THE GOOD HEALTH OF THE PEOPLE OF THE COMMONWEALTH OF MASSACHUSETTS. THROUGH LEADERSHIP IN PUBLIC ADVOCACY, EDUCATION, AND INFORMATION, MHA REPRESENTS AND ADVOCATES FOR THE COLLECTIVE INTERESTS OF HOSPITALS AND HEALTHCARE PROVIDERS AS WELL AS SUPPORTS THEIR EFFORTS TO PROVIDE HIGH QUALITY, COST-EFFECTIVE AND ACCESSIBLE HEALTHCARE. 0 0 0 1 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 17 0 1 55 1 1 1 0 0 0 0 0 1 0 X 30 29 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X X JAMES VAHEY 7812626062 500 DISTRICT AVE BURLINGTON MA 01803 STEVEN M WALSH PRESIDENT & CEO 37.50 2.00 X X 858905 0 119624 MARK A KEROACK MD MPH IMM PAST CHAIR MOST RECENTLY RETIRED 1.00 2.00 X X 0 0 0 JOSEPH A WHITE MBA FACHE IMMEDIATE PAST CHAIR 1.00 2.00 X X 0 0 0 ERIC W DICKSON MD MHCM CHAIRMAN 1.00 2.00 X X 0 0 0 KEVIN B CHURCHWELL MD CHAIRMAN - ELECT 1.00 2.00 X X 0 0 0 CHRISTINE C SCHUSTER RNMBA TREASURER 1.00 2.00 X X 0 0 0 KIM HOLLON FACHE CIAC CHAIR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 KEVIN TABB MD SECRETARY 1.00 2.00 X X 0 0 0 JOSEPH R BETANCOURT MD MPH DHEI CHAIR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 DEBORAH J WILSON SCOF CHAIR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 PHILIP M CORMIER DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 KATE E WALSH MPH DIRECTOR 1.00 2.00 X 0 0 0 WINFIELD S BROWN MSB MHA DIRECTOR 1.00 2.00 X 0 0 0 ANDREW S FREED DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 MICHAEL J SHEEHY MD DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 MICHAEL J WIDMER PHD DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 LOUIS J WOOLF DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 MAUREEN BANKS RN DNP FACHE DIRECTOR 1.00 2.00 X 0 0 0 RUTH ELLEN FITCH ESQ DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 EDWARD J KELLY DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 JOANNE MARQUSEE DIRECTOR 1.00 2.00 X 0 0 0 PETER J HEALY MHA DIRECTOR 1.00 2.00 X 0 0 0 MICHAEL K LAUF MBA DIRECTOR 1.00 2.00 X 0 0 0 ANNE ROPER DIRECTOR (THRU 03/19/2021) 1.00 2.00 X 0 0 0 ELIZABETH G NABEL DIRECTOR (THRU 03/01/2021) 1.00 2.00 X 0 0 0 MICHAEL R JAFF DO DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 NANCY L SHENDELL-FALIKRNMA DIRECTOR (THRU 6/15/2021) 1.00 2.00 X 0 0 0 SPIROS HATIRAS FACHE SCOPA CHAIR 1.00 2.00 X 0 0 0 THEA L JAMES MD DIRECTOR 1.00 2.00 X 0 0 0 THERESE M HUDSON-JINKSRNMSN DIRECTOR (THRU 01/21/2021) 1.00 2.00 X 0 0 0 ANNE KLIBANSKI MD DIRECTOR 1.00 2.00 X 0 0 0 DAVID PHELPS DIRECTOR 1.00 2.00 X 0 0 0 CAROLYN B JACKSON MBA DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 THOMAS H LEE MD MSC DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 PATRICIA SAMRA BSN RNCPHQ DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 PRATT NORTON WILEY ESQ DIRECTOR (AS OF 09/14/2021) 1.00 2.00 X 0 0 0 DEBORAH BITSOLI MBA CPA DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 GLORIA CLOUGH MS RN DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 MICHAEL DANDORPH MHA DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 KEITH A HOVAN DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 MARY MOSCATO FACHE DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 MICHAEL P ROWAN MHSA DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 ASSAD J SAYAH MD FACEP DIRECTOR (AS OF 01/22/2021) 1.00 2.00 X 0 0 0 MICHAEL SROCZYNSKI SVP, GOVT. ADVOCACY & GEN. COUNSEL 37.50 