2024-05-09T11:05:10-05:00 2023-06-30 920460586 PWC US TAX LLP 655 NEW YORK AVENUE NW - SUITE 1100 WASHINGTON DC 20001 990 2022-07-01 222517863 WELLSPAN HEALTH WELL 7178513055 PO BOX 2767 YORK PA 174052767 LAURA BUCZKOWSKI EXECUTIVE VP & CFO 7178513055 2024-05-09 1 LAURA BUCZKOWSKI 999009999 1 TRAVIS L PATTON P00369623 2024141000 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ROXANNA GAPSTUR PO BOX 2767 YORK PA 174052767 594771614 0 X WWW.WELLSPAN.ORG X 1983 PA IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES. 15 12 3718 457 4679860 2804112 5617783 4426074 465455948 556319759 7024679 12233839 18648726 20175877 496747136 593155549 1213455 2006345 0 0 332853492 365845117 0 0 0 283856884 327700631 617923831 695552093 -121176695 -102396544 655435799 689834087 888843232 933310442 -233407433 -243476355 X WELLSPAN HEALTH IS AN INTEGRATED HEALTH SYSTEM SERVING THE GREATER ADAMS-YORK COUNTY REGION. AS A COMMUNITY-BASED, NOT-FOR-PROFIT ORGANIZATION, WELLSPAN IS DEDICATED TO IMPROVING THE HEALTH AND WELL-BEING OF THE PEOPLE IT SERVES. WELLSPAN WILL ASSUME A LEADERSHIP ROLE AND DEVELOP PARTNERSHIPS WITH OTHER ORGANIZATIONS TO:IMPROVE ACCESS TO COORDINATED, HIGH QUALITY, COST-EFFECTIVE AND COMPASSIONATE HEALTHCARE SERVICES; EDUCATE THE HEALTHCARE PROVIDERS OF TOMORROW; PROMOTE HEALTHY LIFESTYLES AND LIFE-LONG WELLNESS; AND MAKE ITS LOCAL COMMUNITIES HEALTHIER, MORE DESIRABLE PLACES TO LIVE, WORK AND PLAY. 0 0 638736661 2006345 555491510 WELLSPAN HEALTH, AS THE PARENT ORGANIZATION, PROVIDES NUMEROUS SHARED SERVICES TO ITS AFFILIATED ORGANIZATIONS, WHICH CONSISTS OF SEVEN ACUTE HOSPITAL CARE FACILITIES, A BEHAVIORAL HEALTH HOSPITAL, FIVE CHARITABLE FOUNDATIONS, AS WELL AS OTHER MEDICAL SERVICE FACILITIES.AS A COMMUNITY-BASED, NOT-FOR-PROFIT ORGANIZATION, WELLSPAN HEALTH IS DEDICATED TO IMPROVING THE HEALTH AND WELL-BEING OF THE PEOPLE IT SERVES. WELLSPAN WORKS AS ONE TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES.IN FISCAL YEAR 2023, WELLSPAN PROVIDED MORE THAN $344.4 MILLION IN CHARITY AND SUBSIDIZED CARE, AS WELL AS IN COMMUNITY PROGRAMS AND OUTREACH.SEE WELLSPAN HEALTH - 2023 COMMUNITY BENEFIT REPORT LOCATED AT HTTPS://WWW.WELLSPAN.ORG/ABOUT/WELLSPAN-IN-THE-COMMUNITY/2023-COMMUNITY-BENEFIT-REPORT/. 638736661 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 1096 0 1 3718 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 15 12 0 0 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 PA X DAVID P RIZZUTO 7178513055 3350 WHITEFORD ROAD YORK PA 174029081 PETER BRUBAKER DIRECTOR (RES. 12/22) 1.00 1.00 X 0 0 0 DONALD DREIBELBIS DIRECTOR (RES. 12/22) 1.00 1.00 X 0 0 0 ELAINE BONNEAU DIRECTOR 1.00 1.00 X 0 0 0 RICHARD BROADBENT DIRECTOR 1.00 1.00 X 0 0 0 WILLIAM FUNK DMD DIRECTOR 1.00 1.00 X 0 0 0 MEGAN SHREVE CHAIR (RES. 11/22) 1.00 1.00 X X 0 0 0 RICHARD FARR DIRECTOR 1.00 1.00 X 0 0 0 STEPHEN HOLOVIAK DIRECTOR 1.00 6.00 X 0 0 0 ROXANNA GAPSTUR PHD RN PRESIDENT & CEO 40.00 0.00 X X 2303962 0 87487 PHILIP FAGUE DIRECTOR 1.00 1.00 X 0 0 0 WILLIAM HAPPEL DIRECTOR (RES. 12/22) 1.00 5.00 X 0 0 0 HILDA SHIRK CHAIR 1.00 1.00 X X 0 0 0 LAURA BUCZKOWSKI TREASURER - EXECUTIVE VP & CFO 40.00 0.00 X X 944343 0 74025 JOE CROSSWHITE VICE CHAIR 1.00 1.00 X X 0 0 0 AMY NELSON SECRETARY/SR VP & GENERAL COUNSEL 40.00 0.00 X X 661328 0 88489 FARAAZ YOUSUF EXECUTIVE VP & COO (UNTIL 11/22) 40.00 0.00 X X 987746 0 44958 MANDY ARNOLD DIRECTOR 1.00 1.00 X 0 0 0 KEVIN JACKSON DIRECTOR (RES. 2/23) 1.00 1.00 X 0 0 0 ANDY WILLIFORD DIRECTOR 1.00 1.00 X 0 0 0 LINDA PUGH DIRECTOR 1.00 1.00 X 0 0 0 PAUL MINNICH DIRECTOR 1.00 1.00 X 0 0 0 ANTHONY AQUILINA DO EXEC. VP & CHIEF PHYSICIAN EXECUTIVE 40.00 0.00 X 1032364 0 72732 RICHARD BAKER SR VP & CHIEF DIGITAL INFO. OFFICER 40.00 0.00 X 735614 0 76893 ROBERT BATORY SR VP & CHIEF HR OFFICER 40.00 0.00 X 2133548 0 91141 MICHAEL SEIM SR VP & CHIEF QUALITY OFFICER 40.00 0.00 X 904525 0 71367 MARIA ROYCE SR VP & CHIEF STRATEGY OFFICER 40.00 0.00 X 728353 0 70016 CYNTHIA FRUITRAIL SR VP & CHIEF OF STAFF 40.00 0.00 X 551744 0 66879 MEGAN LECAS SR VP - SERVICE LINES 40.00 0.00 X 543300 0 84830 DAVID VEGA MD SR VP & CHIEF MEDICAL OFFICER - WMG 0.00 40.00 X 597972 0 75278 PHILLIP NICHOLSON JR MD SR VP & CCO POPULATION HEALTH 40.00 0.00 X 629300 0 75526 VICTORIA DIAMOND SR VP - CENTRAL REGION 0.00 40.00 X 0 766712 70547 SHERRI STAHL SR VP - WESTERN REGION 0.00 40.00 X 396991 228261 64958 JANE HYDE SR VP - WESTERN REGION (UNTIL 2/23) 0.00 40.00 X 180940 503681 53636 MOHSEN SHABAHANG VP & CMO - SURGERY 40.00 0.00 X 1000896 0 74191 JAMES HARVEY III VP & CMO - HEART & VASCULAR 40.00 0.00 X 959985 0 73324 NIKHILESH KORGAONKAR VP & CMO - ONCOLOGY 40.00 0.00 X 946045 0 48299 PATRICK O'DONNELL EXEC. VP & PRESIDENT - SUMMIT HEALTH 40.00 0.00 X 857430 0 34100 KEITH NOLL SR VP & CHIEF ADMINISTRATIVE OFFICER 40.00 0.00 X 716629 0 70145 JOHN PORTER JR FORMER CHIEF OPERATING OFFICER 0.00 0.00 X 1197396 0 54885 19010411 1498654 1523706 771 1 1 0 DELOITTE CONSULTING LLP PO BOX 844717 DALLAS TX 75284 CONSULTING 8595224 ACCUITY DELIVERY SYSTEMS LLC PO BOX 7247 PHILADELPHIA PA 19170 DOCUMENTATION SERVICES 3893680 GENPACT(UK) LIMITED 1000 HAWKINS BLVD SUITE A EL PASO TX 79915 PROFESSIONAL SERVICES 3347805 HEALTHTRUST WORKFORCE SOLUTION 6565 N MACARTHUR BLVD STE 325 IRVING TX 75039 STAFFING SERVICES 3108952 ENABLECOMP LLC PO BOX 7988 CAROL STREAM IL 60197 CONSULTING 2738320 113 918633 2496287 1011154 4426074 MANAGEMENT FEES 561700 550203101 549374852 828249 INSURANCE FEES 561000 5977180 5977180 ACCOUNTING