2020-05-27T08:16:53-05:00 2019-06-30 381357951 PLANTE & MORAN PLLC 27400 NORTHWESTERN HIGHWAY SOUTHFIELD MI 48034 990 2018-07-01 382459948 MIDMICHIGAN HEALTH MIDM 9898393181 4000 WELLNESS DR MIDLAND MI 48670 FRANCINE M PADGETT SENIOR VP & CFO 9898393181 2020-05-27 1 DAVID LOWENTHAL P00378651 2483522500 2020-05-18 198.140.228.10 2020-05-27 08:16:49 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 402863DE1D58B7813072FE90D1EBF7EA8F9C073D 2018 2021-01-29 14:40:06Z DIANE POSTLER-SLATTERY 4000 WELLNESS DR MIDLAND MI 48670 133495188 0 X WWW.MIDMICHIGAN.ORG X 1982 MI TO PROVIDE EXCELLENT HEALTH SERVICES TO IMPROVE THE QUALITY OF LIFE FOR PEOPLE IN OUR COMMUNITIES. 15 12 429 13 238496 216427 0 0 58364646 62193487 68742840 63686021 3077605 1624895 130185091 127504403 0 72610 0 0 36341679 41892129 0 0 0 39253653 41810288 75595332 83775027 54589759 43729376 918248008 950268726 166075992 157076124 752172016 793192602 TO PROVIDE EXCELLENT HEALTH SERVICES TO IMPROVE THE QUALITY OF LIFE FOR PEOPLE IN OUR COMMUNITIES. 0 0 56090847 72610 125079800 THE HOLDING COMPANY PROVIDES ASSISTANCE TO OUR VARIOUS AFFILIATES IN ORDER TO IMPROVE THE QUALITY OF CARE AND PROVIDE SERVICES AT THE LOWEST POSSIBLE COST. EXPERTISE AT THE HOLDING COMPANY LEVEL INCLUDES STRATEGIC PLANNING, TREASURY, INFORMATION RESOURCES, HUMAN RESOURCES, INTERNAL AUDIT, FINANCE, MATERIALS MANAGEMENT AND RISK MANAGEMENT. 56090847 1 0 0 0 0 0 0 0 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 1 0 0 1 386 0 1 429 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 15 12 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 1 1 MI X FRANCINE M PADGETT 9898393181 4000 WELLNESS DR MIDLAND MI 48670 X DIANE POSTLER-SLATTERY PRESIDENT & CEO 50.00 10.00 X X 1005371 0 196197 BOBBIE ARNOLD DIRECTOR 2.00 0.00 X 0 0 0 BOB DENOOYER DIRECTOR 2.00 0.00 X 4800 0 0 KEVIN ELLIOTT DIRECTOR 2.00 0.00 X 4000 0 0 GREG MARCOE DO DIRECTOR 2.00 0.00 X 0 0 0 GARY MCGUIRE DIRECTOR 2.00 0.00 X 4600 0 0 DAVID MILLER MD DIRECTOR 2.00 0.00 X 0 0 0 DON SHEETS CHAIR 2.00 0.00 X 4600 0 0 ERIC SMITH DIRECTOR 2.00 0.00 X 4800 0 0 GLENN SMITH DIRECTOR 2.00 0.00 X 4800 0 0 DAVID SPAHLINGER MD DIRECTOR 2.00 0.00 X 0 0 0 JENNE VELASQUEZ DIRECTOR 2.00 0.00 X 0 0 0 SARA WASSENAAR DDS DIRECTOR 2.00 0.00 X 4800 0 0 BILL WEIDEMAN DIRECTOR 2.00 0.00 X 4600 0 0 JIM WHEELER VICE CHAIR 2.00 0.00 X 4800 0 0 JAMES ARBUCKLE DIRECTOR, PART-YEAR 2.00 0.00 X 4400 0 0 JOAN DAVID DIRECTOR, PART-YEAR 2.00 0.00 X 4800 0 0 GREGORY ROGERS EXECUTIVE VICE PRESIDENT 50.00 16.00 X 668805 0 265423 FRANCINE PADGETT SVP & CFO 50.00 20.00 X 560770 0 188336 DONNA RAPP SVP & SECRETARY 50.00 16.00 X 566427 0 494672 GREG GHILARDI VP HUMAN RESOURCES 50.00 0.00 X 361580 0 89425 LYDIA WATSON-PINNEY MD CHIEF MEDICAL OFFICER 50.00 0.00 X 523561 0 103707 PANKAJ JANDWANI MD CHIEF INNOVATION OFFICER 50.00 0.00 X 521414 0 20182 ROBERT GENOVESE CHIEF INTEGRATION MED OFFI 50.00 0.00 X 452593 0 32033 THOMAS CAMPBELL CHEIF STRATEGY OFFICER 50.00 0.00 X 374351 0 46580 RAYMOND STOVER PRESIDENT CLARE & GLADWIN 50.00 6.00 X 359726 0 130819 DANIEL WALTZ VP & CIO 50.00 0.00 X 380183 0 51561 BRIAN RODGERS FORMER SVP 0.00 0.00 X 256062 0 405 6081843 0 1619340 67 1 1 0 THREE RIVERS CONSTRUCTION PO BOX 1467 MIDLAND MI 48641 CONSTRUCTION SERVICES 24940468 GREATER MIDLAND EMERGENCY PHYSICIAN PC PO BOX 2579 MIDLAND MI 48641 EMERGENCY ROOM PHYSICIANS 7427370 MIDLAND EMERGENCY ROOM CORP 2000 DILLOWAY DR MIDLAND MI 48640 EMERGENCY ROOM PHYSICIANS 5938729 SODEXO INC & AFFILIATES 4880 PAYSPHERE CIRCLE CHICAGO IL 60674 FOOD SERVICES 5818264 MIDMICHIGAN ANESTHESIOLOGY GROUP PO BOX 67000 DETROIT MI 48267 ANESTHESIA PHYSICIANS 5536884 130 EXEMPT SUBSIDIARY REVENUE 561000 60300612 60300612 MCCO 900099 1892875 1892875 62193487 63752068 62952360 799708 5924738 5916048 74737 8690 -74737 -66047 -66047 COLLABORATIVE QUALITY INTIATIVE 900099 936507 936507 MIDMICHIGAN HEALTH NETWORK LLC 900099 260918 260918 ISOMM, LLC 900099 -22422 -22422 449892 449892 1624895 127504403 125079800 238496 2186107 X 72610 72610 3940330 1970165 1970165 29381838 23041244 6340594 3298403 2473802 824601 3259314 2444486 814828 2012244 1509183 503061 1347181 1347181 629333 472000 157333 118520 118520 27479528 22468968 5010560 2993 2394 599 1368902 1026677 342225 542625 407037 135588 15427 11570 3857 381422 190711 190711 208979 208979 9715354 9715354 24 24 83775027 56090847 27684180 0 1203905 1192972 16 20 7640982 8044002 84154828 38228140 50223866 45926688 41862082 34416385 46633046 17532039 769252156 842148131 1431955 1008489 918248008 950268726 43887405 49449715 122188587 107626409 166075992 157076124 X 752172016 793192602 752172016 793192602 918248008 950268726 X 43729376 1259666 -3968456 X X 0 1 X 1 0 X X 7 MIDMICHIGAN MEDICAL CENTER - MIDLAND 380833014 3 0 0 0 MIDMICHIGAN MEDICAL CENTER - GRATIOT 381437919 3 0 0 0 MIDMICHIGAN MEDICAL CENTER - CLARE 381518643 3 0 0 0 MIDMICHIGAN MEDICAL CENTER - GLADWIN 386020434 3 0 0 0 MIDMICHIGAN MEDICAL CENTER - ALPENA 386000029 3 0 0 0 MIDMICHIGAN MEDICAL CENTER - WEST BRANCH 464088182 3 0 0 0 MIDMICHIGAN VNA DBA MIDMICHIGAN HOME CARE 381459397 10 0 0 0 7 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 SCHEDULE A - SUPPLEMENTAL INFORMATION THE AMOUNT OF SUPPORT PROVIDED TO THE SUPPORTED ORGANIZATIONS IS EQUAL TO THE PROGRAM SERVICE EXPENSE REPORTED ON FORM 990, PART IX. MIDMICHIGAN HEALTH IS LISTED IN THE GOVERNING DOCUMENTS OF EACH OF THE SUPPORTED ORGANIZATIONS AS THE SOLE MEMBER OF THE ORGANIZATION. THE PURPOSE OR PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE AS FOLLOWS: (1) TO OWN, OPERATE, ACQUIRE, ESTABLISH, SPONSOR, DEVELOP