2022-11-14T22:36:55-06:00 2021-12-31 ERNST & YOUNG US LLP 55 IVAN ALLEN JR BLVD SUITE 1000 ATLANTA GA 30308 990 2021-01-01 942992642 SAMUEL MERRITT UNIVERSITY % TONY BARAGHIMIAN SAMU 9162866665 450 30TH STREET SUITE 2840 OAKLAND CA 94609 DAVE LAWLOR EXEC VP & TREASURER 9162866665 2022-11-11 true DAVE LAWLOR 999009999 SARAH ERISMAN P01868655 4048748300 2022-11-10 2 2021 2022-09-23 18:48:47Z CHING-HUA WANG 450 30TH STREET SUITE 2840 OAKLAND CA 94069 118517115 false X WWW.SAMUELMERRITT.EDU X 1984 CA SEE SCHEDULE O 16 11 833 314 0 0 2291019 3951561 83894062 87456007 8977398 25511859 1442372 1597688 96604851 118517115 7460696 7430256 0 0 56948863 56305093 0 0 1017140 28425102 31202403 92834661 94937752 3770190 23579363 295463168 325100331 40206441 39015972 255256727 286084359 X SEE SCHEDULE O false false 73992964 7430256 89053495 SEE SCHEDULE O 73992964 true true false false false false false false false true true false false false true true true true true false false false false false 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A RELATED ORGANIZATION HOLDS A CHARITABLE REMAINDER TRUST WITH FUNDS FOR CARDIOLOGY NURSING SCHOLARSHIPS FOR SMU STUDENTS. SCHEDULE D, PART X, LINE 2 ASC 740 AUDIT FOOTNOTE: 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. SCHEDULE D, PART XI, LINE 2D ROUNDING DIFFERENCES $ 76 ------------- TOTAL $ 76 ============= SCHEDULE D, PART XI, LINE 4B RECONCILIATION - OTHER ITEMS SCHOLARSHIPS AND RELATED EXPENSES $ 11,120,446 TUITION DEPOSITS RETAINED $ 16,050 SERVICE CONTRACT PERCENTAGE OF $ (3,706,240) REDUCTION OF REVENUE ------------- TOTAL $ 7,430,256 ============= SCHEDULE D, PART XII, LINE 4B RECONCILIATION - OTHER ITEMS SCHOLARSHIPS AND RELATED EXPENSES $ 11,120,446 TUITION DEPOSITS RETAINED $ 16,050 SERVICE CONTRACT PERCENTAGE OF REVENUE $ (3,706,240) ------------- TOTAL $ 7,430,256 ============= SCHEDULE D, PART XIII, SUPPLEMENTAL INFORMATION Disaffiliation with Sutter On November 1, 2021, and with board approval, Samuel Merritt University and Sutter executed a disaffiliation agreement, with an effective date of January 1, 2022, by which the two entities would no longer be affiliated and Sutter would no longer consolidate the results of operations of the University. The University amended and restated its bylaws effective January 1, 2022 and has no financial reporting or financial responsibilities to Sutter as of this date. Certain services and administrative systems will continue to be provided by Sutter in 2022 under the disaffiliation agreement. true true true true true true true false false false false false false false false true false true SCHEDULE E, PART I, LINE 3 THROUGH BROCHURES AND APPLICATIONS. SCHEDULE E, PART I, LINE 6A SAMUEL MERRITT UNIVERSITY RECEIVES GOVERNMENT AID THROUGH FEDERAL STUDENT AID PROGRAMS. true AFFINITY SCHOLARSHIP 31 60558 AFFINITYDR SCHOLARSHIP 17 43646 Dean Scholarship 63 161500 Diaz SC Scholarship 47 113921 FNPAYP SCHOLARSHIP 404 806477 The Hope Scholarship 32 195500 The Hope BSN Scholarship 184 687665 NWD Scholarship 16 108888 President Podiatry Scholarship 35 176667 Regents Scholarship 4 32500 Faculty Benefit Scholarship 21 108184 RN-BSN SCH/RNBSN-KP (Kaiser Sch) 358 1094580 SUTTER NRS SCHOLARSHIP 97 398575 Samuel Merritt Scholarship 405 1519115 SMU Alumni Scholarship 96 229693 SMUALUMNFNP SCHOLARSHIP 39 