2.00 X 305309 0 42753 JAMES VAHEY CFO 37.50 2.00 X 182801 0 29139 VALERIE FLEISHMAN SVP & CINO (AS OF 03/2020) 37.50 2.00 X 180430 0 26941 PATRICIA NOGA VP, CLINICAL AFFAIRS 37.50 0.00 X 242944 0 33099 PATRICIA CROWLEYTHRU 053121 VP, GOVERNANCE & MEMBER RELATIONS 37.50 0.00 X 229506 0 35452 STEVEN DEFOSSEZ VP, CLINICAL INTEGRATION 37.50 0.00 X 367549 0 25502 GERALD PLANTE CIO (THRU 07/31/2021) 37.50 0.00 X 190055 0 27769 RICHARD TAYLOR SENIOR DIR., IT (THRU 06/30/2021) 37.50 0.00 X 170622 0 33263 PATRICIA LYNN NICHOLAS FACHE FORMER PRESIDENT AND CEO 0.00 0.00 X 3082561 0 0 5810682 0 373542 21 1 1 0 PRESIDIO NETWORKED SOLUTIONS INC 10 6TH ROAD WOBURN MA 01801 IT SERVICES 267928 FOLEY & LARDNER 111 HUNTINGTON AVE STE 2500 BOSTON MA 02199 LEGAL SERVICES 211155 MINTZ LEVIN 1 FINANCIAL CENTER BOSTON MA 02111 LEGAL SERVICES 136240 3 MEMBERSHIP DUES 611710 9557858 9557858 SERVICE FEES - EDUCATION REVENUE 611710 413891 413891 9971749 170180 170180 85860 102858 -16998 -16998 -16998 568550 0 568550 568550 568550 MEETING/CAFETERIA CHARGES 900099 10425 10425 PRINTING/POSTAGE 900099 3921 3921 267133 267133 281479 10974960 10238882 -2652 738730 27550 1997120 5128034 246287 521939 456106 44815 55145 353800 50380 1166226 785265 535876 591657 10309 3643 73620 192066 32997 DUES & MEMBERSHIPS 60545 SUBSCRIPTIONS 38358 MEETING ROOMS 33921 13283 12418942 4064287 1626384 603991 152951 194224 220582 9028223 8005757 1178254 1022466 12177154 13762230 4520278 1737178 22738188 18521791 1480404 1886102 147991 247818 3254255 3067867 7144475 3132677 12027125 8334464 X 10711063 10187327 10711063 10187327 22738188 18521791 -1443982 920246 0 X 0 1 X 1 0 0 0 0 0 0 0 9557857 1305181 1305181 1305181 132000 132000 1196684 1196684 0 4719250 3960380 758870 2980289 2848693 131596 0 1022466 OTHER INVESTMENTS 1386856 CASH VALUE OF LIFE INSURANCE 350322 1737178 INTERCOMPANY PAYABLES 1745821 RETIREMENT PLAN OBLIGATION 1386856 3132677 X PART X, LINE 2: ASC 740 FOOTNOTE MHA AND MCCH ARE NOT-FOR-PROFIT ORGANIZATIONS DESCRIBED IN SECTION 501(C)(6) OF THE CODE, AND ARE GENERALLY EXEMPT FROM INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. MHREA IS A NOT-FOR-PROFIT ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE CODE, AND IS GENERALLY EXEMPT FROM INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. THE INSURANCE AGENCY IS A FOR-PROFIT SUBSIDIARY OF MHA, AND ANY INCOME TAX IS NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. MHA AND AFFILIATES ARE REQUIRED TO ASSESS UNCERTAIN TAX POSITIONS AND HAVE DETERMINED THAT THERE WERE NO SUCH POSITIONS THAT ARE MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. MHA AND AFFILIATES ARE RESPONSIBLE FOR MAINTENANCE OF THEIR TAX-EXEMPT STATUS; IDENTIFYING AND REPORTING UNRELATED INCOME; DETERMINING ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS IN WHICH THEY HAVE NEXUS; AND IDENTIFYING AND EVALUATING OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. MHA AND AFFILIATES ARE REQUIRED TO ASSESS UNCERTAIN TAX POSITIONS AND HAS DETERMINED THAT THERE WERE NO SUCH POSITIONS THAT ARE MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. 