2022-11-14T22:36:55-06:00 2021-12-31 ERNST & YOUNG US LLP 55 IVAN ALLEN JR BLVD SUITE 1000 ATLANTA GA 30308 990 2021-01-01 461183948 SUTTER HEALTH PLAN % JONATHAN ZACHRESON SUTT 9162866665 C/O SH TAX 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 REBECCA ALVARADO CFO 9166431245 2022-11-11 true REBECCA ALVARADO 999009999 SARAH ERISMAN P01868655 4048748300 2022-11-10 3 2021 2022-09-23 18:48:47Z SUTTER HEALTH PLUS Phil Jackson 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 619408553 false X WWW.SUTTERHEALTH.ORG X 2012 CA THE SPECIFIC AND PRIMARY PURPOSE OF THIS CORPORATION IS TO SUPPORT OR BENEFIT SUTTER HEALTH AND ITS CHARITABLE SUBSIDIARIES. 9 6 104 8 0 0 0 0 589545321 619337789 110208 66381 6044 4383 589661573 619408553 6000 9000 0 0 17163064 17021431 0 0 0 559687530 603911780 576856594 620942211 12804979 -1533658 155751979 169138076 99397580 113585868 56354399 55552208 X SUTTER HEALTH PLAN PROVIDES COMPREHENSIVE HEALTH CARE COVERAGE OPTIONS THAT OFFER HIGH QUALITY ACCESSIBLE CARE TO OUR SOCIALLY AND ECONOMICALLY DIVERSE COMMUNITIES AT REASONABLE PRICES FOR MEMBERS. false false 589254350 9000 619337789 SEE SCHEDULE O 589254350 false false false false false false false false false true false false false 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 false true true true false true 217 0 true 104 true false false false false false false false false false false false false X 9 6 false false false false true true true true true false false false true true true true true true true false CA X JONATHAN ZACHRESON 9162866665 9100 FOOTHILLS BOULEVARD ROSEVILLE CA 95747 X SARAH KREVANS PRESIDENT & CEO SUTTER HEALTH 1.0 40.0 X 0 9160299 379211 RISHI SIKKA PRESIDENT, SHS ENT, DIRECTOR 1.0 40.0 X 0 1452351 205966 BRIAN DEAN SH VP, CFO, DIRECTOR 1.0 40.0 X 0 1431474 220143 PHIL JACKSON PRESIDENT & CEO, HPP 2.0 40.0 X X 0 1170860 136590 TRACY MESSINEO SH VP, TH & PM, COE & CEO SS 0.0 40.0 X 0 689102 84508 ROBERT J CARNAROLI SH VP, SALES & REL MGMT, HPP 0.0 40.0 X 0 451764 73056 REBECCA ALVARADO CFO, SHP 1.0 40.0 X 0 339954 62343 PETER BERGAMO EXEC DIR, HPP INNOV & ANALYTIC 40.0 0.0 X 341036 0 49246 GRETCHEN LACHANCE SECRETARY & ASSIST GEN COUNSEL 1.0 40.0 X 0 318793 35100 MICHAEL POOLE EXEC DIR, STRATEGY & BUS DEV 40.0 0.0 X 283198 0 42991 ZSOLE MUNOZ DIRECTOR, OPERATIONS 40.0 0.0 X 252965 0 41829 JUNAID I KHAN DIRECTOR SALES-SACRAMENTO AREA 40.0 0.0 X 243575 0 40736 CHRISTINE KEATING-HAWLISCH DIR, MEMBER ENGAGEMENT 40.0 0.0 X 246784 0 26897 JILL A GLENN DIR, UTIL & CASE MGMT (RN) SAC 40.0 0.0 X 235223 0 35645 SUSAN N STEPHENSON DIR, QUALITY AND ACCREDITATION 40.0 0.0 X 224858 0 39907 WESLEY PETERSON DIR, MANAGED CARE ANALYSIS 0.0 40.0 X 0 196942 38076 WILLIAM BRUNETTI DIRECTOR 1.0 0.0 X 0 0 0 DAVE COMERCHERO DIRECTOR, CHAIR 2.0 0.0 X X 0 0 0 CHRISTOPHER COWART DIRECTOR 1.0 0.0 X 0 0 0 CATHY EDDY DIRECTOR 1.0 0.0 X 0 0 0 JIM GRAY DIRECTOR 1.0 0.0 X 0 0 0 CHRISTINE GRIGER MD DIRECTOR 1.0 0.0 X 0 0 0 SUSAN HUANG MD DIRECTOR 1.0 0.0 X 0 0 0 CHARLES STED DIRECTOR, CHAIR FINANCE & PLAN 2.0 1.0 X X 0 0 0 1827639 15211539 1512244 40 true true false HEALTHEDGE SOFTWARE INC 30 CORPORATE DR BURLINGTON MA 01803 HEALTHCARE SFTWR CNS 1530974 MILLIMAN