2016-08-12T07:48:17-07:00 2015-09-30 KPMG LLP 2 Financial Center 60 South Street Boston MA 02110 990 2014-10-01 050309043 Gateway Healthcare Inc GATE 4016676502 249 Roosevelt Avenue Pawtucket RI 02860 Mary A Wakefield Treasurer 2016-08-12 true Tara D'Agostino P01245482 6179881000 2014 2016-09-27 15:27:22Z Richard H LeClerc 167 Point Street Providence RI 02903 37410536 false false X www.gatewayhealth.org X 1995 RI The development, establishment, operation, maintenance, and provision of mental health and substance abuse treatment services and other related services for children, adults, the elderly, and families in Rhode Island and neighboring communities. 20 14 983 15 0 2710997 2390580 37659788 31750603 56758 415322 1494870 1931509 41922413 36488014 0 0 39907651 29622806 0 2702 8888098 10973198 48795749 40596004 -6873336 -4107990 15859763 14268302 17530708 19912158 -1670945 -5643856 X The development, establishment, operation, and maintenance of mental health and substance abuse treatment services and other related services for children, adults, the elderly, and families in Rhode Island and neighboring communities. false false 18062784 22840998 Gateway Healthcare, Inc.'s (Gateway) Emergency Services program provides around the clock telephone and face-to-face crisis intervention services to adults and families experiencing an emotional crisis. A crisis hot line is staffed at all times by Master Level crisis clinicians who provide support and guidance to active consumers of Gateway or those in need of help accessing care. Face-to-face evaluation and crisis de-escalation are provided through a team of office-based, emergency department-based, and home-based clinicians who respond to calls for intervention statewide. In addition to crisis management, Emergency Services ensures that consumers in need of ongoing treatment gain access to treatment, or if they are medically or psychiatrically hospitalized, will assist consumers with discharge planning and care coordination. (See Schedule O) 9399350 9349400 Gateway's Children's Services program consists of comprehensive mental health services for children, youth, and families. Services include emergency response and crisis intervention in both the community and at local hospitals. Therapeutic services include individual, group, and family therapy provided in an office setting or at home or within the community. The Empowered Families CEDARR program provides assessment and referral for children with all types of special needs. Residential treatment services include short term crisis stabilization programs as well as longer-term treatment programs for children and adolescents. 1779193 1656703 Adult substance abuse services offer substance abuse education as well as individual, family, and group counseling in an office-based outpatient setting. In addition to psychotherapy, case management, outreach, and crisis intervention services are also provided. Psychiatric services and assessments are available, as well as medication-assisted therapy for people suffering from addiction or dealing with the effects of medications needed for treatment of co-occurring substance abuse and other emotional disorders. (See Schedule O) 29241327 true true false false false false false false true true true false false true true true false true false false false false false false true false false false false true false false false false false false false false false true false false false false false false true true false false false true 87 0 true 983 true false false false false false false true true false 0 false false false false false false false false false false X 20 14 true false true false true true true true true false false true true true true true true true true false X Scott W DiChristofero 4016676502 249 Roosevelt Ave Ste 205 Pawtucket RI 02860 X Thomas Anders MD Director 0.00 0.70 X 0 0 0 Lawrence Aubin Sr Chair 0.25 6.75 X X 0 0 0 Timothy J Babineau MD Director 2.00 38.00 X 0 2097376 308492 Emanuel Barrows Director 0.00 6.00 X 0 0 0 Roger Begin Director 0.00 1.00 X 0 0 0 David A Brown Director 0.00 0.00 X 0 0 0 Peter Capodilupo Director 0.00 8.00 X 0 0 0 Ellen A Collis Director 0.00 1.00 X 0 0 0 Michael Ehrlich MD Director 0.50 3.00 X 0 6439 0 Jonathan D