2015-05-12T15:21:42-05:00 2014-06-30 861065772 DELOITTE TAX LLP 7900 TYSONS ONE PLACE SUITE 800 MCLEAN VA 22102 990 2013-07-01 521484872 GBMC Healthcare Inc GBMC 4438492000 6701 North Charles Street Baltimore MD 21204 Eric Melchior EVP and CFO 4438492000 2015-05-12 1 Yvette L Woods P00364424 7032511000 2013 2016-03-07 17:11:31Z John B Chessare MD 6701 North Charles Street Baltimore MD 21204 42341333 0 X www.gbmc.org X 1975 MD To establish, maintain, supervise, coordinate, assist and perform planning & other functions for the entities to provide health-related services of the corporation and its affiliated entities. 28 22 0 25 156276 7055 50000 50000 13450 0 0 0 67688244 42291333 67751694 42341333 0 0 0 0 345904 543984 0 0 0 531324 1242811 877228 1786795 66874466 40554538 413738126 456431340 1009567 2690525 412728559 453740815 X See Schedule O 0 0 1339904 0 Accountable care organization which integrates community primary care with hospital and multi-speciality care in the Towson area. 1339904 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 1 1 1 BD 0 0 0 0 0 0 0 0 0 X 28 22 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MD X X Eric Melchior 4438492000 6701 North Charles Street Baltimore MD 21204 Honorable Vicki Ballou-Watts Director 1.00 3.00 X 0 0 0 Mr Herbert J Belgrad Director 1.00 2.00 X 0 0 0 Ms Sandra Berman Director 1.00 2.00 X 0 0 0 Ms Kara C King Bess Director 1.00 2.00 X 0 0 0 Robert K Brookland MD Director 1.00 3.00 X 0 0 0 Mr Samuel Heffner Director 1.00 3.00 X 0 0 0 Mr Frederick M Hudson Director 1.00 2.00 X 0 0 0 Theda C Kontis MD Director 1.00 2.00 X 0 0 0 Mr Timothy Krongard Director 1.00 3.00 X 0 0 0 Mr Benjamin F Lucas II Director 1.00 3.00 X 0 0 0 Mr Thomas H Maddux Director 1.00 3.00 X 0 0 0 Mr Anthony Milando Director 1.00 2.00 X 0 0 0 Ms Jeanette M Mills Director 1.00 2.00 X 0 0 0 Mr Thomas J O'Donnell Jr Director 1.00 3.00 X 0 0 0 Mr Frank R Palmer Director 1.00 3.00 X 0 0 0 Mr Robert A Shelton Director 1.00 2.00 X 0 0 0 Mr Stuart O Simms Director 1.00 2.00 X 0 0 0 Mr James B Stradtner Director 1.00 2.00 X 0 0 0 Mr Steven A Thomas Director 1.00 2.00 X 0 0 0 Ms Marion G Thompson Director 1.00 2.00 X 0 0 0 Harold Tucker MD Chief of Staff 1.00 26.00 X 0 130000 0 John M Wogan MD Vice Chief of Staff 1.00 2.00 X 0 20000 0 John B Chessare MD President/CEO GBMC Healthcare 10.00 30.00 X X 0 787462 199214 Mr Harry S Johnson Chair 1.00 2.00 X X 0 0 0 Ms Patricia J Mitchell Vice Chair 1.00 2.00 X X 0 0 0 Mr Stephen T Scott Treasurer 1.00 2.00 X X 0 0 0 Ms Bonnie R Stein Chair - Elect 1.00 2.00 X X 0 0 0 Ms Mary B Wieler Secretary 1.00 2.00 X X 0 0 0 Mr Eric L Melchior EVP & CFO 10.00 30.00 X 0 659083 41644 Mr Keith R Poisson EVP & COO 10.00 30.00 X 0 1062888 123575 John R Saunders MD VP Medical Affairs & CMO 5.00 28.00 X 0 611337 100040 Mr George E Bayless III VP Finance 5.00 35.00 X 0 442148 61541 Ms Carolyn L Candiello VP Quality & Pt Safety 1.00 39.00 X 0 192557 51753 Ms Jenny Coldiron VP Development 5.00 35.00 X 0 219880 70951 Mr John W Ellis Sr. VP Stategy & Bus Dev 10.00 30.00 X 0 951894 126016 Mr Michael A Forthman VP Facilities & Support Ser 5.00 35.00 X 0 224469 53745 Ms Catherine Hamel VP Post Acute Srvs & Exec Dir Hospice 1.00 39.00 X 0 225103 55103 Ms Joanne Porter Sr. VP Chief Nursing Exec 5.00 35.00 X 0 584002 30385 Ms Deloris S Tuggle VP Human Resources 5.00 35.00 X 0 296996 40559 Ronald F Trutone Jr MD Former Director/GBMC Research Chair 0.00 29.00 X 0 300000 0 0 6707819 954526 0 1 1 0 0 50000 50000 Gain from Subsidiary 900099 42135057 42135057 Management Fee 561000 156276 156276 42291333 42341333 0 156276 42135057 509360 503000 6360 50 50 34574 34574 140652 140652 25155 25155 38249 2250 35999 2414 2414 1474 750 724 417807 417807 21264 19776 1488 1946 1946 326812 326812 Overhead 260004 260004 Outside Printing 4918 4918 Personal Property Tax 1400 300 1100 716 152 564 1786795 1339904 446891 0 31496 30066 52070 52064 738987 179394 0 559593 413654560 455789617 413738126 456431340 1009567 2690525 1009567 2690525 X 362217221 392945736 29177350 36666596 21333988 24128483 412728559 453740815 413738126 456431340 X 40554538 457718 X 0 1 X 1 0 X 50000 50000 50000 50000 50000 250000 50000 50000 50000 50000 50000 250000 250000 5 5 8381 6805 6249 