2024-08-13T15:47:12+00:00 2023-09-30 346565596 ERNST & YOUNG US LLP ONE MANHATTAN WEST NEW YORK NY 100018604 990 2022-10-01 222594977 Western Connecticut Health Network Inc WEST 2037394593 100 RESERVE ROAD DANBURY CT 06810 JOHN M MURPHY MD PRESIDENT/CEO 2024-08-13 true Laura Mayo P01962945 2127733000 2024-08-13 2022 2024-08-08 14:25:15Z JOHN M MURPHY MD 100 RESERVE ROAD DANBURY CT 06810 16004733 false X WWW. NUVANCEHEALTH. ORG X 1985 CT Improve the health of every person in our community through the efficient delivery of excellent, innovative and compassionate care. 15 14 817 17 0 0 320216 1795930 10988962 14165530 1242 4300 315976 38973 11626396 16004733 0 0 7300476 11606103 0 0 4182341 4276479 11482817 15882582 143579 122151 671804286 734543608 235805447 329255689 435998839 405287919 Improve the health of every person in our community through the efficient delivery of excellent, innovative and compassionate care. false false 12785563 0 14204503 WESTERN CONNECTICUT HEALTH NETWORK, INC. (WCHN), IN CONJUNCTION WITH ITS PARENT ORGANIZATION NUVANCE HEALTH, PROVIDES EXECUTIVE AND ADMINISTRATIVE DIRECTION, GIVES SUPPORT, SETS STANDARDS FOR ITS AFFILIATES AND SUBSIDIARIES, ENSURES FINANCIAL SOUNDNESS, AND ESTABLISHES NEW PROGRAMS AND SERVICES CONSISTENT WITH THEIR MISSION. ALL TAX-EXEMPT AFFILIATES SERVE INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOW THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY WCHN. 12785563 true true false false false false false false false true false false true true 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 true true false false true 40 0 true 817 true false false false false false false false false false false true false X 15 14 true false false false true true true true true false false true true true true true true true true false X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 ANNE ROBY VICE CHAIRMAN (TO 12/31); CHAIR (FROM 01/01) 3.0 6.0 X X 0 0 0 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER (FROM 01/01) 2.0 48.0 X X 80552 269701 60626 CAROLYN MCKENNA SECRETARY & CHIEF LEGAL OFFICER (TO 12/31) 2.0 48.0 X X 226683 585032 90668 DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER (FROM 01/01) 2.0 48.0 X X 0 275184 43123 GREGORY W RAKOW CHAIR (TO 12/31); DIRECTOR 3.0 6.0 X X 0 0 0 JOHN M MURPHY MD PRESIDENT/CEO 3.0 47.0 X X 675844 2064756 297106 STEVEN V LANT DIRECTOR; VICE CHAIR (FROM 01/01) 3.0 6.0 X X 0 0 0 CARLA GUDE DIRECTOR (TO 12/31) 2.0 4.0 X 0 0 0 DANIEL MCCARTHY DIRECTOR 2.0 4.0 X 0 0 0 DAVID CYGANOWSKI DIRECTOR (TO 03/15) 2.0 4.0 X 0 0 0 DONALD JONES DIRECTOR 2.0 4.0 X 0 0 0 ELIZABETH BRADLEY PHD DIRECTOR (FROM 01/01) 2.0 6.0 X 0 0 0 ERVIN R SHAMES DIRECTOR 2.0 4.0 X 0 0 0 JOSEPH DIVESTEA DIRECTOR 2.0 4.0 X 0 0 0 MARK GUDIS DIRECTOR 2.0 4.0 X 0 0 0 MARY MADDEN DIRECTOR (TO 12/31) 2.0 4.0 X 0 0 0 MICHAEL J NESHEIWAT MD DIRECTOR 2.0 4.0 X 0 0 0 RICHARD G JABARA DIRECTOR 2.0 4.0 X 0 0 0 ROBERT R DYSON DIRECTOR 2.0 4.0 X 0 0 0 S JAVID SHAHID MD DIRECTOR 2.0 4.0 X 0 0 0 SALVATORE CALTA JR DIRECTOR 2.0 4.0 X 0 0 0 STEVEN H ROSENBERG FORMER CFO/TREASURER (TO 12/31) 2.0 38.0 X 317738 940251 149120 GEOFFRY G HOOK CHIEF INFORMATION OFFICER 13.0 37.0 