2025-08-15T16:21:59-04:00 2024-09-30 550657218 HESS STEWART & CAMPBELL PLLC 940 4TH AVE STE 250 HUNTINGTON WV 257011455 990 2024-07-01 550564945 UNIVERSITY PHYSICIANS & SURGEONS INC UNIV 3046911650 1001 TENTH AVENUE HUNTINGTON WV 25701 JOHN M STRAUB CFO 3046911650 2025-08-13 true true CHARLES M MORRIS CPA P01354970 3045236464 2025-08-15 2024 2025-03-06 01:10:19Z MARSHALL HEALTH BETH HAMMERS 1001 TENTH AVENUE HUNTINGTON WV 25701 68461309 false X WWW.MARSHALLHEALTH.ORG/ X 1976 WV UNIVERSITY PHYSICIANS & SURGEONS, INC. IS A NOT-FOR-PROFIT ORGANIZATION INCORPORATED IN THE STATE OF WEST VIRGINIA. THE MEMBERSHIP OF THE ORGANIZATION CONSISTS OF PHYSICIANS WHO ARE FACULTY MEMBERS OF THE MARSHALL UNIVERSITY SCHOOL OF MEDICINE (MUSOM). REVENUES OF THE ORGANIZATION ARE USED FOR THE PUBLIC PURPOSE OF FURTHERING THE GOALS AND OBJECTIVES OF THE MUSOM AND ARE DERIVED PRINCIPALLY FROM BILLINGS FOR MEDICAL SERVICES FURNISHED BY THE ORGANIZATION'S MEMBERSHIP WITHIN THE SCOPE OF THEIR DUTIES AS FACULTY OF THE MUSOM. 11 0 2265 0 1121725 165393 247629789 65679542 2584583 649224 9403887 336826 260739984 66830985 162560 822976 0 209771098 56628426 0 0 40112286 9638182 250045944 67089584 10694040 -258599 173806802 164508971 98244353 87590414 75562449 76918557 TO SUPPORT THE CLINICAL, EDUCATIONAL, RESEARCH AND SERVICES MISSIONS OF THE JOAN C. EDWARDS SCHOOL OF MEDICINE IN ORDER TO BUILD A HEALTHIER TOMORROW. false false 62925036 822976 65679542 THE CORPORATION SUPPORTED THE FACULTY PHYSICIANS OF THE SCHOOL OF MEDICINE IN THEIR PROVISION OF MEDICAL SERVICES WITH APPROXIMATELY 135,000 PATIENT ENCOUNTERS. 62925036 true true false false false false false false true true true false false true true true false true false false false false false false false false false true false true true false false false false false true false false true true false false false false false true false false false true 172 0 2265 true false false false false false false false false X 11 0 false true false false false true true true true false false true true true true true true true true true true WV X X THE ORGANIZATION 3046911650 1001 TENTH AVE HUNTINGTON WV 25701 VISHAL VERMA PHYSICIAN 60.00 X 1494732 25000 403767 NICOLAS PHAN PHYSICIAN 60.00 X 1674337 108000 26280 SAJEEL KHAN PHYSICIAN 60.00 X 1457386 25000 21300 WESAM FRANDAH PHYSICIAN 60.00 X 1387833 26250 21375 CHAD LAVENDER PHYSICIAN 60.00 X 1319827 25000 69377 ALI OLIASHIRAZI DIRECTOR 60.00 X 899250 351704 39600 KEVIN W YINGLING PRESIDENT & 40.00 X 0 865245 168499 DAVID M WARD SENIOR VP & 40.00 X 0 928179 34973 STEVEN LOCHOW DIRECTOR 50.00 X 0 833608 9900 MEHIAR EL-HAMDANI DIRECTOR 60.00 X 515542 257790 35267 DANA LYCANS FORMER DIREC 50.00 X 747367 25000 21300 LARRY DIAL CHAIR 50.00 X X 0 544214 19800 HOYT J BURDICK VP CMO 40.00 X 0 508206 43433 ANTHONY ALBERICO FORMER DIREC 60.00 X 442754 67504 20499 LISA C STUMP SYSTEM VP & 40.00 X 0 488887 39199 DAVID JUDE FORMER DIREC 50.00 X 359527 100000 25800 DEWAYNE TACKETT DIRECTOR 60.00 X 0 469728 9900 PAUL E SMITH CHIEF ADMIN 40.00 X 0 433194 45194 STEPHEN PETRANY DIRECTOR 40.00 X 181736 262264 23700 ROBERT TAYENGCO DIRECTOR 50.00 X 0 450530 14994 PAULETTE WEHNER FORMER SEC/T 40.00 X 179496 220504 24000 HADASSAH FRYE DIRECTOR 50.00 X 0 412374 9900 MARK A MORGAN VP PHYS SERV 40.00 X 0 358442 55127 SUSAN T ROBINSON CHIEF HR OFF 40.00 X 0 