2016-08-11T08:33:32-05:00 2015-09-30 GRANT THORNTON LLP 75 STATE STREET BOSTON MA 02109 990 2014-10-01 042106700 Massachusetts Hospital Association Inc % JAMES VAHEY MASS 7812626000 500 District Ave Burlington MA 01803 JAMES A VAHEY Controller 7812626000 2016-08-10 true Robert J Butler Jr P00037953 6177237900 2016-08-10 2014 2016-12-15 16:53:06Z X Patricia Lynn Nicholas 500 District Ave Burlington MA 01803 11841493 false X www.mhalink.org X 1936 MA TO ADVANCE THE HEALTH OF INDIVIDUALS AND COMMUNITIES BY SERVING AS THE LEADING VOICE FOR ALL MASSACHUSETTS HOSPITALS AND HEALTHCARE SYSTEMS. 29 28 47 37 286045 -4213 0 0 10097263 10356100 574530 634496 625961 664052 11297754 11654648 47300 40450 0 0 6650307 7016882 0 0 0 4576398 3661421 11274005 10718753 23749 935895 19932411 20218771 8742907 8880671 11189504 11338100 TO ADVANCE THE HEALTH OF INDIVIDUALS AND COMMUNITIES BY SERVING AS THE LEADING VOICE FOR ALL MASSACHUSETTS HOSPITALS AND HEALTHCARE SYSTEMS AND TO HELP THEM PROVIDE HIGH QUALITY, COST EFFECTIVE AND ACCESSIBLE HEALTHCARE. false false THE MASSACHUSETTS HOSPITAL ASSOCIATION (MHA) IS A VOLUNTARY, NOT-FOR-PROFIT ORGANIZATION COMPRISED OF HOSPITALS AND HEALTH SYSTEMS, RELATED PROVIDERS, AND OTHER MEMBERS WITH A COMMON INTEREST IN PROMOTING THE GOOD HEALTH OF THE PEOPLE OF THE COMMONWEALTH OF MASSACHUSETTS. THROUGH LEADERSHIP IN PUBLIC ADVOCACY, EDUCATION, AND INFORMATION, MHA REPRESENTS AND ADVOCATES FOR THE COLLECTIVE INTERESTS OF HOSPITALS AND HEALTHCARE PROVIDERS AS WELL AS SUPPORTS THEIR EFFORTS TO PROVIDE HIGH QUALITY, COST EFFECTIVE AND ACCESSIBLE CARE. false false false true false false false false false true false false true true true false true false false false false false false true false false true false true false false false false false false false false false false false true true true false true 32 0 true 47 true true true false false false false false X 29 28 false false true false true true true true true false false true true true true true true true true false MA X X JAMES VAHEY 7812626062 500 DISTRICT AVE Burlington MA 01803 Peter J Holden Chair 1.0 1.0 X X 0 0 0 Keith A Hovan MSNR chairman-elect 1.0 1.0 X X 0 0 0 Kate E Walsh MPH TREASURER 1.0 1.0 X X 0 0 0 Mark A Keroack MD MPH SECRETARY 1.0 1.0 X 0 0 0 Patrick L Muldoon FACHE IMMEDIATE PAST CHAIR 1.0 1.0 X X 0 0 0 Jeanette G Clough IMMEDIATE PAST CHAIR RETIRED 1.0 1.0 X 0 0 0 Patricia Lynn Nicholas FACHE President & CEO 37.5 1.0 X X 801426 0 175444 Winfield S Brown MSB MHA FACHE SCOPA CHAIR 1.0 1.0 X 0 0 0 Douglas S Brown Esq SCOF Chair 1.0 1.0 X 0 0 0 Robert A Gundersen SPECIALTY HOSPITAL CHAIR 1.0 1.0 X 0 0 0 Michael L Gustafson MD MBA CIAC Chair 1.0 1.0 X 0 0 0 Dianne J Anderson RN MS Director 1.0 1.0 X 0 0 0 Bruce S Auerbach MD FACEP Director 1.0 1.0 X 0 0 0 Ronald P Bryant Director 1.0 1.0 X 0 0 0 Edward J Kelly Director 1.0 1.0 X 0 0 0 Michael J Sheehy MD Director 1.0 1.0 X 0 0 0 Joan Vitello-Cicciu PhD NEA-BC Director 1.0 1.0 X 0 0 0 Patrick Wardell MBA Director 1.0 1.0 X 0 0 0 Michael J Widmer Director 1.0 1.0 X 0 0 0 Andrew S Freed Director 1.0 1.0 X 0 0 0 Deeb N Salem MD FACC FACP Director 1.0 1.0 X 0 0 0 Joseph A White MBA FACHE Director 1.0 1.0 X 0 0 0 Howard R Grant JD MD Director 1.0 1.0 X 0 0 0 Trish L Hannon FACHE Director 1.0 1.0 X 0 0 0 Kevin Tabb MD Director 1.0 1.0 X 0 0 0 David F Torchiana MD Director 1.0 1.0 X 0 0 0 Louis J Woolf Director 1.0 1.0 X 0 0 0 Michael V Sack FACHE Chair thru 02/15 1.0 1.0 X X 0 0 0 Peter L Slavin MD Immediate Past Chair thru 6/15 1.0 1.0 X X 0 0 0 Edward H Moore MBA SCOF Chair thru 06/15 1.0 1.0 X 0 0 0 Nancy H Palmer TAC Chair thru 06/15 1.0 1.0 X 0 0 0 Joel M Rudin SPECIALTY CHAIR thru 08/15 1.0 1.0 X 0 0 0 Delia M Vetter Non-Type 1 at Large thru 06/15 1.0 1.0 X 0 0 0 Michael K Lauf MBA ONL Representative thru 06/15 1.0 1.0 X 0 0 0 