2022-11-14T17:30:09+00:00 2021-12-31 346565596 ERNST & YOUNG US LLP 2323 VICTORY AVENUE SUITE 2000 DALLAS TX 75219 990 2021-01-01 900532830 Banner Medical Group BANN 6027474000 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 PATRICK RANKIN MD DIRECTOR/CEO 6027474000 2022-11-14 true CAROL KARP 999009999 Patrick Shields P01508556 2149698000 2021 2022-09-23 18:48:47Z PATRICK RANKIN MD 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 482025672 false X WWW.BANNERHEALTH.COM X 2009 AZ ASSIST BANNER HEALTH COMPLETE ITS MISSION TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. 3 0 3678 0 -11452 0 1970598 1892104 410312545 471322235 103993 708970 4293299 8102363 416680435 482025672 0 0 0 0 432980156 502175948 0 0 0 130078297 128498402 563058453 630674350 -146378018 -148648678 84581393 206137720 55883642 157354686 28697751 48783034 TO ASSIST BANNER HEALTH COMPLETE ITS MISSION, BANNER MEDICAL GROUP WAS CREATED TO MAKE HEALTH CARE EASIER, SO LIFE CAN BE BETTER BY PROVIDING INTEGRATED & COORDINATED CARE & POPULATION HEALTH MANAGEMENT. false false 534180370 0 471322235 PROVIDING INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT. SEE SCHEDULE O FOR ADDITIONAL INFORMATION. BANNER MEDICAL GROUP (BMG) WAS FORMED FOR THE PURPOSES OF ENABLING THE BANNER HEALTH (BH) SYSTEM TO PROVIDE INTEGRATED AND COORDINATED CARE AND POPULATION HEALTH MANAGEMENT, THEREBY FURTHERING BANNER'S EXEMPT PURPOSES BY ENABLING IT TO PROVIDE HIGHER QUALITY, MORE EFFICIENT (AND LESS DUPLICATIVE) AND LESS EXPENSIVE HEALTHCARE FOR THE COMMUNITIES IT SERVES. BY CONSOLIDATING PROVIDER EMPLOYMENT WITHIN A SINGLE ENTITY, BMG IS ABLE TO COORDINATE AND INTEGRATE WITH BH IN ORDER TO IMPROVE TRANSPARENCY AND ACCOUNTABILITY IN THE PHYSICIAN OPERATIONS AND TO ALIGN THE PHYSICIAN OPERATIONS MORE FULLY AND CONSISTENTLY WITH THE EXEMPT PURPOSES AND OPERATIONS OF BH. THIS ALLOWS THE BH SYSTEM TO RESPOND TO CHANGES IN THE COMMUNITY HEALTHCARE SYSTEM ENCOURAGED BY THE PATIENT PROTECTION AND AFFORDABLE CARE ACT OF 2010. BMG ACTIVITIES ARE PRIMARILY FUNDED THROUGH PROFESSIONAL REVENUE EARNED THROUGH THE ACTIVITIES OF THE EMPLOYED PROVIDERS AND SUPPORT FROM BH. BMG'S EMPLOYED PROVIDERS PROVIDE THE FOLLOWING SERVICES: A. MOST OF THE PROVIDERS ARE HOUSED IN BANNER HEALTH CLINICS LOCATED THROUGHOUT THE SERVICE AREA OF BH'S ACUTE CARE HOSPITALS. THESE PROVIDERS INCLUDE PRIMARY CARE PROVIDERS AND SPECIALISTS WHO MEET THE HEALTHCARE NEEDS OF THE AREA BY PROVIDING HIGH-QUALITY HEALTHCARE IN A CONVENIENT AND PATIENT-FRIENDLY ENVIRONMENT. A NUMBER OF THESE PROVIDERS WILL EVENTUALLY BE GROUPED INTO LARGER BANNER HEALTH CENTERS WHICH WILL PROVIDE A VARIETY OF PRIMARY AND SPECIALIST PHYSICIAN SERVICES AND ANCILLARY SERVICES SUCH AS CLINICAL LABORATORY, IMAGING, PHYSICAL THERAPY, AMBULATORY SURGERY, AND OTHER SERVICES FOUND IN MULTI-SPECIALTY PHYSICIAN CLINIC SITES. B. ANOTHER GROUP OF BMG'S PROVIDERS ARE WORKING, AND WILL CONTINUE TO WORK, PRIMARILY IN BH'S ACUTE CARE HOSPITALS TO PROVIDE SPECIALTY PROCEDURE-BASED CARE, SUCH AS CARDIOLOGY, GASTROENTEROLOGY, UROLOGY, RADIOLOGY, CARDIOVASCULAR SURGERY, BARIATRIC SURGERY, ORTHOPEDIC SURGERY AND GENERAL SURGERY. THIS