356742 55127 REGINA M CAMPBELL CHIEF NURSIN 40.00 X 0 341453 68176 MELISSA E LEASURE SYSTEM VP & 40.00 X 0 351722 55127 BETH HAMMERS CEAO 50.00 X 350000 0 19800 EDUARDO PINO SYSTEM CMIO 40.00 X 0 312399 37959 JAMES BECKER FORMER DIREC 40.00 X 235000 83055 18483 SUSAN FLESHER DIRECTOR 50.00 X 259202 56875 18965 BOBBY MILLER FORMER CHAIR 40.00 X 0 306503 18390 AARON C BLEVINS CHIEF PHARMA 40.00 X 0 259489 60316 FAREED AZIZ VP REVENUE C 40.00 X 0 260477 52745 DAVID GOZAL VICE-CHAIRMA 50.00 X X 150568 144231 17308 BRADLEY BURCK VP CORP FND 40.00 X 0 263077 46408 JOSEPH EVANS FORMER VICE- 50.00 X 226956 53255 16548 JOHN M STRAUB CFO 45.00 X 250000 0 15000 SHANNON BROWNING CMIO 40.00 X 148180 100000 13500 JOHN K FIFE VP SUPPLY CH 40.00 X 0 181458 43961 NATHAN WARD COO 50.00 X 210000 0 12600 MICHAEL MCCARTHY CIO 40.00 X 95532 105327 12037 THOMAS A HEFNER VP FINANCE 40.00 X 0 175196 33026 MICHAEL CHIRICO FORMER CSO 40.00 X 160209 0 9013 ANDREA LAUFFER DIRECTOR 40.00 X 128198 25000 8772 SHEANNA SPENCE CMO 40.00 X 100250 0 6000 F LAYTON COTTRILL FORMER MU DE 5.00 X 20808 0 0 12994690 11162882 1822445 385 true true false PST SERVICES INC PO BOX 742526 ATLANTA GA 303742526 PATIENT ACCTNG 3543881 WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 753972633 STAFFING 705361 CERIDIAN INC PO BOX 772830 CHICAGO IL 606772830 HR/PAYROLL 493034 ECG MANAGEMENT CONSULTANTS PO BOX 74008176 CHICAGO IL 606748176 CONSULTING 478002 GRANT COOPER AND ASSOCIATES INC 1 N BRENTWOOD BLVD SUITE 950 ST LOUIS MO 63105 RECRUITING 463114 22 165393 165393 HEALTH CARE SERVICES 621110 65679542 65679542 65679542 314035 314035 49366 49366 49366 49366 1965513 1630324 335189 335189 335189 FORFEITED RETIREMENT PREMIUMS 621110 287460 287460 287460 66830985 65679542 986050 822976 822976 3998130 3798223 199907 44523452 41852045 2671407 1820645 1711406 109239 4085982 3840823 245159 2200217 2068204 132013 177435 177435 16784 16784 2750269 2660386 89883 220697 207455 13242 1637462 1539214 98248 532234 500300 31934 79869 75077 4792 414141 389293 24848 202459 202459 950920 893865 57055 531327 499447 31880 MEDICATIONS AND SUPPLIES 1153528 1153528 RECRUITMENT 505134 474826 30308 REPAIRS AND MAINTENANCE 401020 376959 24061 PROFESSIONAL DUES 64903 61009 3894 67089584 62925036 4164548 0 10657 10657 11843541 7457612 9856258 10306120 13424723 14375801 570748 615072 1519888 2253734 44204350 3799638 41355632 40404712 47484196 49233028 4578620 4676147 43162539 35176088 173806802 164508971 37274663 38832341 11245379 11096120 5363618 5678256 10789409 10561816 33571284 21421881 98244353 87590414 X 74773798 76086819 788651 831738 75562449 76918557 173806802 164508971 -258599 1643669 -28962 X false true X true true true X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true X 12649914 20000 696764 810000 9470 12547208 11960356 53000 1511495 844000 30937 12649914 13121570 1068581 2190000 39795 11960356 16914092 2350000 -1583140 4507695 51687 13121570 15723684 1550046 2837917 3140000 57555 16914092 0.44000 0.56000 false false 1556600 1556600 16108450 578051 15530399 21580235 667854 20912381 4959065 2553733 2405332 40404712 CONTRACTS RECEIVABLE 30934151 RIGHT OF USE ASSET 4209387 NOTES RECEIVABLE 30000 INTANGIBLES, DEPOSITS & OTHER ASSETS 2550 35176088 DUE TO MU 13731326 OPERATING LEASE LIABILITY 4240636 OPEB LIABILITY 1817000 OTHER LIABILITIES 1204848 FICA TAX