2022-11-04T09:59:45-05:00 2021-12-31 990 2021-01-01 541760974 VIRGINIA PREMIER HEALTH PLAN INC VIRG 7574557020 6015 POPLAR HALL DRIVE NORFOLK VA 23502 JEFF SNYDER TREASURER 7574557020 2022-10-19 JEFF SNYDER 999009999 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z DENNIS MATHEIS 6015 POPLAR HALL DRIVE NORFOLK VA 23502 2484770927 0 X WWW.VAPREMIER.COM X 2010 VA TO ENSURE OUR MEMBERS RECEIVE THE HIGHEST QUALITY MEDICAL SERVICES. OUR GOAL IS TO IMPROVE THE HEALTH STATUS OF OUR MEMBERSHIP. 9 5 1 5 0 0 0 0 1127476545 2386027496 10500420 11098219 0 0 1137976965 2397125715 0 0 0 0 187307 903755 0 0 0 1119364394 2312187766 1119551701 2313091521 18425264 84034194 749956030 777728605 360873443 432470478 389082587 345258127 X SEE SCHEDULE OVIRGINIA PREMIER HEALTH PLAN IS COMMITTED TO ENSURING OUR MEMBERSRECEIVE THE HIGHEST QUALITY MEDICAL SERVICES FROM OUR PHYSICIANS,HOSPITALS, AND OTHER HEALTH CARE PROVIDERS. THROUGH OPERATIONALEXCELLENCE, OUR DEDICATED TEAM PROMOTES MEMBER-FOCUSED SERVICES, FOSTERS STRONG PROVIDER RELATIONSHIPS AND SHIFTS MORE OF OUR FINANCIAL RESOURCES TO HEALTH CARE SERVICES. OUR GOAL IS TO IMPROVE THE HEALTH STATUS OF OUR MEMBERSHIP. GUIDING VALUES AND PRINCIPLES:- SERVE AND SUPPORT THE VIRGINIA MEDICAID AND MEDICARE ELIGIBLE POPULATION.- MEET THE HEALTH CARE NEEDS OF OUR MEMBERS.- EMPOWER OUR MEMBERS THROUGH EDUCATION AND MEMBER-FOCUSED SERVICES.- SUPPORT DOCTOR/PATIENT RELATIONSHIPS BY FOSTERING STRONG PROVIDER RELATIONSHIPS.- EFFECTIVELY INTEGRATE MANAGED CARE ADMINISTRATION AND HEALTH CARE SERVICES.- ABIDE BY ALL ETHICAL STANDARDS AND DEMONSTRATE INTEGRITY AND QUALITY IN ALL BUSINESS PRACTICES. 0 0 2279534269 0 2386027496 VIRGINIA PREMIER MAINTAINS CONTRACTS WITH AREA PROVIDERS TO SUPPLY HEALTH CARE, DISEASE PREVENTION, AND HEALTH PROMOTION FOR INDIVIDUALS AND FAMILIES IN THE COMMUNITY IN AN EFFECTIVE, ACCESSIBLE AND AFFORDABLE MANNER. 2279534269 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 1 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 X 5781 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 9 5 1 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X CORPORATE OFFICERS 7574557020 6015 POPLAR HALL DRIVE NORFOLK VA 23502 ROBERT A BROERMANN DIRECTOR 1.00 50.00 X 0 2171787 55654 DENNIS A MATHEIS DIRECTOR/PRESIDENT 15.00 27.00 X X 829366 1412164 201051 JORDAN R ASHER MD DIRECTOR 1.00 42.00 X 0 1603621 187138 PATRICIA DARNLEY DIRECTOR 1.00 40.00 X 0 682866 80408 COLIN DROWZOWSKI DIRECTOR 1.00 40.00 X 0 622621 96433 ROBERT C FORT DIRECTOR 1.00 1.00 X 0 0 0 CATHIE J VICK DIRECTOR 1.00 1.00 X 0 0 0 J LES HALL DIRECTOR 1.00 4.90 X 0 0 0 DR ARLINE D BOHANNON DIRECTOR 1.00 0.00 X 0 0 0 MELINDA S HANCOCK DIRECTOR (THROUGH 6/2021) 1.00 40.00 X 0 450002 42754 