2021-09-27T16:44:52-05:00 2020-12-31 251644159 BROWN SCHULTZ SHERIDAN & FRITZ 210 GRANDVIEW AVE CAMP HILL PA 170111706 990 2020-01-01 251767436 THE HOSPITAL AND HEALTHSYSTEM ASSOCIATION OF PENNSYLVANIA HOSP 7175649200 30 NORTH THIRD STREET SUITE 600 HARRISBURG PA 17101 ANDREW W CARTER PRESIDENT & CEO 7175649200 2021-07-29 true ANDREW CARTER 999009999 TIMOTHY D GRUNSTRA P00033502 7177617171 2021-09-24 2020 2022-09-23 18:48:47Z ANDREW W CARTER 30 NORTH THIRD STREET SUITE 600 HARRISBURG PA 17101 18103517 false X WWW.HAPONLINE.ORG X 1921 PA TO ADVOCATE FOR AND PROVIDE SERVICES TO PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS AS THEY STRIVE TO DELIVER SAFE, EFFICIENT, AND QUALITY HEALTH CARE TO THE PATIENTS AND COMMUNITIES THEY SERVE. 25 25 99 25 0 8522003 6999320 9354367 9111532 684671 1248015 285772 37077 18846813 17395944 0 0 10003947 9031076 0 0 8225077 9977770 18229024 19008846 617789 -1612902 38017935 37095686 5224242 4173710 32793693 32921976 X TO ADVOCATE FOR AND PROVIDE SERVICES TO PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS AS THEY STRIVE TO DELIVER SAFE, EFFICIENT, AND QUALITY HEALTH CARE TO THE PATIENTS AND COMMUNITIES THEY SERVE. false false HAP ADVOCATED ON BEHALF OF PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS FOR SUPPORT OF COVID-19 RESPONSE THROUGH CRUCIAL FEDERAL RESOURCES, SUCCESSFULLY PROTECTED MILLIONS IN FUNDS FOR HOSPITAL PRIORITIES IN THE STATE BUDGET, FULLY FUNDING TRAUMA CENTERS, BURN CENTERS, AND OBSTETRIC, NEONATAL INTENSIVE CARE UNITS, WHILE ALSO INCREASING FUNDING FOR CAH'S. HAP SUCCESSFULLY ADVOCATED FOR ADDITIONAL BENEFIT TO HOSPITALS THROUGH INCREASED FUNDING OF THE QUALITY CARE ASSESSMENT, ELIMINATED THE REDUCTION IN FEDERAL MEDICAID DISPROPORTIONATE SHARE HOSPITAL ALLOTMENT, PROTECTING MILLIONS IN CRUCIAL RESOURCES, AND DELAYED A 75 PERCENT REDUCTION IN FUNDS AVAILABLE TO THE STATE. IN ADDITION, HAP FOCUSED ON ELEVATING THE VOICE OF PA LAWMAKERS TO PROTECT A VITAL DRUG PRICING PROGRAM AGAINST CUTS IN THE FACE OF UNILATERAL ACTIONS BY DRUG COMPANIES UNDERMINING THE STATUE, AND INFLUENCED ENACTMENT OF COMPROMISE FEDERAL POLICY PROTECTING PATIENTS FROM SURPRISE MEDICAL BILLS WHILE REJECTING RATE SETTING AND POLICIES THAT INTERFERE WITH PRIVATE CONTRACTUAL NEGOTIATIONS. HAP PARTNERED WITH THE HEALTH CARE IMPROVEMENT FOUNDATION, PENNSYLVANIA PATIENT SAFETY AUTHORITY, AND QUALITY INSIGHTS OF PENNSYLVANIA AS A STATEWIDE HOSPITAL IMPROVEMENT INNOVATION NETWORK (HIIN) CONTRACTOR. HAP HAD 97 GENERAL ACUTE FACILITIES PARTICIPATE IN HIIN PROJECTS. THE HIIN PROJECTS INCLUDE ADVERSE DRUG EVENTS, ANTIMICROBIAL STEWARDSHIP, CT RADIATION SAFETY, CULTURE OF SAFETY, DIAGNOSTIC ERRORS, FALLS, HOSPITAL ACQUIRED INFECTIONS, PERSON AND FAMILY ENGAGEMENT, PRESSURE INJURY PREVENTION, READMISSIONS, SEVERE SEPSIS AND SEPTIC SHOCK SURGICAL SITE INFECTION, AND VENOUS THROMBOEMBOLISM. HAP ALSO CONVENED AND INITIATED A STATE WIDE OPIOID LEARNING ACTION NETWORK, FOCUSING ON OPIOD