X 172129 478592 111975 JEAN AHN CHIEF STRATEGY OFFICER 5.0 45.0 X 205865 687200 95848 KATHRYN D CULLINAN CHIEF HUMAN RESOURCES OFFICER 5.0 45.0 X 100681 472769 93353 MICHELLE ROBERTSON CHIEF OPERATING OFFICER 5.0 45.0 X 0 534257 65670 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 5.0 45.0 X 127634 338752 65275 ALBERT VILLARIN CHIEF MEDICAL INFORMATION OFFICER 9.0 31.0 X 109257 375744 31035 CORNELIUS FERREIRA MD SYSTEM CHAIRMAN PRIMARY CARE 8.0 38.0 X 146348 542482 39498 JOHN DION SVP CORE FINANCE 11.0 29.0 X 177875 450905 76004 ROWENA B BERGMANS CHIEF VALUE OFFICER 8.0 32.0 X 88475 336728 57055 STEPHEN F METH CHIEF EXPERIENCE OFFICER 11.0 29.0 X 115215 299063 33786 CATHERINE FRIERSON FORMER CHIEF HUMAN RESOURCES OFFICER 0.0 0.0 X 191718 0 3005 KERRY EATON FORMER CHIEF OPERATING OFFICER 0.0 40.0 X 0 1390099 142026 SHARON ADAMS FORMER COO/CNO; PRESIDENT DANBURY HOSPITAL; EASTERN REGIONAL PRESIDENT 0.0 48.0 X 0 958117 110855 THOMAS KOOBATIAN MD FORMER EXEC DIR/CHIEF OF STAFF-NMH 0.0 44.0 X 0 518136 58383 2736014 11517768 1624411 37 true true false DRFIRSTCOM INC PO BOX 791487 BALTIMORE MD 21279 Telehealth Licensing 1250000 OBRIEN GROUP LLC 1276 SWEETWATER DR CINCINNATI OH 45215 Consulting 543121 KORN FERRY INTERNATIONAL PO BOX 1450 NW 5064 MINNEAPOLIS MN 55485 Consulting 294009 EMMI SOLUTIONS LLC 300 W ADAMS ST CHICAGO IL 60606 Subscription 180338 CIOX HEALTH PO BOX 409669 ATLANTA GA 30384 Professional Coding 152322 5 1795930 1795930 MANAGEMENT FEES EXEMPT AFFILIATES 561000 13663534 13663534 NE PURCHASING COALITION 900099 501996 501996 0 0 0 0 14165530 4300 4300 0 0 0 0 MEDICAL STAFF 621990 30742 30742 EMPLOYEE RETENTION CREDIT 900099 8231 8231 0 0 0 0 38973 16004733 14204503 0 4300 X 0 0 0 8891093 7095809 1795284 437775 349380 88395 1580594 1261441 319153 696641 555976 140665 1402 0 1402 3430 0 3430 2802288 2236452 565836 0 22146 17674 4472 559319 446382 112937 25823 20609 5214 0 0 0 221317 176629 44688 22171 17694 4477 1615 1289 326 3250 2594 656 1792 0 1792 MEDICAL SUPPLIES 426384 426384 0 PHYSICIAN FEES 144478 144478 0 EQUIPMENT LEASES 34492 27527 6965 LICENSES & DUES 6572 5245 1327 0 0 0 0 15882582 12785563 3097019 0 18838293 813823 814 814 0 0 0 0 728571 468993 8079866 7667113 48779 0 344169 48779 0 0 643812573 725544086 671804286 734543608 12925696 9790469 0 0 222879751 319465220 235805447 329255689 X 386649725 355938805 49349114 49349114 435998839 405287919 671804286 734543608 X 122151 -30833071 X false true X true true true X X 8 THE DANBURY HOSPITAL 060646597 3 true 0 0 Danbury Hospital & New Milford Hospital Foundation Inc 237425557 7 false 0 0 Western Connecticut Health Network Affiliates Inc 222594968 9 false 0 0 WESTERN CONNECTICUT HOME CARE INC 060655138 9 false 0 0 NUVANCE HEALTH MED PRACTICE CT INC 061137531 9 false 0 0 EASTERN NEW YORK MEDICAL SERVICES PC 455431389 9 false 0 0 THE NORWALK HOSPITAL ASSOCIATION 066068853 3 true 0 0 NORWALK HOSPITAL FOUNDATION INC 222277707 7 false 0 0 8 0 0 false false false false false false false false false false false false false false false false Schedule A, Part I, Line 12g THE CORPORATION OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING CONNECTICUT, AND IS THE SOLE MEMBER OF TWO LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES. AS PART OF ITS NONMONETARY SUPPORT, THE CORPORATION PROVIDES OPERATIONAL SUPPORT, IN CONJUNCTION WITH ITS PARENT ORGANIZATION NUVANCE HEALTH, TO BOTH DANBURY AND NORWALK HOSPITALS AND THEIR TAX-EXEMPT RELATED ORGANIZATIONS. Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name THE ORGANIZATIONS ARE MENTIONED IN THE CERTIFICATE OF INCORPORATION OF WCHN UNDER PURPOSES: "TO BENEFIT, PERFORM THE FUNCTIONS OF, CARRY OUT THE PURPOSES OF, AND UPHOLD, PROMOTE AND FURTHER THE WELFARE, PROGRAMS AND ACTIVITIES OF THE HOSPITALS AND THOSE CHARITABLE ORGANIZATIONS THAT ARE FROM TIME TO TIME AFFILIATED WITH THE HOSPITALS." Schedule A, Part IV, Section C, Line 1 Majority director detail Western Connecticut Health Network, Inc., in conjunction with its parent organization Nuvance Health, provides services such as support, setting standards for its affiliates and subsidiaries, ensuring financial soundness by other than monetary support and establishing new programs and services consistent with their mission. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 48779 48779 48779 INVESTMENT IN Subsidiary 346250401 DUE FROM RELATED PARTIES 305815945 OVERFUNDED ABO 56200471 WORKERS COMPENSATION ASSET 12104000 OTHER MISCELLANEOUS RECEIVABLES 4652572 CASH VALUE OF LIFE INSURANCE 520697 725544086 DUE TO RELATED PARTIES 307361220 WORKERS COMPENSATION LIABILITY 12104000 DEFERRED RENT DURACELL 319465220 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote AS OF SEPTEMBER 30, 2023, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. X true true false true false false false false false true false DANIEL DEBARBA CHIEF FINANCIAL OFFICER; TREASURER (FROM 01/01) 0 267926 0 0 0 7258 0 33150 0 9973 0 318307 0 0 CAROLYN MCKENNA SECRETARY & CHIEF LEGAL OFFICER (TO 12/31) 154925 420510 0 155000 71758 9522 24648 63612 667 1741 251998 650385 68250 0 JOHN M MURPHY MD PRESIDENT/CEO 414987 1126394 0 922788 260857 15574 65186 199150 8345 24425 749375 2288331 255000 0 BRIAN WYATT SECRETARY & CHIEF LEGAL OFFICER (FROM 01/01) 79998 217138 0 51000 554 1563 4209 14091 10239 32087 95000 315879 0 0 STEVEN H ROSENBERG FORMER CFO/TREASURER (TO 12/31) 194794 530902 0 366729 122944 42620 34143 101037 3572 10368 355453 1051656 106440 0 SHARON ADAMS FORMER COO/CNO; PRESIDENT DANBURY HOSPITAL; EASTERN REGIONAL PRESIDENT 0 639488 0 200000 0 118629 0 104995 0 5860 0 1068972 0 78600 KERRY EATON FORMER CHIEF OPERATING OFFICER 0 754999 0 468632 0 166468 0 140365 0 1661 0 1532125 0 117960 CATHERINE FRIERSON FORMER CHIEF HUMAN RESOURCES OFFICER 121667 0 0 0 70051 0 2215 0 790 0 194723 0 68520 0 THOMAS KOOBATIAN MD FORMER EXEC DIR/CHIEF OF STAFF-NMH 0 399517 0 94000 0 24619 0 18300 0 40083 0 576519 0 0 JEAN AHN CHIEF STRATEGY OFFICER 124358 352139 0 318564 81507 16497 21424 71516 709 2199 227998 760915 69000 0 KATHRYN D CULLINAN CHIEF HUMAN RESOURCES OFFICER 95474 248505 0 200000 5207 24264 12114 56886 4989 19364 117784 549019 0 0 GEOFFRY G HOOK CHIEF INFORMATION OFFICER 122272 327392 0 150000 49857 1200 19288 53630 10369 28688 201786 560910 49200 0 WAYNE MCNULTY CHIEF COMPLIANCE OFFICER 92049 249844 