2015-05-04T16:02:55-05:00 2014-06-30 KPMG LLP 55 SECOND STREET SUITE 1400 SAN FRANCISCO CA 94105 990 2013-07-01 462037641 Dignity Health Foundation % MARYLEE MADDEN-BOST DIGN 4154385500 185 Berry Street Suite 300 San Francisco CA 94107 NANCY BUSSANI SECRETARY 4154385738 2015-04-21 true VALERIE J BALL P00178114 4154385738 2015-05-01 2013 2016-03-07 17:11:31Z NANCY BUSSANI 185 BERRY STREET SUITE 300 SAN FRANCISCO CA 94107 1140815 false X www.dignityhealthfoundation.org X 2013 CA TO PROVIDE FINANCIAL ASSISTANCE AND SUPPORTING SERVICES FOR DIGNITY HEALTH. 10 5 0 6 0 25000 1137883 0 0 240 2597 0 0 25240 1140480 0 0 0 0 0 0 0 0 371405 0 596396 0 596396 25240 544084 24707 579779 0 8955 24707 570824 X DIGNITY HEALTH FOUNDATION SERVES AS A SUPPORTING ORGANIZATION TO DIGNITY HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION RECOGNIZED AS A TAX-EXEMPT CHARITABLE ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE "CODE"). THE FOUNDATION PROVIDES FUNDRAISING SUPPORT AND SERVICES SYSTEM-WIDE TO DIGNITY HEALTH AND ITS NETWORK OF HOSPITALS, WHILE STREAMLINING ADMINISTRATIVE COSTS THROUGH INCREASED OPERATIONAL EFFICIENCY. THE FOUNDATION PROVIDES FOCUSED PHILANTHROPIC SUPPORT TO DRIVE INNOVATION AT DIGNITY HEALTH, IMPROVE CLINICAL OUTCOMES, GROW ACCESS TO CARE, AND ENABLE DIGNITY HEALTH TO SERVE MORE PEOPLE. false false 91466 0 0 DIGNITY HEALTH FOUNDATION IS AN IRC SEC 509(A)3 SUPPORTING ORGANIZATION TO DIGNITY HEALTH. AS A SUPPORTING ORGANIZATION, THE FOUNDATION OPERATES EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTION OF, OR TO CARRY OUT THE PURPOSES OF DIGNITY HEALTH. THE FOUNDATION PROVIDES SUPPORT TO DIGNITY HEALTH BY CARRYING OUT DIGNITY HEALTH'S PURPOSE OF ADVANCING HEALTHCARE BY SEEKING PHILANTHROPIC GRANTS FROM ORGANIZATIONS THAT ADVANCE HEALTHCARE SYSTEM-WIDE TO DIGNITY HEALTH. 91466 true true false false false false false false false true false false false true false true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true X 0 0 0 false false false false false false false false false false X 10 5 false false false false true true true true true false false false true true true true true false false false CA X MARYLEE MADDEN-BOST 6023072520 3033 NORTH 3RD AVENUE PHOENIX AZ 85013 X Willie Brown Board Member 1.0 0.0 X 0 0 John de Souza Board Member 1.0 0.0 X 0 0 Amir Mashkoori Board Member 1.0 0.0 X 0 0 Bernita McTernan Board Member 1.0 40.0 X 0 1541205 159506 Anita Pramoda Board Member 1.0 25.0 X 42250 0 Lisa Suennen Board Member 1.0 0.0 X 0 0 Nancy Bussani Secretary 32.0 8.0 X X 0 306105 58280 Lloyd H Dean President 1.0 40.0 X X 0 6917391 1139989 Fred Najjar Treasurer 1.0 40.0 X X 0 583513 65900 Jed York Chairman 2.0 0.0 X X 0 0 0 9390464 1423675 0 false true false 0 809464 328419 1137883 0 2261 2261 0 0 0 0 0 671 335 336 336 336 0 0 0 0 1140480 2597 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 35 35 490047 28244 90398 371405 0 20602 20602 21833 21833 0 0 247 247 0 0 0 0 0 0 LICENSES & TAXES 25 0 25 0 EXPENSE REIMBURSEMENTS 63222 63222 0 0 OTHER EXPENSES 385 0 385 0 596396 91466 133525 371405 0 0 0 491547 