TREATMENT AND RECOVERY, INVOLVING 123 ACUTE CARE FACILITIES. HAP CONTINUED WORKING WITH THE PENNSYLVANIA DEPARTMENT OF HEALTH (DOH) THROUGH A 7 MILLION GRANT WITH A GOAL OF ENHANCING DOH'S ABILITY TO IMPROVE STATEWIDE EMERGENCY SUPPORT FUNCTION OPERATIONS THROUGH FACILITATING, ASSISTING AND GUIDING REGIONAL HEALTH CARE COALITIONS (HCC). HAP AND SEVEN REGIONAL MANAGERS HIRED IN SUPPORT OF THE GRANT PLAYED A KEY ROLE IN PROVIDING COMPREHENSIVE SUPPORT AND INFORMATION TO DOH, REGIONAL HCCS, HOSPITALS AND OTHER HEALTH CARE FACILITIES. IN ADDITION, HAP CONTINUED SUPPORT OF THE FIVE-YEAR GRANT FROM DOH FOR REGIONAL EMERGENCY PREPAREDNESS SUPPORT AND SERVICES IN SOUTHEAST PENNSYLVANIA. THESE COALITIONS WERE INSTRUMENTAL IN PROVIDING CRITICAL SUPPORT TO THE STATE AT THE OUTSET OF THE COVID-19 PANDEMIC. false true false true false false false false false true false false true true false false true false false false false false false false false false false false true false false false false false false false false false false true true true true false true 27 0 true 99 true false false false false false false true false X 25 25 false false false false true false false true true false false true true true true true true true true false X X TINA LATIN-TRUE 7175649200 30 NORTH THIRD STREET SUITE 600 HARRISBURG PA 17101 ANDREW W CARTER PRESIDENT & 37.10 0.40 X 1194741 0 268020 JEFFREY BECHTEL SENIOR VP 37.50 X 404620 0 91211 TINA LATIN-TRUE SENIOR VP 37.50 X 402664 0 91860 WARREN KAMPF SENIOR VP 37.10 0.40 X 336678 0 50641 LAURA STEVENS-KENT SENIOR VP 37.50 X 300119 0 46070 ROBERT SHIPP VICE PRESIDE 37.50 X 195871 0 48778 JOLENE CALLA VICE PRESIDE 37.50 X 184506 0 50617 SARIT SIEGEL SPIELER VICE PRESIDE 37.50 X 174325 0 41834 JENNIFER JORDAN VICE PRESIDE 37.50 X 183206 0 26815 DANEEN SCHRODER VICE PRESIDE 37.50 X 155258 0 47392 SCOTT A BECKER BOARD MEMBER 0.70 0.30 X 0 0 0 JAMES M COLLINS BOARD MEMBER 0.70 0.30 X 0 0 0 BETH DUFFY BOARD MEMBER 0.70 0.30 X 0 0 0 JOEL FAGERSTROM BOARD MEMBER 0.70 0.30 X 0 0 0 STEVEN M FONTAINE BOARD MEMBER 0.70 0.30 X 0 0 0 ROXANNA GAPSTUR BOARD MEMBER 0.70 0.30 X 0 0 0 JEDWARD HARTLE BOARD MEMBER 0.70 0.30 X 0 0 0 DOUGLAS G HOCK BOARD MEMBER 0.70 0.30 X 0 0 0 GEORGE A HUBER BOARD MEMBER 0.70 0.30 X 0 0 0 CYNTHIA D HUNDORFEAN BOARD MEMBER 0.70 0.30 X 0 0 0 WILLIAM JENNINGS BOARD MEMBER 0.70 0.30 X 0 0 0 HUGH J LAVERY BOARD MEMBER 0.70 0.30 X 0 0 0 THOMAS MARCHOZZI BOARD MEMBER 0.70 0.30 X 0 0 0 PHILIP OKALA BOARD MEMBER 0.70 0.30 X 0 0 0 PHILIP PANDOLPH BOARD MEMBER 0.70 0.30 X 0 0 0 JOSEPH SCOPELITTI BOARD MEMBER 0.70 0.30 X 0 0 0 MARK SEVCO BOARD MEMBER 0.70 0.30 X 0 0 0 BARBARA WADSWORTH BOARD MEMBER 0.70 0.30 X 0 0 0 STEPHEN WOLFE BOARD MEMBER 0.70 0.30 X 0 0 0 MICHAEL YOUNG BOARD MEMBER 0.70 0.30 X 0 0 0 CORNELIO R CATENA CHAIR 1.50 0.44 X X 0 0 0 MICHELE M VOLPE CHAIR-ELECT 1.30 0.30 X X 0 0 0 KATHLEEN KINSLOW PAST CHAIR 1.30 0.30 X X 0 0 0 KENNETH DEFURIO TREASURER 1.30 0.30 X X 0 0 0 JAMES L