2019-11-12T02:57:12-06:00 2018-12-31 861065772 DELOITTE TAX LLP 111 S WACKER DRIVE CHICAGO IL 60606 990 2018-01-01 310887133 CAMC Foundation Inc CAMC 3043889860 PO Box 1547 Charleston WV 253261547 E Gail Pitchford President 3043889860 2019-11-07 1 Rachel Henderson-Pennington P01499421 3124861000 167.219.0.212 2019-11-07 14:19:09 CS P E9C924457B5D275461852EC86B70A375E5271692 0E4C15207DC127BDB52450F77D4060F40C3F1AE4 2018 2020-04-17 16:48:07Z CAMC Foundation E Gail Pitchford 3414 Staunton Avenue Charleston WV 25304 78460724 0 X www.camcfoundation.org X 1976 WV Raise funds to assist Charleston Area Medical Center, Inc. in its healthcare mission. 23 18 7 69 0 0 1870634 1424329 0 0 9504506 17495854 548818 518982 11923958 19439165 2818971 4149031 0 0 693398 304231 0 0 417486 1146336 1434450 4658705 5887712 7265253 13551453 245990635 231956727 768574 564750 245222061 231391977 X CAMC Foundation, Inc. ("CAMC Foundation") is organized and operated exclusively for the purpose of receiving gifts, grants, contributions, devises and bequests, holding the same primarily as endowment funds, and making distributions of such funds, and the income received from the investment of the same, to or for the benefit of Charleston Area Medical Center, Inc. ("CAMC"), a not-for-profit corporation organized under the laws of the State of West Virginia. CAMC's primary exempt purpose is to provide hospital and health services for the people residing in the area of Charleston, West Virginia. 0 0 3721427 3721427 CAMC Foundation, Inc. provides support to or for the benefit of Charleston Area Medical Center, Inc. Grants were approved for research, education, and medical assistance. 265646 265646 CAMC Foundation, Inc. provides support to or for the benefit of CAMC Health Education and Research Institute, Inc. Grants were approved for research and education. 161958 161958 CAMC Foundation, Inc. provides support to or for the benefit of approximately 114 individuals and companies, particularly low-income individuals and families. 4149031 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 1 13 0 1 7 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 23 18 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X Jeff Sandene 3043887603 501 Morris Street Charleston WV 25301 E Gail Pitchford President 50.00 1.00 X X 0 272350 133264 Dale Clowser Chairman 0.50 0.00 X X 0 0 0 Eric A Hicks Vice Chairman 0.50 0.00 X X 0 0 0 Ted H Brady Secretary 0.50 0.00 X X 0 0 0 Jennifer Dial Treasurer 0.50 0.00 X X 0 0 0 Maryclaire Akers Director 0.50 0.00 X 0 0 0 John A Cavender Director 0.50 0.00 X 0 0 0 Lisa S Dobbins Director 0.50 0.00 X 0 0 0 David Ferretti Director (start 5/18) 0.50 0.00 X 0 0 0 Timothy J Gibson Director 0.50 0.00 X 0 0 0 William L Harris MD Director 0.50 0.00 X 0 0 0 Marion S Jones Director 0.50 40.00 X 0 211394 33071 Charles Loeb Director 0.50 0.00 X 0 0 0 Diana L Long Director 0.50 0.00 X 0 0 0 Douglas P Meeks Director 0.50 0.00 X 0 0 0 Ronald A Murad Director 0.50 0.00 X 0 0 0 Ann Orders Director 0.50 0.00 X 0 0 0 Nicholas J Oxley Director 0.50 0.00 X 0 0 0 David L Ramsey Director & CAMCHSI CEO 1.00 56.00 X 0 1118814 220873 William Rice Jr Director 0.50 6.00 X 0 0 0 E Michael Robie DO Director (start 11/18) 0.50 52.50 X 0 319863 23629 Art Rubin DO Director (start 5/18) 0.50 1.00 X 0 62248 0 Seyed A Shams MD Director (end 10/18) 0.50 52.50 X 0 308257 40043 Andy R Tanner DO Director 0.50 0.00 X 0 0 0 Jeff Sandene CFO-CAMCHSI 5.00 55.00 X 0 613479 225898 0 2906405 676778 0 0 1 0 0 467110 957219 43499 1424329 6763622 6763622 591447 38627 552820 552820 552820 69554393 58822161 10732232 10732232 10732232 126933 467110 160771 -33838 -33838 19439165 0 0 18014836 4059798 4059798 89233 89233 235896 70769 165127 8317 2495 5822 42676 12803 29873 17342 5203 12139 254912 254912 4493 4493 33200 33200 872869 872869 14347 14347 103345 103345 17960 17960 33551 33551 10609 10609 2121 636 1485 8260 8260 49903 49903 35019 35019 Fundraising 85348 85348 Purchased Services 7000 7000 