2023-08-16T01:14:23-05:00 2021-09-30 346565596 ERNST & YOUNG US LLP 7676 FORSYTH BLVD STE 2600 CLAYTON MO 63105 990 2020-10-01 061137531 NUVANCE HEALTH MEDICAL PRACTICE CT INC NUVA 2037397000 100 RESERVE ROAD DANBURY CT 06810 DANIEL DEBARBA CFO & TREASURER 2037397000 2023-08-16 1 DANIEL DEBARBA 999009999 STEPHANIE A MCCARTHY P01805699 3142901000 3 AAL1 IAL1 2020 2023-04-26 12:10:37Z 100 RESERVE ROAD DANBURY CT 06810 332334449 0 X WWW.NUVANCEHEALTH.ORG X 1985 CT TO 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, INNOVATE AND COMPASSIONATE CARE. 13 0 1689 1 555000 0 395423 756754 141715976 175404714 562 2000 162544472 155582104 304656433 331745572 0 0 0 0 250599216 259688514 0 0 0 62804157 70013156 313403373 329701670 -8746940 2043902 83437968 186538535 75828227 181030069 7609741 5508466 X 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. 0 0 83505149 0 65618025 SEE SCHEDULE O 79141536 0 66341589 SEE SCHEDULE O 42248499 0 33960555 SEE SCHEDULE O 115106818 0 164511649 ALL OTHER PROGRAM SERVICES INCLUDE SURGERY, ONCOLOGY, PSYCHOLOGY, OBSTETRICS AND GYNECOLOGY, PAIN MANAGEMENT, ADMINISTRATION AND OVERHEAD. 115106818 0 164511649 320002002 1 1 0 0 0 0 0 0 0 0 1 0 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 1 1 0 0 1 106 0 1 1689 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 13 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 0 1 0 NY X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X MARTIN SERRINS MD CHAIRMAN (TO 12/31) 40.00 0.00 X X 382105 0 54398 PAUL FIEDLER MD DIRECTOR 40.00 0.00 X 602116 0 53121 PATRICIA TIETJEN MD DIRECTOR (TO 12/31) 40.00 0.00 X 700346 0 46107 PATRICK B BRODERICK MD CHAIRMAN (FROM 01/01) 38.00 2.00 X X 560197 22305 58699 CHARLES HERRICK VICE CHAIRMAN (TO 12/31); DIRECTOR 40.00 0.00 X X 531782 0 56492 THOMAS KOOBATIAN MD DIRECTOR 40.00 0.00 X 466804 0 56679 JAMES MCCLANE MD DIRECTOR (TO 12/31) 40.00 0.00 X 403509 0 48279 CRAIG SERIN MD DIRECTOR 40.00 0.00 X 448900 0 15365 CHRISTOPHER M LEHRACH MD PRESIDENT/CHIEF PHYSICIAN EXECUTIVE 1.00 40.00 X X 0 765443 37335 KAREN TARBELL MD DIRECTOR (TO 12/31) 40.00 0.00 X 252479 0 55059 LEWIS BERMAN MD DIRECTOR (TO 12/31) 0.50 0.00 X 0 0 0 SHANTALA SONNAD MD VICE CHAIRMAN (FROM 01/01) 1.00 40.00 X X 0 239264 54612 AMBER MITCHELL MD DIRECTOR (FROM 01/01) 0.50 40.00 X 0 758701 20492 CHRISTINE MEZZONE MD DIRECTOR (TO 08/31) 0.50 40.00 X 0 240179 29972 JAMES NITZKORSKI MD DIRECTOR (FROM 01/01) 0.50 40.00 X 0 595904 53428 LORRAINE ALLEGRO-SKINNER MD DIRECTOR (FROM 01/01) 0.50 40.00 X 0 257410 55549 STEVEN GORELICK MD DIRECTOR (FROM 01/01) 40.00 0.00 X 720679 8453 40931 CORNELIUS FERREIRA MD DIRECTOR/SYS. 