2022-11-11T06:24:13-06:00 2021-12-31 861065772 Deloitte Tax LLP 111 S Wacker Drive Chicago IL 60606 990 2021-01-01 550664138 CAMC Health System Inc CAMC 3043887603 PO Box 1547 Charleston WV 253261547 Jeff Sandene Chief Financial Officer 3043887603 2022-11-10 1 Jeff Sandene 999009999 Rachel Henderson-Pennington P01499421 3124861000 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z Jeff Sandene 501 Morris Street Charleston WV 25301 516517 0 X www.camc.org X 1986 WV To provide support to Charleston Area Medical Center, Inc., a not-for-profit corporation. 17 14 0 14 0 0 0 0 0 0 0 0 588633 516517 588633 516517 0 0 0 0 0 0 0 0 0 588633 516517 588633 516517 0 0 765409704 859902493 14183556 13081359 751226148 846821134 X CAMC Health System, Inc. is organized and shall be operated solely to provide support to Charleston Area Medical Center, Inc. ("CAMC"), a not-for-profit corporation organized under the laws of the state of West Virginia, through the performance of functions of said Charleston Area Medical Center, Inc. or otherwise. 0 0 516517 CAMC Health System, Inc. provides strategic direction, oversight and coordination of the activities of its subsidiaries - Charleston Area Medical Center, Inc. and affiliates - which together comprise CAMC Health System, an integrated health care delivery system. 1 0 0 0 0 0 0 0 0 1 0 0 1 0 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 2 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 17 14 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X Jeff Sandene 3043887603 501 Morris Street Charleston WV 25301 David L Ramsey President & CEO 5.00 52.00 X X 0 1480251 200287 Elie G Gharib MD Director 3.00 50.00 X 0 1430350 56378 Mark A Chandler Vice Chairman 5.00 3.00 X X 0 0 0 William Rice Jr Chairman 3.50 3.00 X X 0 0 0 Charles L Capito Jr Director 2.50 2.50 X 0 0 0 Edwin H Welch Ph D Director 2.50 3.50 X 0 0 0 Eric A Hicks Start 121 Director 2.50 2.50 X 0 0 0 Fonda Elliot Director 2.50 2.50 X 0 0 0 John R Hoblitzell Esq Director 2.50 2.50 X 0 0 0 Karen S Price Director 2.50 2.50 X 0 0 0 Kenneth L Tackett Director 2.50 2.50 X 0 0 0 Melvin Jones Director 2.50 2.50 X 0 0 0 Richard K Umstot MD Dir/Chief of Staff CAMC (Start 1/21) 3.00 3.50 X 0 0 0 S Shawn Groves MD Director 2.50 2.50 X 0 70591 0 Stefan R Maxwell MD Director (Start 1/21) 2.50 3.00 X 0 0 0 Steven L Smith Director 2.50 2.50 X 0 0 0 Wanda Hightower Director 2.50 2.50 X 0 0 0 Glenn Crotty Jr MD COO 5.00 51.00 X 0 1071947 55408 Jeff Sandene CFO 5.00 55.00 X 0 825339 250327 Angela Fenton Hill Secretary & Gen Counsel 5.00 50.00 X 0 484564 278091 Kristi Snyder VP Human Resources 5.00 51.00 X 0 467979 200029 Thomas P McIlwain MD VP Medical Affairs and CMO 5.00 50.00 X 0 614171 43764 Daniel Stross VP Info Services 5.00 50.00 X 0 408618 174314 Robert B Danielson VP Corporate Compliance 5.00 50.00 X 0 238641 22746 Rocky Blake Former Interim VP Info Services 0.00 50.00 X 0 213972 41315 0 7306423 1322659 0 1 1 0 0 Affiliate Support 900099 516517 516517 516517 516517 516517 0 0 441238 441238 41411 41411 13361 13361 Excise Tax 20507 20507 516517 0 516517 0 108875 108875 765300829 859793618 765409704 859902493 2430 2720 14181126 13078639 14183556 13081359 X 658404828 737551291 92821320 109269843 751226148 846821134 765409704 859902493 X 0 95594986 X 0 1 X 1 0 X X 1 Charleston Area Medical Center Inc 550526150 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 Schedule A, Part IV, Section D, Line 3: The supported organization, Charleston Area Medical Center, Inc. ("CAMC") makes recommendations to the parent company, CAMC Health System, Inc. ("CAMCHSI"), that is organized and operated exclusively to provide support to CAMC. The identical makeup of the voting members of the governing bodies, and key corporate officers, of the supporting and supported organizations ensures that the supported organization has a significant voice in the organization's investment policies and in directing the use of the organization's income or assets, which are minimal compared to that of the supported organization. Also, the governing bodies of the supported and supporting organizations each have a Finance Committee where voting membership is identical. Schedule A, Part IV, Section E, Line 3a: The supporting