FEES 541200 139478 139478 556319759 11391977 2376774 9015203 2383984 73943 940775 675290 1443209 -601347 841862 1474837 -632975 MAINTENANCE SHOP 541900 14866440 14866440 SCP EAP SERVICES 561300 1312180 1312180 WELLNESS FEES 561300 980327 980327 3016930 3016930 20175877 593155549 555491510 4679860 28558105 X 2006345 2006345 16157722 16157722 280901787 279144730 1757057 19449294 18607757 841537 28493590 27665318 828272 20842724 19659555 1183169 963 963 2261504 2261504 296683 296683 86215944 76340991 9874953 15475482 14938302 537180 11143597 10974032 169565 75965090 75926611 38479 9030610 8350577 680033 3752179 3609046 143133 1049326 531416 517910 15823467 15823467 37331788 32098752 5233036 39709511 39709511 REPAIRS & MAINTENANCE 21031487 21002550 28937 DUES & SUBSCRIPTIONS 3106005 2681608 424397 TAXES & LICENSES 1915740 1898321 17419 FEDERAL EXCISE TAX 1386132 1386132 2205123 2205107 16 695552093 638736661 56815432 0 5551 2083 87605011 58589688 10672671 85517517 50000 1135589 647671 706316 51380752 67703056 324503598 177834978 147294190 146668620 4583696 4124987 12702278 21469238 108961154 119989300 231532825 183927693 655435799 689834087 189169810 190211004 7491710 101376 11957466 11598945 680224246 731399117 888843232 933310442 X -235162988 -245159766 1755555 1683411 -233407433 -243476355 655435799 689834087 X -102396544 1707317 90620305 X 0 1 X 1 1 1 X X 12 YORK HOSPITAL 231352222 3 1 289831068 0 GETTYSBURG HOSPITAL 231352220 3 1 64188318 0 VNA HOME HEALTH SERVICES 231352573 10 1 898822 0 WELLSPAN MEDICAL GROUP 232730785 10 1 5261139 0 WELLSPAN SURGERY & REHAB HOSPITAL 232899911 3 1 25257866 0 EPHRATA COMMUNITY HOSPITAL 231370484 3 1 52527256 0 THE GOOD SAMARITAN HOSPITAL OF LEBANON PA 230794160 3 1 51925533 0 PHILHAVEN 231548822 3 1 6155140 0 SUMMIT PHYSICIAN SERVICES 251716306 3 1 0 0 WAYNESBORO HOSPITAL 231360854 3 1 9908052 0 CHAMBERSBURG HOSPITAL 230465970 3 1 40476448 0 CHAMBERSBURG HEALTH SERVICES 251515376 10 1 494702 0 12 546924344 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 PART IV, SECTION D, LINE 3: THE ORGANIZATION'S GOVERNING BODY INCLUDES INDIVIDUALS WHO ALSO SERVE ON THE RESPECTIVE GOVERNING BODIES OF EACH OF THE ORGANIZATION'S SUPPORTED ORGANIZAITONS. THESE INDIVIDUALS PROVIDED EACH OF THE SUPPORTED ORGANIZATIONS WITH A SIGNIFICANT VOICE IN THE ORGANIZATION'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF THE ORGANIZATION'S INCOME OR ASSETS AT ALL TIMES DURING THE TAX YEAR, BECAUSE THESE INDIVIDUALS PARTICIPATED IN DISCUSSIONS AND VOTES OF THE ORGANIZATINO'S GOVERNING BODY TO APPROVE THE ANNUAL STRATEGIC PLAN, THE ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY EXCEPTIONS THERETO, AS WELL AS ALL MATERIAL CAPITAL EXPENDITURES AND PURCHASES OR SALES OF MATERIAL ASSETS, FOR THE ORGANIZSATION AND EACH OF ITS SUPPORTED ORGANIZATIONS. IN ADDITION, THESE INDIVIDUALS PARTICIPATED IN DISCUSSIONS AND VOTES OF THE ORGANIZATION'S GOVERNING BODY TO APPROVE THE ORGANIZATION'S INVESTMENT POLICIES, AS RECOMMENDED BY THE FINANCE AND INVESTMENT COMMITTEE OF THE ORGANIZATION'S GOVERNING BODY ALSO INCLUDES INDIVIDUALS WHO SERVE ON THE RESPECTIVE GOVERNING BODIES AND/OR REPRESENT THE INTERESTS OF EACH OF THE ORGANIZATION'S SUPPORTED ORGANIZATIONS, THUS PROVIDING EACH OF THE SUPPORTED ORGANIZATIONS WITH A SIGNIFICANT VOICE IN THE ORGANIZATION'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF THE ORGANIZATION'S INCOME OR ASSETS. PART IV, SECTION E, LINE 3A: THE BOARD OF THE ORGANIZATION ELECTS THE BOARDS OF ITS SUPPORTED ORGANIZATIONS WITH THE EXCEPTION OF VNA HOME HEALTH SERVICES. THE BOARDS ARE ELECTED BY THEIR SOLE MEMBERS, WELLSPAN HEALTH CARE SERVICES AND WELLSPAN SURGERY & REHABILITATION HOSPITAL, RESPECTIVELY. THE ORGANIZATION IS THE SOLE MEMBER OF BOTH OF THESE ORGANIZATIONS AND, AS SUCH, ELECTS THE BOARDS OF WELLSPAN HEALTH CARE SERVICES AND WELLSPAN SURGERY & REHABILITATION HOSPITAL PART IV, SECTION E, LINE 3B: THE MISSION OF THE ORGANIZATION IS WORKING AS ONE TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES. THE SUPPORTED ORGANIZATIONS ALL PLAY ROLES IN THIS MISSION. THE ORGANIZATION PROVIDES MANAGEMENT SERVICES TO THE SUPPORTED ORGANIZATIONS AND THE CEO AND CFO OF THE ORGANIZATION SERVE ON THE BOARDS OF THE SUPPORTED ORGANIZATIONS. FURTHER, THE BOARDS OF THE SUPPORTED ORGANIZATIONS ARE ELECETED BY THE ORGANIZATION OR BY A SOLE MEMBER WHOSE BOARD HAS BEEN ELECTED BY THE ORGANIZATION. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1755555 1663508 1735652 1683411 1466394 1398675 1109514 1755555 1613190 694475 103 841374 1466394 487662 1756308 452 631232 1613190 456272 1015660 195 984465 487662 0.00000 0.00000 1.00000 1 1 1 7755772 7755772 90427624 6921504 83506120 6835956 4309653 2526303 212212999 166603821 45609178 7271247 7271247 146668620 INTERCOMPANY RECEIVABLE 183927693 183927693 LIABILITY SELF INSURANCE RESERVE 96441544 INTERCOMPANY PAYABLE 592252379 POST RETIREMENT BENEFIT OBLIGATIONS 30387997 LEASE PAYABLE 12317197 731399117 X 1095879810 1707317 87172828 88880145 1006999665 -413844116 -413844116 593155549 1105948732 413844116 413844116 692104616 3447477 3447477 695552093 PART V, LINE 4: THE FUNDS WERE USED TO IMPROVE THE HEALTH AND WELFARE OF THE RESIDENTS OF YORK, ADAMS, LANCASTER, LEBANON AND SURROUNDING COUNTIES OF PENNSYLVANIA. PART X, LINE 2: THE COMPANY AND MOST OF ITS SUBSIDIARIES (INCLUDING CERTAIN JOINT VENTURE ENTITIES) ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THEIR RELATED INCOME IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(A). SOME OF THE SUBSIDIARIES ARE TAXABLE ENTITIES, AND SOME OF THE INCOME OF THE TAX-EXEMPT ENTITIES IS SUBJECT TO TAXATION AS UNRELATED BUSINESS TAXABLE INCOME. THE COMPANY AND ITS SUBSIDIARIES FILE U.S. FEDERAL INCOME TAX RETURNS, AND THEY ALSO FILE IN VARIOUS STATE AND FOREIGN JURISDICTIONS. THE COMPANY ACCOUNTS FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES. THE COMPANY ACCOUNTS FOR UNCERTAINTY IN INCOME TAX POSITIONS BY APPLYING A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE COMPANY HAS DETERMINED THAT NO SIGNIFICANT UNRECOGNIZED TAX BENEFITS OR LIABILITIES EXIST AS OF JUNE 30, 2023 AND 2022. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, ASC TOPIC 740-10 PRESCRIBES A COMPREHENSIVE MODEL FOR HOW AN ORGANIZATION SHOULD MEASURE, RECOGNIZE, PRESENT AND DISCLOSE IN ITS FINANCIAL STATEMENTS UNCERTAIN TAX POSITIONS THAT AN ORGANIZATION HAS TAKEN OR EXPECTS TO TAKE ON A TAX RETURN. THE COMPANY IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS. THERE ARE NO CURRENT AUDITS IN PROGRESS. AS OF JUNE 30, 2023, THE COMPANY HAS NO UNCERTAIN TAX POSITIONS. A SUBSIDIARY OF THE COMPANY IS CLASSIFIED AS A RECIPROCAL RISK RETENTION GROUP (RRRG) FORMED UNDER THE FEDERAL LIABILITY RISK RETENTION ACT OF 1986. RRRG QUALIFIES AS AN INSURANCE COMPANY FOR FEDERAL INCOME TAX PURPOSES. RRRG IS DOMICILED IN VERMONT (VT) AND OPERATES WITHIN THE STATES OF PENNSYLVANIA (PA) AND MARYLAND (MD). VT, PA, AND MD DO NOT IMPOSE A CORPORATE INCOME TAX ON INSURANCE COMPANIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: GRANTS -2,006,345. FEDERAL INCOME AND EXCISE TAX -1,441,132. CHANGE IN FV DERIVATIVE -76,941. CHANGE IN PENSION PLAN 24,871,743. UNREALIZED LOSS ON JOINT VENTURE PURCHASE -674,497. TRANSFER TO THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA -80,000,000. TRANSFER TO PHILHAVEN -22,000,000. TRANSFER TO WELLSPAN POPULATION HEALTH -6,500,000. TRANSFER FROM GETTYSBURG HOSPITAL 18,000,000. TRANSFER FROM YORK HOSPITAL 80,000,000. TRANSFER FROM WELLSPAN SURGERY & REHABILITATION HOSPITAL 6,000,000. TRANSFER FROM WAYNESBORO HOSPITAL 5,000,000. TRANSFER FROM CHAMBERSBURG HOSPITAL 24,000,000. TRANSFER FROM CHAMBERSBURG HEALTH SERVICES 42,000,000. PART XI, LINE 4B - OTHER ADJUSTMENTS: WELLSPAN SYSTEM ALLOCATION - INSURANCE -413,844,116. PART XII, LINE 2D - OTHER ADJUSTMENTS: WELLSPAN SYSTEM ALLOCATION - INSURANCE 413,844,116. PART XII, LINE 4B - OTHER ADJUSTMENTS: GRANTS 2,006,345. FEDERAL INCOME AND EXCISE TAX 1,441,132. 1 18 SOUTH YOUTH CENTER 17 N MAIN ST RED LION PA 17356 836068202 501(C)(3) 10000 0 GENERAL SUPPORT ADVANTAGE PROGRAM 201 ST CHARLES WAY 371 YORK PA 17402 853101194 501(C)(3) 20000 0 GENERAL SUPPORT AEVIDUM PO BOX 64 LITITZ PA 17543 273668412 501(C)(3) 30000 0 GENERAL SUPPORT BETTER YORK INC 2 EAST MARKET ST YORK PA 17401 232101795 501(C)(3) 30000 0 GENERAL SUPPORT COMMUNITY HEALTH COUNCIL OF LEBANON COUNTY 615 CUMBERLAND ST LEBANON PA 17042 251840951 501(C)(3) 93500 0 GENERAL SUPPORT FAMILY FIRST HEALTH 116 S GEORGE ST YORK PA 17401 237118262 501(C)(3) 50000 0 GENERAL SUPPORT FRIENDS & NEIGHBORS OF PENNSYLVANIA INC 2723 CARLTON PLACE YORK PA 17408 262526908 501(C)(3) 25000 0 GENERAL SUPPORT GETTYSBURG AREA RECREATION AUTHORITY 545 LONG LN SUITE 1 GETTYSBURG PA 17325 463440246 LOCAL GOVERNMENT 15000 0 GENERAL SUPPORT GOOD SAMARITAN SERVICES 616 N LIME ST LANCASTER PA 17602 233011817 501(C)(3) 55000 0 GENERAL SUPPORT JUNTOS DE LEBANON 922 CUMBERLAND ST 2ND FL LEBANON PA 17042 813273256 501(C)(3) 7000 0 GENERAL SUPPORT KATALLASSO INC 38 S BELVIDERE ST YORK PA 17401 453170905 501(C)(3) 10000 0 GENERAL SUPPORT LEBANON COUNTY CHRISTIAN MINISTRIES 250 SOUTH 7TH ST LEBANON PA 17042 232262968 501(C)(3) 72826 0 GENERAL SUPPORT LIFEPATH CHRISTIAN MINISTRIES PO BOX 1968 YORK PA 17405 236444734 501(C)(3) 30240 0 GENERAL SUPPORT MOVEMENT YORK 678 E MARKET ST YORK PA 17403 844488642 501(C)(3) 10000 0 GENERAL SUPPORT PENN STATE UNIVERSITY 201 OLD MAIN UNIVERSITY PARK PA 16802 246000376 501(C)(3) 51000 0 GENERAL SUPPORT PENN-MAR ORGANIZATION INC 310 OLD FREELAND RD FREELAND MD 21053 521207942 501(C)(3) 10100 0 GENERAL SUPPORT SERVANTS INC 100 REDCO AVE RED LION PA 17356 233042387 501(C)(3) 25000 0 GENERAL SUPPORT SEXUAL ASSAULT RESOURCE & COUNSELING CENTER OF LEBANON COUNTY 615 CUMBERLAND ST LEBANON PA 17042 232335091 501(C)(3) 50000 0 GENERAL SUPPORT SPIRIT LUTHERAN HOME CARE 2700 LUTHER DRIVE CHAMBERSBURG PA 17202 251689293 501(C)(3) 1200000 0 GENERAL SUPPORT UNION COMMUNITY CARE 812 N PRINCE ST LANCASTER PA 17603 231909490 501(C)(3) 25000 0 GENERAL SUPPORT WINDY HILL SENIOR CENTER INC 1472 ROTHS CHURCH RD STE 103 SPRING GROVE PA 17362 232342745 501(C)(3) 10000 0 GENERAL SUPPORT YORK COUNTY FOOD BANK 254 WEST PRINCESS ST YORK PA 17401 232452484 501(C)(3) 75000 0 GENERAL SUPPORT 22 0 PART I, LINE 2: ALL WELLSPAN ENTITIES FOLLOW WELLSPAN POLICIES AND PROCEDURES REGARDING GRANT PROJECTS (MAP 107) TO ENSURE THAT THE USE OF GRANT FUNDS ARE CONSISTENT WITH WELLSPAN'S MISSION OF WORKING AS ONE TO IMPROVE HEALTH THROUGH EXCEPTIONAL CARE FOR ALL, LIFELONG WELLNESS AND HEALTHY COMMUNITIES. COMMUNITY SUPPORT IS PROVIDED IN THE FORM OF GRANTS, WHICH SERVE HEALTH-RELATED PURPOSES AND ARE IN ALIGNMENT WITH THE WELLSPAN MISSION. ALL GRANTS ARE MADE TO ELIGIBLE 501(C)(3) ORGANIZATIONS AND INCLUDE CHURCHES, PUBLIC SCHOOLS, PUBLIC CHARITIES, PUBLIC CLINICS AND HOSPITALS, LEGAL AID SOCIETIES, VOLUNTEER SERVICES ORGANIZATIONS, AND SOME GOVERNMENTAL AGENCIES. WE MAINTAIN ADEQUATE RECORDS TO SUBSTANTIATE