2021-11-12T00:42:38-06:00 2020-12-31 135565207 KPMG LLP MISSION TOWERS I 3975 FREEDOM CIRCLE DR SANTA CLARA CA 95054 990 2020-01-01 680360801 JOHN MUIR PHYSICIAN NETWORK JOHN 9259363000 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 CHRISTIAN PASS SENIOR VP/CFO 9259363000 2021-11-11 1 CHRISTIAN PASS XXX-XX-XXXX CAREY MCKEE P01281067 4083675764 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z CHRISTIAN PASS 1400 TREAT BLVD WALNUT CREEK CA 94597 437709023 0 X WWW.JOHNMUIRHEALTH.COM X 1995 CA TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE WITH QUALITY AND COMPASSION. 16 15 1102 0 0 0 50909068 63958705 375444810 373713939 -54831 36379 80592 0 426379639 437709023 12877849 13340231 0 0 78803476 79367548 0 0 0 344301006 348274338 435982331 440982117 -9602692 -3273094 193593405 195368788 127971092 133019323 65622313 62349465 X SEE SCHEDULE O 0 0 275409653 0 248802448 SEE SCHEDULE O 124371763 13340231 127251399 SEE SCHEDULE O 3053572 0 2256244 SEE SCHEDULE O 402834988 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 615 0 1 1102 1 0 0 0 0 0 0 0 0 0 0 0 0 X 16 15 1 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 CA X X CHRISTIAN PASS 9259393000 1400 TREAT BLVD WALNUT CREEK CA 94597 ROBERT E EDMONDSON CHAIRMAN 5.00 10.00 X X 0 25000 0 KATHLEEN ODNE VICE CHAIRMAN 5.00 10.00 X X 0 25000 0 JOHN SAYRES SECRETARY 5.00 10.00 X X 0 25000 0 LAURA MARKSTEIN DIRECTOR 5.00 10.00 X 0 0 0 ROGER BAILEY DIRECTOR 5.00 10.00 X 0 25000 0 JAY HARRIS DIRECTOR 5.00 10.00 X 0 0 0 JACK THOMPSON DIRECTOR 5.00 10.00 X 0 25000 0 ANNE GRODIN DIRECTOR 5.00 10.00 X 0 25000 0 PETER WILSON DIRECTOR (AS OF 08/31/20) 5.00 10.00 X 0 4166 0 TAEJOON AHN MD DIRECTOR 5.00 10.00 X 0 25000 0 RAVI HUNDAL MD DIRECTOR 5.00 10.00 X 0 23333 0 JOHN MERSON MD DIRECTOR 5.00 10.00 X 0 25000 0 MARK MUSCO MD DIRECTOR 5.00 10.00 X 0 22500 0 CHI PERLROTH MD DIRECTOR 5.00 10.00 X 0 25000 0 JOHANNES PETERS MD DIRECTOR 5.00 10.00 X 0 25000 0 CALVIN KNIGHT EX-OFFICIO DIRECTOR 5.00 70.00 X 0 3533221 1600335 CHRISTIAN PASS SENIOR VP/CFO 5.00 70.00 X 0 913037 531939 LEE HUSKINS PRESIDENT/CAO 5.00 70.00 X 746004 0 396699 PAUL DEERINGER VP STRATEGY AND EMERGING BUSIN 60.00 0.00 X 581490 0 225233 KEITH PUGLIESE VP CONTRACTING AND RISK OPERAT 60.00 0.00 X 275832 0 115582 LAURA KAZAGLIS VP PRIMARY CARE OPERATIONS 60.00 0.00 X 419464 0 193307 SHELLEY HORWITZ VP PHYSICIAN RELATIONS AND INT 60.00 0.00 X 355033 0 116733 TOM MACMILLAN DIRECTOR, PHYSICIAN SERVICES 60.00 0.00 X 278626 0 68043 BAZIL FONSECA EXECUTIVE DIR, PRACTICE MGMT 60.00 0.00 X 253173 0 85631 ZARAH ROSS DIRECTOR, CONTRACTS 60.00 0.00 X 235515 0 105686 TIMOTHY SOUVA DIRECTOR, RISK OPERATIONS 60.00 0.00 X 221317 0 62350 CHRISTOPHER TAYLOR EXECUTIVE DIR, PRACTICE MGMT 60.00 0.00 X 241214 0 68021 3607668 4746257 3569559 136 0 1 0 JOHN MUIR MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 121270581 JOHN MUIR CARDIOVASCULAR GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 16104704 JOHN MUIR SPECIALITY GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 14295200 BAY AREA SURGICAL SPECIALIST PO BOX 97297 LAS VEGAS NV 89193 MEDICAL 13832867 ALLERGY & ASTHMA MEDICAL GROUP 370 N WIGET LANE SUITE 210 WALNUT CREEK CA 94598 MEDICAL 4927806 103 59362553 4596152 63958705 NET PATIENT REVENUE 624100 146333478 146333478 PREMIUM REVENUE 624100 120005139 120005139 OTHER SERVICE REVENUE 624100 107375322 107375322 373713939 36379 36379 437709023 373713939 0 36379 X 13340231 13340231 3425377 2890944 534433 57480226 55193710 2286516 3290808 2374835 915973 10873177 10474734 398443 4297960 4086742 211218 9742810 9730810 12000 55742 55238 504 242468739 241679156 789583 1283326 1136720 146606 19093222 17211628 1881594 56072 54963 1109 1938264 1938250 14 10929187 10500509 428678 2371632 1722911 648721 ADMINISTRATIVE SERVICES 29655804 29655804 PHARMACEUTICALS 26471294 26468951 2343 UNCOLLECTIBLE ACCOUNTS 1618766 1618766 MEDICAL SUPPLIES 1488853 1447115 41738 1100627 908775 191852 440982117 402834988 38147129 0 12749 7480 14021663 19330852 0 0 22310509 20073632 0 0 0 0 0 0 114598 320719 1841204 690472 208363276 56745405 151956243 151617871 0 0 0 0 0 0 2287276 1727207 1049163 1600555 193593405 195368788 17526071 19987250 0 0 165524 234900 0 0 0 0 0 0 0 0 0 0 110279497 112797173 127971092 133019323 X 65622313 62349465 0 0 65622313 62349465 193593405 195368788 -3273094 246 0 X 0 1 X 1 0 X X 2 JOHN MUIR HEALTH 941461843 3 1 13034998 389494757 JOHN MUIR BEHAVIORAL HEALTH 680249685 3 0 305233 0 2 13340231 389494757 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 PART I, LINE 11G, COLUMN VI AMOUNT OF OTHER SUPPORT IN SUPPORT OF JOHN MUIR HEALTH'S MISSION TO PROVIDE A NETWORK OF PRIMARY CARE AND SPECIALTY PHYSICIANS TO THE COMMUNITIES THEY SERVE, JOHN MUIR PHYSICIAN NETWORK HAS SUPPORTED PROGRAMS TOTALING $389,494,757 DURING 2020. SEE SCHEDULE O FOR ADDITIONAL DETAIL REGARDING THE PROGRAMS THAT WERE FUNDED. PART IV, SECTION A, LINE 1 SUPPORTED ORGANIZATIONS NOT LISTED IN GOVERNING DOCUMENTS JOHN MUIR HEALTH IS THE SOLE MEMBER OF JOHN MUIR BEHAVIORAL HEALTH, WHICH IS PART OF THE JOHN MUIR HEALTH SYSTEM. JOHN MUIR HEALTH AND JOHN MUIR BEHAVIORAL HEALTH SHARE THE SAME PRESIDENT/CEO, CFO AND BOARD OF DIRECTORS. PART IV, SECTION A, LINE 6 SUPPORT PROVIDED TO OTHER THAN SUPPORTED ORGANIZATION JOHN MUIR PHYSICIAN NETWORK ALSO PROVIDES SUPPORT TO JOHN MUIR BEHAVIORAL HEALTH THAT IS PART OF THE JOHN MUIR HEALTH SYSTEMS. GRANTS PROVIDED TO OTHER ORGANIZATIONS MUST ALIGN WITH JOHN MUIR PHYSICIAN NETWORK AND JOHN MUIR HEALTH'S MISSIONS. GRANTS ARE MONITORED BY JOHN MUIR FINANCIAL MANAGEMENT TO ENSURE RESTRICTED FUNDS ARE USED CONSISTENT WITH THE 501(C)(3) PURPOSES AS DESCRIBED IN SECTION 170(C)(2)(B). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 14640000 14640000 88852287 5467010 83385277 67364173 29163690 38200483 31645388 22114705 9530683 5861428 5861428 151617871 LEASE LIABILITY 108867099 LIABILITY TO RELATED PARTY 2607691 OTHER LIABILITIES 1322383 112797173 X 435988284 0 435988284 1720739 1720739 437709023 439261378 0 439261378 1720739 1720739 440982117 PART X, LINE 2: UNCERTAIN TAX POSITIONS THE HEALTH SYSTEM RECOGNIZES THE EFFECTS OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED. RECOGNIZED INCOME TAX POSITIONS ARE MEASURED USING THE LARGEST AMOUNT THAT EXCEEDS A 50% PROBABILITY OF BEING REALIZED. CHANGES IN RECOGNITION OR MEASUREMENT ARE REFLECTED IN THE PERIOD IN WHICH THE CHANGE IN ESTIMATE OCCURS. PART XI, LINE 4B REVENUE REPORTED GROSS ON FORM 990, NET ON AUDITED FIN STMT UNCOLLECTIBLE ACCOUNTS $1,720,739 PART XII, LINE 4B EXPENSES REPORTED GROSS ON FORM 990, NET ON AUDITED FIN STMTS UNCOLLECTIBLE ACCOUNTS $1,720,739 1 JOHN MUIR HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 941461843 501 (C ) (3) 13034998 N/A N/A GENERAL SUPPORT JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 680249685 501 (C ) (3) 305233 N/A N/A GENERAL SUPPORT 2 0 PART I, LINE 2 GRANT MONITORING PROCESS JOHN MUIR HEALTH FINANCIAL MANAGEMENT MONITORS THE USE OF RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. 0 1 0 0 0 0 0 0 0 CALVIN KNIGHT EX-OFFICIO DIRECTOR 0 1316377 0 779465 0 1437379 0 1575679 0 24656 0 5133556 0 779465 CHRISTIAN PASS SENIOR VP/CFO 0 670561 0 231397 0 11079 0 499572 0 32367 0 1444976 0 231397 LEE HUSKINS PRESIDENT/CAO 500932 0 231120 0 13952 0 376590 0 20109 0 1142703 0 231120 0 PAUL DEERINGER VP STRATEGY AND EMERGING BUSIN 419195 0 150661 0 11634 0 203623 0 21610 0 806723 0 150661 0 LAURA KAZAGLIS VP PRIMARY CARE OPERATIONS 337650 0 54105 0 27709 0 177381 0 15926 0 612771 0 54105 0 SHELLEY HORWITZ VP PHYSICIAN RELATIONS AND INT 291108 0 45261 0 18664 0 98316 0 18417 0 471766 0 45261 0 KEITH PUGLIESE VP CONTRACTING AND RISK OPERAT 224855 0 36324 0 14653 0 88926 0 26656 0 391414 0 36324 0 TOM MACMILLAN DIRECTOR, PHYSICIAN SERVICES 256422 0 19809 0 2395 0 59399 0 8644 0 346669 0 19809 0 ZARAH ROSS DIRECTOR, CONTRACTS 216906 0 16352 0 2257 0 72119 0 33567 0 341201 0 16352 0 BAZIL FONSECA EXECUTIVE DIR, PRACTICE MGMT 217026 0 33486 0 2661 0 64022 0 21609 0 338804 0 33486 0 CHRISTOPHER TAYLOR EXECUTIVE DIR, PRACTICE MGMT 207271 0 32177 0 1766 0 64958 0 3063 0 309235 0 32177 0 TIMOTHY SOUVA DIRECTOR, RISK OPERATIONS 208544 0 12376 0 397 0 47660 0 14690 0 283667 0 12376 0 PART I, LINE 3 EXECUTIVE COMPENSATION PROCESS JOHN MUIR HEALTH, A RELATED TAX-EXEMPT ORGANIZATION OF JOHN MUIR PHYSICIAN NETWORK, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE AND PERMANENTLY PART 1, LINE 4B NON-QUALIFIED RETIREMENT PLANS RETIREMENT RESTORATION PLAN EMPLOYEES ELIGIBLE FOR THE RETIREMENT RESTORATION PLAN ARE EITHER SENIOR VICE PRESIDENT OR VICE PRESIDENT LEVEL EMPLOYEES. EMPLOYER CONTRIBUTIONS ARE MADE TO THE PLAN ON BEHALF OF ELIGIBLE