BREXLER SECRETARY 1.30 0.30 X X 0 0 0 3531988 763238 26 false true false BRAVO GROUP COMMUNICATIONS INC 20 NORTH MARKET SQUARE SUITE 800 HARRISBURG PA 17101 CONSULTING 2262234 DUANE MORRIS LLP 30 SOUTH 17TH STREET PHILADELPHIA PA 19103 LEGAL SERVICES 359020 SWING STRATEGIES 857 NATHAN HALE ROAD BERWYN PA 19312 CONSULTING 323988 ONE STAR 8735 DELAWARE AVE NORTH HUNTINGTON PA 15642 CONSULTING 140017 PRIMARY EDGE SOLUTIONS 136 WALKER LANE KING OF PRUSSIA PA 19406 CONSULTING 120883 7 6999320 6999320 PROGRAM FEES 900099 8243353 8243353 ENDORSED PARTNER FEES 900099 600837 600837 ADMIN. & MANAGEMENT FEES 561000 179342 179342 OTHER PROGRAM RELATED REVENUE 900099 88000 88000 9111532 553837 553837 1401751 707573 694178 694178 694178 CASH SURRENDER VALUE 900099 32998 32998 MISCELLANEOUS REVENUE 900099 4079 4079 37077 17395944 9111532 1285092 2980674 4215163 629374 561611 644254 403420 21743 151589 38272 986536 1955735 264417 255288 587451 87877 43675 4980 261391 104881 EMERGENCY PREPAREDNESS 3738479 DIGITAL COMMUNITY 402605 INDEPENDENT EXPENDITURES 397009 DUES AND SUBSCRIPTIONS 102786 169636 19008846 0 0 0 3301140 1302390 1346732 493135 743656 165085 956451 663846 171592 198473 2568918 1644008 1111743 924910 26780916 29414123 -831944 -951495 4437649 4885219 38017935 37095686 4335522 3973075 823522 152356 65198 48279 5224242 4173710 X 32793693 32921976 32793693 32921976 38017935 37095686 X -1612902 1797003 -55818 X false true X true true true RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false 6790125 3926779 3926779 3529770 397009 407150 186391 220759 513507 361429 152078 1648261 1096188 552073 924910 CSV OF OFFICERS LIFE INSURANCE 2982139 RECEIVABLE - AFFILIATES/SUBSIDIARIES 1835827 SECURITY DEPOSITS 67253 4885219 POST RETIREMENT BENEFIT OBLIGATION 34817 PAYABLE TO AFFILIATES/SUBSIDIARIES 13462 48279 19221675 1797003 67000 1864003 17357672 38272 38272 17395944 18970574 18970574 38272 38272 19008846 SCHEDULE D, PAGE 4, PART XI, LINE 2D CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE 67,000 X X X X X false true false ANDREW W CARTER PRESIDENT & CEO 645799 481634 67308 229018 39002 1462761 JEFFREY BECHTEL SENIOR VP 322839 78596 3185 49299 41912 495831 TINA LATIN-TRUE SENIOR VP 303434 74090 25140 49299 42561 494524 WARREN KAMPF SENIOR VP 300500 33271 2907 35937 14704 387319 LAURA STEVENS-KENT SENIOR VP 284225 14388 1506 43505 2565 346189 ROBERT SHIPP VICE PRESIDENT 163647 31113 1111 15345 33433 244649 JOLENE CALLA VICE PRESIDENT 171182 11432 1892 16114 34503 235123 SARIT SIEGEL SPIELER VICE PRESIDENT 159384 13450 1491 6201 35633 216159 JENNIFER JORDAN VICE PRESIDENT 166129 16078 999 15129 11686 210021 DANEEN SCHRODER VICE PRESIDENT 140721 12889 1648 13341 34051 202650 SCHEDULE J, PAGE 1, PART I, LINE 4 ANDREW W. CARTER 0 203,368 0 JEFFREY BECHTEL 0 23,649 0 TINA LATIN-TRUE 0 23,649 0 WARREN KAMPF 0 21,270 0 LAURA STEVENS-KENT 0 17,925 0 SCHEDULE J, PART III PART 1, LINE 4B IN 2016, THE HAP EXECUTIVE BENEFIT PLAN