2023-03-24T16:46:03-05:00 2021-09-30 346565596 ERNST & YOUNG US LLP 200 CLAREDON STREET BOSTON MA 02114 990 2020-10-01 222577707 NORWALK HOSPITAL FOUNDATION NORW 2038522216 34 MAPLE STREET NORWALK CT 06856 DANIEL DEBARBA CFO/ TREASURER 2037937000 2023-03-23 1 DANIEL DEBARBA 999009999 GEORGE F PAGANO P01978122 6172662000 2023-03-22 2 AAL1 IAL1 2020 2023-04-26 12:10:37Z DANIEL DEBARBA 34 MAPLE STREET NORWALK CT 06856 29533912 0 X WWW.NORWALKHOSPITAL.ORG X 1985 CT THE MISSION OF NORWALK HOSPITAL FOUNDATION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO NORWALK HOSPITAL AND OTHER NOT-FOR-PROFIT NORWALK HOSPITAL AFFILIATES. 6 6 0 11 -19773 0 9814711 21555097 0 0 15525933 7732561 1460 2290 25342104 29289948 2788253 3082448 0 0 0 0 0 0 0 3533138 3381054 6321391 6463502 19020713 22826446 144660617 172605274 2107016 1254011 142553601 171351263 THE MISSION OF NORWALK HOSPITAL FOUNDATION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO NORWALK HOSPITAL AND OTHER NOT-FOR-PROFIT NORWALK HOSPITAL AFFILIATES. 0 0 3082448 3082448 FOUNDATION FUNDS WERE USED TO SUPPORT A VARIETY OF PATIENT CARE PROGRAMS, SEVERAL KEY POSITIONS, SCHOLARSHIPS, CONTINUING PROFESSIONAL EDUCATION & TRAINING. 3082448 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 X 9 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 6 6 0 0 0 0 1 1 1 1 1 0 0 1 0 0 0 0 0 0 AL CA CT FL HI IL KS KY MD MA MI MN MS NH NJ NM NY NC ND OR PA SC TN UT WI X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X DOMINICK COLABELLA DIRECTOR 0.50 2.50 X 0 0 0 LEONARD DINARDO VICE CHAIRMAN 1.00 1.00 X X 0 0 0 LISA ESNEAULT CHAIRMAN 1.00 3.00 X X 0 0 0 MARY GRACE GUDIS TO 1231 DIRECTOR 0.50 2.50 X 0 0 0 JAMES NAUGHTON DIRECTOR 0.50 0.50 X 0 0 0 PRADIP PATHARE MD TO 1231 DIRECTOR/PHYSICIAN 0.50 40.00 X 0 212022 4315 JEET S SANDHU MD DIRECTOR 0.50 0.50 X 0 0 0 CHRISTIAN J TREFZ DIRECTOR 0.50 0.50 X 0 0 0 STEVEN H ROSENBERG TREASURER/CFO 1.00 40.00 X 0 1701396 642496 CAROLYN MCKENNA SECRETARY/CHIEF LEGAL OFFICER 1.00 40.00 X 0 646887 16365 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 1.00 40.00 X 0 445735 19595 0 3006040 682771 0 0 1 0 0 77787 21477310 230180 21555097 7736597 -19773 7756370 222643 226679 -4036 -4036 -4036 19575 77787 17285 2290 2290 29289948 0 -19773 7754624 3082448 3082448 139042 139042 47773 47773 11466 11466 ALLOCATION OF SHARED EX 3182773 3182773 6463502 3082448 3381054 0 3028140 2614212 5431371 5439625 24442416 34957010 6090 60622 56320 188363 155907 43922 32456 111654146 129499561 144660617 172605274 16795 550 2090221 1253461 2107016 1254011 X 72450134 85383400 70103467 85967863 142553601 171351263 144660617 172605274 X 22826446 9821174 -3849958 X 0 1 X 1 0 X 11868292 17920897 6972209 9814711 21555097 68131206 11868292 17920897 6972209 9814711 21555097 68131206 17996365 50134841 6705986 12080595 3526064 15523463 7756370 45592478 253622 319103 87317 27800 19575 707417 114431101 0.43810 0.48930 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: GROSS RECEIPTS FROM RELATED ACTIVITIES - 2016 AMOUNT: $ 253,622. 