2025-05-12T10:11:36+00:00 2024-06-30 420714325 RSM US LLP 4650 East 53rd Street Davenport IA 52807 990 2023-07-01 431283316 Mosaic Health System MOSA 8162717070 5325 Faraon Street St Joseph MO 64506 Drew Keesbury Chief Financial Officer 2025-05-12 true true Jenifer L Chase P01306883 5638884000 2025-05-12 2023 2025-03-06 01:10:19Z Drew Keesbury 5325 Faraon Street St Joseph MO 64506 216907123 false X https://www.mymlc.com/ X 1983 MO To Improve Population Health Outcomes in our Region by providing the right care, at the right time, place, and cost. 13 7 728 0 0 0 0 0 28370186 40894165 4812766 4795082 33182952 45689247 15879947 2793069 0 56838410 70411901 0 2491 -51691938 -66076780 21026419 7128190 12156533 38561057 891595063 993867564 439194782 465715866 452400281 528151698 TO IMPROVE POPULATION HEALTH OUTCOMES IN OUR REGION BY PROVIDING THE RIGHT CARE, AT THE RIGHT TIME, PLACE, AND COST. false false 6485873 2793069 4795082 TO IMPROVE POPULATION HEALTH OUTCOMES IN OUR REGION BY PROVIDING THE RIGHT CARE, AT THE RIGHT TIME, PLACE, AND COST. 6485873 true false false false false false false false false true false false true true true false true false false false false false false false false false true false true true false false false false false false false false true false false false false false false true true true false false true 203 0 true 728 true false false false false false false false false false false true false X 13 7 true false false false false false false true true false false true true true true true true true true true true X Drew Keesbury 8162717070 5325 Faraon Street St Joseph MO 64506 John M Poore Director/President/CEO 34.0 4.0 X X 1136919 0 39911 Adam Stein Director/Chair 1.0 1.0 X 2500 0 0 Angelia Martin MD Director 1.0 39.0 X 2500 273421 37656 Elizabeth Kennedy PHD Director 1.0 2.0 X 2500 0 0 Emily Larson DO Director 1.0 39.0 X 2500 565208 46711 Gary Frazer Director/Vice Chair 1.0 1.0 X 2500 0 0 Mary Anne Jackson Director 1.0 1.0 X 2500 0 0 Matt Baker Director 1.0 3.0 X 2500 0 0 Matt Lukens MD Director 1.0 39.0 X 2500 815358 32871 Melody Smith Director 1.0 1.0 X 2500 0 0 Ophelia Lavell Rucker Director 1.0 1.0 X 2500 0 0 Serena Naylor Director 1.0 4.0 X 2500 0 0 Thomas Richmond Director 1.0 1.0 X 2500 0 0 Davin Turner DO Chief Administrative Officer 34.0 4.0 X 645499 0 43162 Drew Keesbury CFO/Treasurer 32.0 5.0 X 459172 0 17432 Michael R Rinard Secretary 33.0 4.0 X 281508 0 44915 Renea Schott Assistant Secretary 39.0 1.0 X 71529 0 25062 Crystal Macaluso CMIO 40.0 0 X 640863 0 50161 Joy Poletti Corporate Information Security Officer 40.0 0 X 258415 0 7908 Karan Mohan MD Chief Quality Officer 40.0 0 X 619866 0 20949 Sarah Spinharney Chief Human Resource Officer 40.0 0 X 368425 0 8395 Tanya Arthur Chief Information Officer 40.0 0 X 507301 0 9921 Mark Laney MD Former Director/President/CEO 0.0 0.0 X 1061154 0 0 Michael Pulido Former COO/Secretary 0.0 0.0 X 590338 0 20738 Thomas Bieterman Former CFO/Treasurer 0.0 0.0 X 185860 0 12817 6856849 1653987 418609 99 true true false Vintage Health Resources Inc 2032 Exeter Road Suite 2 Germantown TN 38138 Agency Services 2381484 Impact Advisors LLC PO Box 735842 Chicago IL 60673 Agency Services 1652927 Deloitte Consulting LLP PO Box 844717 Dallas TX 752844717 Consulting Services 1506202 Keenan & Bhatia LLC 90 Broad Street Suite 2 New York NY 10004 Legal Services 1341959 Reba M Lasseur 901 7th Ave Shenandoah IA 51601 Legal Services 1327391 33 0 0 0 0 0 0 34277180 34277180 0 0 177828325 6536 171210039 7837 6618286 -1301 6616985 6616985 Medical Supply Rebates 900099 3045385 3045385 Other Misc Revenue 900099 1388183 1388183 Copying Revenue 561439 361514 361514 0 0 0 0 4795082 