2023-08-16T04:00:22+00:00 2022-09-30 346565596 ERNST & YOUNG US LLP 221 EAST 4TH STREET CINCINNATI OH 45202 990 2021-10-01 061137531 Nuvance Health Medical Practice CT Inc NUVA 2037397000 100 Reserve Road Danbury CT 06810 DANIEL DEBARBA CFO & TREASURER 2037397000 2023-08-16 true DANIEL DEBARBA 999009999 JULIA WIETHORN P01705564 5136121400 2023-08-15 2021 2023-04-26 12:10:37Z daniel debarba 100 Reserve Road Danbury CT 06810 352148695 false X www.nuvancehealth.org X 1985 CT TO PROVIDE SAFE, INNOVATIVE, CONVENIENT AND COORDINATED PRIMARY AND SPECIALTY HEALTH CARE IN THE COMMUNITIES WE SERVE AND STRIVE TO BE AWARE OF AND RESPOND TO OUR PATIENTS NEEDS. 14 0 1665 8 579000 0 756754 1113389 175404714 344254597 2000 0 155582104 6780709 331745572 352148695 0 0 0 0 259688514 281092010 0 0 0 70013156 76743599 329701670 357835609 2043902 -5686914 186538535 186188493 181030069 186366941 5508466 -178448 BECOME THE PARTNER-IN-HEALTH FOR THE PEOPLE THROUGHOUT THE CORE REGIONS OF WESTERN CONNECTICUT AND THE HUDSON VALLEY OF NEW YORK THROUGH THE EFFICIENT DELIVERY OF EXCELLENT, INNOVATIVE AND COMPASSIONATE CARE. false false 345354549 0 350205417 NUVANCE HEALTH MEDICAL PRACTICE CT (NHMP CT) PROVIDES VARIOUS PRIMARY CARE AND SUB-SPECIALTY SERVICES INCLUDING FAMILY MEDICINE, INTERNAL MEDICINE, PEDIATRICS, SURGICAL SERVICES, CARDIOLOGY, PULMONOLOGY, GASTROENTEROLOGY, RHEUMATOLOGY, PHYSICAL MEDICINE, ENDOCRINOLOGY, INFECTIOUS DISEASES, NEPHROLOGY, BREAST SURGERY, ONCOLOGY, BARIATRIC SURGERY, NEUROLOGY, SLEEP MEDICINE, OBSTETRICS AND GYNECOLOGY, BEHAVIORAL HEALTH, AND PALLIATIVE MEDICINE. NHMP CT ALSO PROVIDES VARIOUS HOSPITAL BASED SERVICES SUCH AS ANESTHESIOLOGY HOSPITAL MEDICINE AND EMERGENCY MEDICINE. NHMP CT SERVICES DANBURY AND NORWALK, AS WELL AS THE SURROUNDING TOWNS. THERE ARE APPROXIMATELY 56 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT. 166,827 PATIENTS DURING FISCAL YEAR 2022 768,416 VISITS DURING FISCAL YEAR 2022 $6,300,375 - CHARITY CARE DURING FISCAL YEAR 2022 NHMP CT SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, NUVANCE HEALTH, AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. 345354549 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 95 0 true 1665 true true true false false false false false false false false false false false X 14 0 false false false false true true true true true false false true true true true true true false true false NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 CHRISTOPHER M LEHRACH MD DIRECTOR/PRESIDENT/CHIEF PHYSICIAN EXECUTIVE 14.0 36.0 X X 0 958654 129231 PATRICK BRODERICK MD CHAIRMAN 44.0 6.0 X X 627594 21260 62562 SHANTALA SONNAD MD VICE CHAIRMAN 3.0 43.0 X X 0 180692 47731 AARTI CAMPO DIRECTOR (FROM 11/8) 2.0 42.0 X 0 814934 60770 AMBER MITCHELL MD DIRECTOR 2.0 42.0 X 0 718894 20872 CHARLES HERRICK MD DIRECTOR 42.0 2.0 X 681986 0 58888 CORNELIUS FERREIRA MD DIRECTOR 2.0 44.0 X 0 659668 34472 CRAIG SERIN MD DIRECTOR 42.0 2.0 X 422763 0 21610 DANIEL CRUSER MD DIRECTOR 2.0 42.0 X 0 717308 58473 JAMES NITZKORSKI MD DIRECTOR 2.0 42.0 X 0 661080 53332 LORRAINE ALLEGRO-SKINNER MD DIRECTOR 2.0 42.0 X 0 290699 59394 PAUL FIEDLER MD DIRECTOR 42.0 2.0 X 428694 0 61421 STEVEN GORELICK MD DIRECTOR 42.0 2.0 X 807711 0 46280 THOMAS KOOBATIAN MD DIRECTOR 22.0 22.0 X 510640 0 57732 CAROLYN MCKENNA