KARAH GUNTHER VCUHS DIRECTOR 1.00 0.00 X 0 0 0 LOUIS PATALANO IV SECRETARY (THROUGH 9/25/2021) 1.00 49.00 X 0 1141330 75182 JEFF C SNYDER TREASURER 2.00 40.00 X 0 297617 53395 MEGAN R PERRY FORMER OFFICER 0.00 41.40 X 0 1739461 31360 LINDA T HINES FORMER KE 0.00 40.00 X 0 460052 44133 TIMOTHY E CARPENTER FORMER KE 0.00 40.00 X 0 246746 39297 PETER PAVELL FORMER KE 0.00 40.00 X 0 330840 46103 ERIC WILSON FORMER KE 0.00 40.00 X 0 297864 47401 RANDY DOVEL FORMER KE 0.00 40.00 X 0 233218 27834 JAMIE MCPHERSON FORMER KE 0.00 40.00 X 0 293707 55064 DAVID SUMMERS FORMER T5 0.00 40.00 X 0 312270 50142 MARK MATTINGLY FORMER KE 0.00 40.00 X 0 397671 19230 829366 12693837 1152579 1 1 1 0 KAISER PERMANENTE PO BOX 64533 BALTIMORE MD 21264 LAB SERVICES 151285523 CONSUMER DIRECT CARE NETWORK 100 CONSUMER DIRECT WAY STE 375 MISSOULA MT 59808 SELF-DIRECTED CARES SERVICES 98230467 VCU HEALTH SYSTEM PO BOX 758997 BALTIMORE MD 212750001 HEALTHCARE PROVIDER 62305341 RECTOR AND VISITORS OF UNIV OF VIRGINIA PO BOX 40359 ATLANTA GA 303843059 HEALTHCARE PROVIDER 61292398 CARILION MEDICAL CENTER PO BOX 826761 PHILADELPHIA PA 191820001 HEALTHCARE PROVIDER 53772609 1483 SUBSCRIBER PREMIUMS 900099 2386027496 2386027496 2386027496 3848456 3848456 94894975 87570495 74717 7324480 -74717 7249763 7249763 2397125715 2386027496 0 11098219 903755 759375 144380 203322531 170840617 32481914 341059 286573 54486 5486328 4609856 876472 MEDICAL CLAIMS AND CAPI 2103005359 2103005359 BAD DEBT EXPENSE 32489 32489 2313091521 2279534269 33557252 0 41173392 85618807 229064784 270055419 9154664 4592771 23006218 8654140 19098006 14352078 413121836 368393175 15738671 12540854 18546667 18166667 4058010 4008834 749956030 777728605 11937299 19301398 6638 0 348929506 413169080 360873443 432470478 X 389082587 345258127 389082587 345258127 749956030 777728605 X 84034194 141346 -128000000 X 0 1 X 1 0 X 108692904 108692904 1371673587 1730318354 2066017019 1127476545 2386027499 8681513004 1371673587 1730318354 2174709923 1127476545 2386027499 8790205908 0 0 0 8790205908 3766937 4653908 3839077 650811 3848456 16759189 3766937 4653908 3839077 650811 3848456 16759189 1375440524 1734972262 2178549000 1128127356 2389875955 8806965097 0.99810 0.99790 0.00190 0.00210 X 0 0 0 0 0 0 0 0 1 650 650 0 PART II-B, LINE 1: THE ORGANIZATION IS INVOLVED IN INDIRECT LOBBYING ACTIVITIES THROUGH PAYMENT OF MEMBERSHIP DUES TO THE ASSOCIATION FOR COMMUNITY AFFILIATED PLANS. 