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CPC (FROM 01/01) 378861 122455 22292 0 762 228 10917 3333 14178 4234 427010 130250 0 0 THOMAS KOOBATIAN MD DIRECTOR 393605 0 49250 0 23949 0 19950 0 36729 0 523483 0 0 0 CRAIG SERIN MD DIRECTOR 381479 0 63506 0 3915 0 14250 0 1115 0 464265 0 0 0 JAMES MCCLANE MD DIRECTOR (TO 12/31) 363208 0 38988 0 1313 0 14250 0 34029 0 451788 0 0 0 ANDREW KELLER MD CHIEF MEDICAL OFFICER 0 0 0 0 450000 0 0 0 0 0 450000 0 0 0 MARTIN SERRINS MD CHAIRMAN (TO 12/31) 332185 0 23113 0 26807 0 28500 0 25898 0 436503 0 0 0 COLLEEN M SCOTT VP FINANCE WCHN 0 0 0 0 0 321692 0 0 0 0 0 321692 0 0 LORRAINE ALLEGRO-SKINNER MD DIRECTOR (FROM 01/01) 0 244001 0 6560 0 6849 0 16157 0 39392 0 312959 0 0 KAREN TARBELL MD DIRECTOR (TO 12/31) 225990 0 25690 0 799 0 18303 0 36756 0 307538 0 0 0 SHANTALA SONNAD MD VICE CHAIRMAN (FROM 01/01) 0 237288 0 0 0 1976 0 14961 0 39651 0 293876 0 0 CHRISTINE MEZZONE MD DIRECTOR (TO 08/31) 0 239754 0 0 0 425 0 6044 0 23928 0 270151 0 0 PART I, LINE 1A: FOR THE FOLLOWING, BENEFITS REPORTED IN PART VII INCLUDE GROSS-UP PAYMENTS FOR A TAXABLE TRAVEL STIPEND: 2 DIRECTORS 2 HIGHEST PAID EMPLOYEES 1 FORMER EMPLOYEE PART I, LINE 3: 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. PART I, LINE 4A: RECEIVED SEVERANCE DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, ANDREW KELLER, MD RECEIVED $450,000 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HIS TERMINATION DATE OF NOVEMBER 15, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2020, COLLEEN M. SCOTT RECEIVED $321,692 IN SEVERANCE PAYMENTS, SUBSEQUENT TO HER TERMINATION DATE OF NOVEMBER 1, 2019. PART VII OF THE CURRENT YEAR'S TAX RETURN REFLECTS THIS AMOUNT. 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. JOHN M. MURPHY, MD AND STEVEN H. ROSENBERG PARTICIPATED IN THE SERP AND ACCRUED BENEFITS AS OF SEPTEMBER 30, 2021. FOR CALENDAR YEAR 2020, BOTH JOHN M. MURPHY, MD AND STEVEN H. ROSENBERG RECEIVED A PAYOUT OF $23,800,000 AND $866,877, RESPECTIVELY, 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 CALENDAR 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 II, COLUMN (B)(III) - OTHER REPORTABLE INCOME. PART I, LINE 7: 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 WHOSE 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 III, LINE 4A NHMP MEDICINE SUB-SPECIALTY PROVIDES VARIOUS SERVICES IN DANBURY AND NORWALK, CT AND THE SURROUNDING TOWNS. MAJOR SERVICES INCLUDE CARDIOLOGY, PULMONOLOGY, GASTROENTEROLOGY, RHEUMATOLOGY, PHYSICAL MEDICINE, ENDOCRINOLOGY, INFECTIOUS DISEASES AND NEPHROLOGY. 43 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT 98,957 PATIENTS DURING FISCAL YEAR 2021 235,265 VISITS DURING FISCAL YEAR 2021 $2,233,539 - ADJUSTED FOR FINANCIAL ASSISTANCE DURING FY 2021 NHMP SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC., AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. FORM 990, PART III, LINE 4B NHMP HOSPITAL BASED SERVICES PROVIDE VARIOUS SERVICES IN DANBURY AND NORWALK, CT AND SURROUNDING TOWNS. MAJOR SERVICES INCLUDE ANESTHESIOLOGY HOSPITAL MEDICINE AND EMERGENCY MEDICINE. 