REFUND LIABILITY 350168 DUE TO MHN 77903 21421881 X SCHEDULE D, PAGE 2, PART IV, LINE 2B THE ORGANIZATION MAINTAINS FUNDS ON BEHALF OF THE MARSHALL UNIVERSITY SCHOOL OF MEDICINE. THESE FUNDS ARE UNCLAIMED MONIES FROM A LEGAL SETTLEMENT AGREEMENT WITH THE MANUFACTURER OF THE DIABETES DRUG, REZULIN, THAT WERE DISTRIBUTED TO THE ORGANIZATION TO BE HELD ON BEHALF OF THE MARSHALL UNIVERSITY SCHOOL OF MEDICINE. SCHEDULE D, PAGE 2, PART V, LINE 4 THERE IS A BOARD DESIGNATED FUND HELD FOR THE PURPOSE OF FUNDING PROFESSIONAL LIABILITY CLAIMS. OTHER FUNDS ARE TEMPORARILY RESTRICTED FOR THE PURPOSES OF OB/GYN, DIABETES, ENDOCRINOLOGY, AND RURAL HEALTH. SCHEDULE D, PAGE 3, PART X MANAGEMENT ANNUALLY REVIEWS ITS TAX PROVISIONS AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE CONSOLIDATED FINANCIAL STATEMENTS. true MARSHALL UNIVERSITY RESEARCH CORP 1 JOHN MARSHALL DRIVE HUNTINGTON WV 25755 550683361 822976 RURAL HEALTH & DPS 1 SCHEDULE I, PAGE 1, PART I, LINE 2 THE CORPORATION'S PURPOSE IS TO SUPPORT THE FACULTY PHYSICIANS OF THE MARSHALL UNIVERSITY SCHOOL OF MEDICINE. CONTRIBUTIONS TO MARSHALL UNIVERSITY ARE DESIGNATED FOR THIS PURPOSE. X X X X X X false true false false false false false false false VISHAL VERMA PHYSICIAN 1494732 25000 402267 1500 1896999 26500 NICOLAS PHAN PHYSICIAN 1674337 108000 19800 6480 1694137 114480 SAJEEL KHAN PHYSICIAN 1457386 25000 19800 1500 1477186 26500 WESAM FRANDAH PHYSICIAN 1387833 26250 19800 1575 1407633 27825 CHAD LAVENDER PHYSICIAN 1319827 25000 67877 1500 1387704 26500 ALI OLIASHIRAZI DIRECTOR 899250 351704 19800 19800 919050 371504 KEVIN W YINGLING PRESIDENT & CEO 846387 18858 139800 28699 1033744 DAVID M WARD SENIOR VP & CFO 570143 343513 14523 20623 14350 963152 STEVEN LOCHOW DIRECTOR 833608 9900 843508 MEHIAR EL-HAMDANI DIRECTOR 515542 257790 19800 15467 535342 273257 DANA LYCANS FORMER DIRECTOR 747367 25000 19800 1500 767167 26500 LARRY DIAL CHAIR 493805 50409 19800 564014 HOYT J BURDICK VP CMO 500568 7638 15738 27695 551639 ANTHONY ALBERICO FORMER DIRECTOR 442754 67504 16449 4050 459203 71554 LISA C STUMP SYSTEM VP & CSO 381398 105467 2022 10500 28699 528086 DAVID JUDE FORMER DIRECTOR 359527 100000 19800 6000 379327 106000 DEWAYNE TACKETT DIRECTOR 469728 9900 479628 PAUL E SMITH CHIEF ADMIN OFFICER 425556 7638 16495 28699 478388 STEPHEN PETRANY DIRECTOR 181736 262264 7964 15736 189700 278000 ROBERT TAYENGCO DIRECTOR 450530 14994 465524 PAULETTE WEHNER FORMER SEC/TREASURER 179496 220504 10770 13230 190266 233734 HADASSAH FRYE DIRECTOR 412374 9900 422274 MARK A MORGAN VP PHYS SERV 350503 6697 1242 10500 44627 413569 SUSAN T ROBINSON CHIEF HR OFFICER 353178 3564 10500 44627 411869 REGINA M CAMPBELL CHIEF NURSING 334595 6858 20375 47801 409629 MELISSA E LEASURE SYSTEM VP & GEN COUN 350444 1278 10500 44627 406849 BETH HAMMERS CEAO 350000 19800 369800 EDUARDO PINO SYSTEM CMIO 305541 6858 9260 28699 350358 JAMES BECKER FORMER DIRECTOR 235000 83055 13500 4983 248500 88038 SUSAN FLESHER DIRECTOR 259202 56875 15552 3413 274754 60288 BOBBY MILLER FORMER CHAIRMAN 306503 18390 324893 AARON C BLEVINS CHIEF PHARMACY 248815 9865 809 15689 44627 319805 FAREED AZIZ VP REVENUE CYCLE MGT 259937 540 8118 44627 313222 DAVID GOZAL VICE-CHAIRMAN 150568 144231 8654 8654 159222 152885 BRADLEY BURCK VP CORP FND 221535 39624 1918 7946 38462 309485 JOSEPH EVANS FORMER VICE-CHAIRMAN 