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 24707 41867 0 0 0 0 0 0 0 46365 24707 579779 0 8955 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8955 X 0 177075 -293 368749 25000 25000 24707 570824 24707 579779 544084 2033 X false true X true false X X X false false false DIGNITY HEALTH 941196203 03 true true true 596396 1 596396 SCHEDULE A, PART I, LINE 11H THE FOUNDATION PROVIDED OR PURCHASED FOR THE BENEFIT OF DIGNITY HEALTH, VARIOUS SERVICES, FACILITIES AND GOODS. SEE FORM 990, PART IX FOR FURTHER DETAILS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 24707 3447 28154 25000 -293 24707 1.00000 false false DUE FROM RELATED PARTIES 46365 46365 0 0 X SCHD D, PART V, LINE 4 TO FUND STUDENT SCHOLARSHIPS FOR UNIVERSITY OF CALIFORNIA STUDENTS WORKING AS A RESIDENT OR INTERN WITHIN THE DIGNITY HEALTH SYSTEM. SCHD D, PART X, LINE 2 - FIN 48 (ASC 740) FOOTNOTE DIGNITY HEALTH REVIEWS ITS TAX POSITIONS ANNUALLY AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. false true false false false false false false false Bernita McTernan Board Member 0 512902 0 984730 0 43573 0 96944 0 62562 0 1700711 0 0 Nancy Bussani Secretary 0 246414 0 57879 0 1812 0 17953 0 40327 0 364385 0 0 Lloyd H Dean President 0 1581557 0 5076340 0 259494 0 1045513 0 94476 0 8057380 0 231775 Fred Najjar Treasurer 0 291420 0 279433 0 12660 0 41611 0 24289 0 649413 0 0 PART I, LINE 3 THE ORGANIZATION RELIED ON A RELATED ORGANIZATION, DIGNITY HEALTH, THAT USED ONE OR MORE OF THE METHODS DESCRIBED IN SCHEDULE J, PART I, LINE 3, TO ESTABLISH THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL'S COMPENSATION. SEE SCHEDULE O DISCLOSURE FOR FORM 990, PART VI, SECTION B, LINE 15 FOR ADDITIONAL INFORMATION. PART I, LINE 4A CERTAIN LISTED PERSONS PARTICIPATE IN A SEVERANCE PLAN ESTABLISHED BY ITS SUPPORTED ORGANIZATION. THE PLAN PROVIDES MARKET-STANDARD COMPENSATION, RANGING FROM PAYMENTS OF 6 MONTHS TO 2 YEARS OF BASE COMPENSATION, DEPENDING ON THE EXECUTIVE'S POSITION, IN THE EVENT OF A POSITION ELIMINATION OR OTHER INVOLUNTARY TERMINATION, IN ACCORDANCE WITH THE GUIDELINES OF THE PLAN. NO PAYMENTS OCCURRED DURING 2013 PURSUANT TO THE PLAN. PART I, LINE 4B CERTAIN LISTED PERSONS PARTICIPATE in the Dignity Health Excess Benefit Plan, a nonqualified supplemental benefit plan limited to participants in the Dignity Health Retirement Plan whose benefits are affected by the limitations imposed by sections 401(a)(17) and 415 of the Internal Revenue Code. Benefit service under this plan was frozen as of January 1, 2008. NO PAYMENTS OCCURRED DURING 2013 PURSUANT TO THE PLAN. CERTAIN LISTED PERSONS are eligible to participate in one of two DIGNITY HEALTH non-qualified 457(f) plans that are subject to substantial risk of forfeiture, as required by the IRS. The 2007 Executive Deferred Compensation Plan is for executives hired prior to June 30, 2006. The benefit is intended to bridge the difference, if any, between the benefit provided under the Dignity Health Excess Benefit Plan had benefit service not been frozen at January 1, 2008, and the benefits provided from all