AMOUNTS, ELIGIBILITY, AND SELECTION CRITERIA USED FOR ALL GRANTS. X 1 1 X X X X 1 1 0 0 0 0 0 0 0 ROXANNA GAPSTUR PHD RN PRESIDENT & CEO 1523876 0 780000 0 86 0 13477 0 74010 0 2391449 0 0 0 ROBERT BATORY SR VP & CHIEF HR OFFICER 464708 0 167240 0 1501600 0 19942 0 71199 0 2224689 0 1492080 0 JOHN PORTER JR FORMER CHIEF OPERATING OFFICER 520969 0 294150 0 382277 0 11027 0 43858 0 1252281 0 252896 0 ANTHONY AQUILINA DO EXEC. VP & CHIEF PHYSICIAN EXECUTIVE 756056 0 276298 0 10 0 16892 0 55840 0 1105096 0 0 0 MOHSEN SHABAHANG VP & CMO - SURGERY 828213 0 172673 0 10 0 16892 0 57299 0 1075087 0 0 0 JAMES HARVEY III VP & CMO - HEART & VASCULAR 759193 0 200757 0 35 0 16618 0 56706 0 1033309 0 0 0 FARAAZ YOUSUF EXECUTIVE VP & COO (UNTIL 11/22) 563091 0 401869 0 22786 0 3087 0 41871 0 1032704 0 0 0 LAURA BUCZKOWSKI TREASURER - EXECUTIVE VP & CFO 694583 0 249750 0 10 0 16892 0 57133 0 1018368 0 0 0 NIKHILESH KORGAONKAR VP & CMO - ONCOLOGY 727537 0 218498 0 10 0 16111 0 32188 0 994344 0 0 0 MICHAEL SEIM SR VP & CHIEF QUALITY OFFICER 660561 0 243904 0 60 0 15485 0 55882 0 975892 0 0 0 PATRICK O'DONNELL EXEC. VP & PRESIDENT - SUMMIT HEALTH 173297 0 0 0 684133 0 0 0 34100 0 891530 0 0 0 VICTORIA DIAMOND SR VP - CENTRAL REGION 0 540466 0 196267 0 29979 0 16189 0 54358 0 837259 0 29834 RICHARD BAKER SR VP & CHIEF DIGITAL INFO. OFFICER 528869 0 196100 0 10645 0 20912 0 55981 0 812507 0 0 0 MARIA ROYCE SR VP & CHIEF STRATEGY OFFICER 531292 0 196840 0 221 0 16892 0 53124 0 798369 0 0 0 KEITH NOLL SR VP & CHIEF ADMINISTRATIVE OFFICER 516511 0 189892 0 10226 0 35192 0 34953 0 786774 0 0 0 AMY NELSON SECRETARY/SR VP & GENERAL COUNSEL 477341 0 173900 0 10087 0 38242 0 50247 0 749817 0 0 0 JANE HYDE SR VP - WESTERN REGION (UNTIL 2/23) 180880 221897 0 200443 60 81341 8377 8377 18441 18441 207758 530499 0 81266 PHILLIP NICHOLSON JR MD SR VP & CCO POPULATION HEALTH 430835 0 157825 0 40640 0 22992 0 52534 0 704826 0 31592 0 SHERRI STAHL SR VP - WESTERN REGION 228290 228201 168451 0 250 60 10088 10088 22391 22391 429470 260740 0 0 DAVID VEGA MD SR VP & CHIEF MEDICAL OFFICER - WMG 433511 0 164451 0 10 0 22992 0 52286 0 673250 0 0 0 MEGAN LECAS SR VP - SERVICE LINES 363987 0 138848 0 40465 0 36835 0 47995 0 628130 0 33264 0 CYNTHIA FRUITRAIL SR VP & CHIEF OF STAFF 395647 0 148000 0 8097 0 16423 0 50456 0 618623 0 0 0 PART I, LINE 1A MML INVESTOR SERVICES PROVIDED ADVISORY FINANCIAL PLANS FOR TWO EXECUTIVES. THIS WAS A TAXABLE FRINGE BENEFIT FOR EACH. EACH PARTICIPANT WAS PROVIDED WITH A TAXABLE BONUS TO COVER THE TAXES. PART I, LINE 4A: PATRICK O'DONNELL, EXECUTIVE VP & PRESIDENT - SUMMIT HEALTH RECEIVED A SEVERANCE PAYMENT OF $684,133 DURING CALENDAR YEAR 2022. PART I, LINE 4B: THE WELLSPAN HEALTH SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WAS ADOPTED AND MADE EFFECTIVE ON DECEMBER 19TH, 2008. THE OBJECTIVE OF THE EXECUTIVE BENEFITS PROGRAM IS TO PROVIDE AN EXECUTIVE BENEFITS PROGRAM THAT IS COMPETITIVE WITH NATIONAL NORMS IN THE HEALTHCARE INDUSTRY FOR SIMILARLY SIZED ORGANIZATIONS ENABLING WELLSPAN HEALTH TO RECRUIT AND RETAIN TOP EXECUTIVE TALENT. TIER I EXECUTIVES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1) PROVIDE AN EMPLOYER SPONSORED RETIREMENT BENEFIT THAT REPLACES 60% OF AVERAGE PRE-RETIREMENT (5 YEARS) BASE COMPENSATION THROUGH A COMBINED APPROACH UTILIZING WELLSPAN'S RETIREMENT PLAN, 50% OF SOCIAL SECURITY, SPLIT-DOLLAR LIFE INSURANCE BENEFIT, AND SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT. 2) PROVIDES A MINIMUM BENEFIT AFTER 10 YEARS OF SERVICE. 3) PROVIDES THE FULL TARGETED BENEFIT AFTER 25 YEARS OF SERVICE. 4) BENEFIT IS VESTED WHEN ELIGIBLE EXECUTIVE REACHES AGE 65. THE BENEFIT IS ALSO VESTED UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5) CREDITED SERVICE GRANTED ON A 1:2 BASIS FOR PREVIOUS SERVICE IN AN ELIGIBLE TIER II POSITION. 6) TARGETED BENEFIT IS TO BE CALCULATED USING A 15 YEAR CERTAIN PAYOUT. 7) PAYOUT WILL BE IN A LUMP SUM. 8) PAYOUT WILL BE TAXABLE WHEN VESTED. DURING THE CALENDAR YEAR 2022, THE FOLLOWING INDIVIDUALS RECEIVED A SERP DISTRIBUTION OF: ROBERT BATORY - $1,492,080 JOHN PORTER, JR. - $252,896 JANE HYDE - $81,266 THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN WAS ADOPTED AND MADE EFFECTIVE AS OF JULY 1, 2017. THIS PLAN WILL REPLACE THE SERP. AS PART OF THE TRANSITION, EACH PARTICIPANT IN THE SERP WAS GIVEN A ONE-TIME CHOICE TO BE GRANDFATHERED IN THE SERP OR TRANSFER TO THE NEW WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN. THE OBJECTIVE OF THE WELLSPAN HEALTH DEFINED CONTRIBUTION DEFERRED COMPENSATION PLAN IS TO ATTRACT AND RETAIN EXECUTIVE AND UPPER-LEVEL MANAGEMENT EMPLOYEES OF OUTSTANDING ABILITY. TIERS I, II, III AND A SELECT GROUP OF TIER IV EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. A DESCRIPTION OF THE TARGETED BENEFIT OF THE PLAN IS AS FOLLOWS: 1)PROVIDE AN UNFUNDED DEFERRED COMPENSATION BENEFIT TO A SELECT GROUP OF MANAGEMENT AND HIGHLY COMPENSATED EMPLOYEES. 2)PLAN ACCOUNT CONTRIBUTIONS ARE CREDITED EACH YEAR TO A SUBACCOUNT, BASED UPON VARIOUS TIER LEVELS; TIER I, 22%, TIER II, 17%, TIER III, 12%, AND TIER IV, 8%. 3)PARTICIPANT ACCOUNTS ARE CREDITED INTEREST EACH YEAR BY APPLICATION OF THE 30-YEAR U.S. TREASURY RATE ON JUNE 30 OF THE PLAN YEAR THEN ENDING, PLUS ONE PERCENT (1%). 4)PARTICIPANT VESTING OCCURS ON THE EARLIER OF: A)JUNE 30TH OF THE FOURTH PLAN YEAR: 25% PER YEAR B)PARTICIPANT REACHES AGE 65. C)UPON DEATH, DISABILITY, JOB ELIMINATION AND "TERMINATION FOR GOOD REASON". 