2023-05-12T14:13:27-05:00 2022-06-30 134008324 PRICEWATERHOUSECOOPERS LLP 655 NEW YORK AVENUE NW - SUITE 1100 WASHINGTON DC 20001 990 2021-07-01 231352573 VNA HOME HEALTH SERVICES VNAH 7178513055 PO BOX 2767 YORK PA 174052767 LAURA BUCZKOWSKI EXECUTIVE VP & CFO 7178513055 2023-05-12 1 LAURA BUCZKOWSKI 999009999 TRAVIS L PATTON P00369623 2024141000 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z ROXANNA GAPSTUR PO BOX 2767 YORK PA 174052767 49198309 0 X WWW.WELLSPAN.ORG X 1911 PA VNA HOME HEALTH SERVICES PROVIDES PART-TIME, SKILLED, INTERMITTENT HOME HEALTH SERVICES THAT HAVE BEEN ORDERED BY A PHYSICIAN AND ARE MEDICALLY NECESSARY TO THE TREATMENT OF AN ILLNESS OR INJURY. VNA HOME HEALTH SERVICES OFFERS A WIDE RANGE OF SERVICES INCLUDING SKILLED NURSING CARE; HOME HEALTH AIDES; PHYSICAL, OCCUPATIONAL AND SPEECH THERAPY; IV THERAPY; WOUND AND OSTOMY CARE; PHLEBOTOMY SERVICES AND MORE. 16 6 334 7 0 0 2668720 866254 30584655 30924511 1004720 2857191 50 3118 34258145 34651074 0 0 0 0 27436238 30424023 0 0 0 4672124 4605574 32108362 35029597 2149783 -378523 63085479 55205704 6382245 8104573 56703234 47101131 X VNA HOME HEALTH SERVICES PROVIDES PART-TIME, SKILLED, INTERMITTENT HOME HEALTH SERVICES THAT HAVE BEEN ORDERED BY A PHYSICIAN AND ARE MEDICALLY NECESSARY TO THE TREATMENT OF AN ILLNESS OR INJURY. VNA HOME HEALTH SERVICES OFFERS A WIDE RANGE OF SERVICES INCLUDING SKILLED NURSING CARE; HOME HEALTH AIDES; PHYSICAL, OCCUPATIONAL AND SPEECH THERAPY; IV THERAPY; WOUND AND OSTOMY CARE; PHLEBOTOMY SERVICES AND MORE. 0 0 33022154 0 30924511 TO PROVIDE MEDICALLY SUPERVISED SKILLED NURSING CARE; PHYSICAL, SPEECH AND OCCUPATIONAL THERAPY; MEDICAL SOCIAL SERVICES TO PEOPLE IN THEIR HOMES, FOR PATIENTS WITH ACUTE OR CHRONIC ILLNESS, REGARDLESS OF PATIENT'S ABILITY TO PAY. SEE WELLSPAN HEALTH - 2022 COMMUNITY BENEFIT REPORT LOCATED AT HTTPS://WWW.WELLSPAN.ORG/ABOUT/WELLSPAN-IN-THE-COMMUNITY/2022-COMMUNITY-BENEFIT-REPORT/ 33022154 1 1 0 0 0 0 0 0 0 1 1 1 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 334 1 0 0 0 0 0 0 0 0 0 0 0 0 X 16 6 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 0 PA X DAVID RIZZUTO 7178513055 3350 WHITEFORD ROAD YORK PA 174029081 AMIR TABATABAI MD VICE CHAIR 1.00 X 0 0 0 DAVID GASPERACK DO DIRECTOR 1.00 40.00 X 0 435452 65466 DAVID HOFFMAN DO DIRECTOR 1.00 X 0 0 0 DOUGLAS EYER MD DIRECTOR 1.00 X 0 0 0 GATTU RAO MD DIRECTOR 1.00 40.00 X 0 210358 55974 HOWARD MIRSKY DIRECTOR 1.00 X 0 0 0 JOHN KLINEDINST DIRECTOR 1.00 X 0 0 0 KEVIN MCCULLUM MD CHAIRMAN 1.00 40.00 X 0 854979 48589 LAURA BUCZKOWSKI EXECUTIVE VP & CFO WELLSPAN HEALTH 1.00 40.00 X X 0 840750 68808 MEG FIGADORE MD DIRECTOR 1.00 40.00 X 0 445737 62107 PHILIP NICHOLSON VICE PRESIDENT 1.00 40.00 X X 0 620491 73023 RICHARD BROWN DIRECTOR 1.00 X 0 0 0 RICKY HEATH MD DIRECTOR 1.00 40.00 X 0 290185 38486 ROXANNA GAPSTUR