2021-08-27T14:09:43-05:00 2020-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON ST BOSTON MA 02116 990 2019-10-01 222594977 WESTERN CONNECTICUT HEALTH NETWORK INC WEST 2037394593 24 HOSPITAL AVENUE DANBURY CT 06810 STEVEN H ROSENBERG CFO & TREASURER 2037394593 2021-08-25 1 MIKE A CINCOTTA P01595811 6172662000 2021-08-24 2019 2022-09-23 18:48:47Z JOHN M MURPHY MD 24 HOSPITAL AVENUE DANBURY CT 06810 135499464 0 X WWW.NUVANCEHEALTH.ORG X 1985 CT 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 16 802 0 0 0 201745 202825 770424 135203938 0 0 0 92701 972169 135499464 0 0 0 0 5443214 79118457 0 0 0 3300164 59216144 8743378 138334601 -7771209 -2835137 391998247 442946469 130173153 126797230 261825094 316149239 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 81842635 135296639 TO IMPROVE THE HEALTH OF EVERY PERSON WE SERVE THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. AS THE PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. (WCHN) 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 WCHN. 81842635 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 192 0 1 802 1 0 0 0 0 0 0 0 0 0 0 1 0 X 17 16 1 0 1 0 1 0 0 1 1 0 0 1 1 1 1 1 0 1 1 0 X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X JOHN M MURPHY MD PRESIDENT/CEO 40.00 0.00 X X 2630052 0 4397460 ROBERT FRIEDBERG TO 1211 PRESIDENT 3.00 40.00 X X 0 2398033 150327 STEVEN H ROSENBERG TREASURER 40.00 0.00 X 1529199 0 644898 SHARON ADAMS PRESIDENT OF DH 25.00 15.00 X 711477 421585 20353 KERRY EATON FROM 1211 CHIEF OPERATING OFFICER 3.00 40.00 X 0 1069411 73766 CAROLYN MCKENNA FROM 0101 SECRETARY 40.00 0.00 X 963570 0 53648 CATHERINE FRIERSON CHIEF HUMAN RESOURCES OFFICER 40.00 0.00 X 864169 0 19108 PATRICIA TIETJEN MD CHIEF MEDICAL OFFICER 3.00 40.00 X 0 656604 41735 GEOFFRY G HOOK CIO & SENIOR VP 40.00 0.00 X 646208 0 45449 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 40.00 0.00 X 602893 0 20473 COLLEEN M SCOTT VP FINANCE WCHN 40.00 0.00 X 564042 0 41819 THOMAS KOOBATION MD EXEC DIR/CHIEF OF STAFF 3.00 40.00 X 0 485846 53737 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 40.00 0.00 X 491882 0 27152 MARY L LOWE VP REVENUE CYCLE 40.00 0.00 X 432160 0 46985 JENNIFER L FILIPPONE VP NETWORK OPERATIONS 40.00 0.00 X 441801 0 16458 RICHARD FREEMAN MD FORMER CHIEF CLINICAL OFFICER 40.00 0.00 X 416413 0 23799 ERVIN R SHAMES DIRECTOR 2.00 0.00 X 0 0 0 JOSEPH DIVESTA DIRECTOR 2.00 0.00 X 0 0 0 DAVID CYGANOWSKI DIRECTOR 2.00 0.00 X 0 0 0 MARK GUDIS DIRECTOR 2.00 0.00 X 0 0 0 DANIEL MCCARTHY DIRECTOR 2.00 0.00 X 0 0 0 RICHARD G JABARA DIRECTOR 2.00 0.00 X 0 0 0 ANNE ROBY DIRECTOR 2.00 0.00 X 0 0 0 ROBERT R DYSON DIRECTOR 2.00 0.00 X 0 0 0 CARLA GUDE DIRECTOR 2.00 0.00 X 0 0 0 STEVEN V LANT DIRECTOR 2.00 0.00 X 0 0 0 J LUKE MCGUINNESS DIRECTOR 2.00 0.00 X 0 0 0 MARY MADDEN DIRECTOR 2.00 0.00 X 0 0 0 ANDREW WHITTINGHAM VICE CHAIRMAN 3.00 0.00 X X 0 0 0 MICHAEL NESHEIWAT DIRECTOR 2.00 0.00 X 0 0 0 GREGORY RAKOW CHAIRMAN 3.00 0.00 X X 0 0 0 JAVID SHAHID MD DIRECTOR 2.00 0.00 X 0 0 0 10293866 5031479 5677167 174 1 1 0 ACCUITY DELIVERY SYSTEM PO BOX 1574 NEW YORK NY 10268 DELIVERY