2014-11-17T12:14:42-06:00 2013-12-31 861065772 DELOITTE TAX LLP 555 MISSION STREET SUITE 1400 SAN FRANCISCO CA 94105 990 2013-01-01 942650855 JOHN MUIR HEALTH FOUNDATION JOHN 9259393000 1400 TREAT BOULEVARD NO 300 WALNUT CREEK CA 94597 MICHAEL MOODY CFO 9259393000 2014-11-05 1 JOAN S MCMAHON P00966494 4157834000 2013 2015-11-30 17:44:51Z MICHAEL MOODY 1400 TREAT BOULEVARD NO 300 WALNUT CREEK CA 94597 8658008 0 X WWW,JOHNMUIRHEALTH.COM X 1979 CA TO SOLICIT AND MANAGE FUNDS FOR JOHN MUIR HEALTH 20 14 0 24 0 0 2037125 7293234 1506558 1275605 113484 89169 0 0 3657167 8658008 3507537 4726860 0 0 0 0 233271 13800 182550 2319477 3006415 6060285 7747075 -2403118 910933 22575000 25382000 13916425 3954273 8658575 21427727 TO SOLICIT AND MANAGE FUNDS FOR JOHN MUIR HEALTH 0 0 6772513 4726860 1275605 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. 6772513 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 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 0 0 0 0 0 0 X 20 14 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X X MICHAEL MOODY 9259393000 1400 TREAT BLVD STE 300 WALNUT CREEK CA 94597 JACK E THOMPSON CHAIR 5.00 X X 0 0 0 DAVID D WOODWORTH VICE CHAIR 5.00 X X 0 0 0 PETER D GRUEBELE SECRETARY/TREASURER 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 PATRICK CAREW DIRECTOR/PRESIDENT 5.00 60.00 X X 0 357798 132469 MICHAEL MOODY CFO 5.00 60.00 X 0 669105 238289 MICHELLE J BARTEL DIRECTOR 5.00 X 0 0 0 ROBIN HARRISON DIRECTOR 5.00 X 0 0 0 STEPHEN L DAVENPORT DIRECTOR 5.00 X 0 0 0 NOURALLAH B GHORBANI MD DIRECTOR 5.00 X 0 0 0 GUY R HENSHAW DIRECTOR 5.00 X 0 0 0 BEVERLY A JONES DIRECTOR 5.00 X 0 0 0 CALVIN K KNIGHT DIRECTOR 5.00 60.00 X 0 1468271 703952 MICHAEL L LEVINE MD DIRECTOR 5.00 X 0 0 0 AL MALICK DIRECTOR 5.00 X 0 0 0 JAMES V MITCHELL 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 THERESA M CAYGILL HONORARY DIRECTOR 5.00 X 0 0 0 JEAN HOFMANN HONORARY DIRECTOR 5.00 X 0 0 0 KEN HOFMANN HONORARY DIRECTOR 5.00 X 0 0 0 MARGERY B STERNS HONORARY DIRECTOR 5.00 X 0 0 0 MILTON SMITH FORMER PRESIDENT 0.00 0.00 X 0 295868 18086 0 2791042 1092796 0 1 1 0 MICHAEL CRVARICH 33726 CALLE MIRAMAR SAN JUAN CAPISTRANO CA 92675 CONSULTING SERVICES 179700 1 3085059 81994 4126181 25000 7293234 PROG SERVICE REVENUES 900099 1275605 1275605 1275605 89169 89169 8658008 1275605 0 89169 4726860 4726860 13800 13800 216791 125718 91073 126344 94645 31699 PURCHASED SERVICES 2250612 1515151 566711 168750 SUPPLIES 87341 65506 21835 0 325327 244633 80694 7747075 6772513 792012 182550 6221000 8255000 13214000 13042000 3140000 3945000 0 140000 22575000 25382000 0 66000 13916425 3888273 13916425 3954273 X -7656190 4439943 11676407 12219416 4638358 4768368 8658575 21427727 22575000 25382000 X 910933 1073419 10784800 X 0 1 X 1 0 X 13072119 12266330 5587237 2037125 7293234 40256045 13072119 12266330 5587237 2037125 7293234 40256045 14774171 25481874 45612 61178 162209 113484 89169 471652 40727697 2833063 0.62570 