226956 53255 13353 3195 240309 56450 JOHN M STRAUB CFO 250000 15000 265000 SHANNON BROWNING CMIO 148180 100000 7500 6000 155680 106000 JOHN K FIFE VP SUPPLY CHAIN OPS 180586 872 5499 38462 225419 NATHAN WARD COO 210000 12600 222600 MICHAEL MCCARTHY CIO 95532 105327 5717 6320 101249 111647 THOMAS A HEFNER VP FINANCE 173973 1223 5331 27695 208222 MICHAEL CHIRICO FORMER CSO 160209 9013 169222 ANDREA LAUFFER DIRECTOR 128198 25000 7272 1500 135470 26500 F LAYTON COTTRILL FORMER MU DESIGNEE 20808 20808 SCHEDULE J, PAGE 1, PART I, LINE 4 VISHAL VERMA 0 382,467 0 CHAD LAVENDER 0 48,077 0 SCHEDULE J, PART III PART I, LINE 3: THE BOARD OF DIRECTORS OF A RELATED ORGANIZATION HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION POLICY SETTING FORTH THE BOARD PHILOSOPHY WITH RESPECT TO THE COMPENSATION OF ITS EXECUTIVES. AN EXECUTIVE COMPENSATION COMMITTEE COMPRISED OF BOARD MEMBERS HAS BEEN DELEGATED THE RESPONSIBILITY FOR ESTABLISHING COMPENSATION OF THE CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION IN KEEPING WITH THE PHILOSOPHY ESTABLISHED BY THE BOARD. THE COMPENSATION COMMITTEE HAS ENGAGED THE OUTSIDE CONSULTING FIRM OF YAFFE AND ASSOCIATES, A FIRM WHICH SPECIALIZES IN ANALYZING NON-PROFIT EXECUTIVE COMPENSATION. THE OUTSIDE CONSULTING FIRM PERIODICALLY PROVIDES THE COMMITTEE WITH RELEVANT DATA CONCERNING THE COMPENSATION LEVELS OF EXECUTIVES OF HOSPITALS SIMILAR IN SIZE TO THE ORGANIZATION AND IN COMPARABLE GEOGRAPHIC AREAS. THE COMPENSATION COMMITTEE CONSIDERS THIS DATA TOGETHER WITH THE EXTENT TO WHICH PRE-ESTABLISHED GOALS HAVE BEEN ACCOMPLISHED AND THE FINANCIAL PERFORMANCE OF THE HOSPITALS AND ESTABLISHES THE COMPENSATION LEVEL FOR THE CHIEF EXECUTIVE OFFICER. PART I, LINE 4B: EFFECTIVE JULY 1, 2019, THE CORPORATION ESTABLISHED A NON-QUALIFIED EXECUTIVE BENEFIT PLAN FOR KEY EMPLOYEES KNOWN AS THE MARSHALL HEALTH CAPITAL ACCUMULATION PROGRAM (MHCAP). THE MHCAP IS BEING FUNDED VIA LIFE INSURANCE POLICIES, AND SPLIT DOLLAR LOAN AGREEMENTS HAVE BEEN ENTERED INTO WITH THE PARTICIPANTS COVERED UNDER THE PLAN. AS PART OF THE SPLIT DOLLAR LOAN AGREEMENTS, THE PARTICIPANTS HAVE ASSIGNED THE POLICIES TO THE CORPORATION AS COLLATERAL. THIS ASSIGNMENT SECURES REPAYMENT OF ANY ADVANCES AND ACCRUED INTEREST FOR THE POLICY PREMIUMS. THE LOANS BEAR INTEREST AT THE APPLICABLE FEDERAL RATE UNDER INTERNAL REVENUE CODE SECTION 1274(D) IN EFFECT ON THE DATE OF THE LOAN. THE RATE IS BASED ON THE PARTICIPANTS' LIFE EXPECTANCY AND THE COMPOUNDING PERIOD AS PROVIDED IN TREASURY REGULATION SECTION 1.7872-15. REPAYMENT OF THE LOANS OCCURS AT THE TIME OF DEATH OF THE PARTICIPANTS. REFER TO SCHEDULE L FOR MORE INFORMATION. RELATED ORGANIZATION HAS A 457F PLAN FOR CERTAIN OFFICERS. THE FOLLOWING PAYMENTS WERE MADE DURING THE YEAR: KEVIN YINGLING, PRESIDENT & CEO 129,300 HOYT BURDICK, VP & CMO 77,768 REGINA CAMPBELL, CHIEF NURSING OFFICER 52,039 LARRY DIAL, CHIEF CLINICAL OFFICER 75,003 A COUNTY COMMISSION OF CABELL COUNTY 556000305 2019-12-20 14000000 FINANCING THE CONSTRUCTION OF A NEW PARKING GARAGE false false false A 14000000 191000 13340463 468537 2021 false false false true A false false false false false false true A false true false false false false false false true A true PURPOSE OF ISSUE DESCRIPTION COUNTY COMMISSION OF CABELL COUNTY FINANCING THE CONSTRUCTION OF A NEW PARKING GARAGE ADDITIONAL