45689247 4795082 0 40894165 X 2793069 2793069 3850962 1311554 2539408 0 108828 108828 48528444 316359 48212085 2125763 21788 2103975 12126747 355569 11771178 3671157 124897 3546260 1416089 1416089 294520 294520 22506844 1247505 21259339 0 1777409 1777409 6832516 134187 6695838 2491 8865686 28188 8837498 360281 360281 97715 43929 53786 373838 373838 9646690 9646690 10403623 10403623 881514 881514 Dues & Subscriptions 11335757 11335757 Medical Supplies/Includes 340B 209730 209730 Corporate Allocations to Related Entities -141078992 -141078992 0 0 0 0 7128190 6485873 639826 2491 42116170 94332372 0 0 0 0 0 18857420 18619589 81007716 48803954 28202353 32203762 698322506 748795725 0 0 49760722 43462406 54335892 56453710 891595063 993867564 70861695 66046738 271950969 266386727 0 0 96382118 133282401 439194782 465715866 X 452400282 528151698 452400282 528151698 891595064 993867564 X 38561057 31661815 5528544 X false true X true false X X 5 Heartland Regional Medical Center 440545289 3 true 0 0 Heartland Long Term Acute Care Hospital 261972987 3 true 0 0 Northwest Medical Center Association Inc 440580870 3 true 0 0 Heartland Foundation 431262768 7 true 477983 0 Mosaic Medical Center-Maryville 832249459 3 true 2314378 0 5 2792361 0 true false false false false false false false false false false false false false false true true false X true true Schedule A, Part IV, Section D, Line 1 During the 2023 tax year, Mosaic Health System provided a timely notice by 11/30/2024 with required information including a written notice describing the type and amount of support provided during the prior tax year, a copy of the Form 990 that was most recently filed as of the date of notification, and copies of the organization's governing documents in effect on the date of notification to the supported organizations. Schedule A, Part IV, Section E, Line 3a Power To Appoint/Elect Majority of Officer/Director/Trustee Mosaic Health System (MHS), the supporting organization and sole member, has the power to regularly appoint or elect a majority of the directors of its supported organizations. Schedule A, Part IV, Section E, Line 3b Substantial Direction Over Policies/Programs/Activities Mosaic Health System (MHS), the supporting organization and sole member, has the control to provide overall strategic direction, election of Board members, appointment of the Chief Executive Officer, other senior officers, auditors, and legal counsel, establishment of banking relationships and management of cash and other assets, approval of changes to the Articles of Incorporation and Bylaws, long-range planning, adoption of annual operating plans and application of certificates of need of its supported organizations. 12000 12000 29884564 9398626 20485938 2670272 1351912 1318360 45069293 37541704 7527589 3371587 511712 2859875 32203762 Due From Affiliates 31481572 Bond Funds 6643 Long Term Investments 1345226 Other Designated Funds 23620269 56453710 Leases and Other Less Current Portion 2369843 Due to Affiliates 104528239 Profession Liability and Worker's Comp 25837063 Pension less Current Portion 547071 Accounts Receivable Refunds 185 133282401 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote MOSAIC HEALTH SYSTEM, HEARTLAND REGIONAL MEDICAL CENTER (MOSAIC-ST. JOSEPH), MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE), NORTHWEST MEDICAL CENTER ASSOCIATION, INC. (MOSAIC-ALBANY), HEARTLAND LONG-TERM ACUTE CARE HOSPITAL (HLTACH), MOSAIC LIFE CARE FOUNDATION, AND NORTHWEST MEDICAL CENTER FOUNDATION (ALBANY Foundation) ARE NONPROFIT CORPORATIONS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND ARE EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE INTERNAL REVENUE CODE. HOWEVER, THEY ARE SUBJECT TO FEDERAL INCOME TAX ON ANY UNRELATED BUSINESS TAXABLE INCOME. MIDWESTERN AND HHS PROPERTIES, INC. ARE SUBJECT TO INCOME TAXATION. WITH A FEW EXCEPTIONS, Mosaic's tax returns are generally subject to U.S. federal examinations by tax authorities for a period up to three years from the extended due date of return. AT JUNE 30, 2024, NET OPERATING LOSS CARRYFORWARDS GENERATED IN FISCAL YEARS ENDING JUNE 30, 2018 AND PRIOR ARE AVAILABLE TO OFFSET FUTURE TAXABLE INCOME FOR THESE ENTITIES AGGREGATED APPROXIMATELY $7.2M AND EXPIRE THROUGH 2038. FOR NET OPERATING LOSS CARRYFORWARDS GENERATED IN FISCAL YEAR-ENDED JUNE 30, 2019 AND FORWARD WILL BE AVAILABLE TO OFFSET FUTURE TAXABLE INCOME FOR THESE ENTITIES IN THE AMOUNT OF $1.8M AND ARE CARRIED FORWARD INDEFINITELY. SEPARATE RETURN LIMITATION RESTRICTIONS APPLY TO A PORTION OF THESE NET OPERATING LOSS CARRYFORWARDS. TAX POSITIONS ARE NOT OFFSET OR AGGREGATED WITH OTHER POSITIONS. TAX POSITIONS THAT MEET THE MORE-LIKELY-THAN-NOT RECOGNITION THRESHOLD ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS MORE THAN 50% LIKELY TO BE REALIZED ON SETTLEMENT WITH THE APPLICABLE TAXING AUTHORITY. THE PORTION OF THE BENEFITS ASSOCIATED WITH TAX POSITIONS TAKEN THAT EXCEEDS THE AMOUNT MEASURED AS DESCRIBED ABOVE IS REFLECTED AS A LIABILITY FOR UNCERTAIN TAX BENEFITS IN THE ACCOMPANYING BALANCE SHEET ALONG WITH ANY ASSOCIATED INTEREST AND PENALTIES THAT WOULD BE PAYABLE TO THE TAXING AUTHORITIES UPON EXAMINATION. AS OF JUNE 30, 2024 AND 2023, THERE WERE NO UNCERTAIN TAX POSITIONS IDENTIFIED AND RECORDED AS A LIABILITY. true MOSAIC MEDICAL CENTER-MARYVILLE 5325 FARAON STREET ST JOSEPH MO 64506 832249459 501(c)(3) 2314378 General Support HEARTLAND FOUNDATION 5325 Faraon Street St Joseph MO 64506 431262768 501(c)(3) 477983 General Support 2 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. Mosaic Health System provides funds to its supported organizations to support each organization's not for profit mission. X X true true X X X X true true false false false false false false false John M Poore Director/President/CEO 995932 0 135653 0 5334 0 13200 0 26711 0 1176830 0 0 0 Matt Lukens MD Director 2500 654492 0 137956 0 22910 0 13200 0 19671 2500 848229 0 0 Emily Larson DO Director 2500 327362 0 209394 0 28452 0 11250 0 35461 2500 611919 0 0 Angelia Martin MD Director 2500 268850 0 2000 0 2571 0 5595 0 32061 2500 311077 0 0 Mark Laney MD Former Director/President/CEO 0 0 0 0 1061154 0 0 0 0 0 1061154 0 0 0 Michael Pulido Former COO/Secretary 0 0 0 0 590338 0 0 0 20738 0 611076 0 0 0 Thomas Bieterman Former CFO/Treasurer 185573 0 287 0 0 0 2890 0 9927 0 198677 0 0 0 Davin Turner DO Chief Administrative Officer 594549 0 45616 0 5334 0 12413 0 30749 0 688661 0 0 0 Drew Keesbury CFO/Treasurer 445072 0 13200 0 900 0 0 0 17432 0 476604 0 0 0 Michael R Rinard Secretary 255214 0 24256 0 2038 0 11666 0 33249 0 326423 0 0 0 Crystal Macaluso CMIO 539926 0 90410 0 10527 0 11250 0 38911 0 691024 0 0 0 Karan Mohan MD Chief Quality Officer 456569 0 113407 0 49890 0 11250 0 9699 0 640815 0 0 0 Tanya Arthur Chief Information Officer 457527 0 41818 0 7956 0 0 0 9921 0 517222 0 0 0 Sarah Spinharney Chief Human Resource Officer 340794 0 21105 0 6526 0 0 0 8395 0 376820 0 0 0 Joy Poletti Corporate Information Security Officer 246202 0 10099 0 2114 0 5327 0 2581 0 266323 0 0 0 Schedule J, Part I, Line 1a Travel for companions TRAVEL FOR COMPANIONS IS PAID BY MOSAIC HEALTH SYSTEM (MHS) BUT IS REIMBURSED TO MHS THROUGH A DEDUCTION FROM THE BOARD MEMBERS STIPENDS EACH YEAR. THE TOTAL AMOUNT OF THE STIPEND IS REFLECTED ON THE BOARD MEMBERS 1099 THAT THEY RECEIVE FOR EACH