2025-11-12T16:38:37-06:00 2024-12-31 135565207 KPMG LLP MISSION TOWERS I 3975 FREEDOM CIRCLE DR SANTA CLARA CA 95054 990 2024-01-01 680360801 JOHN MUIR PHYSICIAN NETWORK JOHN 9259393000 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 TED WANG CFO 9259393000 2025-11-07 1 0 CAREY MCKEE P01281067 4083675764 2025-11-07 2024 2025-03-06 01:10:19Z MICHAEL S THOMAS 1400 TREAT BLVD WALNUT CREEK CA 94597 519796626 0 X WWW.JOHNMUIRHEALTH.COM X 1955 CA TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE WITH QUALITY AND COMPASSION. 16 15 1155 10 0 0 120063640 122214417 461507970 396791859 460040 186642 0 0 582031650 519192918 1306752 540259 0 0 112413818 104075544 0 0 0 485050090 424411272 598770660 529027075 -16739010 -9834157 185336528 167418772 121576496 113492897 63760032 53925875 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 0 0 330028366 540259 267330001 CLINIC OPERATIONS:THE CLINIC OPERATIONS DIVISION PROVIDES PRIMARY CARE AND URGENT CARE SERVICES TO OVER 580,000 PATIENTS AT MORE THAN 70 PRACTICES THROUGHOUT THE SERVICE AREA. THE PHYSICIAN NETWORK'S PRIMARY CARE AND URGENT CARE CENTERS ARE STAFFED BY APPROXIMATELY 245 PRIMARY CARE PHYSICIANS (FAMILY PRACTICE, INTERNAL MEDICINE AND PEDIATRICS) AND ADVANCED PRACTICE PROVIDERS 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 AND HOSPITALIST PROGRAM. THE NETWORK ALSO HAS SPECIALTY PHYSICIANS IN CARDIOLOGY, COLORECTAL CANCER, RHEUMATOLOGY, OBSTETRICS, ONCOLOGY, GENERAL SURGERY, GASTROENTEROLOGY AND UROLOGY.THE JOHN MUIR HEALTH PHYSICIAN NETWORK RECEIVED ELITE STATUS FROM AMERICA'S PHYSICIAN GROUPS FOR THE 14TH 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. 95299031 0 128417088 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. 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). 1364470 0 1044770 CLINICAL RESEARCH DIVISION:JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER IS A TOP RATED AND HIGHLY REPUTABLE CLINICAL RESEARCH SITE IN OUR REGION. IN 2024, THE CLINICAL RESEARCH CENTER PERFORMED 28 CLINICAL TRIALS SPONSORED BY THE PHARMACEUTICAL AND BIOTECHNOLOGICAL INDUSTRY INVOLVING 250 PATIENTS. 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. 426691867 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 585 0 1 1155 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 16 15 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 CA X JEFFREY SMITH 9259393000 1400 TREAT BLVD WALNUT CREEK CA 94597 MICHAEL S THOMAS PRESIDENT/CEO 5.00 70.00 X X 0 2125935 1676571 JAY HARRIS CHAIRMAN 5.00 10.00 X X 0 0 0 ROGER BAILEY VICE CHAIRMAN 5.00 10.00 X X 0 31250 0 JOHN SAYRES SECRETARY & TREASURER 5.00 10.00 X X 0 31250 0 FATIMA ANGELES DIRECTOR 5.00 10.00 X 0 31250 0 CHINNAVUTH DE MONTEIRO MD DIRECTOR 5.00 10.00 X 0 31250 0 STEVEN GREEN MD DIRECTOR 5.00 10.00 X 0 39500 0 ANNE GRODIN DIRECTOR 5.00 10.00 X 0 31250 0 CAROLYN LACEY MD DIRECTOR 5.00 10.00 X 0 31250 0 LAUREN MARKSTEIN DIRECTOR 5.00 10.00 X 0 25000 0 MARK MUSCO MD DIRECTOR 5.00 10.00 X 0 31250 0 KATHLEEN ODNE DIRECTOR 5.00 10.00 X 0 31250 0 JACK THOMPSON DIRECTOR 5.00 10.00 X 0 