other qualified and non-qualified plans. No benefit will vest under this 457(f) plan before the attainment of age 62 or the completion of 15 years of service. The 2010 Executive Deferred Compensation Plan is for certain officers and key employees who are not eligible to participate in the Dignity Health Excess Benefit Plan or the 2007 Executive Deferred Compensation Plan described above. This benefit provides an annual accrual of 10% of total compensation and is payable annually on July 1 once vested, which is age 62 with 5 years of service. Payments pursuant to the plan arrangements for one board member/officer occurred during 2013 L. Dean, $231,775. Certain listed persons participate in the Dignity Health Key Employee Share Option Plan (KeySOP), which was frozen in May 2002. The KeySOP program was established in 2001 with the purpose of providing income deferral opportunities to employees eligible for the company's key employee retention program. There were no payments related to this plan in 2013. Certain listed persons participate in the Dignity Health Supplemental Executive Retention/Retirement Plan, a nonqualified supplemental benefit plan which in 2002 was offered to members of the executive management team by the Dignity Health Board of Directors and would be paid only if the executives stayed with the organization for a specified number of years as the primary purpose of this plan is to provide for the retention and retirement of the participants. The executive management team was recruited from stable careers in organizations from across the country and from various industries to engineer and lead a financial and operational turnaround after the organization had lost nearly $1 billion in net operating performance. The calculation for the payments to each executive is based on the value of a final average pay annuity benefit based on retirement age and service years to the organization. Distribution occurs each July 1 if the plan formula warrants a payment. No payments were made during 2013 pursuant to the plan. Vested amounts for the supplemental nonqualified retirement plans discussed above are reported as deferred compensation in the year vesting occurs (Schedule J, Part II, column C) and are reflected again as reportable compensation in the year paid (Schedule J, Part II, column B(iii)). SCH J - PART II THE ORGANIZATION DOES NOT DIRECTLY EMPLOY ANY PERSONNEL, HOWEVER, THE SUPPORTED ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY IS DESIGNED TO ASSIST THE ORGANIZATION IN ATTRACTING AND RETAINING THE CALIBER OF EXECUTIVES REQUIRED TO ENABLE THE ORGANIZATION TO FULFILL ITS MISSION OF PROVIDING HIGH QUALITY HEALTHCARE FOR ALL PERSONS REGARDLESS OF THEIR ABILITY TO PAY FOR SERVICES, IMPROVING THE QUALITY OF LIFE IN THE COMMUNITIES THE ORGANIZATION SERVES, PROMOTING PATIENT AND EMPLOYEE SATISFACTION, AND ENSURING FINANCIAL STABILITY. A SUBSTANTIAL PORTION OF EXECUTIVE COMPENSATION IS PERFORMANCE BASED AND IS LINKED TO ORGANIZATIONAL GOALS APPROVED IN ADVANCE BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE. THESE GOALS