2017 AMOUNT: $ 319,103. 2018 AMOUNT: $ 87,317. 2019 AMOUNT: $ 27,800. 2020 AMOUNT: $ 19,575. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 33591729 394542 4945636 618284 38313623 30034023 1988844 2002292 433430 33591729 29117913 469200 838216 391306 30034023 27094000 855045 1371019 202151 29117913 23586000 2306771 1538000 336771 27094000 0.40870 0.37880 0.21250 0 1 1 188363 155907 32456 32456 PARTNERSHIPS 129499561 F 129499561 DUE TO WCHN, INC. 44173 DUE TO DH-NM FOUNDATION 52115 DUE TO NORWALK HOSPITAL ASSN 380026 DUE TO WCMG 288227 RESERVE ANNUITY 488920 1253461 X PART V, LINE 4: NORWALK HOSPITAL FOUNDATION'S ENDOWED FUNDS MAY BE USED TO SUPPORT THE CAPITAL AND OPERATING EXPENSES OF NORWALK HOSPITAL ASSOCIATION AND THEIR NOT-FOR-PROFIT AFFILIATES, AND MAY INCLUDE SCHOLARSHIPS, SALARIES, ETC., ALL AS DICTATED BY DONOR INTENT. PART X, LINE 2: AS OF SEPTEMBER 30, 2021, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 2021 WALK/RUN (VIRTUAL) 70506 50931 19575 17285 JACK'S PAK FUNDRAISER 26046 26046 1 810 810 97362 77787 19575 17285 17285 2290 1 NORWALK HOSPITAL ASSOCIATION 24 STEVENS STREET NORWALK CT 06850 066068853 501(C)(3) 1961200 3500 FMV IN-KIND CONTRIBUTIONS OPERATIONAL SUPPORT NUVANCE HEALTH MEDICAL PRACTICE CT INC 100 RESERVE ROAD DANBURY CT 06810 061137531 501(C)(3) 514801 OPERATIONAL SUPPORT DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 501(C)(3) 302540 OPERATIONAL SUPPORT WESTERN CT HEALTH NETWORK 24 HOSPITAL AVENUE DANBURY CT 06810 222594977 501(C)(3) 175593 OPERATIONAL SUPPORT NUVANCE HEALTH 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 501(C)(3) 23845 OPERATIONAL SUPPORT 5 0 PART I, LINE 2: PROCEDURES FOR MONITORING USE OF GRANTS FUNDS IN U.S. ALL GRANTS WERE MADE TO RELATED IRC SEC. 501(C)(3) ORGANIZATIONS, THEREFORE IT WAS NOT NECESSARY TO REVIEW THE PUBLIC CHARITY STATUS OF THE DONEE. THE PURPOSE OF THE GRANT FUNDS ARE REVIEWED AND APPROVED BY THE FOUNDATION OFFICERS TO ASSURE COMPLIANCE WITH DONOR INTENTIONS AND/OR BOARD APPROVALS. 0 1 0 0 0 0 0 0 0 STEVEN H ROSENBERG TREASURER/CFO 0 725983 0 0 0 975413 0 601834 0 40662 0 2343892 0 279293 CAROLYN MCKENNA SECRETARY/CHIEF LEGAL OFFICER 0 584841 0 0 0 62046 0 14250 0 2115 0 663252 0 0 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 0 384162 0 0 0 61573 0 17100 0 2495 0 465330 0 0 PRADIP PATHARE MD TO 1231 DIRECTOR/PHYSICIAN 0 37795 0 174227 0 0 0 4240 0 75 0 216337 0 0 PART I, LINE 3 NORWALK HOSPITAL FOUNDATION 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. PART I, LINE 4B WESTERN CONNECTICUT HEALTH NETWORK (WCHN), A RELATED ORGANIZATION, PREVIOUSLY ESTABLISHED A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WHICH PROVIDES SUPPLEMENTAL RETIREMENT BENEFITS TO KEY MEMBERS OF THE EXECUTIVE