6368 7055 34858 284863 0.87760 0.87320 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 738987 179394 559593 559593 Investment in Subsidiaries 455789617 C 455789617 X Part V, Line 4: The balance sheet for GBMC Healthcare shows both temporarily and permanently restricted net assets. These amounts represent GBMC Healthcare, Inc.'s interest in the equity of its subsidiaries and not endowments owned by GBMC Healthcare, Inc. Information on the endowments of GBMC Healthcare's subsidiaries can be found on each subsidiaries' separate Form 990. Part X, Line 2: The Financial Accounting Standards Board's (FASB) guidance on accounting for uncertainty in income taxes clarifies the accounting for uncertainty of income tax positions. This guidance defines the threshold for recognizing tax return positions in the consolidated financial statements as "more likely than not" that the position is sustainable, based on its technical merits. This standard also provides guidance on the measurement, classification and disclosure of tax return positions in the consolidated financial statements. The Company has adopted this guidance, and there were no amounts recorded in the consolidated financial statements during the years ended June 30, 2014 and 2013 for uncertain tax positions. X X X X X 0 1 0 0 0 0 0 0 0 John B Chessare MD President/CEO GBMC Healthcare 0 645197 0 117218 0 25047 0 169454 0 29760 0 986676 0 0 Mr Eric L Melchior EVP & CFO 0 395871 0 227756 0 35456 0 16400 0 25244 0 700727 0 44969 Mr Keith R Poisson EVP & COO 0 377570 0 661993 0 23325 0 94015 0 29560 0 1186463 0 585212 John R Saunders MD VP Medical Affairs & CMO 0 387141 0 196856 0 27340 0 46400 0 53640 0 711377 0 118821 Mr George E Bayless III VP Finance 0 224878 0 212311 0 4959 0 30440 0 31101 0 503689 0 179445 Ms Carolyn L Candiello VP Quality & Pt Safety 0 156149 0 29937 0 6471 0 29533 0 22220 0 244310 0 0 Ms Jenny Coldiron VP Development 0 182930 0 32801 0 4149 0 32964 0 37987 0 290831 0 0 Mr John W Ellis Sr. VP Stategy & Bus Dev 0 345298 0 584001 0 22595 0 101696 0 24320 0 1077910 0 508932 Mr Michael A Forthman VP Facilities & Support Ser 0 191335 0 28096 0 5038 0 22671 0 31074 0 278214 0 0 Ms Catherine Hamel VP Post Acute Srvs & Exec Dir Hospic 0 179526 0 34607 0 10970 0 18030 0 37073 0 280206 0 0 Ms Joanne Porter Sr. VP Chief Nursing Exec 0 254735 0 300487 0 28780 0 16400 0 13985 0 614387 0 224115 Ms Deloris S Tuggle VP Human Resources 0 241061 0 38347 0 17588 0 32807 0 7752 0 337555 0 0 Ronald F Trutone Jr MD Former Director/GBMC Research Chair 0 300000 0 0 0 0 0 0 0 0 0 300000 0 0 Part I, Line 4b The following individuals participate in a non-qualified supplemental retirement plan. GBMC Healthcare has a non-qualified supplemental retirement plan. This plan was approved by the Compensation Committee of the GBMC Healthcare Board of Directors to supplement the executive's retirement income. The supplemental retirement plan was developed based on an independent consultant report on market-based practices for supplemental retirement plans. The percentage of final average pay, the requirements for vesting, participants, and pay-out provisions were established, reviewed, and approved by the compensation committee. The contributions to the supplemental non-qualified retirement plan are included in schedule J, Part II, column C or in schedule J, Part I, column B(III) as part of deferred compensation. The following individuals participated in this supplemental non-qualified retirement plan: John B. Chessare, M.D. $168,128 earned, $0 paid Mr. George E. Bayless, III $23,074 earned, $179,445 paid Ms. Carolyn L. Candiello $20,000 earned, $0 paid Ms. Jenny Coldiron $21,543 earned, $0 paid Mr. John W. Ellis $87,846 earned, $508,932 paid Mr. Michael A. Forthman $11,835 earned, $0 paid Ms. Catherine Hamel $6,082 earned, $0 paid Mr. Eric L. Melchior $0 earned, $44,969 paid Mr. Keith R. Poisson $80,165 earned, $585,212 paid Ms. Joanne Porter $0 earned, $224,115 paid John R. Saunders, M.D. $30,000 earned, $118,821 paid Ms. Deloris Tuggle $20,000 earned, $0 paid Form 990, Part III, Line 1, Description of Organization Mission: GBMC Healthcare, Inc. is organized and operated exclusively as a nonprofit charitable organization within