INC 650 CALIFORNIA ST 17TH FLR SAN FRANCISCO CA 941082702 ACTRL & CNS SVCS 1477829 RSC INSURANCE BROKERAGE INC 160 FEDERAL ST BOSTON MA 021101700 INS BROKERAGE SVCS 1218137 COMMERCE PRINTING SERVICE 322 NO 12TH ST SACRAMENTO CA 95811 PRINTING SERVICES 1066294 ITC INFOTECH USA INC 12 ROUTE 17 NO STE 303 PARAMUS NJ 07652 IT CNS SOL & SVS 768348 41 0 PREMIUM REVENUE 524114 619166696 619166696 AFFILIATE RENTAL INCOME 532000 171093 171093 619337789 66381 66381 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 REBATES & REFUNDS 900099 4383 4383 4383 619408553 619337789 70764 9000 9000 0 0 0 716471 716471 0 9183323 9183323 1126425 1126425 5185100 5185100 810112 810112 3627985 3627985 1792510 907294 885216 238691 19497 219194 0 0 6994 6994 70 70 564204 564204 365638 365638 596828 381547 215281 0 610673 610673 19480 19480 0 38635 38635 21738 21738 0 713664 713664 27752820 27579917 172903 CLAIMS 528554499 528554499 INSURANCE BROKER COMMISSIONS 26528587 26528587 PURCHASED SERVICES 10339359 4779144 5560215 BAD DEBT 1143195 1143195 996210 473127 523083 620942211 589254350 31687861 0 79452890 81002080 30824549 30307577 0 0 42361411 55687575 0 0 0 0 0 0 0 0 600900 928731 5109366 4319208 1482010 790158 0 0 0 0 0 0 0 0 1030219 421955 155751979 169138076 45427050 57105365 0 0 51738954 54989305 0 0 0 0 0 0 0 0 0 0 2231576 1491198 99397580 113585868 X 56354399 55552208 0 0 56354399 55552208 155751979 169138076 X -1533658 -310782 1042249 X false true X true false 4115831 3674657 441174 993535 644551 348984 790158 0 INTERCOMPANY PAYABLES 1458259 INSURANCE/SELF-INSURANCE 32939 1491198 X SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE FROM AUDIT: THIS ORGANIZATION WAS PART OF A CONSOLIDATED FINANCIAL SYSTEM AUDIT. THE ASC 740 AUDIT FOOTNOTE DISCLOSURE FOR THE SUTTER SYSTEM IS AS FOLLOWS: SUTTER HEALTH, THE LEGAL ENTITY, AND MANY AFFILIATES HAVE BEEN DETERMINED TO BE EXEMPT ORGANIZATIONS BY THE INTERNAL REVENUE SERVICE AND THE CALIFORNIA FRANCHISE TAX BOARD AND GENERALLY ARE NOT SUBJECT TO TAXES ON INCOME. CERTAIN ACTIVITIES OF SUTTER ARE SUBJECT TO INCOME TAXES; HOWEVER, SUCH ACTIVITIES ARE NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH RESPECT TO ITS TAXABLE ACTIVITIES, SUTTER RECORDS INCOME TAXES USING THE LIABILITY METHOD, UNDER WHICH DEFERRED TAX ASSETS AND LIABILITIES ARE DETERMINED BASED ON THE DIFFERENCES BETWEEN THE FINANCIAL ACCOUNTING AND TAX BASIS OF ASSETS AND LIABILITIES. DEFERRED TAX ASSETS OR LIABILITIES AT THE END OF EACH PERIOD ARE DETERMINED USING THE CURRENTLY ENACTED TAX RATE EXPECTED TO APPLY TO TAXABLE INCOME IN THE PERIODS THAT THE DEFERRED TAX ASSET OR LIABILITY IS EXPECTED TO BE REALIZED OR SETTLED. SUTTER RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS, ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE STATUTE OF LIMITATIONS FOR TAX YEARS 2018 THROUGH 2020 REMAIN OPEN IN U.S. TAX JURISDICTIONS IN WHICH SUTTER AND ITS AFFILIATES ARE SUBJECT TO TAXATION. SUTTER RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN OPERATING EXPENSES. THERE WERE NO SUCH UNCERTAIN TAX POSITIONS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020. X X X X false true false false false false false true false SARAH KREVANS