2020-11-13T17:47:39-06:00 2019-12-31 KPMG LLP 3975 Freedom Circle Dr Suite 100 Santa Clara CA 95054 990 2019-01-01 680360801 JOHN MUIR PHYSICIAN NETWORK % CHRISTIAN PASS JOHN 9259393000 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 CHRISTIAN PASS CFO 9259393000 2020-05-01 true CAREY MCKEE P01281067 4083675764 2020-11-11 127.0.0.1 77070920203185000075 2020-11-13 P 142284C040319A5B2FED0EA50B062FC5C2478189 DC6468F60D59AC6C1D5A1B545B884D03AB814C1D 2019 2021-01-29 14:40:06Z X CHRISTIAN PASS 1400 TREAT BLVD 400 WALNUT CREEK CA 94597 426453711 false X WWW.JOHNMUIRHEALTH.COM X 1995 CA TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE WITH QUALITY AND COMPASSION. 15 14 1048 50 0 54102000 50909068 323731959 375444810 0 -54831 700 80592 377834659 426379639 14047000 12877849 0 0 69828782 78803476 0 0 0 300906282 344301006 384782064 435982331 -6947405 -9602692 131647986 193593405 60813645 127971092 70834341 65622313 X TO ESTABLISH, OPERATE AND MAINTAIN MULTI-SPECIALTY MEDICAL CLINICS FOR THE PROVISION OF HEALTHCARE SERVICES. ENGAGE IN, SPONSOR AND PROMOTE CHARITABLE HEALTHCARE, EDUCATIONAL AND MEDICAL RESEARCH ACTIVITIES AND PROVIDE HEALTH PLAN SERVICES AND PHYSICIAN PANEL TO OUR HEALTH PLAN PARTNERS FOR HMO. false false 283917094 263543954 CLINIC OPERATIONS: THE CLINIC OPERATIONS DIVISION PROVIDES PRIMARY CARE AND URGENT CARE SERVICES TO OVER 500,000 PATIENTS AT MORE THAN 38 CENTERS THROUGHOUT THE SERVICE AREA. THE PHYSICIAN NETWORK'S PRIMARY CARE AND URGENT CARE CENTERS ARE STAFFED BY APPROXIMATELY 150 PRIMARY CARE PHYSICIANS (FAMILY PRACTICE, INTERNAL MEDICINE AND PEDIATRICS, AMONG OTHERS) AFFILIATED WITH JOHN MUIR MEDICAL GROUP, INC., A CALIFORNIA PROFESSIONAL CORPORATION. IN ADDITION TO THE FOREGOING, THE CLINIC OPERATIONS DIVISION OPERATES THE PHYSICIAN NETWORK'S OSTEOPOROSIS CENTER, WEIGHT MANAGEMENT PROGRAM, AND HOSPITALIST PROGRAM. THE NETWORK ALSO HAVE SPECIALTY PHYSICIANS IN CARDIOLOGY, COLORECTAL CANCER, RHEUMATOLOGY AND OBSTETRICS. THE JOHN MUIR PHYSICIAN NETWORK RECEIVED ELITE STATUS FROM AMERICA'S PHYSICIAN GROUPS FOR THE NINTH CONSECUTIVE YEAR BASED UPON HOW WELL-EQUIPPED AND ORGANIZED THE NETWORK IS TO DELIVER A HIGH-QUALITY PATIENT EXPERIENCE, COORDINATE CARE AND PROVIDE FOR POPULATION HEALTH PROGRAMS, WHILE AT THE SAME TIME IMPROVING THE OVERALL AFFORDABILITY OF HEALTH CARE SERVICES. 105859771 12877849 106832379 MANAGED CARE DIVISION: THE JOHN MUIR PHYSICIAN NETWORK, A CALIFORNIA MEDICAL FOUNDATION, IS DELEGATED BY HMO HEALTH PLANS TO PROVIDE THE ADMINISTRATIVE AND MANAGEMENT SERVICES FOR HEALTH PLAN MEMBERS. THE MANAGED CARE DIVISION CONDUCTS MEDICAL MANAGEMENT, CLAIMS PROCESSING, ELIGIBILITY, PROVIDER CREDENTIALING, AUTHORIZATIONS, UTILIZATION MANAGEMENT AND QUALITY IMPROVEMENT. THE PHYSICIAN NETWORK MANAGES AND PROVIDES A PHYSICIAN PANEL FOR THE SELF-INSURED JOHN MUIR HEALTH EXCLUSIVE PROVIDER ORGANIZATION (EPO) PLAN FOR OVER 10,100 EMPLOYEES AND THEIR DEPENDENTS. AS PART OF ITS OPERATIONS, JOHN MUIR PHYSICIAN NETWORK OPERATES A MEDICARE ACCOUNTABLE ORGANIZATION, WHICH BRINGS TOGETHER GROUPS OF PROVIDERS WHO AGREE TO COORDINATE CARE FOR MEDICARE FEE-FOR-SERVICE BENEFICIARIES AND BE ACCOUNTABLE FOR THE QUALITY AND COST OF THEIR CARE (THROUGH A SYSTEM OF QUALITY METRICS AND SHARED SAVINGS). 