0 84000 35585 4908 14138 37522 3714 9901 145486 386175 33780 0 MICHELLE ROBERTSON CHIEF OPERATING OFFICER 0 400296 0 0 0 133961 0 49038 0 16632 0 599927 0 0 ROWENA B BERGMANS CHIEF VALUE OFFICER 87760 256611 0 78500 715 1617 3808 14492 8665 30090 100948 381310 0 0 JOHN DION SVP CORE FINANCE 126520 343410 0 100000 51355 7495 17558 44510 3900 10036 199333 505451 48600 0 CORNELIUS FERREIRA MD SYSTEM CHAIRMAN PRIMARY CARE 130724 383562 0 145500 15624 13420 3888 14412 4805 16393 155041 573287 0 0 STEPHEN F METH CHIEF EXPERIENCE OFFICER 83727 217874 0 40000 31488 41189 5701 14799 3899 9387 124815 323249 29400 0 ALBERT VILLARIN CHIEF MEDICAL INFORMATION OFFICER 101604 278632 0 80000 7653 17112 4122 14178 3004 9731 116383 399653 0 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDES GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND AND/OR EMPLOYEE RECOGNITION PROGRAM AWARD: 2 OFFICERS 4 KEY EMPLOYEES 4 HIGHEST-COMPENSATED EMPLOYEES Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation WESTERN CONNECTICUT HEALTH NETWORK, INC. RELIED ON NUVANCE HEALTH, A RELATED TAX EXEMPT ORGANIZATION, TO APPROVE AND DETERMINE COMPENSATION FOR THE CEO AND TOP MANAGEMENT, WHICH USED A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACTS, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE TO GATHER COMPARABLE DATA ON OTHER KEY EMPLOYEES. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan EFFECTIVE OCTOBER 1, 2020, NUVANCE HEALTH ESTABLISHED AN EXECUTIVE RETIREMENT PLAN IN ORDER TO PROVIDE NONQUALIFIED DEFINED CONTRIBUTION RETIREMENT BENEFITS TO DESIGNATED KEY MEMBERS OF ITS EXECUTIVE MANAGEMENT TEAM, SELECTED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 OR TIER 2 EXECUTIVE POSITIONS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. THE PLAN IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. IN CALENDAR YEAR 2022, THE AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. FOR CALENDAR YEAR 2022, AMOUNTS EARNED BY KEY MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM WERE AS FOLLOWS: JOHN M. MURPHY, MD $246,036 STEVEN H. ROSENBERG $108,180 KERRY EATON $110,402 SHARON ADAMS $86,695 JEAN AHN $74,640 CAROLYN MCKENNA $69,960 GEOFFRY HOOK $54,618 KATHRYN CULLINAN $50,700 JOHN DION $50,580 MICHELLE ROBERTSON $37,203 WAYNE MCNULTY $33,360 DANIEL DEBARBA $26,320 Schedule J, Part I, Line 7 Non-fixed payments NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH-QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THE PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR; - TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE - TIER II, EXECUTIVE (A) - TIER II, PHYSICIAN EXECUTIVES (B) - TIER III, SENIOR LEADER (A) - TIER III, SENIOR LEADER (B) - TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: - QUALITY AND SERVICE - PEOPLE AND CULTURE - PATIENT EXPERIENCE - FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISHED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. NUVANCE HEALTH EXECUTIVE LONG TERM INCENTIVE PLAN (EXCERPTS FROM) ONLY EXECUTIVES OCCUPYING DESIGNATED TIER 1 EXECUTIVE POSITIONS SHALL BE ELIGIBLE EMPLOYEES TO PARTICIPATE IN THE PLAN. UNDER THE PLAN, PARTICIPANTS WILL BE ELIGIBLE