AND MAINTAIN HOSPITALS, HEALTH CARE RELATED FACILITIES, HEALTH PROMOTION AND EDUCATION PROGRAMS, AND OTHER ACTIVITES DESIGNED TO PROVIDE FOR THE CARE AND TREATMENT OF THE SICK, INFIRM, AGED, AND DISTRESSED, AND TO FURTHER THE GENERAL HEALTH AND WELL BEING OF THE PUBLIC WITHOUT REGARD TO RACE, COLOR, CREED, SEX, NATIONAL ORIGIN OR ECONOMIC CONDITION. (2) TO DEVELOP AND IMPLEMENT MANAGEMENT SYSTEMS AND POLICIES WHICH WILL CARRY OUT AND CONDUCT THE HEREIN STATED PURPOSES. (3) TO CARRY OUT AND CONDUCT THE HEREIN STATED PURPOSES AND ACTIVITIES DIRECTLY OR THROUGH ONE OR MORE SUBSIDIARY ORGANIZATIONS OR JOINTLY IN CONJUNCTION WITH ONE OR MORE OTHER ORGANIZATIONS ENGAGED IN HEALTH CARE ACTIVITIES FOR MEMBERS OF THE PUBLIC. 2309492 1293286 1016206 239226 71097 168129 79549665 36863757 42685908 2056445 0 2056445 45926688 MIDMICHIGAN MEDICAL CENTER - MIDLAND 539885649 C MIDMICHIGAN MEDICAL CENTER - ALPENA 75467814 C MIDMICHIGAN MEDICAL CENTER - GRATIOT 48096743 C MIDMICHIGAN MEDICAL CENTER - GLADWIN 51532704 C MIDMICHIGAN MEDICAL CENTER - CLARE 35523933 C MIDMICHIGAN MEDICAL CENTER - WEST BRANCH 16166919 C MIDMICHIGAN HEALTH DEVELOPMENT ASSOCIATION 60208076 C MIDMICHIGAN COLLABORATIVE CARE ORG 1070068 C MIDMICHIGAN PHYSICIANS GROUP -448359 C MIDMICHIGAN HEALTH NETWORK 2304237 C MIDMICHIGAN VISITING NURSE ASSOC 11937116 C AFFIRMANT 403231 C 842148131 ACCRUED PENSION/RETIRMENT BENEFITS 48218639 DEFERRED COMP, SELF INS, OTHER 59407770 107626409 1 AMERICAN CANCER SOCIETY 1111 S HENRY SUITE A BAY CITY MI 48706 131788491 501(C)(3) 9000 N/A N/A DONATION AMERICAN HEART ASSOCIATION PO BOX 841390 DALLAS TX 75284 135613797 501(C)(3) 12500 N/A N/A DONATION 2 0 X 1 1 X X X X 1 1 0 0 0 0 0 1 0 DIANE POSTLER-SLATTERY PRESIDENT & CEO 780909 0 219617 0 4845 0 175750 0 20447 0 1201568 0 0 0 GREGORY ROGERS EXECUTIVE VICE PRESIDENT 515014 0 124421 0 29370 0 240380 0 25043 0 934228 0 0 0 FRANCINE PADGETT SVP & CFO 446928 0 89748 0 24094 0 173907 0 14429 0 749106 0 0 0 DONNA RAPP SVP & SECRETARY 347628 0 69489 0 149310 0 484198 0 10474 0 1061099 0 139268 0 GREG GHILARDI VP HUMAN RESOURCES 287591 0 58544 0 15445 0 61820 0 27605 0 451005 0 0 0 LYDIA WATSON-PINNEY MD CHIEF MEDICAL OFFICER 431702 0 87140 0 4719 0 85632 0 18075 0 627268 0 0 0 PANKAJ JANDWANI MD CHIEF INNOVATION OFFICER 412978 0 107207 0 1229 0 13765 0 6417 0 541596 0 0 0 ROBERT GENOVESE CHIEF INTEGRATION MED OFFI 377333 0 62918 0 12342 0 16530 0 15503 0 484626 0 0 0 THOMAS CAMPBELL CHEIF STRATEGY OFFICER 309822 0 61639 0 2890 0 45431 0 1149 0 420931 0 0 0 RAYMOND STOVER PRESIDENT CLARE & GLADWIN 288134 0 58814 0 12778 0 111155 0 19664 0 490545 0 0 0 DANIEL WALTZ VP & CIO 313357 0 62367 0 4459 0 45793 0 5768 0 431744 0 0 0 BRIAN RODGERS FORMER SVP 0 0 0 0 256062 0 405 0 0 0 256467 0 158500 