SYSTEM 3362040 ERNST AND YOUNG LLC PO BOX 640382 PITTSBURGH PA 15264 AUDIT SERVICES 653509 BERKELEY RESEARCH GRP 2200 POWELL ST STE 1200 EMERYVILLE CA 94608 DATA ANALYSIS/RESEARCH SERVICES 551435 CHARTIS GROUP LLC 220 WEST KINZIE STREET THIRD FLOOR CHICAGO IL 60654 MANAGEMENT CONSULTANTS 405331 MARCUM LLP 185 ASYLUM ST FL 17 HARTFORD CT 06103 LEGAL SERVICES 356150 11 202825 202825 MGMT FEES EXEMPT AFFIL 561000 134776925 134776925 NE PURCHASING COALITIO 900099 427013 427013 135203938 MEDICAL STAFF 621990 72918 72918 MISC. INCOME 900099 19783 19783 92701 135499464 135296639 0 0 X 13091059 7852017 5239042 48722004 29223458 19498546 6193387 3714794 2478593 6328983 3796124 2532859 4783024 2868858 1914166 2756040 2756040 820394 820394 75833 45485 30348 15771145 9459533 6311612 3138945 1882739 1256206 2131369 1278395 852974 28324478 16989022 11335456 2845094 1706487 1138607 181329 108761 72568 16030 9615 6415 223890 223890 487 292 195 6947 6947 MEDICAL SUPPLIES 2321969 2321969 MEMBERSHIP DUES - PROF. 513274 307862 205412 EQUIPMENT RENT & MAINT. 88920 53334 35586 138334601 81842635 56491966 0 274834 123714 1664307 17496210 14248015 11789 11789 0 0 374227203 426910433 391998247 442946469 33716361 30096243 96456792 96700987 130173153 126797230 X 212475980 266800125 49349114 49349114 261825094 316149239 391998247 442946469 X -2835137 306030 56853252 X 0 1 X 1 1 1 X X 8 DANBURY HOSPITAL 060646597 3 1 0 0 DANBURY & NEW MILFORD HOSP FDN 237425557 7 0 0 0 WESTERN CT HEALTH NETWORK AFFILIATES INC 222594968 10 0 0 0 WESTERN CONNECTICUT HOME CARE INC 060655138 10 0 0 0 NUVANCE HEALTH MED PRACTICE CT INC 061137531 10 0 0 0 EASTERN NY MEDICAL SERVICES 455431389 10 0 0 0 NORWALK HOSPITAL ASSOCIATION 066068853 3 1 0 0 NORWALK HOSPITAL FOUNDATION 222277707 7 0 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART I, LINE 12G THE CORPORATION OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING CONNECTICUT, AND 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. AS PART OF ITS NONMONETARY SUPPORT, THE CORPORATION PROVIDES OPERATIONAL SUPPORT, IN CONJUNCTION WITH ITS PARENT ORGANIZATION NUVANCE HEALTH, TO BOTH DANBURY AND NORWALK HOSPITALS AND THEIR TAX-EXEMPT RELATED ORGANIZATIONS. PART IV, SECTION A, LINE 1 DESCRIPTION OF HOW SUPPORTED ORGANIZATIONS ARE DESIGNATED: THE ORGANIZATIONS ARE MENTIONED IN THE CERTIFICATE OF INCORPORATION OF WCHN UNDER PURPOSES: "TO BENEFIT, PERFORM THE FUNCTIONS OF, CARRY OUT THE PURPOSES OF, AND UPHOLD, PROMOTE AND FURTHER THE WELFARE, PROGRAMS AND ACTIVITIES OF THE HOSPITALS AND THOSE CHARITABLE ORGANIZATIONS THAT ARE FROM TIME TO TIME AFFILIATED WITH THE HOSPITALS." PART IV, SECTION C, LINE 1 CONTROL OR MANAGEMENT OF SUPPORTED ORGANIZATIONS: AS THE PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. PROVIDES SERVICES SUCH AS SUPPORT, SETTING STANDARDS FOR ITS AFFILIATES AND SUBSIDIARIES, INSURING FINANCIAL SOUNDNESS BY OTHER THAN MONETARY SUPPORT AND ESTABLISHING NEW PROGRAMS AND SERVICES CONSISTENT WITH THEIR MISSION. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 11789 11789 0 0 CASH VALUE OF LIFE INSURANCE-COLI 14421332 CASH VALUE OF LIFE INSURANCE 436276 DUE FROM RELATED PARTIES 54238574 INVESTMENT IN NORWALK HEALTH SC 346250401 WORKERS COMPENSATION ASSET 10629681 457 PLAN ASSET 934169 426910433 UNFUNDED ABO 78937684 DUE TO RELATED PARTIES 6019348 457 PLAN LIABILITY 934169 DEFERRED RENT DURACELL 180103 WORKERS COMPENSATION LIABILITY 10629683 96700987 X PART X, LINE 2: THE SYSTEM COMPRISES NOT-FOR-PROFIT CORPORATIONS, WITH THE EXCEPTION OF NORWALK SURGERY CENTER, LLC, WCHN INVESTMENTS, NIC, SWC AND SHMP, AS DESCRIBED IN SECTION 501(C)(3) OF THE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. THE SYSTEM IS ALSO EXEMPT FROM STATE AND LOCAL TAXES. SWC AND SHMP ARE FOR-PROFIT CORPORATIONS AND NIC IS A FOREIGN CORPORATION EXEMPT FROM US TAXATION AND IS NOT SUBJECT TO TAXES UNDER THE CAYMAN ISLANDS TAX CONCESSIONS LAW. NORWALK SURGERY CENTER, LLC AND WCHN INVESTMENTS ARE LIMITED LIABILITY CORPORATIONS AND ARE TREATED AS PARTNERSHIPS FOR INCOME TAX PURPOSES. THE SYSTEM HAS NET OPERATING LOSSES CARRYFORWARDS FROM UNRELATED BUSINESS ACTIVITIES OF APPROXIMATELY $59,935 AT SEPTEMBER 30, 2020, WHICH WILL BEGIN EXPIRING IN 2021. THESE LOSSES GENERATE A POTENTIAL DEFERRED TAX ASSET OF APPROXIMATELY $16,194 AT SEPTEMBER 30, 2020, WHICH IS OFFSET BY A CORRESPONDING VALUATION ALLOWANCE OF THE SAME AMOUNT DUE TO THE UNCERTAINTY OF UTILIZING THE DEFERRED TAX ASSET IN FUTURE PERIODS. AS OF SEPTEMBER 30, 2020, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. AS A RESULT OF A RECENT FEDERAL INCOME TAX REFORM APPROVED WITHIN U.S. CONGRESS AND ENACTED INTO LAW, CERTAIN PROVISIONS IMPACT TAX-EXEMPT ORGANIZATIONS, INCLUDING REVISIONS TO TAXES ON UNRELATED BUSINESS ACTIVITIES, EXCISE TAXES ON COMPENSATION OF CERTAIN EMPLOYEES, AND VARIOUS OTHER PROVISIONS. THE REGULATION HAS RESULTED IN AN IMMATERIAL INCREASE IN UNRELATED BUSINESS INCOME TAXES WHICH WERE MOSTLY OFFSET BY NET OPERATING LOSSES FROM PRIOR YEARS. X 1 1 X X X X X 1 1 0 0 0 0 0 1 0 JOHN M MURPHY MD PRESIDENT/CEO 1492100 0 1133596 0 4356 0 4366519 0 30941 0 7027512 0 0 0 ROBERT FRIEDBERG TO 1211 PRESIDENT 0 1191104 0 1185317 0 21612 0 108647 0 41680 0 2548360 0 0 STEVEN H ROSENBERG TREASURER 653858 0 532200 0 343141 0 605000 0 39898 0 2174097 0 311957 0 SHARON ADAMS PRESIDENT OF DH 447971 140138 258683 280000 4823 1447 13750 0 5776 827 731003 422412 0 0 KERRY EATON FROM 1211 CHIEF OPERATING OFFICER 0 651644 0 291322 0 126445 0 72427 0 1339 0 1143177 0 0 CAROLYN MCKENNA FROM 0101 SECRETARY 467018 0 489986 0 6566 0 13750 0 39898 0 1017218 0 0 0 CATHERINE FRIERSON CHIEF HUMAN RESOURCES OFFICER 433583 0 427792 0 2794 0 13750 0 5358 0 883277 0 0 0 PATRICIA TIETJEN MD CHIEF MEDICAL OFFICER 0 497496 0 150000 0 9108 0 13750 0 27985 0 698339 0 0 GEOFFRY G HOOK CIO & SENIOR VP 328845 0 312865 0 4498 0 13750 0 31699 0 691657 0 0 0 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 348637 0 226500 0 27756 0 16500 0 3973 0 623366 0 0 0 COLLEEN M SCOTT VP FINANCE WCHN 301317 0 212000 0 50725 0 13750 0 28069 0 605861 0 0 0 THOMAS KOOBATION MD EXEC DIR/CHIEF OF STAFF 0 372160 0 90000 0 23686 0 19250 0 34487 0 539583 0 0 