2022-08-12T11:48:38-05:00 2021-09-30 440160260 FORVIS LLP 1201 Walnut Suite 1700 Kansas City MO 64106 990 2020-10-01 454181103 Hartford HealthCare Endowment LLC HART 8606966232 80 Seymour Street Cheney Building Hartford CT 06102 Mark Keise Chief Investment Officer 8606966232 2022-08-12 1 Mark Keise 999009999 Michael Engle P00482834 8162216300 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z David Holmgren 80 Seymour Street Cheney Building Hartford CT 06102 117058642 0 X N/A X LLC 2016 CT The Foundation is organized and operated to hold and invest the endowment funds exclusively for certain charitable health care organizations in the Hartford HealthCare Corporation integrated system: Windham Community Memorial Hospital, Inc., Midstate Medical Center, Hartford Hospital, The Hospital of Central Connecticut at New Britain General and Bradley Memorial, The William W. Backus Hospital, Rushford Center, Inc., Rushford Foundation, Inc., Hartford HealthCare at Home, Inc., The Charlotte Hungerford Hospital, Hartford HealthCare Senior Services Inc. and Hartford HealthCare Corporation, all of which are section 501(C)(3) organizations under common control and recognized as public charities within the meaning of Section 509(a)(1) or 509(a)(2). 6 0 0 0 -678045 -684190 0 0 0 0 65437349 117058642 0 0 65437349 117058642 0 0 0 0 0 0 0 0 0 2091974 2596095 2091974 2596095 63345375 114462547 1621873000 2059506000 0 0 1621873000 2059506000 None 0 0 694767 The Foundation's sole activity consists of holding pooled endowment funds of certain tax-exempt affiliates of Hartford HealthCare Corporation (HHC)and investing such pooled funds. More specifically, the Foundation's activities supporting these tax-exempt affiliates consists of (a) investing and managing the tax-exempt affiliates' endowment funds; (b) distributing income earned from the endowment funds to the tax-exempt affiliates; and (c) potentially holding and managing other assets owned by the tax-exempt affiliates. The Foundation does not raise, manage or invest on behalf of any entity other than these HHC tax-exempt affiliates. 694767 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 1 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 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 X 6 0 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Carol Wardell 8606966232 181 Patricia M Genova Drive Newington CT 06111 Charles Johnson Director (Thru July 2021) 1.00 59.00 X 0 1637844 87365 Bimal Patel Director 1.00 59.00 X 0 1118518 144997 Gerald Boisvert Director 1.00 59.00 X 0 903361 79820 Patricia Rehmer Director 1.00 59.00 X 0 854533 49962 Donna Handley Director 1.00 59.00 X 0 784677 76359 David Holmgren CIO 60.00 X 0 789851 63513 Gary Havican Director 1.00 59.00 X 0 558673 120925 Rita Parisi Director 1.00 59.00 X 0 568311 68279 0 7215768 691220 0 0 1 0 Man Numeric Emerging Markets Alpha LP 200 Pier 4 Blvd 5th Flr Boston MA 02210 Investment Management 526401 Ardevora Global Equity Fund Class C 5th Flr The Ex Georges Dock Dublin OC Investment Management 482926 AB Global Next 50 Emerging Markets Fund 2-4 rue Eugene Ruppert Luxembourg OC L-2453 Investment Management 440969 Kayne Anderson Rudnick 1800 Avenue of Stars 2nd Floor Los Angeles CA 90067 Investment Management 383708 Garda Fixed Income Relative Value 90 S 7th St Suite 4900 Minneapolis MN 55402 Investment Management 354523 12 11748134 -678045 12426179 105310508 0 105310508 105310508 105310508 117058642 0 -678045 117736687 1901328 1901328 Purchased Services 544380 544380 Federal Income Tax 100000 100000 State Income Tax 40000 40000 Miscellaneous Expenses 10387 10387 2596095 694767 1901328 0 1469403000 1868761000 152470000 190745000 1621873000 2059506000 0 0 X 1213003000 1555426000 408870000 504080000 1621873000 2059506000 1621873000 2059506000 X 114462547 340825452 -17654999 X 0 1 X 1 0 X X X 9 Windham Community Memorial Hospital Inc 060646966 3 1 0 0 Midstate Medical Center 060646715 3 1 0 0 Hartford Hospital 060646668 3 1 0 0 The Hospital of Central Connecticut 060646768 3 1 0 0 Hartford HealthCare at Home Inc 060646938 10 1 0 0 The William W Backus Hospital 060250773 3 1 0 0 The Charlotte Hungerford Hospital 060646678 3 1 0 0 Rushford Center Inc 060932875 7 0 0 0 Hartford HealthCare Senior Services Inc 222635676 10 0 0 0 9 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Schedule A, Part I, Line 12g, Column (iii) Rushford Center Inc. and Hartford HealthCare Senior Services, Inc. are in process of being added to the governing documents. 