5)NON-ELECTIVE EMPLOYER CONTRIBUTIONS ARE ALSO PERMITTED. 6)PLAN DISTRIBUTIONS TO BE ADMINISTERED PER THE PLAN DOCUMENT. DURING THE CALENDAR YEAR 2022, THE FOLLOWING INDIVIDUALS RECEIVED DISTRIBUTIONS FROM THE DEFERRED COMPENSATION PLAN: VICTORIA DIAMOND - $29,834 MEGAN LECAS - $33,264 PHILLIP NICHOLSON, JR, MD - $31,592 ADDITIONALLY, ANY VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE, ARE REFLECTED IN SCHEDULE J, PART II, COLUMN B(III). A GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 2018-03-13 1618293 REFUND 2008A BONDS 0 0 0 B GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 2018-09-04 1360077 REFUND 2008A BONDS 0 0 0 C GENERAL AUTHORITY OF SOUTHCENTRAL PENNSYLVANIA 232982233 84129NMG1 2019-04-13 9868816 REFUND BONDS ISSUED 11/12/2008 0 0 0 A 1085250 1618293 4805 1613488 2018 0 1 1 1 B 127600 1360077 3945 1356132 2018 0 1 1 1 C 9868816 45936 9822880 2019 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 1 0 1 0 0 0 1 B 0 0 1 0 1 0 0 0 1 C 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 SCHEDULE K, PART I, COLUMN (E) - ISSUE PRICE WELLSPAN HEALTH, THE PARENT ORGANIZATION, ALLOCATED PORTIONS OF THE PROCEEDS OF THIS TAX-EXEMPT BOND ISSUE TO MEMBERS OF THE OBLIGATED GROUP. THE AMOUNT ON SCHEDULE K, PART I, COLUMN (E) AND PART II, LINE 3 REPRESENTS THE ENTITY'S ALLOCATED PORTION OF THE TOTAL BOND PROCEEDS, AS SHOWN ON FORM 8038, PART III, LINE 21(B). ALL ITEMS IN PART II HAVE ALSO BEEN ALLOCATED. SCHEDULE K, PART III, LINE 4 & 5 - PRIVATE BUSINESS USE THE ENTITY, IN CONJUNCTION WITH BOND COUNSEL, MONITORS ACTIVITIES THAT MAY RESULT IN PRIVATE BUSINESS USE. THERE WERE NONE FOUND. FORM 990, PART VI, SECTION A, LINE 7A THE PRIMARY PURPOSE OF THE GOVERNANCE COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO DEVELOP AND SUPPORT THE CULTURE OF HIGH-FUNCTIONING GOVERNANCE WITHIN THE WELLSPAN SYSTEM, INCLUDING THROUGH POLICIES, NOMINATIONS, COMPETENCIES OF DIRECTORS, EDUCATION, AND SELF-EVALUATIONS. THE GOVERNANCE COMMITTEE SHALL CONSIST OF NOT LESS THAN FIVE (5) NOR MORE THAN SEVEN (7) MEMBERS. NEITHER THE CHAIR OF THE WELLSPAN HEALTH BOARD OF DIRECTORS NOR PERSONS WHO ARE NOT MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, MAY BE APPOINTED TO THE COMMITTEE. EACH GOVERNANCE COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A GOVERNANCE COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE GOVERNANCE COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE GOVERNANCE COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. OVERSEE THE PROCESS OF SELECTING AND NOMINATING DIRECTORS AND OFFICERS FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING ENSURING THAT DIRECTOR NOMINEES MEET THE QUALIFICATIONS REQUIRED BY THE RELEVANT BOARD COMPOSITION AND COMPETENCY GRID AND CHARACTERISTICS, BYLAWS, AND BOARD-APPROVED POLICIES AND GUIDELINES, AS APPLICABLE, AND ESTABLISH OTHER CRITERIA THAT ARE DESIRABLE FOR DIRECTORS; 2. IDENTIFY, EVALUATE AND SCREEN DIRECTOR CANDIDATES FOR EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM (INCLUDING INCUMBENT DIRECTORS FOR POTENTIAL RE-NOMINATION), AND NOMINATE QUALIFIED INDIVIDUALS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS FOR: (A) APPOINTMENT OR REAPPOINTMENT TO REGULAR TERMS, OR (B) APPOINTMENT TO FILL THE REMAINING TERM OF ANY GOVERNING BOARD VACANCIES; 3. REVIEW ANNUALLY THE SIZE, COMPOSITION AND LEADERSHIP OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS AS A WHOLE, ITS COMMITTEES, AND ANY ADVISORY BODIES, MAKE A DETERMINATION OF WHETHER THE BOARD, ITS COMMITTEES AND ANY ADVISORY BODIES REFLECT THE APPROPRIATE BALANCE OF INDEPENDENCE, SOUND JUDGMENT, BUSINESS SPECIALIZATION, TECHNICAL SKILLS, DIVERSITY, FUNDRAISING AND DEVELOPMENT ABILITY, GEOGRAPHIC AND DEMOGRAPHIC REPRESENTATION, AND OTHER DESIRED QUALITIES, AND RECOMMEND ANY APPROPRIATE CHANGES TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 4. COORDINATE AND OVERSEE A PERIODIC SELF-EVALUATION OF THE ROLE AND PERFORMANCE OF EACH OF THE GOVERNING BOARDS WITHIN THE WELLSPAN SYSTEM, INCLUDING THE WELLSPAN HEALTH BOARD OF DIRECTORS, ITS COMMITTEES, AND ANY ADVISORY BODIES, AND EACH OF THEIR DIRECTORS AND OFFICERS; 5. DEVELOP AND RECOMMEND FOR APPROVAL BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, REVIEW THE EFFECTIVENESS OF, AND RECOMMEND MODIFICATIONS AS APPROPRIATE TO, THE ORGANIZATION'S COMMITTEE STRUCTURE AND ORGANIZATIONAL DOCUMENTS, INCLUDING THE ARTICLES OF INCORPORATION, BYLAWS, BOARD-APPROVED POLICIES AND GUIDELINES, AND COMMITTEE CHARTERS; 6. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE THE RESPONSIBILITY FOR BOARD EDUCATION AND BOARD RETREAT PLANNING. IN ADDITION, THE GOVERNANCE COMMITTEE SHALL COORDINATE WITH MANAGEMENT TO DEVELOP AND IMPLEMENT AN EFFECTIVE ORIENTATION PROGRAM FOR NEW DIRECTORS, INCLUDING ASSIGNMENT OF EXPERIENCED DIRECTORS AS APPROPRIATE MENTORS OF NEW DIRECTORS. 