2015-11-10T17:46:07-06:00 2014-12-31 861065772 DELOITTE TAX LLP 555 MISSION STREET SAN FRANCISCO CA 94105 990 2014-01-01 942650855 JOHN MUIR HEALTH FOUNDATION JOHN 9259393000 1400 TREAT BOULEVARD NO 300 WALNUT CREEK CA 94597 CHRISTIAN PASS CFO 9259393000 2015-11-02 1 JOAN S MCMAHON P00966494 4157834000 2014 2016-03-07 17:11:31Z CHRISTIAN PASS 1400 TREAT BOULEVARD NO 300 WALNUT CREEK CA 94597 13105199 0 X WWW.JOHNMUIRHEALTH.COM X 1979 CA TO SOLICIT AND MANAGE FUNDS FOR JOHN MUIR HEALTH. 20 17 0 50 0 0 7293234 11819089 1275605 883000 89169 202000 0 -176528 8658008 12727561 4726860 5574000 0 0 1946 2253 13800 97400 445958 3004469 3691228 7747075 9364881 910933 3362680 25382000 26421602 3954273 1454000 21427727 24967602 TO SOLICIT AND MANAGE FUNDS FOR JOHN MUIR HEALTH. 0 0 8101655 5574000 883000 ALL EXPENSES ARE RELATED TO THE ACTIVITIES OF ARRANGING FOR, AND THE SOLICITATION OF, FUNDS AND CONTRIBUTIONS FOR, AND ON BEHALF OF, JOHN MUIR HEALTH. 8101655 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 X 20 17 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X X CHRISTIAN PASS 9259393000 1400 TREAT BLVD STE 300 WALNUT CREEK CA 94597 DAVID D WOODWORTH CHAIR 5.00 X X 0 0 0 PETER D GRUEBELE VICE CHAIR 5.00 X X 0 0 0 CARLOTTA R DATHE OFFICER AT LARGE 5.00 X X 0 0 0 GERALD STROFFOLINO OFFICER AT LARGE 5.00 X X 0 0 0 STEPHEN L DAVENPORT OFFICER AT LARGE 5.00 X X 0 0 0 GUY R HENSHAW OFFICER AT LARGE 5.00 X X 0 0 0 BEVERLY A JONES OFFICER AT LARGE 5.00 X X 0 0 0 JACK E THOMPSON SECRETARY/TREASURER 5.00 X X 0 0 0 CALVIN K KNIGHT DIRECTOR 5.00 60.00 X 0 1524615 1175499 MICHELLE J BARTEL DIRECTOR 5.00 X 0 0 0 ROBIN HARRISON DIRECTOR 5.00 X 0 0 0 NOURALLAH B GHORBANI MD DIRECTOR 5.00 X 0 0 0 G MICHAEL FOSSAN DIRECTOR 5.00 X 0 0 0 F RYAN ANDERSON DIRECTOR 5.00 X 0 0 0 MARGARET S MURPHY DIRECTOR 5.00 X 0 0 0 ROBERT F SAYDAH DIRECTOR 5.00 X 0 0 0 JOHN C SAYRES DIRECTOR 5.00 X 0 0 0 ELLIOT D STEIN DIRECTOR 5.00 X 0 0 0 KEN WIENHOLZ DIRECTOR 5.00 X 0 0 0 JAMES V MITCHELL DIRECTOR (THROUGH 01/20/2014) 5.00 X 0 0 0 PATRICK CAREW DIRECTOR/PRESIDENT 5.00 X X 0 489831 206153 MICHAEL MOODY CFO 5.00 60.00 X 0 667143 334056 0 2681589 1715708 0 0 1 0 0 657154 3984993 103800 7073142 11819089 PROGRAM SERVICE REVENUES 900099 883000 883000 883000 202000 202000 201110 657154 377638 -176528 -176528 12727561 883000 0 25472 5574000 5574000 2253 2253 97400 97400 2944 1707 1237 135209 101286 33923 PURCHASED SERVICES 2973995 1988101 637336 348558 SUPPLIES 62706 47030 15676 516374 387278 129096 9364881 8101655 817268 445958 8255000 6331001 13042000 16997867 3945000 3080867 140000 11867 25382000 26421602 66000 138000 3888273 1316000 3954273 1454000 X 4439943 4888706 12219416 13632669 4768368 6446227 21427727 24967602 25382000 26421602 3362680 177195 0 X 0 1 X 1 0 X 12266330 5587237 2037125 7293234 11819089 39003015 12266330 5587237 2037125 7293234 11819089 39003015 7275516 31727499 61178 162209 113484 89169 202000 628040 39631055 3692676 0.80060 0.62570 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 16987785 8119089 590899 5618877 20078896 16353302 4208174 1183086 4756777 16987785 17002903 2037125 859349 3546075 