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A RELATED ORGANIZATION HOLDS A CHARITABLE REMAINDER TRUST WITH FUNDS FOR CARDIOLOGY NURSING SCHOLARSHIPS FOR SMU STUDENTS. SCHEDULE D, PART X, LINE 2 ASC 740 AUDIT FOOTNOTE: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2015 THROUGH 2017 REMAIN OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. AT DECEMBER 31, 2018 AND 2017, THERE WERE NO SUCH UNCERTAIN TAX POSITIONS. SCHEDULE D, PART XI, LINE 2D RECONCILIATION - OTHER ITEMS RENTAL EXPENSE $ 21,326 SPECIAL EVENT EXPENSE $ 5,653 -------- TOTAL $ 26,979 ======== SCHEDULE D, PART XI, LINE 4B RECONCILIATION - OTHER ITEMS SCHOLARSHIPS AND RELATED EXPENSES $ 10,628,312 TUITION DEPOSITS RETAINED $ 42,977 BAD DEBT PROVISION $ (50,504) ROUNDING $ (2) ------------- TOTAL $ 10,620,783 ============= SCHEDULE D, PART XII, LINE 2D RECONCILIATION - OTHER ITEMS RENTAL EXPENSE $ 21,326 SPECIAL EVENT EXPENSE $ 5,653 -------- TOTAL $ 26,979 ======== SCHEDULE D, PART XII, LINE 4B RECONCILIATION - OTHER ITEMS SCHOLARSHIPS AND RELATED EXPENSES $ 10,628,312 TUITION DEPOSITS RETAINED $ 42,977 BAD DEBT PROVISION $ (50,504) ROUNDING $ (2) ------------ TOTAL $ 10,620,783 ============ true true true true true true true false false false false false false false false true false true SCHEDULE E, PART I, LINE 3 THROUGH BROCHURES, APPLICATIONS AND NEWSPAPER ADVERTISEMENTS. SCHEDULE E, PART I, LINE 6A SAMUEL MERRITT UNIVERSITY RECEIVES GOVERNMENT AID THROUGH FEDERAL STUDENT AID PROGRAMS. true CSPM MERRITT SCHOLARSHIP 22 110000 DEAN SCHOLARSHIP 37 185000 DIAZ SC SCHOLARSHIP 45 135576 THE HOPE DIVERSITY SCHOLARSHIP 37 167164 THE HOPE DIVERSITY SCHOLARSHIP - BSN 178 573500 PRESIDENT PODIATRY SCHOLARSHIP 52 367500 REGENTS SCHOLARSHIP 14 137500 SAMUEL MERRITT SCHOLARSHIP 474 1553050 RN TO BSN 331 2600642 SPECIAL PURPOSE SCHOLARSHIP 203 373612 ENDOWMENT FUND SCHOLARSHIP 437 848222 SYNERGIS EDUCATION 706 3569019 SCHEDULE I, PART I, LINE 2 STUDENT FINANCIAL AID APPLICATIONS ARE REVIEWED ANNUALLY IN ORDER TO ENSURE GRANT FUNDS ARE AWARDED APPROPRIATELY BASED ON THE INDIVIDUAL AWARD CRITERIA. true true false false false false false true false SHARON DIAZ PHD REGENT/PRES. & CEO (PT YR) 438268 0 0 0 102839 0 14105 0 38005 0 593217 0 0 0 JEFF GERARD REGENT/SVP STRATEGIC SVCS 0 810128 0 336708 0 170038 0 324677 0 16172 0 1657723 0 152115 ANNA KIGER REGENT/CHIEF NURSING OFFICER 0 423427 0 132586 0 8810 0 96998 0 14181 0 676002 0 0 JULIE PETRINI REGENT/CEO, BAY AREA HOSPITAL 0 660698 0 212445 0 95919 0 167780 0 9926 0 1146768 0 0 CHARLES PROSPER REGENT/CEO, ABSMC 0 180350 0 0 0 651209 0 77080 0 9846 0 918485 0 123315 GREG BROWN VP LEGAL TRANSACTIONS/SEC. 0 273929 0 79490 0 28049 0 47885 0 19230 0 448583 0 23187 GREG GINGRAS VP FINANCE & CFO SMU 258591 0 19070 0 2332 0 13266 0 35549 0 328808 0 0 0 AUDREY BERMAN DEAN SCHOOL OF NURSING SMU 282013 0 0 0 7863 0 14105 0 24175 0 328156 0 0 0 SCOT FOSTER ACADEMIC VP AND PROVOST SMU 315568 0 23406 0 6858 0 14105 0 28002 0 387939 0 0 0 TERRENCE NORDSTROM VP/ENROLLMENT & STUDENT SRVCS 237834 0 16921 0 10883 0 12201 0 15495 0 293334 0 0 0 RENE ENGELHART PROGRAM CHAIR 238822 0 0 0 