7. REVIEW EMERGING CORPORATE GOVERNANCE ISSUES AND BEST GOVERNANCE PRACTICES AND MAKE APPROPRIATE RECOMMENDATIONS TO THE WELLSPAN HEALTH BOARD OF DIRECTORS; 8. CONDUCT A PERIODIC SELF-EVALUATION OF THE PERFORMANCE OF THE COMMITTEE, INCLUDING ITS EFFECTIVENESS AND COMPLIANCE WITH THIS CHARTER, AND RECOMMEND TO THE WELLSPAN HEALTH BOARD OF DIRECTORS MODIFICATIONS AS APPROPRIATE; 9. THE GOVERNANCE COMMITTEE SHALL MAINTAIN MINUTES OF GOVERNANCE COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE GOVERNANCE COMMITTEE, ANY RECOMMENDATIONS OF THE GOVERNANCE COMMITTEE, AND ANY OTHER MATTERS THE GOVERNANCE COMMITTEE DEEMS APPROPRIATE OR THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 10. THE GOVERNANCE COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE GOVERNANCE COMMITTEE FROM TIME TO TIME. THE GOVERNANCE COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE. THE GOVERNANCE COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE GOVERNANCE COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE GOVERNANCE COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY TO TAKE FINAL AND BINDING ACTIONS ON BEHALF OF WELLSPAN HEALTH, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE GOVERNANCE COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT PROVIDED AN ELECTRONIC COPY OF THE FORM 990 TO EACH VOTING MEMBER OF THE ORGANIZATION'S GOVERNING BODY, PRIOR TO ITS FILING WITH THE IRS. THE ORGANIZATION'S FINANCE MANAGEMENT TEAM PROVIDED A PRESENTATION TO THE AUDIT COMMITTEE ON THE ORGANIZATION'S 990 RETURN. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS, DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE A WELLSPAN HEALTH "CONFLICT OF INTEREST DISCLOSURE STATEMENT" QUESTIONNAIRE ANNUALLY. THE INTERNAL AUDIT DEPARTMENT OF WELLSPAN HEALTH ADMINISTERS THE QUESTIONNAIRES. THERE SHALL BE FULL DISCLOSURE BY A DIRECTOR HAVING A BUSINESS OR PERSONAL INTEREST OR RELATIONSHIP WHICH MAY BE IN CONFLICT WITH THE INTERESTS OF THE CORPORATION. AFTER SUCH DISCLOSURE, THE DIRECTOR SHALL ABIDE BY THE DETERMINATION OF THE BOARD OF DIRECTORS AS TO WHETHER A CONFLICT EXISTS, THE EXTENT TO WHICH, IF AT ALL, THE DIRECTOR WILL BE PERMITTED TO BE PRESENT DURING THE BOARD OF DIRECTORS' DISCUSSION OF THE MATTER IN WHICH THE DIRECTOR MAY BE INTERESTED, AND WHETHER THE DIRECTOR WILL BE PERMITTED TO PARTICIPATE IN SUCH DISCUSSION AND CAST A VOTE IN SUCH MATTER. ADDITIONALLY, ALL BOARD MEMBERS, EMPLOYEES, STUDENTS, AND VOLUNTEERS OF WELLSPAN HEALTH AND ITS RELATED ORGANIZATIONS MUST COMPLETE A "CODE OF CONDUCT" FORM TO ACKNOWLEDGE THAT HE OR SHE UNDERSTANDS THAT WE ALL HAVE AN OBLIGATION TO ACT IN WAYS THAT WILL MERIT THE TRUST, CONFIDENCE, AND RESPECT OF THE COMMUNITY WE SERVE, OTHER HEALTH CARE PROVIDERS, AND ALL OF THOSE WITH WHOM WE INTERACT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE OF WELLSPAN HEALTH IS RESPONSIBLE FOR REWARDING AND REINFORCING KEY EXECUTIVES FOR THE ACHIEVEMENT OF ANNUAL AND LONG-TERM PERFORMANCE OBJECTIVES. THE PRIMARY PURPOSE OF WELLSPAN HEALTH COMPENSATION COMMITTEE, AS ASSIGNED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, IS TO REVIEW COMPENSATION PACKAGES OFFERED AND/OR PAID TO SENIOR SYSTEM EXECUTIVES AND PRACTICING PHYSICIANS EMPLOYED WITHIN THE SYSTEM. THE COMPENSATION COMMITTEE SHALL MONITOR AND EVALUATE THE PERFORMANCE OF THE PRESIDENT AND CEO OF WELLSPAN HEALTH AND SHALL, AT LEAST ANNUALLY, COORDINATE THE IN-PERSON PERFORMANCE REVIEW OF THE PRESIDENT AND CEO BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE SHALL CONSIST OF 5-10 MEMBERS OF THE WELLSPAN HEALTH BOARD OF DIRECTORS, INCLUDING THE CHAIR AND THE VICE CHAIR. EACH COMPENSATION COMMITTEE MEMBER SHALL BE NOMINATED BY THE GOVERNANCE COMMITTEE, AND APPOINTED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS, FOR A TERM OF ONE (1) YEAR. REAPPOINTMENT OF A COMPENSATION COMMITTEE MEMBER FOR MORE THAN ONE (1) TERM IS NOT AUTOMATIC OR PRESUMED AND SHALL BE BASED ON AN INDIVIDUAL PERFORMANCE EVALUATION OF THE COMPENSATION COMMITTEE MEMBER (AS PERFORMED OR OVERSEEN BY THE GOVERNANCE COMMITTEE). THE COMPENSATION COMMITTEE SHALL BE RESPONSIBLE TO, AND SUBJECT TO THE DIRECTION AND CONTROL OF, THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE WELLSPAN HEALTH BOARD OF DIRECTORS SHALL BE SOLELY RESPONSIBLE FOR DELINEATING THE RESPONSIBILITIES OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE SHALL PERFORM ONLY SUCH FUNCTIONS AND DUTIES AS SHALL FROM TIME TO TIME BE SPECIFICALLY DELEGATED TO THE COMPENSATION COMMITTEE BY THE WELLSPAN HEALTH BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE DOES NOT HAVE DELEGATED AUTHORITY, AND THEREFORE ANY ACTIONS AND RECOMMENDATIONS OF THE COMMITTEE MUST BE APPROVED BY THE WELLSPAN HEALTH BOARD OF DIRECTORS BEFORE THEY ARE FINAL AND BINDING. IN DISCHARGING ITS ROLE, THE COMPENSATION COMMITTEE IS EMPOWERED TO INQUIRE INTO ANY MATTER IT CONSIDERS APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES, WITH ACCESS TO ALL BOOKS, RECORDS, FACILITIES, AND PERSONNEL OF THE WELLSPAN SYSTEM. THE FOLLOWING RESPONSIBILITIES ARE SET FORTH AS A GUIDE FOR FULFILLING THE COMPENSATION COMMITTEE'S PURPOSES IN SUCH MANNER AS THE COMMITTEE DETERMINES IS APPROPRIATE: 1. SET, PERIODICALLY REVIEW AND ENSURE COMPLIANCE WITH THE EXECUTIVE COMPENSATION PHILOSOPHY FOR WELLSPAN, IN AN EFFORT TO ATTRACT AND RETAIN HIGH QUALITY EXECUTIVES, WHILE CONSIDERING COMPENSATION OFFERED TO THOSE IN COMPARABLE POSITIONS IN SIMILAR EMPLOYMENT MARKETS AS WELL AS THE SYSTEM'S NEEDS AND FINANCIAL RESOURCES. 2. RECOMMEND APPROVAL OF EXECUTIVE COMPENSATION PROGRAM ELEMENTS (INCENTIVES, SUPPLEMENTAL BENEFITS, ETC.). 3. IN CONJUNCTION WITH THE WELLSPAN HEALTH BOARD OF DIRECTORS, EVALUATE PERFORMANCE AND ESTABLISH COMPENSATION FOR THE PRESIDENT & CEO OF WELLSPAN HEALTH. 4. EVALUATE EXECUTIVE TEAM PERFORMANCE AND ESTABLISH AWARDS. 5. RECOMMEND APPROVAL OF SENIOR EXECUTIVE BASE SALARY RANGES. 6. ALIGN EXECUTIVE COMPENSATION WITH EXECUTIVE TALENT MANAGEMENT AND SUCCESSION. 7. OVERSEE EMPLOYED PHYSICIAN COMPENSATION PROGRAM. 