INCLUDE ATTAINMENT OF ANNUAL AND LONG-TERM FINANCIAL PERFORMANCE, CERTAIN HEALTHCARE QUALITY STANDARDS AND THE ORGANIZATION'S COMMITMENT TO SERVING THE POOR AND DISENFRANCHISED IN THE COMMUNITIES IT SERVES. TOTAL COMPENSATION, WHICH INCLUDES BASE SALARY, ANNUAL AND LONG-TERM INCENTIVE COMPENSATION, IS ESTABLISHED TO APPROXIMATE THE PREVAILING MARKET CONDITIONS FOR EXECUTIVES OF COMPANIES OF SIMILAR SIZE AND REVENUE. FORM 990 PARTS V-VII FORM 990, PART V, LINE 2A THE FOUNDATION DOES NOT HAVE EMPLOYEES. AS A SUPPORTING ORGANIZATION, THE FOUNDATION OPERATES FOR THE BENEFIT OF DIGNITY HEALTH AND UTILIZES THE EMPLOYEES OF DIGNITY HEALTH. THE PROPORTIONATE SALARIES AND BENEFITS FOR THESE INDIVIDUALS ARE ALLOCATED TO THE FOUNDATION. THE SALARIES OF THESE EMPLOYEES ARE INCLUDED IN THE DIGNITY HEALTH ENTITY'S FORM W-3 AND FEDERAL EMPLOYMENT TAX RETURNS. FORM 990, PART VI, SECTION A, LINE 6 THE FOUNDATION HAS A SOLE CORPORATE MEMBER, DIGNITY HEALTH, A 501(C)(3) EXEMPT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A DIGNITY HEALTH, AS THE SOLE MEMBER, RATIFIES THE SELECTION OF MEMBERS AND THE DIGNITY HEALTH BOARD APPROVES NEW BOARD MEMBERS OF THE FOUNDATION. FORM 990, PART VI, SECTION A, LINE 7B RESERVED RIGHTS OF THE SOLE MEMBER INCLUDE ADOPTION OF MISSION AND PHILOSOPHY STATEMENTS, AMENDMENT OR RESTATEMENT OF ARTICLES OF INCORPORATION AND BYLAWS, DISSOLUTION OF THE CORPORATION, ACQUISITION OF ANOTHER CORPORATION, CREATION OF A NEW SUBSIDIARY, MERGER OR CONSOLIDATION WITH ANOTHER CORPORATION, PARTICIPATION AS A GENERAL OR LIMITED PARTNER IN ANY VENTURE, INCURRING LONG-TERM INDEBTEDNESS IN EXCESS OF NORMAL OPERATING REQUIREMENTS, RATIFICATION OF BOARD MEMBER APPOINTMENTS AND DISMISSALS, SELECTION AND REMOVAL OF INDEPENDENT AUDITORS, AND TRANSACTIONS OUTSIDE THE ORDINARY COURSE OF BUSINESS. FORM 990, PART VI, SECTION B, LINE 11A THE FOUNDATION'S SECRETARY REVIEWED THE FORM 990. IN ADDITION, THE SUPPORTED ORGANIZATION'S ACCOUNTING DIRECTOR AND THE DIGNITY HEALTH CORPORATE TAX DEPARTMENT WORKED CLOSELY WITH AN INDEPENDENT ACCOUNTING FIRM ENGAGED TO REVIEW THE RETURN. THE FORM 990, IN ITS ENTIRETY, WAS REVIEWED BY THE FOUNDATION'S BOARD SUBSEQUENT TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C THE FOUNDATION HAS ADOPTED DIGNITY HEALTH'S CONFLICTS OF INTEREST POLICY. UNDER SUCH POLICIES, THE EVP/GENERAL COUNSEL IS RESPONSIBLE FOR COLLECTING, REVIEWING AND VALIDATING ANNUAL DISCLOSURES OF ALL COVERED PERSONS (I.E., BOARD AND BOARD COMMITTEE MEMBERS, OFFICERS AND EXECUTIVE LEADERSHIP, KEY EMPLOYEES, MANAGEMENT PERSONNEL AT THE DIRECTOR LEVEL AND ABOVE, AND ANY OTHER PERSONNEL AT HIS OR HER DISCRETION). THE ORGANIZATION'S BOARD IS CHARGED WITH MONITORING PROPOSED OR ONGOING TRANSACTIONS FOR CONFLICTS OF INTEREST AND ADDRESSING ANY POTENTIAL OR ACTUAL CONFLICTS. ALL COVERED PERSONS ARE REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS ARISING FROM BUSINESS, FINANCIAL AND PERSONAL INTERESTS HELD BY SUCH COVERED PERSONS OR THEIR FAMILY MEMBERS. COVERED PERSONS ARE REQUIRED TO DISCLOSE TO THEIR SUPERIORS AND TO RELEVANT DECISION MAKERS