434 0 12252 0 38084 0 289592 0 0 0 JOSEPH JANAKES PROGRAM DIRECTOR 235789 0 0 0 497 0 12096 0 38814 0 287196 0 0 0 ERIC STAMPS DEAN & PROF OF PODIATRIC MED 209736 0 0 0 6271 0 10759 0 12643 0 239409 0 0 0 CYNTHIA ULMAN EXEC.DIR. PLANNING AND BUS.DEV 205369 0 17072 0 2953 0 10535 0 41870 0 277799 0 0 0 CELESTE VILLANUEVA ASSISTANT ACADEMIC VP 229658 0 0 0 7815 0 11781 0 31185 0 280439 0 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTERS EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATIONS OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS THE FOLLOWING INDIVIDUAL RECEIVED SEVERANCE PAYMENTS DURING THE YEAR: CHARLES PROSPER - $323,743 SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT AND TO ADDRESS THE SHORTFALLS DESCRIBED ABOVE, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA HAS TWO PARTS: (1) 4% TO 7% OF BASE SALARY (COMMENSURATE WITH MANAGEMENT LEVEL), PLUS (2) A CONTRIBUTION STARTING AT 5% (BASED UPON TENURE) FOR ELIGIBLE EARNINGS BEYOND THE IRS DEFINITION OF INCLUDIBLE COMPENSATION ("PENSION PAY CAP"). THE LATTER OF WHICH IS DESIGNED TO HELP RESTORE LOST PENSION BENEFITS FORFEITED UNDER THE QUALIFIED PENSION PLAN FOR EARNINGS OVER THE PENSION PAY CAP LIMIT. CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457F) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. THE FOLLOWING INDIVIDUALS RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: CHARLES PROSPER - $132,148 JULIE PETRINI - $69,160 SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD BUT THE AMOUNT TENDS TO NOT EXCEED 5% TO 10% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP) THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. A PORTION OF THE PLAN AWARD IS DISCRETIONARY IN THAT THE SUPERVISOR MAY ADD UP TO 5% TO THE AWARD PROVIDED THE TOTAL AWARD (FORMULA PORTION PLUS DISCRETIONARY) DOES NOT EXCEED THE MAXIMUM ESTABLISHED FOR ANY GIVEN EXECUTIVE. LONG TERM PERFORMANCE PLANS SUTTER HEALTH ALSO EMPLOYS A LONG TERM PERFORMANCE PLAN WHICH IS DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. TO ENSURE THAT EXTRAORDINARY EFFORTS BY INDIVIDUALS CAN BE RECOGNIZED AND THAT ACTIONS OF LEADERSHIP ARE CONSISTENT WITH SUPPORTING SUTTER HEALTH'S OVERALL MISSION, VISION, AND VALUES, SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH ALSO INCORPORATES A COMBINATION OF CEO AND SUTTER HEALTH COMPENSATION COMMITTEE DISCRETION. IN SOME CASES, THE SUTTER HEALTH COMPENSATION COMMITTEE HAS DELEGATED AUTHORITY TO THE PRESIDENT & CEO TO MODIFY INDIVIDUAL AWARDS WITHIN LIMITS THAT HAVE BEEN PRE-APPROVED BY THE SUTTER HEALTH COMPENSATION COMMITTEE. THIS INCLUDES BOTH THE REDUCTION AND INCREASE OF AWARD AMOUNTS. SUCH MODIFICATIONS GENERALLY DO NOT EXCEED +/- 20% AND ARE EMPLOYED JUDICIOUSLY. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. FORM 990, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT: SAMUEL MERRITT UNIVERSITY EDUCATES STUDENTS TO BECOME HIGHLY SKILLED AND COMPASSIONATE HEALTH CARE PROFESSIONALS WHO POSITIVELY TRANSFORM THE EXPERIENCE OF CARE IN DIVERSE COMMUNITIES. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: SAMUEL MERRITT UNIVERSITY, ORIGINALLY FOUNDED IN 1909, IS A FULLY ACCREDITED HEALTH SCIENCES INSTITUTION LOCATED IN OAKLAND, CALIFORNIA WITH LOCAL LEARNING CENTERS IN SACRAMENTO AND SAN MATEO. THE UNIVERSITY ALSO OFFERS SELECT DEGREES ONLINE. VALUES: A LEARNING ENVIRONMENT WHERE WE CHALLENGE OURSELVES AND OUR STUDENTS TO THINK CRITICALLY, SEEK MASTERY AND ACT COMPASSIONATELY. A COLLEGIAL ENVIRONMENT WHERE WE ARE FAIR, RESPECTFUL AND BEHAVE WITH INTEGRITY. A COLLABORATIVE ENVIRONMENT WHERE WE PARTNER WITH ONE ANOTHER AND WITH OTHERS IN THE COMMUNITY. AN INNOVATIVE ENVIRONMENT WHERE WE TAKE REASONED RISKS AND MOVE NIMBLY. A RESULTS-ORIENTED ENVIRONMENT WHERE WE PROVIDE AND EXPECT EXCEPTIONAL PERFORMANCE AND SERVICE. PROGRAMS UNDERGRADUATE DEGREE PROGRAM: THE UNIVERSITY OFFERS A BACHELOR OF SCIENCE IN NURSING (BSN). IN ADDITION, SMU OFFERS AN ACCELERATED BACHELOR OF SCIENCE IN NURSING (ABSN). GRADUATE DEGREE PROGRAMS - MASTER'S LEVEL: SMU OFFERS THREE ENTRY-LEVEL MASTER'S DEGREE PROGRAMS: MASTER OF OCCUPATIONAL THERAPY, MASTER OF SCIENCE IN NURSING, AND MASTER PHYSICIAN ASSISTANT. POST-PROFESSIONAL GRADUATE DEGREES IN NURSING INCLUDE PROGRAMS IN NURSE ANESTHESIA(CRNA),CASE MANAGEMENT(CM),AND FAMILY NURSE PRACTITIONER (FNP). GRADUATE DEGREE PROGRAMS - DOCTORAL LEVEL: THE UNIVERSITY OFFERS FOUR DOCTORAL DEGREES: DOCTOR OF PODIATRIC MEDICINE, DOCTOR OF PHYSICAL THERAPY, DOCTOR OF NURSING PRACTICE, AND DOCTOR OF OCCUPATIONAL THERAPY. ONLINE DEGREE PROGRAMS: SMU OFFERS TWO OF ITS DEGREES IN THE ONLINE MODALITY: MASTER OF SCIENCE IN NURSING (POST-PROFESSIONAL FNP, AND DOCTOR OF NURSING PRACTICE). FACULTY AND STUDENTS (FALL 2018) NUMBER OF FULL-TIME FACULTY: 163 STUDENT/FACULTY CLINICAL RATIO: 8.0 TO 1 SAMUEL MERRITT STUDENTS: TOTAL STUDENTS: 2,054 UNDERGRADUATE STUDENTS: 843 GRADUATE STUDENTS: 1,211 MEN: 24 % / WOMEN: 75% CLINICAL PARTNERS: OVER 1,400 IN THE BAY AREA AND U.S. ACCREDITATION: REGIONAL ACCREDITATION: WASC SENIOR COLLEGE AND UNIVERSITY COMMISSION (WSCUC). SPECIALIZED ACCREDITATION: ACCREDITATION REVIEW COMMISSION ON EDUCATION FOR THE PHYSICIAN ASSISTANT (ARCPA), ACCREDITATION COUNCIL FOR OCCUPATIONAL THERAPY EDUCATION (ACOTE), COMMISSION ON ACCREDITATION IN PHYSICAL THERAPY EDUCATION (CAPTE), COUNCIL ON ACCREDITATION OF NURSE ANESTHESIA EDUCATIONAL PROGRAMS (COA), COMMISSION ON COLLEGIATE NURSING EDUCATION (CCNE), COUNCIL ON PODIATRIC MEDICAL EDUCATION (CPME), BOARD OF REGISTERED NURSING (BRN). FACILITIES: INSTRUCTIONAL FACILITIES JOHN A. GRAZIANO MEMORIAL LIBRARY INCLUDING STUDY ROOMS AND COMPUTER LABS; MOTION ANALYSIS RESOURCE CENTER (MARC). OTHER LABORATORIES INCLUDE THERAPEUTIC EXERCISE, EXERCISE PHYSIOLOGY, OCCUPATIONAL THERAPY, ANATOMY, NURSING, PODIATRIC MEDICINE, BIOMECHANICS, PHYSICAL DIAGNOSIS AND HEALTH SCIENCES SIMULATION CENTER (HSSC). OTHER FACILITIES STUDENT LOUNGES, STUDY SPACE AND EXERCISE FACILITIES. FORM 990, PART VI, LINE 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER BAY HOSPITALS IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER BAY HOSPITALS, AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL; C. ANY SELF-DEALING TRANSACTION BETWEEN A REGENT OF THE UNIVERSITY AND THE UNIVERSITY OR A SUBSIDIARY OF THE UNIVERSITY; D. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; E. CONTRACTING WITH ANY THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY; F. REHIRING, CONTRACTING WITH, OR OTHERWISE COMPENSATING A SUTTER HEALTH EXECUTIVE, OR ANY OFFICER, DIRECTOR OR KEY EMPLOYEE OF THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY AFTER THEIR EMPLOYMENT HAS ENDED; G. APPROVAL OF (I) THE UNIVERSITY'S LONG TERM OPERATING AND CAPITAL PLAN, (II) A CAPITAL BUDGET THAT MATERIALLY EXCEEDS AVERAGE ANNUAL CASH FLOW OF THE PRECEDING THREE FISCAL YEARS, (III) AN ANNUAL OPERATING BUDGET THAT FALLS MATERIALLY SHORT OF MOODY'S "BAA" RATED MEDIAN PERFORMANCE FOR PRIVATE UNIVERSITIES AND COLLEGES RELATED TO OPERATING INCOME AND EBITDAR OR (IV) AN ANNUAL BUDGET THAT FOLLOWS SUCCESSIVE YEARS OF ACTUAL PERFORMANCE MATERIALLY BELOW BUDGETED PERFORMANCE; AND H. THE HIRING OF INDEPENDENT COUNSEL BY THE UNIVERSITY OR ANY SUBSIDIARY OR AFFILIATE ENTITY UNDER ITS CONTROL, UNLESS AT LEAST TWO-THIRDS (2/3) OF THE INDEPENDENT REGENTS IN OFFICE ON THE DAY OF A VOTE APPROVE THE ENGAGEMENT OF SUCH COUNSEL. TO PRESERVE THE INDEPENDENCE OF COUNSEL RETAINED PURSUANT TO THIS PROVISION, THE GENERAL MEMBER OR SUTTER HEALTH SHALL NOT CLAIM THAT ANY COMMUNICATION BETWEEN SUCH INDEPENDENT COUNSEL AND ANY PERSON ACTING ON BEHALF OF THE UNIVERSITY, EVEN IF THAT PERSON IS ALSO AN EMPLOYEE, OFFICER OR AGENT OF THE GENERAL MEMBER OR SUTTER HEALTH, CONSTITUTES A WAIVER OF THE ATTORNEY-CLIENT PRIVILEGE OR WORK-PRODUCT PROTECTION. FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12 PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS, OFFICERS AND KEY EMPLOYEES THAT INCLUDES AN ACKNOWLEDGEMENT THAT THEY HAVE READ THE CONFLICT OF INTEREST POLICY. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION: THE EXECUTIVE COMMITTEE OF THE SAMUEL MERRITT UNIVERSITY BOARD OF REGENTS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE EXECUTIVE COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SAMUEL MERRITT'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SAMUEL MERRITT ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SAMUEL MERRITT COMPETES FOR EXECUTIVE TALENT. ON THE OTHER HAND, BECAUSE CALIFORNIA'S UNDERLYING COMPENSATION STRUCTURE IS HIGHER THAN NATIONAL DATA (ESPECIALLY IN THE BAY AREA), REGIONAL PAY ADJUSTMENTS MAY BE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. EXECUTIVE COMPENSATION REVIEW WAS LAST COMPLETED IN DECEMBER 2017. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY & FINANCIAL STATEMENTS: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS THE FOLLOWING BOARD MEMBERS OF SAMUEL MERRITT UNIVERSITY ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARY IS REPORTED HEREIN. THE FOLLOWING INDIVIDUALS RECEIVED NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - JEFF GERARD - ANNA KIGER - JULIE PETRINI - CHARLES PROSPER INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPERATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILLING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILLING ORGANIZATION. 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