SECRETARY/CHIEF LEGAL OFFICER 2.0 48.0 X 0 721694 91469 DANIEL DEBARBA CHIEF FINANCIAL OFFICER (FROM 8/29) 2.0 48.0 X 0 0 0 STEVEN H ROSENBERG TREASURER/CFO (TO 8/29) 2.0 48.0 X 0 1287226 144768 DIMITRY ZILBERMAN PHYSICIAN 40.0 0 X 1211715 0 48921 FAIZ BHORA MD PHYSICIAN 38.0 2.0 X 985581 84182 35428 IRA D GALIN PHYSICIAN 40.0 0 X 995745 0 64902 LINUS T CHUANG NETWORK CHAIRMAN OB/GYN 40.0 0 X 1091944 0 47963 MARK K WARSHOFSKY MD SVP 20.0 20.0 X 1015616 0 65455 JEFFREY NICASTRO MD FORMER CMO 40.0 0 X 403665 0 6289 MARTIN J SERRINS FORMER CHAIRMAN; PHYSICIAN 42.0 2.0 X 354639 0 49281 9538293 7116291 1327244 580 true true false ASSOCIATED NEUROLOGISTS PC 79 Sand Pit Road Danbury CT 06810 medical office 3844600 INTERNAL MEDICINE ASSOCIATES OF WESTPORT PC 333 Post RD West Westport CT 06880 medical office 2224443 WOMENS HEALTH SERVICES 27 Hospital AVE Danbury CT 06810 medical office 641156 SCRIBEAMERICA PO Box 417756 Boston MA 02241 consulting firm 389775 B&B COMMERCIAL CLEANING SERVICES LLC 60 Newtown RD Danbury CT 06810 Cleaning Services 225044 8 1111389 2000 1113389 MEDICAL REVENUE 621110 166999630 166999630 0 0 AFFILIATE ADMIN/SUBSIDY REVENUE 621110 136388384 136388384 0 0 AFFILIATE REVENUE 621110 37539171 37539171 0 0 PAYER INCENTIVE DOLLAR 621110 1851113 1851113 0 0 STIMULUS REVENUE 900099 1476299 1476299 0 0 0 0 0 0 344254597 250889 0 250889 0 250889 0 0 250889 0 0 EMPLOYEE RETENTION CREDIT 900099 4610191 4610191 0 0 OFFICE PHYSICIAN SERVICE REVENUE 621110 1667552 1338552 329000 0 DAVITA OVERSIGHT DIALYSIS 621400 250000 0 250000 0 2077 2077 0 0 6529820 352148695 350205417 579000 250889 3827256 3702661 124595 0 430888 416861 14027 0 237687041 229949248 7737793 0 8556829 8278265 278564 0 19502187 18867302 634885 0 11087809 10726850 360959 0 21087 0 21087 0 348062 0 348062 0 631759 0 631759 0 1667 0 1667 0 30674438 29675846 998592 0 655443 634105 21338 0 2002779 1937579 65200 0 5630125 5446839 183286 0 15079557 14588649 490908 0 230253 222757 7496 0 197526 191096 6430 0 498918 498918 0 0 2657020 2570522 86498 0 7847201 7441734 405467 0 MEDICAL SUPPLIES 8349529 8349529 0 0 EQUIPMENT RENTAL AND MAINTENANCE 469486 454202 15284 0 LICENSES & DUES 1448749 1401586 47163 0 0 0 0 0 357835609 345354549 12481060 0 2819425 5539473 16812777 16824889 0 0 0 11250756 2525035 34396951 23486307 10002732 10910644 0 0 617988 594699 145034857 149793753 186538535 186188493 31997811 34080775 130150 130150 965778 1100761 0 147936330 151055255 181030069 186366941 X 5508466 -178448 5508466 -178448 186538535 186188493 -5686914 0 X false true X true true true X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 503888 322955 395423 756754 1113389 3092409 246590663 294250355 303807448 330431818 350205417 1525285701 0 0 0 247094551 294573310 304202871 331188572 351318806 1528378110 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1528378110 131688 365786 586227 590877 250889 1925467 470633 450656 453000 555000 579000 2508289 602321 816442 1039227 1145877 829889 4433756 0 0 0 0 0 0 0 247696872 295389752 305242098 332334449 352148695 1532811866 0.9971 0.997 0 0.003 X 0 0 0 0 0 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1432662 57751 1374911 11919373 4316019 7603354 20346926 19112537 1234389 697990 697990 10910644 OTHER ASSETS ROU ASSET-OPERATING (NET) 87551002 MALPRACTICE GROSS