Fain Director 0.00 1.00 X 0 0 0 Edward D Feldstein Director 0.00 5.00 X 0 0 0 David Gorelick MD Director 0.50 2.50 X 0 0 0 Michael L Hanna Director 0.50 3.70 X 0 0 0 Pamela Harrop MD Director 2.00 13.00 X 0 0 0 Marie J Langlois Director 0.00 3.00 X 0 0 0 Jerrold Lavine Director 0.00 0.00 X 0 0 0 Alan H Litwin Vice Chair 0.50 9.50 X X 0 0 0 Steven Pare Director 0.00 2.50 X 0 0 0 Lloyd J Robertson Director 0.00 5.00 X 0 0 0 Lawrence Sadwin Director 0.42 7.58 X 0 0 0 Fred J Schiffman Director 0.00 0.00 X 0 0 0 Shivan Subramaniam Director 0.00 4.00 X 0 0 0 Jane Williams MD Director 0.00 0.00 X 0 0 0 Brian J Zink MD Director 0.20 1.40 X 0 1000 0 Kenneth E Arnold Secretary 2.00 38.00 X 0 732566 30234 Scott W DiChristofero CFO 30.00 10.00 X 101293 50045 34925 Richard H LeClerc President 23.75 16.25 X 218412 103087 17637 Mary A Wakefield Treasurer 1.00 39.00 X 0 1667207 124092 Stephen Chabot MD Medical Director 40.00 0.00 X 248222 0 9192 Sajid Choudhry MD Psychiatrist 40.00 0.00 X 153135 0 10659 Teresa Greer MD Psychiatrist 40.00 0.00 X 162316 0 10545 Brandon H Krupp MD Psychiatrist 40.00 0.00 X 210220 0 2199 David Savitzky MD Assoc Med Director 40.00 0.00 X 203442 0 22653 Richard P Whalen MD Psychiatrist 40.00 0.00 X 181939 0 24712 James DiNunzio Director- Adult Services 40.00 0.00 X 124115 0 18486 Katherine E Powell Director- Child Services 40.00 0.00 X 120297 0 22398 Henry Sachs III MD Trustee 0.00 40.00 X 0 373744 63171 1723391 5031464 699395 25 true true false Netsmart Technologies Inc PO Box 823519 Philadelphia PA 19182 Pat. Billing/Support 158037 1 21747 2368833 2390580 Client Fees 900099 302221 302221 Patient Revenue 900099 27521480 27521480 Program Service Fees 900099 3108176 3108176 Rent 900099 818726 818726 31750603 12999 12999 0 0 0 1109757 185200 864288 28346 245469 156854 402323 156854 245469 21753 21747 29888 -8135 -8135 0 0 Joint venture 900099 467306 467306 Mainstream 900099 510877 510877 Management Fees 900099 716522 716522 244939 244939 1939644 36488014 33847101 250333 0 0 0 0 256138 256138 33969 33969 23245866 20232594 3012532 740 638502 559962 78540 3807116 3347312 459804 1641215 1443125 198033 57 0 66891 66891 115356 115356 0 0 0 3424811 17108 3407703 30147 30147 523928 45609 478319 384510 3728 380782 0 2451295 1134361 1316934 6667 2215 4452 0 0 292803 84071 208732 0 949500 949500 332580 332580 Mainstream Expense 569887 569887 Repairs and Maintenance 567102 491492 75610 Program expenses 535392 517220 18172 Provision for bad debts 453888 453888 268441 48648 217888 1905 40596004 29241327 11351975 2702 1166965 935015 118045 119221 0 5289225 3819244 0 0 0 0 41417 2000 20742370 14555494 6319581 6186876 0 0 0 0 2924530 3205946 15859763 14268302 6162725 3905413 3535 3535 3678913 3385753 7685535 12617457 17530708 19912158 X -2581428 -6492028 857800 795489 52683 52683 -1670945 -5643856 15859763 14268302 X -4107990 -252321 387400 X false true X true true true X 6076891 9655331 570972 2710997 2390580 21404771 31876602 30700269 9346356 37659788 31750603 141333618 0 0 433500 433500 154626 695504 645104 2362234 38386993 40789100 10071954 41066289 34786287 165100623 0 0 165100623 22553 7999 4778 13246 12999 61575 0 22553 7999 4778 13246 12999 61575 0 3846228 2090768 437974 1525800 2118251 10019021 42255774 42887867 10514706 42605335 36917537 175181219 0.94250 0.93770 0.00040 0.00080 X Support Schedule: Additional Supplemental Information Effective July 1, 2013, Gateway became an affiliate of Lifespan Corporation. As a result, Gateway's fiscal year was changed from June 30th to September 30th. The information provided in column (c) of Part III, Section A consists of Gateway's activities from July 1, 2013 through September 30, 2013, with the activities included in Gateway's new fiscal years ended September 30, 2014 and 2015 being disclosed in columns (d) and (e), respectively. The activities from July 1, 2012 through June 30, 2013 are disclosed in column (b). The prior fiscal year ended June 30, 2012 is being reported in column (a). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true X 849516 -4301 845215 771030 78486 849516 736018 35012 771030 736018 736018 1.00000 false false false 1331690 1331690 6029712 3266424 2763288 5861036 4999008 862028 6615191 5512657 1102534 904741 777405 127336 6186876 Deposits 24903 Due From Related Parties 1860530 Mass mutual life insurance 180013 Other assets 295285 Pooled Endowment Investment 845215 3205946 Due to Affiliates 12617457 12617457 X Part IV, Line 2b: Explanation of escrow account liability The escrow account is maintained for tenant security deposits held and maintained for Shelter plus care program. Part V, Line 4: Intended uses of the endowment fund. Part V, Line 4Gateway's endowment fund was established to provide financial support for the provision of outpatient and residential behavioral health services to children who reside in the Blackstone Valley. Funds are available for both operating expenses and capital expenditures to enhance existing programs or initiate new programming. Part X : FIN48 Footnote Gateway, as a not-for-profit corporation, is recognized under Section 501 (c)(3) of the Internal Revenue Code and is exempt from Federal income taxes. Gateway recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount of benefit that is greater than fifty percent likely to be realized upon settlement. Changes in measurement are reflected in the period in which the change in judgment occurs. Gateway did not recognize the effect of any income tax positions during the fiscal year ended September 30, 2015. false Golf Tourney 37975 19822 18153 1516 15651 200 5030 Annual Luncheon 5525 1925 3600 4533 2958 43500 21747 21753 1516 20184 200 7988 29888 -8135 X X X X X false true false false false false false true false false Brandon H Krupp MD Psychiatrist 210220 2199 212419 David Savitzky MD Assoc Med Director 202511 931 1580 21073 226095 Henry Sachs III MD Trustee 273630 62843 37271 42465 20706 436915 27974 James DiNunzio Director- Adult Services 115255 8747 113 18486 142601 Katherine E Powell Director- Child Services 111474 8604 219 22398 142695 Kenneth E Arnold Secretary 479128 155561 97877 13000 17234 762800 Mary A Wakefield Treasurer 645835 221000 800372 107538 16554 1791299 526051 Richard H LeClerc President 172930 42152 51000 45482 9935 14181 3456 232593 106543 15400 Richard P Whalen MD Psychiatrist 180825 1114 1382 23330 206651 Sajid Choudhry MD Psychiatrist 152588 547 974 9685 163794 Scott W DiChristofero CFO 101171 24667 25000 122 378 13768 17010 4147 118303 67960 Stephen Chabot MD Medical Director 226766 16462 4994 2171 7021 257414 Teresa Greer MD Psychiatrist 161106 1210 1039 9506 172861 Timothy J Babineau MD Director 1037312 616410 443654 285101 23391 2405868 123313 Part I, Line 7: Non-Fixed payments not listed above The Lifespan Annual Incentive Compensation Plan provides a financial award opportunity for designated members of management, based on quantified objectives that are approved in advance by the Compensation Committee of the Lifespan Corporation Board of Directors. A specified level of financial and non-financial performance must be met before any award is earned. The objectives vary from year to year and generally include various aspects of financial measures in addition to non-financial performance measures. For certain participants in the Annual Incentive Compensation Plan, the award opportunity is divided into two pools. The first pool represents 70% of any earned incentive award, based on the achievement of the team performance objectives. The remaining 30% pool is distributed on an individual basis to participants at the discretion of the CEO, in each case subject to approval by the Compensation Committee of the Lifespan Corporation Board of Directors. Additionally, certain physicians and executives participate in incentive compensation plans arranged through individual contractual agreements which stipulate non-fixed payments based on meeting criteria comprised of various quality and productivity markers. Part III, Additional Information Included in the Schedule J, Part II, Line (B)(iii) calendar year 2014 compensation for Timothy J. Babineau, MD, President & Chief Executive Officer, was a retention payment of $250,000 (earned during the transition to a new Lifespan CEO) made by Lifespan Corporation to Dr. Babineau in his capacity as President & CEO of the Lifespan health system.Included in the Schedule J, Part II, Line (B)(iii) calendar year 2014 compensation for Mary A. Wakefield, Executive Vice President & Chief Financial Officer, was a one-time retention payment in the amount of $700,000 (earned during the transition to a new Lifespan CEO) made by Lifespan Corporation to Ms. Wakefield in her capacity as EVP & CFO of the Lifespan health system. Barbara LeClerc Spouse- Pres 33969 Employee Comp. false Schedule L, Part V Supplemental Information * The spouse of Richard H. LeClerc, President & CEO, is employed as a part-time nurse of Gateway Healthcare, Inc.'s (Gateway) Adult Community Support program. In fiscal year 2015, Gateway paid Barbara LeClerc $33,969 for her services.