CALENDAR YEAR. Schedule J, Part I, Line 1a Health or social club dues or initiation fees SOCIAL CLUB DUES were PAID BY Mosaic Health System for four officers. The full benefit was treated as taxable compensation. Schedule J, Part I, Line 4a Severance or change-of-control payment Mosaic Health System paid Samuel Mark Laney, CEO, severance payments during calendar year 2023. This is reported on Form 990, Part VII and Schedule J, Part II as other reportable compensation. Mosaic Health System paid Michael Pulido, COO, severance payments during calendar year 2023. This is reported on Form 990, Part VII and Schedule J, Part II as other reportable compensation. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan CRYSTAL MACALUSO - VESTED $0; ACCRUED $45,625 JOHN M POORE - VESTED $0; ACCRUED $200,000 MICHAEL R RINARD - VESTED $0; ACCRUED $31,360 DAVIN TURNER, DO - VESTED $0; ACCRUED $84,000 DREW KEESBURY - VESTED $0; ACCRUED $53,667 THOSE LISTED ABOVE HAVE SIGNED A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHICH RECOGNIZES THE VALUE OF THE INDIVIDUAL AND THE MUTUAL BENEFIT OF CONTINUED EMPLOYMENT FOR AN EXTENDED PERIOD OF TIME BY ESTABLISHING A 457F PLAN. THE FOLLOWING ARE THE GENERAL STIPULATIONS OF THE AGREEMENT: 1. THE PLAN IS FUNDED YEARLY AS THE RESULT OF A CALCULATION DESCRIBED IN THE AGREEMENT, WHICH WILL REWARD THE INDIVIDUAL WITH 100% VESTING BASED ON A 5-YEAR CLIFF VESTING SCHEDULE. 2. FOR SERP PARTICIPANTS PRIOR TO 2019, DISTRIBUTION WILL OCCUR UPON DEATH OR UPON SEPARATION FROM SERVICE DUE TO DISABILITY OR UPON INVOLUNTARY SEPARATION FROM SERVICE WITHOUT CAUSE. THEN A LUMP SUM PAYMENT WILL BE DISBURSED WITHIN 90 DAYS OF EACH SITUATION TAKING INTO CONSIDERATION A NON-COMPETE COVENANT. 3. FOR SERP PARTICIPANTES AFTER 2019, DISTRIBUTION WILL OCCUR UPON DEATH OR UPON SEPARATION FROM SERVICE DUE TO DISABILITY OR UPON INVOLUNTARY SEPARATION FROM SERVICE WITHOUT CAUSE. THEN A LUMP SUM PAYMENT DISTRIBUTES WITHIN 60 DAYS AND DOESN'T TAKE INTO ACCOUNT NON-COMPETE COVENANT. 4. SEPARATION WITH CAUSE MAKES THE SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NULL AND VOID. A HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI 431178966 60637APX4 2019-05-30 251996936 See Part VI false false false B HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI 431178966 000000000 2023-04-14 50000000 See Part VI false false false A 20870000 0 253759618 0 0 0 2176364 0 0 101814325 149768930 0 2023 true false true true B 365000 0 50000000 0 0 0 0 0 0 0 50000000 0 2020 true false true true A false true true true false 0.0 0.0 0.0 false false true B false false false false 0.0 0.0 0.0 false false true A false true false false false false true B false true false false false false true A true B true Schedule K, Part I, Column (a) Lines A and B Health and Educational Facilities Authority of the State of Missouri Schedule K, Part I, Column (f) Line A, Column (f) Acquire, construct, remodel, renovate and equip certain healthcare facilities and refund 2009A Bonds issued 2/26/2009, 2011 Bonds issued 9/30/2011 and 2015AB Bonds issued 11/18/2015. Schedule K, Part I, Column (f) Line B, Column (f) To refund the 2012 Bonds issued 10/3/2012. Schedule K, Part II, Line 3 Column A Amount not equal to issue price listed in Part I, Column (e), Row A due to investment earnings during the construction period. Schedule K, Part IV, Line 2c COLUMN A Issuer name: HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI The calculation for computing no rebate due was performed on 07/01/2023 KATHRYN RICHMOND KATHRYN RICHMOND IS THE DAUGHTER-IN-LAW OF THOMAS RICHMOND 108828 KATHRYN RICHMOND IS THE PATIENT EXPERIENCE COORDINATOR AT MOSAIC HEALTH SYSTEM, AND