PRESIDENT & CEO - WELLSPAN HEALTH 1.00 40.00 X X 0 2170321 83138 SANDRA BENNIS VICE PRESIDENT - HOME CARE 40.00 X X 91278 0 57495 TONY AQUILINA EXECUTIVE VP & CHIEF PHYSICIAN EXECUTIVE 1.00 40.00 X X 0 1055531 69823 KIMBERLY YINGER NURSING OPERATIONS DIRECTOR 40.00 X 153673 0 48621 ANISIA BEATTY CLINCAL SUPERVISOR - PHYSICAL THERAPY 40.00 X 128063 0 17496 CYNTHIA D CZARNECKI SENIOR BRANCH MANAGER 40.00 X 129132 0 46019 JILL LEWIS CLINICAL SUPERVISOR - HOSPICE HOME HEALTH 40.00 X 129215 0 50450 KEVIN MALONEY DIRECTOR - CLINICAL OPERATIONS 40.00 X 141892 0 49149 ROBIN MORRIS-SWOPE PHYSICAL THERAPIST 40.00 0.00 X 130276 0 46070 MICHAEL O'CONNOR FORMER WELLSPAN HEALTH SR VP & CFO 1.00 40.00 X 0 833772 27389 903529 7757576 908103 50 1 1 0 HEALTHTRUST WORKFORCE SOLUTIONS 6565 N MACARTHUR BLVD STE 325 IRVING TX 750392475 STAFFING SERVICES 589165 WELLSKY CORPORATION 11700 PLAZA AMERICA DRIVE RESTON VA 20190 HEALTHCARE SERVICES 356587 2 135676 726309 4269 866254 HOME HEALTH CARE 621610 30924511 30924511 30924511 539791 539791 16864635 14547235 2317400 2317400 2317400 FEDERAL INCOME TAX REF 900001 3000 3000 OTHER INCOME 900099 118 118 3118 34651074 30924511 0 2860309 351067 351067 21706140 21229344 476796 1280209 1259293 20916 5447922 5350245 97677 1638685 1584805 53880 666340 666340 12370 12370 1252377 1179113 73264 105551 104543 1008 207471 201613 5858 322859 262443 60416 989622 985959 3663 10878 9644 1234 241995 85202 156793 194536 194536 MEDICAL SUPPLIES 436993 436993 BAD DEBT 74962 74962 DUES AND SUBSCRIPTIONS 52331 48285 4046 REPAIRS AND MAINTENANCE 32740 10844 21896 4549 4330 219 35029597 33022154 2007443 0 4107069 3801136 4489125 5279083 74727 24030 907269 874590 365642 32679 42244375 36832923 7745357 4655920 1554842 4059184 3025091 63085479 55205704 2218065 3018064 430758 1078090 3733422 4008419 6382245 8104573 X 46812039 38816875 9891195 8284256 56703234 47101131 63085479 55205704 -378523 -9223580 0 X 0 1 X 1 0 X 230553 281840 1128006 2668720 866254 5175373 23697070 26130715 27342703 30584655 30924511 138679654 23927623 26412555 28470709 33253375 31790765 143855027 0 0 0 143855027 639143 678714 573240 326105 539791 2756993 639143 678714 573240 326105 539791 2756993 -34811 1250 240 50 3118 -30153 24531955 27092519 29044189 33579530 32333674 146581867 0.98140 0.97110 0.01880 0.02840 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2017 AMOUNT: $ -34,811. 2018 AMOUNT: $ 1,250. 2019 AMOUNT: $ 240. 2020 AMOUNT: $ 50. 2021 AMOUNT: $ 118. FEDERAL INCOME TAX REFUND - 2021 AMOUNT: $ 3,000. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 9891196 -1596981 9959 8284256 8021242 12897 1875687 18630 9891196 8078909 3025 -56401 4292 8021241 8077304 3120 5967 7482 8078909 7815487 2070 276182 16435 8077304 0.00000 0.76580 0.23420 1 0 322204 309772 12432 585065 564818 20247 32679 ABSOLUTE RETURN LTD PARTNERS 117040 F REAL ESTATE LTD PARTNERS 1682836 F PRIVATE EQUITY LTD PARTNERS 2856044 F 4655920 BENEFICIAL INTEREST TRUST 3025091 3025091 INTERCOMPANY PAYABLE 2394112 NOTE PAYABLE - WRRRG 59465 LEASE PAYABLE 1554842 4008419 X 26959472 -9223580 -74962 -9298542 36258014 -1606940 -1606940 34651074 34954635 0 34954635 74962 74962 35029597 PART V, LINE 4: THE FUNDS WERE USED TO IMPROVE THE HEALTH AND WELFARE OF THE RESIDENTS OF YORK AND ADAMS COUNTIES OF PENNSYLVANIA. PART X, LINE 2: IN JUNE 2006, THE FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) ISSUED INTERPRETATION NO. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES-AN INTERPRETATION OF FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES (FIN 48), WHICH CREATES A SINGLE MODEL TO ADDRESS UNCERTAINTY IN TAX POSITIONS AND CLARIFIES THE ACCOUNTING FOR INCOME TAXES BY PRESCRIBING THE MINIMUM RECOGNITION THRESHOLD A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. UNDER THE REQUIREMENTS OF FIN 48, TAX-EXEMPT ORGANIZATIONS COULD NOW BE REQUIRED TO RECORD AN OBLIGATION AS THE RESULT OF A TAX POSITION THEY HAVE HISTORICALLY TAKEN OR VARIOUS TAX EXPOSURE ITEMS. PRIOR TO FIN 48, THE DETERMINATION OF WHEN TO RECORD A LIABILITY FOR TAX EXPOSURE WAS BASED ON WHETHER A LIABILITY WAS CONSIDERED PROBABLE AND REASONABLY ESTIMABLE IN ACCORDANCE WITH SFAS NO.5, ACCOUNTING FOR CONTINGENCIES. ON JULY 1, 2007, THE PARENT COMPANY, WELLSPAN HEALTH, ADOPTED FIN 48. WELLSPAN HEALTH DETERMINED THAT IT DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THROUGH JUNE 30, 2022. PART XI, LINE 2D - OTHER ADJUSTMENTS: BAD DEBT -74,962. PART XI, LINE 4B - OTHER ADJUSTMENTS: NET ASSET ACTIVITY -1,606,940. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT 74,962. X X X X 0 1 0 0 0 0 0 0 0 ROXANNA GAPSTUR PRESIDENT & CEO - WELLSPAN HEALTH 0 1345021 0 825300 0 0 0 12765 0 70373 0 2253459 0 0 TONY AQUILINA EXECUTIVE VP & CHIEF PHYSICIAN EXECU 0 729271 0 326250 0 10 0 15615 0 54208 0 1125354 0 0 LAURA BUCZKOWSKI EXECUTIVE VP & CFO WELLSPAN HEALTH 0 653090 0 187650 0 10 0 15722 0 53086 0 909558 0 0 KEVIN MCCULLUM MD CHAIRMAN 0 794099 0 60880 0 0 0 3666 0 44923 0 903568 0 0 MICHAEL O'CONNOR FORMER WELLSPAN HEALTH SR VP & CFO 0 94517 0 400546 0 338709 0 3492 0 23897 0 861161 0 256622 PHILIP NICHOLSON VICE PRESIDENT 0 414997 0 187267 0 18227 0 22931 0 50092 0 693514 0 0 MEG FIGADORE MD DIRECTOR 0 396957 0 48526 0 254 0 15714 0 46393 0 507844 0 0 DAVID GASPERACK DO DIRECTOR 0 328957 0 92150 0 14345 0 16340 0 49126 0 500918 0 0 RICKY HEATH MD DIRECTOR 0 224721 0 65464 0 0 0 9579 0 28907 0 328671 0 0 GATTU RAO MD DIRECTOR 0 176805 0 33478 0 75 0 12085 0 43889 0 266332 0 0 KIMBERLY YINGER NURSING OPERATIONS DIRECTOR 138204 0 13998 0 1471 0 8770 0 39851 0 202294 0 0 0 KEVIN MALONEY DIRECTOR - CLINICAL OPERATIONS 138416 0 0 0 3476 0 8293 0 40856 0 191041 0 0 0 JILL LEWIS CLINICAL SUPERVISOR - HOSPICE HOME H 122868 0 1100 0 5247 0 15329 0 35121 0 179665 0 0 0 ROBIN MORRIS-SWOPE PHYSICAL THERAPIST 106076 0 19620 0 4580 0 10219 0 35851 0 176346 0 0 0 CYNTHIA D CZARNECKI SENIOR BRANCH MANAGER 112028 0 12170 0 4934 0 7487 0 38532 0 175151 0 0 0 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 2021, THERE WERE NO DISTRIBUTIONS FROM THE SERP. 