310000 310000 2828070 692455 2135615 19571850 7961685 11610165 296298 296298 14352078 DUE TO AFFILIATES 18209710 OTHER LIABILITIES 175065458 MEDICAL CLAIMS PAYABLE 200043222 PREMIUM DEFICIENCY RESERVES 19850690 413169080 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 12482913 0 0 0 0 0 0 12482913 0 12482913 0 0 1 0 1 0 PART III ACCOUNTING METHOD: 1 1 0 0 0 0 0 1 0 DENNIS A MATHEIS DIRECTOR/PRESIDENT 355338 605036 459306 782061 14722 25067 66281 112856 8108 13806 903755 1538826 0 254058 ROBERT A BROERMANN DIRECTOR 0 1018716 0 890138 0 262933 0 33599 0 22055 0 2227441 0 0 JORDAN R ASHER MD DIRECTOR 0 853692 0 700623 0 49306 0 151062 0 36076 0 1790759 0 0 MEGAN R PERRY FORMER OFFICER 0 619656 0 343786 0 776019 0 9060 0 22300 0 1770821 0 324861 LOUIS PATALANO IV SECRETARY (THROUGH 9/25/2021) 0 469404 0 431615 0 240311 0 57915 0 17267 0 1216512 0 0 PATRICIA DARNLEY DIRECTOR 0 446677 0 208865 0 27324 0 44423 0 35985 0 763274 0 0 COLIN DROWZOWSKI DIRECTOR 0 464054 0 156431 0 2136 0 65958 0 30475 0 719054 0 0 LINDA T HINES FORMER KE 0 304530 0 111375 0 44147 0 17400 0 26733 0 504185 0 0 MELINDA S HANCOCK DIRECTOR (THROUGH 6/2021) 0 289158 0 0 0 160844 0 35751 0 7003 0 492756 0 0 MARK MATTINGLY FORMER KE 0 296433 0 99298 0 1940 0 17287 0 1943 0 416901 0 0 PETER PAVELL FORMER KE 0 233998 0 80336 0 16506 0 16438 0 29665 0 376943 0 0 DAVID SUMMERS FORMER T5 0 263997 0 40530 0 7743 0 17400 0 32742 0 362412 0 0 JEFF C SNYDER TREASURER 0 214759 0 76569 0 6289 0 16425 0 36970 0 351012 0 0 JAMIE MCPHERSON FORMER KE 0 231556 0 35549 0 26602 0 17316 0 37748 0 348771 0 0 ERIC WILSON FORMER KE 0 214091 0 74490 0 9283 0 17200 0 30201 0 345265 0 0 TIMOTHY E CARPENTER FORMER KE 0 188051 0 32305 0 26390 0 15006 0 24291 0 286043 0 0 RANDY DOVEL FORMER KE 0 193641 0 29706 0 9871 0 14058 0 13776 0 261052 0 0 PART I, LINE 3 SENTARA HEALTHCARE, THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, ESTABLISHED THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL THROUGH THE USE OF A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION STUDY, AND APPROVAL BY SENTARA HEALTHCARE'S COMPENSATION COMMITTEE. SENTARA HEALTHCARE RECOGNIZES THAT PROVIDING THE BEST POSSIBLE CARE REQUIRES US TO ATTRACT AND RETAIN THE VERY BEST EMPLOYEES. OUR ORGANIZATION IS COMMITTED TO INVESTING IN OUR PEOPLE BY OFFERING COMPETITIVE COMPENSATION OPPORTUNITIES AND A STRONG WORKPLACE ENVIRONMENT. THE SENTARA HEALTHCARE BOARD HAS DIRECTED A COMMITTEE OF INDEPENDENT, CONFLICT-FREE BOARD MEMBERS TO DEVOTE THEIR TIME AND ATTENTION TO THE OVERSIGHT OF SENTARA HEALTHCARE'S EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS. THE COMPENSATION COMMITTEE CONSISTS OF PROFESSIONAL, EXPERIENCED, AND DEDICATED BOARD MEMBERS WHO TAKE THIS RESPONSIBILITY VERY SERIOUSLY. THE COMPENSATION COMMITTEE FOLLOWS GOVERNANCE BEST PRACTICES IN THE REVIEW AND APPROVAL OF EXECUTIVE COMPENSATION. THE COMPENSATION COMMITTEE IS ASSISTED BY OUTSIDE ADVISORS WHO ARE ENGAGED BY THE COMMITTEE. PART I, LINES 4A-B LOUIS PATALANO, IV RECEIVED $130,308 IN COMPENSATION