31250 0 PETER WILSON DIRECTOR 5.00 10.00 X 0 31250 0 VIVIAN WING MD DIRECTOR 5.00 10.00 X 0 31250 0 STEVEN YOUNG MD DIRECTOR 5.00 10.00 X 0 25000 0 MAUREEN STEVENSON MD CAO 60.00 0.00 X 949875 0 338771 MELINDA ESTEP SENIOR VP/CFO (THRU 6/4/24) 5.00 70.00 X 0 717836 8033 TIM MAURICE INTERIM CFO (AS OF 6/4/24) 5.00 70.00 X 0 374400 0 JANE WILLEMSEN CHIEF OPERATING OFFICER 6.00 66.00 X 0 1585728 607981 RAMZY AWAD VP FOUNDATION PRACTICE OPS 60.00 0.00 X 494531 0 259245 TIMOTHY SOUVA EXECUTIVE DIR, PRACTICE OPS 60.00 0.00 X 310036 0 84866 ZACHARY LADNER PHYSICIAN ASSISTANT 60.00 0.00 X 300528 0 58873 MICHELE CLAAR SUPERVISOR, NUCLEAR MEDICINE 60.00 0.00 X 276040 0 80732 JAYLA KYAW DIRECTOR, MEDICAL GROUP SUPPORT 60.00 0.00 X 275547 0 45550 2606557 5237149 3160622 192 0 1 0 JOHN MUIR MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 126483321 JOHN MUIR CARDIOVASCULAR MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 29696735 JOHN MUIR SPECIALTY MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 24742910 JOHN MUIR HEALTH CANCER MEDICAL GROUP 1450 TREAT BOULEVARD WALNUT CREEK CA 94598 MEDICAL 19154086 BAY AREA SURGICAL SPECIALIST PO BOX 97297 LAS VEGAS NV 89193 MEDICAL 8080646 104 122214417 122214417 NET PATIENT REVENUE 624100 242328036 242328036 PREMIUM REVENUE 624100 133630179 133630179 OTHER SERVICE REVENUE 624100 20833644 20833644 396791859 775350 775350 15000 603708 -588708 -588708 -588708 519192918 396791859 0 186642 X 540259 540259 1288646 1095350 193296 79050695 66083074 12967621 4841514 4012291 829223 13433168 12210750 1222418 5461521 4781937 679584 20063068 614152 19448916 166915 140110 26805 283798569 261601397 22197172 927463 675154 252309 23381843 23324531 57312 53444 24504 28940 1431887 521145 910742 11367524 4137287 7230237 3268658 1189650 2079008 PHARMACEUTICALS 41576309 41576309 ADMINISTRATIVE SERVICES 34081040 0 34081040 MEDICAL SUPPLIES 3813501 3813501 LICENSES & TAXES 91106 62166 28940 389945 288300 101645 529027075 426691867 102335208 0 2972 2346 26212944 31690044 0 0 28115261 17969976 0 0 0 0 0 0 1186753 355540 7704635 2252846 183322488 82812943 104239664 100509545 0 0 0 0 5249960 3911209 11585645 9471802 1038694 1255464 185336528 167418772 31326260 29938925 0 0 171933 48457 0 0 0 0 0 0 0 0 0 0 90078303 83505515 121576496 113492897 X 63760032 53925875 0 0 63760032 53925875 185336528 167418772 -9834157 0 X 0 1 X 1 0 X X 1 JOHN MUIR HEALTH 941461843 3 1 540259 426151608 1 540259 426151608 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 PART-III LINE-11 SUPPORTING ORGANIZATION AMOUNT OF SUPPORT PROVIDED 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 $426,151,608 DURING 2024. SEE SCHEDULE O FOR ADDITIONAL DETAIL REGARDING THE PROGRAMS THAT WERE FUNDED. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 14640000 14640000 52229045 11831508 40397537 73180015 45696222 27483793 32383263 25285213 7098050 10890165 10890165 100509545 LEASE LIABILITIES 67569451 LIABILITY TO RELATED PARTY 14849562 OTHER LIABILITIES 1086502 83505515 401184748 0 401184748 118008170 118008170 519192918 528486816 0 528486816 540259 540259 529027075 PART XI, LINE 4B - OTHER ADJUSTMENTS: GROSS-UP FOR REVENUE INCLUDED IN CHANGES IN NET ASSETS 118,008,170. PART XII, LINE 4B - OTHER ADJUSTMENTS: GROSS-UP FOR EXPENSES INCLUDED IN CHANGES IN NET ASSETS 540,259. 