ANY INTEREST THAT MAY PRESENT A CONFLICT OR THE APPEARANCE OF A CONFLICT OF INTEREST. SUCH DISCLOSURE IS REQUIRED ON A TRANSACTIONAL BASIS AT THE TIME SUCH CONFLICTS ARISE, WHEN AN INDIVIDUAL BECOMES A COVERED PERSON, AND ANNUALLY THEREAFTER. EACH COVERED PERSON IS REQUIRED TO CERTIFY AT LEAST ANNUALLY THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE POLICY APPLICABLE TO HIS/HER POSITION; (2) HAS READ THE POLICY AND UNDERSTANDS SAID POLICY; AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY, INCLUDING COMPLETING THE CONFLICTS OF INTEREST DISCLOSURE STATEMENT AS REQUIRED BY THE POLICY. THE PRESIDENT/CEO AND EVP/GENERAL COUNSEL PREPARE ANNUAL REPORTS OF REPORTED CONFLICTS OF INTEREST WHICH ARE PROVIDED TO THE BOARD OF DIRECTORS, COMMITTEE CHAIRS, AND KEY LEADERS OF THE ORGANIZATION TO ENABLE RESPONSIBLE INDIVIDUALS TO MONITOR AND MANAGE DISCLOSED CONFLICTS OF INTEREST AND ASSURE DECISIONS ARE MADE IN THE ORGANIZATION'S BEST INTERESTS. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST RELATED TO A PROPOSED TRANSACTION INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (1) THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION; (4) IF WARRANTED, ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, AND COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED; (5) THE TRANSACTION OR ACTION IS APPROVED BY A MAJORITY OF DISINTERESTED PERSONS, AND CONSISTENT WITH ANY REQUIREMENTS OF BYLAWS OR POLICIES ; AND (6) ANY CONFLICTING ISSUES ARISING DURING THE COURSE OF A BOARD MEETING WHICH CANNOT BE RESOLVED MAY BE REFERRED TO AN INDEPENDENT COMMITTEE OF THE BOARD OF DIRECTORS. THERE ARE ALSO CONFLICTS OF INTEREST PROVISIONS UNDER THE STANDARDS OF CONDUCT APPLICABLE TO ALL EMPLOYEES, AND WHICH ARE ADMINISTERED BY THE CHIEF COMPLIANCE OFFICER WHO HAS REPORTING RESPONSIBILITY TO THE AUDIT & COMPLIANCE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15 FOR 2013, COMPENSATION IS DETERMINED IN ACCORDANCE WITH ANNUAL REVIEW PROCESS AND AGREED UPON GOALS AND DIGNITY HEALTH COMPENSATION POLICIES FOR INCENTIVE PAY. THE PROCESS INCLUDES A COMPREHENSIVE EVALUATION FOCUSING ON ALL ASPECTS OF THE INCUMBENTS' ASSIGNED DUTIES AND ASSESSED PERFORMANCE. ADDITIONALLY, COMPARATIVE DATA AND MARKET SURVEYS REGARDING COMPENSATION IN THE SURROUNDING MARKETPLACE ARE CONSIDERED. FORM 990, PART VI, SECTION C, LINE 19 FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION. THE ORGANIZATION MAKES ITS FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE AND UPON REQUEST. FORM 990, PART VII, SECTION A ALL COMPENSATION AND BENEFITS REPORTED FOR DIRECTORS AND OFFICERS REPRESENT COMPENSATION AS EITHER AN EMPLOYEE OR INDEPENDENT CONTRACTOR OF THE SUPPORTED ORGANIZATION. FORM 990 PART IX LINE 11G DESCRIPTION:ADMINISTRATIVE SERVICES TOTAL FEES:425256 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL CONSULTING TOTAL FEES:64791 DIGNITY HEALTH 185 BERRY STREET SUITE 300 SAN FRANCISCO CA 94107 941196203 HOSPITAL CA 501(C)(3) 3 NA false false false true false false false false false false false true false false false false false false false NONE