GROUP OF PROVIDERS ALSO INCLUDES HOSPITALISTS, WHO PROVIDE 24/7 CARE FOR PATIENTS ADMITTED TO BH'S ACUTE CARE HOSPITALS, AND INTENSIVISTS, WHO PROVIDE CARE FOR PATIENTS ADMITTED TO BH'S INTENSIVE CARE UNITS, INCLUDING INTENSIVISTS WHO ARE EMPLOYED IN BH'S E-ICU, A REMOTE ICU MONITORING SYSTEM THAT ENABLES HIGHLY TRAINED AND EXPERIENCED INTENSIVISTS HOUSED IN REMOTE MONITORING CENTERS TO OBSERVE AND MONITOR ICU PATIENTS ON A 24/7 BASIS, INCLUDING PATIENTS ADMITTED TO ICUS IN BH'S SMALLER, RURAL HOSPITALS. C. ANOTHER COMPONENT OF BMG'S PHYSICIANS ARE ALLIED HEALTH PROVIDERS WHO PROVIDE OCCUPATIONAL HEALTH SERVICES IN BH'S OCCUPATIONAL HEALTH CLINICS. THESE CLINICS PROVIDE TRADITIONAL WORKERS COMPENSATION, EMPLOYEE HEALTH EVALUATIONS AND SIMILAR SERVICES, BOTH FOR BH'S SUBSTANTIAL WORKFORCE AND FOR EMPLOYERS IN THE COMMUNITIES SERVED BY BH'S HOSPITALS. 534180370 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 true true true true false false true 171 0 true 3678 true true true false false false false false false false false false false false X 3 0 false false false false true true true true true false false false true true true true true false true true true X JEAN LANCE 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 CAROL KARP DIRECTOR/TREASURER 20.0 20.0 X X 496981 0 38723 DENNIS BIERLE DIRECTOR/COO/SECRETARY 20.0 20.0 X X 618032 0 153530 PATRICK RANKIN MD DIRECTOR/CEO 20.0 22.0 X X 832161 0 106652 GERALD YACOBUCCI MD PHYSICIAN 40.0 0 X 1309054 0 33569 MARTIN BENOIT MD PHYSICIAN 40.0 0 X 1283827 0 37751 MOHAMMED ALHAMMOURI MD PHYSICIAN 40.0 0 X 1133244 0 26559 SHERWOOD DUHON MD PHYSICIAN 40.0 0 X 1193967 0 29107 STANLEY JOHNSON MD PHYSICIAN 40.0 0 X 1189680 0 28129 DAVID BIXBY FORMER SECRETARY 0.0 42.0 X 0 1770263 658912 ELIZABETH AVANT FORMER ASSISTANT SECRETARY 0.0 42.0 X 0 145227 10996 8056946 1915489 1123928 1167 true true false ATMOSPHERE COMMERCIAL INTERIOR PO Box 86 Minneapolis MN 554861696 Interir Desgin & Furnishings 1809980 JOHNSON AND JOHNSON HEALTH CARE SYSTEMS INC 5972 COLLECTIONS CENTER DR Chicago IL 60693 Medical Supplies 1529842 ANDA 28 3000 ALT BLVD Grand Island NY 14072 Pharmaceuticals 1417189 WILLMENG CONSTRUCTION 1702 E Highland Ste 400 Phoenix AZ 85016 General Contractor 1320640 WEATHERBY LOCUMS INC PO Box 972633 Dallas TX 753972633 Medical Staffing 668412 52 1752104 140000 1892104 HEALTHCARE SERVICES 621111 471333687 471333687 AZ MEDICAL SLEEP INSTITUTE 621500 -11452 -11452 0 0 0 0 471322235 703083 703083 8102363 8102363 0 8102363 8102363 5887 0 5887 5887 5887 0 0 0 0 0 482025672 471333687 -11452 8811333 2246079 2133775 112304 0 445593446 422131276 23462170 8980117 8461777 518340 24389495 22459843 1929652 20966811 19662855 1303956 172981 172981 5165773 3473297 1692476 0 44874 44874 2335516 1919419 416097 411297 372662 38635 25998347 24852783 1145564 254318 198647 55671 4923077 4560041 363036 6703708 6169038 534670 7146094 7146094 Billing 24522673 24522673 Medical Supplies 16229300 16229300 Corporate Allocations 11599414 11599414 Staff Development 1757566 1555657 201909 21233464 0 21233464 0 630674350 534180370 96493980 0 -3386500 -3941611 0 0 0 0 31098625 30485335 0 0 0 