PROVIDED TO EXECUTIVES THROUGH A FLEXIBLE BENEFIT OPTION. THE FLEXIBLE BENEFIT ALLOWANCES WERE CREDITED TO A TAX-DEFERRED CAPITAL ACCUMULATION ACCOUNT (CAA). ACCUMULATIONS ARE PAYABLE AT THE ELECTED VESTING DATE, DEATH, TERMINATION DUE TO DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. IF THE EXECUTIVE LEAVES FOR ANY REASON, A SUBSTANTIAL RISK OF FORFEITURE IN THE FORM OF A 24-MONTH NON- COMPETE AGREEMENT APPLIES. CONTRIBUTIONS AND EARNINGS ARE TAX SHELTERED UNTIL THE PAYOUT DATE. AS OF JANUARY 1, 2017, THE FLEXIBLE BENEFIT PLAN WAS DISCONTINUED AND NO ADDITIONAL EMPLOYER CONTRIBUTIONS WERE MADE TO THE CAA. AS OF JANUARY 1, 2017, HAP MAKES ANNUAL CONTRIBUTIONS TO A NONQUALIFIED DEFERRED COMPENSATION PLAN (DCP). EACH CONTRIBUTION VESTS AFTER THREE YEARS, OR, IF EARLIER, AN ATTAINMENT OF AGE 65, DEATH, DISABILITY OR INVOLUNTARY TERMINATION WITHOUT CAUSE. IF, PRIOR TO THE VESTING DATE, THE EXECUTIVE SEPARATES FROM SERVICES WITHOUT ANY VESTING, THE EXECUTIVE FORFEITS ALL UNPAID BENEFITS UNDER THE PLAN. CONTRIBUTIONS AND EARNINGS ARE TAX SHELTERED UNTIL THE PAYOUT DATE. IF HAP BECOMES INSOLVENT, EXECUTIVES ARE UNSECURED CREDITORS AND WILL HAVE NO PREFERRED CLAIM TO ANY ASSETS. FORM 990, PAGE 2, PART III, LINE 4A HAP ADVOCATED ON BEHALF OF PENNSYLVANIA'S HOSPITALS AND HEALTH SYSTEMS FOR SUPPORT OF COVID-19 RESPONSE THROUGH CRUCIAL FEDERAL RESOURCES, SUCCESSFULLY PROTECTED MILLIONS IN FUNDS FOR HOSPITAL PRIORITIES IN THE STATE BUDGET, FULLY FUNDING TRAUMA CENTERS, BURN CENTERS, AND OBSTETRIC, NEONATAL INTENSIVE CARE UNITS, WHILE ALSO INCREASING FUNDING FOR CAH'S. HAP SUCCESSFULLY ADVOCATED FOR ADDITIONAL BENEFIT TO HOSPITALS THROUGH INCREASED FUNDING OF THE QUALITY CARE ASSESSMENT, ELIMINATED THE REDUCTION IN FEDERAL MEDICAID DISPROPORTIONATE SHARE HOSPITAL ALLOTMENT, PROTECTING MILLIONS IN CRUCIAL RESOURCES, AND DELAYED A 75 PERCENT REDUCTION IN FUNDS AVAILABLE TO THE STATE. IN ADDITION, HAP FOCUSED ON ELEVATING THE VOICE OF PA LAWMAKERS TO PROTECT A VITAL DRUG PRICING PROGRAM AGAINST CUTS IN THE FACE OF UNILATERAL ACTIONS BY DRUG COMPANIES UNDERMINING THE STATUE, AND INFLUENCED ENACTMENT OF COMPROMISE FEDERAL POLICY PROTECTING PATIENTS FROM SURPRISE MEDICAL BILLS WHILE REJECTING RATE SETTING AND POLICIES THAT INTERFERE WITH PRIVATE CONTRACTUAL NEGOTIATIONS. FORM 990, PAGE 6, PART VI, LINE 6 MEMBERSHIP OF HAP IS DIVIDED INTO THE FOLLOWING CLASSES: 1) GENERAL MEMBERS - INSTITUTIONS, ENTITIES OR ORGANIZATIONS WHICH SUPPORT THE MISSION AND PURPOSE OF THE HOSPITAL AND HEALTHSYSTEM ASSOCIATION OF PENNSYLVANIA ("ASSOCIATION") TO BE THE LEADING ADVOCATE FOR IMPROVING THE HEALTH AND WELL-BEING OF PENNSYLVANIANS. GENERAL MEMBERS SHALL BE THE ONLY VOTING MEMBERSHIP CLASS. AT EVERY MEETING OF MEMBERS, EACH GENERAL MEMBER SHALL HAVE ONE VOTE. 2)ASSOCIATE MEMBERS - INSTITUTIONS AND ORGANIZATIONS NOT ELIGIBLE FOR GENERAL MEMBERSHIP BUT WHICH SUPPORT THE PURPOSE AND OBJECTIVE OF THE ASSOCIATION. FORM 990, PAGE 6, PART VI, LINE 