2021-11-15T16:35:49-06:00 2020-12-31 ERNST & YOUNG US LLP 101 E WASHINGTON ST STE 910 PHOENIX AZ 85004 990 2020-01-01 463757358 Banner-University Care Advantage % DAVID BIXBY BANN 6027474000 2901 N CENTRAL AVE Suite 160 PHOENIX AZ 85012 Charles Lehn TREASURER 6027474000 2021-11-15 true Charles Lehn 999009999 PATRICK SHIELDS P01508556 6023223000 2 2020 2022-09-23 18:48:47Z JAMES STRINGHAM 2901 N CENTRAL AVE SUITE 16 PHOENIX AZ 85012 311923714 false X www.banneruca.com X 2013 AZ COORDINATE THE DELIVERY OF HEALTH CARE TO CERTAIN ENROLLEES WHO QUALIFY AS PART OF A SPECIAL NEEDS POPULATION, WHO ARE DUALLY ELIGIBLE FOR BOTH MEDICARE AND MEDICAID BENEFITS. 6 1 0 0 0 0 0 0 282232689 311662600 1543990 261114 0 0 283776679 311923714 0 0 0 0 5937282 11213973 0 0 0 269415128 293405625 275352410 304619598 8424269 7304116 111462125 93606142 90696121 65536022 20766004 28070120 X COORDINATE THE DELIVERY OF HEALTH CARE TO CERTAIN ENROLLEES WHO QUALIFY AS PART OF A SPECIAL NEEDS POPULATION, WHO ARE DUALLY ELIGIBLE FOR BOTH MEDICARE AND MEDICAID BENEFITS. false false 272538100 0 311662600 See schedule O. 272538100 true false false false false false false false false false true false false false true true true 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 X 1710 0 true 0 false false false false false false false false false false false false X 6 1 false false false false true true true true true false false false true true true true true false false false X DAVID BIXBY 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 X Dennis Laraway CHAIRMAN/DIRECTOR 8.0 48.0 X X 0 2071352 1100686 Larry Goldberg DIRECTOR 4.0 44.0 X 0 1485016 471296 Charles Lehn DIRECTOR/TREASURER 8.0 40.0 X X 0 1198205 263342 Jean Lance SECRETARY 4.0 44.0 X 0 538996 149563 Donna Sickler TREASURER/VP FINANCE 8.0 40.0 X 0 539219 126983 Gordan Carr MD DIRECTOR (thru 01/20) 4.0 44.0 X 0 613800 16460 James Stringham VICE PRESIDENT/CEO/DIRECTOR 20.0 20.0 X X 0 471686 101193 Joshua Lee DIRECTOR 4.0 44.0 X 0 494381 15183 Mary Consie FORMER CAO 0.0 40.0 X 0 373315 26141 Kathleen Oestreich VP/CEO/DIRECTOR (thru 01/20) 0.0 40.0 X X 0 355733 5307 Janice Dinner FORMER Secretary 4.0 36.0 X 0 345322 12341 Kristina Corlette Former Secretary 0.0 40.0 X 0 298261 22224 Theresa Dorazio Compliance Director 5.0 35.0 X 0 191440 18825 Tammy Magallanes FORMER CFO/Treasurer 5.0 35.0 X 0 189657 24 Suzie Huhn Director 4.0 4.0 X 0 0 0 0 9166383 2329568 0 true true false NONE 0 0 CAPITATION AND CONTRACT REVENUE 524114 311662600 311662600 311662600 261114 261114 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 311923714 311662600 261114 0 0 0 0 0 0 11071007 11071007 25317 25317 65500 65500 52149 52149 0 0 0 0 0 0 815629 815629 224852 224852 447601 447601 155774 155774 0 51841 51841 175 175 0 0 88682 88682 0 217241 217241 99091 99091 MEDICAL CLAIM EXPENSE 272538647 272538100 547 0 CORPORATE ALLOCATION 8891344 8891344 PHARMACY ADMINISTRATION 2455135 2455135 COLLECTION FEES 262509 262509 7157104 7157104 304619598 272538100 32081498 0 97383283 83844454 0 0 0 0 13620933 9605393 0 0 0 0 0 0 0 0 431134 156295 0 0 26775 0 0 0 0 0 0 0 0 0 0 0 111462125 93606142 5181607 982006 0 0 0 0 0 0 0 0 0 0 0 0 0 0 85514514 64554016 90696121 65536022 X 20766004 28070120 0 0 20766004 28070120 111462125 93606142 7304116 X false true X true false X 0 0 0 0 0 0 86512561 110189650 188053709 282232689 311662600 978651209 0 0 0 86512561 110189650 188053709 282232689 311662600 978651209 0 0 0 978651209 553980 1543990 261114 2359084 0 553980 1543990 261114 2359084 0 0 86512561 110189650 188607689 283776679 311923714 981010293 0.99760 0.99703 0.00241 0.00297 X 0 DUE TO AFFILIATES 27056289 MEDICAL CLAIM PAYABLE 33492324 DUE TO CTRS FOR MEDICARE & MEDICAID 919024 OTHER LIABILITIES 3086379 64554016 X 311923714 311923714 311923714 304619598 304619598 304619598 SCHEDULE D, PART X, LINE 2 BANNER-UNIVERSITY