2021-08-27T13:37:42-05:00 2020-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON STREET BOSTON MA 02116 990 2019-10-01 834214573 NUVANCE HEALTH NUVA 8454759500 45 READE PLACE POUGHKEEPSIE NY 12601 STEVEN H ROSENBERG CFO AND TREASURER 8454759500 2021-08-27 1 MIKE A CINCOTTA P01595811 6172662000 2019 2022-09-23 18:48:47Z JOHN MURPHY MD 24 HOSPITAL AVE DANBURY CT 06810 0 0 X WWW.NUVANCEHEALTH.ORG X 2019 NY BECOME THE PARTNER-IN-HEALTH FOR THE PEOPLE THROUGHOUT THE CORE REGIONS OF WESTERN CONNECTICUT AND THE HUDSON VALLEY OF NEW YORK THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. 17 16 0 0 0 -3434 0 0 0 0 0 0 39155 0 39155 0 0 0 0 0 3471000 0 0 0 0 4161723 109070 7632723 109070 -7593568 -109070 0 218755 7593568 7921393 -7593568 -7702638 BECOME THE PARTNER-IN-HEALTH FOR THE PEOPLE THROUGHOUT THE CORE REGIONS OF WESTERN CONNECTICUT AND THE HUDSON VALLEY OF NEW YORK THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. 0 0 57894 0 0 TO IMPROVE THE HEALTH OF EVERY PERSON WE SERVE THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. AS THE PARENT ORGANIZATION, NUVANCE HEALTH (NH) PROVIDES DIRECTION, GIVES SUPPORT, SETS STANDARDS FOR ITS AFFILIATES AND SUBSIDIARIES, INSURES FINANCIAL SOUNDNESS, AND ESTABLISHES NEW PROGRAMS AND SERVICES CONSISTENT WITH THEIR MISSION. ALL TAX EXEMPT AFFILIATES SERVE INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOW THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY NH. 57894 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 1 1 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 1 1 1 CJ 0 0 0 0 0 0 0 0 0 0 X 17 16 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 0 0 0 NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X JOHN M MURPHY MD PRESIDENT/CEO 3.00 40.00 X X 0 2630052 4397460 ROBERT FRIEDBERG PRESIDENT (TO 12/11) 3.00 40.00 X X 0 2398033 150327 STEVEN H ROSENBERG CFO AND TREASURER 3.00 40.00 X 0 1529199 644898 MICHAEL HOLZHUETER SECRETARY (TO 12/11) 3.00 40.00 X 0 1322215 107232 KERRY EATON CHIEF OPERATING OFF (FROM 12/11) 3.00 40.00 X 0 1069411 73766 CAROLYN MCKENNA SECRETARY (START 01/01) 3.00 40.00 X 0 963570 53648 KATHERINE BACHER ASST TREASURER (TO 2/25) 3.00 40.00 X 0 866306 77904 CATHERINE FRIERSON CHIEF HUMAN RESOURCE OFFICER 3.00 40.00 X 0 864168 19108 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 3.00 40.00 X 0 602893 20473 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 3.00 40.00 X 0 491881 27152 GREGORY W RAKOW CHAIRMAN 3.00 0.00 X X 0 0 0 ANDREW WHITTINGHAM VICE CHAIRMAN 3.00 0.00 X X 0 0 0 J LUKE MCGUINNESS TRUSTEE (TO 09/28) 2.00 0.00 X 0 0 0 ROBERT R DYSON TRUSTEE 2.00 0.00 X 0 0 0 SAL CALTA TRUSTEE (FROM 04/24) 2.00 0.00 X 0 0 0 DAVID CYGANOWSKI TRUSTEE 2.00 0.00 X 0 0 0 JOSEPH DIVESTEA TRUSTEE 2.00 0.00 X 0 0 0 CARLA GUDE TRUSTEE 2.00 0.00 X 0 0 0 MARK GUDIS TRUSTEE 2.00 0.00 X 0 0 0 RICHARD JABARA TRUSTEE 2.00 0.00 X 0 0 0 STEVEN V LANT TRUSTEE 2.00 0.00 X 0 0 0 MARY MADDEN TRUSTEE 2.00 0.00 X 0 0 0 DANIEL MCCARTHY TRUSTEE 2.00 0.00 X 0 0 0 MICHAEL J NESHEIWAT MD TRUSTEE 2.00 0.00 X 0 0 0 ANNE ROBY TRUSTEE 2.00 0.00 X 0 0 0 S JAVED SHAHID MD TRUSTEE 2.00 0.00 X 0 0 0 ERVIN R SHAMES TRUSTEE 2.00 0.00 X 0 0 0 0 12737728 5571968 0 0 1 0 0 0 0 0 0 X 95609 50749 