11B THE FORM 990 IS PREPARED INTERNALLY BY THE ASSOCIATION. THE ASSOCIATION'S TAX ADVISORS THEN REVIEW THE FORM 990 AND MAKE ANY NECESSARY CHANGES. AFTER THE TAX ADVISORS' REVIEW, THE FORM 990 IS GIVEN TO THE BOARD FOR A DETAILED REVIEW. ONCE THE BOARD HAS REVIEWED, THE ASSOCIATION'S TAX ADVISORS PREPARE THE FINAL FORM 990 AND SENDS TO THE ASSOCIATION FOR SIGNATURES AND FILING, ALONG WITH A PUBLIC INSPECTION COPY. FORM 990, PAGE 6, PART VI, LINE 12C A WRITTEN CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO ALL BOARD MEMBERS AND EMPLOYEES ON AN ANNUAL BASIS WITH REQUESTED DISCLOSURES. THE PURPOSE OF THE CONFLICTS OF INTEREST POLICY (THE "CONFLICTS POLICY") IS TO PROTECT THE INTEREST OF THE ASSOCIATION WHEN IT CONTEMPLATES ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT A PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE ASSOCIATION. THE CONFLICTS POLICY IS INTENDED TO SUPPLEMENT, BUT NOT REPLACE, ANY APPLICABLE STATE LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT CORPORATIONS. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AN OFFICER, DIRECTOR, MANAGER, KEY EMPLOYEE AND THEIR FAMILY MEMBERS, BUSINESS ASSOCIATES OR INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND MUST BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES AND BOARD- DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AN INTERESTED PERSON IS DEFINED AS ANY DIRECTOR, PRINCIPAL OFFICER, OR MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST. IF A PERSON IS AN INTERESTED PERSON WITH RESPECT TO THE ASSOCIATION OR ANY OF THE ASSOCIATION'S AFFILIATES, HE OR SHE IS AN INTERESTED PERSON WITH RESPECT TO THE ASSOCIATION AND ALL OF ITS AFFILIATES. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DELIBERATED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: -AN INTERESTED PERSON MAY MAKE A PRESENTATION CONCERNING THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. -THE CHAIRPERSON OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. -AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE ASSOCIATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. -IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT AVOID A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS OR COMMITTEE MEMBERS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ASSOCIATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ASSOCIATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. VIOLATIONS OF THE CONFLICTS POLICY: -IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSURE. -IF, AFTER HEARING THE RESPONSE OF THE INTERESTED PERSON AND MAKING SUCH FURTHER INVESTIGATION, AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE INTERESTED PERSON HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PAGE 6, PART VI, LINE 15A IN FULFILLMENT OF THE ASSOCIATION'S COMPENSATION COMMITTEE'S (COMPRISED OF HAP BOARD MEMBERS) RESPONSIBILITIES, SPECIFICALLY IN REGARD TO THE CEO'S COMPENSATION, EACH YEAR THE ASSOCIATION'S EXECUTIVE