UP ASSET 31458794 457 PLAN ASSET 15619369 OTHER RECEIVABLES 5035448 PREPAID EXP CERNER 4556020 ROU ASSET-FINANCE (NET) 3589796 PREPAID EXP INFOR EXP 1355396 CASH VALUE LIFE INS 482335 SECURITY DEPOSIT 71615 DUE FROM RELATED PARTIES 58136 PREPAID EXP KRONOS 15842 149793753 OTHER LIABILITIES LEASE LIABILITY-OPERATING 86956455 MALPRACTICE GROSS UP LIABILITY 22361904 457 PLAN LIABILITY 15619369 DUE TO RELATED PARTIES 13226399 MALPR GROSS UP LIAB-CURRENT 9096890 LEASE LIABILITY-FINANCE 3610391 WCMG SHAREPOINT 183847 151055255 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote AS OF SEPTEMBER 30, 2022, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. X true true false true false false false false false true false PATRICK BRODERICK MD CHAIRMAN 486552 20405 115000 0 26042 855 30855 1045 29579 1083 688028 23388 0 0 CHRISTOPHER M LEHRACH MD DIRECTOR/PRESIDENT/CHIEF PHYSICIAN EXECUTIVE 0 628992 0 295901 0 33761 0 88823 0 40408 0 1087885 0 0 SHANTALA SONNAD MD VICE CHAIRMAN 0 175366 0 3000 0 2326 0 11285 0 36446 0 228423 0 0 LORRAINE ALLEGRO-SKINNER MD DIRECTOR 0 243574 0 40060 0 7065 0 18215 0 41179 0 350093 0 0 AARTI CAMPO DIRECTOR (FROM 11/8) 0 786657 0 27521 0 756 0 20676 0 40094 0 875704 0 0 DANIEL CRUSER MD DIRECTOR 0 552231 0 160000 0 5077 0 26000 0 32473 0 775781 0 0 CORNELIUS FERREIRA MD DIRECTOR 0 502512 0 150000 0 7156 0 14406 0 20066 0 694140 0 0 PAUL FIEDLER MD DIRECTOR 351559 0 54286 0 22849 0 20031 0 41390 0 490115 0 0 0 STEVEN GORELICK MD DIRECTOR 573642 0 207313 0 26756 0 21344 0 24936 0 853991 0 0 0 CHARLES HERRICK MD DIRECTOR 474133 0 140000 0 67853 0 21165 0 37723 0 740874 0 0 0 THOMAS KOOBATIAN MD DIRECTOR 388434 0 100000 0 22206 0 20284 0 37448 0 568372 0 0 0 AMBER MITCHELL MD DIRECTOR 0 646035 0 69881 0 2978 0 7798 0 13074 0 739766 0 0 JAMES NITZKORSKI MD DIRECTOR 0 575158 0 82728 0 3194 0 14919 0 38413 0 714412 0 0 CRAIG SERIN MD DIRECTOR 340465 0 78448 0 3850 0 19721 0 1889 0 444373 0 0 0 JEFFREY NICASTRO MD FORMER CMO 386572 0 0 0 17093 0 0 0 6289 0 409954 0 0 0 CAROLYN MCKENNA SECRETARY/CHIEF LEGAL OFFICER 0 557902 0 150000 0 13792 0 89553 0 1916 0 813163 0 0 STEVEN H ROSENBERG TREASURER/CFO (TO 8/29) 0 702249 0 532996 0 51981 0 128920 0 15848 0 1431994 0 0 MARTIN J SERRINS FORMER CHAIRMAN; PHYSICIAN 283405 0 43756 0 27478 0 22712 0 26569 0 403920 0 0 0 FAIZ BHORA MD PHYSICIAN 928716 84182 53748 0 3117 0 13359 1141 19789 1139 1018729 86462 0 0 LINUS T CHUANG NETWORK CHAIRMAN OB/GYN 937492 0 142500 0 11952 0 20769 0 27194 0 1139907 0 0 0 IRA D GALIN PHYSICIAN 745291 0 248441 0 2013 0 22094 0 42808 0 1060647 0 0 0 MARK K WARSHOFSKY MD SVP 778410 0 225000 0 12206 0 22938 0 42517 0 1081071 0 0 0 DIMITRY ZILBERMAN PHYSICIAN 671472 0 514299 0 25944 0 12269 0 36652 0 1260636 0 0 0 Schedule J, Part I, Line 1a Tax indemnification and gross-up payments FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDE GROSS-UP PAYMENTS FOR TAXABLE TRAVEL STIPEND: 1 DIRECTOR 1 FORMER EMPLOYEE Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation NUVANCE HEALTH MEDICAL PRACTICE CT, INC (NHMPCT) 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 OF 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 2021, THE AMOUNTS EARNED BY THE PARTICIPANTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (C) - RETIREMENT AND OTHER DEFERRED