TO RECEIVE INCENTIVE AWARD PAYMENTS BASED UPON THE ACHIEVEMENT OF SELECTED AND STRATEGICALLY IMPORTANT PERFORMANCE GOALS IDENTIFIED FOR EACH PERFORMANCE PERIOD. THE AWARD OPPORTUNITIES FOR AN ELIGIBLE EMPLOYEE WITH RESPECT TO A PERFORMANCE PERIOD SHALL BE EXPRESSED AS A PERCENTAGE OF HIS OR HER AVERAGE BASE SALARY IN EFFECT DURING THE APPLICABLE PERFORMANCE PERIOD. PRIOR TO THE BEGINNING OF EACH PERFORMANCE PERIOD, THE COMMITTEE MAY ESTABLISH A MINIMUM PERFORMANCE REQUIREMENT FOR NUVANCE HEALTH. NO FINAL AWARDS MAY BE GRANTED TO ANY PARTICIPANT FOR A PERFORMANCE PERIOD IN WHICH MINIMUM PERFORMANCE REQUIRMENTS, IN ANY, WERE NOT MET. THE FINAL AWARD PAYABLE TO EACH PARTICIPANT WILL BE DETERMINED WITHIN 60 DAYS FOLLOWING THE END OF THE PERFORMANCE PERIOD. AWARDS FOR A GIVEN PERFORMANCE PERIOD WILL BE PAID IN A SINGLE LUMP-SUM ON THE PAYMENT DATE PROVIDED HOWEVER, THAT NO PAYMENT WILL BE MADE UNTIL THE RESULTS ARE VERIFIED AND AUDITED. Form 990, Part VI, Line 14 document retention and destruction policy THE ORGANIZATION FOLLOWS A RECORD RETENTION POLICY THAT HAS BEEN REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE ORGANIZATION, BUT NOT THE FULL BOARD OF DIRECTORS. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons SALVATORE CALTA AND STEVEN LANT - Business relationship Form 990, Part VI, Line 6 Classes of members or stockholders NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE CHAIR, VICE CHAIR, SECRETARY, AND TREASURER OF THE BOARD OF DIRECTORS OF THE MEMBER (NUVANCE HEALTH) AND THE CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE MEMBER SHALL SERVE IN THE SAME ROLES AT WESTERN CONNECTICUT HEALTH NETWORK, INC. ANY OFFICER OF THE CORPORATION MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MEMBER IN ACCORDANCE WITH THE BYLAWS OF THE MEMBER. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY WESTERN CONNECTICUT HEALTH NETWORK, INC REQUIRE THE APPROVAL OF THE MEMBER, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) ELECTION AND REMOVAL OF THE DIRECTORS OF THE BOARD AND THE DIRECTORS OR MANAGERS OF EACH CORPORATE AFFILIATE AND THE OFFICERS; (II) ADOPTION OR ANY MATERIAL REVISIONS OF CAPITAL AND OPERATING BUDGETS; (III) APPROVAL OF ALL AUDITED FINANCIAL STATEMENTS WHICH INCLUDES REVIEW OF THE SYSTEM-WIDE ACCOUNTING POLICIES AND CONTROLS AND THE SELECTION OF INDEPENDENT AUDITORS; (IV) ADOPTION OF OR REVISIONS TO POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF WESTERN CONNECTICUT HEALTH NETWORK'S FUNDS; (V) ADOPTION OF OR AMENDMENT TO ANY QUALIFIED OR NON-QUALIFIED BENEFIT PLAN; (VI) ADOPTION OF OR REVISIONS TO ANY SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES; (VII) ADOPTION OF, REVISIONS TO AND OVERSIGHT OF ANY SYSTEM-WIDE POLICIES AND PRACTICES RELATING TO REGULATORY COMPLIANCE; (VIII) ANY CLOSURE, SALE OR TRANSFER OF A HOSPITAL OWNED OR CONTROLLED; (IX) ANY CESSATION OF ANY SERVICE LINE; (X) ANY CHANGE IN THE TAX STATUS OF, OR REVISION OF, THE CHARITY CARE POLICIES; (XI) TERMINATION, APPOINTMENT OR RESCISSION OF AN APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER OR THE PRESIDENT; (XII) ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS, THE FILING OF ANY PETITION IN VOLUNTARY BANKRUPTCY, THE FILING OF ANY PETITION OR ANSWER SEEKING REORGANIZATION, OR AN ARRANGEMENT WITH CREDITORS UNDER THE FEDERAL BANKRUPTCY LAW; (XIII) ANY AMENDMENTS TO THE CORPORATION'S OR TO ANY CORPORATE AFFILIATE'S ORGANIZATIONAL DOCUMENTS; (XIV) ANY MERGER, CONSOLIDATION, OR SIMILAR TRANSACTION; (XV) ANY INCURRENCE, ASSUMPTION, OR GUARANTEE OF DEBT. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE ORGANIZATION AND A DRAFT FORM 990 IS REVIEWED BY INTERNAL MANAGEMENT. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE BOARD MEMBERS, THE ULTIMATE PARENT OF THE ORGANIZATION, TO REVIEW PRIOR TO FILING. THE FORM 990 IS THEN SIGNED AND FILED WITH THE IRS. Form 990, Part VI, Line 12c Conflict of interest policy OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. ALSO, THEY ARE REQUIRED TO DISCLOSE ANY CONFLICT TO THE BOARD OR DIRECTLY TO THE CHAIRMAN PRIOR TO ANY MEETING. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. Form 990, Part VI, Line 15a Process to establish compensation of top management official NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION, AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE STRETCH GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +25% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 62.5TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTH'S COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATION'S STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT, AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. Form 990, Part VI, Line 15b Process to establish compensation of other employees COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. AN ANNUAL LETTER OF REASONABLENESS IS PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS BY WILLIS TOWERS WATSON AS CONSULTANT TO THE BOARD. IN THIS ANNUAL ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO SELECT EXECUTIVES, AN OPINION IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO THE INCLUDED EXECUTIVES FOR EACH FISCAL YEAR. A BI-ANNUAL LETTER OF REASONABLENESS FOR PHYSICIAN COMPENSATION IS ALSO PRESENTED TO THE EXECUTIVE COMPENSATION COMMITTEE BY KORN FERRY HAY AS A CONSULTANT TO THE BOARD. THIS ASSESSMENT OF THE REASONABLENESS OF THE TOTAL REMUNERATION PACKAGES PROVIDED TO PHYSICIANS IS RENDERED WITH RESPECT TO THE REASONABLENESS OF POTENTIAL TARGET AND MAXIMUM TOTAL REMUNERATION PROVIDED TO EACH PHYSICIAN. Form 990, Part VI, Line 19 Required documents available to the public THE GOVERNING DOCUMENTS, POLICIES AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE DOCUMENTS ARE PROVIDED EITHER ELECTRONICALLY OR AS PAPER COPIES. IN ADDITION, CERTAIN FINANCIAL INFORMATION IS AVAILABLE ON VARIOUS WEBSITES DUE TO REGULATORY FILINGS SUCH AS THE 990. Form 990, Part VII, Section A ADDITIONAL INFORMATION FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. ALL AMOUNTS IN COLUMN F OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. Form 990, Part IX, Line 11g Other Fees CONTINUING EDUCATION SERVICES - Total Expense: 3524, Program Service Expense: 2813, Management and General Expenses: 711, Fundraising Expenses: ; ARCHIVE SERVICES - Total Expense: 13346, Program Service