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. 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). FORM 990, PART VI, SECTION A, LINE 6 WELLSPAN SURGERY & REHABILITATION HOSPITAL, A NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF VNA HOME HEALTH SERVICES. WELLSPAN HEALTH, A NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF WELLSPAN SURGERY & REHABILITATION HOSPITAL. 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). FORM 990, PART VI, SECTION A, LINE 7B 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 15B 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. APPLE HILL SURGICAL CENTER INC PO BOX 2767 YORK PA 174052767 222842253 SOLE GP IN LP. 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FOUNDATION PO BOX 2767 YORK PA 174052767 232251358 FUNDRAISING FOR GETTYSBURG HOSPITAL PA 501(C)(3) 12 TYPE I GETTYSBURG HOSPITAL 0 GOOD SAMARITAN HEALTH SERVICES FOUNDATION OF LEBANON PA PO BOX 2767 YORK PA 174052767 232356151 FUNDRAISING FOR THE GOOD SAMARITAN HOSPITAL OF LEBANON PENNSYLVANIA PA 501(C)(3) 12 TYPE 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_ORGANIZATION 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) 12 TYPE I WELLSPAN HEALTH CARE SERVICES 0 PHILHAVEN PO BOX 2767 YORK PA 174052767 231549922 HEALTH CARE SERVICES PA 501(C)(3) LINE_3_HOSPITAL_COOP WELLSPAN HEALTH 0 SUMMIT HEALTH FOUNDATION PO BOX 2767 YORK PA 174052767 831196554 FUNDRAISING FOR HEALTH CARE SYSTEM PA 501(C)(3) 12 TYPE II WELLSPAN SUMMIT HEALTH 0 SUMMIT PHYSICIAN SERVICES PO BOX 2767 YORK PA 174052767 251716306 MEDICAL AND SURGICAL CARE PA 501(C)(3) LINE_3_HOSPITAL_COOP 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_HOSPITAL_COOP WELLSPAN HEALTH 0 VNA COMMUNITY SERVICES PO BOX 2767 YORK PA 174052767 232338591 HOME PERSONAL CARE SERVICES FOR ELDERLY AND DISABLED PA 501(C)(3) LINE_10_ORGANIZATION WELLSPAN SURGERY & REHABILITATION HOSPITAL 0 WAYNESBORO HOSPITAL PO BOX 2767 YORK PA 174052767 231360854 HEALTH CARE SERVICES PA 501(C)(3) LINE_3_HOSPITAL_COOP WELLSPAN SUMMIT HEALTH 0 WELLSPAN HEALTH PO BOX 2767 YORK PA 174052767 222517863 INTEGRATED HEALTH SYSTEM PA 501(C)(3) 12 TYPE III N/A 0 WELLSPAN HEALTH CARE SERVICES PO BOX 2767 YORK PA 174052767 232400237 HEALTH CARE SERVICES PA 501(C)(3) 12 TYPE II WELLSPAN HEALTH 0 WELLSPAN MEDICAL GROUP PO BOX 2767 YORK PA 174052767 232730785 MEDICAL AND SURGICAL CARE PA 501(C)(3) LINE_10_ORGANIZATION WELLSPAN HEALTH 0 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