2017-05-11T08:31:35-05:00 2016-06-30 010494526 Baker Newman Noyes LLC 280 Fore Street Portland ME 04101 990 2015-07-01 043369649 MaineGeneral Health MAIN 2076261000 35 Medical Center Parkway Augusta ME 04330 Terry Brann Chief Financial Officer 2076261000 2017-05-11 E Drew Cheney P00182972 2078792100 2015 2021-01-29 14:40:06Z Charles Hays 35 Medical Center Parkway Augusta ME 04330 12460778 0 9706 X www.mainegeneral.org X 1997 ME To enhance, every day, the health of the people in the greater Kennebec Valley. 21 15 113 19 0 0 33930 57251 11041214 11947272 562870 110788 0 0 11638014 12115311 251547 265565 0 0 7918788 7710872 0 0 649692 2946527 4020876 11116862 11997313 521152 117998 28898943 33827185 21891796 28307010 7007147 5520175 Reported on Page 1. 0 0 3268423 265565 11947272 MaineGeneral Health provides administrative services for tax-exempt subsidiaries and develops and implements overall goals and strategies for the system-wide delivery of necessary health care services in an efficient and coordinated manner. 3268423 1 0 0 0 0 0 0 0 0 1 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 1 1 0 0 1 538 0 1 113 1 0 0 0 0 0 0 0 0 X 21 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X X Jeremy Storer 2078618660 35 Medical Center Parkway Augusta ME 04330 Peter Alfond Director 1.00 1.00 X 0 0 0 Michael Clark MD Director 1.00 1.00 X 0 0 0 Stephanie Calkins MD Director & Chair 1.00 1.00 X X 0 13800 288 Douglas Cutchin Director 1.00 1.00 X 0 0 0 Cathy DeMerchant Director 1.00 1.00 X 0 0 0 Elissa Emmons Director 1.00 1.00 X 0 0 0 Daniel Doornbos MD Director 1.00 1.00 X 0 308704 20623 Paul Gagliardi MD Director 1.00 1.00 X 0 6759 806 Peter Guzzetti DO DDS Director 1.00 1.00 X 0 25000 0 David Flanagan Director 1.00 1.00 X 0 0 0 David Hay MD Director 1.00 1.00 X 0 631502 16527 Charles Hays President & CEO 50.00 5.00 X X 773458 0 22099 Jeffrey Hubert Director 2.00 1.00 X 0 0 0 Mark Johnston Director 1.00 1.00 X 0 0 0 Joey Joseph Director 1.00 1.00 X 0 0 0 Janice Kassman Director 1.00 1.00 X 0 0 0 James LaLiberty Director 1.00 1.00 X 0 0 0 Barbara Mayer Director 1.00 1.00 X 0 0 0 Roy Miller MD Director 1.00 1.00 X 0 0 0 Gary Peachey Director & Vice Chair 1.00 1.00 X X 0 0 0 Gordon Pow Director 2.00 1.00 X 0 0 0 Tobi Schneider Esq Director 1.00 1.00 X 0 0 0 William Sprague Director 1.00 1.00 X 0 0 0 Terry Brann Chief Financial Officer 50.00 5.00 X 247469 0 15393 Julie Greene Board Secretary 45.00 5.00 X 48802 0 14526 Barbara Crowley MD Executive Vice President 50.00 5.00 X 346135 0 21771 Marci Alexander General Counsel 50.00 5.00 X 201069 0 8742 Nona Boyink CEO MGCC, MGRLTC, MGRC 5.00 45.00 X 199932 0 13936 Rebecca Lamey Senior VP Human Resources 50.00 5.00 X 196126 0 25075 Nicole McSweeney VP of Development and Communications 50.00 0.00 X 134973 0 11925 Michael Koziol Former Senior VP & CFO 0.00 0.00 X 294558 0 2924 Scott Bullock Former President Ex-Oficio 0.00 0.00 X 379986 0 9124 2822508 985765 183759 16 1 1 0 RSM US LLP 5155 Paysphere cCircle CHICAGO IL 60674 Accounts Receivable Management and Consu 843397 Baker Newman & Noyes LLC 280 Fore Street Portland ME 04112 Audit, Consulting and Tax Services 214128 2 57251 57251 Management fee revenue 561000 11635312 11635312 Other 561000 186066 186066 Rental Revenue 532000 125894 125894 11947272 107009 107009 349246 345467 3779 3779 3779 12115311 11947272 0 110788 238890 238890 26675 26675 1026471 1026471 5381658 1710544 3289945 381169 234590 62620 158016 13954 639802 170784 430961 38057 428351 114341 288531 25479 47315 47315 140875 140875 711320 151824 545543 13953 10022 10022 254070 116303 19337 118430 134474 134474 437723 386752 38004 12967 42014 7875 32122 2017 81291 24428 43718 13145 11500 11500 20591 20580 11 10785 10785 Purchased Services - Ge 1187513 1187513 Professional Membership 504683 504683 Recruitment 154702 154702 Institutional Dues 69896 69896 202102 60583 110998 30521 11997313 3268423 8079198 649692 3508054 2495424 1047452 8565719 3638 13658 52628 125171 242068 219041 375942 226194 122828 149748 10105330 10512305 3065181 2733665 