INFORMATION COUNTY COMMISSION OF CABELL COUNTY SCHEDULE K, PART II, LINE 12: UNSPENT PROCEEDS BOND WAS A DRAW DOWN LOAN WITH 468,537 UNSPENT. MARIA TRIA TIRONA EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 410000 2046345 false true true VISHAL VERMA EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 291539 1953802 false true true ZEID KHITAN EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 200000 1202607 false true true DANIEL BEALS EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 300000 1041834 false true true YOUSEF SHWEIHAT EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 86108 837104 false true true ADEL FALTAOUS EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 150000 744086 false true true DAVID DENNING EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 100000 629027 false true true JUAN SANABRIA EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 150000 627003 false true true RAJ KHANNA EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 38462 604242 false true true JENNIE YOOST EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 107999 585208 false true true SUZANNE HOLROYD EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 41904 538271 false true true NADIM BOU ZGHEIB EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 102692 537784 false true true JOSEPH SHAPIRO FORMER CHAIRMAN FUND SPLIT-DOLLAR LIFE INSURANCE X 88461 532273 false true true MATTHEW BULLOCK EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 50000 340025 false true true CHAD LAVENDER EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 50000 262928 false true true CARLOS RUEDA RIOS EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 45000 244724 false true true JOHN JASKO EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 50000 226374 false true true GHASSAN SALIM ISSA BANDAK EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 61923 220082 false true true HYLA HARVEY EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 35385 213195 false true true MARC SUBIK EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 42308 201106 false true true CHRISTINE GILKERSON EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 25000 137281 false true true ELLEN THOMPSON EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 25000 129288 false true true JAMES GIGANTELLI JR EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 25000 113602 false true true VIKRAM SHIVKUMAR EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 40000 106861 false true true KATHLEEN O'HANLON EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 50000 105181 false true true JARED BROWNFIELD EMPLOYEE X 25000 104631 false true true KELLY MELVIN EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 25001 71650 false true true SEAN LOUDIN EMPLOYEE FUND SPLIT-DOLLAR LIFE INSURANCE X 17308 19287 false true true 14375801 JEFFREY BURDICK FAMILY MEMBER 46439 SEE PART V BELOW false PAUL SMITH OFFICER SEE PART V BELOW false DAVID M WARD OFFICER SEE PART V BELOW false FAREED AZIZ KEY EMPLOYEE 746777 SEE PART V BELOW false BRADLEY BURCK DAUGHTER SEE PART V BELOW false SCHEDULE L, PART II SUZANNE HOLROYD FROM 41,904 538,271 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT NADIM BOU ZGHEIB FROM 102,692 537,784 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT JOSEPH SHAPIRO FROM 88,461 