1 JOHN MUIR HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 941461843 501 (C) (3) 540259 0 N/A N/A GENERAL SUPPORT 1 0 PART I, LINE 2: GRANT MONITORING PROCESS JOHN MUIR HEALTH FINANCIAL MANAGEMENT MONITORS THE USE OF RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. X 0 0 1 1 0 0 0 0 0 0 0 MICHAEL S THOMAS PRESIDENT/CEO 0 1423500 0 676181 0 26254 0 1657032 0 19539 0 3802506 0 676181 JANE WILLEMSEN CHIEF OPERATING OFFICER 0 1096693 0 449639 0 39396 0 580463 0 27518 0 2193709 0 449639 MAUREEN STEVENSON MD CAO 734913 0 195237 0 19725 0 322674 0 16097 0 1288646 0 195237 0 RAMZY AWAD VP FOUNDATION PRACTICE OPS 392996 0 86244 0 15291 0 232644 0 26601 0 753776 0 86244 0 MELINDA ESTEP SENIOR VP/CFO (THRU 6/4/24) 0 342539 0 61737 0 313560 0 0 0 8033 0 725869 0 61737 TIMOTHY SOUVA EXECUTIVE DIR, PRACTICE OPS 268379 0 41013 0 644 0 66384 0 18482 0 394902 0 41013 0 TIM MAURICE INTERIM CFO (AS OF 6/4/24) 0 374400 0 0 0 0 0 0 0 0 0 374400 0 0 ZACHARY LADNER PHYSICIAN ASSISTANT 294241 0 1000 0 5287 0 34313 0 24560 0 359401 0 1000 0 MICHELE CLAAR SUPERVISOR, NUCLEAR MEDICINE 275040 0 1000 0 0 0 59662 0 21070 0 356772 0 1000 0 JAYLA KYAW DIRECTOR, MEDICAL GROUP SUPPORT 208167 0 67089 0 291 0 34539 0 11011 0 321097 0 67089 0 PART I, LINE 1A HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES JOHN MUIR HEALTH AND JOHN MUIR PHYSICIAN NETWORK PAY UP TO 50% OF HEALTH CLUB DUES FOR EXECUTIVE DIRECTORS OF OPERATIONS, VICE PRESIDENTS AND ABOVE. IF UTILIZED, THESE BENEFITS ARE TREATED AS TAXABLE INCOME TO THESE INDIVIDUALS. PART I, LINE 3 EXECUTIVE COMPENSATION PROCESS 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 PART I, LINES 4A-B SEVERANCE OR CHANGE OF CONTROL PAYMENT MELINDA ESTEP, SENIOR VP/CFO, RECEIVED A SEVERANCE PAYMENT OF FOUR MONTHS OF COMPENSATION TOTALING $224,615 WHICH IS INCLUDED IN PART II, COLUMN (B)(III). PART I, LINE 4B: NON-QUALIFIED RETIREMENT PLANS 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. THE FOLLOWING EXECUTIVE PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFIT: MAUREEN STEVENSON $82,177, AND RAMZY AWAD $29,854. SUPPLEMENTAL EXECUTIVE PLAN EMPLOYEES ELIGIBLE FOR THE SUPPLEMENTAL EXECUTIVE PLAN ARE EITHER CEO OF EMPLOYEES THAT PREVIOUSLY HELD ONE OF THOSE POSITIONS. EMPLOYER WERE MADE DURING THE YEAR. SUPPLEMENTAL EXECUTIVE PLAN JOHN MUIR HEALTH, CEO OR CAO OF JOHN MUIR PHYSICIAN NETWORK, AND CURRENT 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. THE FOLLOWING EXECUTIVES PARTICIPATED IN THE PLAN AND EARNED THE FOLLOWING BENEFITS DURING THE TAX YEAR: MICHAEL THOMAS $887,895 AND JANE WILLEMSEN $39,543. FORM 990, PART VI, SECTION A, LINE 3 MANAGEMENT COMPANY 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 FURTHER 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. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF THE JOHN MUIR PHYSICIAN NETWORK. FORM 990, PART VI, SECTION A, LINE 7A POWER TO ELECT OR APPOINT MEMBERS OF GOVERNING BODY 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. FORM 990, PART VI, SECTION A, LINE 7B GOVERNANCE DECISIONS SUBJECT TO APPROVAL BY THE MEMBER. 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. FORM 990, PART VI, SECTION B, LINE 11B REVIEW OF FORM 990 BY THE GOVERNING BODY 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 AND HIS DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED. A COMPLETE COPY OF THE FORM 990 IS DISTRIBUTED TO THE FULL BOARD BEFORE JOHN MUIR PHYSICIAN NETWORK WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST MONITORING ANNUALLY, THE JOHN MUIR HEALTH 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 ATTENDS 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 AS INDICATED BY THE POLICY, 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. FORM 990, PART VI, SECTION B, LINE 15B EXECUTIVE COMPENSATION 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. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC AUDITED FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE FROM THE JOHN MUIR HEALTH LEGAL DEPARTMENT UPON REQUEST. FORM 990, PART IX, LINE 11G PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 117,388,401. MANAGEMENT AND GENERAL EXPENSES 19,695,667. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 137,084,068. OTHER PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 82,869,700. MANAGEMENT AND GENERAL EXPENSES 2,501,505. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 85,371,205. OTHER PHYSICIAN FEES: PROGRAM SERVICE EXPENSES 61,343,296. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 61,343,296. JOHN MUIRMT DIABLO COMMUNITY HEALTHFUND 5003 COMMERCIAL CIRCLE SUITE 275 CONCORD CA 94520 911788973 GRANTMAKING CA 501(C)(3) 12C, III-FI JM HEALTH 0 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680249685 HEALTHCARE CA 501(C)(3) 3 JM HEALTH 0 JOHN MUIR HEALTH FOUNDATION 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 942650855 FUNDRAISING CA 501(C)(3) 7 JM HEALTH 0 JOHN MUIR HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 941461843 HEALTHCARE CA 501(C)(3) 3 N/A 0 JOHN MUIR MAGNETIC IMAGING 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 680202020 DIAG IMAGING CA N/A 0 0 BAY AREA SURGICAL VENTURES 30 S WACKER DRIVE SUITE 2302 CHICAGO IL 60606 203052802 MED SERVICES CA N/A 0 0 WALNUT CREEK CANCER PROGRAM LLC 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 372020746 MED SERVICES CA N/A 0 0 JOHN MUIRMT DIABLO PARENT COMPANY 1400 TREAT BLVD WALNUT CREEK CA 94597 900060434 INACTIVE CA N/A C 0 0 1 1 0 0 0 0 0 0 1 1 1 1 0 0 0 1 0 0 JOHN MUIR HEALTH B 540259 CASH PAID JOHN MUIR HEALTH C 117627624 CASH RECEIVED JOHN MUIR BEHAVIORAL HEALTH C 25626 CASH RECEIVED WALNUT CREEK CANCER PROGRAM C 354920 CASH RECEIVED JOHN MUIR HEALTH FOUNDATION C 4206247 CASH RECEIVED JOHN MUIR HEALTH K 7035022 SHARED SERVICES WALNUT CREEK CANCER CENTER M 5671856 MANAGEMENT FEES JOHN MUIR HEALTH Q 3179175 AGREEMENT TERMS