Dues and Subscriptions 3325 3325 Donor Recognition 2951 2951 -104763 -104763 5887712 4149031 1321195 417486 568109 691197 13714417 11606761 790638 518446 7805 13607 7371031 530025 7570739 6841006 223281266 212231235 57661 54475 245990635 231956727 68403 66356 700171 498394 768574 564750 X 171503259 161741497 49453726 44557548 24265076 25092932 245222061 231391977 245990635 231956727 13551453 -27381537 0 X 0 1 X 1 0 X X 1 Charleston Area Medical Center Inc 550526150 3 1 3721427 0 1 3721427 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Part I, Line 12(g)(v): CAMC Foundation, Inc. ("Foundation") is organized and operates for the purpose of receiving gifts, grants, contributions, devises and bequests for the benefit of Charleston Area Medical Center, Inc. Foundation's mission is to support and promote CAMC's delivery of excellent and compassionate health services and CAMC's contribution to the quality of life and economic vitality of the region. This is accomplished through support of many services to CAMC patients and employees. Part IV, Section C, Line 1: The sole voting member of Charleston Area Medical Center, Inc. ("CAMC") is CAMC Health System, Inc. ("CAMCHSI"). The sole voting member of CAMC Foundation, Inc. ("Foundation") is CAMCHSI. Therefore, CAMC and Foundation are under the common control of CAMCHSI. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 73718803 1526157 -2739167 2663539 191772 69650482 64546162 2011899 8764657 1349757 254158 73718803 59884466 1191908 4491761 817578 204395 64546162 65682948 1613395 -1849401 4942931 619545 59884466 72350634 1186406 2172285 9884074 142303 65682948 0.36000 0.64000 0 0 5185685 5185685 2101101 484192 1616909 84245 45833 38412 6841006 Affiliate Payable-Charleston Area Medical Center. 235060 Affiliate Payable-CHERI 258146 Annuity Payable 5188 498394 X Part V, Line 4: CAMC Foundation, Inc. has over 100 endowment funds, many of which have been established to support cancer, heart, children, education, and research funds. These funds support various projects within CAMC as designated by the specific fund. Funds are set up throughout the year by individuals in the community to honor a member of their family who has survived an adverse medical situation and those who want to honor a deceased member of their family or someone in the community who has been a dedicated leader. Part X, Line 2: CAMC Foundation, Inc. financial statements are audited as part of the financial statements of CAMC Health System, Inc. and Subsidiaries (collectively, the "System"). Language regarding ASC 740 (FIN 48) included in the consolidated footnotes is as follows: "The IRS has determined that CAMC, the Foundation, the Institute and the Health Network are exempt from income taxes under Section 501 (c)(3) of the Code and applicable state statutes. The System does not have any material uncertain tax positions as of December 31, 2018." 2018 Gala 358550 288390 70160 47536 14900 41128 2018 Golf 165000 125270 39730 3000 13715 8491 16499 1 70493 53450 17043 10030 250 318 760 4144 594043 467110 126933 3000 10030 13965 56345 15660 61771 160771 -33838 1 Charleston Area Medical Center Inc PO Box 1547 Charleston WV 253261547 550526150 501(c)(3) 3721427 General Support CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 501(c)(3) 265646 General Support West Virginia University Physicians of Charleston 3110 MacCorkle Avenue Charleston WV 25304 550779739 501(c)(3) 49238 General Support 3 0 Assistance to CAMC Health System, Inc., and Subsidiaries' employees for personal financial emergencies such as funeral expenses or travel, replacement of essential personal items lost due to theft, fire or other disaster, illness, emergency housing or relocation to escape dangerous living conditions. 114 89233 Part I, Line 2: The Grantee of each approved grant is required to provide a mid-year report, as well as a year-end report, on the distribution and usage of grant funds. 