0 0 0 21895 17330 2275102 1796030 84411424 36371960 17702206 48039464 0 0 894681 1441369 0 14608169 20501448 21367215 107798355 84581393 206137720 32485118 46989016 0 0 22500 22500 0 0 0 0 0 0 0 0 0 0 23376024 110343170 55883642 157354686 X 27803070 44761457 894681 4021577 0 0 0 0 0 0 28697751 48783034 84581393 206137720 X -148648678 168733961 X false true X true false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2432898 2432898 10503664 5829882 4673782 22864445 4911557 17952888 47219938 25388005 21831933 1390479 242516 1147963 48039464 Accrued Revenue 65220 Right of Use Asset - Leases 106083879 DUE FROM AFFILIATES 1649256 107798355 Finance Lease Obligation 110343170 110343170 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BANNER HAS NOT RECORDED ANY EXPENSE OR ACCRUED FOR ANY RELATED EXPENSE FOR ANY UNCERTAIN TAX POSITIONS. BANNER'S 2018 THROUGH 2021 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR FEDERAL INCOME TAX PURPOSES, WHEREAS THE 2017 THROUGH 2021 TAX YEARS REMAIN SUBJECT TO EXAMINATION FOR STATE TAXING JURISDICTIONS IN WHICH BANNER OPERATES. false true false false false false false true false DENNIS BIERLE DIRECTOR/COO/SECRETARY 329232 0 266995 0 21805 0 130044 0 23486 0 771562 0 73194 0 CAROL KARP DIRECTOR/TREASURER 327585 0 138370 0 31027 0 19973 0 18750 0 535704 0 9272 0 PATRICK RANKIN MD DIRECTOR/CEO 424821 0 384762 0 22577 0 83790 0 22862 0 938813 0 99710 0 ELIZABETH AVANT FORMER ASSISTANT SECRETARY 0 124254 0 20279 0 693 0 3783 0 7213 0 156223 0 0 DAVID BIXBY FORMER SECRETARY 0 625968 0 1039678 0 104617 0 654840 0 4072 0 2429174 0 527679 MOHAMMED ALHAMMOURI MD PHYSICIAN 642207 0 470427 0 20611 0 11450 0 15110 0 1159803 0 0 0 MARTIN BENOIT MD PHYSICIAN 901874 0 359966 0 21987 0 11600 0 26151 0 1321578 0 0 0 SHERWOOD DUHON MD PHYSICIAN 889242 0 295439 0 9285 0 0 0 29107 0 1223073 0 0 0 STANLEY JOHNSON MD PHYSICIAN 819532 0 346514 0 23633 0 1306 0 26823 0 1217809 0 0 0 GERALD YACOBUCCI MD PHYSICIAN 955043 0 345233 0 8778 0 11600 0 21969 0 1342623 0 0 0 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan 1. EXEC 457(B) - COVERED APPROXIMATELY 423 FORMER AND CURRENT EXECUTIVES. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS AND IS 100% VESTED. TAXATION OCCURS UPON DISTRIBUTION. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. CONTRIBUTIONS ARE CALCULATED BASED ON ACTUARIALLY DETERMINED FACTORS. 2. EXEC 457(F) - COVERED SOME OF THE OFFICERS AND DIRECTORS LISTED ON FORM 990, PART VII, SECTION A, LINE 1A. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE) - EARLIER OF AGE 62, 5 YEARS FROM DATE OF DEPOSIT, OR RULE OF 80. TAXATION OCCURS UPON DISTRIBUTION (IF VESTED). THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). 