0 PART I, LINE 1A: THE FOLLOWING PERSONS LISTED IN PART VII, SECTION A, RECEIVED PAYMENT OF THE MONTHLY SOCIAL COUNTRY CLUB DUES WHICH APPROXIMATES $163 PER MONTH. MIDMICHIGAN HEALTH HAS TAKEN A CONSERVATIVE POSTURE WITH RESPECT TO ALL PERQUISITES AND ALL PERQUISITES MUST BE JUSTIFIED BY BUSINESS NEED. AMOUNTS RELATED TO THE NON-BUSINESS USE ARE TREATED AS TAXABLE INCOME. PADGETT, FRANCINE - SVP, CFO & TREASURER POSTLER-SLATTERY, DIANE - PRESIDENT & CEO ROGERS, GREGORY - EXECUTIVE VICE PRESIDENT WATSON-PINNEY, MD LYDIA - CHIEF MEDICAL OFFICER RAPP, DONNA - SVP & SECRETARY GHILARDI, GREG - VP HUMAN RESOURCES CAMPBELL, THOMAS - CHEIF STRATEGY OFFICER STOVER, RAYMOND - PRESIDENT CLARE & GLADWIN WALTZ, DANIEL - VP & CHIEF INFORMATION OFFICER PART I, LINE 4A: THE FOLLOWING PERSONS LISTED IN PART VII, SECTION A, RECEIVED A SEVERENCE PAYMENT. BRIAN RODGERS RECEIVED A FINAL SEVERANCE PAYMENT TOTALING $97,562 DURING THE TAX YEAR. PART I, LINE 4B: POSTLER-SLATTERY, ROGERS, PADGETT, RAPP, GHILARDI, WATSON, STOVER, CAMPBELL AND WALTZ ARE PARTICIPANTS IN A 457(F) PLAN. RAPP RECEIVED A PAYMENT IN 2018. THE SERP IS UNFUNDED AND BEGAN ON JANUARY 1, 2009. THE CURRENT PARTICIPANTS OF THE PLAN ARE THOSE WHO HOLD A CORPORATE OFFICE OF VICE PRESIDENT OR ABOVE. EACH PARTICIPANT'S ANNUAL AWARD IS A BENEFIT RESTORATION AMOUNT THAT PROVIDES THE ADDITIONAL BENEFITS THAT THE PARTICIPANT DID NOT EARN UNDER THE PENSION PLAN AND 403(B) PLAN DURING A PLAN YEAR BECAUSE OF THE STATUTORY LIMITS. A PARTICIPANT'S ACCOUNT SHALL BE 100% VESTED IF THE PARTICIPANT IS EMPLOYED BY MIDMICHIGAN HEALTH ON THE DATE THE FIRST OF THE FOLLOWING VESTING EVENTS OCCUR: ATTAINMENT OF NORMAL RETIREMENT AGE; DEATH; TERMINATION OF EMPLOYMENT BECAUSE OF TOTAL DISABILITY; OR, ON THE THREE-YEAR ANNIVERSARY OF THEIR PARTICIPATION DATE. PART I, LINE 7: MIDMICHIGAN HEALTH'S COMPENSATION INCLUDES BOTH BASE AND VARIABLE COMPENSATION (NONFIXED PAYMENTS). IN ACCORDANCE WITH ITS POLICIES, ALL ELEMENTS (BASE, VARIABLE, BENEFITS, AND PERQUISITES) ARE COMPARED TO MARKET AND ARE DETERMINED BY THE INDEPENDENT COMPENSATION COMMITTEE AFTER A REVIEW BY AN INDEPENDENT CONSULTANT, SULLIVAN COTTER, TO ENSURE THAT TOTAL COMPENSATION REMAINS WITHIN ACCEPTABLE GUIDELINES (60% OF MEDIAN). THE COMPENSATION COMMITTEE, WHO IS AUTHORIZED TO ACT ON BEHALF OF THE MIDMICHIGAN HEALTH BOARD OF DIRECTORS, APPROVED COMPENSATION FOR THE MIDMICHIGAN HEALTH CEO, SENIOR EXECUTIVES AND PHYSICIANS. SULLIVAN COTTER ISSUED ITS COMPREHENSIVE ASSESSMENT IN MAY 2019. AN INDEPENDENT ASSESSMENT IS COMPLETED EVERY 3-5 YEARS. THE COMPENSATION COMMITTEE REVIEWED THE RESULTS IN MAY 2019 PRIOR TO AWARDING ANY ANNUAL COMPENSATION ADJUSTMENTS. IN ADDITION, AS A PART OF THE PHYSICIAN ENTERPRISE ENGAGEMENT, KAUFMAN HALL ISSUED A SAFE HARBOR LETTER THAT WAS