PRESIDENT & CEO SUTTER HEALTH 0 1935922 0 0 0 7224377 0 344838 0 34373 0 9539510 0 4135265 RISHI SIKKA PRESIDENT, SHS ENT, DIRECTOR 0 764249 0 512704 0 175398 0 172338 0 33628 0 1658317 0 248574 BRIAN DEAN SH VP, CFO, DIRECTOR 0 1001858 0 410108 0 19508 0 187638 0 32505 0 1651617 0 0 PHIL JACKSON PRESIDENT & CEO, HPP 0 684264 0 356415 0 130181 0 110238 0 26352 0 1307450 0 168095 TRACY MESSINEO SH VP, TH & PM, COE & CEO SS 0 419706 0 201266 0 68130 0 61338 0 23170 0 773610 0 87935 ROBERT J CARNAROLI SH VP, SALES & REL MGMT, HPP 0 274885 0 141662 0 35217 0 46435 0 26621 0 524820 0 37258 REBECCA ALVARADO CFO, SHP 0 293640 0 42073 0 4241 0 35838 0 26505 0 402297 0 0 PETER BERGAMO EXEC DIR, HPP INNOV & ANALYTIC 279153 0 61404 0 479 0 16973 0 32273 0 390282 0 0 0 GRETCHEN LACHANCE SECRETARY & ASSIST GEN COUNSEL 0 258848 0 58596 0 1349 0 15738 0 19362 0 353893 0 0 MICHAEL POOLE EXEC DIR, STRATEGY & BUS DEV 231187 0 50975 0 1036 0 14056 0 28935 0 326189 0 0 0 ZSOLE MUNOZ DIRECTOR, OPERATIONS 205418 0 46566 0 981 0 12489 0 29340 0 294794 0 0 0 JUNAID I KHAN DIRECTOR SALES-SACRAMENTO AREA 185877 0 56266 0 1432 0 11301 0 29435 0 284311 0 0 0 CHRISTINE KEATING-HAWLISCH DIR, MEMBER ENGAGEMENT 200348 0 44933 0 1503 0 12181 0 14716 0 273681 0 0 0 JILL A GLENN DIR, UTIL & CASE MGMT (RN) SAC 216511 0 16213 0 2499 0 13164 0 22481 0 270868 0 0 0 SUSAN N STEPHENSON DIR, QUALITY AND ACCREDITATION 205838 0 15603 0 3417 0 12515 0 27392 0 264765 0 0 0 WESLEY PETERSON DIR, MANAGED CARE ANALYSIS 0 181821 0 13566 0 1555 0 11055 0 27021 0 235018 0 0 SCHEDULE J, PART I, LINE 3 SUPPLEMENTAL COMPENSATION INFORMATION: THE CEO OF THIS ORGANIZATION IS AN EMPLOYEE OF SUTTER HEALTH, A RELATED TAX-EXEMPT ORGANIZATION. THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARM'S LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. SEE SCHEDULE O NARRATIVE FOR PART VI, LINE 15 FOR A FULL DESCRIPTION OF THE COMPENSATION APPROVAL PROCESS COMPLETED BY SUTTER HEALTH. SCHEDULE J, PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE PURPOSE OF THE NONQUALIFIED RETIREMENT PLAN IS TO PROVIDE SUTTER HEALTH EXECUTIVES WITH A COMPETITIVE RETIREMENT BENEFIT CONSISTENT WITH SUTTER HEALTH'S OVERALL COMPENSATION PHILOSOPHY FOR ALL EMPLOYEES. CONTRIBUTIONS ARE DESIGNED TAKING INTO CONSIDERATION LOST RETIREMENT BENEFITS THAT WOULD OTHERWISE BE OBTAINED THROUGH THE QUALIFIED PENSION PLAN. SUTTER'S PLANS ARE DESIGNED CONSISTENT WITH COMPETITIVE INDUSTRY PRACTICES. THE RETIREMENT PLAN FOR SUTTER HEALTH EMPLOYEES IS A COMBINATION OF 403(B) EMPLOYER MATCH CONTRIBUTIONS AND QUALIFIED PENSION PLAN BENEFITS. SUTTER HEALTH EXECUTIVES ARE GENERALLY INELIGIBLE FOR EMPLOYER MATCH CONTRIBUTIONS. TO ENSURE A COMPETITIVE RETIREMENT BENEFIT, SUTTER HEALTH MAKES AN ANNUAL CONTRIBUTION TO A NON-QUALIFIED 457(F) PLAN FOR ITS EXECUTIVES. THE FORMULA PROVIDES 6% TO 12% OF BASE SALARY PLUS ANNUAL INCENTIVE PLAN AWARD (COMMENSURATE WITH MANAGEMENT LEVEL). CONTRIBUTIONS ARE ALSO MADE FOR A SMALL GROUP OF SENIOR LEVEL EXECUTIVES WHOSE ESTIMATED RETIREMENT BENEFIT (SOCIAL SECURITY PLUS QUALIFIED PLAN BENEFITS PLUS 457(F) FALLS BELOW 50% - 65% OF FINAL 4-YEAR AVERAGE BASE SALARY WHEN RETIRING AT AGE 65 WITH 22.5 