457(F) PAYOUT: CAROL KARP $9,272 DAVID BIXBY $79,670 EMPLOYER 457(F) DEPOSIT: CAROL KARP $11,269 DENNIS BIERLE $17,613 PATRICK RANKIN $33,049 Schedule J, Part I, Line 7 Non-fixed payments 1. THE INDIVIDUALS IDENTIFIED BELOW PARTICIPATE IN A LONG-TERM INCENTIVE PLAN (LTIP) COVERING THREE-YEAR CYCLES FROM 2018-2020, 2019-2021, 2020-2022. THE LTIP WAS DESIGNED AT THE INITIATIVE OF THE BANNER BOARD OF DIRECTORS WITH THE ASSISTANCE OF WILLIS TOWERS WATSON, AND ALL COMPONENTS WERE APPROVED BY THE BOARD. THE PLANS' AREAS OF PERFORMANCE TARGETS INCLUDE: BANNER HEALTH NETWORK COST PER CASE, ELECTRONIC HEALTH RECORD IMPLEMENTATION, COVERED LIVES (POPULATION HEALTH MANAGEMENT) AND HIRING PHYSICIANS. AWARDS ARE CALCULATED AS A PERCENTAGE OF BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE, AND OPPORTUNITY VARIES BY POSITION LEVEL. THE PLAN REQUIRES A THRESHOLD LEVEL OF FINANCIAL PERFORMANCE BEFORE ANY AWARDS CAN BE MADE, AND THE AMOUNT OF THE AWARDS VARIES WITH THE DEGREE OF ACHIEVEMENT OF THE TARGETS. THE MAXIMUM LTIP PAYOUT OPPORTUNITY RANGES FROM 30% TO 255% OF THE BASE SALARY ON THE LAST DAY OF THE THREE-YEAR CYCLE. AWARDS HAVE BEEN ACCRUED UNDER THE LTIP, BUT NO PAYMENTS ARE MADE UNTIL AFTER YEAR-END AND ACHIEVEMENT IS VERIFIED BY THE BANNER HEALTH BOARD COMPENSATION COMMITTEE AND APPROVED BY THE FULL BOARD OF DIRECTORS OF BANNER HEALTH. ALL LTIP COMPENSATION PAYMENTS ARE REPORTED IN THE INCENTIVE AND BONUS COMPENSATION SHOWN IN SCHEDULE J, PART II, COLUMN (B)(II). AMOUNTS PAID FOR 2021 FOR THE 2018-2020 CYCLE ARE REPORTED IN SCHEDULE J, PART II, COLUMN (B) AS BONUS & INCENTIVE COMPENSATION. AMOUNTS ACCRUED FOR 2021 FOR THE 2019-2021, 2020-2022 AND 2021-2023 CYCLES (TO BE PAID OUT IN 2022, 2023 AND 2024 RESPECTIVELY) ARE REPORTED IN SCHEDULE J, PART II, COLUMN (C) AS DEFERRED COMPENSATION. LTIP ACCRUAL: DAVID BIXBY $643,276 DENNIS BIERLE $101,969 PATRICK RANKIN $43,497 LTIP PAY OUT: DAVID BIXBY $527,679 DENNIS BIERLE $73,194 PATRICK RANKIN $99,710 2. BANNER HEALTH HAS A MANAGEMENT INCENTIVE PLAN (MIP) WHICH IS BASED ON COMPANY ACHIEVEMENT OF SEVERAL FINANCIAL AND NON-FINANCIAL/CLINICAL QUALITY METRICS THAT ARE ESTABLISHED ANNUALLY BY THE BANNER HEALTH BOARD OF DIRECTORS. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 7% TO 110% OF BASE SALARY. IN 2021, THERE WERE 1,681 MIP PARTICIPANTS. THE MIP WAS ACCRUED IN 2021 FOR THE 2021 MIP, AND PAYOUTS ON THE 2020 MIP WERE PAID IN 2021. MIP COMPENSATION IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). 3. CLINICAL PHYSICIANS EMPLOYED BY BANNER ARE TYPICALLY PAID ON THE BASIS OF A COMPENSATION SYSTEM THAT INCORPORATES A BASE SALARY AND A NON-FIXED PRODUCTIVITY COMPONENT THAT IS BASED UPON THE PHYSICIAN'S PRODUCTIVITY. ALL BONUS AND INCENTIVE COMPENSATION UNDER THIS PLAN IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). Schedule J, Part I, Line 3 COMPENSATION OF CEO THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. Form 990, Part VI, Line 6 Classes of members or stockholders BANNER MEDICAL GROUP'S (BMG) SOLE MEMBER IS BANNER HEALTH (BH), AN ARIZONA NON-PROFIT CORPORATION, WHICH IS ALSO EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THE BOARD OF DIRECTORS OF BANNER HEALTH, THE SOLE MEMBER, ELECTS THE BOARD OF DIRECTORS OF BANNER MEDICAL GROUP. ANY DIRECTOR MAY BE REMOVED BY BANNER HEALTH AT ANY TIME, WITH OR WITHOUT CAUSE. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders BANNER HEALTH, THE SOLE MEMBER, SHALL HAVE AND EXERCISE THE POWERS HEREAFTER DESCRIBED: (A) APPOINT OR REMOVE THE PRESIDENT, THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (B) EVALUATE THE PERFORMANCE OF, AND ESTABLISH THE COMPENSATION OF, THE PRESIDENT; (C) REVIEW AND APPROVE THE COMPENSATION OF THE CHIEF FINANCIAL OFFICER AND OTHER EXECUTIVE EMPLOYEES OF THE CORPORATION; (D) APPOINT OR REMOVE ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION, WHICH SHALL BE DONE BY VOTE OF THE BOARD OF DIRECTORS OF THE MEMBER; (E) REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS; (F) APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION; (G) REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (H) APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (I) APPROVE THE PURCHASE OR SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER, OR THE MERGER OR CONSOLIDATION OF THE CORPORATION WITH OR INTO ANY OTHER ENTITY; (J) APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE MEMBER; (K) APPROVE ALL DEBT AND GUARANTIES OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER; (L) APPROVE THE INFORMATION TECHNOLOGY INFRASTRUCTURE OF THE CORPORATION; (M) APPROVAL OF THE COMPENSATION PHILOSOPHY, MODELS AND METHODOLOGY FOR PRACTICING CLINICAL PHYSICIANS EMPLOYED BY THE CORPORATION; (N) APPROVAL OF THE PATIENT FINANCIAL ASSISTANCE POLICIES APPLICABLE TO SERVICES PROVIDED BY THE PRACTICING CLINICAL PHYSICIANS AND OTHER HEALTH PROFESSIONALS EMPLOYED BY THE CORPORATION; AND (O) APPROVAL OF ANY ACTION, OR THE PROHIBITION OF ANY ACTION, IN EACH AS IS REASONABLY NECESSARY TO PRESERVE THE STATUS OF THE MEMBER AND OF THE CORPORATION AS ORGANIZATIONS DESCRIBED IN SECTION 501(C)(3) OF THE CODE. Form 990, Part VI, Line 11b Review of form 990 by governing body THE 990 IS REVIEWED BY BANNER HEALTH'S LEGAL DEPARTMENT, TAX DEPARTMENT, INTERNAL ASSURANCE DEPARTMENT AND CERTAIN BANNER MEDICAL GROUP OFFICERS. A MEETING IS HELD WITH THE TAX PREPARER AND A LINE-BY-LINE REVIEW IS DONE PRIOR TO THE FILING OF THE RETURN. THE FORM 990 WILL BE MADE AVAILABLE TO THE GOVERNING BODY AT THE NEXT REGULARLY SCHEDULED BOARD MEETING AFTER FILING. Form 990, Part VI, Line 12c Conflict of interest policy BANNER MEDICAL GROUP (BMG) HAS ADOPTED THE BANNER HEALTH CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL ASSURANCE DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL ASSURANCE DEPARTMENT PREPARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES THE FORM 990 DISCLOSURE. THIS DISCLOSURE IS PRESENTED TO THE LEGAL DEPARTMENT FOR REVIEW. PURSUANT TO BANNER HEALTH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF INTERNAL AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL ITEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. Form 990, Part VI, Line 15b Process to establish compensation of other employees PART VI, LINE 15A WAS ANSWERED "NO" IN ACCORDANCE WITH FORM 990 INSTRUCTIONS BECAUSE THE FILING ENTITY DOES NOT DETERMINE COMPENSATION. THE COMPENSATION OF THE BANNER MEDICAL GROUP CEO IS DETERMINED BY THE BANNER HEALTH EXECUTIVE VICE-PRESIDENT/CHIEF MEDICAL OFFICER AND IS SUBJECT TO OVERSIGHT BY THE BANNER HEALTH BOARD OF DIRECTORS COMPENSATION COMMITTEE IN THE SAME MANNER AS SUCH OVERSIGHT IS EXERCISED OVER OTHER VICE PRESIDENTS AND HIGHER EXECUTIVES OF BANNER HEALTH. THE COMPENSATION OF OTHER