2018-11-15T09:18:56-06:00 2017-12-31 861065772 Deloitte Tax LLP 550 S Tryon Street Suite 2500 Charlotte NC 28202 990 2017-01-01 263710229 Roper St Francis Hospital - Berkeley Inc ROPE 8437242958 8536 Palmetto Commerce Pkwy No 201 Ladson SC 29456 Bret D Johnson SVP & CFO 8437242958 2018-11-15 1 John W Sadoff Jr P00540589 7048871810 167.219.88.215 2018-11-15 08:02:01 ES P 0E4C15207DC127BDB52450F77D4060F40C3F1AE4 934115C41A372782CAA2C37E99928821B09BF6A8 2017 2019-02-21 02:37:17Z Lorraine Lutton 8536 Palmetto Commerce Pkwy No 201 Ladson SC 29456 0 0 X www.rsfh.com X 2008 SC Operation of nonprofit hospital facility in Charleston, SC. 13 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 119093 0 0 0 7500 -463946 7500 -344853 -7500 344853 88056397 118962173 88393365 118954288 -336968 7885 Healing all people with compassion, faith, and excellence. 0 0 Roper St. Francis Hospital - Berkeley is an affiliate of Roper St. Francis Healthcare. The Organization is in construction stages and will be operational in future years as a healthcare facility. 1 0 0 0 0 0 0 0 0 0 1 0 0 0 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 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 13 8 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 SC X The Finance Department 8437242958 8536 Palmetto Commerce Parkway Ladson SC 29456 X Brian Cuddy MD See Sch O Chairperson 0.50 49.50 X 0 983777 59663 Alison Dillon MD See Sch O Vice-Chairperson 0.50 3.50 X 0 0 0 Susan Datta MD See Sch O Board Member 0.50 49.50 X 0 248780 58218 Katherine Duffy PhD Board Member 0.50 3.50 X 0 0 0 Wills C Geils MD See Sch O Board Member 0.50 3.50 X 0 31934 0 John Holloway Jr See Sch O Board Member 0.50 49.50 X 0 385871 33263 Sister Anne Lutz Board Member 0.50 3.50 X 0 0 0 Edward McKelvey Board Member (Start 7/1/17) 0.50 3.50 X 0 0 0 Mark Nantz Board Member 0.50 3.50 X 0 0 0 Roberta Pinckney Board Member 0.50 3.50 X 0 0 0 John Spratt MD See Sch O Board Member 0.50 49.50 X 0 796891 70102 Michael Tarwater Board Member 0.50 3.50 X 0 0 0 Mary Thornley Board Member 0.50 3.50 X 0 0 0 Angress Walker Board Member (End 6/30/17) 0.50 3.50 X 0 0 0 Allen Carroll VP & CEO - BSSF & Berkeley 1.00 49.00 X 0 384270 34208 Bret Johnson SVP & CFO & Treasurer - RSFH 1.00 49.00 X 0 739119 235271 Lorraine Lutton President & CEO - RSFH 1.00 49.00 X 0 887461 223555 Stephen Porter VP & CEO - Berkeley Hospital 1.00 49.00 X 0 195242 65284 Matthew Severance COO - RSFH & CEO - Roper Hospital 1.00 49.00 X 0 944416 135379 Scott Broome Director Oncology Services 5.00 45.00 X 0 200214 36821 Gregory Edwards VP & General Counsel 1.00 49.00 X 0 592245 173594 David Dunlap Former Officer 0.00 0.00 X 0 219349 12383 0 6609569 1137741 0 1 1 0 Turner Construction Company 4601 Park Rd Suite 400 Charlotte NC 28209 General Contractor 3419590 HDR Architecture PO Box 74008204 Chicago IL 60674 Architecture and Engineering 3246457 Stantec Consulting Services 13980 Collections Center Dr Chicago IL 60693 Engineering Design 629215 3 0 0 0 0 X 119093 119093 51657 51657 726 726 -558926 -558926 39966 39966 2631 2631 -344853 0 -344853 0 32618308 20478881 32618308 67577516 86343865 88056397 118962173 721875 85204186 110819933 3189179 7412480 88393365 118954288 X -336968 7885 -336968 7885 88056397 118962173 344853 0 X X 0 1 X 1 0 X Schedule A, Part I, Line 3 The organization is in construction phases and will be operational in future years as a healthcare facility. Schedule H will be completed when the facility is operational. 18671840 18671840 13946468 13946468 32618308 Due to Affiliates 7412480 7412480 X Part X, Line 2: Roper St. Francis Hospital - Berkeley is a not-for-profit organization as described in Section 501(c)(3) of the Internal Revenue Code and is generally exempt from federal and state income taxes. Accordingly, no provision for income taxes is made on the consolidated financial statements. Although (the consolidated group) is generally exempt from federal and state income taxes, it evaluates whether there are any uncertain tax positions that fail to meet the more-likely-than-not threshold for recognition in the consolidated financial statements. Uncertain tax positions may include the characterization of income, such as a characterization of income as passive, a decision to exclude reporting taxable income in a tax return, or a decision to classify a transaction, entity, or other position in a tax return as tax exempt. The tax return benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The organization had no unrecognized tax positions as of December 31, 2017 and 2016, and does not expect that unrecognized tax benefits will materially increase within the next 12 months. Interest and penalties related to uncertain tax positions, if any, would be recognized in the consolidated financial statements as income tax expense. 