GROUP. UNDER THE AGREEMENTS FOR THE SERP, AMOUNTS PROMISED TO ELIGIBLE EXECUTIVES ARE BASED ON TARGETED RETIREMENT BENEFITS AND THE PAYMENT OF BENEFITS IS SUBJECT TO VESTING. THE BENEFITS AT THE VESTED AGE ARE PROVIDED IN THE FORM OF AN ACTUARIAL EQUIVALENT LUMP SUM PLUS A TAX GROSS-UP AMOUNT TO THE PARTICIPANTS. WCHN MAINTAINS AN ACCRUAL ON ITS BOOKS FOR THE PARTICIPANTS OF THE SERP. THE ACCRUALS ARE MAINTAINED SOLELY FOR ACCOUNTING PURPOSES AND ARE UNFUNDED. STEVEN H. ROSENBERG PARTICIPATED IN THE SERP AND ACCRUED BENEFITS AS OF SEPTEMBER 30, 2021. FOR CALENDAR YEAR 2020, STEVEN H. ROSENBERG RECEIVED A PAYOUT OF $866,877, WHICH IS REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990, FOR THE CURRENT YEAR. 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 CALDENDAR YEAR 2020, CONTRIBUTIONS RELATED TO THIS PLAN ARE INCLUDED IN EACH PARTICIPANT'S WAGES AND ARE REFLECTED IN THE AMOUNTS REPORTED ON SCHEDULE J, PART 11, COLUMN (B)(III) OTHER REPORTABLE COMPENSATION. X 9 226680 FAIR MARKET VALUE X LIGHTBULBS 1000 3500 FMV 0 0 0 SCHEDULE M, PART I, COLUMN (B) THE NUMBERS REPORTED IN COLUMN (B) REPRESENT THE NUMBER OF ITEMS CONTRIBUTED. FORM 990, PART V, LINE 2A W-3 FILING MOST EMPLOYEES ARE PAID BY A RELATED ORGANIZATION UNDER A COMMON PAYMASTER ARRANGEMENT. AS SUCH, REQUIRED PAYROLL FILING (INCLUDING FORMS W-2 AND W-3) IS REPORTED UNDER RELATED ORGANIZATIONS. FORM 990, PART VI, SECTION A, LINE 6 WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF NORWALK HOSPITAL FOUNDATION. NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. FORM 990, PART VI, SECTION A, LINE 7A THE WESTERN CONNECTICUT HEALTH NETWORK, INC. ("THE MEMBER") SHALL HAVE THE EXCLUSIVE RIGHT (I)TO ELECT THE CORPORATION'S BOARD OF DIRECTORS AND TO APPOINT INDIVIDUALS TO FILL VACANCIES ON THE BOARD OF DIRECTORS; (II)AMEND THE BYLAWS OF THE CORPORATION; AND (III)TO REMOVE ANY DIRECTOR WITH OR WITHOUT CAUSE. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER. (A) THE ACTIONS LISTED BELOW, TAKEN FOR THE CORPORATION OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A SUBSIDIARY ("FOUNDATION SUBSIDIARY") SHALL NOT REQUIRE APPROVAL BY THE BOARD AND ARE RESERVED SOLELY TO THE MEMBER: (I) THE AMENDMENT OF THESE BYLAWS; (II) THE ELECTION OR REMOVAL OF A DIRECTOR; (III) APPROVAL OF POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS, AND THE FUNDS OF ANY FOUNDATION SUBSIDIARY, INCLUDING, BUT NOT LIMITED TO, THOSE FUNDS AND PROPERTIES WHICH MAY HAVE BEEN DONATED, BEQUEATHED OR DEVISED, OR GIVEN IN TRUST FOR THE LIMITED OR GENERAL USE OF THE CORPORATION OR A FOUNDATION SUBSIDIARY; (IV) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO ANY QUALIFIED BENEFIT PLAN (UNLESS THE TERMS OF THE PLAN REQUIRE APPROVAL OF THE BOARD, IN WHICH CASE THE MEMBER SHALL ALSO APPROVE SUCH ACTION); (V) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO ANY NON-QUALIFIED BENEFIT