IS THE DAUGHTER-IN-LAW OF THOMAS RICHMOND, WHO IS A BOARD MEMBER FOR MOSAIC HEALTH SYSTEM. COMPENSATION IS WITHIN FAIR MARKET VALUE RANGE. THIS AMOUNT INCLUDES SALARY AND OTHER COMPENSATION FOR A PATIENT EXPERIENCE COORDINATOR. false Form 990, Part I, Line 4 & Form 990, Part VI, Section A, Line 1B THE FOLLOWING MOSAIC HEALTH SYSTEM DIRECTORS ARE NOT INDEPENDENT DUE TO TRANSACTIONS DISCLOSED ON HEARTLAND REGIONAL MEDICAL CENTER's, a related organization, FORM 990, SCHEDULE L: GARY FRAZER Form 990, Part VI, Line 2 FAMILY/BUSINESS RELATIONSHIPS AMONGST INTERESTED PERSONS MICHAEL R RINARD, DREW KEESBURY, DAVIN TURNER, DO, AND JOHN M. POORE HAVE A BUSINESS RELATIONSHIP. Form 990, Part VI, Line 11b Review of form 990 by governing body THE ACCOUNTING STAFF OF THE ORGANIZATION PREPARES THE FORM 990 AND SUBMITS A DRAFT TO AN INDEPENDENT ACCOUNTING FIRM. THE INDEPENDENT ACCOUNTING FIRM REVIEWS THE FORM 990 WITH INFORMATION PROVIDED FROM THE ORGANIZATION'S ACCOUNTING STAFF. THE DRAFT FORM 990 IS REVISED FOR ANY CORRECTIONS OR CLARIFICATIONS BASED ON THE REVIEW BY THE INDEPENDENT ACCOUNTING FIRM. THEN THE FORM 990 IS REVIEWED BY THE ORGANIZATIONS LEADERSHIP FOR ANY QUESTIONS AND CONCERNS. AFTER RESOLVING QUESTIONS AND CONCERNS WITH LEADERSHIP AND THE ACCOUNTING FIRM, THE FINAL FORM 990 WITH ALL REQUIRED SCHEDULES IS THEN PRESENTED TO BOARD FOR APPROVAL. ONCE APPROVED THEN THE 990 TAX RETURN IS ELECTRONICALLY FILED. Form 990, Part VI, Line 12c Conflict of interest policy THIS CONFLICTS OF INTEREST AND DOCUMENTATION POLICY ("POLICY") APPLIES TO ALL DIRECTORS AND OFFICERS OF THE ORGANIZATION AND ANY OTHER PERSON WHO IS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE DECISIONS AND AFFAIRS OF THE ORGANIZATION (COLLECTIVELY, "COVERED PERSONS"). DUTY TO DISCLOSE IF AN INTERESTED PERSON HAS A POSITION OR FINANCIAL INTEREST IN ANY BUSINESS OR OTHER ENTITY WITH WHICH THE ORGANIZATION IS CONSIDERING ENTERING INTO AN ARRANGEMENT OR TRANSACTION, THE INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER POSITION OR FINANCIAL INTEREST AND ALL MATERIAL FACTS RELATED THERETO TO THE ORGANIZATION'S BOARD OF DIRECTORS (THE "BOARD") OR EXECUTIVE COMMITTEE AS SOON AS THE INTERESTED PERSON HAS KNOWLEDGE OF THE POTENTIAL ARRANGEMENT OR TRANSACTION, AND WHENEVER REQUESTED BY THE BOARD OR THE EXECUTIVE COMMITTEE. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS AFTER DISCLOSURE OF A POSITION OR A FINANCIAL INTEREST BY AN INTERESTED PERSON, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, THE INTERESTED PERSON (INCLUDING THOSE INTERESTED PERSONS WHO ARE MEMBERS OF THE BOARD OR EXECUTIVE COMMITTEE) WILL LEAVE THE BOARD MEETING WHILE THE DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS IN CONNECTION WITH THE PROPOSED TRANSACTION IS DISCUSSED BY THE BOARD OR THE EXECUTIVE COMMITTEE AND VOTED UPON. A POSITION OR A FINANCIAL INTEREST WILL BE CONSIDERED A CONFLICT OF INTEREST ONLY IF THE BOARD OR THE EXECUTIVE COMMITTEE MAKES SUCH DETERMINATION. AN INTERESTED PERSON IS CONSIDERED TO HAVE A CONFLICT OF INTEREST WITH RESPECT TO HIS OR HER COMPENSATION IF THE PERSON RECEIVES COMPENSATION FROM THE ORGANIZATION AND THE PERSON'S COMPENSATION IS BEING DISCUSSED OR REVIEWED BY THE BOARD OR ANY COMMITTEE THEREOF. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST *BEFORE ANY DISCUSSION AND VOTE ON WHETHER A CONFLICT OF INTEREST EXISTS, AN INTERESTED PERSON MAY MAKE A PRESENTATION TO THE BOARD OR THE EXECUTIVE COMMITTEE REGARDING THE INTERESTED PERSON'S POSITION OR FINANCIAL INTEREST. AFTER SUCH PRESENTATION, THE INTERESTED PERSON WILL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE PROPOSED TRANSACTION. *THE BOARD OR THE EXECUTIVE COMMITTEE WILL UNDERTAKE APPROPRIATE DUE DILIGENCE AND INFORM ITSELF OF ALL MATERIAL INFORMATION REASONABLY AVAILABLE TO IT AND EXPLORE ALL REASONABLE ALTERNATIVES TO THE PROPOSED TRANSACTION THAT WOULD NOT INVOLVE THE CONFLICT OF INTEREST. *IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD OR THE EXECUTIVE COMMITTEE WILL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE PROPOSED TRANSACTION IS (I) IN THE ORGANIZATION'S BEST INTEREST, (II) FOR THE ORGANIZATION'S OWN BENEFIT, AND (III) FAIR AND REASONABLE TO THE ORGANIZATION. IN CONFORMITY WITH THIS DETERMINATION, THE BOARD WILL MAKE ITS DECISION AS TO WHETHER THE ORGANIZATION MAY ENTER INTO THE PROPOSED TRANSACTION. QUORUM FOR BOARD OR EXECUTIVE COMMITTEE ACTION FOR PURPOSES OF THE BOARD OR EXECUTIVE COMMITTEE ACTIONS TO BE TAKEN UNDER THESE PROCEDURES, INCLUDING THE DETERMINATION WHETHER A CONFLICT OF INTEREST EXISTS, A MAJORITY OF THE DISINTERESTED DIRECTORS ON THE BOARD OR THE EXECUTIVE COMMITTEE WILL CONSTITUTE A QUORUM. HOWEVER, IN NO CASE WILL A SINGLE DISINTERESTED DIRECTOR TAKE ANY SUCH ACTION. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY IF THE BOARD OR THE EXECUTIVE COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A COVERED PERSON HAS FAILED TO DISCLOSE A POSITION OR A FINANCIAL INTEREST, IT WILL INFORM THE COVERED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE COVERED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE COVERED PERSON AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED UNDER THE CIRCUMSTANCES, THE BOARD OR THE EXECUTIVE COMMITTEE DETERMINES THAT THE COVERED PERSON HAS IN FACT FAILED TO DISCLOSE A POSITION OR A FINANCIAL INTEREST, THE BOARD OR THE EXECUTIVE COMMITTEE WILL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. DOCUMENTATION IN MINUTES THE MINUTES OF THE BOARD OR THE EXECUTIVE COMMITTEE WILL CONTAIN: *WITH RESPECT TO THE DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS, THE NAME OF THE INTERESTED PERSON WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE A POSITION OR FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST; THE NATURE OF THE POSITION OR FINANCIAL INTEREST; ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT; AND THE BOARD OR THE EXECUTIVE COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. *WITH RESPECT TO WHETHER OR NOT THE CONFLICT OF INTEREST TRANSACTION IS APPROVED, THE NAMES OF THE PERSONS PRESENT FOR THE DISCUSSIONS AND VOTE RELATED TO THE PROPOSED TRANSACTION; THE CONTENT OF THE DISCUSSION; WHETHER ALTERNATIVES WERE DISCUSSED THAT DID NOT INVOLVE A CONFLICT OF INTEREST; THE BASIS FOR THE DETERMINATION THAT THE PROPOSED TRANSACTION WAS (I) IN THE ORGANIZATION'S BEST INTEREST, (II) FOR THE ORGANIZATION'S OWN BENEFIT, AND (III) FAIR AND REASONABLE TO THE ORGANIZATION; AND THE RECORD OF THE VOTE TAKEN IN CONNECTION WITH THE PROCEEDINGS. ANNUAL STATEMENTS EACH COVERED PERSON WILL ANNUALLY SIGN A STATEMENT THAT AFFIRMS SUCH PERSON: *HAS RECEIVED A COPY OF THIS POLICY; *HAS READ AND UNDERSTANDS THE POLICY; *HAS AGREED TO COMPLY WITH THE POLICY; AND *UNDERSTANDS THE ORGANIZATION IS EXEMPT FROM FEDERAL INCOME TAX AND TO MAINTAIN ITS FEDERAL TAX EXEMPTION THE ORGANIZATION MUST ENGAGE PRIMARILY IN ACTIVITIES THAT ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. IN ADDITION, EACH COVERED PERSON WILL ANNUALLY COMPLETE, SIGN AND PROMPTLY RETURN TO THE BOARD A QUESTIONNAIRE AND DISCLOSURE STATEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO. A COVERED PERSON NEED NOT DISCLOSE COMPENSATION PAID TO THE COVERED PERSON BY ORGANIZATION PURSUANT TO A RESOLUTION OF THE BOARD. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. ALL OF THESE DOCUMENTS ARE LOCATED IN ADMINISTRATION. Form 990, Part VII, Section A, Line 1a Mosaic Health System, Heartland Regional Medical Center (Mosaic-St. Joseph), Mosaic Medical Center-Maryville (Mosaic-Maryville), Northwest Medical Center Association, Inc. (Mosaic-Albany), Heartland Long-Term Acute Care Hospital (HLTACH), Mosaic Life Care Foundation, and Northwest Medical Center Foundation (Mosaic-Albany) ARE RELATED ENTITIES. AS A RESULT, BOARD OVERLAP EXISTS AMONG THESE ENTITIES, AND IT WOULD BE ADMINISTRATIVELY IMPRACTICAL FOR MEMBERS OF THE GOVERNING BOARD AND THE EXECUTIVE TEAM TO BREAKOUT THEIR HOURS DEVOTED AND REPORTABLE COMPENSATION AMONG EACH ORGANIZATION. THE AMOUNTS REPORTED AS REPORTABLE COMPENSATION FOR OFFICERS, UNLESS OTHERWISE NOTED ELSEWHERE IN PART VII, ARE FOR SERVICES RENDERED ON BEHALF OF Mosaic Health System, Heartland Regional Medical Center (Mosaic-St. Joseph), Mosaic Medical Center-Maryville (Mosaic-Maryville), Northwest Medical Center Association, Inc. (Mosaic-Albany), Heartland Long-Term Acute Care Hospital (HLTACH), Mosaic Life Care Foundation, and Northwest Medical Center Foundation (Mosaic-Albany). ALL REPORTABLE COMPENSATION, UNLESS OTHERWISE NOTED IN PART VII, IS PAID BY MOSAIC HEALTH SYSTEM. Form 990, Part IX, Line 24 Mosaic Health System incurs all corporate expenses. Majority of these expenses are then allocated to its following nonprofit supported organizations, HEARTLAND REGIONAL MEDICAL CENTER (MOSAIC-ST. JOSEPH), MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE), and NORTHWEST MEDICAL CENTER ASSOCIATION, INC. (MOSAIC-ALBANY). These allocated expenses are reflected on Part IX, Line 24 as "corporate allocations to related entities" per the example in the IRS 990 instructions on page 43 for Part IX Statement of Functional Expenses for allocating indirect expenses. This allocation of expense then will show on the nonprofit supported organization on its functional expense schedule in line 24 and referred to as "corporate allocations from Mosaic Health System". Form 990, Part IX, Line 11g Other Fees Professional Fees - Total Expense: 8003000, Program Service Expense: , Management and General Expenses: 8003000, Fundraising Expenses: ; Purchased Services - Total Expense: 14370245, Program Service Expense: 1247505, Management and General Expenses: 13122740, Fundraising Expenses: ; Agency Non-Provider Salaries - Total Expense: 124034, Program Service Expense: , Management and General Expenses: 124034, Fundraising Expenses: ; Trash/Sanitation Disposal - Total Expense: 9565, Program Service Expense: , Management and General Expenses: 9565, Fundraising Expenses: ; Form 990, Part XI, Line 9 Other changes in net assets or fund balances CHANGE IN MIDWESTERN HEALTH MANAGEMENT INVESTMENTS - 5528544; Form 990, Part XII, Line 2c THE RESULTS OF THE CONSOLIDATED AUDIT ARE REVIEWED BY THE MOSAIC HEALTH SYSTEM BOARD. FORM 990, PART VI, SECTION B, LINE 15A & LINE 15B Compensation is established by Mosaic Health System, for all related entities. An annual review was performed during the fiscal year. Market data was provided by a third-party compensation consultant that specializes in market salary data. A compensation committee that is comprised of the Mosaic Health System Board Chair, the Mosaic Health System Board Vice-Chair and three additional Mosaic Health System Board Members and an independent legal counsel, as scribe, oversaw an annual salary review process for Officers and Presidents. For each position to be reviewed, the full scope of duties and responsibilities, processes managed, approximate revenue, expense, or capital dollars managed were provided to the third-party consultant. Facility size, not-for- profit status and the scope of