CARE ADVANTAGE (BUCA) IS A NONPROFIT CORPORATION EXEMPT FROM INCOME TAXES UNDER INTERNAL REVENUE SERVICE CODE SECTION 501(C)(3). BUCA HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BUCA'S 2017 THROUGH 2020 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2016 THROUGH 2020 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BUCA OPERATES. true true false false false false false true false Kathleen Oestreich VP/CEO/DIRECTOR (thru 01/20) 0 52705 0 302411 0 617 0 1763 0 3544 0 361040 0 0 Charles Lehn DIRECTOR/TREASURER 0 492146 0 633007 0 73052 0 236396 0 26946 0 1461547 0 238726 Gordan Carr MD DIRECTOR (thru 01/20) 0 416447 0 177419 0 19934 0 7467 0 8993 0 630260 0 0 Larry Goldberg DIRECTOR 0 772842 0 688938 0 23236 0 456385 0 14911 0 1956312 0 60597 Janice Dinner FORMER Secretary 0 115003 0 64952 0 165367 0 4721 0 7620 0 357663 0 0 Tammy Magallanes FORMER CFO/Treasurer 0 0 0 55824 0 133833 0 0 0 24 0 189681 0 0 Jean Lance SECRETARY 0 344846 0 173097 0 21053 0 119140 0 30423 0 688559 0 24306 Theresa Dorazio Compliance Director 0 166075 0 24447 0 918 0 6219 0 12606 0 210265 0 0 Mary Consie FORMER CAO 0 248366 0 123372 0 1577 0 10092 0 16049 0 399456 0 949 Kristina Corlette Former Secretary 0 211333 0 68255 0 18673 0 8033 0 14191 0 320485 0 0 Dennis Laraway CHAIRMAN/DIRECTOR 0 869044 0 1178517 0 23791 0 1079169 0 21517 0 3172038 0 557813 Donna Sickler TREASURER/VP FINANCE 0 420959 0 107833 0 10427 0 101807 0 25176 0 666202 0 14757 James Stringham VICE PRESIDENT/CEO/DIRECTOR 0 371094 0 100005 0 587 0 75001 0 26192 0 572879 0 0 Joshua Lee DIRECTOR 0 452405 0 40893 0 1083 0 0 0 15183 0 509564 0 0 SCHEDULE J, PART I, LINE 3 THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. SCHEDULE J, PART I, LINE 4A THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAY DURING 2020 (INCLUDED IN SCH J, PART II, COLUMN (B)(III)): JANICE DINNER $129,102 TAMMY MAGALLANES $133,833 SCHEDULE J, PART I, LINE 4B THE EXECUTIVE 457(F) PLAN OF BANNER HEALTH COVERS SOME OF THE OFFICERS AND DIRECTORS LISTED ON FORM 990, PART VII, SECTION A, LINE 1A. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE) - EARLIER OF AGE 62, 5 YEARS FROM DATE OF DEPOSIT OR RULE OF 80. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). NAME 457(F) PAYOUT EMPLOYER 457(F) DEPOSIT MARY CONSIE $0 $1,880 LARRY GOLDBERG $0 $104,221 JEAN LANCE $0 $19,334 DENNIS LARAWAY $0 $115,025 CHARLES LEHN $51,230 $0 DONNA SICKLER $0 $2,708 SCHEDULE J, PART I, LINE 7 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2017-2019, 2018-2020, 2019-2021, AND 2020-2022. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: BANNER HEALTH NETWORK COST PER CASE, ELECTRONIC HEALTH RECORD IMPLEMENTATION, COVERED LIVES (POPULATION HEALTH MANAGEMENT) AND HIRING PHYSICIANS. AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND OPPORTUNITY VARIES BY POSITION LEVEL. THE PLAN REQUIRES A THRESHOLD LEVEL OF FINANCIAL PERFORMANCE BEFORE ANY AWARDS CAN BE MADE, AND THE AMOUNT OF THE AWARDS VARIES WITH THE DEGREE OF ACHIEVEMENT OF THE TARGETS. THE MAXIMUM LTIP PAYOUT OPPORTUNITY RANGES FROM 30% TO 255% OF THE BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BANNER HEALTH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BANNER HEALTH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B) (II). AMOUNTS PAID FOR 2020 FOR THE 2017-2019 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2020 FOR THE 2018-2020, 2019-2021 AND 2020-2022 CYCLES (TO BE PAID OUT IN 2021, 2022 AND 2023 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. NAME LTIP ACCRUAL LTIP PAY OUT LARRY GOLDBERG $340,764 $0 JEAN LANCE $91,098 $24,306 DENNIS LARAWAY $952,744 $557,813 CHARLES LEHN $224,996 $187,496 KATHLEEN OSTREICH $0 $91,667 DONNA SICKLER $98,158 $14,757 JAMES STRINGHAM $75,001 $0 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF SEVERAL FINANCIAL AND NON-FINANCIAL/CLINICAL QUALITY METRICS THAT ARE ESTABLISHED ANNUALLY BY THE BANNER HEALTH BOARD OF DIRECTORS. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 7% TO 110% OF BASE SALARY. IN 2018, THERE WERE 1,053 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2018 FOR THE 2018 MIP, AND PAYOUTS ON THE 2018 MIP WERE PAID IN 2018. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COL (B)(II). 1,053 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2018 FOR THE 2018 MIP, AND PAYOUTS ON THE 2018 MIP WERE PAID IN 2018. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COL (B)(II). 3. THE FOLLOWING INDIVIDUAL RECEIVED SPECIAL INCENTIVE PAY DURING 2020 (INCLUDED IN SCH J, PART II, COLUMN (B)(II)): LARRY GOLDBERG $103,542 FORM 990, PART III, LINE 4A BANNER-UNIVERSITY ("CARE ADVANTAGE") HOLDS A CONTRACT WITH THE CENTERS FOR MEDICARE & MEDICAID SERVICES FOR THE OPERATION OF A MEDICARE ADVANTAGE PRESCRIPTION DRUG HEALTH PLAN. THE PLAN IS A QUALIFIED PLAN UNDER MEDICARE TO PROVIDE COVERAGE TO CERTAIN ENROLLEES WHO QUALIFY AS PART OF A SPECIAL NEEDS POPULATION, WHO ARE DUALLY ELIGIBLE FOR BOTH MEDICARE AND MEDICAID BENEFITS. CARE ADVANTAGE PROMOTES THE HEALTH OF THE COMMUNITY BY ENGAGING THE FOLLOWING: (1) THE PROVISION OF EDUCATION PROGRAMS REGARDING THE BENEFITS PROVIDED BY CARE ADVANTAGE TO ENROLLEES; (2) COUNSELING AND THE PROVISION OF ASSISTANCE TO ENROLLEES MAKING THE TRANSITION TO A NETWORK-BASED MANAGED CARE PLAN; (3) THE PROVISION OF PREVENTATIVE HEALTHCARE PROGRAMS FOR CARE ADVANTAGE ENROLLEES; (4) THE COORDINATION OF HEALTHCARE SERVICES AMONG PROVIDERS IN THE CARE ADVANTAGE PROVIDER NETWORK; AND (5) THE FACILITATION OF ACCESS TO THE CARE ADVANTAGE PROVIDER NETWORK. CARE ADVANTAGE HAS WORKED DILIGENTLY TO DEVELOP AND MAINTAIN A COMPREHENSIVE PROVIDER NETWORK WHICH PROVIDES A FOUNDATION THAT SUPPORTS BOTH INDIVIDUAL MEMBER NEEDS AS WELL AS CARE ADVANTAGE'S MEMBERSHIP IN ITS 10 COUNTY SERVICE AREAS. CARE ADVANTAGE CONTINUALLY STRIVES TO HAVE A HIGH QUALITY CONTRACTED PROVIDER NETWORK THAT EXCEEDS ACCESSIBILITY REQUIREMENTS ISSUED BY REGULATORY AUTHORITIES, IS SERVICE FOCUSED, AND CULTURALLY DIVERSE IN ORDER TO MEET MEMBER NEEDS, BOTH IMMEDIATE AS WELL AS LONG RANGE. CARE ADVANTAGE MAINTAINS A FULLY STAFFED SERVICE CENTER THAT MEMBERS CAN ACCESS IN ORDER TO OBTAIN GUIDANCE ON ACCESSING NEEDED CARE. THE SERVICE CENTER CAN BE ACCESSED AT 877-874-3930. CARE ADVANTAGE CONTRACTS WITH BANNER HEALTH (BH) FOR BH TO PROVIDE PRIMARY HEALTH CARE SERVICES TO CARE ADVANTAGE'S ENROLLEES. BH PROVIDES ALMOST ALL OF THESE SERVICES AT ITS CLINICS THROUGH ITS EMPLOYED HEALTH CARE PROVIDERS. CARE ADVANTAGE ALSO CONTRACTS WITH INDEPENDENT PHYSICIANS ENGAGED IN THE PRIVATE PRACTICE OF MEDICINE TO PROVIDE PRIMARY AND SPECIALTY HEALTH CARE SERVICES TO CARE ADVANTAGE'S ENROLLEES AT THE PHYSICIANS' OWN FACILITIES ON A NON-EXCLUSIVE BASIS. IN ADDITION, CARE ADVANTAGE HAS NEGOTIATED WITH SEVERAL UNRELATED HOSPITALS TO PROVIDE INPATIENT AND OUTPATIENT HOSPITAL SERVICES TO CARE ADVANTAGE'S ENROLLEES. CARE ADVANTAGE ENSURES THAT ENROLLED BENEFICIARIES ARE ADEQUATELY INFORMED ABOUT THEIR HEALTH CARE BENEFITS, PROVIDING COUNSELING AND ASSISTANCE IN MAKING THE TRANSITION TO MANAGED CARE. CARE ADVANTAGE EDUCATES BENEFICIARIES REGARDING ACCESS TO HEALTH CARE, PROVIDING DIRECTION AS TO THE APPROPRIATE UTILIZATION OF HEALTH CARE FACILITIES AND ENCOURAGING THE USE OF PREVENTIVE HEALTH CARE MEASURES. CARE ADVANTAGE ALSO ENSURES THAT ENROLLED MEDICAID BENEFICIARIES OBTAIN APPROPRIATE HEALTH CARE BY ENSURING THAT PROVIDERS ARE AVAILABLE AND THAT SERVICES WILL BE PROVIDED IN A COORDINATED MANNER. FORM 990, PART V, LINE 2A; PART VII, SECTION A, AND PART IX BANNER-UNIVERSITY CARE ADVANTAGE DOES NOT HAVE EMPLOYEES, BUT SHARES THE COST OF PERSONNEL, SERVICES, AND EXPENSES WITH BANNER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. FORM 990, PART