2021-11-14T16:34:52-06:00 2020-12-31 ERNST & YOUNG US LLP 560 MISSION ST STE 1600 SAN FRANCISCO CA 94105 990 2020-01-01 510172285 EAST BAY PERINATAL CENTER % JONATHAN ZACHRESON EAST 9162866665 C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 IRIS WOHN CFO 9162866665 2021-11-04 true IRIS WOHN 999009999 EVA NITTA P01286320 4158948000 2 2020 2022-09-23 18:48:47Z Denise Navellier SAME AS C ABOVE SACRAMENTO AK 95833 210925 false X WWW.SUTTERHEALTH.ORG X 1975 CA SEE SCHEDULE O 3 0 8 0 0 0 0 0 350592 210925 0 0 0 0 350592 210925 0 0 0 0 827305 883465 0 0 0 1140853 1691328 1968158 2574793 -1617566 -2363868 63249 66195 275283 337565 -212034 -271370 X SEE SCHEDULE O false false 2365917 210925 SEE SCHEDULE O 2365917 true false false false false false false false false false true false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true 0 0 8 true false false false false false false false false false false false false X 3 0 false false false false true true true true true false false false true true true true true true true false CA X JONATHAN ZACHRESON 9162866665 9100 FOOTHILLS BOULEVARD ROSEVILLE CA 95747 X URSULA BOYNTON MD CME, ABSMC 1.0 40.0 X 0 542611 43736 GERALD KOZAI CEO, ABSMC (PT-YR) 1.0 40.0 X 0 475164 97863 GREGORY BROWN VP & Regional Counsel EBR 0.0 40.0 X 0 499293 70382 DAVID CLARK CEO, ABSMC (PT-YR) 1.0 40.0 X 0 473855 27179 DENISE NAVELLIER CNE, ABSMC/Pres EBPC (PT-YR) 2.0 40.0 X X 0 423209 54873 IRIS WOHN CFO ABSMC/TREAS EBPC [PT-YR] 1.0 40.0 X 0 428575 46010 PATTI PILGRIM CFO ABSMC/TREAS. EBPC [PT-YR] 1.0 40.0 X 0 392487 53435 KATRINA LANNER-CUSIN MD DIR. OBGYN ADMIN MEDICAL 1.0 40.0 X 0 356869 36866 JAMES KIM ASST GEN COUNSEL BAY, SEC EBPC 1.0 40.0 X 0 336817 43222 KIMBERLY PEERY DEPUTY GENERAL COUNSEL 0.0 40.0 X 0 278838 32279 CAMI BUSHEY DIR, MED SURGERY NURSING 1.0 40.0 X 0 242186 40890 LAURA AHN NURSE PRACTITIONER/CNM 40.0 0.0 X 201379 0 37669 ROSE CALHAN COO, ABSMC/PRES. EBPC [PT-YR] 2.0 40.0 X X 0 62184 0 201379 4512088 584404 1 true true false 0 0 PATIENT SERVICE REVENUE 623000 210925 210925 210925 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 210925 210925 X 0 0 0 0 0 0 566178 563801 2377 30 30 0 263003 261899 1104 54254 54026 228 0 0 0 0 0 0 1261250 1161250 100000 0 5099 405 4694 101820 62712 39108 0 214721 212689 2032 841 841 0 469 469 0 0 21276 16365 4911 46 46 SYSTEM ALLOCATIONS 74920 20584 54336 PURCHASED SERVICES 4939 4899 40 MEDICAL SUPPLIES 3667 3667 TAXES AND FEES 2047 2047 233 233 2574793 2365917 208876 0 0 0 0 0 0 0 33498 44934 0 0 0 0 0 0 0 0 0 0 160987 139726 29751 21261 0 0 0 0 0 0 0 0 0 0 63249 66195 274694 321982 0 0 589 2092 0 0 0 0 0 0 0 0 0 0 0 13491 275283 337565 X -212034 -271370 0 0 -212034 -271370 63249 66195 X -2363868 2304532 X false true X true false X 8004 8004 0 152983 131722 21261 21261 0 OTHER LIABILITIES 13491 13491 X 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, THE LEGAL ENTITY, 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 2017 THROUGH 2019 REMAIN 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. AT DECEMBER 31, 2020 AND 2019, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. X X X X false true false false false false false true false URSULA BOYNTON MD CME, ABSMC 0 512973 0 28305 0 1333 0 15426 0 28310 0 586347 0 0 GERALD KOZAI CEO, ABSMC (PT-YR) 0 304165 0 137700 0 33299 0 83059 0 14804 0 573027 0 0 GREGORY BROWN VP & Regional Counsel EBR 0 301430 0 106451 0 91412 0 43626 0 26756 0 569675 0 57047 DAVID CLARK CEO, ABSMC (PT-YR) 0 389734 0 42079 0 42042 0 15426 0 11753 0 501034 0 0 DENISE NAVELLIER CNE, ABSMC/Pres EBPC (PT-YR) 0 292446 0 46539 0 84224 0 35826 0 19047 0 478082 0 21943 PATTI PILGRIM CFO ABSMC/TREAS. EBPC [PT-YR] 0 207776 0 59365 0 125346 0 37607 0 15828 0 445922 0 45920 KATRINA LANNER-CUSIN MD DIR. OBGYN ADMIN MEDICAL 0 324046 0 27879 0 4944 0 15426 0 21440 0 393735 0 0 JAMES KIM ASST GEN COUNSEL BAY, SEC EBPC 0 291558 0 44079 0 1180 0 15426 0 27796 0 380039 0 0 KIMBERLY PEERY DEPUTY GENERAL COUNSEL 0 278161 0 0 0 677 0 15049 0 17230 0 311117 0 0 CAMI BUSHEY DIR, MED SURGERY NURSING 0 220909 0 18264 0 3013 0 11951 0 28939 0 283076 0 0 LAURA AHN NURSE PRACTITIONER/CNM 201379 0 0 0 0 0 10895 0 26774 0 239048 0 0 0 IRIS WOHN CFO ABSMC/TREAS EBPC [PT-YR] 0 311683 0 77248 0 39644 0 16864 0 29146 0 474585 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. 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 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 SUTTER HEALTH. 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. 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 BUT THE AMOUNT TENDS 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. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: It is the mission of East Bay Perinatal (EBPC) to provide full-scope prenatal, postpartum and family planning care to low-income, underserved women and teens in the East Bay area. Our prenatal services include the management of both low and high-risk pregnancies, and assessments to identify health and education needs for mother, fetus and the maternal support systems. FORM 990, PART III, LINE 4A EAST BAY PERINATAL CENTER (EBPC), DBA ALTA BATES SUMMIT PERINATAL CENTER (ABSPC), PROVIDES PRENATAL AND IMMEDIATE POST-PARTUM CARE TO HIGH-RISK, LOW-INCOME, UNDERSERVED WOMEN IN THE SAN FRANCISCO/OAKLAND AND EAST BAY AREA. SERVICES INCLUDE MEDICAL EVALUATION AND A NEEDS ASSESSMENT TO DEVELOP AN INDIVIDUALIZED PLAN OF CARE APPROPRIATE FOR THE MATERNAL CONDITION OR DIAGNOSIS. A PLAN IS DEVELOPED ACCORDING TO COMPREHENSIVE PERINATAL SERVICES PROGRAM (CPSP) IN CONSULTATION WITH PROVIDERS - INCLUDING PERINATOLOGISTS, OBSTETRICIANS, NURSE PRACTITIONERS AND NURSE MIDWIVES, PERINATAL HEALTH EDUCATORS, SOCIAL WORKERS, AND REGISTERED DIETICIANS HOLDING A CERTIFIED DIABETES EDUCATION CERTIFICATE (CDE). THE PERINATAL CENTER ALSO ADHERES TO CALIFORNIA DIABETES AND PREGNANCY PROGRAM (CDAPP) SWEET SUCCESS GUIDELINES. EBPC SPECIALIZES IN CARING FOR WOMEN WITH HIGH RISK PREGNANCIES WITH COMPLICATIONS SUCH AS ASTHMA, DIABETES, HIGH BLOOD PRESSURE, HEART DISEASE, AND SICKLE CELL DISEASE. PERINATOLOGISTS ALSO PROVIDE CARE TO THE PERINATAL POPULATION THAT SUFFERS FROM OBSTETRICAL PROBLEMS SUCH AS RECURRENT PREGNANCY LOSS, PRETERM LABOR, AND FETAL ABNORMALITIES. EBPC PROVIDES REFERRALS, COUNSELING, AND SUPPORT FOR PATIENTS DEALING WITH PSYCHOSOCIAL AILMENTS, SUBSTANCE ABUSE ISSUES, PSYCHIATRIC DIAGNOSES, DOMESTIC VIOLENCE ISSUES, TEEN PREGNANCY, AND HOMELESSNESS. DURING 2020, THE CENTER SERVED A TOTAL OF 1,098 PATIENTS FOR AN ESTIMATED TOTAL OF 3,516 VISITS. FORM 990, PART VI, LINES 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 BAY HOSPITALS 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 CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: 