RELATED TO HIS SEPARATION FROM SERVICE. THIS AMOUNT HAS BEEN INCLUDED IN COLUMN (B)(III) OF SCHEDULE J, PART II. ROBERT BROERMANN, MEGAN PERRY, DENNIS MATHEIS, JORDAN ASHER, LOUIS PATALANO AND MELINDA HANCOCK PARTICIPATED IN THE SENTARA CAPITAL ACCUMULATION ACCOUNT PLAN. THE CAPITAL ACCUMULATION PLAN IS A NONQUALIFIED DEFERRED COMPENSATION PROGRAM. SUCH PLANS ARE COMMONLY OFFERED TO NOT-FOR-PROFIT HEALTH CARE EXECUTIVES TO PROVIDE ADDITIONAL RETIREMENT BENEFITS TO SUPPLEMENT LIMITATIONS IN QUALIFIED PLANS. PARTICIPATION IS LIMITED TO A SELECT GROUP OF CORPORATE EXECUTIVES AS APPROVED BY SENTARA HEALTHCARE'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. TERMS OF THE PLAN CHANGED EFFECTIVE JANUARY 1, 2009, WHEREBY VESTING OF CONTRIBUTIONS MADE ON OR AFTER THAT DATE NOW OCCURS ON THE EARLIER OF FIVE YEARS FOR EACH YEARS' CONTRIBUTIONS OR AGE 55 WITH 10 YEARS OF SERVICE. UNDER THE OLD TERMS, VESTING OF CONTRIBUTIONS MADE PRIOR TO JANUARY 1, 2009 OCCURS ON THE EARLIEST OF ASSIGNED DISTRIBUTION DATE, DEATH, INVOLUNTARY TERMINATION WITHOUT CAUSE OR COMPLETION OF TWO-YEAR NON-COMPETE AFTER VOLUNTARY TERMINATION (REGARDLESS OF ORIGINAL ASSIGNED DISTRIBUTION DATE). DURING 2021, THE FOLLOWING CORPORATE EXECUTIVES RECEIVED VESTED DISTRIBUTIONS UNDER THE PLAN: ROBERT BROERMANN ($181,940) AND MEGAN PERRY ($700,638). THESE AMOUNTS HAVE BEEN REPORTED IN COLUMN (B)(III) OF SCHEDULE J, PART II. DURING THE CURRENT TAX YEAR DENNIS MATHEIS, PATRICIA DARNLEY, LINDA HINES AND TIMOTHY CARPENTER PARTICIPATED IN THE SENTARA NON-QUALIFIED DEFERRED COMPENSATION PLAN. A NEW PLAN YEAR BEGINS EACH JANUARY 1ST. ELIGIBILITY REQUIRES THAT AN EMPLOYEE MUST BE IN THE TOP 5% BY SALARY AND HAVE COMPENSATION GREATER THAN OR EQUAL TO THE HIGHLY COMPENSATED AMOUNT SET BY THE PLAN IN ORDER TO PARTICIPATE. PARTICIPANTS MUST MAKE THEIR ELECTIONS IN THE YEAR PRECEDING THE DEFERRAL YEAR AND SELECT A DISTRIBUTION DATE. NEW ELECTIONS MUST BE MADE EACH YEAR. ALL PARTICIPANTS ARE 100% VESTED IN THEIR ACCOUNT BALANCES AND LUMP SUM IS THE FORM OF PAYMENT AT THE DISTRIBUTION DATE UNLESS A 5 OR 10 YEAR INSTALLMENT PAYMENT WAS SELECTED. PART I, LINE 7 DURING THE CURRENT TAX YEAR, THE ORGANIZATION MADE NON-FIXED PAYMENTS OF COMPENSATION UNDER THE FOLLOWING INCENTIVE PROGRAMS: ANNUAL INCENTIVE PROGRAM - EXECUTIVES AND SENIOR LEADERS ARE ELIGIBLE FOR ANNUAL AWARDS BASED ON SYSTEM AND INDIVIDUAL PERFORMANCE. BOTH SYSTEM AND INDIVIDUAL SCORES ARE DETERMINED AFTER YEAR-END, AT WHICH POINT AWARDS MAY BE PAID AND REPORTED AS COMPENSATION. TARGET AND MAXIMUM OPPORTUNITIES VARY BY LEVEL. TOP HAT- WITHIN THE ANNUAL INCENTIVE PROGRAM, EXECUTIVES AND SENIOR LEADERS MAY RECEIVE ADDITIONAL INCENTIVE PAY TO REWARD EXCEPTIONAL INDIVIDUAL PERFORMANCE. FORM 