REVIEWED AT THE MAY 2018 COMPENSATION COMMITTEE MEETING. PART III: MIDMICHIGAN HEALTH'S COMPENSATION COMMITTEE CHARTER IS APPROVED ANNUALLY BY THE COMMITTEE AND BOARD AS WERE THE EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY. MIDMICHIGAN HEALTH ALSO CONTINUES TO UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT TO ASSIST WITH THE GOVERNANCE PROCESS AND TO REVIEW AND REPORT ON ALL SYSTEM LEVEL EXECUTIVES, HOSPITAL LEVEL EXECUTIVES AND SELECTED OTHER EXECUTIVES. MIDMICHIGAN HEALTH HAS TAKEN A CONSERVATIVE POSTURE WITH RESPECT TO ALL PERQUISITES AND ALL PERQUISITES MUST BE JUSTIFIED BY BUSINESS NEED. MIDMICHIGAN HEALTH TARGETS THE BASE SALARY OF ITS EXECUTIVES WITHIN A MARKET COMPETITIVE SALARY RANGE WITH A MIDPOINT APPROXIMATELY EQUAL TO THE 50TH PERCENTILE OF THE BASE SALARY MARKET DATA. MARKET DATA IS OBTAINED NATIONALLY FROM HEALTH SYSTEMS, HOSPITALS AND ORGANIZATIONS OF COMPARABLE SIZE BY SULLIVAN COTTER, AN INDEPENDENT CONSULTANT. NET OPERATING REVENUE IS THE CRITICAL FACTOR UTILIZED TO DETERMINE COMPARABILITY. ROBIN NELSON FAMILY MEMBER OF BOBBIE ARNOLD 113729 EMPLOYMENT 0 MICHAEL ROGERS FAMILY MEMBER OF GREGORY ROGERS 84758 EMPLOYMENT 0 JERAMIE SODERBERG FAMILY MEMBER OF BILL WEIDEMAN 80003 EMPLOYMENT 0 FORM 990 - ADDITIONAL INFORMATION THIS FORM 990 TAX RETURN INCLUDES DATA FROM MIDMICHIGAN COLLABORATIVE CARE ORGANIZATION. FORM 990, PART I, LINES 3 & 4 AND PART VI, SECTION A, LINE 1 ANY BOARD MEMBERS WHO HAVE A FAMILY OR BUSINESS RELATIONSHIP AS LISTED IN SCHEDULE L ARE NOT CONSIDERED TO BE INDEPENDENT. ALL OTHERS WHO ARE NOT INDEPENDENT ARE EMPLOYEES OF THE ORGANIZATION OR A RELATED ORGANIZATION LISTED IN SCHEDULE R AND ARE COMPENSATED AT MARKET VALUE FOR THE SERVICES PROVIDED TO THAT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION HAS TWO MEMBER CLASSES. ONE MEMBER CLASS CONSISTS SOLELY OF MICHIGAN HEALTH CORPORATION (MHC) AND HOLDS A ONE-TENTH OF ONE PERCENT (0.1%) MEMBERSHIP INTEREST IN MIDMICHIGAN HEALTH. THE OTHER MEMBER CLASS CONSISTS OF THE MEMBERS OF THE MIDMICHIGAN HEALTH DIRECTOR CLASS AND HOLDS A 99.9% MEMBERSHIP INTEREST. MHC EXISTS AS THE SOLE MEMBER OF THE MHC MEMBER CLASS. THE MIDMICHIGAN HEALTH MEMBER CLASS IS COMPOSED OF THE INDIVIDUALS WHO ARE MEMBERS OF THE MIDMICHIGAN HEALTH DIRECTOR CLASS. THE PROPERTY, BUSINESS, AND AFFIARS OF MIDMICHIGAN HEALTH ARE MANAGED BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS MAY EXERCISE ALL OF THE POWER AND AUTHORITY OF THE ORGANIZATION IN SUCH A MANNER AND TO SUCH EXTENT AS THE BOARD OF DIRECTORS SHALL DETERMINE AND DECIDE, EXCEPT AS SPECIFICALLY PROVIDED IN THE LAWS OF THE STATE OF MICHIGAN, THE ARTICLES OF INCORPORATION, AND/OR THE BYLAWS OF MIDMICHIGAN HEALTH. THE BOARD OF DIRECTORS SHALL HAVE TWO DIRECTOR CLASSES, THE FIRST CONSISTING OF THOSE