13 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT 85,750 PATIENTS DURING FISCAL YEAR 2021 115,963 VISITS DURING FISCAL YEAR 2021 $1,529,955 - ADJUSTED FOR FINANCIAL ASSISTANCE DURING FY 2021 NHMP SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC., AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. FORM 990, PART III, LINE 4C NHMP PRIMARY CARE AND PEDIATRICS HAS PRIMARY CARE AND PEDIATRIC SPECIALISTS IN FAMILY MEDICINE, INTERNAL MEDICINE AND PEDIATRICS. THE PRIMARY CARE AND PEDIATRIC OFFICES ARE LOCATED IN DANBURY AND NORWALK, CT AND THE SURROUNDING TOWNS. 16 LOCATIONS SERVING AREAS IN WESTERN CONNECTICUT 79,414 PATIENTS DURING FISCAL YEAR 2021 200,755 VISITS DURING FISCAL YEAR 2021 $42,364 - CHARITY ADJUSTED FOR FINANCIAL ASSISTANCE DURING FY 2021 NHMP SERVES INDIVIDUALS OF ALL INCOME LEVELS AND FOLLOWS THE FINANCIAL ASSISTANCE POLICY ESTABLISHED BY ITS PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC., AND FOLLOWED BY DANBURY AND NORWALK HOSPITALS. FORM 990, PART VI, SECTION A, LINE 6 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, SECTION A, LINE 7A 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 DECISIONS OF GOVERNING BODY 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, 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 12C 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, LINES 13 & 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, SECTION B, LINE 15B 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 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 AND BOND HOLDER AGREEMENTS. PART VII, 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 XI, LINE 9: CUMULATIVE EFFECT ADJUSTMENT UPON THE ADOPTION OF ASC 842, LEASES -4,145,177. 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) 3 WCHN 1 EASTERN NEW YORK MEDICAL SERVICES PC 100 RESERVE ROAD DANBURY CT 06810 455431389 PHYSICIAN SERVICES NY 501(C)(3) 10 WCHN 1 HEALTH QUEST HOME CARE (CERTIFIED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788412 HOME HEALTH NY 501(C)(3) 10 HQ 1 HEALTH QUEST HOME CARE (LICENSED) 45 READE PLACE POUGHKEEPSIE NY 12601 141788410 HOME HEALTH NY 501(C)(3) 10 HQ 1 NUVANCE HEALTH MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 562669185 MEDICAL CARE NY 501(C)(3) 10 HQ 1 HEALTH QUEST SYSTEMS INC 45 READE PLACE POUGHKEEPSIE NY 12601 141678068 MANAGEMENT NY 501(C)(3) 10 NUVANCE 1 HEALTH QUEST URGENT MEDICAL PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 800152047 MEDICAL CARE NY 501(C)(3) 10 HQ 1 HUDSON VALLEY CARDIOVASCULAR PRACTICE PC 45 READE PLACE POUGHKEEPSIE NY 12601 463756713 MEDICAL CARE NY 501(C)(3) 10 HQ 1 NDH FOUNDATION 6531 SPRINGBROOK AVENUE RHINEBECK NY 12572 141776208 FUNDRAISING NY 501(C)(3) 7 HQ 1 NORTHERN DUTCHESS HOSPITAL 6511 SPRINGBROOK AVENUE RHINEBECK NY 12572 141338467 HOSPITAL NY 501(C)(3) 3 HQ 1 NORTHERN DUTCHESS RES HEALTHCARE FACILITY 6526 SPRINGBROOK AVENUE RHINEBECK NY 12572 223129608 NURSING HOME NY 501(C)(3) 10 HQ 1 NORWALK HOSPITAL FOUNDATION 34 MAPLE STREET NORWALK CT 06856 222577707 FUNDRAISING CT 501(C)(3) 7 WCHN 1 NUVANCE HEALTH 45 READE PLACE POUGHKEEPSIE NY 12601 834214573 SUPPORT