0 Current Portion of Asset 34402000 C Other Investments 156343000 C 190745000 Central America and the Caribbean - Antigua & Barbuda, Aruba, Bahamas, 0 0 Investments 111519561 East Asia and the Pacific 0 0 Investments 590715 Europe (Including Iceland & Greenland) - Albania, Andorra, Austria, Belgium 0 0 Investments 37741744 Middle East and North Africa 0 0 Investments 183071 North America 0 0 Investments 7381555 0 0 0 0 0 0 157416646 0 157416646 1 0 1 0 1 0 Part III Accounting Method: 0 1 0 0 0 0 0 1 0 Charles Johnson Director (Thru July 2021) 0 714190 0 391142 0 532512 0 19950 0 67415 0 1725209 0 377612 Bimal Patel Director 0 731746 0 358360 0 28412 0 113175 0 31822 0 1263515 0 0 Gerald Boisvert Director 0 495980 0 327822 0 79559 0 19950 0 59870 0 983181 0 0 Patricia Rehmer Director 0 394537 0 181477 0 278519 0 19950 0 30012 0 904495 0 210360 Donna Handley Director 0 493765 0 214681 0 76231 0 19950 0 56409 0 861036 0 0 David Holmgren CIO 0 598445 0 187098 0 4308 0 19950 0 43563 0 853364 0 0 Gary Havican Director 0 378210 0 177402 0 3061 0 70384 0 50541 0 679598 0 0 Rita Parisi Director 0 353037 0 156358 0 58916 0 34200 0 34079 0 636590 0 0 Part I, Line 3 The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Hartford HealthCare Endowment LLC, hires an outside consultant, Human Resources and Compensation Consulting Practice of Gallagher, to determine best practices in governing executive compensation. Please refer to compensation narrative reported on Schedule O. Part I, Line 4b Hartford Healthcare Corporation, a related organization, maintains a 457(f) Supplemental Executive Retirement Plan (SERP). Participants include certain officers and key employees at the President & CEO, Executive Vice President and Senior Vice President levels that are reported by Hartford HealthCare Endowment LLC, its Form 990, Part VII. Contributions are made by Hartford HealthCare Corporation to the plan based on a percentage of the participant's compensation. Participants vest in the plan at the earlier of reaching age 55 and having 5 years of service, death, disability, involuntary separation without reasonable cause, upon reaching age 65 or the occurence of a change in control. Each participant ceases to be eligible for further contributions by Hartford Healthcare Corporation on the date of the participant's separation from service. Participants receive a one-time lump sum payment of the accumulated amount during the 30-day period following the participant's separation from service. 2020 SERP Accruals were made on behalf of the following individuals: Bimal Patel $93,225 Gary Havican $50,434 2020 SERP Payouts were made on behalf of the following individuals: Charles Johnson $226,543* Patricia Rehmer $84,476* Rita Parisi $13,615* Donna Handley $19,577* Gerald Boisvert $19,737* *For these individuals, vesting occurred, causing taxable income. This portion of the vested amount was used to pay the associated tax liability. The remaining balance was deposited into the employee SERP account. Part I, Line 7 Hartford HealthCare Corporation, a related organization, has a Compensation At Risk Plan that encourages and rewards achievements of significant functional goals. These goals contribute to the organization's strategic and financial direction. The plan utilizes market practice alignment to ensure competitive recruitment and retention. Awards are based on CEO and/or Hartford HealthCare Corporation's Compensation Committee discretionary assessment of overall organization performance and individual contribution to results. Form 990, Part VI, Section A, line 4 The Organization's Operating Agreement was amended in FY2021 to include Charlotte Hungerford Hospital. Form 990, Part VI, Section A, line 6 The Foundation is organized as an LLC that elected to be taxed as a corporation and applied for and received tax-exempt status as an organization described in Section 501(c)(3) of the Code. It is a member of the Hartford HealthCare Corporation System (HHC) of which HHC is the parent corporation. Form 990, Part VI, Section A, line 7a HHC has the authority to approve/remove members of the governing body. Form 990, Part VI, Section A, line 7b HHC has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dissolutions etc. Form 990, Part VI, Section B, line 11b The Form 990 was prepared by Hartford HealthCare's Tax Department. It was then reviewed by an independent