Kevin F Smith Director thru 01/15 1.0 1.0 X 0 0 0 Colette AM Phillips Director thru 06/15 1.0 1.0 X 0 0 0 Kerry Watson Director 1.0 1.0 X 0 0 0 Erik G Wexler Director 1.0 1.0 X 0 0 0 Timothy Gens EVP and General Counsel 37.5 1.0 X 396589 0 41266 Nancy Siopes MBA CPCU CIC CRM VP Operations 37.5 1.0 X 235045 0 18316 Patricia Noga VP Clinical Affairs 37.5 1.0 X 205608 0 39329 Christine Baratta VP Marketing & Communications 37.5 1.0 X 263269 0 35397 Patricia Crowley VP Governance and Relations 37.5 1.0 X 204760 0 33025 Michael Sroczynski VP Government Advocacy 37.5 1.0 X 201949 0 32388 Anuj Goel VP Legal Regulatory Affairs 37.5 1.0 X 200118 0 31531 2508764 0 406696 19 false true false MINTZ LEVIN COHN FERRIS GLOVSKY 1 FINANCIAL CENTER BOSTON MA 02111 LEGAL 169898 1 0 SERVICE FEES 611710 1138980 1138980 MEMBERSHIP DUES 611710 9217120 9217120 10356100 634496 591940 0 0 191003 174868 16135 0 16135 16135 0 36918 11977 24941 24941 0 0 INTERNAL OVERHEAD 900099 238560 30364 208196 LEGAL SETTLEMENT FEE 900099 114170 114170 INTERNAL MEETING ROOM 900099 90268 90268 179978 118264 61714 622976 11654648 10709166 286045 616881 X 40450 0 0 0 1793525 0 4178623 270377 432909 341448 0 44020 52046 267300 0 43006 299635 0 381769 205331 0 633094 112765 0 21515 164994 0 373836 35215 CONSULTING FEES 570552 OTHER EXPENSES 456343 10718753 255693 822749 0 0 0 0 71614 46609 0 0 0 0 0 0 0 0 153164 152984 8058993 5937954 2451846 2121039 14644682 14640267 0 0 0 0 0 0 2355412 2435123 19932411 20218771 1340388 1405359 0 0 361683 311853 0 0 0 0 0 0 3266878 3826936 0 0 3773958 3336523 8742907 8880671 X 11189504 11338100 0 0 0 0 11189504 11338100 19932411 20218771 X 935895 -760293 -27006 X false true X true false false false true 9217120 1919925 857489 2777414 1919925 857489 0 132000 132000 0 1196684 1196684 0 4622627 2875235 1747392 0 2107682 1866035 241647 2121039 CASH VALUE OF LIFE INSURANCE 276148 OTHER INVESTMENTS 2158975 2435123 0 LT RETIREMENT PLAN OBLIGATION 2158974 INTERCOMPANY ACCOUNTS 1177549 3336523 X ASC 740 FOOTNOTE SCHEDULE D, PART X, LINE 2 MHA IS A NOT-FOR-PROFIT ORGANIZATION DESCRIBED IN SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE, AS AMENDED (THE CODE), AND IS GENERALLY EXEMPT FROM INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. MHA is responsible for maintenance of its tax-exempt status; identifying and reporting unrelated income; determining its filing and tax obligations in jurisdictions in which it has nexus; and identifying and evaluating other matters that may be considered tax positions. MHA IS REQUIRED TO ASSESS UNCERTAIN TAX POSITIONS AND HAS DETERMINED THAT THERE WERE NO SUCH POSITIONS THAT ARE MATERIAL TO THE FINANCIAL STATEMENTS. Golf Outing 36918 36918 1240 6900 1835 2002 0 36918 36918 1240 6900 1835 2002 11977 24941 true Massachusetts Health Council 200 Rsvr St 101 Needham Heights MA 02494 042296739 501(c)(3) 10000 General Support Committee for Safe Roads 82 BROAD ST 394 BOSTON MA 02110 10000 GENERAL SUPPORT 1 Schedule I, Part I, Line 2 MHA makes general contributions to support the grass roots advocacy of a national organization advocating for increased hospital funding and other support. X X X X X false true false true Patricia Lynn Nicholas FACHE President & CEO 588648 0 176003 0 36775 0 149814 0 25630 0 976870 0 0 0 Timothy Gens EVP and General Counsel 298709 0 72642 0 25238 0 14064 0 27202 0 437855 0 0 0 Nancy Siopes MBA CPCU CIC CRM VP Operations 205012 0 29000 0 1033 0 13377 0 4939 0 253361 0 0 0 Patricia Noga VP Clinical Affairs 173112 0 29403 0 3093 0 12558 0 26771 0 244937 0 0 0 Christine Baratta VP Marketing & Communications 210686 0 33365 0 19218 0 13486 0 21911 0 298666 0 0 0 Patricia Crowley VP Governance and Relations 175339 0 28188 0 1233 0 11937 0 21088 0 237785 0 0 0 Michael Sroczynski VP Government Advocacy 167353 0 33428 0 1168 0 