2022-11-12T22:26:59-06:00 2021-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2021-01-01 237288765 MILLS-PENINSULA HOSPITAL FOUNDATION % JENNIFER DEMELLO MILL 9162866665 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 Amanda Kiernan Martin Executive Director 9162866665 2022-11-10 true Amanda Kiernan Martin 999009999 EVA NITTA P01286320 4158948000 2 2021 2022-09-23 18:48:47Z Amanda Kiernan Martin C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 11318030 false X WWW.SUTTERHEALTH.ORG X 1973 CA SEE SCHEDULE O 19 17 0 18 0 0 10270289 6581187 1823198 2495722 1526476 2229533 23 11588 13619986 11318030 4804240 7864454 0 0 1867275 1558907 0 0 0 1181244 1072960 7852759 10496321 5767227 821709 68608611 70950767 5104949 3981661 63503662 66969106 X SEE SCHEDULE O false false 9095631 7864454 2495722 SEE SCHEDULE O 9095631 true true false false false false false false false true false false false false true true false true false false false false false false false false false true true true false false false false false false false false true false false false false true true true false false true X 0 0 0 false false false false false false false false false false false false X 19 17 true false false false true true true true true false false false true true true true true true true false CA X JENNIFER DEMELLO 9162866665 2300 RIVER PLAZA DRIVE SACRAMENTO CA 95833 X JANET WAGNER Hospital Area CEO, South Bay 1.0 40.0 X 0 884884 106662 JODI DAVIS Chief Philanthropy Officer-SH 0.0 40.0 X 0 664268 87723 Raya Elias-Petros SH VP Philanthropy, Bay Area 0.0 40.0 X 0 478304 71076 Iris Wohn CFO Hosptial - ABSMC 0.0 40.0 X 0 417738 74254 Anthony Pacheco CFO Hosptial - MPMC/SMSC 1.0 40.0 X 0 416085 66962 Peter Gielniak TRUSTEE/President MPHF 2.0 40.0 X X 0 269153 48797 Harriet Borofsky MD TRUSTEE 1.0 0.0 X 0 0 0 Gloria Rhodes Brown TRUSTEE 1.0 0.0 X 0 0 0 Sheila Canzian TRUSTEE 1.0 0.0 X 0 0 0 Elizabeth Cody TRUSTEE 1.0 0.0 X 0 0 0 James Cody TRUSTEE 1.0 0.0 X 0 0 0 Stacey Dobos TRUSTEE 1.0 0.0 X 0 0 0 Kenn Edwards TRUSTEE 1.0 0.0 X 0 0 0 Joanne Goldstein TRUSTEE/Secretary 2.0 0.0 X X 0 0 0 Melanie Hoefer TRUSTEE 1.0 0.0 X 0 0 0 Andrea Metkus MD TRUSTEE 1.0 0.0 X 0 0 0 Gilbert Mintz PhD TRUSTEE/TREASURER 2.0 0.0 X X 0 0 0 Denise Orwin TRUSTEE 1.0 0.0 X 0 0 0 Patti Rueff Trustee/Chair 2.0 0.0 X X 0 0 0 Kim Schoknecht TRUSTEE 1.0 0.0 X 0 0 0 Drago Schmidt Trustee 1.0 0.0 X 0 0 0 Judy Swanson Trustee/Vice-Chair 2.0 0.0 X X 0 0 0 Al Taira MD Trustee 1.0 0.0 X 0 0 0 Steven Wierenga Trustee 1.0 0.0 X 0 0 0 0 3130432 455474 0 true true false ZACHRY ASSOCIATES INC 3457 Curry Ln ABILENE TX 79606 Printing Services 149471 1 14791 6566396 652865 6581187 HOSPITAL SUPPORT 900099 2495722 2495722 2495722 1062788 1062788 0 0 0 0 0 1166745 1166745 1166745 1166745 0 0 0 0 0 0 0 0 0 MISCELLANEOUS REVENUE 900099 11588 11588 11588 11318030 2495722 2241121 X 7853454 7853454 11000 11000 0 0 0 0 974754 555610 419144 0 584153 274552 309601 0 0 0 2500 2500 0 0 136144 136144 0 0 32019 32019 0 0 0 201 201 0 0 0 0 0 48679 48679 SUTTER CHARGEBACKS 487122 487122 PRINTING 187825 187825 PURCHASED SERVICES 104671 104671 AREA ALLOCATION 49607 49607 24192 24192 10496321 9095631 1400690 0 0 0 11004702 9529977 5311631 4969548 0 0 0 0 0 0 0 0 0 0 94900 90000 0 0 50697995 55248310 0 0 0 0 0 0 1499383 1112932 68608611 70950767 3336738 2308784 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1768211 1672877 5104949 3981661 X 16035042 21095368 47468620 45873738 63503662 66969106 68608611 70950767 X 821709 2802050 -158315 X false true X true false X 4789699 7691589 6521865 10270289 6581187 35854629 0 0 4789699 7691589 6521865 10270289 6581187 35854629 7458286 28396343 990933 1370644 1400756 1134320 1062788 5959441 0 0 41814070 11686430 0.67911 0.69586 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13025729 485100 1207164 963229 13754764 11030432 1015319 1079180 99202 13025729 9732569 24563 