organization has the power to elect all of the members of the supported organization's governing body and to approve the election of key supported organization officers. Schedule A, Part IV, Section E, Line 3b: The supporting organization's primary role is oversight and coordination of the activities of the supported organization and its affiliates, which also provide support to the supported organization. This begins with reserved powers the supporting organization/parent has with respect to its subsidiaries. The parent company and its subsidiaries are managed in a coordinated fashion as a system with significant governing body and management overlap and development of system-wide policies and procedures, and budgeting processes. 92821320 16448523 109269843 79589474 13231846 92821320 68889088 10700386 79589474 71727905 -2838817 68889088 62053091 9674814 71727905 0.29000 0.71000 0 1 1 0 Affiliates - Charleston Area Medical Center, Inc. 600760643 C Affiliates - CAMC Foundation, Inc. 254230638 C Affiliates - CAMC Health Education and Research Institute, Inc. 4802337 C 859793618 Affiliate Payable, Charleston Area Medical Center, Inc. 13078639 13078639 X Part V, Line 4: To further the mission of the organization. Part X, Line 2: CAMCHSI financial statements are audited as part of the financial statements of CAMC Health System, Inc. and Subsidiaries (collectively, the "System"). Language regarding ASC 740 (FIN 48) included in the consolidated footnotes is as follows: "The IRS has determined that CAMC, the Foundation, the Institute and the Health Network are exempt from income taxes under Section 501 (c)(3) of the Code and applicable state statutes. The System does not have any material uncertain tax positions as of December 31, 2021." X X X X 0 1 0 0 0 0 0 0 0 David L Ramsey President & CEO 0 934684 0 361608 0 183959 0 154600 0 45687 0 1680538 0 0 Elie G Gharib MD Director 0 1427749 0 2601 0 0 0 11600 0 44778 0 1486728 0 0 Glenn Crotty Jr MD COO 0 664889 0 200903 0 206155 0 11600 0 43808 0 1127355 0 0 Jeff Sandene CFO 0 528769 0 182283 0 114287 0 203872 0 46455 0 1075666 0 49708 Angela Fenton Hill Secretary & Gen Counsel 0 351937 0 81819 0 50808 0 244634 0 33457 0 762655 0 36420 Kristi Snyder VP Human Resources 0 343460 0 85493 0 39026 0 188635 0 11394 0 668008 0 27036 Thomas P McIlwain MD VP Medical Affairs and CMO 0 445176 0 88056 0 80939 0 11600 0 32164 0 657935 0 0 Daniel Stross VP Info Services 0 376859 0 0 0 31759 0 128959 0 45355 0 582932 0 0 Robert B Danielson VP Corporate Compliance 0 173804 0 36421 0 28416 0 7437 0 15309 0 261387 0 0 Rocky Blake Former Interim VP Info Services 0 198963 0 14609 0 400 0 8887 0 32428 0 255287 0 0 Part I, Line 4b Supplemental Executive Retirement Plan ("SERP"). Participants are key officers of CAMCHSI and subsidiaries. Terms and Conditions of SERP plan: Defined Benefit. Vest at age 60, or later, if one time postponement is made prior to age 59. Deferred vesting date cannot be earlier than age 65 or later than age 68. Benefit at age 60 with 30 years of service is computed as the difference between 55% of Final Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan, Non-Qualified Retirement Restoration Plan and 50% of projected age 62 Primary Social Security Benefit. Eligible to receive SERP benefits upon earliest of: normal retirement or date elected, if extended; death; disability; involuntary termination without cause. Early retirement at age 55 with at least 5 years of service reduced 1.83% for each year of service less 30 and 0.5% reduction for each month prior to Normal Retirement Date (age 60). Taxes due upon distribution. Subject to the Substantial Risk of Forfeiture. Under the Execu-Flex Benefit Plan (409A), executives receive 11% of their salary in flex allowance. This flex allowance is used to elect executive benefits. Any remaining flex allowance is credited to a tax-deferred Capital Accumulation Account. The minimum vesting period is two years, maximum is age 68. A two year non-compete agreement (Substantial Risk of Forfeiture Agreement) applies if termination of employment occurs prior to the vesting date. Certain participants had amounts vested and included as reportable compensation this year, as detailed below: David L. Ramsey - $123,219 Glenn Crotty Jr., M.D. - $72,258 Robert B. Danielson - $20,083 Kristi Snyder - $27,190 Thomas P. McIlwain - $51,439 Angela Fenton Hill - $36,628 Jeff Sandene- $70,997 Form 990, Part VI, Section A, line 2 David L. Ramsey, Elie Gharib, M.D., D.O., Glenn Crotty, Jr., M.D., Jeff Sandene, Robert B. Danielson, Angela Fenton Hill, Daniel Stross, Thomas P. McIlwain, M.D., Kristi Snyder, Rocky Blake, have a business relationship due to joint employment by related companies within the same health system. Form 990, Part VI, Section B, line 11b CAMC Health System, Inc. ("CAMCHSI") compiles necessary information for Form 990 through efforts of various officers and directors of the organization and its affiliates. The return is then prepared and reviewed by an external consultant firm. This firm then reviews the completed Form 990 with the CAMCHSI Board of Directors and its Audit Committee. Form 990, Part VI, Section B, line 12c Corporate officers including the President and Secretary develop the agendas for board meetings and identify and resolve potential conflict of interest issues relative to action items. Annual disclosure procedures are implemented and the board chair and nominating committee periodically review conflict situations. The organization's conflict of interest policy requires all disclosed conflicts to be reported by the Chief Compliance Officer to the CAMC Health System Management Compliance Committee. The Compliance Officer will inform the Board of Directors Audit Committee at their next scheduled meeting of all such activities approved by the CAMC Health System Management Compliance Committee. The Manager (the direct supervisor of a company representative) may concur with the Compliance Officer's decision or may ask that the CAMC Health System Management Compliance Committee review the Conflict of Interest Form in question. The CAMC Health System Management Compliance Committee will then review the conflict of interest in question at the next meeting and their decision is final. Form 990, Part VI, Section B, line 15 The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMC Health System, Inc. subsidiaries and executives (including CAMCHSI's CEO). The Committee uses the data to determine the total compensation of CAMCHSI's CEO and other executive officers. This data is reviewed every two years or when a new person comes into an executive role. Form 990, Part VI, Section C, line 19 The organization's audit is part of a consolidated financial audit for CAMC Health System, Inc. and Subsidiaries. Consolidated audited financial statements are available online at CAMC.org. They are also filed with the WV Health Care Authority where they are available online and in person. There is no formal method of making the organization's Bylaws and Conflict of Interest Policy publicly available, but they are available upon request. The organization's Articles of Incorporation are on file at, and publicly available through, the West Virginia Secretary of State's Office. Form 990, Part XI, line 9: Change in Beneficial Interest in Affiliates 78,044,265. Change in Temp and Permanent Restricted Activities of Subsidiaries 16,448,523. Affiliate Transfers 1,102,198. CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 Medical Educational Research WV 501(c)(3) 12B, II CAMC Health System Inc 1 Charleston Area Medical Center Inc PO Box 1547 Charleston WV 253261547 550526150 Hospital WV 501(c)(3) 3 CAMC Health System Inc 1 CAMC Foundation Inc PO Box 1547 Charleston WV 253261547 310887133 Fundraising WV 501(c)(3) 12C, III-FI CAMC Health System Inc 1 Women and Children's Medical Office Building LLC PO Box 1547 Charleston WV 253261547 550669065 Medical Office Building WV N/A 0 0 General Division Medical Office Building LLC PO Box 1547 Charleston WV 253261547 550623949 Medical Office Building WV N/A 0 0 DASCO-CAMC Home Medical Equipment LLC 501 Morris Street Charleston WV 25301 844487189 Home Medical Equipment WV N/A 0 0 Vandalia Insurance Company 76 St Paul St Ste 500 Burlington VT 05401 030308754 Insurance VT N/A C 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 Charleston Area Medical Center Inc M 441238 Fair Market Value Charleston Area Medical Center Inc S 1618715 Fair Market Value