111553 Michelle Le Quasi Endowed Fund 1 1107 PCN Class Scholarship 2 4020 Special Purpose Scholarship 380 688130 Endowment Fund Scholarship 393 887976 SCHEDULE I, PART I, LINE 2 STUDENT FINANCIAL AID APPLICATIONS ARE REVIEWED ANNUALLY IN ORDER TO ENSURE GRANT FUNDS ARE AWARDED APPROPRIATELY BASED ON THE INDIVIDUAL AWARD CRITERIA. X X X X false true false false false false false true false JULIE PETRINI CEO, Bay Area Hospitals 0 748647 0 413540 0 146234 0 114338 0 12171 0 1434930 0 112115 LEON CLARK SH VP, Chief Research Officer 0 612182 0 166120 0 11083 0 91538 0 19958 0 900881 0 0 ANNA KIGER Chief Nursing Officer 0 486356 0 230838 0 69019 0 68338 0 17732 0 872283 0 100067 CHING-HUA WANG Regent/President 555902 0 136201 0 20338 0 17638 0 42727 0 772806 0 0 0 GREG BROWN VP Legal Transactions/Sec. 0 301181 0 84632 0 38227 0 45838 0 26712 0 496590 0 41290 FRED BALDINI Provost, VP Academic Affairs 336058 0 49683 0 4144 0 17638 0 43102 0 450625 0 0 0 AL FRISONE VP University Advan. & Comm. 311213 0 46351 0 1797 0 17638 0 51544 0 428543 0 0 0 GREG GINGRAS VP Finance/CFO SMU 272440 0 65000 0 4119 0 16564 0 41447 0 399570 0 0 0 TIMOTHY CRANFORD VP Student Affairs 298369 0 16125 0 1058 0 17638 0 54896 0 388086 0 0 0 JOSEPH J JANAKES Program Director 291985 0 7109 0 2083 0 17638 0 45610 0 364425 0 0 0 KEVIN A HAMBY Assistant Professor 277466 0 6898 0 6503 0 16870 0 49586 0 357323 0 0 0 CELESTE G VILLANUEVA Assistant Academic VP 251772 0 6498 0 7283 0 15308 0 37343 0 318204 0 0 0 EMILY PRIETO-TSEREGOUNIS Chief of Staff 234112 0 24000 0 975 0 14234 0 40712 0 314033 0 0 0 MARY WYCKOFF Professor 265916 0 4446 0 3508 0 16168 0 17401 0 307439 0 0 0 LORNA D KENDRICK Dean of Nursing 233681 0 4064 0 6850 0 14208 0 29850 0 288653 0 0 0 TERRENCE NORDSTROM Professor 177471 0 6097 0 4797 0 10790 0 13835 0 212990 0 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE EXECUTIVE COMMITTEE OF THE SAMUEL MERRITT UNIVERSITY BOARD OF REGENTS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE EXECUTIVE COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARM'S LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SAMUEL MERRITT. SCHEDULE J, PART I, LINE 4B 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 PLAN 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. NO INDIVIDUALS RECEIVED A 457(F) NON-QUALIFIED PAYMENT DURING THE CURRENT YEAR. 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 BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. Substantial Contributor Substantial Contributor 271016 Business consulting services false MARCUS PENN Relative of Regent 153674 Compensation as employee false SCHEDULE L, PART IV, LINE 2 MARCUS PENN IS A RELATIVE OF GLORIA HARMON, REGENT, AND IS EMPLOYED BY SMU AS AN INSTRUCTOR. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: SAMUEL MERRITT UNIVERSITY EDUCATES STUDENTS TO BECOME HIGHLY SKILLED AND COMPASSIONATE HEALTH CARE PROFESSIONALS WHO POSITIVELY TRANSFORM THE EXPERIENCE OF CARE IN DIVERSE COMMUNITIES. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: SAMUEL MERRITT UNIVERSITY, ORIGINALLY FOUNDED IN 1909, IS A FULLY ACCREDITED HEALTH SCIENCES INSTITUTION LOCATED IN OAKLAND, CALIFORNIA WITH CAMPUSES IN SACRAMENTO, SAN MATEO, AND FRESNO. THE UNIVERSITY ALSO OFFERS SELECT DEGREES ONLINE. VALUES: A LEARNING ENVIRONMENT WHERE WE CHALLENGE OURSELVES AND OUR STUDENTS TO THINK CRITICALLY, SEEK MASTERY AND ACT COMPASSIONATELY. A COLLEGIAL ENVIRONMENT WHERE WE ARE FAIR, RESPECTFUL AND BEHAVE WITH INTEGRITY. A COLLABORATIVE ENVIRONMENT WHERE WE PARTNER WITH ONE ANOTHER AND WITH OTHERS IN THE COMMUNITY. AN INNOVATIVE ENVIRONMENT WHERE WE TAKE REASONED RISKS AND MOVE NIMBLY. A RESULTS-ORIENTED ENVIRONMENT WHERE WE PROVIDE AND EXPECT EXCEPTIONAL PERFORMANCE AND SERVICE. PROGRAMS UNDERGRADUATE DEGREE PROGRAM: THE UNIVERSITY OFFERS A BACHELOR OF SCIENCE IN NURSING (BSN). IN ADDITION, SMU OFFERS AN ACCELERATED BACHELOR'S OF SCIENCE IN NURSING (ABSN) and an RN to BSN Bachelor's of Science. GRADUATE DEGREE PROGRAMS - MASTER'S LEVEL: SMU OFFERS THREE ENTRY-LEVEL MASTER'S DEGREE PROGRAMS: MASTER OF OCCUPATIONAL THERAPY, MASTER OF SCIENCE IN NURSING, AND MASTER PHYSICIAN ASSISTANT. POST-PROFESSIONAL GRADUATE DEGREES IN NURSING INCLUDE PROGRAMS IN NURSE ANESTHESIA (CRNA), CASE MANAGEMENT (CM), AND FAMILY NURSE PRACTITIONER (FNP). GRADUATE DEGREE PROGRAMS - DOCTORAL LEVEL: THE UNIVERSITY OFFERS FOUR DOCTORAL DEGREES: DOCTOR OF PODIATRIC MEDICINE, DOCTOR OF PHYSICAL THERAPY, DOCTOR OF NURSING PRACTICE, AND DOCTOR OF OCCUPATIONAL THERAPY. ONLINE DEGREE PROGRAMS: SMU OFFERS TWO OF ITS DEGREES IN THE ONLINE MODALITY: MASTER OF SCIENCE IN NURSING (POST-PROFESSIONAL FNP), AND DOCTOR OF NURSING PRACTICE. FACULTY AND STUDENTS (FALL 2021) NUMBER OF FULL-TIME FACULTY: 181 STUDENT/FACULTY CLINICAL RATIO: 8.0 TO 1 SAMUEL MERRITT STUDENTS: TOTAL STUDENTS: 2,048 UNDERGRADUATE STUDENTS: 728 GRADUATE STUDENTS: 1,320 MEN: 24 % / WOMEN: 76% ACCREDITATION: REGIONAL ACCREDITATION: WASC SENIOR COLLEGE AND UNIVERSITY COMMISSION (WSCUC). SPECIALIZED ACCREDITATION: ACCREDITATION REVIEW COMMISSION ON EDUCATION FOR THE PHYSICIAN ASSISTANT (ARCPA), ACCREDITATION COUNCIL FOR OCCUPATIONAL THERAPY EDUCATION (ACOTE), COMMISSION ON ACCREDITATION IN PHYSICAL THERAPY EDUCATION (CAPTE), COUNCIL ON ACCREDITATION OF NURSE ANESTHESIA EDUCATIONAL PROGRAMS (COA), COMMISSION ON COLLEGIATE NURSING EDUCATION (CCNE), COUNCIL ON PODIATRIC MEDICAL EDUCATION (CPME), BOARD OF REGISTERED NURSING (BRN). FACILITIES: INSTRUCTIONAL FACILITIES 250-seat Fontaine Auditorium; John A. Graziano Memorial Library including study rooms and computer labs; Motion Analysis Resource Center (MARC). Other laboratories include therapeutic exercise, exercise physiology, occupational therapy, anatomy, nursing, podiatric medicine, biomechanics, physical diagnosis, and Health Sciences Simulation Center (HSSC). OTHER FACILITIES STUDENT LOUNGES, STUDY SPACE, AND EXERCISE FACILITIES. FORM 990, PART VI, LINE 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B SUTTER BAY HOSPITALS, AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS 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 REGENTS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL; C. ANY SELF-DEALING TRANSACTION BETWEEN A REGENT OF THE UNIVERSITY AND THE UNIVERSITY OR A SUBSIDIARY OF THE UNIVERSITY; D. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; E. CONTRACTING WITH ANY THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY; F. REHIRING, CONTRACTING WITH, OR OTHERWISE COMPENSATING A SUTTER HEALTH EXECUTIVE, OR ANY OFFICER, DIRECTOR OR KEY EMPLOYEE OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY AFTER THEIR EMPLOYMENT HAS ENDED; G. APPROVAL OF (I) THE UNIVERSITY'S LONG TERM OPERATING AND CAPITAL PLAN, (II) A CAPITAL BUDGET THAT MATERIALLY EXCEEDS AVERAGE ANNUAL CASH FLOW OF THE PRECEDING THREE FISCAL YEARS, (III) AN ANNUAL OPERATING BUDGET THAT FALLS MATERIALLY SHORT OF MOODY'S "BAA" RATED MEDIAN PERFORMANCE FOR PRIVATE UNIVERSITIES AND COLLEGES RELATED TO OPERATING INCOME AND EBITDAR OR (IV) AN ANNUAL BUDGET THAT FOLLOWS SUCCESSIVE YEARS OF ACTUAL PERFORMANCE MATERIALLY BELOW BUDGETED PERFORMANCE; AND H. THE HIRING OF INDEPENDENT COUNSEL BY THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL, UNLESS AT LEAST TWO-THIRDS (2/3) OF THE INDEPENDENT REGENTS IN OFFICE ON THE DAY OF A VOTE APPROVE THE ENGAGEMENT OF SUCH COUNSEL. TO PRESERVE THE INDEPENDENCE OF COUNSEL RETAINED PURSUANT TO THIS PROVISION, THE GENERAL MEMBER OR SUTTER HEALTH SHALL NOT CLAIM THAT ANY COMMUNICATION BETWEEN SUCH INDEPENDENT COUNSEL AND ANY PERSON ACTING ON BEHALF OF THE UNIVERSITY, EVEN IF THAT PERSON IS ALSO AN EMPLOYEE, OFFICER OR AGENT OF THE GENERAL MEMBER OR SUTTER HEALTH, CONSTITUTES A WAIVER OF THE ATTORNEY-CLIENT PRIVILEGE OR WORK-PRODUCT PROTECTION. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/0R 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, THE AFFILIATE, AND THE CFO 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, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION: THE EXECUTIVE COMMITTEE OF THE SAMUEL MERRITT UNIVERSITY BOARD OF REGENTS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE EXECUTIVE COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SAMUEL MERRITT'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA 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). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. 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 SAMUEL MERRITT COMPETES FOR EXECUTIVE TALENT. ON THE OTHER HAND, BECAUSE CALIFORNIA'S UNDERLYING COMPENSATION STRUCTURE IS HIGHER THAN NATIONAL DATA (ESPECIALLY IN THE BAY AREA), REGIONAL PAY ADJUSTMENTS MAY BE MADE. 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 FEBRURARY 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: THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - JULIE PETRINI - LEON CLARK - ANNA KIGER 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 ROUNDING $ 76 -------- TOTAL $ 76 ======== 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 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 MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 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 BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH 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 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 DRIVE 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 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 SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 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 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 VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 SUTTER HLTH true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 SUTTER HLTH true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTHCARE CA 501(C)(3) 10 SUTTER HLTH true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A - 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