1365828 92528 11030432 10361409 -547691 81149 9732569 9365228 1078105 81924 10361409 0.00000 0.66540 0.33460 false false 0 INSURANCE LIABILITIES 13140 OTHER LIABILITIES 1659737 1672877 X SCHEDULE D, PART V, LINE 4 INTENDED USE OF ENDOWMENT FUNDS: THE ENDOWMENTS ARE USED TO SUPPORT THE PROGRAMS OF MILLS-PENINSULA MEDICAL CENTER, WHICH IS PART OF SUTTER BAY HOSPITALS. Barshad Endowment Fund for Senior Focus - Income to be used to benefit the Senior Focus Program. Coakley Permanent Endowment - Income shall be used to support any purpose except construction or general expenses of Mills-Peninsula Medical Center. Kay Ellis Permanent Endowment - Income to be used to provide scholarships and grants to needy girls seeking careers in medical and allied fields. John & Rose Zielinsky Memorial - Fund income, but no part of the principal or appreciation (realized or unrealized), shall be used to further the general objects and purposes of the Mills Peninsula Hospital Foundation. Malmquist Permanent Endowment - Income to support the hospital's health care services related to arthritis, until and unless such a use would not be possible at the hospitals, in which case, the Foundation's Board of Trustees may choose another use for the income and may, if necessary and in the best interests of the hospitals expend the principal. McKay Permanent Endowment - Income only (interest), but no part of the fund principal or appreciation (realized or unrealized), shall be used to further the general objectives and purposes of Mills Peninsula Hospital Foundation. Raffo Endowment - Cancer and Cardiac Care - To support cancer and cardiac care, but not for animal research. Reid Permanent Endowment - Earnings to support free beds, clinics and medical services to the poor and needy. Ruppert Memorial Fund - Income used to support purposes deemed most appropriate by the Board of Trustees of Mills Peninsula Hospital Foundation and the principal be maintained in its entirely. Desired, but not mandatory is that the income be used to fund care and maintain the Special Care Unit and Short Stay Surgical Recovery Unit. MPHF Care Navigation Endowment - Endowment earnings to support navigation for high-risk patients diagnosed with chronic illness and their families. Mason Endowment - Income to be spent on services, equipment and devices for handicapped children that will assist in overcoming and coping with handicaps and the overall quality of life. Morton Endowment - Scholarship award of $1,500 to be given in memory of Margaret Morton, Past President, until such funds are no longer available. Spreckel Endowment - Earnings are Unrestricted. Glimsdale Endowment - For Radiation Therapy Program. SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2018 THROUGH 2020 REMAINS OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. THERE WERE NO SUCH UNCERTAIN TAX POSITIONS RECOGNIZED FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020. true Sutter Bay Hospitals DBA MPMC C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 501(c)(3) 7853454 PROGRAM AND CAPITAL IMPROV. 1 0 SCHOLARSHIPS 2 11000 SCHEDULE I, Part I, LIne 2 PROCEDURE FOR MONITORING USE OF GRANT FUNDS: 1. Various departments of the hospital request funding from the foundation. 2. Foundation reviews and approves the hospitals request. 3. The approval is sent to the requesting department. 4. The requesting department provides the foundation support materials that substantiate the costs incurred. 