EMPLOYEES. THE ANNUAL INCREASE IN ACTUARIAL VALUE OF THE PLAN BENEFIT IS REPORTED IN PART II, COLUMN C. VESTING FOR THE RESTORATION PLAN IS AT THE EARLIEST OF THE FOLLOWING: REACHING AGE 65 WITH AT LEAST THREE YEARS OF SERVICE, BECOMING TOTALLY AND PERMANENTLY DISABLED, INVOLUNTARY TERMINATION FOR ANY REASON OTHER THAN CAUSE, CHANGE OF CONTROL OF JOHN MUIR HEALTH, OR DEATH. RESTORATION PLAN BENEFITS ARE PAYABLE AND TAXABLE UPON VESTING. NO PLAN BENEFIT PAYMENTS WERE MADE DURING THE YEAR. THE FOLLOWING EXECUTIVES PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFIT DURING THE YEAR: PAUL DEERINGER $40,297 KEITH PUGLIESE $32,233 LAURA KAZAGLIS $109,312 SHELLEY HORWITZ $37,291 SUPPLEMENTAL EXECUTIVE PLAN EMPLOYEES ELIGIBLE FOR THE SUPPLEMENTAL EXECUTIVE PLAN ARE EITHER CEO OR CFO OF JOHN MUIR HEALTH, CEO OR CAO OF JOHN MUIR PHYSICIAN NETWORK, AND CURRENT EMPLOYEES THAT PREVIOUSLY HELD ONE OF THOSE POSITIONS. EMPLOYER CONTRIBUTIONS ARE MADE TO THE PLAN ON BEHALF OF ELIGIBLE EMPLOYEES. THE ANNUAL INCREASE IN ACTUARIAL VALUE OF THE PLAN BENEFIT IS REPORTED IN PART II, COLUMN C. VESTING FOR THE SUPPLEMENTAL EXECUTIVE PLAN IS AT THE EARLIEST OF THE FOLLOWING: REACHING AGE 65 WITH AT LEAST THREE YEARS OF SERVICE, BECOMING DISABLED, INVOLUNTARY TERMINATION FOR ANY REASON OTHER THAN CAUSE, TERMINATION UPON CHANGE OF CONTROL OF JOHN MUIR HEALTH, OR DEATH. BENEFITS ARE PAYABLE AND TAXABLE UPON VESTING. PLAN BENEFIT PAYMENTS OF $1,396,435 WERE MADE TO CALVIN KNIGHT DURING THE TAX YEAR. THIS AMOUNT IS REPORTED IN PART II, COLUMN (B)(III). THE FOLLOWING EXECUTIVES PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFIT DURING THE TAX YEAR: CALVIN KNIGHT $716,716 CHRISTIAN PASS $168,579 LEE HUSKINS $131,922 FORM 990, PART III, LINE 1 - ORGANIZATION'S MISSION TO ESTABLISH, OPERATE AND MAINTAIN MULTI-SPECIALTY MEDICAL CLINICS FOR THE PROVISION OF HEALTHCARE SERVICES. ENGAGE IN, SPONSOR AND PROMOTE CHARITABLE HEALTHCARE, EDUCATIONAL AND MEDICAL RESEARCH ACTIVITIES AND PROVIDE HEALTH PLAN SERVICES AND PHYSICIAN PANEL TO OUR HEALTH PLAN PARTNERS FOR HMO. FORM 990, PART III - PROGRAM SERVICE, LINE 4A CLINIC OPERATIONS: THE CLINIC OPERATIONS DIVISION PROVIDES PRIMARY CARE AND URGENT CARE SERVICES TO OVER 500,000 PATIENTS AT MORE THAN 97 CENTERS THROUGHOUT THE SERVICE AREA. THE PHYSICIAN NETWORK'S PRIMARY CARE AND URGENT CARE CENTERS ARE STAFFED BY APPROXIMATELY 287 PRIMARY CARE PHYSICIANS (FAMILY PRACTICE, INTERNAL MEDICINE AND PEDIATRICS, AMONG OTHERS) AFFILIATED WITH JOHN MUIR MEDICAL GROUP, INC., A CALIFORNIA PROFESSIONAL CORPORATION. IN ADDITION TO THE FOREGOING, THE CLINIC OPERATIONS DIVISION OPERATES THE PHYSICIAN NETWORK'S OSTEOPOROSIS CENTER, WEIGHT MANAGEMENT PROGRAM, AND HOSPITALIST PROGRAM. THE NETWORK ALSO HAS SPECIALTY PHYSICIANS IN CARDIOLOGY, COLORECTAL CANCER, RHEUMATOLOGY AND OBSTETRICS. THE JOHN MUIR PHYSICIAN NETWORK RECEIVED ELITE STATUS FROM CALIFORNIA