44860 3449 1831 1618 10012 5314 4698 109070 57894 51176 0 218755 0 218755 1628500 5965068 7921393 7593568 7921393 X -7593568 -7702638 -7593568 -7702638 0 218755 -109070 0 X 0 1 X 1 1 1 X X X 19 ALAMO AMBULANCE SERVICES INC 141745417 10 1 0 0 DANBURY & NEW MILFORD HOSP FOUND 237425557 7 1 0 0 DANBURY HOSPITAL 060646597 3 1 0 0 EASTERN NEW YORK MEDICAL SERVICES PC 455431389 10 1 0 0 HEALTH QUEST HOME CARE INC (CERT) 141788412 10 1 0 0 HEALTH QUEST HOME CARE INC (LIC) 141788410 10 1 0 0 HEALTH QUEST SYSTEMS INC 141678068 10 1 0 0 NDH FOUNDATION 141776208 7 1 0 0 NORTHERN DUTCHESS HOSPITAL 141338467 3 1 0 0 NORTHERN DUTCHESS RES HLTH FACILITY INC 223129608 10 1 0 0 NORWALK HOSPITAL FOUNDATION 222577707 7 1 0 0 PUTNAM HOSPITAL CENTER 146019179 3 1 0 0 THE NORWALK HOSPITAL ASSOCIATION 066068853 3 1 0 0 VASSAR BROTHERS HOSPITAL FOUNDATION 141736429 7 1 0 0 VASSAR BROTHERS MEDICAL CENTER 141338586 3 1 0 0 VASSAR HEALTH CONNECTICUT INC 815056290 3 1 0 0 WESTERN CONNECTICUT HOME CARE INC 060655138 10 1 0 0 WESTERN CT HEALTH NETWORK AFFILIATES INC 222594968 10 1 0 0 NUVANCE HEALTH MEDICAL PRACTICE CT INC 061137531 10 1 0 0 19 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 X 1 1 PART IV, SECTION A, LINE 1 THE CORPORATION WAS FORMED AS A RESULT OF THE AFFILIATION OF HEALTH QUEST SYSTEMS, INC. (HQ) AND WESTERN CONNECTICUT HEALTH NETWORK, INC. (WCHN) AND SERVES AS THE ULTIMATE PARENT OF THE COMBINED HOSPITAL SYSTEM. HQ OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING NEW YORK AND CONNECTICUT, AND HQ IS THE SOLE MEMBER OF FOUR LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES. WCHN OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING CONNECTICUT, AND WCHN IS THE SOLE MEMBER OF TWO LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES (ALL ENTITIES OF HQ AND WCHN ARE COLLECTIVELY REFERRED TO AS SYSTEM AFFILIATES). AS THE ULTIMATE PARENT OF THE HOSPITAL SYSTEM, THE CORPORATION IS DIRECTLY RESPONSIBLE FOR OVERSEEING CORE FINANCIAL AND OPERATIONAL FUNCTIONS FOR THE SYSTEM. A MAJORITY VOTE OF THE BOARD OF NUVANCE HEALTH IS REQUIRED FOR MANY ACTIONS OF NUVANCE HEALTH AS WELL AS THE VARIOUS SYSTEM AFFILIATES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: MATERIAL REVISIONS TO THE STRATEGIC PLAN; ADOPTION OR ANY MATERIAL REVISIONS TO THE CAPITAL AND OPERATING BUDGETS; CREATION OF ANY CORPORATION FOR WHICH ANY SYSTEM AFFILIATE IS THE SOLE OR CONTROLLING MEMBER/SHAREHOLDER; ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS; ADOPTION OR REVISION TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT FUNDS; ADOPTION OR AMENDMENT TO ANY QUALIFIED OR NONQUALIFIED BENEFIT PLANS; AND ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE. SUPER-MAJORITY VOTE OF THE NUVANCE BOARD IS REQUIRED FOR OTHER ACTIONS SUCH AS A CLOSURE OR SALE OF A HOSPITAL; ANY CESSATION OF ANY SERVICE LINE; ANY CHANGE IN TAX STATUS; ANY MERGER, CONSOLIDATION OR SIMILAR TRANSACTION; ANY AMENDMENTS TO ANY ORGANIZATIONAL DOCUMENTS OF ANY SYSTEM AFFILIATES; TERMINATION OR APPOINTMENT OF THE CEO; AND ELECTION OR REMOVAL OF ANY OFFICER OF ANY SYSTEM AFFILIATE WHO IS NOT AN EMPLOYEE OR CONTRACTOR. BY THE NUVANCE BOARD CARRYING OUT THE ABOVE DESCRIBED DUTIES AND THROUGH ATTENDANCE AT ITS