1 FUND FOR POLITICAL EDUCATION 800 10TH STREET NW WASHINGTON DC 200014956 360726140 501(C)(3) 5000 SEE PART IV 1 PART I, LINE 2: MHA MAKES GENERAL CONTRIBUTIONS, NOT GRANTS, TO CERTAIN ORGANIZATIONS SUPPORTING THE FOLLOWING EFFORTS: -FUND FOR POLITICAL EDUCATION X X X X X 1 1 0 PATRICIA LYNN NICHOLAS FACHE FORMER PRESIDENT AND CEO 0 0 0 0 3082561 0 0 0 0 0 3082561 0 1202306 0 STEVEN M WALSH PRESIDENT & CEO 675898 0 180000 0 3007 0 96600 0 23024 0 978529 0 0 0 STEVEN DEFOSSEZ VP, CLINICAL INTEGRATION 193857 0 47330 0 126362 0 4607 0 20895 0 393051 0 0 0 MICHAEL SROCZYNSKI SVP, GOVT. ADVOCACY & GEN. COUNSEL 253576 0 48795 0 2938 0 17100 0 25653 0 348062 0 0 0 PATRICIA NOGA VP, CLINICAL AFFAIRS 196666 0 39541 0 6737 0 13903 0 19196 0 276043 0 0 0 PATRICIA CROWLEYTHRU 053121 VP, GOVERNANCE & MEMBER RELATIONS 197584 0 29450 0 2472 0 14004 0 21448 0 264958 0 0 0 GERALD PLANTE CIO (THRU 07/31/2021) 174057 0 13996 0 2002 0 11526 0 16243 0 217824 0 0 0 JAMES VAHEY CFO 169549 0 10000 0 3252 0 11248 0 17891 0 211940 0 0 0 VALERIE FLEISHMAN SVP & CINO (AS OF 03/2020) 178428 0 0 0 2002 0 7851 0 19090 0 207371 0 0 0 RICHARD TAYLOR SENIOR DIR., IT (THRU 06/30/2021) 153477 0 15496 0 1649 0 10471 0 22792 0 203885 0 0 0 PART I, LINES 4A-B LINE 4A A LISTED INDIVIDUAL RECEIVED SEVERANCE IN CALENDAR YEAR 2020. THIS AMOUNT IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). LINE 4B THE PRESIDENT AND CEO, PARTICIPATES IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. NO AMOUNTS WERE PAID OUT DURING CALENDAR YEAR 2020 OR FISCAL YEAR ENDED SEPTEMBER 30, 2021. $79,500 WAS CONTRIBUTED TO THE PLAN DURING THE CALENDAR YEAR 2020. DURING HER OVER 10 YEARS OF SERVICE TO THE ORGANIZATION, THE FORMER PRESIDENT PARTICIPATED IN THE DEFERRAL OF CERTAIN COMPENSATION UNDER A NON-QUALIFIED DEFERRED COMPENSATION ARRANGEMENT. IN 2020, UNDER THE TERMS OF SUCH PLAN, THE DEFERRED COMPENSATION VESTED AND IS INCLUDED IN HER TAXABLE COMPENSATION AS REFLECTED ON SCHEDULE J, PART II, COLUMN (B)(III). FORM 990, PART VI, SECTION A, LINE 1 DELEGATION OF AUTHORITY THE EXECUTIVE COMMITTEE MEETS SIX TIMES EACH YEAR TO ADDRESS INTERNAL OPERATIONAL POLICIES WHICH ARE LATER REVIEWED BY THE FULL GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS THE ASSOCIATION HAS SIX TYPES OF MEMBERS PER ITS BYLAWS: 1. INSTATE HOSPITALS 2. OTHER HEALTH CARE PROVIDERS 3. AFFILIATED MEMBERS 4. ALLIED MEMBERS 5. HONORARY/LIFETIME MEMBERS 6. HOSPITALS LICENSED OUTSIDE OF MASSACHUSETTS FORM 990, PART VI, SECTION A, LINE 7A MEMBERS OR STOCKHOLDERS WHO MAY ELECT MEMBERS OF GOVERNING BODY MHA HOLDS A GOVERNANCE COMMITTEE MEETING EACH YEAR TO DEVELOP A LIST OF OFFICERS WHO ARE PRESENTED TO THE ANNUAL MEMBERSHIP MEETING FOR VOTING OF THE MHA BOARD OF TRUSTEES FOR EACH YEAR. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS SUBJECT TO APPROVAL ANY CHANGES TO THE MHA BY-LAWS OR CORPORATE GOVERNANCE DOCUMENTS MUST BE APPROVED AT THE ANNUAL MEMBERSHIP MEETING EACH YEAR. OTHER CHANGES TO CORPORATE POLICIES AND PROCEDURES ARE APPROVED BY THE BOARD OR OTHER GOVERNANCE COMMITTEES. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE FORM 990 WAS PREPARED BY THE ORGANIZATION'S TAX SERVICE PROVIDER WITH INFORMATION PROVIDED BY THE CFO. THE FORM GOES THROUGH REVIEW BY THE CHIEF EXECUTIVE OFFICER PRIOR TO BEING PRESENTED TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES. THE EXECUTIVE COMMITTEE REVIEWS THE FORM 990 IN DETAIL AND APPROVES IT FOR SUBMISSION. A COPY IS ALSO MADE AVAILABLE TO ALL THE MEMBERS OF THE BOARD OF TRUSTEES TO REVIEW. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY MONITORING & ENFORCEMENT THE ASSOCIATION MAINTAINS A WRITTEN CONFLICT OF INTEREST POLICY INCLUDED IN THE ASSOCIATION'S POLICIES AND PROCEDURES MANUAL. THIS MANUAL IS UPDATED AND DISSEMINATED TO EMPLOYEES AND TRUSTEES ANNUALLY. AT THE START OF EACH FISCAL YEAR, THE MANAGER OF HUMAN RESOURCES REQUIRES THAT EACH KEY EMPLOYEE, OFFICER AND TRUSTEE COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE TRUSTEES AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS. INDIVIDUALS WITH A CONFLICT OF INTEREST ARE PROHIBITED FROM PARTICIPATING IN THE DISCUSSION AND RESOLUTION OF THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION LINE 15A THE ORGANIZATION'S COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES IS AN INDEPENDENT COMMITTEE THAT DOES NOT HAVE ANY CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION PAID TO THE ORGANIZATION'S EXECUTIVES. THIS COMMITTEE REVIEWS THE CHIEF EXECUTIVE OFFICER'S ANNUAL GOALS AND PERFORMANCE. THE COMMITTEE SETS AND APPROVES THE COMPENSATION PACKAGE OF THE CHIEF EXECUTIVE OFFICER EACH YEAR. THE COMMITTEE HIRES A COMPENSATION CONSULTING FIRM TO PROVIDE EXPERTISE AND GUIDANCE REGARDING COMPARABLE COMPENSATION DATA FOR SIMILARLY QUALIFIED PEOPLE IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILAR SIZED ORGANIZATIONS, AND PERIODIC UPDATES AS PRUDENT. THE COMPENSATION REVIEW IS AN ANNUAL PROCESS AND IS DOCUMENTED EACH YEAR IN THE COMPENSATION COMMITTEE MINUTES, IN WHICH THE DELIBERATION AND DECISION REGARDING THE COMPENSATION ARRANGEMENT FOR THE CEO IS RECORDED. THE COMPENSATION COMMITTEE REPORTS ON ITS MEETINGS AND ACTIONS TO THE FULL BOARD OF TRUSTEES. LINE 15B THE CHIEF EXECUTIVE OFFICER MAKES RECOMMENDATIONS FOR REVIEW AND APPROVAL OF OFFICERS AND KEY EMPLOYEES' COMPENSATION TO THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THE ORGANIZATION'S COMPENSATION COMMITTEE IS AN INDEPENDENT COMMITTEE THAT DOES NOT HAVE ANY CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION PAID TO THE ORGANIZATION'S EXECUTIVES. FROM TIME TO TIME, THE COMMITTEE HIRES A COMPENSATION CONSULTING FIRM TO PROVIDE EXPERTISE AND GUIDANCE REGARDING COMPARABLE COMPENSATION DATA FOR SIMILARLY QUALIFIED PEOPLE IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILAR SIZED ORGANIZATIONS, AND PERIODIC UPDATES AS PRUDENT. THE COMPENSATION REVIEW IS DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES, IN WHICH THE DELIBERATION AND DECISION REGARDING THE COMPENSATION ARRANGEMENT FOR OFFICERS AND KEY EMPLOYEES IS RECORDED. FORM 990, PART VI, SECTION C, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC THE ORGANIZATION MAKES ITS FORM 990 AVAILABLE TO THE PUBLIC BY RETAINING A COPY AT ITS PLACE OF BUSINESS. THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE LIKEWISE PUBLISHED ON GUIDESTAR AND PROPUBLICA. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY MAY BE PROVIDED AT MANAGEMENT'S DISCRETION, IF REQUESTED. MA HOSPITAL RESEARCH & ED ASSOCIATION 500 DISTRICT AVE BURLINGTON MA 01803 237039401 EDUCATION MA 501(C)(3) LINE 10 MHA 1 MA COUNCIL OF COMMUNITY HOSPITALS INC 500 DISTRICT AVE BURLINGTON MA 01803 043116067 SUPPORT MA 501(C)(6) N/A MHA 1 MHA SOLUTIONS INC 500 DISTRICT AVE BURLINGTON MA 01803 042915488 INSURANCE MA MHA SUBHOLD C 1090235 517593 1.00000 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 1 1 0 MHA SOLUTIONS INC A 50700 FMV MHA SOLUTIONS INC I 53000 FMV MHA SOLUTIONS INC O 120000 FMV MHA SOLUTIONS INC O 37750 FMV MHA SOLUTIONS INC R 198172 FMV MHREA N 1474060 CASH MHREA O 148244 FMV