each job position were compared to like facilities to determine base compensation and incentive compensation for each position. The data gathered by the third-party consultant was reviewed by the compensation committee, outlier issues were resolved and based upon present financial indicators, the committee made its determination of compensation levels for the next pay year on 9/19/2023 as documented in the meeting minutes. Part V, Line 2a Mosaic Health System (MHS) is the paymaster for the following nonprofit organizations, Heartland Regional Medical Center (Mosaic-St. Joseph), Mosaic Medical Center-Maryville (Mosaic-Maryville), Northwest Medical Center Association, Inc. (Mosaic-Albany), Heartland Long-Term Acute Care Hospital (HLTACH), Mosaic Life Care Foundation, and Northwest Medical Center Foundation (Mosaic-Albany). MHS issued 5700 W-2 Forms for calendar year 2023 as a common paymaster. Each related organization reports the number of Forms W-2 associated with the employees compensated by that organization on Part V, Line 2a and reports the related compensation expenses on its Part XI functional expense schedule on its Form 990. For calendar year 2023, MHS had a total of 728 employees to be reported on Part V, Line 2a of the Form 990. In addition, all salary expenses were allocated out through the corporate allocations during FY24. Heartland Regional Medical Center (MOSAIC-ST JOSEPH) 5325 Faraon Street St Joseph MO 64506 440545289 Healthcare MO 501(c)(3) 3 Mosaic Health System true Heartland Foundation (MOSAIC LIFE CARE FOUNDATION) 5325 Faraon Street St Joseph MO 64506 431262768 Support MO 501(c)(3) 7 Mosaic Health System true Heartland Long Term Acute Care Hospital (HLTACH) 5325 Faraon Street St Joseph MO 64506 261972987 Healthcare MO 501(c)(3) 3 Mosaic Health System true Northwest Medical Center Association Inc (MOSAIC-ALBANY) 705 North College Street Albany MO 64402 440580870 Healthcare MO 501(c)(3) 3 Mosaic Health System true Northwest Medical Center Foundation Inc (NMC FOUNDATION) 705 North College Street Albany MO 64402 473694893 Support MO 501(c)(3) Type I Northwest Medical Center Association Inc true Mosaic Medical Center-Maryville (MOSAIC-MARYVILLE) 5325 Faraon Street St Joseph MO 64506 832249459 Healthcare MO 501(c)(3) 3 Mosaic Health System true Midwestern Health Management Inc 5325 Faraon Street St Joseph MO 64506 431264358 Healthcare MO NA C Corporation true HHS Properties Inc 5325 Faraon Street St Joseph MO 64506 431593799 Investment MO NA C Corporation true Uptown Housing Inc 5325 Faraon Street St Joseph MO 64506 261416252 Redevelopment MO NA C Corporation true Uptown St Joseph Redevelopment Corp 5325 Faraon Street St Joseph MO 64506 201742813 Redevelopment MO NA C Corporation true false true false false false false true true false false true false false false true true true true Heartland Foundation (MLC Foundation) B 477983 FMV Heartland Foundation (MLC Foundation) P 657525 FMV HEARTLAND LONG TERM ACUTE CARE HOSPITAL (HLTACH) L 724654 FMV HEARTLAND LONG TERM ACUTE CARE HOSPITAL (HLTACH) Q 4310651 FMV HEARTLAND REGIONAL MEDICAL CENTER (MOSAIC-ST JOSEPH) L 120855615 FMV HEARTLAND REGIONAL MEDICAL CENTER (MOSAIC-ST JOSEPH) Q 342803661 FMV Midwestern Health Management Inc (Midwestern) L 323987 FMV MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE) B 2314378 FMV MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE) L 15437021 FMV MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE) P 2331867 FMV MOSAIC MEDICAL CENTER-MARYVILLE (MOSAIC-MARYVILLE) S 627183 FMV Northwest Medical Center Association Inc (Mosaic-Albany) L 3923391 FMV Northwest Medical Center Association Inc (Mosaic-Albany) Q 6726861 FMV