Expense: 10651, Management and General Expenses: 2695, Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 2785418, Program Service Expense: 2222988, Management and General Expenses: 562430, Fundraising Expenses: ; Form 990, Part XI, Line 9 Other changes in net assets or fund balances CHANGE IN PENSION OBLIGATION - -30331075; NE PURCHASING COALITION INCOME - -501996; Alamo Ambulance Service INC 45 READE PLACE ATTN LEGAL DEPT POUGHKEEPSIE NY 12601 141745417 Transportation NY 501(c)(3) Type III-FI HQ true Danbury Hospital & New Milford Hospital Foundation Inc 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 Fundraising CT 501(c)(3) 7 WCHN true The Danbury Hospital 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 Hospital CT 501(c)(3) 3 WCHN true Eastern New York Medical Services PC 3423 DANBURY ROAD BREWSTER NY 10509 455431389 Physician Services NY 501(c)(3) 10 WCHN true Health Quest Home Care Inc (Certified) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788412 Home Health NY 501(c)(3) 10 HQ true Health Quest Home Care Inc (Licensed) 2649 SOUTH ROAD SUITE 220 POUGHKEEPSIE NY 12601 141788410 Home Health NY 501(c)(3) 10 HQ true Nuvance Health Medical Practice PC 45 READE PLACE ATTN LEGAL DEPT POUGHKEEPSIE NY 12601 562669185 Physician Services NY 501(c)(3) 10 HQ true Health Quest Systems Inc 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 Support/Management NY 501(c)(3) 10 NUVANCE true Health Quest Urgent Medical Care Practice PC 45 READE PLACE ATTN LEGAL DEPT POUGHKEEPSIE NY 12601 800152047 Physician Services NY 501(c)(3) 10 HQ true Hudson Valley Cardiovascular Practice PC 1 COLUMBIA POUGHKEEPSIE NY 12601 463756713 Physician Services NY 501(c)(3) 10 HQ true NDH Foundation 6531 SPRINGBROOK AVENUE RHINEBECK NY 12572 141776208 Fundraising NY 501(c)(3) 7 HQ true Northern Dutchess Hospital 6511 SPRINGBROOK AVENUE RHINEBECK NY 12572 141338467 Hospital NY 501(c)(3) 3 HQ true Northern Dutchess Residential Healthcare Facility Inc 6525 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 Nursing Home NY 501(c)(3) 10 HQ true Norwalk Hospital Foundation Inc 34 MAPLE STREET NORWALK CT 06850 222577707 Fundraising CT 501(c)(3) 7 WCHN true Nuvance Health 45 READE PLACE ATTN LEGAL DEPT POUGHKEEPSIE NY 12601 834214573 Support/Management NY 501(c)(3) Type III-FI NA false Nuvance Health Medical Practice CT Inc 100 RESERVE ROAD DANBURY CT 06810 061137531 Physician Services CT 501(c)(3) 10 WCHN true Putnam Hospital 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 Hospital NY 501(c)(3) 3 HQ true Putnam Hospital Center Foundation Inc 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 Fundraising NY 501(c)(3) Type I HQ true The Norwalk Hospital Association 34 MAPLE STREET NORWALK CT 06850 066068853 Hospital CT 501(c)(3) 3 WCHN true Vassar Brothers Hospital Foundation 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 Fundraising NY 501(c)(3) 7 HQ true Vassar Brothers Medical Center 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 Hospital NY 501(c)(3) 3 HQ true Vassar Health Connecticut Inc 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 Hospital CT 501(c)(3) 3 HQ true Wells Manor Housing Development Fund