PLAN; AND (VI) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING: (A) INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (B) CONFLICTS OR DUALITIES OF INTEREST; (C) ACCOUNTING AND INVESTMENT STANDARDS AND PRACTICES; AND (D) SUCH OTHER POLICIES AS THE MEMBER MAY FROM TIME TO TIME DETERMINE. (B) THE ACTIONS LISTED BELOW, TAKEN FOR THE CORPORATION OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A FOUNDATION SUBSIDIARY, WHICH REQUIRE APPROVAL OF THE BOARD, MUST ALSO BE APPROVED BY THE MEMBER: (I) THE ELECTION AND REMOVAL OF A DIRECTOR OF A FOUNDATION SUBSIDIARY; (II) THE ELECTION OF THE OFFICERS OF THE CORPORATION; (III) APPROVAL OF THE CAPITAL BUDGET AND OPERATING BUDGET OF THE CORPORATION AND OF ANY FOUNDATION SUBSIDIARY; (IV) AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (V) AMENDMENT OF THE BYLAWS OR OPERATING AGREEMENT OF ANY FOUNDATION SUBSIDIARY; (VI) THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (VII) APPROVAL OF THE CREATION OF ANY CORPORATION OF WHICH THE CORPORATION OR A FOUNDATION SUBSIDIARY IS THE SOLE OR CONTROLLING MEMBER OR SOLE OR CONTROLLING SHAREHOLDER; THE MERGER OR CONSOLIDATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY WITH ANOTHER CORPORATION; AND THE REORGANIZATION, LIQUIDATION OR DISSOLUTION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (VIII) APPROVAL OF LOANS BY THE CORPORATION OR ANY FOUNDATION SUBSIDIARY, OR THE INCURRING OF ANY INDEBTEDNESS, SECURED OR UNSECURED, WHICH EXCEEDS FIFTY THOUSAND DOLLARS ($50,000) OR WHICH HAS A TERM LONGER THAN ONE YEAR; (IX) APPROVAL OF UNBUDGETED EXPENDITURES IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000) OR ANY INCREASE IN ANY APPROVED ANNUAL OPERATING OR CAPITAL BUDGET; (X) APPROVAL OF ANY AGREEMENT OR TRANSACTION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY INVOLVING AN AMOUNT GREATER THAN TWO HUNDRED THOUSAND DOLLARS ($200,000), OTHER THAN AN AGREEMENT RELATING TO THE DONATION OF FUNDS TO THE CORPORATION OR A FOUNDATION SUBSIDIARY, WITH ANOTHER INDIVIDUAL OR ENTITY, PROVIDED THAT ANY UNBUDGETED TRANSFER OF FUNDS IN EXCESS OF THE AGGREGATE AMOUNT OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) PER FISCAL YEAR BY GRANT, GIFT OR SIMILAR ARRANGEMENT FROM THE CORPORATION TO ANY ENTITY NOT AFFILIATED WITH THE MEMBER MUST ALSO BE APPROVED BY THE MEMBER; (XI) APPROVAL OF THE AFFILIATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY WITH ANY OTHER ENTITY FOR THE PURPOSES OF THE JOINT CONDUCT OF BUSINESS OR OTHER PURPOSES, WHETHER IN THE FORM OF PARTICIPATION IN SAID ENTITY THROUGH THE HOLDING OF STOCK OR BY MEMBERSHIP OR IN THE FORM OF PARTNERSHIP, JOINT VENTURE, CO-TENANCY OR ANY OTHER FORM OF OWNERSHIP OR CONTROL; (XII) CREATION OF ANY COMMITTEE WHICH SHALL HAVE THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OR ON BEHALF OF ANY FOUNDATION SUBSIDIARY; (XIII) APPROVAL OF ANY CONVEYANCE OF, OR THE