accounting firm. It was then forwarded to the CIO of the Organization for review. The final form was provided to the entire Board prior to submission to the Internal Revenue Service (IRS). Once the entire review process was completed, the Form was signed by the Chief Investment Officer and then filed with the IRS. Form 990, Part VI, Section B, line 12c The Foundation's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all covered individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of interest disclosure statements are maintained by the HHC Office of Compliance and Integrity (OCI). Employee disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the HHC Conflict of Interest Committee. The Conflict of Interest Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/HHC Affiliate, or, (b) managed through a management plan. Oversight review of physician disclosures is provided by the HHC Physician Conflict Resolution Committee. The Physician Conflict Resolution Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/HHC Affiliate, or, (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable. Form 990, Part VI, Section B, line 15 The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Hartford HealthCare Endowment LLC, hires an outside consultant, Human Resources and Compensation Consulting Practice of Gallagher, to determine best practices in governing executive compensation. The following steps were taken: - The use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of Hartford HealthCare Endowment LLC, established and regularly reviews Executive Compensation Philosophy; - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons; - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors; - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee; - Recommendations are made based on market data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy; -The CEO compensation is reviewed by the Committee and is based on comparative market information and organizational performance; - All changes are reviewed and approved by the Executive Compensation Committee; The compensation determination process for the CEO is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability. Form 990, Part VI, Section C, line 18 The Foundation's Form 990, 990T, Form 1023 and its attachments are available upon request. Form 990, Part VI, Section C, line 19 The Organization's Financial Statements, Governing Documents and the Conflict of Interest Policy are available for inspection upon request at the Organization's address. Form 990, Part XI, line 9: Transfer To Affiliated Entity -17,654,999. Backus HealthCare Inc 326 Washington Street Norwich CT 06360 222481794 Supporting Organization CT 501(c)(3) 12 (a) Hartford HealthCare Corporation 1 Connecticut Health System Inc 80 Seymour Street Hartford CT 06102 222779421 Coordination of Health Care Delivery CT 501(c)(3) 12 (c) Hartford HealthCare Corporation 1 Hartford HealthCare ACO Inc 1290 Silas Deane Hwy 2nd Floor Wethersfield CT 06109 460886367 Government Contracts CT 501(c)(3) 7 Hartford HealthCare Medical Group Inc 1 Hartford HealthCare at Home Inc 1290 Silas Deane Hwy Suite 4B Wethersfield CT 06109 060646938 Home Healthcare CT 501(c)(3) 10 Hartford HealthCare Corporation 1 Hartford HealthCare Corporation One State Street Suite 19 Hartford CT 06102 222672834 Support & Management Svcs. 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501(c)(3) 12 (a) Windham Community Memorial Hospital 1 Advanced Medical Imaging of NW CT LLC 57 Commercial Blvd Torrington CT 06790 061594854 Magnetic Resonance Imaging CT N/A 0 0 Ambulance Service of Manchester LLC PO Box 300 Manchester CT 06450 061557358 Ambulatory Service CT N/A 0 0 Central Connecticut Endoscopy Center 440 New Britain Avenue Plainville CT 06062 141855010 Endoscopy Svcs CT N/A 0 0 Connecticut Imaging Partners LLC c/o Jefferson Radiology 1500 Concor Sunrise FL 33323 134298940 Imaging Services CT N/A 0 0 Connecticut Orthopaedic Surgery Center LLC 205 Sub Way Milford CT 06461 134298940 Surgery Svcs CT N/A 0 0 Connecticut Proton Therapy Center LLC 789 Howard Ave Suite CB 230 New Haven CT 06519 Proton Therapy Services CT N/A 0 0 Constitution Surgery Center East LLC 174 Cross Road Waterford CT 06385 061574704 Surgery Svcs CT N/A 0 0 CT GI Endoscopy Center LLC ( Bloomfield) 4 Northwestern Drive Bloomfield CT 06002 061573358 GI Services CT N/A 0 0 Glastonbury Endoscopy 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