COMPENSATION. FOR CALENDAR YEAR 2021, AMOUNTS EARNED BY THE FOLLOWING KEY MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM WERE AS FOLLOWS: STEVEN H. ROSENBERG $106,440 CAROLYN MCKENNA $68,250 CHRISTOPHER LEHRACH, MD $88,823 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. THIS 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 *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 REQUIREMENTS, 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. BONUS/INCENTIVE COMPENSATION: NHMPCT PHYSICIANS ARE ELIGIBLE TO PARTICIPATE IN A PRODUCTION AND VALUE BASED INCENTIVE PLAN. NHMPCT SETS WRVU PRODUCTION TARGETS AND VALUE BASED METRICS ANNUALLY FOR EACH PHYSICIAN IN THE INCENTIVE PLAN. PHYSICIANS WHO'S ANNUAL PRODUCTION EXCEEDS WRVU TARGETS ESTABLISHED ARE ELIGIBLE TO ACCRUE INCENTIVE COMPENSATION AT A FIXED RATE PER WRVU FOR EACH WRVU IN EXCESS OF THEIR TARGET. INCENTIVE COMPENSATION IS PAID SEMI-ANNUALLY ONCE APPROVALS ARE OBTAINED FROM THE PHYSICIANS MEDICAL DIRECTOR AND CHAIRMAN. Form 990, Part VI, Line 14 THE POLICIES EXIST AT THE PARENT LEVEL, WHICH ARE FOLLOWED BY EACH ENTITY AND ARE APPROVED BY THE PARENT BOARD, BUT NOT THE BOARD OF NUVANCE HEALTH MEDICAL PRACTICE OF CT, INC. THIS EXCLUDES THE RECORD RETENTION POLICY, WHICH IS APPROVED ONLY BY THE PARENT AUDIT COMMITTEE. Form 990, Part VI, Line 6 Classes of members or stockholders EXPLANATION OF CLASSES OF MEMBERS OR SHAREHOLDER WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF NUVANCE HEALTH MEDICAL PRACTICE CT, INC. (F/K/A WESTERN CONNECTICUT MEDICAL GROUP, INC.). NUVANCE HEALTH IS THE SOLE MEMBER OF BOTH WESTERN CONNECTICUT HEALTH NETWORK, INC. AND HEALTH QUEST SYSTEMS, INC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body 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, Line 7b Decisions requiring approval by members or stockholders APPROVAL BY MEMBERS OR SHAREHOLDERS FUNDAMENTAL CHANGES ARE SUBJECT TO THE APPROVAL OF THE MEMBER (WESTERN CONNECTICUT HEALTH NETWORK, INC.), AND THE BOARD OF DIRECTORS, BY THE AFFIRMATIVE VOTE OF NO LESS THAN TWO-THIRDS OF ALL DIRECTORS PRESENT REQUIRED TO: (A) AMEND CERTIFICATE OF INCORPORATION, (B) TRANSFER SUBSTANTIALLY ALL THE CORPORATIONS ASSETS TO, OR MERGE THE CORPORATION, (C) SELL OR MORTGAGE SUBSTANTIALLY ALL THE CORPORATIONS ASSETS, OR (D) DISSOLVE THE CORPORATION. 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 15b Process to establish compensation of other employees 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 67.5TH 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. 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 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. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION, REPRESENTS BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. Form 990, Part VIII, Line 11d Other Miscellaneous Revenue PURCHASE DISCOUNT - Total Revenue: 2077, Related or Exempt Function Revenue: 2077, Unrelated Business Revenue: 0, Revenue Excluded from Tax Under Sections 512, 513, or 514: 0; Alamo Ambulance Service Inc 45 READE PLACE 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 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 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 06856 222577707 Fundraising CT 501(c)(3) 7 WCHN true Nuvance Health 