* The daughter of Richard H. LeClerc, President & CEO, is employed as a counselor in Lifespan School Solution's (LSS) Valley School Program. In fiscal year 2015, Gateway and LSS paid Laura LeClerc $13,727 for her services. Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et Kenneth E. Arnold, Secretary, Timothy J. Babineau, MD, Director, and Mary A. Wakefield, Treasurer, are officers of related for-profit corporations. Mr. Arnold and Ms. Wakefield are officers of the same related for-profit organizations, Lifespan MSO, Inc. and Lifespan Risk Services, Inc. Dr. Babineau and Ms. Wakefield are officers of the same related for-profit organization, VNA Technicare, Inc.Lawrence Aubin, Chair, and Shivan Subramaniam, Director, are Directors of Citizens Bank.Scott W. DiChristofero, CFO, and Katherine Powell, former VP of Child Services, also hold officer positions at Gateway Professional Group, Inc. (GPG), a related for-profit corporation. Gateway received reimbursement of expenses from GPG during the tax year. Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents Changes made to the orgnization's bylaws during the fiscal year ended September 30, 2015 include:(1) the Chairs of each of Rhode Island Hospital Foundation, The Miriam Hospital Foundation, Newport Hospital Foundation, Bradley Hospital Foundation, and Gateway Foundation are no longer considered ex-officio voting directors of Lifespan Corporation; and(2) the number of elected directors of the Board has been changed to a minimum of fourteen, from nine, and a maximum of thirty-one, from twenty-six. Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder Lifespan Corporation is the sole corporate member of Gateway. Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body Effective October 23, 2012, the Board of Directors of Lifespan and the Boards of Trustees of Rhode Island Hospital, The Miriam Hospital, Newport Health Care Corporation, Newport Hospital, and Emma Pendleton Bradley Hospital approved a restructuring of their governance. Gateway joined the Lifespan health system on July 1, 2013 and adopted this restructured governance. The restructuring has increased governance effectiveness and has streamlined governance operation, as well as provided a single strategic perspective for the Lifespan system hospitals. Pursuant to the restructuring, the bylaws of each of the affiliates were amended such that the composition of the boards of trustees of each of the hospitals and Newport Health Care Corporation is defined as those persons serving from time to time as the directors of Lifespan. As a result, the Boards of each entity are comprised of the same individuals. The Board of each entity retains its responsibilities and authorities notwithstanding the revision in its composition. The Board of Directors of Lifespan consists of not less than fourteen nor more than thirty-one directors, including the President and CEO of Lifespan, who serves ex-officio with vote, and the following ex-officio voting directors: the Chairs of Rhode Island Hospital Foundation, The Miriam Hospital Foundation, Newport Hospital Foundation, Bradley Hospital Foundation, and Gateway Foundation, each of whom, by extension, serves as a trustee of each of the hospitals.Additionally, the bylaws of Gateway confer certain reserved powers upon Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove Gateway trustees and to approve the election of and to remove certain officers. Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders As noted above, the Gateway Board is comprised of the same individuals who serve on the Lifespan Board. Lifespan has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness. Form 990, Part VI, Line 11b: Form 990 Review Process The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Lifespan's Finance Department, with review by Lifespan's tax advisors, KPMG LLP (KPMG). The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and reviewed by the Corporate Services Tax Compliance Manager, the Director of Finance, and the Vice President of Finance - Corporate Services. The Form 990 is forwarded to KPMG for further review. KPMG provides the Tax Compliance Manager with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form, along with a video presentation detailing form highlights, are posted to the Gateway's Board of Directors website portal in advance of its next Board meeting, at which all questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password protected website portal. The EVP/CFO is authorized to file the Form 990. Form 990, Part VI, Line 19: Other Organization Documents Publicly Available Lifespan, the sole member of Gateway, currently makes its annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's financial information to repositories and investors alike. Gateway's financial statements are included in the audited consolidated financial statements of Lifespan Corporation and Affiliates. In addition, copies of Gateway's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail. Other Changes In Net Assets Or Fund Balances - Other Increases Change in funded status of pension plan = $387400 Form 990, Part I, Line 1: Established in 1995 as a community mental health center for residents of northern and central Rhode Island, Gateway has grown to include more than 38 locations across Rhode Island, including Pawtucket, Central Falls, Johnston, Cranston, Lincoln, Smithfield, and West Greenwich. Gateway's size and statewide reach sets it apart from other community-based mental health and substance abuse organizations, providing more than $1.5 million in free care each year to those in need. Gateway and its affiliates employ over 550 professionals and reach more than 15,000 Rhode Islanders each year through residential, outpatient, and community-based programs. Gateway's network affiliates include The Autism Project, Capital City Community Centers, and FRIENDS WAY. Form 990, Part III, Line 4a (continued): Adult health home and rehabilitative treatment services provide community based services through outreach efforts and support to adults aged 18 and older who live with severe and persistent mental illness in the community. The program is designed to help people reach a level of recovery that will allow them to lead productive, satisfactory, and independent lives. Services include supportive counseling, advocacy, encouragement and assistance in accessing resources, individual and family psychotherapy, substance abuse treatment, skill building groups, rehabilitative services for social integration, vocational needs, educational goals, crisis intervention, nursing services, daily living skills training, evaluations of responses to treatment interventions, and ongoing assessments of needs. Form 990, Part III, Line 4c (continued): In addition to office-based therapy, Gateway also offers residential treatment for men and women in need of more intensive treatment. The three residential locations serving men and women house 12-16 individuals and are fully staffed, providing recovery services which include individual therapy, group therapy, relapse prevention, psycho-education, co-occurring disorders, spirituality, peer-led groups, trauma issues, vocational counseling, and housing case management. Form 990, Part VI, Line 12c: Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Gateway, and administered by Lifespan's Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan. Form 990, Part VI, Line 1b: *Lawrence Aubin, Chair, is a Director of Citizens Bank (Citizens). In 2013, Rhode Island Hospital (RIH), The Miriam Hospital (TMH), and Emma Pendleton Bradley Hospital (EPBH) entered into a master lease and loan and security agreement with Citizens Asset Finance, an affiliate of Citizens, to which RIH, TMH, and EPBH made debt service and interest payments during the fiscal year ended September 30, 2015. Additionally, Mr. Aubin is the owner of Lawrence Investments, LLC, with which Lifespan entered into a ten-year operating lease of certain health care facilities in July 2015. During fiscal year 2015, Lifespan paid rent to Lawrence Investments, LLC under the terms of this lease. Lastly, Lifespan entered into a credit agreement with Citizens Bank in April 2015 for a line of credit facility to finance working capital requirements. During fiscal year 2015, RIH and EPBH paid Citizens interest payments on the outstanding facility balance.