the meaning of section 501(c)(3) of the code for the following purposes: (1) To establish, maintain, supervise, coordinate, assist and perform planning and other functions for entities to provide health-related services or to carry out the charitable, educational, health care, and scientific purposes of the corporation and its affiliated entities including but not limited to Greater Baltimore Medical Center, Inc., a hospital corporation described under section 501(c)(3) and exempt from tax under section 501(a) of the code, and other entities which may further the charitable, educational, health care, and other purposes of the corporation. (2) To provide supervision and coordination of the activities of affiliated entities, including but not limited to Greater Baltimore Medical Center, Inc.; GBMC Investments, Inc.; GBMC Foundation, Inc.; Ruxton Insurance Company, Ltd.; GBMC Land Corporation; and Gilchrist Hospice Care, Inc. (3) To consider and establish long and short range planning activities for the corporation and its affiliated entities. (4) To raise funds for the benefit of charitable, scientific, health care, and educational activities and functions of the corporation and its affiliated entities. (5) To consult with the appropriate officers of the affiliated entities to promote cooperation among them in order to further the charitable, educational, and scientific activities and functions of those entities. (6) To have and to exercise to the extent necessary or desirable for the accomplishment of any of the aforesaid purposes, and to the extent that they are not inconsistent with the charitable purposes of the corporation and the limitations imposed by section 501(c)(3) of the code, any and all powers conferred upon corporation by the Maryland General Corporation law. Form 990, Part VI, Section B, line 11 The Audit and Compliance Committee of GBMC Healthcare, Inc. reviews this Form 990. A copy of the Form 990 is provided to the full Board of Directors of GBMC Healthcare, Inc. for review prior to filing. Form 990, Part VI, Section B, line 12c Annually, every board member, employed and contracted physician, advanced practitioner and manager (which includes key employees) must complete a comprehensive questionnaire that provides for the disclosure of potential conflicts. All disclosures are reviewed by the Compliance Officer. Those disclosures that are questionable or may rise to the level of a conflict are discussed with General In-House Counsel and appropriate action is taken, if necessary. A summary of disclosures is provided to the Audit and Compliance Committee (for management) and to the Governance Committee (for board members) annually. Form 990, Part VI, Section B, line 15 The Compensation Committee ("Committee") of the Board of Directors of GBMC Healthcare, Inc., which is comprised of directors that are "disinterested" as defined by IRS regulations, is authorized to oversee the organization's executive compensation program. The Committee reviews and approves the compensation provided to the organization's President and Chief Executive Officer and each officer, key employee and senior leader, whether or not these individuals would be considered "disqualified persons" under the intermediate sanctions regulations of federal income tax law. The Committee has adopted a written philosophy setting forth the guiding principles governing the compensation provided to the organization's executives. The Committee's review and approval process was established and is conducted in a manner so as to qualify for the rebuttable presumption of reasonableness under the intermediate sanctions regulations of federal income tax law. All forms of compensation and benefits provided to members of the senior leadership team are reviewed, which includes current and deferred compensation and all employee benefits, both qualified and non-qualified to ensure that the "total compensation" is reasonable. The Committee engaged an independent executive compensation consultant that specializes in the review of hospital and health system executive compensation and benefits to compile market compensation data of similarly sized health care organizations throughout the country as well as the same