990, PART V, LINE 1A, NUMBER REPORTED IN BOX 3 OF FORM 1096 SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION AND THE SECTION 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, MAINTAINS AN AGENCY RELATIONSHIP WITH THE ORGANIZATION AND ISSUES 1099S ON ITS BEHALF. THE NUMBER REPORTED IS A BEST ESTIMATE OF THE 1099S ATTRIBUTABLE TO THE ORGANIZATION. THE EXACT NUMBER CANNOT BE DETERMINED; AS SOME OF THE 1099S ISSUED BY THE AGENT ARE ATTRIBUTABLE TO MORE THAN ONE ENTITY, AND THERE IS NO REPORTING MECHANISM TO DETERMINE 1099'S ATTRIBUTABLE SOLELY TO THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVED TOGETHER ON THE BOARDS OF OTHER ORGANIZATIONS WITHIN THE SENTARA HEALTHCARE SYSTEM ("THE SYSTEM"), AS WELL AS JOINT VENTURES IN WHICH THE SYSTEM HAD AN OWNERSHIP INTEREST. SEE SCHEDULE R FOR A LISTING OF SUCH ENTITIES. FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAD AN ADMINISTRATIVE SERVICES AGREEMENT ("ASA") WITH SENTARA HEALTH PLANS, INC., A RELATED ORGANIZATION. UNDER THE ASA, THE ORGANIZATION DELEGATED MANAGEMENT DUTIES SUCH AS PLANNING AND EXECUTING BUDGETS AND FINANCIAL OPERATIONS AND SUPERVISING EXEMPT OPERATIONS TO SENTARA HEALTH PLANS, INC. ALL PERSONS LISTED AS FORMER KEY AND HIGHEST COMPENSATED EMPLOYEES IN CORE PART VII SECTION A RECEIVED COMPENSATION FROM SENTARA HEALTH PLANS, INC. OFFICERS DENNIS MATHEIS AND JEFF SNYDER ALSO RECEIVED COMPENSATION FROM SENTARA HEALTH PLANS, INC. SEE CORE PART VII SECTION A COLUMNS (E) AND (F) FOR REPORTABLE AND OTHER COMPENSATION PAID BY SENTARA HEALTH PLANS, INC. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO SHAREHOLDERS WITH THE RIGHT TO DESIGNATE THE DIRECTORS OF ITS BOARD: SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION AND THE SECTION 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND VCU HEALTH SYSTEM AUTHORITY, A PUBLIC BODY CORPORATE, PUBLIC INSTRUMENTALITY AND SUBDIVISION OF THE COMMONWEALTH OF VIRGINIA. SENTARA HEALTHCARE HAS THE RIGHT TO DESIGNATE EIGHT DIRECTORS AND VCU HEALTH SYSTEM AUTHORITY HAS THE RIGHT TO DESIGNATE TWO DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A AS DESCRIBED ABOVE, SENTARA HEALTHCARE AND VCU HEALTH SYSTEM AUTHORITY HAVE THE RIGHT TO DESIGNATE DIRECTORS OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING GOVERNANCE ACTIONS REQUIRE PRIOR APPROVAL BY THE ORGANIZATION'S STOCKHOLDERS: (I) ADMITTING A NEW STOCKHOLDER OF THE ORGANIZATION (OR ITS SUBSIDIARIES) OR ESTABLISHING THE TERMS UPON WHICH A NEW STOCKHOLDER WILL BE ADMITTED TO THE ORGANIZATION, EXCEPT FOR NEW STOCKHOLDERS THAT ACQUIRE COMMON STOCK FROM AN EXISTING STOCKHOLDER IN A MANNER ALLOWED UNDER ARTICLE III OF THE STOCKHOLDERS AGREEMENT; (II) AMENDING THE A&R ARTICLES OR A&R BYLAWS OR THE ORGANIZATIONAL