*Edward Feldstein, Director, is a partner in Roberts, Carroll, Feldstein, and Peirce, a law firm that provides legal services to Lifespan Risk Services, Inc. on behalf of various Lifespan affiliates.*The spouse of Pamela Harrop, Director, is employed as a cardiologist by TMH. *Shivan Subramaniam, Director, is the Chairman of FM Global and served as CEO of FM Global through December 31, 2014. Lifespan purchases property insurance coverage from Factory Mutual Insurance Company, a member of FM Global. Additionally, Mr. Subramaniam is a Director of Citizens. In 2013, RIH, TMH, and EPBH entered into a master lease and loan and security agreement with Citizens Asset Finance, an affiliate of Citizens, to which RIH, TMH, and EPBH made debt service and interest payments during the fiscal year ended September 30, 2015. Also, Lifespan entered into a credit agreement with Citizens Bank in April 2015 for a line of credit facility to finance working capital requirements. During fiscal year 2015, RIH and EPBH paid Citizens interest payments on the outstanding facility balance. *Brian J. Zink, MD, Director, received taxable tuition reimbursement from RIH. Form 990, Part VI, Lines 15a: The following applies to Lifespan and all of its affiliates, including Gateway Healthcare, Inc.:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies with both law and contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan and affiliate Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. The independent consultants are not engaged by management to perform any services for Lifespan without prior approval by the Committee.Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives.The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants.Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration.New Participants in Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program, certain members of the Lifespan CEO's Council work with the Committee's independent compensation consultant or relies on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude with acceptance of a reasonable compensation offer. Alternative Living Concepts 249 Roosevelt Avenue Pawtucket RI 02860 050442015 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Bayberry Courts Inc 249 Roosevelt Avenue Pawtucket RI 02860 204590384 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Bradley Hospital Foundation 167 Point Street Providence RI 02803 050500688 Philanthropic Activities RI 501(c)(3) 7 Lifespan Corporation false Capital City Community Centers Inc 249 Roosevelt Avenue Pawtucket RI 02860 050259090 Daycare Services RI 501(c)(3) 7 Gateway Healthcare Inc true Emma Pendleton Bradley Hospital 1011 Veterans Memorial Parkway East Providence RI 02915 050258806 Pediatric Psychiatric HealthCare Service RI 501(c)(3) 3 Lifespan Corporation false Families Reaching Into Each New Day 249 Roosevelt Avenue Pawtucket RI 02860 050504841 Bereavement Services for Children RI 501(c)(3) 7 Gateway Healthcare Inc true Gateway Foundation 249 Roosevelt Avenue Pawtucket RI 02860 464002163 Philanthropic Activities RI 501(c)(3) 7 Lifespan Corporation false Hospital Properties Inc 167 Point Street Providence RI 02860 222869743 Property Management RI 501(c)(4) N/A Lifespan Corporation false Human Service Realty Inc 249 Roosevelt Avenue Pawtucket RI 02860 050398161 Housing for Elderly and Mentally Ill RI 501(c)(2) N/A Gateway Healthcare Inc true JM Apartments Inc 249 Roosevelt Avenue Pawtucket RI 02860 050435537 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Lifespan Corporation 167 Point Street Providence RI 02903 222861978 Holding Company/Mgmnt Services RI 501(c)(3) 11 NA false Lifespan Diversified Services Inc 167 Point Street Providence RI 02903 050258935 Holding Company/Mgmnt Services RI 501(c)(3) 11 