8. THE COMPENSATION COMMITTEE SHALL MAINTAIN MINUTES OF COMPENSATION COMMITTEE MEETINGS AND RECORDS OF ITS ACTIVITIES, AND SHALL REPORT PROMPTLY TO THE WELLSPAN HEALTH BOARD OF DIRECTORS ANY ACTION TAKEN BY THE COMPENSATION COMMITTEE, ANY RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, AND ANY OTHER MATTERS THE COMPENSATION COMMITTEE DEEMS APPROPRIATE TO THE WELLSPAN HEALTH BOARD OF DIRECTORS REQUESTS. 9. THE COMPENSATION COMMITTEE SHALL UNDERTAKE SUCH OTHER RESPONSIBILITIES AS THE WELLSPAN HEALTH BOARD OF DIRECTORS MAY DELEGATE OR ASSIGN TO THE COMPENSATION COMMITTEE FROM TIME TO TIME. THE COMPENSATION COMMITTEE ALSO UTILIZES THE SERVICES OF SULLIVANCOTTER, AN INDEPENDENT, THIRD-PARTY HEALTH CARE COMPENSATION CONSULTANT, TO ALIGN AND STRUCTURE WORKFORCE COMPENSATION AND BENEFIT STRATEGIES THAT SUPPORT ENTERPRISE-WIDE TRANSFORMATION AND BUSINESS PERFORMANCE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, POLICIES, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER FEES: PROGRAM SERVICE EXPENSES 5,377. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,377. OUTSIDE SERVICES: PROGRAM SERVICE EXPENSES 62,744,890. MANAGEMENT AND GENERAL EXPENSES 2,451,840. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 65,196,730. PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 3,246,146. MANAGEMENT AND GENERAL EXPENSES 7,423,113. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,669,259. TEMPORARY HELP: PROGRAM SERVICE EXPENSES 5,537,470. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,537,470. TRANSPORT SERVICES: PROGRAM SERVICE EXPENSES 4,807,108. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,807,108. FORM 990, PART XI, LINE 9: CHANGE IN FV DERIVATIVE -76,941. GAIN ON PENSION PLAN 24,871,743. TRANSFER TO THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA -80,000,000. TRANSFER TO PHILHAVEN -22,000,000. TRANSFER TO WELLSPAN POPULATION HEALTH -6,500,000. TRANSFER FROM GETTYSBURG HOSPITAL 18,000,000. TRANSFER FROM YORK HOSPITAL 80,000,000. TRANSFER FROM WAYNESBORO HOSPITAL 5,000,000. TRANSFER FROM CHAMBERSBURG HOSPITAL 24,000,000. TRANSFER FROM CHAMBERSBURG HEALTH SERVICES 42,000,000. TRANSFER FROM WELLSPAN SURGERY & REHABILITATION HOSPITAL 6,000,000. UNREALIZED LOSS ON JOINT VENTURE PURCHASE -674,497. BENJAMIN AND BOND VENTURES LLC PO BOX 2767 YORK PA 174052767 474121117 HEALTHCARE CONSULTING PA 49400 0 WELLSPAN HEALTH APPLE HILL SURGICAL CENTER INC PO BOX 2767 YORK PA 174052767 222842253 SOLE GP IN LP. OPERATING SURGICAL CENTER PA 501(C)(3) LINE 10 WELLSPAN HEALTH CARE SERVICES 0 CHAMBERSBURG HEALTH SERVICES PO BOX 2767 YORK PA 174052767 251515376 HEALTH CARE SERVICES PA 501(C)(3) LINE 12A, I WELLSPAN SUMMIT HEALTH 0 CHAMBERSBURG HOSPITAL PO BOX 2767 YORK PA 174052767 230465970 HEALTH CARE SERVICES PA 501(C)(3) LINE 3 WELLSPAN SUMMIT HEALTH 0 CHAMBERSBURG HOSPITAL WORKER'S COMPENSATION TRUST PO BOX 2767 YORK PA 174052767 256450683 WORKERS COMPENSATION TRUST PA 501(C)(4) CHAMBERSBURG HOSPITAL 0 EPHRATA COMMUNITY HEALTH FOUNDATION PO BOX 2767 YORK PA 174052767 800940005 FUNDRAISING FOR EPHRATA HOSPITAL PA 501(C)(3) LINE 12A, I EPHRATA COMMUNITY HOSPITAL 0 EPHRATA COMMUNITY HOSPITAL PO BOX 2767 YORK PA 174052767 231370484 HEALTH CARE SERVICES PA 501(C)(3) LINE 3 WELLSPAN HEALTH 1 GETTYSBURG HOSPITAL PO BOX 2767 YORK PA 174052767 231352220 HEALTH CARE SERVICES PA 501(C)(3) LINE 3 WELLSPAN HEALTH 1 GETTYSBURG HOSPITAL FOUNDATION PO BOX 2767 YORK PA 174052767 232251358 FUNDRAISING FOR GETTYSBURG HOSPITAL PA 501(C)(3) LINE 12A, I GETTYSBURG HOSPITAL 0 GOOD SAMARITAN HEALTH SERVICES FOUNDATION OF LEBANON PA PO BOX 2767 YORK PA 174052767 232356151 FUNDRAISING FOR GOOD SAMARITAN PA 501(C)(3) LINE 12A, I GOOD SAMARITAN HOSPITAL 0 GOOD SAMARITAN PHYSICIAN SERVICES PO BOX 2767 YORK PA 174052767 251832359 MEDICAL AND SURGICAL CARE PA 501(C)(3) LINE 10 GOOD SAM HEALTH SERVICES FOUNDATION 0 HEALTHY COMMUNITY PHARMACY INC PO BOX 2767 YORK PA 174052767 200519121 REDUCED RATE PRESCRIPTION DRUGS TO UNINSURED PA 501(C)(3) LINE 12A, I WELLSPAN HEALTH CARE SERVICES 0 PHILHAVEN PO BOX 2767 YORK PA 174052767 231548822 HEALTH CARE SERVICES PA 501(C)(3) LINE 3 WELLSPAN HEALTH 1 SUMMIT HEALTH FOUNDATION PO BOX 2767 YORK PA 174052767 831196554 FUNDRAISING FOR HEALTH CARE SYSTEM PA 501(C)(3) LINE 12B, II WELLSPAN SUMMIT HEALTH 0 SUMMIT PHYSICIAN SERVICES PO BOX 2767 YORK PA 174052767 251716306 MEDICAL AND SURGICAL CARE PA 501(C)(3) LINE 10 WELLSPAN SUMMIT HEALTH 0 THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA PO BOX 2767 YORK PA 174052767 230794160 HEALTH CARE SERVICES PA 501(C)(3) LINE 3 WELLSPAN HEALTH 1 VNA COMMUNITY SERVICES PO BOX 2767 YORK PA 174052767 232338591 HOME PERSONAL CARE SERVICES FOR ELDERLY AND DISABLED PA 501(C)(3) LINE 10 WELLSPAN SURGERY & REHABILITATION HOSPITAL 0 VNA HOME HEALTH SERVICES PO BOX 2767 YORK PA 174052767 231352573 HOME HEALTH AND HOSPICE CARE SERVICES PA 501(C)(3) LINE 10 WELLSPAN SURGERY & REHABILITATION HOSPITAL 0 WAYNESBORO HOSPITAL PO BOX 2767 YORK PA 174052767 231360854 HEALTH CARE SERVICES PA 501(C)(3) LINE 3 WELLSPAN SUMMIT HEALTH 0 WELLSPAN HEALTH CARE SERVICES PO BOX 2767 YORK PA 174052767 232400237 HEALTH CARE SERVICES PA 501(C)(3) LINE 12B, II WELLSPAN HEALTH 1 WELLSPAN MEDICAL GROUP PO BOX 2767 YORK PA 174052767 232730785 MEDICAL AND SURGICAL CARE PA 501(C)(3) LINE 10 WELLSPAN HEALTH 1 WELLSPAN PROPERTIES INC PO BOX 2767 YORK PA 174052767 222842252 LEASES FACILITIES TO AFFILIATES PA 501(C)(3) LINE 12B, II WELLSPAN HEALTH CARE SERVICES 0 WELLSPAN SUMMIT HEALTH PO BOX 2767 YORK PA 174052767 251515371 INTEGRATED HEALTH SYSTEM PA 501(C)(3) LINE 7 WELLSPAN HEALTH 1 WELLSPAN SURGERY & REHABILITATION HOSPITAL PO BOX 2767 YORK PA 174052767 232899911 SURGERY AND REHABILITATION HOSPITAL PA 501(C)(3) LINE 3 WELLSPAN HEALTH 1 YORK HEALTH FOUNDATION PO BOX 2767 YORK PA 174052767 233050192 FUNDRAISING FOR WELLSPAN ENTITIES PA 501(C)(3) LINE 12C, III-FI WELLSPAN HEALTH 1 YORK HOSPITAL PO BOX 2767 YORK PA 174052767 231352222 COMMUNITY TEACHING HOSPITAL PA 501(C)(3) LINE 3 WELLSPAN HEALTH 1 APPLE HILL SURGICAL CENTER PARTNERS PO BOX 2767 YORK PA 174052767 232489452 SURGICAL CENTER PA WELLSPAN HEALTH RELATED -203014 11574129 0 1 0.94570 CHERRY TREE CANCER CENTER LLP PO BOX 2767 YORK PA 174052767 232915628 RADIATION PA WELLSPAN HEALTH CARE SERVICES RELATED 0 0 CUMBERLAND VALLEY MOBILE SERVICES 5 S MAIN ST SUGARLOAF PA 18249 200884014 MOBILE HEALTH SERVICES PA CHAMBERSBURG HEALTH SERVICES RELATED 0 0 LITTLESTOWN HEALTH CARE PARTNERSHIP 300 WEST KING STREET LITTLESTOWN PA 17340 232880464 LEASE FACILITY PA WELLSPAN HEALTH CARE SERVICES RELATED 0 0 SUMMIT SURGERY CENTER LP PO BOX 2767 YORK PA 174052767 251845303 PHYSICIAN SERVICES PA CHAMBERSBURG HEALTH SERVICES RELATED 0 0 SURGERY CENTER ASSOCIATES LLC PO BOX 2767 YORK PA 174052767 251845304 PHYSICIAN SERVICES PA CHAMBERSBURG HEALTH SERVICES RELATED 0 0 THE REHAB CENTER 855 SPRINGDALE DRIVE SUITE 20 EXTON PA 19341 251687903 PHYSICAL THERAPY REHABILITATION PA EPHRATA HOSPITAL RELATED 0 0 WELLSPAN SCA HOLDINGS LLC 569 BROOKWOOD VLG SUITE 901 BIRMINGHAM AL 35209 882731487 INVESTMENTS MD WELLSPAN HEALTH CARE SERVICES RELATED 0 0 APPLE HILL CONDOMINIUM ASSOCIATION PO BOX 2767 YORK PA 174052767 232504543 CONDOMINIUM ASSOCIATION PA WELLSPAN HEALTH CARE SERVICES C 0 CUMBERLAND VALLEY HEALTH NETWORK INC PO BOX 2767 YORK PA 174052767 232775583 HEALTH NETWORK PA WELLSPAN SUMMIT HEALTH C 0 EPHRATA HEALTH PAVILION CONDOMINIUM ASSOCIATION PO BOX 2767 YORK PA 174052767 475367279 CONDOMINIUM ASSOCIATION PA EPHRATA HOSPITAL C 0 EPHRATA MEDICAL OFFICE CONDOMINIUM ASSOCIATION PO BOX 2767 YORK PA 174052767 232526873 CONDOMINIUM ASSOCIATION PA N/A C 0 GOOD SAMARITAN PHYSICIAN HOSPITAL ORGANIZATION OF LEBANON PA PO BOX 2767 YORK PA 174052767 251769419 HEALTH CARE SERVICES PA THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA C 0 GSH REALTY INC PO BOX 2767 YORK PA 174052767 232446622 NON-RESIDENTIAL REAL ESTATE PA WELLSPAN HEALTH CARE SERVICES C 0 NORTHERN LANCASTER COUNTY PHYSICIAN HOSPITAL ALLIANCE PO BOX 2767 YORK PA 174052767 232421885 COORD PHYS & HOSPITAL PA EPHRATA HOSPITAL C 0 QUEST BEHAVIORAL HEALTH PO BOX 2767 YORK PA 174052767 232910565 HEALTH CARE NETWORK SERVICE PA WELLSPAN HEALTH C 10250 1706884 0.46600 1 WELLSPAN HEARING CENTER INC PO BOX 2767 YORK PA 174052767 231954338 HEARING AID PRACTICE PA WELLSPAN HEALTH CARE SERVICES C 0 WELLSPAN PHARMACY INC PO BOX 2767 YORK PA 174052767 232374072 DISPENSES RX & PROVIDES IV THERAPY PA WELLSPAN HEALTH CARE SERVICES C 0 WELLSPAN PROVIDER NETWORK PO BOX 2767 YORK PA 174052767 232907828 COORDINATE MANAGED CARE RISK CONTRACTS PA WELLSPAN HEALTH C 1.00000 1 WELLSPAN RECIPROCAL RISK RETENTION GROUP PO BOX 2767 YORK PA 174052767 200048457 RISK RETENTION GROUP PA WELLSPAN HEALTH C 600502 0.01490 1 YORK HEALTH PLAN PO BOX 2767 YORK PA 174052767 232664989 PREFERRED PROVIDER ORGANIZATION PA WELLSPAN HEALTH C -7318345 1062595 1.00000 1 1 1 1 1 1 0 0 0 0 1 1 1 1 0 0 1 1 1 1 EPHRATA COMMUNITY HOSPITAL A 459993 COST THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA A 10704936 COST WELLSPAN HEALTH CARE SERVICES A 737842 COST GETTYSBURG HOSPITAL FOUNDATION C 146236 COST YORK HEALTH FOUNDATION C 215919 COST SUMMIT HEALTH FOUNDATION C 218880 COST EPHRATA COMMUNITY HEALTH FOUNDATION C 300598 COST GETTYSBURG HOSPITAL K 156588 COST WELLSPAN PROPERTIES K 4278609 COST EPHRATA COMMUNITY HOSPITAL K 113304 COST THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA K 189385 COST YORK HOSPITAL K 171132 COST YORK HOSPITAL L 296406760 COST WELLSPAN MEDICAL GROUP L 5866935 COST WAYNESBORO HOSPITAL L 9921935 COST CHAMBERSBURG HOSPITAL L 40493701 COST CHAMBERSBURG HEALTH SERVICES L 494795 COST WELLSPAN PROPERTIES L 681083 COST APPLE HILL SURGICAL CENTER L 779379 COST WELLSPAN HEALTH CARE SERVICES L 492408 COST GETTYSBURG HOSPITAL L 66014265 COST EPHRATA COMMUNITY HOSPITAL L 54495203 COST THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA L 54393758 COST PHILHAVEN L 6198445 COST WELLSPAN SURGERY & REHABILITATION HOSPITAL L 25611351 COST VNA HOME HEALTH SERVICES L 903262 COST YORK HEALTH PLAN L 451527 COST YORK HEALTH PLAN M 8709483 COST WELLSPAN MEDICAL GROUP P 1026387 COST YORK HOSPITAL Q 85054093 COST WELLSPAN MEDICAL GROUP Q 103289110 COST WAYNESBORO HOSPITAL Q 6122555 COST CHAMBERSBURG HOSPITAL Q 26830306 COST CHAMBERSBURG HEALTH SERVICES Q 830763 COST WELLSPAN PROPERTIES Q 341182 COST WELLSPAN HEALTH CARE SERVICES Q 3099715 COST GETTYSBURG HOSPITAL Q 15256401 COST EPHRATA COMMUNITY HOSPITAL Q 17013396 COST THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA Q 15844732 COST PHILHAVEN Q 11987067 COST WELLSPAN SURGERY & REHABILITATION HOSPITAL Q 7932088 COST VNA HOME HEALTH SERVICES Q 5818453 COST THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA R 80000000 COST PHILHAVEN R 22000000 COST WELLSPAN POPULATION HEALTH R 6500000 COST GETTYSBURG HOSPITAL S 18000000 COST YORK HOSPITAL S 80000000 COST WELLSPAN SURGERY & REHABILITATION HOSPITAL S 6000000 COST WAYNESBORO HOSPITAL S 5000000 COST CHAMBERSBURG HOSPITAL S 24000000 COST CHAMBERSBURG HEALTH SERVICES S 42000000 COST APPLE HILL SURGICAL CENTER PARTNERS S 187760 COST