532,273 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT MATTHEW BULLOCK FROM 50,000 340,025 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT CHAD LAVENDER FROM 50,000 262,928 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT CARLOS RUEDA RIOS FROM 45,000 244,724 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT JOHN JASKO FROM 50,000 226,374 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT GHASSAN SALIM ISSA BANDAK FROM 61,923 220,082 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT HYLA HARVEY FROM 35,385 213,195 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT MARC SUBIK FROM 42,308 201,106 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT CHRISTINE GILKERSON FROM 25,000 137,281 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT ELLEN THOMPSON FROM 25,000 129,288 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT JAMES GIGANTELLI, JR. FROM 25,000 113,602 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT VIKRAM SHIVKUMAR FROM 40,000 106,861 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT KATHLEEN O'HANLON FROM 50,000 105,181 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT JARED BROWNFIELD FROM 25,000 104,631 ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT KELLY MELVIN FROM 25,001 71,650 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT SEAN LOUDIN FROM 17,308 19,287 FUND SPLIT-DOLLAR LIFE INSURANCE ( ) IN DEFAULT (X) APPROVED BY BOARD/COMMITTEE (X) WRITTEN AGREEMENT SCHEDULE L, PART V SCH L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: (A) NAME OF PERSON: JEFFREY BURDICK (D) DESCRIPTION OF TRANSACTION: REPORTABLE COMPENSATION (A) NAME OF PERSON: PAUL SMITH (D) DESCRIPTION OF TRANSACTION: OFFICER FOR HEALTHNET AND MEMBER MANAGER OF FMS CABELL HUNTINGTON DIALYSIS CENTERS LLC (A) NAME OF PERSON: DAVID M. WARD (D) DESCRIPTION OF TRANSACTION: DIRECTOR FOR HEALTHNET AND MEMBER MANAGER OF FMS CABELL HUNTINGTON DIALYSIS CENTERS LLC (A) NAME OF PERSON: FAREED AZIZ (D) DESCRIPTION OF TRANSACTION: CHH USES FAREEDS BUSINESS, STEWARD CONSULTING, FOR CONTRACT STAFFING (A) NAME OF PERSON: BRADLEY BURCK (D) DESCRIPTION OF TRANSACTION: FOUNDATION CONDUCTS BUSINESS WITH FS DATA MANAGEMENT & ACCOUNTING WHICH IS OWNED BY BRADLEY BURCKS DAUGHTER. PART IV LINE (1): FAMILY MEMBER OF HOYT BURDICK, SR VP & CMO FORM 990, PAGE 6, PART VI, LINE 3 MARSHALL HEALTH NETWORK, INC. (MHN) HAS BECOME THE SOLE CORPORATE MEMBER OF CABELL HUNTINGTON HOSPITAL, INC ("CORPORATION"). MARSHALL HEALTH NETWORK, AS SOLE CORPORATE MEMBER, IT IS ALSO THE SOLE CORPORATE MEMBER OF ST. MARY'S MEDICAL CENTER INC, PLEASANT VALLEY HOSPITAL DBA RIVERS HEALTH, AND UNIVERSITY PHYSICIANS & SURGEONS INC DBA MARSHALL HEALTH. MARSHALL HEALTH NETWORK INC IS ORGANIZED EXCLUSIVELY FOR CHARITABLE PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ANY CORRESPONDING PROVISION OF ANY FUTURE INTERNAL REVENUE LAWS, AS A SUPPORTING ORGANIZATION DESCRIBED IN SECTION 509(A)(3) OF THE CODE, THE PURPOSE OF WHICH IS TO OPERATE EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES OF THE SUPPORTED ORGANIZATION THAT IT IS NOW THE SOLE CORPORATE MEMBER OF ABOVE. FORM 990, PAGE 6, PART VI, LINE 7A THE BOARD OF DIRECTORS CONSIST OF ELEVEN (11) VOTING DIRECTORS. ONLY PHYSICIANS AND OSTEOPATHIC PHYSICIANS APPROPRIATELY LICENSED TO PRACTICE MEDICINE OR OSTEOPATHY, RESPECTIVELY, AND