REGULARLY SCHEDULED BOARD MEETINGS AS WELL AS VARIOUS BOARD COMMITTEE MEETINGS, NUVANCE HEALTH ENSURES THAT THE ACTIVITIES OF EACH SYSTEM AFFILIATE ARE FURTHERING THEIR INDIVIDUAL AND COLLECTIVE EXEMPT PURPOSES. PART IV, SECTION D, LINE 1 NUVANCE HEALTH IS A RECENTLY FORMED ENTITY AND HAS NOT YET FILED A FORM 990. NUVANCE WILL COMPLETE THE STEPS OF THE NOTIFICATION REQUIREMENT FOR TYPE III SUPPORTING ORGANIZATIONS SUBSEQUENT TO ITS INITIAL FILING. PART IV, SECTION E, LINE 3A PER BYLAWS 2.8 MANNER OF ACTING (A) ACTIONS REQUIRING THE MAJORITY VOTE. THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD (A "MAJORITY VOTE"), UNLESS THE PRESENCE OF OR ACT OF A GREATER NUMBER IS SPECIFICALLY REQUIRED BY THESE BYLAWS, THE CORPORATION'S CERTIFICATE OF INCORPORATION, OR THE ACT. WITHOUT LIMITING THE FOREGOING, THE FOLLOWING ACTIONS SHALL REQUIRE A MAJORITY VOTE OF THE BOARD: (XI) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING: (A) INDEMNIFICATION OF TRUSTEES AND OFFICERS OF THE CORPORATION OR ANY SYSTEM AFFILIATE; (B) CONFLICTS OR DUALITIES OF INTEREST; AND (C) SUCH OTHER POLICIES AS THE BOARD MAY FROM TIME TO TIME DETERMINE. (XIV) ELECTION OR REMOVAL OF AN OFFICER OF THE CORPORATION OR ANY SYSTEM AFFILIATE WHO IS NOT AN EMPLOYEE OR CONTRACTOR OF THE CORPORATION OR SUCH SYSTEM AFFILATE. PART IV, SECTION E, LINE 3B PER BYLAWS 2.8 MANNER OF ACTING (A) ACTIONS REQUIRING THE MAJORITY VOTE. THE ACT OF A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF THE BOARD (A "MAJORITY VOTE"), UNLESS THE PRESENCE OF OR ACT OF A GREATER NUMBER IS SPECIFICALLY REQUIRED BY THESE BYLAWS, THE CORPORATION'S CERTIFICATE OF INCORPORATION, OR THE ACT. WITHOUT LIMITING THE FOREGOING, THE FOLLOWING ACTIONS SHALL REQUIRE A MAJORITY VOTE OF THE BOARD: (X) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE, INCLUDING BUT NOT LIMITED TO CONTROL, SUPERVISION AND RESOLUTION OF ANY MATTERS INVOLVING LITIGATION, PRE LITIGATION DISPUTES AND COMPLIANCE INVESTIGATIONS OR PROCEEDINGS ON BEHALF OF THE CORPORATION OR ANY SYSTEM AFFILIATE. 0 DUE TO RELATED PARTIES 7921393 7921393 X PART X, LINE 2: AS OF SEPTEMBER 30, 2020, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. CENTRAL AMERICA AND THE CARIBBEAN 1 1 REVENUE MALPRACTICE INS. 35199945 CENTRAL AMERICA AND THE CARIBBEAN 1 1 INVESTMENT MALPRACTICE INS. 11335960 CENTRAL AMERICA AND THE CARIBBEAN 1 1 OPERATING EXPENSES MALPRACTICE INS. 30956738 3 3 0 0 3 3 77492643 0 77492643 1 0 1 0 0 0 PART III ACCOUNTING METHOD: PART I - ADDITIONAL SUPPLEMENTAL INFORMATION ALL INFORMATION FOR PART I, LINE 3, COLUMN (F) IS ACCOUNTED FOR ON THE AUDITED FINANCIAL STATEMENTS ON THE ACCRUAL BASIS. 0 1 0 0 0 0 1 0 0 JOHN M MURPHY MD PRESIDENT/CEO 0 1492100 0 1133596 0 4356 0 4366519 0 30941 0 7027512 0 0 ROBERT FRIEDBERG PRESIDENT (TO 12/11) 0 1191104 0 1185317 0 21612 0 108647 0 41680 0 2548360 0 0 STEVEN H ROSENBERG CFO AND TREASURER 0 653858 0 532200 0 343141 0 605000 0 39898 0 2174097 0 311957 MICHAEL HOLZHUETER SECRETARY (TO 12/11) 0 644775 0 650552 0 26888 0 67893 0 39339 0 1429447 0 0 KERRY EATON CHIEF OPERATING OFF (FROM 12/11) 0 651644 0 291322 0 126445 0 72427 0 1339 0 1143177 0 0 CAROLYN MCKENNA SECRETARY (START 01/01) 0 467018 0 489986 0 6566 0 13750 0 