YEARS OF SERVICE. TARGET BENEFIT LEVELS ARE DISCOUNTED FOR YEARS OF SERVICE LESS THAN 22.5 AT AGE 65. UNLIKE SUTTER HEALTH'S QUALIFIED PENSION PLAN WHERE EMPLOYEE BENEFITS ARE GUARANTEED (I.E., A DEFINED BENEFIT), SUTTER'S NON-QUALIFIED PLAN BENEFITS ARE NOT GUARANTEED BY SUTTER HEALTH. INVESTMENT RISK IS BORNE BY PARTICIPANTS AND BENEFITS ARE NOT PROTECTED SHOULD SUTTER HEALTH BECOME INSOLVENT. THE FOLLOWING INDIVIDUALS RECEIVED 457(F) NON-QUALIFIED PAYMENTS DURING THE YEAR: SARAH KREVANS: $6,833,449 SCHEDULE J, PART I, LINE 7 NON-FIXED PAYMENTS: SPOT AWARDS ARE INFREQUENTLY USED TO REWARD EMPLOYEES. THERE ARE NO SPECIFIC GUIDELINES FOR THE AMOUNT OF THE SPOT AWARD BUT THE AMOUNT TENDS TO NOT EXCEED 5% TO 15% OF GROSS ANNUAL SALARY. ANNUAL INCENTIVE PLAN (AIP): THE PURPOSE OF THE PLAN IS TO FOCUS EXECUTIVES ON SPECIFIC, SHORTER-TERM GOALS THAT ARE CRITICAL TO THE ACHIEVEMENT OF AFFILIATE, OPERATING UNIT AND SYSTEM-WIDE OBJECTIVES THAT DRIVE OVERALL ORGANIZATION PERFORMANCE. LONG TERM PERFORMANCE PLANS: SUTTER HEALTH ALSO EMPLOYS LONG TERM PERFORMANCE PLANS WHICH ARE DESIGNED TO FOCUS ON LONGER TERM STRATEGIC OBJECTIVES OF THE ORGANIZATION. SUTTER'S LONG TERM PERFORMANCE PLAN APPROACH IS A COMBINATION OF BOTH LONGER TERM MEASURES OF ORGANIZATION SUCCESS AND KEY ORGANIZATION STRATEGIES WHICH REQUIRE THE COMBINED EFFORT OF ALL LEADERSHIP TO ACHIEVE SUCCESS. SUTTER USES A COMMON FATE APPROACH IN THAT ALL LONG TERM PERFORMANCE PLAN PARTICIPANTS ARE MEASURED AGAINST THE SAME, ORGANIZATION-WIDE CRITERIA VS. INDIVIDUAL EFFORTS. THIS FOSTERS A COMMON PURPOSE ACROSS LEADERSHIP AND A SHARED SENSE OF ACCOUNTABILITY FOR THE OVERALL SUCCESS OF SUTTER HEALTH. IN ALL CASES, THE COMPENSATION COMMITTEE OF THE BOARD DETERMINES ACHIEVEMENT OF ORGANIZATION GOALS AND MAKES FINAL AWARD DETERMINATION WHICH MAY RESULT IN A REDUCTION OF AWARD IF APPROPRIATE. ALL SENIOR EXECUTIVE AWARDS ARE REVIEWED FOR COMPENSATION REASONABLENESS AND APPROVED BY THE COMPENSATION COMMITTEE PRIOR TO PAYMENT. FORM 990, PART III, LINE 4A PROGRAM SERVICE ACCOMPLISHMENTS: Sutter Health Plan (doing business as Sutter Health Plus) is an affiliate of the Sutter Health system, a comprehensive network providing integrated care to more than 3 million patients annually through a network of hospitals, medical foundations, urgent and walk-in care centers, home health and hospice services. The Sutter Health system relies on the dedication of more than 85,000 clinicians, nurses, employees and volunteers to deliver high quality and affordable care to more than 100 communities. We believe that all people deserve access to excellent medical care-whoever they are and wherever they live. Sutter Health doctors, hospitals and other caregivers partner with each other to advance our medical services and increase patients' access to them. The primary purpose of Sutter Health Plus is to improve the health of the community by increasing access to Sutter Health's network of high-quality doctors, hospitals and other health care services. The health plan promotes affordability through the delivery of cost-effective health care services; this includes partnering with our provider network to improve quality and reduce