GRANTING OF MORTGAGES OR TRUSTS ON ANY REAL PROPERTY ASSETS OF THE CORPORATION OR OF ANY FOUNDATION SUBSIDIARY; AND (XIV) APPROVAL OF THE STRATEGIC PLAN OF THE CORPORATION AND OF ANY FOUNDATION SUBSIDIARY. FORM 990, PART VI, SECTION B, LINE 11B 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, SECTION B, LINE 12 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, SECTION B, LINE 15 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 +30% 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 75TH 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, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY & FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VI, LINES 12A, 13 &14 THE POLICIES EXIST AT THE PARENT LEVEL, WHICH ARE FOLLOWED BY EACH ENTITY AND ARE APPROVED BY THE PARENT BOARD, BUT NOT EACH INDIVIDUAL BOARD. THIS EXCLUDES THE RECORD RETENTION POLICY, WHICH IS APPROVED ONLY BY THE PARENT AUDIT COMMITTEE. FORM 990, PART VII ADDITIONAL INFORMATION FOR THOSE OFFICERS AND KEY EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEED THIS AMOUNT. NOTE: 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 XI, LINE 9: ASSET TRANSFER TO NHA -99,774. CHANGE IN PLEDGE DISCOUNT -590,406. CHANGE IN PLEDGE ALLOWANCE -3,159,778. GARDINER TRUST HOLDINGS LLC 34 MAPLE STREET NORWALK CT 06856 222577707 INVESTMENTS CT -1286 NORWALK HOSPITAL FOUNDATION WATERFOWLHOLDINGS LLC 34 MAPLE STREET NORWALK CT 06856 222577707 INVESTMENTS CT NORWALK HOSPITAL FOUNDATION GBG MITIGATION HOLDINGS LLC 34 MAPLE STREET NORWALK CT 06856 222577707 INVESTMENTS CT NORWALK HOSPITAL FOUNDATION JWG HOLDINGS LLC 34 MAPLE STREET NORWALK CT 06856 222577707 INVESTMENTS CT NORWALK HOSPITAL FOUNDATION PINE PASTURE HOLDINGS LLC 34 MAPLE STREET NORWALK CT 06856 222577707 INVESTMENTS CT NORWALK HOSPITAL FOUNDATION TURNERS BAY HOLDINGS LLC 34 MAPLE STREET NORWALK CT 06856 222577707 INVESTMENTS CT NORWALK HOSPITAL FOUNDATION ALAMO AMBULANCE SERVICES INC 45 READE PLACE POUGHKEEPSIE NY 12601 141745417 TRANSPORTATION NY 501(C)(3) 12, TYPE III-FI HQ 1 DANBURY HOSP & NEW MILFORD HOSP FDN INC 24 HOSPITAL AVENUE DANBURY CT 06810 237425557 FUNDRAISING CT 501(C)(3) 7 WCHN 1 DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 ACUTE CARE CT 501(C)(3) 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MALPRACTICE CJ N/A C 0 SWC CORPORATION 24 STEVENS STREET NORWALK CT 06850 222577718 PHARMACY CT N/A C 0 TACONIC IPA INC 45 READE PLACE POUGHKEEPSIE NY 12601 223007320 MEDICAL CARE NY N/A C 0 VASSAR HQ MED PRACTICE OF CT INC 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT N/A C 0 0 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 0 0 DANBURY & NEW MILFORD HOSPITAL FOUNDATION M 3646111 COST DANBURY & NEW MILFORD HOSPITAL FOUNDATION L 3150284 COST NORWALK HOSPITAL ASSOCIATION Q 100794 COST NORWALK HOSPITAL ASSOCIATION M 2723937 COST NORWALK HOSPITAL ASSOCIATION B 1964700 COST