10751764 9012454 28898943 33827185 9335058 13970610 12556738 14336400 21891796 28307010 X 6198975 4705124 244652 246649 563520 568402 7007147 5520175 28898943 33827185 X 117998 -200310 -1404660 X X 0 1 X 1 1 1 X X 4 MaineGeneral Medical Center 043369653 3 1 0 0 MaineGeneral Community Care 010524384 9 1 0 0 MaineGeneral Rehabilitation & Long Term Care 222789192 9 1 0 0 MaineGeneral Retirement Community 010627194 9 1 0 0 4 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 6381422 56622 -140778 26675 312582 5958009 6340862 34007 273542 39066 227923 6381422 5804453 1797751 772371 247268 1786445 6340862 5372616 19144 687203 258297 16213 5804453 5589796 24845 -76577 27690 137758 5372616 0.86320 0.09540 0.04140 0 0 197234 76989 120245 178708 149205 29503 149748 Paremetric Defensive Equity Fund, LLC 523099 F MFS International Concentrated Equity 663033 F NHIT Credit Asset Trust 463759 F FTGM Plus Fund Ltd 248110 F SSGA Real Asset NL CFT 292856 F Grosvenor Institutional Partners, L.P. 542808 F 2733665 Due from Affiliates 9012454 9012454 Accrued Health Insurance 2651247 Accrued Dental Insurance 190943 Workers Comp Accrual 75765 Acc Pension Cost Net Curr Port 3560526 Accrued Exec Deferred Comp 28898 Other Long-Term Liabilities 537398 Section 457 Plan 7291623 14336400 X Part V, Line 4: MaineGeneral Health's intended uses of endowment funds are: 1. to provide funds for scholarships; 2. to fund educational programs; 3. to self-fund workers compensation claims and related expenses. Part X, Line 2: The Company and its affiliates have been determined to be tax-exempt organizations as described in Section 501(c)(3) of the Internal Revenue Code (the Code) and, accordingly, are exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Accordingly, no provision for income taxes has been recorded in the accompanying consolidated financial statements for these tax-exempt organizations. The Captive is a limited liability company (LLC) under the Federal Income Tax Code and as a LLC passes its income or loss for federal and state tax purposes to its members. Tax-exempt organizations could be required to record an obligation for income taxes as the result of a tax position they have historically taken on various tax exposure items including unrelated business income or tax status. Under guidance issued by the Financial Accounting Standards Board, assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the "more-likely-than-not" threshold, based upon the technical merits of the position. Estimated interest and penalties, if applicable, related to uncertain tax positions are included as a component of income tax expense. The Company has evaluated the tax positions taken on its filed returns. The Company has concluded no uncertain income tax positions exist at June 30, 2016. The Company's tax years from 2013 through 2016 are considered to be open and potentially subject to examination by the Internal Revenue Service. Central America and the Caribbean - Antigua & Barbuda, Aruba, Bahamas, 0 0 Investment in Global Multisector Bond Fund. 3133210 0 0 0 0 0 0 3133210 0 3133210 0 0 1 0 0 0 1 MaineGeneral Medical Center 35 Medical Center Parkway Augusta ME 04330 043369653 501(c)(3) 238890 Support for Community Health programs. 1 Scholarships 47 26675 Part I, Line 2: MaineGeneral Health offers several different types of scholarships, which are awarded based on requirements established by the donors funding the scholarships. Any individual in MaineGeneral Health's service area may apply for a scholarship by completing a required application, including school transcripts, a statement of need, financial disclosures, and other information. The majority of these scholarships are offered to students pursuing a career in nursing or another healthcare related field of study. Before scholarship funds are disbursed to a student, the student must provide documented evidence of the successful completion of the required coursework at the end of each term. MaineGeneral Health retains complete files for each scholarship award as substantiation