0 1 0 0 0 0 0 0 0 E Gail Pitchford President 0 188577 0 100 0 83673 0 107217 0 26047 0 405614 0 35464 Marion S Jones Director 0 210469 0 100 0 825 0 7604 0 25467 0 244465 0 0 David L Ramsey Director & CAMCHSI CEO 0 829721 0 100 0 288993 0 188500 0 32373 0 1339687 0 85785 E Michael Robie DO Director (start 11/18) 0 305750 0 0 0 14113 0 11000 0 12629 0 343492 0 0 Seyed A Shams MD Director (end 10/18) 0 271903 0 0 0 36354 0 11000 0 29043 0 348300 0 0 Jeff Sandene CFO-CAMCHSI 0 473618 0 100000 0 39861 0 190117 0 35781 0 839377 0 0 Part I, Line 3 The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMC Health System, Inc. subsidiaries (including Foundation) and executives (including Foundation's President). The Committee uses the data to determine the total compensation of Foundation's President and other executive officers. This data is reviewed every two years. Part I, Line 4b Supplemental Executive Retirement Plan ("SERP"). Participants are key officers of CAMCHSI and subsidiaries. Terms and Conditions of SERP plan: Defined Benefit. Vest at age 60, or later, if one time postponement is made prior to age 59. Deferred vesting date cannot be earlier than age 65 or later than age 68. Benefit at age 60 with 30 years of service is computed as the difference between 55% of Final Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan, Non-Qualified Retirement Restoration Plan and 50% of projected age 62 Primary Social Security Benefit. Eligible to receive SERP benefits upon earliest of: normal retirement or date elected, if extended; death; disability; involuntary termination without cause. Early retirement at age 55 with at least 5 years of service reduced 1.83% for each year of service less 30 and 0.5% reduction for each month prior to Normal Retirement Date (age 60). Taxes due upon distribution. Subject to the Substantial Risk of Forfeiture. CEO Supplemental Executive Retirement Plan ("SERP"): Participant-CEO Terms and Conditions of CEO SERP Plan: Defined Contribution. Vest at age 65. Benefit at age 65 projected as the difference between 60% of Final 5 Year Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan and 50% of projected age 65 Primary Social Security Benefit. Actual benefits will depend upon simulated investment results based on investment options selected by participant. Eligible to receive SERP benefits upon earliest of: deferred vesting date; death; disability; involuntary termination without cause. Taxes due upon vesting. Subject to the Substantial Risk of Forfeiture. Under the Execu-Flex Benefit Plan (409A), executives receive 11% of their salary in flex allowance. This flex allowance is used to elect executive benefits. Any remaining flex allowance is credited to a tax-deferred Capital Accumulation Account. The minimum vesting period is two years, maximum is age 68. A two year non-compete agreement (Substantial Risk of Forfeiture Agreement) applies if termination of employment occurs prior to the vesting date. Certain participants had amounts vested and included as reportable compensation this year, as detailed below: David L. Ramsey - $228,835 E. Gail Pitchford - $52,658 X 4 2025 Cost or Selling Price X 2345 Cost or Selling Price X 5 21634 Cost or Selling Price X 20 3735 Cost or Selling Price X Miscellaneous 33 12515 Cost or Selling Pric X Fitness 10 1245 Cost or Selling Pric 0 0 1 0 Part I, Column (b): Column (b) refers to number of items contributed, except for Part I, Line 9 Securities which refers to number of contributions. Form 990, Part VI, Section A, line 2 Marion S. Jones, David L. Ramsey, Jeff Sandene, Art Rubin, Seyed A. Shams, M.D., and E. Michael Robie, D.O. have a business relationship due to employment by a related company within the Health System. Form 990, Part VI, Section A, line 6 CAMC Health System, Inc. ("CAMCHSI") is Foundation's sole voting member. Form 990, Part VI, Section A, line 7a CAMC Health System, Inc. ("CAMCHSI") is Foundation's sole voting member and has authority to elect all voting directors of Foundation other than ex-officio directors