ASSOCIATION OF PHYSICIAN GROUPS (CAPG) FOR THE TENTH CONSECUTIVE YEAR BASED UPON HOW WELL-EQUIPPED AND ORGANIZED THE NETWORK IS TO DELIVER A HIGH-QUALITY PATIENT EXPERIENCE, COORDINATE CARE AND PROVIDE FOR POPULATION HEALTH PROGRAMS, WHILE AT THE SAME TIME IMPROVING THE OVERALL AFFORDABILITY OF HEALTH CARE SERVICES. FORM 990, PART III - PROGRAM SERVICE, LINE 4B MANAGED CARE DIVISION: THE JOHN MUIR PHYSICIAN NETWORK, A CALIFORNIA MEDICAL FOUNDATION, IS DELEGATED BY HMO HEALTH PLANS TO PROVIDE THE ADMINISTRATIVE AND MANAGEMENT SERVICES FOR HEALTH PLAN MEMBERS. THE MANAGED CARE DIVISION CONDUCTS MEDICAL MANAGEMENT, CLAIMS PROCESSING, ELIGIBILITY, PROVIDER CREDENTIALING, AUTHORIZATIONS, UTILIZATION MANAGEMENT AND QUALITY IMPROVEMENT. AS PART OF ITS OPERATIONS, JOHN MUIR PHYSICIAN NETWORK OPERATES A MEDICARE ACCOUNTABLE ORGANIZATION, WHICH BRINGS TOGETHER GROUPS OF PROVIDERS WHO AGREE TO COORDINATE CARE FOR MEDICARE FEE-FOR-SERVICE BENEFICIARIES AND BE ACCOUNTABLE FOR THE QUALITY AND COST OF THEIR CARE (THROUGH A SYSTEM OF QUALITY METRICS AND SHARED SAVINGS). FORM 990, PART III - PROGRAM SERVICE, LINE 4C CLINICAL RESEARCH DIVISION: JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER IS A TOP RATED AND HIGHLY REPUTABLE CLINICAL RESEARCH SITE IN OUR REGION. THE CLINICAL RESEARCH CENTER HAS COMPLETED OVER 450 CLINICAL TRIALS SPONSORED BY THE PHARMACEUTICAL AND BIOTECHNOLOGICAL INDUSTRY. JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER FOCUSES ON PHASE II, III AND IV CLINICAL TRIALS. WE PROVIDE RAPID ENROLLMENT, HIGH DATA INTEGRITY, AS WELL AS COMPASSIONATE AND QUALITY CARE TO OUR RESEARCH SUBJECTS. OUR RESEARCH MEDICAL DIRECTOR IS BOARD-CERTIFIED IN ENDOCRINOLOGY AND INTERNAL MEDICINE AND IS ALSO A CERTIFIED PRINCIPAL INVESTIGATOR BY THE ASSOCIATION OF CLINICAL RESEARCH PROFESSIONAL (ACRP). FIVE OF THE CLINICAL COORDINATORS ARE ALSO CERTIFIED BY ACRP. FORM 990, PART VI, SECTION A, LINE 2 FAMILY AND BUSINESS RELATIONSHIP BOARD MEMBERS TAEJOON AHN, M.D. AND RAVI HUNDAL, M.D. HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 3 MANAGEMENT COMPANY JOHN MUIR HEALTH HAS ENGAGED OPTUM TO MANAGE NON CLINICAL FUNCTIONS, INCLUDING INFORMATION TECHNOLOGY, REVENUE CYCLE MANAGEMENT, ANALYTICS, PURCHASING AND CLAIMS PROCESSING. OPTUM ALSO SUPPORTS AND FURTHUR ENHANCES JOHN MUIR PHYSICIAN NETWORK'S AMBULATORY CARE COORDINATION AND UTILIZATION MANAGEMENT SERVICES. OPTUM BRINGS AN EXTENSIVE SET OF CAPABILITIES, INCLUDING OPERATIONAL TECHNOLOGIES, ANALYTIC SOLUTIONS AND TOOLS, AND ADMINISTRATIVE SERVICE EXPERTISE TO HELP JOHN MUIR HEALTH FURTHER ADVANCE ITS CLINICAL AND OPERATIONAL PERFORMANCE. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF THE JOHN MUIR PHYSICIAN NETWORK. FORM 990, PART VI, SECTION A, LINE 7A POWER TO ELECT OR APPOINT MEMBERS OF GOVERNING BODY THE BYLAWS OF JOHN MUIR PHYSICIAN NETWORK PROVIDE THAT THE VOTING AND NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH, THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, SHALL SERVE EX-OFFICIO AS THE VOTING AND NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. AS A RESULT, THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH CONTROLS THE NUMBER, APPOINTMENT, TERM AND REMOVAL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. FORM 990, PART VI, SECTION A, LINE 7B GOVERNANCE DECISIONS SUBJECT TO APPROVAL BY THE MEMBER JOHN MUIR HEALTH, AS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, ALSO HAS THE RIGHT TO APPROVE CERTAIN ACTIONS IN ACCORDANCE WITH THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, INCLUDING THE VOLUNTARY DISSOLUTION OF JOHN MUIR PHYSICIAN NETWORK, THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF JOHN MUIR PHYSICIAN NETWORK, AND THE MERGER OF JOHN MUIR PHYSICIAN NETWORK WITH OR INTO ANY OTHER ENTITY. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF FORM 990 BY THE GOVERNING BODY THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. AN OVERVIEW OF THE FORM 990, WITH SUFFICIENT DETAIL, IS PRESENTED TO THE BOARD WITH THE COMPLETED FORM 990. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR THEIR DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF THE JOHN MUIR PHYSICIAN NETWORK WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST MONITORING ANNUALLY, THE JOHN MUIR HEALTH (JMH) BOARD CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO BOARD MEMBERS, ALONG WITH A CONFLICT OF INTEREST DISCLOSURE FORM REQUIRED TO BE COMPLETED AND SIGNED. DISCLOSED CONFLICTS ARE COMPILED IN A DOCUMENT AND REVIEWED BY THE BOARD CHAIR, PRESIDENT/CEO, AND GENERAL COUNSEL. TOGETHER, THESE INDIVIDUALS MONITOR ANY POTENTIAL CONFLICTS AND THE GENERAL COUNSEL ATTENDS BOARD MEETINGS TO ENSURE COMPLIANCE WITH THE POLICY. TRANSACTIONS INVOLVING A POTENTIAL CONFLICT ARE REVIEWED AND APPROVED IN ADVANCE BY THE GENERAL COUNSEL, GOVERNANCE COMMITTEE, AND FOR CERTAIN TRANSACTIONS WITH THE CURRENT BOARD MEMBERS, THE BOARD. THE POLICY ALSO REQUIRES BOARD MEMBERS TO DISCLOSE CONFLICTS DURING THE YEAR AND RECUSE THEMSELVES FROM VOTING ON ANY MATTERS RELATED TO A CONFLICT. AS QUESTIONS ABOUT POTENTIAL CONFLICTS ARISE DURING THE YEAR, THE GENERAL COUNSEL REVIEWS THEM WITH THE AFFECTED BOARD MEMBER, THE PRESIDENT/CEO AND THE BOARD CHAIR. TO ENSURE THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED, INCLUDING PERIODIC REVIEWS OF ITS TRANSACTIONS OR ARRANGEMENTS WITH ITS OFFICERS AND BOARD MEMBERS, AND ANY OTHER INDIVIDUAL OR ENTITIES THAT MAY HAVE A SUBSTANTIAL INFLUENCE OVER THE BUSINESS AND AFFAIRS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 15 EXECUTIVE COMPENSATION COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS AND KEY EMPLOYEES ARE ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. THE COMPENSATION COMMITTEE IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED OF NO