DOCUMENTS OF ANY ORGANIZATION SUBSIDIARY, EXCEPT FOR AMENDMENTS TO SUCH DOCUMENTS AS, AND TO THE EXTENT, REQUIRED BY A CHANGE IN APPLICABLE LAW; (III) INCURRING INDEBTEDNESS (EITHER BY THE ORGANIZATION OR BY ANY OF ITS SUBSIDIARIES), OR GUARANTYING INDEBTEDNESS OF ANY THIRD PARTY (OTHER THAN A SUBSIDIARY OF THE ORGANIZATION), WHETHER SECURED OR UNSECURED, THAT INVOLVES IN EXCESS OF $5,000,000 INDIVIDUALLY OR IN THE AGGREGATE (DURING ANY 12-MONTH PERIOD) WITH OTHER RELATED INDEBTEDNESS OR GUARANTIES; (IV) RESPONDING TO, AND RESOLVING, ANY ACTIONS, COMPLAINTS, AND/OR INVESTIGATIONS OF ANY GOVERNMENTAL AUTHORITY WHERE ANY AMOUNT OF LIABILITY IS EXPECTED TO EXCEED $250,000 IN ANY ONE INSTANCE; (V) TAKING ANY ACTION, OR REFRAINING FROM TAKING ANY ACTION, THAT WOULD, OR IS REASONABLY LIKELY TO, JEOPARDIZE THE FEDERAL TAX-EXEMPT STATUS OF THE ORGANIZATION OR EITHER STOCKHOLDER OR ANY OF THEIR TAX-EXEMPT AFFILIATES, CAUSE VCUHS TO ACT IN ANY MANNER INCONSISTENT WITH ITS ENABLING ACT (CODE OF VIRGINIA 23.50.16.1 ET SEQ.), AND/OR RESULT IN THE IMPOSITION OF INTERMEDIATE SANCTIONS ON THE ORGANIZATION OR EITHER STOCKHOLDER OR ANY OF THEIR TAX-EXEMPT AFFILIATES UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE; (VI) ENCUMBERING A MATERIAL PORTION OF THE ASSETS OF THE ORGANIZATION (OR ITS SUBSIDIARIES) EXCEPT AS MAY BE REQUIRED BY A CHANGE IN APPLICABLE LAW; (VII) SELLING OR EXCHANGING ALL OR ANY SIGNIFICANT PORTION OF ASSETS OF THE ORGANIZATION (OR OF ANY OF ITS SUBSIDIARIES); (VIII) ENTERING INTO ANY MERGER, CONSOLIDATION, REORGANIZATION OR SIMILAR TRANSACTION INVOLVING THE ORGANIZATION (OR ITS SUBSIDIARIES) WITH OR INTO ANY OTHER ENTITY; (IX) MAKING A VOLUNTARY DISSOLUTION OR LIQUIDATION OF THE ORGANIZATION (OR OF ANY OF ITS SUBSIDIARIES), A REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS ONCE APPROVED BY THE STOCKHOLDERS, OR ANY DECISION TO FILE A PETITION REQUESTING OR CONSENTING TO AN ORDER FOR RELIEF UNDER THE FEDERAL BANKRUPTCY LAWS OR SIMILAR STATE LAWS; (X) ACCEPTING THIRD-PARTY INVESTMENTS IN THE ORGANIZATION (OR IN ANY OF ITS SUBSIDIARIES), INCLUDING BY WAY OF DIRECT INVESTMENT, INITIAL PUBLIC OFFERING OR OTHER CAPITAL MARKET TRANSACTIONS; (XI) ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF A THIRD-PARTY ENTITY THAT IS NOT AN AFFILIATE; (XII) CREATING OR ACQUIRING ANY DIRECT OR INDIRECT SUBSIDIARY, OR INTERESTS OF ANY KIND IN OR OF ANY OTHER BUSINESS ENTERPRISE OF WHICH THE ORGANIZATION OR ANY OF ITS SUBSIDIARIES IS TO BE A STOCKHOLDER, PARTNER, MEMBER OR OTHER TYPE OF EQUITY OWNER, OR ENTERING INTO ANY JOINT VENTURE, PARTNERSHIP OR SIMILAR ARRANGEMENT WITH ANY OTHER PERSON OR ENTITY, OR DISSOLVING, TERMINATING OR OTHERWISE CHANGING ANY SUCH LEGAL RELATIONSHIP AFTER IT