costs. Sutter Health Plus is licensed by the Department of Managed Health Care as a Knox-Keene health maintenance organization with plan coverage beginning in January 2014. Sutter Health Plus members are assigned primary care providers exclusively with physicians through related Sutter Health tax-exempt medical foundations. Sutter Health Plus develops its plan products under a not-for-profit mission with a commitment to provide affordably priced HMO health plans in accordance with Patient Protection and Affordable Care Act and federal guidelines that allow Northern California's socially and economically diverse communities to access high quality and accessible care at Sutter Health's network of doctors and hospitals. Sutter Health Plus participates in activities designed to promote the general health of communities, promotes and encourage advancement and improvement of high-quality and cost-effective health care services; and facilitates the interchange of ideas among health care service organizations and communities served. FORM 990, PART VI, LINE 6 & 7A CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS: THIS CORPORATION IS AN AFFILIATE OF SUTTER HEALTH, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. SUTTER HEALTH IS THE SOLE MEMBER WITH THE RIGHT TO ELECT AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, LINE 7B CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS: SUTTER HEALTH AS THE SOLE MEMBER OF THE ORGANIZATION IS ENTITLED TO EXERCISE FULLY ALL RIGHTS AND PRIVILEGES OF MEMBERS OF NONPROFIT CORPORATIONS UNDER THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, AND ALL OTHER APPLICABLE LAWS. THE MEMBER HAS THE RIGHTS AND POWERS TO APPOINT (AND REMOVE) MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, SUBJECT TO THE PROVISIONS OF THE BYLAWS. IN ADDITION, THE MEMBER HAS THE RIGHT TO APPROVE THE FOLLOWING ACTIONS OF THE CORPORATION'S BOARD OF DIRECTORS: A. MERGER, CONSOLIDATION, REORGANIZATION, OR DISSOLUTION OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; B. AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; C. ADOPTION OF OPERATING BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY, INCLUDING CONSOLIDATED OR COMBINED BUDGETS OF THE CORPORATION AND ALL SUBSIDIARY ORGANIZATIONS OF THE CORPORATION; D. ADOPTION OF CAPITAL BUDGETS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; E. AGGREGATE OPERATING OR CAPITAL EXPENDITURES ON AN ANNUAL BASIS THAT EXCEED APPROVED OPERATING OR CAPITAL BUDGETS BY A SPECIFIED DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE GENERAL MEMBER; F. LONG-TERM OR MATERIAL AGREEMENTS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY INCLUDING, BUT NOT LIMITED TO, BORROWINGS, EQUITY FINANCINGS, CAPITALIZED LEASES AND INSTALLMENT CONTRACTS; AND PURCHASE, SALE, LEASE, DISPOSITION, HYPOTHECATION, EXCHANGE, GIFT, PLEDGE, OR ENCUMBRANCE OF ANY ASSET, REAL OR PERSONAL, WITH A FAIR MARKET VALUE IN EXCESS OF A DOLLAR AMOUNT TO BE DETERMINED FROM TIME TO TIME BY THE DIRECTORS OF THE GENERAL MEMBER, WHICH SHALL NOT BE LESS THAN 10% OF THE TOTAL ANNUAL CAPITAL BUDGET OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; G. APPOINTMENT OF AN INDEPENDENT AUDITOR