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 DIRECTORS: (A) MERGER, CONSOLIDATION OR DISSOLUTION OF THIS CORPORATION OR OF ANY OPERATING CORPORATION; (B) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THIS CORPORATION; (C) APPROVAL OF AGGREGATE OPERATING AND CAPITAL BUDGETS OF THIS CORPORATION OR OF ANY OPERATING CORPORATION; (D) AGGREGATE BORROWING BY THIS CORPORATION OR BY ANY OPERATING CORPORATION FOR PERIODS OF ONE (1) YEAR OR LESS FOR ANY PURPOSE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME; AND AGGREGATE BORROWING BY THIS CORPORATION OR BY ANY OPERATING CORPORATION FOR PERIODS OF MORE THAN ONE (1) YEAR FOR ANY PURPOSE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED 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 SALE; (E) PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, OF THIS CORPORATION OR OF ANY OPERATING CORPORATION, NOT PREVIOUSLY INCLUDED IN THE CAPITAL BUDGETS, WITH A VALUE IN EXCESS OF DOLLAR AMOUNTS TO BE ESTABLISHED BY THE MEMBER FROM TIME TO TIME; (F) APPROVAL OF ORGANIZATIONAL STRATEGIC PLANS OF THIS CORPORATION AND OF ANY OPERATING CORPORATION; (G) APPOINTMENT OF THE INDEPENDENT AUDITOR OF THIS CORPORATION AND OF ANY OPERATING CORPORATION; (H) APPROVAL OF TRANSACTIONS OF THIS CORPORATION IN WHICH A TRUSTEE OR OFFICER OF THIS CORPORATION HAS A MATERIAL FINANCIAL INTEREST; (I) APPROVAL OF ANY TRANSACTIONS OR POLICIES WHICH MAY MATERIALLY AFFECT THE MEMBER OR WHICH THE MEMBER DETERMINES ARE MAJOR TRANSACTIONS OR MAJOR POLICIES. IN ADDITION, SUTTER BAY HOSPITALS SHALL HAVE AUTHORITY TO INITIATE POLICY FOR THIS CORPORATION WHERE SUCH POLICY INVOLVES EITHER (A) COORDINATION OF THE ACTIVITIES OF THIS CORPORATION WITH ANY OTHER CORPORATION OF WHICH SUTTER BAY HOSPITALS IS ALSO THE CORPORATE MEMBER OR (B) ANY POLICY OR ACTION OF SUTTER HEALTH NECESSARY FOR THE REGIONAL SYSTEM TO EFFECTIVELY FULFILL ITS PURPOSES. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/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, 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 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 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. 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 SUTTER 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 2020 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2020. 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 OR SUTTER BAY HOSPITALS AND THEIR SUTTER SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - ROSE CALHAN - DENISE NAVELLIER - KATRINA LANNER-CUSIN, MD - URSULA BOYNTON, MD - CAMI BUSHEY 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: EQUITY TRANSFERS (NET) $2,304,532 FORM 990 PART IX LINE 11G DESCRIPTION:MEDICAL DIRECTOR TOTAL FEES:100000 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL FEES - PHYSICIAN TOTAL FEES:1093288 FORM 990 PART IX LINE 11G DESCRIPTION:NURSE REGISTRY TOTAL FEES:67962 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 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 SAMUEL MERRITT UNIVERSITY 450 30TH STREET STE 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 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 SOLANO CHARITABLE FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942668262 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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