HAS BEEN APPROVED BY THE STOCKHOLDERS; OR (XIII) REQUESTING A PERMITTED ACCOUNTING PRACTICE FROM THE VBOI. FORM 990, PART VI, SECTION B, LINE 11B A COPY OF THE ORGANIZATION'S FINAL FORM 990, AS ULTIMATELY FILED WITH THE IRS, WAS PROVIDED TO EACH VOTING MEMBER OF SENTARA HEALTHCARE'S GOVERNING BODY BEFORE BEING FILED. SENTARA HEALTHCARE IS A VIRGINIA NONSTOCK CORPORATION AND THE SECTION 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM".) THE ORGANIZATION USED THE SYSTEM'S IN-HOUSE TAX DEPARTMENT, HEADED BY A LICENSED CERTIFIED PUBLIC ACCOUNTANT, TO BOTH PREPARE AND REVIEW ITS FORM 990. DURING THE PREPARATION AND REVIEW PROCESS, THE TAX DEPARTMENT WORKED CLOSELY WITH OTHER SYSTEM DEPARTMENTS, SUCH AS LEGAL, COMPENSATION AND BENEFITS, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS, BOARD-NOMINATED OFFICERS, AND KEY EMPLOYEES ARE REQUESTED TO SUBMIT AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE AND CERTIFY TO THE COMPLETION AND ACCURACY OF THE INFORMATION DISCLOSED. ADDITIONALLY, EACH ORGANIZATION'S GOVERNING BOARD OR APPROPRIATE BODY MONITORS TRANSACTIONS INVOLVING DISCLOSED POTENTIAL CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 AS PART OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), THE ORGANIZATION FOLLOWED PROCESSES AND PROCEDURES SET FORTH IN ITS GOVERNING DOCUMENTS TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS AS A 501(C)(3) HEALTHCARE ORGANIZATION TO PAY DISQUALIFIED PERSONS' REASONABLE COMPENSATION. SUCH PROCESSES AND PROCEDURES ARE INTENDED TO ESTABLISH THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958 REGULATIONS. THE COMPENSATION PHILOSOPHY OF THE SYSTEM AS A WHOLE IS TO BASE OVERALL COMPENSATION AND BENEFITS FOR EXECUTIVES ON NOT-FOR-PROFIT MARKET COMPARABLES, ADJUSTED AS APPLIED TO EACH EXECUTIVE, TAKING INTO CONSIDERATION THE INDIVIDUAL SKILLS, EXPERIENCE, TENURE AND PERFORMANCE OF THE EXECUTIVE BEING COMPENSATED AND OVERALL PERFORMANCE OF THE ORGANIZATION. IN LINE WITH THIS PHILOSOPHY, THE SYSTEM PERFORMED SUBSTANTIAL DUE DILIGENCE AS TO MARKET COMPARABLES. THE SYSTEM'S COMPENSATION COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST, ENGAGED AN OUTSIDE CONSULTANT, WHO REPORTS TO THE COMPENSATION COMMITTEE, TO CONDUCT A STUDY ASSESSING THE COMPETITIVENESS OF TOTAL COMPENSATION (INCLUDING CASH COMPENSATION, BENEFITS AND PERQUISITES) OF ITS SENIOR EXECUTIVES PRIOR TO MAKING DECISIONS REGARDING ANNUAL BASE SALARY ADJUSTMENTS, APPROVING INCENTIVE AWARDS, OR CONSIDERING PROGRAMMATIC CHANGES. THE STUDY COMPARED THE COMPENSATION OF THE SYSTEM'S SENIOR EXECUTIVES TO COMPENSATION DATA FROM MULTIPLE PUBLISHED SURVEY SOURCES BASED ON EACH SENIOR EXECUTIVE'S FUNCTIONAL RESPONSIBILITY. IN CONDUCTING THE STUDY, THE CONSULTANT