LESS THAN 5 VOTING DIRECTORS, NONE OF WHICH HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION TRANSACTIONS UNDER CONSIDERATION. THE COMPENSATION COMMITTEE UTILIZES AN OUTSIDE EXPERT COMPENSATION CONSULTANT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA OF SIMILARLY SITUATED ORGANIZATIONS FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITES. THAT DATA IS USED BY THE COMPENSATION COMMITTEE TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. THE COMMITTEE'S DELIBERATIONS AND DECISIONS REGARDING THESE COMPENSATION ARRANGEMENTS ARE DOCUMENTED IN THE COMMITTEE MINUTES THAT ARE REVIEWED AT ITS NEXT MEETING. THE DOCUMENTED MINUTES INCLUDE (1) TERMS OF THE COMPENSATION ARRANGEMENT, INCLUDING DATE IT WAS APPROVED; (2) A DESCRIPTION OF THE COMPARABLE DATA RELIED UPON BY THE COMMITTEE AND HOW IT WAS OBTAINED; 3) A LIST OF THE MEMBERS PRESENT DURING THE DELIBERATIONS AND HOW THE MEMBERS VOTED; 4) ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF ANY MEMBER OF THE COMMITTEE WHO HAD A POTENTIAL CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC AUDITED FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE FROM THE JOHN MUIR HEALTH LEGAL DEPARTMENT UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 152,021,535. MANAGEMENT AND GENERAL EXPENSES 705,014. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 152,726,549. OTHER PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 75,890,694. MANAGEMENT AND GENERAL EXPENSES 84,569. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 75,975,263. OTHER PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 13,766,927. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,766,927. JOHN MUIRMT DIABLO COMMUNITY HEALTHFUND 5003 COMMERCIAL CIRCLE SUITE 275 CONCORD CA 94520 911788973 GRANTMAKING CA 501(C)(3) 12C, III-FI JM HEALTH 1 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680249685 HEALTHCARE CA 501(C)(3) 3 JM HEALTH 1 JOHN MUIR HEALTH FOUNDATION 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 942650855 FUNDRAISING CA 501(C)(3) 7 JM HEALTH 1 JOHN MUIR HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 941461843 HEALTHCARE CA 501(C)(3) 3 N/A 0 JOHN MUIR MAGNETIC IMAGING 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680202020 DIAG IMAGING CA N/A 0 0 BAY AREA SURGICAL VENTURES 30 S WACKER DRIVE SUITE 2302 CHICAGO IL 60606 203052802 MED SERVICES CA N/A 0 0 JOHN MUIRMT DIABLO PARENT COMPANY 1400 TREAT BLVD WALNUT CREEK CA 94597 900060434 INACTIVE CA N/A C 0 0 1 1 0 0 0 0 0 0 1 1 0 1 0 1 1 1 0 0 JOHN MUIR HEALTH B 13034998 EXPENSES PAID JOHN MUIR BEHAVIORAL HEALTH B 305233 EXPENSES PAID JOHN MUIR HEALTH C 59347669 CASH RECEIVED JOHN MUIR HEALTH J 131611 AGREEMENT TERMS JOHN MUIR HEALTH K 1892340 SHARED SVS JOHN MUIR HEALTH L 86028875 FMV JOHN MUIR HEALTH M 1769185 EXPENSES PAID JOHN MUIR BEHAVIORAL HEALTH P 300000 CASH RECEIVED JOHN MUIR HEALTH Q 6435052 AGREEMENT TERMS