Lifespan Corporation false Lifespan Foundation 167 Point Street Providence RI 02903 050493219 Philanthropic Activities RI 501(c)(3) 7 Lifespan Corporation false Lifespan of Massachusetts Inc c/o Archstone Law 245 Winter St Waltham MA 02451 043408517 Holding Company MA 501(c)(3) 11 Lifespan Corporation false Lifespan Physician Group Inc 167 Point Street Providence RI 02903 050389801 Healthcare Services RI 501(c)(3) 9 Lifespan Corporation false Lifespan School Solutions Inc 225 Chapman Street Providence RI 02905 464910847 Educational Services RI 501(c)(3) 2 Emma Pendleton Bradley Hospital false LJR Corporation 249 Roosevelt Avenue Pawtucket RI 02860 030508346 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Mill River Community Housing Corporation 249 Roosevelt Avenue Pawtucket RI 02860 050427152 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Newport Health Care Corporation 11 Friendship Street Newport RI 02840 222535537 Holding Company/Mgmnt Services RI 501(c)(3) 7 Lifespan Corporation false Newport Health Property Management 11 Friendship Street Newport RI 02840 222335539 Property Management RI 501(c)(3) 11 Newport Health Care Corporation false Newport Hospital 11 Friendship Street Newport RI 02840 050258914 Health Care Services RI 501(c)(3) 3 Lifespan Corporation false Newport Hospital Foundation Inc 11 Friendship Street Newport RI 02840 222535533 Philanthropic Activities RI 501(c)(3) 7 Lifespan Corporation false NHCC Medical Associates Inc 11 Friendship Street Newport RI 02840 050472268 Health Care Services RI 501(c)(3) 9 Lifespan Corporation false Obed Apartments Inc 249 Roosevelt Avenue Pawtucket RI 02860 050422771 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Pathways Inc 249 Roosevelt Avenue Pawtucket RI 02860 050393004 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Rhode Island Hospital 593 Eddy Street Providence RI 02903 050258954 Health Care Services RI 501(c)(3) 3 Lifespan Corporation false Rhode Island Hospital Foundation 167 Point Street Providence RI 02903 050468736 Philanthropic Activities RI 501(c)(3) 7 Lifespan Corporation false RIH Ventures 593 Eddy Street Providence RI 02903 050448686 Parking Facilities/Phleb otomy Services RI 501(c)(3) 9 Lifespan Corporation false Shore Courts Inc 249 Roosevelt Avenue Pawtucket RI 02860 050504003 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true The Autism Project 249 Roosevelt Avenue Pawtucket RI 02860 050512037 Services for Children with Autism RI 501(c)(3) 9 Gateway Healthcare Inc true The Miriam Hospital 164 Summit Avenue Providence RI 02906 050258905 Health Care Services RI 501(c)(3) 3 Lifespan Corporation false The Miriam Hospital Foundation 167 Point Street Providence RI 02903 050377502 Philanthropic Activities RI 501(c)(3) 7 Lifespan Corporation false TLR Realty 249 Roosevelt Avenue Pawtucket RI 02860 043742771 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Wentworth Corporation 249 Roosevelt Avenue Pawtucket RI 02860 050488520 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true Westerly Courts Inc 249 Roosevelt Avenue Pawtucket RI 02860 611439766 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true JRR Housing 249 Roosevelt Avenue Pawtucket RI 02860 263121266 Housing for Elderly and Mentally Ill RI 501(c)(3) 9 Gateway Healthcare Inc true RI Sound Enterprises Insurance Co Ltd 65 Front Street Hamilton HM 12 BD Offshore Insurance Captive BD N/A N/A Lifespan Corporation false Gateway Professional Group Inc 249 Roosevelt Avenue Pawtucket RI 02860 050498391 Psychotherapy RI Gateway Healthcare C Corp 35699 67925 1.00000 true Lifespan MSO Inc 167 Point Street Providence RI 02903 050508717 Mgmnt Svcs RI Lifespan Corp C Corp false Lifespan Risk Services Inc 167 Point Street Providence RI 02903 050459767 Risk Mgmnt RI Lifespan Corp C Corp false VNA Technicare Inc 622 George Washington Highway Lincoln RI 02865 050472710 DME Sales RI LDS Inc C Corp false true false false false false false false false false false false false true true true false true false false Capital City Community Centers Inc q 403398 Accrual Families Reaching Into Each New Day q 95541 Accrual Pathways Inc q 53703 Accrual Shore Courts Inc q 53674 Accrual The Autism Project a 52200 Accrual The Autism Project q 187325 Accrual