THAT ARE APPOINTED FACULTY MEMBERS OF THE SCHOOL OF MEDICINE ARE ELIGIBLE TO SERVE AS A DIRECTOR. EFFECTIVE OCTOBER 1, 2023 THROUGH SEPTEMBER 30, 2025 THE ELEVEN (11) VOTING DIRECTORS OF THE BOARD OF DIRECTORS SHALL CONSIST OF: (A) THE DEAN OF THE MARSHALL UNIVERSITY JOAN C. EDWARDS SCHOOL OF MEDICINE, WHO, BY VIRTUE OF HIS OR HER OFFICE, SHALL BE AN EX OFFICIO DIRECTOR; (B) THE CHIEF PHYSICIAN EXECUTIVE (HEREINAFTER CPE), WHO, BY VIRTUE OF HIS OR HER OFFICE, SHALL BE AN EX OFFICIO DIRECTOR; (C) THREE (3) DIRECTORS APPOINTED BY THE DEAN FROM AMONG THE CHAIRS OF THE DEPARTMENTS OF THE SCHOOL OF MEDICINE AND THE VICE DEANS OF THE SCHOOL OF MEDICINE, WHICH DIRECTORS SHALL SERVE TERMS TWO (2) YEARS. (D) ONE (1) DIRECTOR ELECTED FROM AMONG THE CLINICAL CHAIRS OF THE DEPARTMENTS OF THE SCHOOL OF MEDICINE BY A PLURALITY VOTE OF THE CLINICAL CHAIRS OF THE DEPARTMENTS OF THE SCHOOL OF MEDICINE, WHICH DIRECTOR SHALL SERVE A TERM OF TWO (2) YEARS. (E) ONE (1) DIRECTOR ELECTED FROM AMONG THE FACULTY OF THE SCHOOL OF MEDICINE BY A PLURALITY VOTE OF FACULTY MEMBERS OF THE SCHOOL OF MEDICINE, WHICH DIRECTOR SHALL SERVE A TERM OF TWO (2) YEARS. (F) FOUR (4) DIRECTORS APPOINTED BY THE CHAIR UPON THE WRITTEN ASSENT OF THE CHIEF EXECUTIVE OFFICER OF THE CORPORATE MEMBER, WITH ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT CABELL HUNTINGTON HOSPITAL, INC., ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT ST. MARY'S MEDICAL CENTER, INC., ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT HUNTINGTON INTERNAL MEDICINE GROUP, AND ONE SUCH DIRECTOR BEING PRIVILEGED AND PRIMARILY PRACTICING AT PLEASANT VALLEY HOSPITAL, INC. DBA RIVERS HEALTH, WHICH DIRECTORS SHALL SERVE A TERM OF TWO (2) YEARS. THE CPE SERVES AS THE CHAIR OF THE BOARD OF DIRECTORS. THE DEAN SERVES AS THE VICE CHAIR OF THE BOARD OF DIRECTORS. FORM 990, PAGE 6, PART VI, LINE 7B MARSHALL HEALTH NETWORK, AS SOLE CORPORATE MEMBER, HAS RESERVED POWERS TO CHANGE THE PURPOSES OF THE CORPORATION, AMEND THE ARTICLES OF INCORPORATION AND/OR BYLAWS, DISSOLVE THE CORPORATION, CONSOLIDATE/AFFILIATE THIS CORPORATION WITH OTHER ORGANIZATIONS. IN ADDITION, MHN WILL MANAGE ACTIONS INITIATED BY THE CORPORATIONS BOARD OF DIRECTIONS FOR THE FOLLOWING ITEMS: ADOPTION OF STRATEGIC AND BUSINESS PLANS, ADOPTION OF ANNUAL OPERATING AND CAPITAL BUDGETS, APPROVAL OF ANY CHANGES TO THE CAPITAL DEBT, THE CREATION OR ACQUISITION OF ADDITIONAL AFFILIATED ORGANIZATIONS AND JOINT VENTURES, ADOPTION OR CHANGES TO MASTER CLINICAL COMPENSATION AND BENEFIT PLANS, MANAGE THE ASSETS, MANAGE CLINICAL FACULTY CHANGES, FINAL APPROVAL OVER THE VARIOUS PRACTICES OF MEDICINE, APPOINTMENT OF A PRESIDENT TO SERVE AS CEO, APPROVE UNBUDGETED EXPENDITURES INCLUDING DEBT, AND APPROVAL OF CERTAIN CONTRACTS. FORM 990, PAGE 6, PART VI, LINE 11B THE FORM 990 IS REVIEWED BY THE ORGANIZATIONS MANAGEMENT IN CONSULTATION WITH AN INDEPENDENT ACCOUNTING FIRM. THE FINANCIAL REVIEW IS BASED ON THE ORGANIZATIONS AUDITED FINANCIAL STATEMENTS FOR THE RELEVANT TIME PERIOD. THE CFO WILL REVIEW THE 990 WITH THE FINANCE/AUDIT COMMITTEE AND THE BOARD OF DIRECTORS AT THE NEXT SCHEDULED BOARD MEETING. FORM 990, PAGE 6, PART VI, LINE 12C AT THE BEGINNING OF EACH YEAR, OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE SENT AN ANNUAL QUESTIONNAIRE ADDRESSING THE CONFLICT-OF-INTEREST POLICY. EACH