1 1 0 0 0 1 1 1 0 Brian Cuddy MD See Sch O Chairperson 0 935066 0 36170 0 12541 0 34512 0 25151 0 1043440 0 0 Susan Datta MD See Sch O Board Member 0 230590 0 9130 0 9060 0 30478 0 27740 0 306998 0 0 John Holloway Jr See Sch O Board Member 0 305871 0 80000 0 0 0 16512 0 16751 0 419134 0 0 John Spratt MD See Sch O Board Member 0 768454 0 17600 0 10837 0 37212 0 32890 0 866993 0 0 Allen Carroll VP & CEO - BSSF & Berkeley 0 169290 0 185680 0 29300 0 26538 0 7670 0 418478 0 113935 Bret Johnson SVP & CFO & Treasurer - RSFH 0 385009 0 250060 0 104050 0 204419 0 30852 0 974390 0 160458 Lorraine Lutton President & CEO - RSFH 0 519670 0 275000 0 92791 0 197287 0 26268 0 1111016 0 0 Stephen Porter VP & CEO - Berkeley Hospital 0 163654 0 7115 0 24473 0 64741 0 543 0 260526 0 0 Matthew Severance COO - RSFH & CEO - Roper Hospital 0 504308 0 307018 0 133090 0 114678 0 20701 0 1079795 0 141770 Scott Broome Director Oncology Services 0 199965 0 0 0 249 0 7360 0 29461 0 237035 0 0 Gregory Edwards VP & General Counsel 0 361621 0 205072 0 25552 0 143803 0 29791 0 765839 0 81954 David Dunlap Former Officer 0 53979 0 159138 0 6232 0 12562 0 -179 0 231732 0 151560 Part I, Line 3 A related organization of Roper St. Francis Hospital Berkeley determined the compensation of the Organization's CEO using the following methods: - Compensation Committee - Independent Compensation Consultant - Compensation Survey or Study - Approval by the Board or Compensation Committee Part I, Line 4a: Matthew Severance - $116,064 Part I, Line 4b: The Roper St. Francis Healthcare 457(f) Plan's purpose is to offer eligible employees of the employer deferred compensation benefits to supplement Eligible Employees' retirement income. The Plan is intended to be a top-hat plan (i.e. an unfunded deferred compensation plan maintained for certain members of a select group of management or highly compensation employees. The Vice-Presidents, CFO, and CEO participate in the 457f plan. The following participants received compensation through a 457(f) Plan: Bret Johnson - $101,060 (from a related organization) Greg Edwards - $23,380 (from a related organization) Matt Severance - $35,930 (from a related organization) Allen Carroll - $28,255 (from a related organization) The Roper St. Francis Healthcare 457(f) Plan's purpose is to offer eligible employees of the employer deferred compensation benefits to supplement Eligible Employees' retirement income. The Plan is intended to be a top-hat plan (i.e. an unfunded deferred compensation plan maintained for certain members of a select group of management or highly compensation employees. Part I, Line 6: Goals are developed each year to support the Organization's strategic initiatives for people, quality, financial, growth and service. The Ad Hoc Compensation Committee approves the system goals annually and reports to the full Board of Directors. Progress on each metric is reported to the Board each month on the corporate scorecard. At year end, the Ad Hoc Compensation Committee approves the final scorecard number and reports results to the full Board. Annual incentives for the executives are based on 60% on the corporate scorecard and 40% on individual performance. Executives maintain an individual scorecard on the leader evaluation manager and discuss results monthly with the President/CEO. The President/CEO approves the individual executive scorecard. System Vice Presidents and the System CEO are eligible to participate in a long term incentive plan (LTIP). An LTIP typically takes place over a three year period and does not vest until the end of the third year. To receive payment, executives must still be employed by the system at the end of the plan period. Each LTIP has a financial and clinical objective that is aligned with the Organization's strategic goals. Threshold, target, and maximum performance ranges are established for these objectives and are measured based on performance against similar organizations or compared to an internal metric such as an improvement over prior performance. These targets and objectives are approved by the Ad Hoc Compensation Committee. The incentive is earned based on the satisfaction of the threshold, target, or maximum performance ranges. The Ad Hoc Compensation Committee also approves the final LTIP performance score and the amount paid to executives under the plan. Results are reported to the full Board annually. Part I, Line 7: See the response to Line 6 above. Additional Information: CareAlliance Health Services has board representations from the 3 founding organizations: The Medical Society of SC (6 board members), Bon-Secours Health System, Inc. (6 board members), and Carolinas Healthcare System (1 board member). None of the 13 appointed board the 6 board members appointed by the Medical Society of South Carolina compensation for their services as a board