OFFICERS OF BANNER MEDICAL GROUP IS ESTABLISHED BY THE BANNER MEDICAL GROUP CEO, IF THEY ARE EMPLOYEES OF BANNER MEDICAL GROUP, OR BY BANNER HEALTH, IF THEY ARE EMPLOYEES OF BANNER HEALTH, IN EACH CASE WITHIN COMPENSATION RANGES SET BY THE BANNER HEALTH COMPENSATION AND BENEFITS DEPARTMENT BASED ON MARKET DATA. BANNER HEALTH'S PROCESS TO DETERMINE THE COMPENSATION OF BANNER MEDICAL GROUP IS AS FOLLOWS: BANNER HEALTH UTILIZES A COMPENSATION COMMITTEE COMPRISED OF INDEPENDENT DIRECTORS THAT EXERCISE OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE PRESIDENT AND CEO AND ALL OTHER SENIOR OF BANNER HEALTH AND ANY OF ITS AFFILIATES, INCLUDING THE BANNER MEDICAL GROUP CEO, AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE: - ASSESSES ANNUALLY THE PERFORMANCE OF THE CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES - ACTS FOR THE BOARD IN THE ENGAGEMENT AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO THE CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION - REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. THE COMPENSATION COMMITTEE RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. THE COMMITTEE ENGAGES A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE ANNUALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: - INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958 - CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR BANNER HEALTH CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE - DETAILS THE AMOUNTS PAID BY BANNER HEALTH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE, AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE CEO AND RECOMMENDS ADJUSTMENTS TO HIS BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HIM, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER COMPENSATION AND BENEFITS DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND PERIODICALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE CEO AND BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE COMPENSATION AND BENEFITS DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2021. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION'S GOVERNING DOCUMENTS, AUDITED FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS. Form 990, Part VII, Section B, Line 1, Column (A) INDEPENDENT CONTRACTORS COMPENSATION AMOUNTS OF THE FIVE HIGHEST PAID INDEPENDENT CONTRACTORS INCLUDE ALL PAYMENTS MADE TO THE INDEPENDENT CONTRACTORS AND MAY INCLUDE GOODS/MATERIALS BECAUSE BREAKDOWN WAS NOT AVAILABLE. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY TRANSFERS - XXX-XX-XXXX; OTHER ADJUSTMENTS - 1934127; BANNER ANESTHESIOLOGISTS - WEST LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901120443 MEDICAL SERVICES AZ 0 0 BMG BANNER CANCER CENTER SPECIALISTS LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730387 MEDICAL SERVICES AZ 56090560 11176653 BMG BANNER CHILDREN'S-BANNER HLTH CLINIC LLC 2901 N CENTRAL AVE SUITE 160 PHOENIZ AZ 85012 900733282 MEDICAL SERVICES AZ 0 0 BMG BANNER HEALTH PHYSICIANS-WEST LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900735046 MEDICAL SERVICES AZ 41673860 4009958 BMG BANNER HEALTH PHYSICIANS-ALASKA LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901072080 MEDICAL SERVICES AZ 0 0 BMG BANNER HOSPITAL BASED PHYSICIANS- AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730395 MEDICAL SERVICES AZ 168309297 49814 BMG BANNER MEDICAL GROUP PEDIATRIC SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861292979 MEDICAL SERVICES AZ 0 0 BMG BANNER MEDICAL GROUP ADULT SLEEP LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861226097 MEDICAL SERVICES AZ 0 0 BMG TOCA AT BANNER HEALTH LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 860087236 MEDICAL SERVICES AZ 0 0 BMG BANNER HOSPITAL BASED PHYSICIANS - WEST 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900735043 MEDICAL SERVICES AZ 0 0 BMG BANNER MEDICAL GROUP DENTAL SERVICES LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 901116748 MEDICAL SERVICES AZ 0 0 BMG BANNER PHYSICIAN SPECIALISTS - AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730397 MEDICAL SERVICES AZ 75069209 44288171 BMG BANNER PHYSICIAN SPR-SPECIALISTS- AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730402 MEDICAL SERVICES AZ 46011762 11917682 BMG BANNER PRIMARY CARE PHYSICIANS - AZ LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900730400 MEDICAL SERVICES AZ 62056756 11917702 BMG BANNER URGENT CARE - ARIZONA LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900735044 MEDICAL SERVICES AZ 0 0 BMG BANNER HEALTH 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 450233470 HOSPITAL AZ 501(c)(3) 3 NA false BANNER ALZHEIMER'S FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 204862361 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER HEALTH FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942545356 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER MEDICAL GROUP COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SERVICES CO 501(c)(3) 3 BANNER HEALTH true BANNER UNIVERSITY MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942958258 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85331 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER AIR LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT DE NA N/A BANNER ATLAS JV LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 831276122 OUTPATIENT SURGERY CENTER AZ NA N/A BANNER WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A BHSM REHABILITATION LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation 150528241 17645511 0.33 true BANNER INDEMNITY LTD PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation true BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMINISTRATION AZ NA C Corporation true NMSI INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 742354291 PPO INSURANCE PROVIDER CO NA C Corporation true THE ORTHOPEDIC CLINIC ASSOCIATION 2222 E HIGHLAND AVE 300 PHOENIX AZ 85016 860087236 ORTHOPEDIC AZ BMG C Corporation 23506111 33505650 1 true THE UNIVERSITY OF ARIZONA HEALTH PLAN - UNIVERSITY HEALTHCARE INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 454370907 HEALTH INSURANCE AZ NA C Corporation true false false true false false false false false false true true false true true true true false false true Banner Health Foundation C 1752104 FMV