of the amount of scholarship funding for each individual. X 1 1 X X X X 0 1 0 0 0 0 0 0 0 Daniel Doornbos MD Director 0 254566 0 52800 0 1338 0 9044 0 11579 0 329327 0 0 David Hay MD Director 0 424601 0 204940 0 1961 0 9184 0 7343 0 648029 0 0 Charles Hays President & CEO 567733 0 197500 0 8225 0 9254 0 12845 0 795557 0 0 0 Terry Brann Chief Financial Officer 247469 0 0 0 0 0 8717 0 6676 0 262862 0 0 0 Barbara Crowley MD Executive Vice President 339636 0 0 0 6499 0 14759 0 7012 0 367906 0 0 0 Marci Alexander General Counsel 200794 0 0 0 275 0 8077 0 665 0 209811 0 0 0 Nona Boyink CEO MGCC, MGRLTC, MGRC 190131 0 0 0 9801 0 7366 0 6570 0 213868 0 0 0 Rebecca Lamey Senior VP Human Resources 194140 0 0 0 1986 0 11049 0 14026 0 221201 0 0 0 Michael Koziol Former Senior VP & CFO 76951 0 0 0 217607 0 2150 0 774 0 297482 0 0 0 Scott Bullock Former President Ex-Oficio 56939 0 309713 0 13334 0 9086 0 38 0 389110 0 0 0 Part I, Line 1a Charles Hays $6,780 Treated as taxable compensation Barbara Crowley, M.D. $2,176 Treated as taxable compensation Nona Boyink $7,616 Treated as taxable compensation Part I, Line 3 The Board of Directors is responsible for determining the compensation package for the Chief Executive Officer. An independent compensation consultant advises the Board using comparability data, expert compensation studies and other means. Paid executives who hold voting privileges may not vote or participate in discussions regarding their compensation; however, they may answer questions that will help the Board in its deliberations. For other officer and key employee positions, salary structures are developed and maintained based on national compensation data for healthcare organizations. The Chief Executive Officer's compensation was last reviewed in November 2016. Part I, Line 4b Part I, Line 4b: Supplemental nonqualified retirement plan - Scott Bullock - Amounts paid $642,035. Benefits are fully vested and nonforfeitable under a 2000 Supplemental Retirement Plan and a 2005 Supplemental Retirement Plan. Under a 2010 Supplemental Retirement Plan, amounts credited to the account for the first two contract years and the earnings thereon vested and were distributed on January 15, 2012. For the 2013 contract year, the amount credited and the earnings thereon became fully vested and nonforfeitable on December 31, 2013. Part I, Line 7 A portion of compensation is at risk and variable and is based on the quality of job performance. Terrance Flanagan Employee and brother of David Flanagan 280256 Employee compensation 0 Megan Gasbarone Employee and daughter of William Sprague 57971 Employee compensation 0 Kathryn Hays Employee and daughter of Charles Hays 30031 Employee compensation 0 Charles V Hays Employee and son of Charles Hays 24383 Employee compensation 0 Allyson Pow Employee and daughter of Gordon Pow 49719 Employee compensation 0 Form 990, Part VI, Section B, line 11 All Forms 990 and related attachments were reviewed by appropriate members of senior management, the Finance Committee, and the Board of Directors before the filings were sent to the Internal Revenue Service. Final drafts of Forms 990 were available thirty days prior to the filing deadline in order to be formally reviewed by the Chief Financial Officer, the Compliance Officer, the entire senior management team, the Finance Committee, and the Board of Directors. Forms 990 and related attachments were provided to and reviewed by the Finance Committee in April 2017 and by the Board of Directors in May 2017. Form 990, Part VI, Section B, line 12c MaineGeneral Health's Conflict of Interest Policy requires disclosure of any actual or potential conflict of interest to the Board Chair. Interested persons are prohibited from participating in the governing body's deliberations and decisions regarding any transactions when they have a conflict of interest. If the Board or Committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, the Board or Committee shall investigate and then determine by a majority vote whether a conflict