member. It is the founding appointed to such positions because they have a willingness to serve members receive compensation for their membership. Additionally, 4 of also serve on the Board of the Medical Society. None receive members' intent that the members of the Board of Directors are the needs of the system as a whole and not the needs of any individual founding member. Form 990, Part VI, Section A, line 3 Carolinas Healthcare System (CHS), an unrelated organization, provides management oversight services. Lorraine Lutton, RSFH President and CEO, and Bret Johnson, RSFH CFO, are employees of CHS and their compensation is paid by CareAlliance Health Services, a related organization, through a management fee to CHS. Form 990, Part VI, Section A, line 6 The sole member of the Corporation is CareAlliance Health Services, a South Carolina nonprofit, nonstock Corporation, d/b/a Roper St. Francis Healthcare. CareAlliance Health Services is in turn governed by a Board of Directors appointed by the "founding members". Please see the response to Line 7a below. The bylaws of the Organization specify certain qualifications of the thirteen member Board of Directors. At least nine directors must have their primary residence in a community served by the system. Five directors must be physicians actively engaged in the full time practice of medicine. Five of the directors are appointed to the Board of Directors by virtue of positions held within MSSC, BSHSI and CHS (ex-officio directors). Each of the five ex-officio directors serves as a director of the Organization for so long as such person holds his or her respective elected or appointed office in his or her respective founding member organization. Directors serve three-year terms and are limited to three consecutive terms. After an absence of at least one year, directors are again eligible for appointment to the Board of Directors for two consecutive complete terms. Form 990, Part VI, Section A, line 7a The Organization is governed by a thirteen member Board of Directors appointed by the founding members. Subject to certain nominating and governance committee approvals, six directors are appointed by the Medical Society of South Carolina (MSSC), Bon Secours Health System, Inc. (BSHSI), and one director is appointed by Carolinas Healthcare System (CHS). It is the founding members' intent that the members of the Organization's Board of Directors are appointed to such positions because they have a willingness to serve the needs of the system as a whole and not the needs of any individual founding member. Form 990, Part VI, Section A, line 7b The following actions shall require the unanimous affirmative approval of all of the founding members: (a) to amend the Articles of Incorporation or by-laws, including without limitation, any change in the Corporation's purposes; provided, however, that, subject to the procedures and voting requirements with respect to the admission of non-founding members, Schedule 3.1 may be amended with the approval of two (2) of the founding members to reflect the admission of a non-founding member; (b) to dissolve or liquidate the Corporation and to determine the distribution of assets upon dissolution; (c) to merge or consolidate the Corporation or to sell, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets; (d) to appoint the President and Chief Executive Officer of the Corporation in a manner other than that established within the by-laws; (e) to alter or amend the Corporation's ethical performance standards (defined below); or (f) to enter into any material agreement whereby a third party will: (i) become an equity owner in any joint venture with the Corporation or any system participant and will not be legally obligated to support the corporation's ethical performance standards; or (ii) manage a substantial part of the facilities, assets, or operations of the system and will not be legally obligated to comply with and support the corporation's ethical performance standards. Form 990, Part VI, Section B, line 11b The Form 990 was prepared by an independent accounting firm with assistance and oversight by management. Reviews were then conducted by senior management before drafts were sent to each member of the organization's governing body. A transmittal letter accompanied the drafts and provided highlights of the Form 990 to the Organization's Board of Directors. After the governing body approved the Form 990 draft, a final version was filed with the Internal Revenue Service. Form 990, Part VI, Section B, line 12c The Directors shall complete and return to the Secretary an annual statement that each of them: (a) has received a copy of the Conflict of Interest Policy; (b) has read and understands the Policy; (c) agrees to comply with this Policy; (d) understands that the Policy applies to all