VI, LINE 6 BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, IS THE SOLE MEMBER. FORM 990, PART VI, LINE 7A THE SOLE MEMBER ELECTS THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B THE SOLE MEMBER RESERVES THE AUTHORITY TO APPROVE DECISIONS REGARDING THE FOLLOWING MATTERS: STRATEGIC PLAN, OPERATING AND CAPITAL BUDGETS, INSURANCE AND RISK MANAGEMENT, STAFFING, COMPENSATION, BENEFIT PLANS, AND ANY OTHER MATERIAL ACTION TAKEN OUTSIDE OF THE NORMAL COURSE OF BUSINESS. FORM 990, PART VI, LINE 11B THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT AND CERTAIN BANNER-UNIVERSITY CARE ADVANTAGE OFFICERS. A MEETING IS HELD WITH THE TAX PREPARER AND A LINE-BY-LINE REVIEW IS DONE PRIOR TO THE FILING OF THE RETURN. THE FORM 990 WILL BE MADE AVAILABLE TO THE GOVERNING BODY AT THE NEXT REGULARLY SCHEDULED BOARD MEETING AFTER FILING. FORM 990, PART VI, LINE 12C BANNER-UNIVERSITY CARE ADVANTAGE HAS ADOPTED THE BANNER HEALTH CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL AUDIT DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL AUDIT DEPARTMENT PREPARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO BANNER HEALTH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. FORM 990, PART VI, LINES 15A & 15B BANNER-UNIVERSITY CARE ADVANTAGE ("UCA") UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO UCA UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE PRESIDENT AND CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF UCA - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES - ACTS FOR THE BOARD IN THE ENGAGEMENT AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO THE PRESIDENT AND CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES THE PRESIDENT AND CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE PRESIDENT AND CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION - REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. AS STATED, THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. IN 2011, THE COMMITTEE ENGAGED A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE PRESIDENT AND CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE PERIODICALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: - INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND, BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958 - CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR UCA CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE - DETAILS THE AMOUNTS PAID BY UCA TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE PRESIDENT AND CEO, AND RECOMMENDS ADJUSTMENTS TO HER BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE PRESIDENT AND CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE PRESIDENT AND CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HER, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER COMPENSATION AND BENEFITS DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND PERIODICALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE PRESIDENT AND CEO BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE COMPENSATION AND BENEFITS DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE PRESIDENT AND CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF THE PRESIDENT AND CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2020. FORM 990, PART VI, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. 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Provider CO NA C Corp true false false false false false false false false false false false false true true true true false true false SCHEDULE R, PART III PARTNERS IN INTEGRATED HEALTH, LLC EIN: 61-1700965 ADDRESS: 2901 N. CENTRAL AVENUE, SUITE 160, PHOENIX, AZ 85012 BHSM REHABILITATION, LLC EIN: 82-3481322 ADDRESS: 2901 N. CENTRAL AVENUE, SUITE 160, PHOENIX, AZ 85012 BANNER ATLAS JV, LLC EIN: 83-1276122 ADDRESS: 10554 EAST MORNING STAR DRIVE, SCOTTSDALE, AZ 85255