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 Support/Management NY 501(c)(3) Type III-FI NA false Putnam Hospital Center 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 Inc 100 RESERVE ROAD DANBURY CT 06810 222594977 Support/Management CT 501(c)(3) Type II NUVANCE true New Milford MRI LLC 100 Reserve Road Danbury CT 06810 271877801 INACTIVE CT NA N/A 0 0 false false Norwalk Surgery Center LLC 40 CROSS STREET STE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT NA N/A 0 0 false false Western Connecticut Health Network Investments LLC 100 Reserve Road Danbury CT 06810 475523212 INVESTMENTS CT NA N/A 0 0 false false NUVANCE HEALTH INSURANCE COMPANY LTD 23 LIME TREE BAY PO BOX 105 GRAND CAYMAN CJ 980438151 MALPRACTICE CJ NA C Corporation 0 0 0 false SWC CORPORATION 24 Stevens Street Norwalk CT 06850 222577718 PHARMACY CT NA C Corporation 0 0 0 false TACONIC IPA INC 45 Reade Place Poughkeepsie NY 12601 223007320 MEDICAL CARE NY NA C Corporation 0 0 0 false Vassar Health Quest Medical Practice of Connecticut Inc 100 RESERVE ROAD DANBURY CT 06810 821466583 MEDICAL CARE CT NA C Corporation 0 0 0 false false false true false false false false false false true true true true false true true true false true Danbury Hospital & New Milford Hospital Foundation Inc C 891818 Cost Method THE DANBURY HOSPITAL K 3209233 Cost Method THE DANBURY HOSPITAL L 107871545 Cost Method THE DANBURY HOSPITAL M 217916 Cost Method THE DANBURY HOSPITAL P 33335474 Cost Method THE DANBURY HOSPITAL Q 2146661 Cost Method THE DANBURY HOSPITAL S 72944700 Cost Method HUDSON VALLEY CARDIOVASCULAR PRACTICE PC M 184000 Cost Method Northern Dutchess Hospital L 344724 Cost Method Northern Dutchess Hospital P 155277 Cost Method Northern Dutchess Hospital S 500000 Cost Method Norwalk Hospital Foundation C 219571 Cost Method Norwalk Hospital Foundation S 273519 Cost Method Nuvance Health L 1397052 Cost Method Nuvance Health M 25754602 Cost Method Nuvance Health P 14444548 Cost Method Nuvance Health Q 77786 Cost Method Nuvance Health Medical Practice PC M 2515898 Cost Method Nuvance Health Medical Practice PC O 289591 Cost Method Nuvance Health Medical Practice PC P 2226307 Cost Method Putnam Hospital Center L 430331 Cost Method Putnam Hospital Center S 400000 Cost Method VASSAR HEALTH CONNECTICUT INC L 333650 Cost Method VASSAR HEALTH CONNECTICUT INC Q 328924 Cost Method VASSAR HEALTH CONNECTICUT INC S 100000 Cost Method The Norwalk Hospital Association K 2588190 Cost Method The Norwalk Hospital Association L 64368206 Cost Method The Norwalk Hospital Association P 911139 Cost Method The Norwalk Hospital Association Q 696782 Cost Method The Norwalk Hospital Association S 62023254 Cost Method Vassar Brothers Medical Center L 1631416 Cost Method Vassar Brothers Medical Center S 1628108 Cost Method Western Connecticut Health Network Affiliates INC J 130169 Cost Method Western Connecticut Health Network Affiliates INC P 76078 Cost Method Western Connecticut Health Network Affiliates INC Q 54091 Cost Method Western Connecticut Health Network INC J 195623 Cost Method Western Connecticut Health Network INC L 72238 Cost Method Western Connecticut Health Network INC M 4067170 Cost Method Western Connecticut Health Network INC P 3457972 Cost Method Western CONNECTICUT Health Network PHO P 207750 Cost Method