16353302 37397465 4810336 10029 25214927 17002903 28132000 9915590 599321 1249446 37397465 0.32000 0.68000 0 0 0 PAYABLES TO AFFILIATES 1316000 1316000 PART V, LINE 4: FURTHERANCE OF THE MISSION AND MOST SIGNIFICANT ACTIVITIES OF JOHN MUIR HEALTH. X X 1 HANOVER RESEARCH 1700 K STREET NW SUITE 810 WASHINGTON DC 20006 MAIL AND PHONE SOLICITATION 0 1544358 97400 1446958 1544358 97400 1446958 GALA EVENT 858264 657154 201110 141233 236405 858264 657154 201110 141233 236405 377638 -176528 SCHEDULE G, PART I, LINE 2B, COLUMN (V) POSTAGE AND RELATED FEES BILLED SEPARATELY FROM FUNDRAISING FEES. 1 JOHN MUIR HEALTH 1400 TREAT BLVD SUITE 300 WALNUT CREEK CA 94597 941461843 501(C)(3) 4777000 RESTRICTED FUNDS JOHN MUIR PHYSICIAN NETWORK 1400 TREAT BLVD SUITE 400 WALNUT CREEK CA 94597 680360801 501(C)(3) 797000 RESTRICTED FUNDS 2 PART I, LINE 2: JOHN MUIR HEALTH FOUNDATION AND JOHN MUIR HEALTH FINANCIAL MANAGEMENT MONITORS AND APPROVES THE USE OF THE RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. X X 1 1 X X X X X 0 1 0 0 0 1 1 0 0 CALVIN K KNIGHT DIRECTOR 0 968664 0 459719 0 96232 0 1155982 0 19517 0 2700114 0 459719 PATRICK CAREW DIRECTOR/PRESIDENT 0 348525 0 95621 0 45685 0 196524 0 9629 0 695984 0 95621 MICHAEL MOODY CFO 0 472025 0 135668 0 59450 0 311705 0 22351 0 1001199 0 135668 PART I, LINE 1A THE COMPANY HAS A POLICY WHEREBY CERTAIN PAYMENTS TO EMPLOYEES AND MEMBERS OF THE BOARD OF DIRECTORS ARE GROSSED UP. THESE PAYMENTS ARE NOT AN USUAL OCCURRENCE AND ARE EVALUATED AND APPROVED BY THE CEO OR CFO. FOR CERTAIN MEMBERS OF MANAGEMENT A REIMBURSEMENT OF UP TO 50% OF HEALTH CLUB DUES IS AVAILABLE. THIS PERQUISITE IS INCLUDED AS PART OF THE EVALUATION OF THE ANNUAL COMPENSATION EVALUATION PROCESS. ALL COMPONENTS DISCUSSED IN THIS SECTION ARE TREATED AS TAXABLE INCOME FOR THE EMPLOYEE RECEIVING THE PAYMENT. PART I, LINE 3 COMPENSATION FOR THE PRESIDENT IS ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS 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. PART I, LINE 4B CALVIN KNIGHT - $486,113 SERP PLAN PATRICK CAREW - $46,471 RESTORATION PLAN PART I, LINE 6 JOHN MUIR HEALTH ("THE CORPORATION"), THE PARENT OF JOHN MUIR HEALTH FOUNDATION, WITH THE OVERSIGHT AND APPROVAL OF THE COMPENSATION COMMITTEE OF THE JOHN MUIR HEALTH BOARD OF DIRECTORS, BASES A PORTION OF ANNUAL MANAGEMENT INCENTIVE PAYMENTS ON THE CONSOLIDATED NET EARNINGS TARGETS OF JOHN MUIR HEALTH. ADDITIONALLY, WHERE APPROPRIATE MANAGEMENT OVERSIGHT EXISTS, A PORTION OF AN EXECUTIVE'S MANAGEMENT INCENTIVE CAN ALSO BE BASED ON THE NET EARNINGS TARGETS OF THE CORPORATION AND VARIOUS SUBSIDIARIES. PAYMENTS TO MANAGEMENT PERSONNEL ARE MADE IN THE SUBSEQUENT YEAR BASED ON THE LEVEL OF ACHIEVEMENT OF ALL ELEMENTS OF THE INCENTIVE PROGRAM, OF WHICH NET EARNINGS TARGETS ARE A COMPONENT. THEREFORE, EACH YEAR AN ACCRUAL OF THE ESTIMATED PAYMENTS FOR MANAGEMENT INCENTIVES IS INCLUDED IN THE CALCULATION OF NET EARNINGS TARGETS FOR THAT YEAR. THE INCENTIVE PROGRAMS FOR THE MANAGEMENT OF JOHN MUIR HEALTH AND SUBSIDIARIES, INCLUDING JOHN MUIR HEALTH FOUNDATION, ARE DEVELOPED AND REVIEWED BY AN OUTSIDE CONSULTANT WHOSE EXPERTISE IS IN