5840735 5068477 CLINICAL RESEARCH DIVISION: JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER IS A TOP RATED AND HIGHLY REPUTABLE CLINICAL RESEARCH SITE IN OUR REGION. THE CLINICAL RESEARCH CENTER HAS COMPLETED OVER 450 CLINICAL TRIALS SPONSORED BY THE PHARMACEUTICAL AND BIOTECHNOLOGICAL INDUSTRY. JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER FOCUSES ON PHASE II, III AND IV CLINICAL TRIALS. WE PROVIDE RAPID ENROLLMENT, HIGH DATA INTEGRITY, AS WELL AS COMPASSIONATE AND QUALITY CARE TO OUR RESEARCH SUBJECTS. OUR RESEARCH MEDICAL DIRECTOR IS BOARD-CERTIFIED IN ENDOCRINOLOGY AND INTERNAL MEDICINE AND IS ALSO A CERTIFIED PRINCIPAL INVESTIGATOR BY THE ASSOCIATION OF CLINICAL RESEARCH PROFESSIONAL (ACRP). FIVE OF THE CLINICAL COORDINATORS ARE ALSO CERTIFIED BY ACRP. 395617600 true true 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 true false true false false false false false false false false false false false false false true true true false false true 598 0 true 1048 true false false false false false false false false false false false false X 15 14 true true false false true true true true true false false true true true true true true false false false CA X X CHRISTIAN PASS 9259393000 1400 TREAT BLVD STE 300 WALNUT CREEK CA 94597 X Calvin Knight Ex-Officio Director 5.0 70.0 X 0 2530367 1434370 Christian Pass Senior VP/CFO 5.0 70.0 X 0 823946 431991 Lee Huskins President/CAO 5.0 70.0 X 707495 0 381215 Paul Deeringer VP Strategy and Emerging Bus 60.0 0.0 X 477404 0 175774 Laura Kazaglis VP Primary Care Operations 60.0 0.0 X 372347 0 169012 Keith Pugliese VP Contracting and Risk Ops 60.0 0.0 X 340996 0 108336 Shelley Horwitz VP Physician Relations and Int 60.0 0.0 X 327814 0 109374 Tom Macmillan Director, Physician Services 60.0 0.0 X 273687 0 62587 Bazil Fonseca Executive Dir, Practice Mgmt 60.0 0.0 X 215357 0 75058 Darren Duncan Ex Dir, Network Dev and Risk 60.0 0.0 X 207897 0 58722 Mariam Mia Manager, Clinical Imaging 60.0 0.0 X 201773 0 56413 Krystal Fong Supervisor, Pharmacy 60.0 0.0 X 224726 0 33379 John Sayres SECRETARY 5.0 10.0 X 0 25000 0 Kathleen Odne VICE CHAIRMAN 5.0 10.0 X X 0 25000 0 Robert E Edmondson Chairman and Treasurer 5.0 10.0 X X 0 25000 0 Anne Grodin DIRECTOR 5.0 10.0 X 0 25000 0 Taejoon Ahn MD DIRECTOR 5.0 10.0 X 0 25000 0 Chi Perloth MD DIRECTOR 5.0 10.0 X 0 22500 0 Johnannes Peters MD DIRECTOR 5.0 10.0 X 0 22500 0 John Merson MD DIRECTOR 5.0 10.0 X 0 18750 0 Roger Bailey DIRECTOR 5.0 10.0 X 0 18750 0 Mark Musco MD DIRECTOR 5.0 10.0 X 0 15000 0 Jack Thompson DIRECTOR 5.0 10.0 X 0 0 0 Jay Harris DIRECTOR 5.0 10.0 X 0 0 0 Laura Markstein DIRECTOR (As of 5/31/19) 5.0 10.0 X 0 0 0 Ravi Hundal MD DIRECTOR 5.0 10.0 X 0 0 0 3349496 3576813 3096231 122 false true true JOHN MUIR MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 116594106 JOHN MUIR CARDIOVASCULAR GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 