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 301969 0 185000 0 4913 0 13226 0 13926 0 519034 0 0 0 MARY L LOWE VP REVENUE CYCLE 255791 0 150000 0 26369 0 24750 0 22235 0 479145 0 0 0 JENNIFER L FILIPPONE VP NETWORK OPERATIONS 256863 0 165000 0 19938 0 13750 0 2708 0 458259 0 0 0 RICHARD FREEMAN MD FORMER CHIEF CLINICAL OFFICER 292477 0 100000 0 23936 0 13750 0 10049 0 440212 0 0 0 PART I, LINE 1A RELEVANT INFORMATION REGARDING COMPENSATION BENEFITS: FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDE GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND: 2 OFFICERS 2 KEY EMPLOYEES 4 HIGHEST PAID EMPLOYEES 1 FORMER EMPLOYEE PART I, LINES 4A-B 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 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 AND KERRY EATON BOTH 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 PART I, LINE 7 COMPENSATION CONTINGENT ON NET EARNINGS OR RELATED ORGANIZATION NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM): THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIIVE 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 ASSIGED 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. FORM 990, PART VI, SECTION A, LINE 2 RICHARD G. JABARA AND ERVIN R. SHAMES HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE UPDATED AS A RESULT OF THE MERGER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. AND HEALTH QUEST SYSTEMS, INC. ON 4/1/19. AS A RESULT OF THE MERGER, NUVANCE HEALTH BECAME THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. FORM 990, PART VI, SECTION A, LINE 6 NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. 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, THE ULTIMATE PARENT OF THE ORGANIZATION, 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 RECORD RETENTION POLICY THAT HAS BEEN APPROVED ONLY BY THE AUDIT COMMITTEE, NOT THE FULL BOARD. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW & APPROVAL PROCESS - CEO & TOP MANAGEMENT: 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 OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE: THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VI, SECTION B, LINE 14 DOCUMENT RETENTION AND DESTRUCTION POLICY: 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 VII ADDITIONAL INFORMATION FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. 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 VII POSITION CHANGES: ROBERT FRIEDBERG WAS AN OFFICER UNTIL DECEMBER 11, 2019. KERRY EATON BECAME A KEY EMPLOYEE ON DECEMBER 11, 2019 CAROLYN MCKENNA BECAME THE SECRETARY ON JANUARY 1, 2020. FORM 990, PART IX, LINE 11G PURCHASE SERVICES: PROGRAM SERVICE EXPENSES 9,459,533. MANAGEMENT AND GENERAL EXPENSES 6,311,612. TOTAL EXPENSES 15,771,145. FORM 990, PART XI, LINE 9: EQUITY TRANSFER FROM DH-W/O OF INTERCOMPANY 45,812,000. EQUITY TRANSFER FROM NHA-W/O OF INTERCOMPANY 29,505,000. WCHN PENSION ADJUSTMENT -19,673,918. NUVANCE INSURANCE COMPANY PREMIUM TRANSFER 1,255,109. K-1 NE PURCHASING COALITION -427,013. TRANSFER OF ANTENNAE REVENUE TO DH 383,641. OTHER ADJUSTMENT -1,567. 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