DIRECTORS NOMINATED BY THE MHC MEMBER CLASS AND THE SECOND CONSISTING OF THE DIRECTORS NOMINATED BY THE MIDMICHIGAN HEALTH MEMBER CLASS. THE BOARD OF DIRECTORS ("BOARD") SHALL CONSIST OF NOT LESS THAN 11 PERSONS AND NOT MORE THAN 18 PERSONS, INCLUDING THE PRESIDENT/CEO WHO SHALL SERVE AS EX OFFICIO. THE BOARD CURRENTLY MEETS AT LEAST 5 TIMES A YEAR. ACTIONS BY WRITTEN CONSENT ARE PERMITTED BUT SUCH CONSENT MUST BE UNANIMOUS. ALL OTHER ACTIONS MAY BE TAKEN BY A MAJORITY OF THE TOTAL NUMBER OF DIRECTORS PRESENT ASSUMING A QUORUM. FORM 990, PART VI, SECTION A, LINE 7A THE MHC DIRECTORS HOLD OFFICE FOR SUCCESSIVE THREE YEAR TERMS, WITHOUT TERM LIMITS, UNTIL A SUCCESSOR IS APPOINTED AND QUALIFIED. MIDMICHIGAN DIRECTORS HOLD OFFICE FOR A TERM OF ONE YEAR AND UNTIL HIS OR HER SUCCESSOR IS SELECTED AND QUALIFIED. NO MIDMICHIGAN DIRECTOR EXCEPT FOR THE CHIEF EXECUTIVE OFFICER SHALL SERVE MORE THAN NINE CONSECUTIVE ONE-YEAR TERMS. AT LEAST 60 DAYS PRIOR TO THE ANNUAL MEETING, THE CHAIR OF THE GOVERNANCE AND NOMINATING COMMITTEE PREPARES A LIST OF NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AND SUBMITS THE LIST TO THE MEMBERS OF THE MIDMICHIGAN HEALTH MEMBER CLASS AT THE ANNUAL MEETING. ONLY MEMBERS OF THE MIDMICHIGAN HEALTH MEMBER CLASS ARE VESTED WITH THE POWER TO ELECT MIDMICHIGAN HEALTH DIRECTORS. PROVISIONS EXIST TO OBTAIN ADDITIONAL NOMINATIONS. THE BOARD OF DIRECTORS ELECTS A CHAIR, A VICE-CHAIR, A PRESIDENT, ONE OR MORE VICE PRESIDENTS, A SECRETARY, AND A TREASURER. NO OFFICER EXCEPT THE CHAIR, VICE-CHAIR, AND PRESIDENT NEED TO BE A MEMBER OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B EACH MEMBER CLASS HAS CERTAIN RESERVE POWERS. THE FOLLOWING ACTIONS REQUIRE THE APPROVAL OF THE MHC MEMBER CLASS AND THE MIDMICHIGAN HEALTH MEMBER CLASS: - TERMINATION OF THE AFFILIATION OTHER THAN AS EXPRESSLY PROVIDED IN THE AFFILIATION AGREEMENT; - DISSOLUTION OF THE CORPORATION; - CHANGES TO THE ARTICLES OF INCORPORATION, BYLAWS, OR OTHER DOCUMENTS OF MIDMICHIGAN HEALTH OR ITS SUBSIDIARIES THAT WOULD AFFECT MHC'S (AND/OR UMHS') RIGHTS OR INTERESTS UNDER THE AFFILIATION AGREEMENT. FORM 990, PART VI, SECTION B, LINE 11B THE FINANCE STAFF AT EACH SUBSIDIARY UPLOADS INFORMATION INTO THE SOFTWARE WHICH IS THEN REVIEWED BY A THE CORPORATE CONTROLLER AT MIDMICHIGAN HEALTH. THE CORPORATE CONTROLLER REQUESTS ADDITIONAL INFORMATION AND OBTAINS CLARIFICATION. A FINAL REVIEW IS THEN DONE BY THE SVP AND TREASURER. IN ADDITION, ALL COMPENSATION DISCLOSURES ARE REVIEWED WITH THE MIDMICHIGAN HEALTH CEO PRIOR TO FILING. THE FORM 990 PART VII AND SCHEDULE J COMPENSATION INFORMATION IS REVIEWED BY THE COMPENSATION COMMITTEE PRIOR TO FILING. FORM 990, INCLUDING ALL SCHEDULES, IS MADE AVAILABLE TO THIS ORGANIZATION'S BOARD OF DIRECTORS IN A SECURE ELECTRONIC FORMAT WITH A SUMMARY OF ALL THE MAJOR CHANGES FROM THE PRIOR YEAR RETURN. QUESTIONS OR CONCERNS ARE ADDRESSED BY THE SVP AND TREASURER. THE QUESTIONS OR CONCERNS OF THESE REVIEWS ARE PRESENTED TO THE MIDMICHIGAN HEALTH BOARD OF DIRECTORS AND THIS ORGANIZATION'S BOARD OF DIRECTORS, IF ANY ARE INDENTIFIED. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REQUIRES EACH DIRECTOR, OFFICER, KEY EMPLOYEE AND MEMBER OF A COMMITTEE OF THE BOARD ANNUALLY: 1) TO REVIEW THE ORGANIZATION'S CONFLICT OF INTEREST POLICY ("THE POLICY"); 2) TO DISCLOSE ANY POSSIBLE PERSONAL, FAMILIAL, OR BUSINESS RELATIONSHIP THAT REASONABLY COULD GIVE RISE TO A CONFLICT OF INTEREST OR THE APPEARANCE OF A CONFLICT OF INTEREST; AND 3) TO ACKNOWLEDGE BY HIS OR HER SIGNATURE THAT HE OR SHE IS ACTING IN ACCORDANCE WITH THE LETTER AND SPIRIT OF THE POLICY. THE COMPLETED FORMS ARE REVIEWED BY THE MIDMICHIGAN HEALTH SECRETARY AND FILED FOR REFERENCE AS NEEDED. A LISTING OF ANY CONFLICTS ARE PROVIDED TO THE BOARD CHAIR, VICE CHAIR, AND PRESIDENT OF THE ORGANIZATION. VOTING BOARD MEMBERS WITH CONFLICTS ON SPECIFIC ISSUES MAY BE ASKED TO LEAVE THE MEETING DURING DISCUSSIONS AND AT A MINIMUM ARE REQUIRED TO ABSTAIN FROM VOTING ON ANY ISSUE IN WHICH THEY ARE NOT INDEPENDENT. FORM 990, PART VI, SECTION B, LINE 15 ALL CEOS AND OPERATING OFFICERS COMPENSATION IS ANNUALLY APPROVED BY AN INDEPENDENT COMPENSATION COMMITTEE OF MIDMICHIGAN HEALTH. THE COMPENSATION IS THEN REVIEWED BY THE BOARD OF DIRECTORS (OR SUBCOMMITTEE THEREOF). ALL OFFICERS AND KEY EMPLOYEE COMPENSATION IS REVIEWED ANNUALLY BY THE COMPENSATION COMMITTEE FOR ADHERENCE TO CORPORATE POLICIES. FOR DETAILED INFORMATION ON COMPENSATION, PLEASE SEE SCHEDULE J. FORM 990, PART VI, SECTION C, LINE 19 ALL DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART VII MEMBERS OF THE MIDMICHIGAN HEALTH CORPORATE BOARD RECEIVE AN ANNUAL RETAINER PAID IN JULY OF $3,600 AND $200 FOR EACH MEETING ATTENDED EITHER IN PERSON OR REMOTELY. THEY ARE CONSIDERED TO WORK AN AVERAGE OF 2 HOURS A WEEK ON BOARD-RELATED MATTERS. ALL OTHER INDIVIDUALS WITH REPORTABLE COMPENSATION ARE PAID BY EITHER THE REPORTING ORGANIZATION OR A RELATED ORGANIZATION FOR SERVICES RELATED TO A PART-TIME OR FULL-TIME POSITION. AVERAGE HOURS PER WEEK FOR THOSE WITH REPORTABLE COMPENSATION ARE RELATED TO THE AFOREMENTIONED POSITIONS. THOSE PERSONS WITH FULL-TIME POSITIONS ARE ESTIMATED TO WORK AN AVERAGE OF 50 HOURS A WEEK. FORM 990, PART IX, LINE 11G PURCHASED/CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 18,432,356. MANAGEMENT AND GENERAL EXPENSES 973,946. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 19,406,302. ASSOCIATION DUES & OTHER FEES: PROGRAM SERVICE EXPENSES 4,036,612. MANAGEMENT AND GENERAL EXPENSES 4,036,614. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 8,073,226. FORM 990, PART XI, LINE 9: PENSION -3,729,960. BOOK TAX DIFFERENCE FROM MHN K-1 -260,918. BOOK TAX DIFFERENCE FROM ISOMM K-1 22,422. MIDMICHIGAN COLLABORATIVE CARE ORG 4000 WELLNESS DR MIDLAND MI 48670 460548987 SUPPORT MI 93376 1313492 MIDMICHIGAN HEALTH MIDMICHIGAN MEDICAL CENTER - MIDLAND 4000 WELLNESS DR MIDLAND MI 48670 380833014 HOSPITAL MI 501(C)(3) LINE 3 MIDMICHIGAN HEALTH 1 MIDMICHIGAN MEDICAL CENTER - GRATIOT 300 E WARWICK DR ALMA MI 48801 381437919 HOSPITAL MI 501(C)(3) LINE 3 MIDMICHIGAN HEALTH 1 MIDMICHIGAN MEDICAL CENTER - CLARE 703 N MCEWAN ST CLARE MI 48617 381518643 HOSPITAL MI 501(C)(3) LINE 3 MIDMICHIGAN HEALTH 1 MIDMICHIGAN MEDICAL CENTER - GLADWIN 515 QUARTER ST GLADWIN MI 48624 386020434 HOSPITAL MI 501(C)(3) LINE 3 MIDMICHIGAN HEALTH 1 MIDMICHIGAN MEDICAL CENTER - ALPENA 1501 W CHISHOLM ST ALPENA MI 49707 386000029 HOSPITAL MI 501(C)(3) LINE 3 MIDMICHIGAN HEALTH 1 MIDMICHIGAN VNA DBA MIDMICHIGAN HOME CARE 3007 N SAGINAW RD MIDLAND MI 48640 381459397 HOME CARE MI 501(C)(3) LINE 10 MIDMICHIGAN HEALTH 1 MIDMICHIGAN PHYSICIANS GROUP 2620 W SUGNET RD MIDLAND MI 48640 383317788 MEDICAL OFFICE MI 501(C)(3) LINE 12A, I MIDMICHIGAN HEALTH 1 MIDMICHIGAN HEALTH DEVELOPMENT ASSOCIATES 4000 WELLNESS DR MIDLAND MI 48670 382459947 OPERATIONS MI 501(C)(2) MIDMICHIGAN HEALTH 1 MIDMICHIGAN HEALTH FOUNDATION 4000 WELLNESS DR MIDLAND MI 48670 812813405 FOUNDATION MI 501(C)(3) LINE 12A, I MIDMICHIGAN HEALTH 1 MIDMICHIGAN MEDICAL CENTER - WEST BRANCH 2463 S M-30 WEST BRANCH MI 48661 464088182 HOSPITAL MI 501(C)(3) LINE 3 MIDMICHIGAN HEALTH 1 TOLFREE FOUNDATION 335 E HOUGHTON AVE WEST BRANCH MI 48661 383067917 FUNDRAISING MI 501(C)(3) LINE 12A, I MIDMICHIGAN HEALTH 1 HOSPICE OF HELPING HANDS INC 322 W HOUGHTON AVE WEST BRANCH MI 48661 382424475 HOSPICE CARE MI 501(C)(3) LINE 10 1 MIDMICHIGAN HEALTH PAIN MANAGEMENT 2463 SOUTH M-30 WEST BRANCH MI 48661 834186622 HEALTHCARE PAIN MANAGEMENT MI N/A ISOMM 211 S CRAPO ST STE H MT PLEASANT MI 48858 270867311 MRI SERVICES MI MIDMICHIGAN HEALTH UNRELATED -22422 482815 0 -22422 0 0.51000 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 MIDMICHIGAN MEDICAL CENTER - WEST BRANCH B 9127000 COST MIDMICHIGAN HEALTH FOUNDATION C 73213 COST MIDMICHIGAN PHYSICIANS GROUP P 698843 COST MIDMICHIGAN MEDICAL CENTER - MIDLAND Q 33018201 COST MIDMICHIGAN MEDICAL CENTER - GRATIOT Q 7414206 COST MIDMICHIGAN PHYSICIANS GROUP Q 6618470 COST MIDMICHIGAN MEDICAL CENTER - CLARE Q 3029402 COST MIDMICHIGAN MEDICAL CENTER - GLADWIN Q 2697679 COST MIDMICHIGAN MEDICAL CENTER - ALPENA Q 5153519 COST MIDMICHIGAN VNA DBA MIDMICHIGAN HOME CARE Q 985982 COST MIDMICHIGAN HEALTH DEVELOPMENT ASSOCIATES Q 752249 COST MIDMICHIGAN MEDICAL CENTER - ALPENA S 276268 COST MIDMICHIGAN MEDICAL CENTER - ALPENA P 2210563 COST