of interest exists and whether the violation is grounds for removal from the Board or Committee. There are formal records of these proceedings. In addition, each director, officer, and member of the Board is required to annually complete and sign a Conflict of Interest Disclosure Statement. Employees must disclose in writing to their supervisors any conflicts of interest prior to engaging in transactions or taking positions with MaineGeneral Health. In addition, these disclosures must be approved by the supervisor's manager or, as applicable, the Board Chair, in conjunction with the Human Resources Compliance Officer. If management has reasonable cause to believe that an employee has intentionally failed to disclose a conflict of interest, appropriate disciplinary or corrective action up to and including termination shall be taken. In addition, upon hire or promotion to a management position, all management employees shall complete a Conflict of Interest Disclosure Statement, which will be submitted to the Ethics and Compliance Department for review and reporting to the Chief Compliance Officer, who will record and report each validated conflict of interest to the Board. Form 990, Part VI, Section B, line 15 The Board of Directors is responsible for determining the compensation package for the Chief Executive Officer. An independent compensation consultant advises the Board using comparability data, expert compensation studies and other means. Paid executives who hold voting privileges may not vote or participate in discussions regarding their compensation; however, they may answer questions that will help the Board in its deliberations. The Chief Executive Officer's compensation was last reviewed in November 2016. For other officer and key employee positions, salary structures are developed and maintained based on compensation data for healthcare organizations provided by an independant compensation consultant. This data is reviwed by the CEO to determine salaries that are consistent with non-profit healthcare organizations of a similar size, mision and complexity to our organization. The salary determinations made by the CEO are submitted to and approved by the board of directors. Form 990, Part VI, Section C, line 19 MaineGeneral Health makes its governing documents, conflict of interest policy and financial statements, whether or not audited, available to the general public by providing copies immediately upon request. The latest two fiscal years of audited financial statements are available on the company's website at www.mainegeneral.org. In addition, the Administrative Director of Finance distributes financial statements and budgets on a quarterly and annual basis to designated third parties. Form 990, Part XI, line 9: Other Pension Related Changes -1404660. Form 990 Part XII, Line 2c. MaineGeneral Health did not change its oversight process or selection process during the current tax year. Kennebec Risk LLC PO Box 530 Burlington VT 054020530 455473855 Captive Insurance Company VT 0 0 MaineGeneral Medical Center MaineGeneral Medical Center 35 Medical Center Parkway Augusta ME 04330 043369653 Hospital ME 501(c)(3) Line 3 MaineGeneral Health 1 MaineGeneral Community Care 35 Medical Center Parkway Augusta ME 04330 010524384 Provider of home care, hospice, and community support services ME 501(c)(3) Line 9 MaineGeneral Health 1 MaineGeneral Rehabilitation & Long-term Care 35 Medical Center Parkway Augusta ME 04330 222789192 Provider of long-term and residential care services ME 501(c)(3) Line 9 MaineGeneral Health 1 MaineGeneral Retirement Community 35 Medical Center Parkway Augusta ME 04330 010627194 Provider of assisted and residential living services ME 501(c)(3) Line 9 MaineGeneral Health 1 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 MaineGeneral Medical Center L 11462312 Fair market value MaineGeneral Rehabilitation & Long-term Care L 75000 Fair market value MaineGeneral Retirement Community L 23000 Fair market value MaineGeneral Community Care L 75000 Fair market value