COMPLETED QUESTIONNAIRE IS REVIEWED BY THE VICE PRESIDENT OVER THE RESPECTIVE INDIVIDUALS DEPARTMENT AND GENERAL COUNSEL TO DETERMINE IF A CONFLICT EXISTS. IF A CONFLICT DOES EXIST, AN IN-DEPTH ANALYSIS IS PERFORMED TO DETERMINE ANY IMPACT TO THE ORGANIZATION. FORM 990, PAGE 6, PART VI, LINE 15A THE BOARD OF DIRECTORS SHALL EMPLOY AND MAINTAIN OFFICERS OR CORPORATE EXECUTIVES HOWSOEVER NAMED IN SUCH NUMBER AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS FROM TIME TO TIME, WHICH OFFICERS OR EXECUTIVES WILL SERVE AT THE PLEASURE OF THE BOARD OF DIRECTORS AND WHO SHALL BE RESPONSIBLE FOR THE DAY-TO-DAY OPERATIONS OF THE CORPORATION. THE OFFICERS OR CORPORATE EXECUTIVES' SALARY IS REVIEWED AND APPROVED BY THE DEAN IN HIS CAPACITY AS BOTH THE DEAN OF THE JCESOM AND RELATED ORGANIZATION AND AS THE VICE CHAIR OF THE BOARD OF DIRECTORS. COMPARATIVE SALARY INFORMATION FROM THE ASSOCIATION OF AMERICAN MEDICAL COLLEGES' GROUP ON BUSINESS AFFAIRS AND GROUP ON FACULTY PRACTICE AS WELL AS THE MEDICAL GROUP MANAGEMENT ASSOCIATION IS EXAMINED BY THE DEAN. SALARIES OF ALL MAJOR CLINICAL DEPARTMENT CHAIRS, EXECUTIVE MANAGEMENT TEAM MEMBERS AND DEPARTMENTAL ADMINISTRATORS ARE ALSO REVIEWED AND APPROVED UTILIZING A SIMILAR PROCESS. THE BOARD OF DIRECTORS OF RELATED ORGANIZATION HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION POLICY SETTING FORTH THE BOARD PHILOSOPHY WITH RESPECT TO THE COMPENSATION OF ITS EXECUTIVES. AN EXECUTIVE COMPENSATION COMMITTEE COMPRISED OF BOARD MEMBERS HAS BEEN DELEGATED THE RESPONSIBILITY FOR ESTABLISHING COMPENSATION OF THE EXECUTIVE OFFICERS OF THE ORGANIZATION IN KEEPING WITH THE PHILOSOPHY ESTABLISHED BY THE BOARD. THE COMPENSATION COMMITTEE HAS ENGAGED THE OUTSIDE CONSULTING FIRM OF YAFFE AND ASSOCIATES, A FIRM WHICH SPECIALIZES IN ANALYZING NON-PROFIT EXECUTIVE COMPENSATION. THE OUTSIDE CONSULTING FIRM PERIODICALLY PROVIDES THE COMMITTEE WITH RELEVANT DATA CONCERNING THE COMPENSATION LEVELS OF EXECUTIVES OF HOSPITALS SIMILAR IN SIZE TO THE ORGANIZATION AND IN COMPARABLE GEOGRAPHIC AREAS. THE COMPENSATION COMMITTEE CONSIDERS THIS DATA TOGETHER WITH THE EXTENT TO WHICH PRE-ESTABLISHED GOALS HAVE BEEN ACCOMPLISHED AND THE FINANCIAL PERFORMANCE OF THE HOSPITALS AND ESTABLISHES THE COMPENSATION LEVEL FOR THE EXECUTIVE OFFICERS. FORM 990, PAGE 6, PART VI, LINE 15B THE EXECUTIVE'S DIRECTOR'S SALARY IS REVIEWED AND APPROVED BY THE DEAN BY THE DEAN IN HIS CAPACITY AS BOTH THE DEAN OF THE JCESOM AND RELATED ORGANIZATION AND AS THE VICE CHAIR OF THE BOARD OF DIRECTORS. COMPARATIVE SALARY INFORMATION FROM THE ASSOCIATION OF AMERICAN MEDICAL COLLEGES' GROUP ON BUSINESS AFFAIRS AND GROUP ON FACULTY PRACTICE AS WELL AS THE MEDICAL GROUP MANAGEMENT ASSOCIATION IS EXAMINED BY THE DEAN. SALARIES OF ALL MAJOR CLINICAL DEPARTMENT CHAIRS, EXECUTIVE MANAGEMENT TEAM MEMBERS AND DEPARTMENTAL ADMINISTRATORS ARE ALSO REVIEWED AND APPROVED UTILIZING A SIMILAR PROCESS. FORM 990, PAGE 6, PART VI, LINE 18 FORM 990 IS MAINTAINED AT THE ORGANIZATION'S ADMINISTRATIVE OFFICES AND IS MADE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. FORM 990, PAGE 6, PART VI, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST THROUGH THE IN-HOUSE GENERAL COUNSELS OFFICE. THE FINANCIAL STATEMENTS CAN BE ACCESSED BY LETTER, IN PERSON OR VIA WEB SEARCH. 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