12412 0 19976 0 234337 0 0 0 Anuj Goel VP Legal Regulatory Affairs 167523 0 31602 0 993 0 10507 0 21024 0 231649 0 0 0 Severence Agreements Schedule J, Part I, Line 4 The President and CEO has a severance agreement with MHA. If MHA severs the CEO's employment, MHA will provide severance benefits equal to one year of base salary and associated benefits, without offset, and an additional six months' severance, offset by salary of subsequent employment. Severance benefits will not apply if the cause of the termination is due to gross negligence, fraud, or an illegal act. The Executive Vice President and General Counsel and the Vice President of Marking & Communications have severance agreements with MHA. If MHA severs their employment, MHA will provide severance benefits equal to thirty-nine weeks of base salary and associated benefits, without offset, and an additional thirteen weeks severance, offset by salary of subsequent employment. Severance benefits will not apply if the cause of the termination is due to willful misconduct, gross negligence, or an illegal act. Supplemental nonqualified retirement plan Schedule J, Part I, Line 4B The President and CEO, Patricia Lynn Nicholas, participates in a supplemental nonqualified retirement plan. No amounts were paid to Ms. Nicholas during calendar year 2014 or fiscal year ended September 30, 2015. Amounts contributed to the plan during the year totaled $134,178 and are reported as other reportable compensation in column C of Part II. Incentive Payments Schedule J, Part I, Line 7 Compensation packages for the listed individuals include opportunities to earn incentive compensation based on a combination of meeting or exceeding pre-determined goals. This incentive compensation is subject to review and approval by the compensation committee and has been reported on Schedule J, Part II, Column BII. DELEGATION OF AUTHORITY FORM 990, PART VI, LINE 1A The executive committee meets six times each year to address internal OPERATIONAL POLICIES WHICH ARE LATER REVIEWED BY THE FULL GOVERNING BODY. Significant Changes to Governing Documents Form 990, Part VI, Line 4 The by-laws of the Massachusetts Hospital Association were amended to reflect a number of changes to the composition and tenure of board members. The following changes were implemented during the tax year ended September 30, 2015. Updated the description for the hospital board member to reflect that the MHA board member may be an individual who is a member of a hospital board or an approved committee of the hospital board; creation of new board member position to include a physician; update to the number of trustees at large (now 2 hospital board appointees and one community provider appointee); and update to the tenure of a trustee at large to a one year position eligible for reappointment. Members or Stockholders Form 990, Part VI, Line 6 The organization has dues paying members. Members or Stockholders Who May Elect Members of Governing Body Form 990, Part VI, Line 7A MHA holds a governance committee meeting each year to develop a list of officers who are presented to the annual membership meeting (which is held in June) for voting of the MHA board of trustees for each year. Decisions subject to approval Form 990, Part VI, Line 7B Any changes to the MHA by-laws or corporate governance documents must be approved at the annual membership meeting held in June of each year. Other changes to corporate policies and procedures are approved by the board or other governance committees. FORM 990 REVIEW PROCESS FORM 990, PART VI, LINE 11B THE FORM 990 WAS PREPARED BY THE ORGANIZATION'S TAX SERVICE PROVIDER WITH INFORMATION PROVIDED BY THE CONTROLLER. THE FORM WAS REVIEWED BY THE CHIEF EXECUTIVE OFFICER AND GENERAL COUNSEL PRIOR TO BEING PRESENTED TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES. THE EXECUTIVE COMMITTEE REVIEWS THE FORM 990 IN DETAIL AND APPROVES IT FOR SUBMISSION. PRIOR TO THE FINAL FORM BEING ELECTRONICALLY SUBMITTED TO THE INTERNAL REVENUE SERVICE, A COPY IS ALSO PROVIDED TO ALL THE MEMBERS OF THE BOARD OF TRUSTEES TO REVIEW AND PROVIDE ANY FINAL COMMENTS. CONFLICT OF INTEREST POLICY MONITORING & ENFORCEMENT FORM 990, PART VI, LINE 12C THE ASSOCIATION MAINTAINS A WRITTEN CONFLICT OF INTEREST POLICY INCLUDED IN THE ASSOCIATION'S POLICIES AND PROCEDURES MANUAL. This Manual IS UPDATED AND DISSEMINATED TO EMPLOYEES AND TRUSTEES ANNUALLY. AT THE START OF EACH FISCAL YEAR, THE SENIOR DIRECTOR OF HUMAN RESOURCES REQUIRES THAT EACH KEY EMPLOYEE, OFFICER AND TRUSTEE COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE TRUSTEES AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS. INDIVIDUALS WITH A CONFLICT OF INTEREST ARE PROHIBITED FROM PARTICIPATING IN THE DISCUSSION AND RESOLUTION OF THE CONFLICT. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, LINE 15A THE ORGANIZATION'S COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES IS AN INDEPENDENT COMMITTEE THAT DOES NOT HAVE ANY CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION PAID TO THE ORGANIZATION'S EXECUTIVES. THIS COMMITTEE REVIEWS THE CHIEF EXECUTIVE OFFICER'S ANNUAL GOALS AND PERFORMANCE. THE COMMITTEE SETS AND APPROVES THE COMPENSATION PACKAGE OF THE CHIEF EXECUTIVE OFFICER EACH YEAR. THE COMMITTEE HIRES A COMPENSATION CONSULTING FIRM TO PROVIDE EXPERTISE AND GUIDANCE REGARDING COMPARABLE COMPENSATION DATA FOR SIMILARLY QUALIFIED PEOPLE IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILAR SIZED ORGANIZATIONS, AND PERIODIC UPDATES AS PRUDENT. THE COMPENSATION REVIEW IS AN ANNUAL PROCESS AND IS DOCUMENTED EACH YEAR IN THE COMPENSATION COMMITTEE MINUTES, IN WHICH THE DELIBERATION AND DECISION REGARDING THE COMPENSATION ARRANGEMENT FOR THE CEO IS RECORDED. THE COMPENSATION COMMITTEE REPORTS ON ITS MEETINGS AND ACTIONS TO THE FULL BOARD OF TRUSTEES. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, LINE 15B THE CHIEF EXECUTIVE OFFICER MAKES RECOMMENDATIONS FOR REVIEW AND APPROVAL OF Officers' and KEY EMPLOYEES' COMPENSATION TO THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THE ORGANIZATION'S COMPENSATION COMMITTEE IS AN INDEPENDENT COMMITTEE THAT DOES NOT HAVE ANY CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION PAID TO THE ORGANIZATION'S EXECUTIVES. ON A BIENNIAL BASIS, THE COMMITTEE HIRES A COMPENSATION CONSULTING FIRM TO PROVIDE EXPERTISE AND GUIDANCE REGARDING COMPARABLE COMPENSATION DATA FOR SIMILARLY QUALIFIED PEOPLE IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILAR SIZED ORGANIZATIONS, AND PERIODIC UPDATES AS PRUDENT. THE COMPENSATION REVIEW IS DOCUMENTED IN THE COMPENSATION COMMITTEE MINUTES, IN WHICH THE DELIBERATION AND DECISION REGARDING THE COMPENSATION ARRANGEMENT FOR Officers and KEY EMPLOYEES IS RECORDED. HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC FORM 990, PART VI, LINE 19 THE ASSOCIATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. Other Changes in Net Assets FORM 990, PART XI, LINE 9 GAIN ON INTEREST RATE SWAPS: $ (27,006) MA Hospital Research & Ed Association 500 District Ave Burlington MA 01803 237039401 EDUCATION MA 501(c)(3) 09 MHA true MHA Insurance Agency Inc 500 District Ave Burlington MA 01803 042915488 Insurance MA MHA C Corp 980657 389737 1.00000 true true false false false false false false false false false false true false true true false true true true MHA Insurance Agency o 184740 FMV MHA Insurance Agency o 147420 FMV MHA Insurance Agency q 20000 CASH MHA Insurance Agency a 50700 fmv MHA Insurance Agency q 8000 cash MHA INSURANCE AGENCY l 53000 fmv MHA INSURANCE AGENCY l 142500 fmv MHA INSURANCE AGENCY S 120612 fmv MHREA o 36407 fmv MHREA r 253382 fmv