COMPENSATION AND WHO DEVELOPS MARKET DATA FOR SIMILAR ORGANIZATIONS AS A BASIS FOR THE CORPORATION'S INCENTIVE PROGRAM. THE INCENTIVE PROGRAM AND MARKET DATA IS REVIEWED WITH THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH. SCHEDULE J, PART II, COLUMN B(III): JMH IMPLEMENTED A "PAID TIME OFF CAP" THAT WAS EFFECTIVE BEGINNING IN 2014. IN CONNECTION WITH THE NEW POLICY TO LIMIT BENEFIT-ELIGIBLE EMPLOYEE AT 125% OF THEIR TOTAL PAID TIME OFF ACCRUAL VALUE (BASED ON YEARS OF SERVICE), JMH CASHED OUT EMPLOYEE BALANCES IN EXCESS OF 100% OF THEIR PAID TIME OFF ACCRUAL CAPS. THE NEW POLICY IS EFFECTIVE AT JMH AND ALL JMH SUBSIDIARIES. FORM 990, PART VI, SECTION A, LINE 6 JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF JOHN MUIR HEALTH FOUNDATION, AND, IN SUCH CAPACITY, HAS THE RIGHT TO APPROVE THE ELECTION OF ALL OF THE DIRECTORS OF JOHN MUIR HEALTH FOUNDATION (OTHER THAN CERTAIN DIRECTORS WHO SERVE EX-OFFICIO), AS WELL AS THE RIGHT TO APPROVE CERTAIN SIGNIFICANT CORPORATE ACTIONS (AS DESCRIBED IN SCHEDULE O). FORM 990, PART VI, SECTION A, LINE 7A SEE SCHEDULE O, FORM 990, PART VI, SECTION A, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B THE BYLAWS OF JOHN MUIR HEALTH FOUNDATION PROVIDE THAT (I) JOHN MUIR HEALTH SHALL APPROVE THE ELECTION OF ALL OF THE DIRECTORS OF JOHN MUIR HEALTH FOUNDATION (OTHER THAN THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF JOHN MUIR HEALTH, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF JOHN MUIR HEALTH FOUNDATION, THE PRESIDENT OF THE JOHN MUIR MEDICAL CENTER - WALNUT CREEK CAMPUS AUXILIARY, AND THE PRESIDENT OF JOHN MUIR MEDICAL CENTER - CONCORD VOLUNTEERS, EACH OF WHOM SERVE EX-OFFICIO AS A MEMBER OF THE JOHN MUIR HEALTH FOUNDATION BOARD OF DIRECTORS), (II) JOHN MUIR HEALTH MAY REMOVE ANY OR ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS OF JOHN MUIR HEALTH FOUNDATION AT ANY TIME, (III) JOHN MUIR HEALTH FOUNDATION MAY NOT TAKE ANY OF THE FOLLOWING ACTIONS WITHOUT THE PRIOR APPROVAL OF JOHN MUIR HEALTH: (A) THE MERGER, CONSOLIDATION OR DISSOLUTION OF JOHN MUIR HEALTH FOUNDATION; (B) THE AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF JOHN MUIR HEALTH FOUNDATION; (C) THE APPROVAL OF OPERATING AND CAPITAL BUDGETS, ALTHOUGH THE BOARD IS EMPOWERED TO DEVELOP ITS OWN BUDGET WITHIN THE GUIDELINES AND OBJECTIVES SET BY JOHN MUIR HEALTH; (D) ANY BORROWING OR INDEBTEDNESS (INCLUDING BUT NOT LIMITED TO LEASE AGREEMENTS AND CONTRACTS OF SALE); (E) THE PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE AND ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL IN EXCESS OF $250,000 OR SUCH GREATER AMOUNT AS MAY BE DETERMINED BY JOHN MUIR HEALTH FROM TIME TO TIME; (F) THE APPOINTMENT OF AN INDEPENDENT AUDITOR AND CORPORATE COUNSEL; (G) THE APPROVAL OF TRANSACTIONS OF JOHN MUIR HEALTH FOUNDATION IN WHICH A DIRECTOR OR OFFICER OF JOHN MUIR HEALTH FOUNDATION HAS A MATERIAL FINANCIAL INTEREST; AND (H) ANY OTHER ACTIVITIES OF JOHN MUIR HEALTH FOUNDATION WHICH JOHN MUIR HEALTH DETERMINES REPRESENT MAJOR TRANSACTIONS OR MAJOR POLICIES. FORM 990, PART VI, SECTION B, LINE 11 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. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR THEIR DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF JOHN MUIR HEALTH FOUNDATION WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, BOARD MEMBERS ARE PROVIDED WITH A COPY OF THE CONFLICT OF INTEREST POLICY AND THEY ARE ASKED TO SIGN A STATEMENT ACKNOWLEDGING THEY HAVE READ THE POLICY AND AGREE TO COMPLY WITH ITS TERMS, INCLUDING THE DISCLOSURE OF ANY POTENTIAL CONFLICTS. THE JOHN MUIR HEALTH FOUNDATION PRESIDENT MONITORS ANY POTENTIAL CONFLICTS OF INTEREST AND DISCUSSES THEM WITH THE BOARD MEMBER AND OFFICERS. IF A POTENTIAL CONFLICT AROSE, THE BOARD MEMBER WOULD BE EXCUSED FROM THE MEETING FOR THE DISCUSSION AND VOTE. IN THE EVENT A BOARD MEMBER FAILED TO DISCLOSE A POTENTIAL CONFLICT, THE EXECUTIVE COMMITTEE WOULD DETERMINE ANY ACTION TO BE TAKEN. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE PRESIDENT IS ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS 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. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. FORM 990, PART VI, SECTION C, LINE 19 JOHN MUIR HEALTH PROVIDES FINANCIAL INFORMATION ON A QUARTERLY BASIS THROUGH VARIOUS BOND DISCLOSURE DATABASES. THIS FINANCIAL INFORMATION IS AVAILABLE FOR JOHN MUIR HEALTH ON A CONSOLIDATED AND CONSOLIDATING BASIS, INCLUDING SUBSIDIARIES. REQUESTS FOR THE PROVISION OF OUR GOVERNING DOCUMENTS AND OUR CONFLICT OF INTEREST POLICY ARE DIRECTED TO THE JOHN MUIR HEALTH CHIEF GOVERNANCE OFFICER FOR THE APPROPRIATE RESPONSE. TANGIBLE PROPERTY REGULATIONS PURSUANT TO THE SMALL BUSINESS EXCEPTION UNDER SECTION 10.11(6)(B)(III) OF REV. PROC. 2015-20, THE TAXPAYER IS CHANGING TO ADOPT THE FINAL TANGIBLE PROPERTY REGULATIONS PROSPECTIVELY WITH ITS TAX YEAR BEGINNING JANUARY 1, 2014, AND WITHOUT FILING A FORM 3115. SECTION 1.263(A)-1(F) DE MINIMIS SAFE HARBOR ELECTION TAXPAYER IS MAKING THE DE MINIMIS SAFE HARBOR ELECTION UNDER TREAS. REG. 1.263(A)-1(F) FOR ALL ELIGIBLE AMOUNTS PAID OR INCURRED DURING THE TAXABLE YEAR. SECTION 1.263(A)-3(N) CAPITALIZATION ELECTION TAXPAYER HEREBY ELECTS TO CAPITALIZE REPAIR AND MAINTENANCE COSTS UNDER TREAS. REG. 1.263(A)-3(N). THE COSTS WERE INCURRED DURING THE TAXABLE YEAR IN THE ELECTING TAXPAYER'S TRADE OR BUSINESS AND THE ELECTING TAXPAYER TREATS SUCH COSTS AS CAPITAL EXPENDITURES ON ITS BOOKS AND RECORDS. JOHN MUIR HEALTH 1400 TREAT BLVD SUITE 300 WALNUT CREEK CA 94597 941461843 PROVISION OF HEALTHCARE SERVICES TO THE COMMUNITY CA 501(C)(3) 3 N/A 0 JOHN MUIR PHYSICIAN NETWORK 1400 TREAT BLVD SUITE 400 WALNUT CREEK CA 94597 680360801 PROVIDE CLINIC SERVICES & MANAGE HEALTHCARE RISK OPERATIONS WITH JM HEALTH CA 501(C)(3) 11 TYPE I N/A 0 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BLVD SUITE 300 WALNUT CREEK CA 94597 680249685 PROVIDE BEHAVIORAL HEALTH SERVICES INCLUDING MENTAL HEALTH & SUBSTANCE ABUSE CA 501(C)(3) 3 N/A 0 JOHN MUIRMT DIABLO COMMUNITY HEALTH FUND 1399 YGNACIO VALLEY ROAD SUITE 36 WALNUT CREEK CA 94598 911788973 PROVIDE GRANTS THAT ENHANCE HEALTHCARE SERVICES TO UNDERSERVED CA 501(C)(3) 11 TYPE III N/A 0 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0