39898 0 1017218 0 0 KATHERINE BACHER ASST TREASURER (TO 2/25) 0 559300 0 206882 0 100124 0 73780 0 4124 0 944210 0 0 CATHERINE FRIERSON CHIEF HUMAN RESOURCE OFFICER 0 433583 0 427792 0 2793 0 13750 0 5358 0 883276 0 0 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 0 348637 0 226500 0 27756 0 16500 0 3973 0 623366 0 0 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 0 301969 0 185000 0 4912 0 13226 0 13926 0 519033 0 0 SCHEDULE J, PART I, LINE 3 ADDITIONAL INFORMATION THE ORGANIZATION RELIED ON THE FOLLOWING METHODS DESCRIBED BELOW TO ESTABLISH TOP MANAGEMENT'S COMPENSATION: -INDEPENDENT COMPENSATION CONSULTANT -WRITTEN EMPLOYMENT CONTRACT FOR PHYSICIAN EXECUTIVES -COMPENSATION SURVEY OR STUDY -APPROVAL BY BOARD COMPENSATION COMMITTEE -COMPENSATION COMMITTEE SCHEDULE J, PART I, LINE 4B WESTERN CONNECTICUT HEALTH NETWORK (WCHN) PREVIOUSLY ESTABLISHED A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP), WHICH PROVIDES SUPPLEMENTAL RETIREMENT BENEFITS TO KEY MEMBERS OF THE EXECUTIVE GROUP. UNDER THE AGREEMENTS FOR THE SERP, AMOUNTS PROMISED TO ELIGIBLE EXECUTIVES ARE BASED ON TARGETED RETIREMENT BENEFITS AND THE PAYMENT OF BENEFITS IS SUBJECT TO VESTING. THE BENEFITS AT THE VESTED AGE ARE PROVIDED IN THE FORM OF AN ACTUARIAL EQUIVALENT LUMP SUM PLUS A TAX GROSS-UP AMOUNT TO THE PARTICIPANTS. WCHN MAINTAINS AN ACCRUAL ON ITS BOOKS FOR THE PARTICIPANTS OF THE SERP. THE ACCRUALS ARE MAINTAINED SOLELY FOR ACCOUNTING PURPOSES AND ARE UNFUNDED. JOHN M. MURPHY, MD, AND STEVEN H. ROSENBERG PARTICIPATED IN THE SERP AND ACCRUED ANY BENEFITS AS OF SEPTEMBER 30, 2020. FOR CALENDAR YEAR 2019, STEVEN H. ROSENBERG RECEIVED A PAYOUT OF $311,957, WHICH IS REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990, FOR THE CURRENT YEAR. ROBERT FRIEDBERG, KERRY EATON, MICHAEL HOLZHEUTER AND KATHERINE BACHER PARTICIPATE IN A SERP PLAN WITH HEALTH QUEST SYSTEMS, INC. (HEALTH QUEST), A RELATED ORGANIZATION. HEALTH QUEST MADE THE FOLLOWING CONTRIBUTIONS TO THE PARTICIPANTS, WHICH ARE REPORTED ON SCHEDULE J, PART II: ROBERT FRIEDBERG - $91,847 KERRY EATON - $65,467 MICHAEL HOLZHEUTER - $51,093 KATHERINE BACHER - $56,980 PART I, LINE 6 COMPENSATION CONTINGENT ON NET EARNINGS OR RELATED ORGANIZATION NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THIS PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR: -TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE -TIER II, EXECUTIVE -TIER III, SENIOR LEADER (A) -TIER III, SENIOR LEADER (B) -TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"),IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX-OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. A STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 060806186 20775DCU4 2019-08-28 389588167 ACQUIRE AND RENOVATE FACILITIES 0 0 0 B DUTCHESS COUNTY LOCAL DEVELOPMENT CORPORATION 273106797 267045MK5 2019-08-28 115040480 ACQUIRE AND RENOVATE FACILITIES 0 0 0 A 8040000 390111835 2693283 338894842 48523710 0 0 0 1 B 3780000 115306097 1135983 114155057 15057 2021 0 0 0 1 A 0 1 1 1 0 0.00190 0.00060 0.00250 0 0 1 B 0 1 1 1 0 0.00950 0.00000 0.00950 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 A 0 B 0 PART II, LINE 3 THE TOTAL PROCEEDS DO NOT AGREE TO THE ISSUE PRICE IN PART I, COLUMN (E) DUE TO INVESTMENT EARNINGS / MARKET VALUE FLUCTUATIONS. FORM 990, PART VI, SECTION A, LINE 2 RICHARD G. JABARA AND ERVIN R. SHAMES HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE ORGANIZATION AND A DRAFT FORM 990 IS REVIEWED BY INTERNAL MANAGEMENT. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE BOARD MEMBERS TO REVIEW PRIOR TO FILING. THE FORM 990 IS THEN SIGNED AND FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. FORM 990, PART VI, SECTION B, LINE 14: THE ORGANIZATION FOLLOWS A POLICY THAT HAS BEEN REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE ORGANIZATION, BUT NOT THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION OF CEO: NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. IN ORDER TO ACHIEVE ITS MISSION AND ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH EMPLOYS A PERFORMANCE-BASED TOTAL COMPENSATION PROGRAM THAT IS MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES, AND REPRESENTATIVE OF BEST PRACTICES. TO MEET NUVANCE HEALTH'S TOTAL COMPENSATION OBJECTIVES, THE FOLLOWING SURVEY SOURCES ARE USED FOR COMPARISON PURPOSES: - BLEND OF NATIONAL CONFIDENTIAL SOURCE, INTEGRATED HEALTH STRATEGIES (IHS), MERCER, SULLIVAN COTTER, PLUS 18% GEOGRAPHICAL DIFFERENTIAL. TITLE MATCH DATA CUTS SELECTED BASED ON REVENUE SIZE. NUVANCE HEALTH TARGETS CASH COMPENSATION AT MARKET COMPETITIVE LEVELS. BASE SALARY PLUS SHORT-TERM (ANNUAL) INCENTIVE AWARDS (TOTAL CASH) AT 62.5 PERCENTILE FOR TOTAL CASH COMPENSATION. PERFORMANCE IS EXPECTED TO MEET OR EXCEED PREDETERMINED OPERATIONAL AND FINANCIAL METRICS. OTHER FACTORS, SUCH AS COMPETITIVE MARKET FORCES, JOB PERFORMANCE, UNIQUE QUALIFICATIONS, AND/OR INDIVIDUAL JOB RESPONSIBILITIES ARE ALSO CONSIDERED IN NUVANCE HEALTH'S COMPENSATION DECISIONS. ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF NUVANCE HEALTH: PROCESS: - THE EXECUTIVE COMPENSATION COMMITTEE WITH THE NUVANCE HEALTH PRESIDENT & CEO AND THE CHIEF OF HUMAN RESOURCES SELECTS THE OUTSIDE COMPENSATION CONSULTANTS. THE CURRENT CONSULTANT IS WILLIS TOWERS WATSON, WHOSE PURPOSE IS TO PROVIDE A VALID INDEPENDENT ASSESSMENT OF THE RELEVANT MARKET RATES AND PAY PRACTICES. - THE EXECUTIVE COMPENSATION COMMITEE DETERMINES THE EXECUTIVES' SALARY BASED ON OVERALL PERFORMANCE AND MARKET DATA SUPPLIED BY THE OUTSIDE MARKET CONSULTANT. LAST ASSESSEMENT WAS DONE IN THE FALL 2020. COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, ADDITIONAL INFORMATION: ROBERT FRIEDBERG WAS A DIRECTOR UNTIL DECEMBER 11, 2019. J. LUKE MCGUINNESS WAS A DIRECTOR UNTIL SEPTEMBER 28, 2020. SAL CALTA BECAME A DIRECTOR ON APRIL 24, 2020. MICHAEL HOLZHUETER WAS THE SECRETARY UNTIL DECEMBER 11, 2019. KATHERINE BACHER WAS ASSISTANT TREASURER UNTIL FEBRUARY 25, 2020. CAROLYN MCKENNA, WHO WAS PREVIOUSLY THE ASSISTANT SECRETARY BECAME THE SECRETARY ON JANUARY 1, 2020. KERRY EATON BECAME A KEY EMPLOYEE ON DECEMBER 11, 2019. FOR THOSE OFFICERS AND KEY EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART IX, LINE 11G PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 50,749. MANAGEMENT AND GENERAL EXPENSES 44,860. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 95,609. 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