TARGETED OTHER NOT-FOR-PROFIT HEALTH SYSTEMS OF SIMILAR SIZE BASED ON NET REVENUE AND COMPLEXITY. FOR HEALTH PLAN POSITIONS, HEALTH PLANS WITH SIMILAR PREMIUMS, OR MEMBERS, WERE TARGETED. THE CONSULTANT ALSO CONDUCTS A REVIEW OF THE ORGANIZATION'S PERFORMANCE RELATIVE TO A GROUP OF NOT-FOR-PROFIT HEALTH SYSTEMS OF COMPARABLE SIZE AND SCOPE OF OPERATIONS EVERY YEAR. THE MOST RECENT STUDY COMPARED SENTARA'S PERFORMANCE TO 26 NOT-FOR-PROFIT HEALTHCARE SYSTEMS, AND 37 INDEPENDENT AND INTEGRATED DELIVERY SYSTEM-OWNED HEALTH PLANS THAT ARE COMPARABLE IN SIZE TO SENTARA'S HEALTH PLAN, BASED ON NET REVENUE GROWTH, OPERATING MARGIN, VARIOUS CLINICAL QUALITY METRICS AND PATIENT SATISFACTION. OVERALL, THE CONSULTANT DETERMINED THAT SENTARA'S PAY WAS ALIGNED WITH ITS RELATIVE PERFORMANCE. THE COMPENSATION STUDY WAS PRESENTED TO THE SYSTEM'S COMPENSATION COMMITTEE, WHICH MADE ITS COMPENSATION DECISIONS BASED ON A) ITS REVIEW AND ANALYSIS OF THE PERFORMANCE OF BOTH THE ORGANIZATION AND ITS SENIOR EXECUTIVES AND, B) A REASONABLENESS OF COMPENSATION ANALYSIS AND OPINION FROM AN EXTERNAL EXPERT IN THE COMPENSATION OF EXECUTIVES IN THE TAX-EXEMPT HEALTH CARE FIELD. THE COMMITTEE'S BASES FOR ITS DECISIONS WERE DOCUMENTED IN COMMITTEE MINUTES TAKEN DURING THE MEETING AND THEN CIRCULATED FOR REVIEW AND APPROVAL. ALL DECISIONS REGARDING COMPENSATION WERE MADE BY THE COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST. THIS PROCESS WAS USED TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S PRESIDENT AND SECRETARY, WHO ALSO SERVED AS EXECUTIVE VICE PRESIDENT AND SENIOR VICE PRESIDENT OF THE SYSTEM, RESPECTIVELY. THE PROCESS WAS LAST UNDERTAKEN DURING THE CURRENT TAX YEAR FOR THE POSITIONS LISTED. FORM 990, PART VI, SECTION C, LINE 19 THE CONSOLIDATED FINANCIAL STATEMENTS FOR SENTARA HEALTHCARE AND SUBSIDIARIES WERE MADE PUBLICLY AVAILABLE THROUGH THE USE OF DAC BOND (DISCLOSURE DISSEMINATION AGENT) AND CAN BE FOUND ON THE INTERNET AT WWW.DACBOND.COM. THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PART VI, LINE 1B, BOARD MEMBER INDEPENDENCE THE ORGANIZATION'S BOARD OF DIRECTORS IS ELECTED ANNUALLY BY ITS SHAREHOLDERS, SENTARA HEALTHCARE, A VIRGINIA NONSTOCK CORPORATION, SECTION 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND MAJORITY SHAREHOLDER OF THE ORGANIZATION; AND VCU HEALTH SYSTEM AUTHORITY, A PUBLIC BODY CORPORATE, PUBLIC INSTRUMENTALITY AND SUBDIVISION OF THE COMMONWEALTH OF VIRGINIA. THE GOVERNING BOARD OF SENTARA HEALTHCARE IS A COMMUNITY-BASED BOARD COMPRISED OF 17 VOTING MEMBERS, 16 OF WHICH ARE CONSIDERED INDEPENDENT, AS DEFINED IN THE FORM 990 INSTRUCTIONS. FORM 990, PART XI, LINE 9: DISTRIBUTIONS TO SHAREHOLDERS -128,000,000. 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