0.49760 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 16353302 4208174 1183086 4756777 16987785 17002903 2037125 859349 3546075 16353302 37397465 4810336 10029 25214927 17002903 28132000 9915590 599321 1249446 37397465 33638031 12706231 1333441 19545703 28132000 0.28000 0.72000 0 0 0 OTHER LIABILITIES 139273 PAYABLES TO AFFILIATES 3749000 3888273 PART V, LINE 4: FURTHERANCE OF THE MISSION AND MOST SIGNIFICANT ACTIVITIES OF JOHN MUIR HEALTH. 1 JOHN MUIR HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 94597 941461843 501(C)(3) 3143185 RESTRICTED FUNDS JOHN MUIR PHYSICIAN NETWORK 1400 TREAT BOULEVARD WALNUT CREEK CA 95597 680360801 501(C)(3) 1573675 RESTRICTED FUNDS JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BOULEVARD WALNUT CREEK CA 95597 680249685 501(C)(3) 10000 RESTRICTED FUNDS 3 0 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 1 1 X X X X 1 1 0 0 0 1 1 0 0 PATRICK CAREW DIRECTOR/PRESIDENT 0 340018 0 0 0 17780 0 122898 0 9571 0 490267 0 0 MICHAEL MOODY CFO 0 462093 0 165490 0 41522 0 216461 0 21828 0 907394 0 165490 CALVIN K KNIGHT DIRECTOR 0 912343 0 470936 0 84992 0 683676 0 20276 0 2172223 0 470936 MILTON SMITH FORMER PRESIDENT 0 0 0 0 0 295868 0 0 0 18086 0 313954 0 0 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. 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, LINES 4A-B IN 2013, JMH IMPLEMENTED A "VOLUNTARY SEPARATION PROGRAM" (VSP) TO ALLOW ELIGIBLE EMPLOYEES TO EXIT JMH VOLUNTARILY BASED ON THEIR PERSONAL CHOICES AND CIRCUMSTANCES. THE VSP WAS OPEN TO ALL EMPLOYEES, WITH THOSE ACCEPTED RECEIVING A BASIC SEVERANCE PAYMENT PLUS ADDITIONAL FINANCIAL INCENTIVE BASED ON YEARS OF SERVICE IN EXCHANGE FOR THEIR AGREEMENT TO SEPARATE VOLUNTARILY FROM JMH. THE VSP WAS IMPLEMENTED AT JMH AND ALL JMH SUBSIDIARIES. MILTON J. SMITH RECEIVED SEVERANCE OF $241,942 PART I, LINE 4B: CALVIN KNIGHT - $216,307 SERP PLAN MICHAEL MOODY - $73,143 RESTORATION PLAN PATRICK CAREW - $26,885 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 BOARD OF DIRECTORS, BASES A PORTION OF ANNUAL MANAGEMENT INCENTIVE PAYMENTS ON THE CONSOLIDATED NET EARNINGS TARGETS OF JOHN MUIR HEALTH. 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): IN DECEMBER 2013, JMH IMPLEMENTED A "PAID TIME OFF CAP" TO BE 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 2 JEAN HOFFMAN AND KEN HOFFMANN HAVE A FAMILY RELATIONSHIP. 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 OUR LEGAL DEPARTMENT FOR THE APPROPRIATE RESPONSE. FORM 990, PART XI, LINE 9: WRITE DOWN OF INTERCOMPANY BALANCE CURRENT YEAR 10,784,800. JOHN MUIR HEALTH 1400 TREAT BLVD 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 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 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 1400 TREAT BLVD WALNUT CREEK CA 94597 911788973 PROVIDE GRANTS THAT ENHANCE HEALTHCARE SERVICES TO UNDERSERVED CA 501(C)(3) 11 TYPE III N/A 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0