committees; and (e) understands that the Organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. Form 990, Part VI, Section B, line 15 An independent company, Towers Watson, provides research, advice and guidance to the Compensation Committee and senior leadership to ensure the Organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) will not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total compensation for executives. The Compensation Committee ensures that executive total compensation is reflective of the Organization's stated compensation philosophy. The Committee, in this process, authorizes and supports an annual three step process utilizing Towers Watson's resources: 1) Salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are typically not-for-profit healthcare systems with similar operating revenues. Private sector employer data, when available, are also included in the analysis for "transferable skills positions". B. Historically, performance incentive payouts generally track with a normal bonus payout distribution. Incentive goals are primarily based on formally defined quantitative goals approved by the ad hoc Compensation Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data and the Organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Towers Watson, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. A similar process is performed by Towers Watson for the CEO and CFO positions. This letter provides a "safe harbor" for the organization's "directors" relative to the reasonableness of total executive compensation consistent with IRC Section 4958. Form 990, Part VI, Section C, line 18 Photocopies of the Form 990 are available upon request at the Organization's administrative office. In addition, recent filings of the Form 990 are available online at www.guidestar.org. Form 990, Part VI, Section C, line 19 OThe organization's audited financial statements are published annually and are available to the public at www.dacbond.com. Form 990, Part VII, Line 1: The following Board Members were compensated for services performed for the Organization (or a related organization) not in the capacity of their positions on the Board. No Board Member is compensated for his services as a board member. Brian Cuddy, MD was compensated for medical services rendered to a related organization. Alison Dillon, MD was compensated for medical services rendered to a related organization. John B. Holloway, Jr. was compensated by the Medical Society of South Carolina for services as Chief Executive Officer. John A. Spratt, MD was compensated for medical services rendered to a related organization. Susan Datta, MD was compensated for medical services rendered to a related organization. Wills C. Geils, MD was compensated for medical services rendered to a related organization. Form 990, Part IX, line 11g Purchased Services: Program service expenses 0. Management and general expenses 5,000. Fundraising expenses 0. Total expenses 5,000. Professional Fees: Program service expenses 0. Management and general expenses 46,657. Fundraising expenses 0. Total expenses 46,657. Part XII, Line 2c The process has not changed from the prior year. CareAlliance Health Services 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 570831165 Healthcare SC 501(c)(3) Line 3 N/A 0 Roper St Francis Hospital Inc 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 570828733 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Bon Secours St Francis Xavier Hospital 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 571067254 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Roper St Francis Mt Pleasant Hospital 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 570360499 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Roper St Francis Physicians Network 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 262946628 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Roper St Francis Foundation 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 571068509 Supporting Org SC 501(c)(3) Line 12A, I CareAlliance Health Services 0 The Medical Society of South Carolina 69-B Barre StCharleston SC 29401 570288358 Supporting Org/Founding Member SC 501(c)(3) Line 12C, III-FI N/A 0 Clinical Biotechnology Research Institute at RSFH 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 475407453 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Lowcountry Surgery Center LLC (dba Roper St Francis Eye Surgery Center) 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 581693021 Eye Surgery SC N/A RSFH - ATI Physical Therapy LLC 125 Doughty St Ste 760 Charleston SC 29403 474797980 Physical Therapy SC N/A CareAlliance Medical Services Organization 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 571012837 Inactive SC N/A C 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0