named in Foundation's governing documents. The sole voting member has the sole authority to amend Foundation's governing documents. Form 990, Part VI, Section A, line 7b CAMCHSI is Foundation's sole voting member and has reserved powers under Foundation's governing documents, which provide that decisions of Foundation's governing body such as election of officers, approval of annual budgets and borrowings are subject to approval by the sole voting member. The sole voting member also has all approval powers provided to members of West Virginia nonprofit corporations under state law. Form 990, Part VI, Section B, line 11b The organization compiles necessary information for Form 990 with various officers and directors of the organization and its affiliates. The return is then prepared and reviewed by an external consultant firm. The CAMC Health System, Inc. Chief Financial Officer reviews the completed Form 990 with the CAMC Foundation, Inc. Board of Directors. Form 990, Part VI, Section B, line 12c Corporate officers, including the President and Secretary, develop the agendas for board meetings and identify and resolve potential conflict of interest issues relative to action items. Annual disclosure procedures are implemented and the President and the CAMC Health System, Inc. Board of Directors Nominating Committee periodically review conflict situations. The organization's conflict of interest policy requires all disclosed conflicts to be reported by the Chief Compliance Officer to the CAMC Health System Management Compliance Committee. The Compliance Officer will inform the Board of Directors Audit Committee at their next scheduled meeting of all such activities approved by the CAMC Health System Management Compliance Committee. The Manager (the direct supervisor of a company representative) may concur with the Compliance Officer's decision or may ask that the CAMC Health System Management Compliance Committee review the Conflict of Interest Form in question. The CAMC Health System Management Compliance Committee will then review the conflict of interest in question at the next meeting and their decision is final. Form 990, Part VI, Section B, line 15 The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMCHSI companies and executives. The Committee uses the data to determine the total compensation of Foundation's President. The data is reviewed every two years. Form 990, Part VI, Section C, line 19 The organization's audit is part of a consolidated financial audit for CAMC Health System, Inc. and Subsidiaries. Consolidated audited financial statements are available online at CAMC.org. They are also filed with the WV Health Care Authority where they are available online and in person. There is no formal method of making the organization's bylaws and conflict of interest policy publicly available, but they are available upon request. The organization's Articles of Incorporation are on file at and publicly available through the West Virginia Secretary of State's Office. CAMC Health System Inc PO Box 1547 Charleston WV 253261547 550664138 Parent Company WV 501(c)(3) Line 12C N/A 0 CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 Medical Educational Research WV 501(c)(3) Line 12B CAMC Health System Inc 1 Charleston Area Medical Center Inc Po Box 1547 Charleston WV 253261547 550526150 Hospital WV 501(c)(3) Line 3 CAMC Health System Inc 1 Women and Children's Medical Office Building LLC PO Box 1547 Charleston WV 253261547 550669065 Medical Office Building WV N/A General division Medical Office Building LLC PO Box 1547 Charleston WV 253261547 550623949 Medical Office Building WV N/A 0 1 0 0 0 0 0 0 0 1 0 0 1 0 0 1 1 0 0 CAMC Health Education and Research Institute Inc B 265646 Fair Market Value Charleston Area Medical Center Inc B 3721427 Fair Market Value Charleston Area Medical Center Inc J 591447 Contract Charleston Area Medical Center Inc M 254912 Fair Market Value Charleston Area Medical Center Inc P 193650 Fair Market Value