COMPENSATION COMMITTEE AND BENEFITS CONSULTANT, SULLIVAN COTTER & ASSOCIATES, INC. ("SULLIVAN COTTER"), CONDUCTS A COMPREHENSIVE REVIEW OF CEO TOTAL COMPENSATION. TO EVALUATE THE TOTAL COMPENSATION PROGRAM FOR THE ASSOCIATION'S CEO, SULLIVAN COTTER ANNUALLY: -COLLECTS AND REVIEWS BACKGROUND DATA, INCLUDING FINANCIAL DATA AND CURRENT COMPENSATION INFORMATION; -COMPILES COMPREHENSIVE DATA FOR CEOS WITH HAP'S SELECT PEER GROUP; -COMPARES THE CEO'S CURRENT SALARY, INCENTIVE BENEFIT AND TOTAL COMPENSATION LEVELS TO PEER GROUP MEDIAN LEVELS; AND -PREPARES, FOR THE COMMITTEE'S REVIEW, A MEMORANDUM DOCUMENTING FINDINGS. THE PROCESS FOR SETTING OTHER OFFICERS- AND KEY EMPLOYEES' COMPENSATION IS THE SAME AS ABOVE. IN FULFILLMENT OF THE COMPENSATION COMMITTEE'S RESPONSIBILITIES, IN REGARD TO OFFICERS- AND OTHER KEY EMPLOYEES' COMPENSATION EACH YEAR, THE EXECUTIVE COMPENSATION AND BENEFITS CONSULTANT, CONDUCTS A COMPREHENSIVE REVIEW OF OFFICERS- AND OTHER KEY EMPLOYEES' TOTAL COMPENSATION. TO EVALUATE THE TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES, SULLIVAN COTTER ANNUALLY: -COLLECTS AND REVIEWS BACKGROUND DATA, INCLUDING FINANCIAL DATA AND CURRENT COMPENSATION INFORMATION; -COMPILES COMPENSATION DATA FOR THE OFFICERS AND KEY EMPLOYEES WITH A SELECT PEER GROUP; -COMPARES THE OFFICERS- AND KEY EMPLOYEES' CURRENT SALARY, INCENTIVE BENEFIT AND TOTAL COMPENSATION LEVELS TO PEER GROUP MEDIAN LEVELS; AND -PREPARES, FOR THE COMMITTEE'S REVIEW, A MEMORANDUM DOCUMENTING FINDINGS. THE COMPENSATION COMMITTEE DISCUSSES, REVIEWS AND APPROVES ANY RECOMMENDATIONS PROVIDED BY SULLIVAN COTTER. THE FINAL RECOMMENDATION IS APPROVED BY THE BOARD DURING AN EXECUTIVE SESSION. FORM 990, PAGE 6, PART VI, LINE 15B SEE ANSWER TO 15A. FORM 990, PAGE 6, PART VI, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9 CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE 67,000 EQUITY IN LOSS OF SUBSIDIARY -119,616 POST RETIREMENT LIABILITY ADJUSTMENT -3,202 TOTAL -55,818 HOSPITAL MANAGEMENT SERVICES LLC 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 274654734 ADMIN PA 1370519 1339479 HAP HOSPITAL & HEALTHSYSTEM ASSOC OF PA HAP EDUCATION & RESEARCH SERVICES 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 251114897 EDUCATION PA 501C3 10 HAP true HAPAC - STATE POLITICAL ACTION COMMITTEE 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 232125904 LOBBYING PA 527 HAP true HAPAC - FEDERAL POLITICAL ACTION COMMITTEE 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 232199700 LOBBYING PA 527 HAP true HAPEVOLVE INC 30 NORTH THIRD STREET STE 600 HARRISBURG PA 17101 232443175 CONSULTING PA HAP C CORP 1186988 1009432 1.00000 true false false false false false false false false false false false true false true true true true true true HAPEVOLVE INC L 66218 COST HAPEVOLVE INC O 1122057 COST HAP EDUCATION AND RESEARCH SERVICES O 147582 COST HAPEVOLVE INC Q 61286 COST HAP EDUCATION AND RESEARCH SERVICES S 491200 ACTUAL CASH RECEIPTS