Corp 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 Low Income NY 501(c)(3) PF HQ true Western Connecticut Home Care Inc 100 SAW MILL ROAD DANBURY CT 06810 060655138 Home Healthcare CT 501(c)(3) 10 WCHN true Western Connecticut Health Network Affiliates Inc 100 RESERVE ROAD DANBURY CT 06810 222594968 Outpatient Health Care Services CT 501(c)(3) 10 WCHN true Western Connecticut Health Network Investments LLC 100 Reserve Road Danbury CT 06810 475523212 Investments CT 501(c)(3) Type I NA true NEW MILFORD MRI LLC 100 RESERVE ROAD DANBURY CT 06810 271877801 INACTIVE CT NA N/A false false NORWALK SURGERY CENTER LLC 40 CROSS STREET STE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT NA N/A false false NUVANCE HEALTH INSURANCE COMPANY LTD PO BOX 1159 GRAND CAYMAN CJ KY11102 980438151 MALPRACTICE CJ NUVANCE HEALTH C Corporation true SWC CORPORATION 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT WCHN C Corporation 2668732 6375546 1 true TACONIC IPA INC 45 READE PLACE POUGHKEEPSIE NY 12601 223007320 MEDICAL CARE NY NA C Corporation true Vassar Health Quest Medical Practice of Connecticut Inc 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation true false false true false false false false false false false false true false false false true true true true Alamo Ambulance Services Inc Q 50000 Cost Method Danbury and New Milford Hospital Foundation P 75638 Cost Method Danbury and New Milford Hospital Foundation C 140219 Cost Method Danbury Hospital R 5747954 Cost Method Danbury Hospital L 4629685 Cost Method Danbury Hospital P 54029208 Cost Method Eastern New York Medical Services PC Q 494895 Cost Method Health Quest Home Care Inc Q 6974302 Cost Method Health Quest Home Care Inc R 8194492 Cost Method Health Quest Systems Inc P 37758498 Cost Method Hudson Valley Cardiovascular Practice Q 11979046 Cost Method Northern Dutchess Hospital S 2890336 Cost Method Northern Dutchess Hospital P 85303172 Cost Method Northern Dutchess Residential Health Facility Inc Q 9095268 Cost Method Norwalk Hospital Foundation C 1655711 Cost Method Norwalk Hospital Foundation P 457355 Cost Method Nuvance Health R 99938050 Cost Method Nuvance Health Q 169427654 Cost Method Nuvance Health Medical Practice CT Inc L 6299688 Cost Method Nuvance Health Medical Practice CT Inc P 6178092 Cost Method Nuvance Health Medical Practice PC Q 70499 Cost Method Putnam Hospital R 205655 Cost Method Putnam Hospital Q 9616147 Cost Method SWC Corporation Q 243191 Cost Method The Norwalk Hospital Association R 6091208 Cost Method The Norwalk Hospital Association L 2244093 Cost Method The Norwalk Hospital Association Q 34148718 Cost Method Vassar Brothers Medical Center S 6405252 Cost Method Vassar Brothers Medical Center L 171181 Cost Method Vassar Brothers Medical Center Q 6534436 Cost Method Vassar Health Connecticut Inc Q 26210746 Cost Method Vassar Health Quest Medical Practice of Connecticut Inc P 707298 Cost Method Western Connecticut Health Network Affiliates L 98529 Cost Method Western Connecticut Health Network Affiliates Q 3290519 Cost Method Western Connecticut Home Care Inc Q 1338331 Cost Method Western CT Health Network PHO Q 357459 Cost Method