NUVANCE HEALTH MEDICAL PRACTICE CT INC B 514801 COST NUVANCE HEALTH MEDICAL PRACTICE CT INC M 252470 COST WESTERN CONNECTICUT HEALTH NETWORK INC B 175593 COST WESTERN CONNECTICUT HEALTH NETWORK INC M 341821 COST WESTERN CONNECTICUT HEALTH NETWORK INC P 202110 COST NUVANCE HEALTH M 92155 COST DANBURY HOSPITAL B 302540 COST NORWALK HOSPITAL FOUNDATION, EIN: 22-2577707 ("TAXPAYER") IS FILING THIS STATEMENT WITH ITS DELINQUENT FORM 990 (RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX) FOR THE TAXABLE YEAR ENDED SEPTEMBER 30, 2021 ("2020 TAXABLE YEAR") IN ACCORDANCE WITH THE FORM 990 INSTRUCTIONS.THE TAXPAYER IS A MEMBER OF THE NUVANCE HEALTH SYSTEM ("NUVANCE"). NUVANCE WAS FORMED IN APRIL 2019 FROM THE MERGER OF TWO SMALLER HEALTH SYSTEMS, HEALTH QUEST ("HQ") AND WESTERN CONNECTICUT HEALTH NETWORK ("WCHN"). THE COMBINED SYSTEM PROVIDES PRIMARY AND SPECIALTY CARE TO THE COMMUNITIES IN WESTERN CONNECTICUT AND THE HUDSON VALLEY. AS A RESULT OF THE MERGER, MANY KEY PERSONNEL WHO WERE RESPONSIBLE FOR TAX AND FINANCIAL REPORTING LEFT THE NUVANCE SYSTEM, LEAVING ITS TAX AND FINANCIAL DEPARTMENTS UNDERSTAFFED AND UNABLE TO MANAGE THE EXTENSIVE INFORMATION GATHERING REQUIRED TO FILE COMPLETE AND ACCURATE RETURNS TIMELY. DUE TO THE STAFF SHORTAGE, MANY OF THE ADMINISTRATIVE FUNCTIONS OF THE ORGANIZATION WERE DELAYED, INCLUDING THE ISSUANCE OF FINANCIAL STATEMENTS FOR FY20 WHICH OCCURRED ON JUNE 30, 2021, RESPECTIVELY, AND THE FILING OF TAX RETURNS FOR THE FISCAL YEARS ENDED 9/30/20 AND 9/30/21. IN ADDITION TO THE ORGANIZATIONAL CHALLENGES ASSOCIATED WITH THE MERGER, NUVANCE AND THE TAXPAYER WERE SIGNIFICANTLY IMPACTED, AS MANY HEALTH PROVIDERS WERE, BY THE COVID-19 PANDEMIC. RIGHTFULLY SO, THE FOCUS OF NUVANCE AND THE TAXPAYER WAS LOCKED INTO NAVIGATING THE PANDEMIC AND CARING FOR THE HEALTH NEEDS OF THE LOCAL COMMUNITIES AND ITS EMPLOYEES.TO DATE, NUVANCE AND THE TAXPAYER HAVE HIRED ADDITIONAL STAFF IN ITS ACCOUNTING DEPARTMENT, TIMELY ISSUED ITS FISCAL YEAR 2021 FINANCIAL STATEMENTS AND HAVE BEEN WORKING TO FILE ANY PAST DUE TAX RETURNS. UNDERSTANDING AND ATTEMPTING TO MEET ITS U.S. TAX FILING OBLIGATIONS, THE TAXPAYER ENGAGED QUALIFIED AND EXPERIENCED THIRD-PARTY TAX ADVISORS TO HELP MEET ITS FILING REQUIREMENTS BY PREPARING THE TAXPAYER'S RETURNS. EVEN WITH THE THIRD-PARTY ASSISTANCE AND DESPITE ITS BEST EFFORTS, THE TAXPAYER STILL WAS NOT ABLE TO TIMELY FILE ITS 2020 TAX RETURN. TO DATE, THE TAXPAYER HAS MADE REASONABLE EFFORTS TO FILE ITS FORM 990 FOR THE YEAR ENDED 9/30/21 AS QUICKLY AS POSSIBLE.TO ENSURE THAT THE FAILURE TO TIMELY FILE THE RETURNS DOES NOT OCCUR AGAIN IN THE FUTURE, NUVANCE AND THE TAXPAYER INTEND TO CONTINUE ENGAGING THIRD PARTY PREPARERS TO PREPARE AND FILE RETURNS ON THEIR BEHALF, IN ADDITION TO HIRING ADDITIONAL PERSONNEL WHO AS PART OF THEIR RESPONSIBILITIES, WILL BE MONITORING TAX FILING COMPLIANCE ON A CONSISTENT BASIS.