NY 501(C)(3) 12, TYPE III-FI N/A 0 PUTNAM HOSPITAL CENTER 670 STONELEIGH AVENUE CARMEL NY 10512 146019179 HOSPITAL NY 501(C)(3) 3 HQ 1 PUTNAM HOSPITAL CENTER FOUNDATION 670 STONELEIGH AVENUE CARMEL NY 10512 061399319 FUNDRAISING NY 501(C)(3) 12, TYPE I HQ 1 THE NORWALK HOSPITAL ASSOCIATION 24 STEVENS STREET NORWALK CT 06850 066068853 HOSPITAL CT 501(C)(3) 3 WCHN 1 VASSAR BROTHERS HOSPITAL FOUNDATION 45 READE PLACE POUGHKEEPSIE NY 12601 141736429 FUNDRAISING NY 501(C)(3) 7 HQ 1 VASSAR BROTHERS MEDICAL CENTER 45 READE PLACE POUGHKEEPSIE NY 12601 141338586 HOSPITAL NY 501(C)(3) 3 HQ 1 VASSAR HEALTH CONNECTICUT INC 50 HOSPITAL HILL ROAD SHARON CT 06069 815056290 HOSPITAL CT 501(C)(3) 3 HQ 1 WELLS MANOR HOUSING DEVELOPMENT FUND CORP 56 ASTOR DRIVE RHINEBECK NY 12572 112611902 LOW INCOME NY 501(C)(3) PRIVATE FOUNDATION HQ 1 WESTERN CONNECTICUT HOME CARE INC 100 SAW MILL ROAD DANBURY CT 06810 060655138 HOME HEALTHCARE CT 501(C)(3) 10 WCHN 1 WESTERN CT HEALTH NETWORK AFFILIATES INC 95 LOCUST AVENUE DANBURY CT 06810 222594968 OUTPATIENT HEALTHCARE SERVICES CT 501(C)(3) 10 WCHN 1 WESTERN CT HEALTH NETWORK INC 24 HOSPITAL AVENUE DANBURY CT 06810 222594977 PROGRAM DEVELOPMENT CT 501(C)(3) 12 TYPE II NUVANCE 1 NEW MILFORD MRI LLC 21 ELM STREET NEW MILFORD CT 06776 271877801 INACTIVE CT N/A N/A 0 0 NORWALK SURGERY CENTER LLC 40 CROSS STREET STE 120 NORWALK CT 06851 272394942 SURGERY CENTER CT N/A N/A 0 0 WCHN INVESTMENTS LLC 24 HOSPITAL AVE DANBURY CT 06810 475523212 INVESTMENTS CT N/A N/A 0 0 NUVANCE HEALTH INSURANCE COMPANY LTD 23 LIME TREE BAY PO BOX 105 GRAND CAYMAN CJ 980438151 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 0 1 0 0 0 0 0 0 1 1 1 1 0 1 1 1 0 0 WESTERN CONNECTICUT HEALTH NETWORK INC M 266583176 COST WESTERN CONNECTICUT HEALTH NETWORK INC P 248420136 COST DANBURY HOSPITAL M 95611002 COST DANBURY HOSPITAL L 67207152 COST THE NORWALK HOSPITAL ASSOCIATION L 53636412 COST THE NORWALK HOSPITAL ASSOCIATION M 53292005 COST NUVANCE HEALTH M 30000000 COST DANBURY HOSPITAL P 27367748 COST NUVANCE HEALTH L 16378835 COST NUVANCE HEALTH P 16041538 COST WESTERN CONNECTICUT HEALTH NETWORK INC L 8076414 COST DANBURY HOSPITAL K 3136046 COST DANBURY HOSPITAL O 2370913 COST THE NORWALK HOSPITAL ASSOCIATION K 1898387 COST THE NORWALK HOSPITAL ASSOCIATION O 1752915 COST THE NORWALK HOSPITAL ASSOCIATION Q 1189943 COST VASSAR BROTHERS MEDICAL CENTER M 1021486 COST VASSAR BROTHERS MEDICAL CENTER L 1021288 COST THE NORWALK HOSPITAL ASSOCIATION P 974930 COST WESTERN CONNECTICUT HEALTH NETWORK INC O 637237 COST NORWALK HOSPITAL FOUNDATION C 514801 COST HEALTH QUEST MEDICAL PRACTICE PC L 506714 COST WESTERN CONNECTICUT HEALTH NETWORK INC J 357263 COST HEALTH QUEST MEDICAL PRACTICE PC O 348936 COST NORWALK HOSPITAL FOUNDATION L 279511 COST DANBURY AND NEW MILFORD HOSPITAL FOUNDATION L 272405 COST DANBURY AND NEW MILFORD HOSPITAL FOUNDATION C 241953 COST NUVANCE HEALTH Q 152943 COST HEALTH QUEST MEDICAL PRACTICE PC Q 54048 COST