geographic region. No data from any for-profit entities were used. The data were categorized by executive position, and a salary range was developed with the assistance of the independent compensation consultant. The Committee relied upon this data, relevant business judgment factors (e.g., experience, performance, recruitment and retention factors and the unique demands of the position), the guidance provided by the stated compensation philosophy and the written opinion of the independent executive compensation consultant as to the reasonableness of the compensation in relation to market data in making its executive compensation decisions. The Committee also considers its business judgment. The Committee documents the basis for its decisions through the timely preparation of written minutes of the compensation committee meetings during which such decisions are deliberated and determined. The Committee's decisions are subject to the final approval of the Board of Directors. Form 990, Part VI, Section C, line 19 The governing documents are located on the State of Maryland Department of Taxation's website. Financial Statements are made public through the State of Maryland Charitable registration. Financial Statements for GBMC Healthcare, Inc. are also available through the Electronic Municipal Market Access (EMMA) website via the Continuing Disclosure document. The Conflict of Interest policy is not available to the public. Form 990, Part XI, line 9: Transfers 309,868. Book to Tax Difference 147,418. Other Changes to Net Asset 432. Greater Baltimore Health Alliance Physicians LLC 6701 North Charles Street Baltimore MD 21204 900794161 Accountable Care Organization MD 0 573537 GBMC Healthcare Greater Baltimore Medical Center Inc 6701 North Charles Street Baltimore MD 21204 526049658 Healthcare MD 501(c)(3) Line 3: 170(b)(1)(a) GBMC Healthcare 1 GBMC Foundation Inc 6701 North Charles Street Baltimore MD 21204 521411935 Fundraising MD 501(c)(3) Line 7: 170(b)(1)(a) GBMC Healthcare 1 Gilchrist Hospice Care Inc 11311 McCormick Road No 350 Hunt Valley MD 21031 521851251 Hospice Services MD 501(c)(3) Line 3: 170(b)(1)(a) GBMC Healthcare 1 GBMC Investments Inc 6701 North Charles Street Baltimore MD 21204 521040300 Investment Management MD 501(c)(3) Line 11, Type II: 50 GBMC Healthcare 1 Diversified Health Enterprises Inc 6701 North Charles Street Baltimore MD 21204 521725005 Health Services MD 501(c)(3) Line 11, Type II: 50 GBMC Healthcare 1 Diversified Nurses Inc 6701 North Charles Street Baltimore MD 21204 521305904 Nursing Services MD 501(c)(3) Line 9: 509(a)(2) GBMC Healthcare 1 Diversified Health Services Inc 6701 North Charles Street Baltimore MD 21204 521331993 Health Services MD 501(c)(3) Line 9: 509(a)(2) GBMC Healthcare 1 GBMC Land Inc 6701 North Charles Street Baltimore MD 21204 521413360 Real Estate Property MD 501(c)(3) Line 11, Type I: 509 GBMC Healthcare 1 GBMC Medical Arts LP 6701 North Charles Street Baltimore MD 21204 521412751 Real Estate Management MD N/A 0 0 GBMC Medical Arts Pavilion West LP 6701 North Charles Street Baltimore MD 21204 521899034 Real Estate Management MD N/A 0 0 Greater Baltimore Diagnostic Imaging Partnership 6701 North Charles Street Baltimore MD 21204 521561640 Imaging Services MD N/A 0 0 GBMC Agency Inc 6701 North Charles Street Baltimore MD 21204 521411931 Investments MD N/A C 0 GBMC Management Inc 6701 North Charles Street Baltimore MD 21204 521411974 Management Company MD N/A C 0 GBMC Finance Corporation 6701 North Charles Street Baltimore MD 21204 521863069 Financing Agent MD N/A C 0 GBMC Finance Corporation II 6701 North Charles Street Baltimore MD 21204 521836142 Financing Agent MD N/A C 0 GBMC Finance Corporation III 6701 North Charles Street Baltimore MD 21204 521836144 Financing Agent MD N/A C 0 Ruxton Insurance Company Ltd 3 Gorham Road Hamilton HM 08 Hamilton BD 980413102 Insurance Captive BD GBMC Healthcare Inc C 7153858 67426847 1.00000 1 GBMD Inc 6701 North Charles Street Baltimore MD 21204 521914558 Healthcare MD N/A C 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 1 Greater Baltimore Medical Center Inc C 50000 Cost Greater Baltimore Medical Center Inc M 260004 Cost Greater Baltimore Medical Center Inc S 309868 Cost