5. Foundation reviews support materials and releases the funds. false true false false false false false true false JANET WAGNER Hospital Area CEO, South Bay 0 546043 0 246940 0 91901 0 84538 0 22124 0 991546 0 121382 JODI DAVIS Chief Philanthropy Officer-SH 0 432992 0 170644 0 60632 0 61438 0 26285 0 751991 0 73417 Raya Elias-Petros SH VP Philanthropy, Bay Area 0 395160 0 78296 0 4848 0 44238 0 26838 0 549380 0 7407 Iris Wohn CFO Hosptial - ABSMC 0 365126 0 44090 0 8522 0 47338 0 26916 0 491992 0 0 Anthony Pacheco CFO Hosptial - MPMC/SMSC 0 362508 0 48666 0 4911 0 40138 0 26824 0 483047 0 0 Peter Gielniak TRUSTEE/President MPHF 0 248379 0 19414 0 1360 0 18257 0 30540 0 317950 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: EXECUTIVE DIRECTOR POSITION EVALUATION AND RESULTING COMPENSATION RANGE IS DETERMINED AS FOLLOWS: A. KNOW HOW B. PROBLEM SOLVING C. ACCOUNTABILITY CHECK RESULTING EVALUATION AGAINST: 1. SALARY SURVEY DATA FOR BENCHMARK JOBS 2. RELATIONSHIP TO LIKE POSITIONS IN OTHER LOCAL SUTTER COMPANIES 3. ANECDOTAL INFO FROM MANAGER (CANDIDATE REQUIREMENTS, ETC.) 4. EXISTING EVALUATIONS OF SUBORDINATES, SUPERVISOR AND PEERS 5. OTHER RELEVANT INFORMATION. SEE SCHEDULE O NARRATIVE PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: CERTAIN INDIVIDUALS PAID BY SUTTER HEALTH PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F)) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD. AVERAGE AMOUNT OF SPOT AWARDS TEND TO NOT EXCEED 5% TO 15% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP): THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED PRIOR TO PAYMENT BY THE COMPENSATION COMMITTEE. X 12 652865 FMV false true false SCHEDULE M, Column b THE NUMBER ENTERED IN COLUMN B REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. FORM 990, PART I & PART III, LINE 1 MISSION STATEMENT: Mills-Peninsula Hospital Foundation serves the community by encouraging financial support from individuals, foundations, and corporations who believe in quality health care. The Foundation Board of Trustees and the Mills-Peninsula Board of Directors are made up of community leaders who serve without compensation. Our first and foremost concern is to provide the best possible care for the people of the community who support us. FORM 990, PART III, LINE 4 Program Service Accomplishments: Mills-Peninsula Hospital Foundation serves their community through the generous gifts of its donors. Funds are raised primarily in support of Mills-Peninsula Medical Center, a related 501(c)(3) hospital. These funds are used throughout the community to improve patient care, accessibility, safety, and affordability. While hospital revenue typically covers the day-to-day operating expenses, charitable contributions allow the foundation to make crucial improvements not covered by the hospital's annual budget. This includes the purchase of new equipment, upgrading facilities, and providing key programs. New equipment often means improved outcomes, more efficient diagnoses, and the latest, most technologically advanced treatments and interventions. In 2021, the foundation provided over $5.6 million in new equipment. Some of the equipment funded this year includes: . GB256 Slice CT Equipment . Stealth Station . CV Ultrasound Imaging System . Rampart Radiation Shielding System . Automated Breast Ultrasound . ECG Machine . Endoscopic Ultrasound . P20 Exam Table . Zeiss Operating Room Microscope . GE NextGen Logiq e R7 Portable Ultrasound System . Surgical Tables . Voluson P8 Ultrasound Machine . Orthopedic Operating Table . Disinfection Robot . Da Vinci Simnow Simulator . Belmont Rapid Infusers . Mammography Software . Orthopedic Instrumentation . Glidescope The foundation provided over $2.2 million in program & research funding during 2021. Many programs are designed to meet the primary health needs of our poorest neighbors, many of whom would not receive any care without these programs. Other programs are designed to further educate our patients with recent diagnoses, or to provide detection services for disease or chronic illnesses. Even more programs exist to provide improved quality of life for seniors and those suffering with mental health issues. A few of the programs which received funding in 2021 include: . Senior Focus . Mobile Stroke . Biobank/Precision Medicine . Geriatrics . Cardiovascular Quality