17868782 BAY AREA SURGICAL SPECIALIST PO BOX 97297 LAS VEGAS NV 89193 MEDICAL 14942629 JOHN MUIR SPECIALITY GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 12003192 ALLERGY ASTHMA MEDICAL GROUP 370 N WIGET LANE SUITE 210 WALNUT CREEK CA 94598 MEDICAL 6808468 101 50909068 0 50909068 NET PATIENT REVENUE 624100 155207541 155207541 PREMIUM REVENUE 624100 118577972 118577972 OTHER SERVICE REVENUE 624100 101659297 101659297 375444810 0 0 0 0 0 0 19241 74072 -54831 -54831 -54831 0 0 0 0 0 0 0 0 0 OTHER REVENUE 900099 80592 80592 80592 426379639 375444810 25761 X 12877849 12877849 0 0 0 3169766 2725999 443767 0 57106872 55135019 1971853 3592444 3223860 368584 10868130 10492862 375268 4066264 3824728 241536 989461 791569 197892 117906 94325 23581 0 0 0 0 246531279 245324739 1206540 0 1415919 877870 538049 0 0 17267377 16576682 690695 90520 72416 18104 0 0 1839736 1839736 0 13147647 11545675 1601972 1856384 1856384 ADMINISTRATIVE SERVICES 32424349 32424349 PHARMACEUTICALS 23591282 23591282 UNCOLLECTIBLE ACCOUNTS 2193751 2193751 MEDICAL SUPPLIES 1825621 1825621 1009774 747233 262541 435982331 395617600 40364731 0 12434 12749 8421145 14021663 0 0 19540943 22310509 0 0 0 0 0 0 0 114598 316199 1841204 198614792 46658549 100294987 151956243 0 0 0 0 0 0 2292276 2287276 770002 1049163 131647986 193593405 15912011 17526071 0 0 1671817 165524 0 0 0 0 0 0 0 0 0 0 43229817 110279497 60813645 127971092 X 70834341 65622313 0 0 70834341 65622313 131647986 193593405 -9602692 4390664 X false true X true false X X 1 JOHN MUIR HEALTH 941461843 3 true 12497157 382739751 JOHN MUIR BEHAVIORAL HEALTH 680249685 3 false 380692 0 2 12877849 382739751 false false false false false true false false false false false false false false false true false SCHEDULE A, PART I, LINE 11G, COLUMN VI IN SUPPORT OF JOHN MUIR HEALTH'S MISSION TO PROVIDE A NETWORK OF PRIMARY CARE AND SPECIALTY PHYSICIANS TO THE COMMUNITIES THEY SERVE, JOHN MUIR PHYSICIAN NETWORK HAS SUPPORTED PROGRAMS TOTALING $382,739,751 DURING 2019. SEE SCHEDULE O FOR ADDITIONAL DETAIL REGARDING THE PROGRAMS THAT WERE FUNDED. SUPPORTED ORGANIZATIONS NOT LISTED IN GOVERNING DOCUMENTS SCHEDULE A, PART IV, SECTION A, LINE 1 JOHN MUIR HEALTH IS THE SOLE MEMBER OF JOHN MUIR BEHAVIORAL HEALTH, WHICH IS PART OF THE JOHN MUIR HEALTH SYSTEM. JOHN MUIR HEALTH AND JOHN MUIR BEHAVIORAL HEALTH SHARE THE SAME PRESIDENT/CEO, CFO AND BOARD OF DIRECTORS. SUPPORT PROVIDED TO OTHER THAN SUPPORTED ORGANIZATIONS SCHEDULE A, PART IV, SECTION A, LINE 6 JOHN MUIR PHYSICIAN NETWORK ALSO PROVIDES SUPPORT TO JOHN MUIR BEHAVIORAL HEALTH THAT IS PART OF THE JOHN MUIR HEALTH SYSTEMS. GRANTS PROVIDED TO OTHER ORGANIZATIONS MUST ALIGN WITH JOHN MUIR PHYSICIAN NETWORK AND JOHN MUIR HEALTH'S MISSIONS. GRANTS ARE MONITORED BY JOHN MUIR FINANCIAL MANAGEMENT TO ENSURE RESTRICTED FUNDS ARE USED CONSISTENT WITH THE 501(C)(3) PURPOSES AS DESCRIBED IN SECTION 170(C)(2)(B). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 14640000 14640000 86412383 13719848 72692535 66934755 13763563 53171192 29703545 19175138 10528407 924109 924109 151956243 0 LEASE LIABILITIES 106690023 LIABILITY TO RELATED PARTY 2546466 OTHER LIABILITES 1043008 110279497 X 424185888 424185888 2193751 2193751 426379639 433788580 433788580 2193751 2193751 435982331 UNCERTAIN TAX POSITIONS SCHEDULE D, PART X, LINE 2: THE HEALTH SYSTEM RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED. RECOGNIZED INCOME TAX POSITIONS ARE MEASURED USING THE LARGEST AMOUNT THAT EXCEEDS A 50% PROBABILITY OF BEING REALIZED. CHANGES IN RECOGNITION OR MEASUREMENT ARE REFLECTED IN THE PERIOD IN WHICH THE CHANGE IN ESTIMATE OCCURS. REVENUE REPORTED GROSS ON FORM 990, REPORTTED NET ON AUDITED FIN'L STMTS SCHEDULE D, PART IX, LINE 4B UNCOLLECTIBLE ACCOUNTS $2,193,751 EXPENSES REPORTED GROSS ON FORM 990, REPORTED NET ON AUDITED FIN'L STMTS SCHEDULE D, PART XII, LINE 4B UNCOLLECTIBLE ACCOUNTS $2,193,751 true John Muir Health 1400 Treat Blvd Suite 300 Walnut Creek CA 94597 941461843 501 (C ) (3) 12497157 N/A N/A General Support John Muir Behavioral Health 1400 Treat Blvd Suite 300 Walnut Creek CA 94597 680249685 501 (C ) (3) 380692 N/A N/A General Support 2 GRANT MONITORING PROCESS SCHEDULE I, PART I, LINE 2 JOHN MUIR HEALTH FINANCIAL MANAGEMENT MONITORS THE USE OF RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. false true false false false false false false false John Sayres SECRETARY 25000 0 0 0 0 0 25000 0 0 Calvin Knight Ex-Officio Director 1229077 687227 614063 0 1419944 0 14426 0 3964737 0 1259503 Christian Pass Senior VP/CFO 618455 195695 9796 0 399574 0 32417 0 1255937 0 195695 Lee Huskins President/CAO 488715 206080 12700 362256 0 18959 0 1088710 0 206080 0 Keith Pugliese VP Contracting and Risk Ops 283562 43045 14389 81680 0 26656 0 449332 0 43045 0 Laura Kazaglis VP Primary Care Operations 309667 37850 24830 152586 0 16426 0 541359 0 37850 0 Paul Deeringer VP Strategy and Emerging Bus 414467 50863 12074 154165 0 21609 0 653178 0 50863 0 Shelley Horwitz VP Physician Relations and Int 272258 37908 17648 91227 0 18147 0 437188 0 37908 0 Bazil Fonseca Executive Dir, Practice Mgmt 197878 16620 859 53449 0 21609 0 290415 0 0 0 Darren Duncan Ex Dir, Network Dev and Risk 167563 38585 1749 51674 0 7048 0 266619 0 0 0 Krystal Fong Supervisor, Pharmacy 212537 9510 2679 24735 0 8644 0 258105 0 0 0 Mariam Mia Manager, Clinical Imaging 185463 12022 4288 37454 0 18959 0 258186 0 0 0 Tom Macmillan Director, Physician Services 249364 22001 2322 53943 0 8644 0 336274 0 0 0 EXECUTIVE COMPENSATION PROCESS SCHEDULE J, PART I, LINE 3 JOHN MUIR HEALTH, A RELATED TAX-EXEMPT ORGANIZATION OF JOHN MUIR PHYSICIAN NETWORK, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE and permanently EXECUTIVE COMPENSATION PROCESS SCHEDULE J, PART I, LINE 4B Retirement Restoration Plan Employees eligible for the Retirement Restoration Plan are either Senior Vice President or Vice President level employees. Employer contributions are made to the plan on behalf of eligible employees. The annual increase in actuarial value of the plan benefit is reported in Part II, Column C. Vesting for the Restoration Plan is at the earliest of the following: reaching age 65 with at least three years of service, becoming totally and permanently disabled, involuntary termination for any reason other than cause, change of control of John Muir Health, or death. Restoration Plan benefits are payable and taxable upon vesting. No plan benefit payments were made during the year. The following executives participated in the plan and earned the following benefit during the year: Paul Deeringer $33,735 Keith Pugliese $36,956 Laura Kazaglis $90,081 Shelley Horwitz $37,566 Supplemental Executive Plan EMPLOYEES ELIGIBLE FOR THE SUPPLEMENTAL EXECUTIVE PLAN ARE EITHER CEO, CFO OF JOHN MUIR HEALTH, CEO OR CAO OF JOHN MUIR PHYSICIAN NETWORK, AND CURRENT EMPLOYEES THAT PREVIOUSLY HELD ONE OF THOSE POSITIONS. EMPLOYER CONTRIBUTIONS ARE MADE TO THE PLAN ON BEHALF OF ELIGIBLE EMPLOYEES. THE ANNUAL INCREASE IN ACTUARIAL VALUE OF THE PLAN BENEFIT IS REPORTED IN PART II, COLUMN C. VESTING FOR THE SUPPLEMENTAL EXECUTIVE PLAN IS AT THE EARLIEST OF THE FOLLOWING: REACHING AGE 65 WITH AT LEAST THREE YEARS OF SERVICE, BECOMING DISABLED, INVOLUNTARY TERMINATION FOR ANY REASON OTHER THAN CAUSE, TERMINATION UPON CHANGE OF CONTROL OF JOHN MUIR HEALTH, OR DEATH. BENEFITS ARE PAYABLE AND TAXABLE UPON VESTING. CALVIN KNIGHT RECEIVED A LUMP SUM PAYMENT OF $572,276 DURING 2019. THE FOLLOWING EXECUTIVES PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFIT DURING THE TAX YEAR: CALVIN KNIGHT $639,331 CHRISTIAN PASS $165,026 LEE HUSKINS $126,287 COMPENSATION PAID BY UNRELATED ORGANIZATION FORM 990, PART VII, SECTION B, LINE 5 DARREN DUNCAN WAS COMPENSATED BY THE JOHN MUIR PHYSICIAN NETWORK FROM JANUARY 1 TO SEPTEMBER 30, 2019. THAT COMPENSATION PAID BY JOHN MUIR PHYSICIAN NETWORK IS REPORTED IN PART II. ADDITIONALLY, DARREN DUNCAN WAS COMPENSATED $48,953 BY OPTUM, A MANAGEMENT COMPANY EMPLOYED BY JOHN MUIR HEALTH, FOR SERVICES RENDERED TO JOHN MUIR PHYSICIAN NETWORK FROM OCTOBER 1 TO DECEMBER 31, 2019. THAT COMPENSATION PAID BY OPTUM IS NOT REFLECTED IN PART II. FAMILY OR BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 2 BOARD MEMBERS TAEJOON AHN, M.D. AND RAVI HUNDAL, M.D. HAVE A BUSINESS RELATIONSHIP. MANAGEMENT COMPANY FORM 990, PART VI, SECTION A, LINE 3 JOHN MUIR HEALTH HAS ENGAGED OPTUM TO MANAGE NON CLINICAL FUNCTIONS, INCLUDING INFORMATION TECHNOLOGY, REVENUE CYCLE MANAGEMENT, ANALYTICS, PURCHASING AND CLAIMS PROCESSING. OPTUM ALSO SUPPORTS AND FURTHUR ENHANCES JOHN MUIR PHYSICIAN NETWORK'S AMBULATORY CARE COORDINATION AND UTILIZATION MANAGEMENT SERVICES. OPTUM BRINGS AN EXTENSIVE SET OF CAPABILITIES, INCLUDING OPERATIONAL TECHNOLOGIES, ANALYTIC SOLUTIONS AND TOOLS, AND ADMINISTRATIVE SERVICE EXPERTISE TO HELP JOHN MUIR HEALTH FURTHER ADVANCE ITS CLINICAL AND OPERATIONAL PERFORMANCE. ONE EMPLOYEE REPORTED IN PART VII, DARREN DUNCAN, WAS COMPENSATED BY JOHN MUIR PHYSICIAN NETWORK FROM JANUARY 1 TO SEPTEMBER 30 AND OPTUM FROM OCTOBER 1 TO DECEMBER 31, 2019. SEE ADDITIONAL COMPENSATION INFORMATION IN SCHEDULE J, PART III. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF THE JOHN MUIR PHYSICIAN NETWORK. POWER TO ELECT OR APPOINT MEMBERS OF GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7A THE BYLAWS OF JOHN MUIR PHYSICIAN NETWORK PROVIDE THAT THE VOTING AND NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH, THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, SHALL SERVE EX-OFFICIO AS THE VOTING AND NON-VOTING MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. AS A RESULT, THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH CONTROLS THE NUMBER, APPOINTMENT, TERM AND REMOVAL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK. GOVERNANCE DECISIONS SUBJECT TO APPROVAL BY THE MEMBER FORM 990, PART VI, SECTION A, LINE 7B JOHN MUIR HEALTH, AS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, ALSO HAS THE RIGHT TO APPROVE CERTAIN ACTIONS IN ACCORDANCE WITH THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, INCLUDING THE VOLUNTARY DISSOLUTION OF JOHN MUIR PHYSICIAN NETWORK, THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF JOHN MUIR PHYSICIAN NETWORK, AND THE MERGER OF JOHN MUIR PHYSICIAN NETWORK WITH OR INTO ANY OTHER ENTITY. REVIEW OF FORM 990 BY GOVERNING BODY FORM 990, PART VI, SECTION B, LINE 11B THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. AN OVERVIEW OF THE FORM 990, WITH SUFFICIENT DETAIL, IS PRESENTED TO THE BOARD WITH THE COMPLETED FORM 990. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR THEIR DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF THE JOHN MUIR PHYSICIAN NETWORK WILL FILE THE FINAL FORM 990 AS REQUIRED. CONFLICT OF INTEREST MONITORING FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, THE JOHN MUIR HEALTH (JMH) BOARD CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO BOARD MEMBERS, ALONG WITH A CONFLICT OF INTEREST DISCLOSURE FORM REQUIRED TO BE COMPLETED AND SIGNED. DISCLOSED CONFLICTS ARE COMPILED IN A DOCUMENT AND REVIEWED BY THE BOARD CHAIR, PRESIDENT/CEO, AND GENERAL COUNSEL. TOGETHER, THESE INDIVIDUALS MONITOR ANY POTENTIAL CONFLICTS AND THE GENERAL COUNSEL ATTEND BOARD MEETINGS TO ENSURE COMPLIANCE WITH THE POLICY. TRANSACTIONS INVOLVING A POTENTIAL CONFLICT ARE REVIEWED AND APPROVED IN ADVANCE BY THE GENERAL COUNSEL, GOVERNANCE COMMITTEE AND FOR CERTAIN TRANSACTIONS WITH THE CURRENT BOARD MEMBERS, THE BOARD. THE POLICY ALSO REQUIRES BOARD MEMBERS TO DISCLOSE CONFLICTS DURING THE YEAR AND RECUSE THEMSELVES FROM VOTING ON ANY MATTERS RELATED TO A CONFLICT. AS QUESTIONS ABOUT POTENTIAL CONFLICTS ARISE DURING THE YEAR, THE GENERAL COUNSEL REVIEWS THEM WITH THE AFFECTED BOARD MEMBER, THE PRESIDENT/CEO AND THE BOARD CHAIR. TO ENSURE THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED, INCLUDING PERIODIC REVIEWS OF ITS TRANSACTIONS OR ARRANGEMENTS WITH ITS OFFICERS AND BOARD MEMBERS, AND ANY OTHER INDIVIDUAL OR ENTITIES THAT MAY HAVE A SUBSTANTIAL INFLUENCE OVER THE BUSINESS AND AFFAIRS OF THE ORGANIZATION. EXECUTIVE COMPENSATION FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS AND KEY EMPLOYEES ARE ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. THE COMPENSATION COMMITTEE IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED OF NO LESS THAN 5 VOTING DIRECTORS, NONE OF WHICH HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION TRANSACTIONS UNDER CONSIDERATION. THE COMPENSATION COMMITTEE UTILIZES AN OUTSIDE EXPERT COMPENSATION CONSULTANT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA OF SIMILARLY SITUATED ORGANIZATIONS FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITES. THAT DATA IS USED BY THE COMPENSATION COMMITTEE TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. THE COMMITTEE'S DELIBERATIONS AND DECISIONS REGARDING THESE COMPENSATION ARRANGEMENTS ARE DOCUMENTED IN THE COMMITTEE MINUTES THAT ARE REVIEWED AT ITS NEXT MEETING. THE DOCUMENTED MINUTES INCLUDE (1) TERMS OF THE COMPENSATION ARRANGEMENT, INCLUDING DATE IT WAS APPROVED; (2) A DESCRIPTION OF THE COMPARABLE DATA RELIED UPON BY THE COMMITTEE AND HOW IT WAS OBTAINED; 3) A LIST OF THE MEMBERS PRESENT DURING THE DELIBERATIONS AND HOW THE MEMBERS VOTED; 4) ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF ANY MEMBER OF THE COMMITTEE WHO HAD A POTENTIAL CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. DOCUMENTS AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION C, LINE 19 AUDITED FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE FROM THE JOHN MUIR HEALTH LEGAL DEPARTMENT UPON REQUEST. PRIOR PERIOD ADJUSTMENTS FORM 990, PART XI, LINE 8 THE ADJUSTMENT TO PRIOR PERIOD NET ASSETS WAS A RESULT OF JOHN MUIR PHYSICIAN NETWORK ADOPTING A NEW ACCOUNTING PRONOUNCEMENT (TOPIC 842) FOR LEASE ACCOUNTING. FORM 990 PART IX LINE 11G DESCRIPTION:OTHER PROFESSIONAL FEES TOTAL FEES:XXX-XX-XXXX FORM 990 PART IX LINE 11G DESCRIPTION:OTHER PURCHASED SERVICES TOTAL FEES:XXX-XX-XXXX FORM 990 PART IX LINE 11G DESCRIPTION:OTHER PHYSICIAN FEES TOTAL FEES:1762 JOHN MUIRMT DIABLO COMMUNITY HEALTH FU 5003 COMMERCIAL CIR STE 275 CONCORD CA 94520 911788973 GRANTMAKING CA 501(C)(3) 12c, III-FI JM HEALTH true JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BLVD SUITE 300 WALNUT CREEK CA 94597 680249685 HEALTHCARE CA 501(C)(3) 3 JM HEALTH true JOHN MUIR HEALTH FOUNDATION 1400 TREAT BLVD SUITE 300 WALNUT CREEK CA 94597 942650855 FUNDRAISING CA 501(C)(3) 7 JM HEALTH true JOHN MUIR HEALTH 1400 TREAT BLVD SUITE 300 WALNUT CREEK CA 94597 941461843 HEALTHCARE CA 501(C)(3) 3 NA false JOHN MUIR MAGNETIC IMAGING 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680202020 DIAG IMAGING CA NA NEUROSCAN 115 LA CASA VIA SUITE 202 WALNUT CREEK CA 94597 680017617 DIAG IMAGING CA NA BAY AREA SURGICAL VENTURES 30 S WACKER DRIVE SUITE 2302 CHICAGO IL 60606 203052802 MED SERVICES CA NA JOHN MUIRMT DIABLO PARENT COMPANY 1400 TREAT BLVD WALNUT CREEK CA 94597 900060434 INACTIVE CA NA C Corp false false true true false false false false false false true true false true false true true true false false JOHN MUIR HEALTH b 12497157 EXPENSES PAID JOHN MUIR BEHAVIORAL HEALTH b 380692 EXPENSES PAID JOHN MUIR HEALTH c 50909068 CASH RECEIVED JOHN MUIR HEALTH j 2305000 AGREEMENT TERMS JOHN MUIR HEALTH k 131968 AGREEMENT TERMS JOHN MUIR HEALTH m 9643000 EXPENSES PAID JOHN MUIR HEALTH q 78849044 FMV SHARED SVS