Assurance . Telehealth . Women's Health . Cancer Care . Aquatic Center . Educational Scholarships FORM 990, PART V, LINE 2A, PART VII, LINE 1A & PART IX, LINE 7 EMPLOYEE SUPPLEMENTAL INFORMATION: MILLS-PENINSULA HOSPITAL FOUNDATION DOES NOT HAVE EMPLOYEES BUT SHARES THE COSTS OF PERSONNEL, SERVICES, FACILITIES AND EXPENSES WITH RELATED TAX-EXEMPT ENTITIES: SUTTER HEALTH, SUTTER BAY HOSPITALS, and SUTTER BAY MEDICAL FOUNDATION. FORM 990, PART VI, LINE 2 FAMILY RELATIONSHIP: TRUSTEES ELIZABETH R. CODY AND JAMES CODY HAVE A FAMILY RELATIONSHIP. FORM 990, PART VI, LINE 6, 7A Classes of Persons and the Nature of Their Rights: SUTTER BAY HOSPITALS IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B Classes of Persons and the Nature of Their Rights: SUTTER BAY HOSPITALS IS THE SOLE MEMBER OF THIS CORPORATION WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION OR DISSOLUTION OF THIS CORPORATION; B. CONTRACTING WITH ANY UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THIS CORPORATION'S ASSETS OR OPERATIONS. C. CREATION OF A CORPORATION OR AFFILIATE ENTITY WHICH HAS, OR IS PROJECTED TO HAVE DURING THE FIRST YEAR OF ITS CREATION, TOTAL ASSETS OR NET OPERATING REVENUES IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; OR ACQUISITION OF A CORPORATION OR AFFILIATE ENTITY WHICH HAS TOTAL ASSETS OR NET OPERATING REVENUES IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME. D. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THIS CORPORATION. E. APPROVAL OF OPERATING AND CAPITAL BUDGETS OF THIS CORPORATION, ALTHOUGH THE BOARD IS EMPOWERED TO DEVELOP ITS OWN BUDGET WITHIN THE CORPORATE GUIDELINES AND OBJECTIVES SET BY THE MEMBER FROM TIME TO TIME; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. F. AGGREGATE EXPENDITURES BY THIS CORPORATION EXCEEDING APPROVED OPERATING OR CAPITAL BUDGETS OF THIS CORPORATION BY MORE THAN A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. G. PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME, NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGET; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. H. AGGREGATE UNSECURED BORROWING BY THIS CORPORATION IN EXCESS OF A DOLLAR AMOUNT TO BE SET BY THE MEMBER FROM TIME TO TIME. FOR THE PURPOSE OF THIS SUBPARAGRAPH, THE TERM AGGREGATE BORROWING INCLUDES BUT IS NOT LIMITED TO LEASE AGREEMENTS AND CONTRACTS OF PURCHASE; THE MEMBER MAY DELEGATE APPROVAL AND/OR GUIDELINE SETTING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER OF THE MEMBER. I. APPOINTMENT OF THE INDEPENDENT AUDITOR AND CORPORATE COUNSEL; OR J. APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, AND THE AFFILIATE BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS, OFFICERS AND KEY EMPLOYEES. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINE 15A PROCESS FOR DETERMINING TOP MANAGEMENT OFFICIAL COMPENSATION: THE COMPENSATION FOR THE POSITION OF THE TOP MANAGEMENT OFFICIAL IS DETERMINED THROUGH A QUANTITATIVE REVIEW OF PEER EQUITY DATA AND APPLICABLE NATIONAL MARKET SALARY SURVEY DATA REGRESSED TO ENTITY OPERATING REVENUE SIZE TO ENSURE THE POSITION IS BOTH INTERNALLY EQUITABLE AND EXTERNALLY COMPETITIVE/MARKET APPROPRIATE. THE COMPENSATION COMMITTEE OF SUTTER HEALTH ANNUALLY REVIEWS AND APPROVES COMPENSATION, AND SUCH APPROVAL IS RECORDED IN THE MINUTES OF SUTTER HEALTH. THE 2021 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2021. FORM 990, PART VI, LINE 15B PROCESS FOR DETERMINING OTHER OFFICERS OR KEY EMPLOYEE COMPENSATION: FOR SUTTER HEALTH EMPLOYEES THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE INDEPENDENT DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. CONVERSELY, BECAUSE UNDERLYING COMPENSATION STRUCTURE IN THE SAN FRANCISCO BAY AREA IS HIGHER THAN NATIONAL DATA, REGIONAL PAY ADJUSTMENTS MAY BE MADE. COMPENSATION FOR OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE 2021 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2021. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY, & FINANCIAL STATEMENTS: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: BOARD MEMBERS OF THE ORGANIZATION WHO RECEIVED COMPENSATION WERE PAID FOR OTHER SERVICES PROVIDED TO RELATED ENTITIES. THEY RECEIVED NO COMPENSATION FOR THEIR SERVICE AS A BOARD MEMBER OF THIS ORGANIZATION. COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILING ORGANIZATION. FORM 990, PART XI, LINE 9 Other Changes in Fund Balance: ANNUITY TRUE-UP $(198,159) CHANGE IN SPLIT INTEREST $39,844 ---------- TOTAL $(158,315) CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 SUTTER BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 SUTTER BH true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET SUITE 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 SUTTER BH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER HEALTH 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12c-III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 800 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C-III-FI SUTTER HLTH true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTH CARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 SUTTER VH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTH CARE CA 501(C)(3) 10 SUTTER HLTH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12a-I SUTTER VH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12a-I Sutter VH true SUTTER HEALTH PLAN C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461183948 HEALTH PLAN CA 501(c)(4) N/A SUTTER HLTH true SURGERY CENTER OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 PATIENT CARE CA N/A CALIFORNIA PACIFIC ADVIMAGING PO BOX 6102 NOVATO CA 94948 562311840 PATIENT CARE CA N/A SAN FRANCISCO ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 912160588 PATIENT CARE CA N/A PRESIDIO SURGERY CTR 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 PATIENT CARE CA N/A SUTTER FAIRFIELD SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 300233892 PATIENT CARE CA N/A SUTTER AMADOR SURGERY CTR C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 461398093 PATIENT CARE CA N/A ROSEVILLE ENDOSCOPY CTR C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 870710513 PATIENT CARE CA N/A MEMORIAL MEDICAL OFFICE BLDG PHASE I 1800 COFFEE MODESTO CA 95355 770234236 OFFICE RENTAL CA N/A MAGNETIC IMAGING AFFILIATES LLC 2125 OAK GROVE RD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA NA STANISLAUS SURGICAL HOSPITAL 1421 OAKDALE RD MODESTO CA 95355 911754157 PATIENT CARE CA N/A ASC OPERATORS SANTA ROSA C/O SH TX 2200 RIVER PLAZA SACRAMENTO CA 95833 263386169 CARE MANAGEMENT CA N/A Divisadero Holdings LLC C/O SH Tax 2200 River Plaza Dr Sacramento CA 95833 320621050 CARE MANAGEMENT CA N/A Alta CT Services LP 2125 Oak Grove Rd Walnut Creek CA 94598 943083464 Patient Care CA N/A PENINSULA ENDOSCOPY CENTER LLC c/o SH Tax 2200 River Plaza Dr Sacramento CA 95833 271905059 PATIENT CARE CA N/A CHARITABLE REMAINDER TRUSTS-13 C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 CRT CA MPHF NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE STREET 2ND FLOOR DENVER CO 80202 981272216 HOLDING COMPANY CJ NA C CORP true SUTTER HEALTH DEFERRED COMP PLANs' trust 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA NA TRUST true Health Ventures Inc 3012 SUMMIT ST 3RD FLR Oakland CA 94609 942918780 Health Serv. CA SBH C Corp true Lyxsop Segregated Portfolio 1 PO box 10008 Willow House Cricket Square grand cayman CJ KY1-10001 INVESTMENT CJ N/A c corp true Lyxsop Segregated Portfolio 2 PO box 10008 Willow House Cricket Square grand cayman CJ KY1-10001 INVESTMENT CJ N/A c corp true false true false false false false false false false false false true false false true false true false false Sutter Bay Hospitals Q 494078 FMV Sutter Bay Hospitals B 7853454 FMV Sutter Bay Hospitals L 2495723 FMV Sutter Bay medical Foundation Q 261324 FMV