AND HIRING OF INDEPENDENT COUNSEL EXCEPT IN CONFLICT SITUATIONS BETWEEN THE GENERAL MEMBER AND THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; H. THE CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE ENTITY; I. CONTRACTING WITH AN UNRELATED THIRD PARTY FOR ALL OR SUBSTANTIALLY ALL OF THE MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; J. APPROVAL OF MAJOR NEW PROGRAMS AND CLINICAL SERVICES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY. THE GENERAL MEMBER SHALL FROM TIME TO TIME DEFINE THE TERM "MAJOR" IN THIS CONTEXT; K. APPROVAL OF STRATEGIC PLANS OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY; L. ADOPTION OF QUALITY IMPROVEMENT POLICIES NOT IN CONFORMITY WITH POLICIES ESTABLISHED BY THE GENERAL MEMBER; M. ANY SELF DEALING TRANSACTION BETWEEN A DIRECTOR OF THE CORPORATION AND THE CORPORATION OR A SUBSIDIARY OR THE CORPORATION OR AFFILIATE ENTITY OF THE CORPORATION; N. REHIRING, CONTRACTING WITH, OR OTHERWISE COMPENSATING A SUTTER HEALTH EXECUTIVE, OR ANY OFFICER OR MEMBER OF MANAGEMENT OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY AFTER THEIR EMPLOYMENT ENDED. IN ADDITION, THE GENERAL MEMBER SHALL HAVE THE AUTHORITY TO REQUIRE THE PRIOR REVIEW AND APPROVAL OF THOSE ACTIVITIES OF THE CORPORATION OR ANY SUBSIDIARY OR AFFILIATE ENTITY WHICH THE GENERAL MEMBER DETERMINES TO BE MAJOR ACTIVITIES. "MAJOR ACTIVITIES" SHALL BE THOSE WHICH THE GENERAL MEMBER BY A VOTE OF ITS BOARD OF DIRECTORS HAS DECLARED "MAJOR ACTIVITIES". FORM 990, PART VI, LINE 11B PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW FORM 990: SUTTER HEALTH HAS A CENTRALIZED TAX DEPARTMENT RESPONSIBLE FOR THE PREPARATION OF THE FORM 990. ANNUALLY THE TAX DEPARTMENT PROVIDES TRAINING AND EDUCATION TO AFFILIATE PERSONNEL WHO ASSIST THE TAX DEPARTMENT IN COLLECTING AND REVIEWING DATA TO BE REPORTED ON THE FORM 990. THE PREPARATION MATERIAL IS REVIEWED BY VARIOUS DEPARTMENTS INCLUDING TAX, FINANCE, LEGAL, AND HUMAN RESOURCES. A NATIONAL ACCOUNTING FIRM PREPARES AND/OR REVIEWS THE RETURN. A COMPLETED RETURN IS THEN REVIEWED BY THE TAX DEPARTMENT, THE AFFILIATE, AND THE CFO BEFORE THE RETURN IS FILED. FORM 990, PART VI, LINE 12C PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST: EMPLOYEES ARE EDUCATED ON THE CONFLICT OF INTEREST POLICY AND THE NEED TO MAKE DISCLOSURE AS PART OF ANNUAL COMPLIANCE EDUCATION. IN ADDITION, ANNUALLY A DISCLOSURE STATEMENT IS COMPLETED BY ALL DIRECTORS, OFFICERS AND KEY EMPLOYEES. ON THIS STATEMENT THE INDIVIDUAL WILL LIST A WIDE RANGE OF INFORMATION WHICH INCLUDES BUSINESS RELATIONSHIPS, EMPLOYMENT RELATIONSHIPS, PROPERTY INTERESTS, AND THOSE OF RELATED PARTIES. IF THERE IS A POTENTIAL CONFLICT OF INTEREST RELATED TO A PARTICULAR TRANSACTION, THE INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE RELATIONSHIP. THE BOARD CHAIR MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE THE CONFLICT. THE BOARD MAY CONSULT WITH THE OFFICE OF THE GENERAL COUNSEL AS NECESSARY. UNTIL THE POTENTIAL CONFLICT IS RESOLVED, THE BOARD CHAIR (OR COMMITTEE CHAIR AS APPLICABLE) MAY REQUEST THE INDIVIDUAL TO NOT PARTICIPATE DURING RELATED PRESENTATIONS AND DISCUSSIONS. IN ALL CIRCUMSTANCES INVOLVING AN ACTUAL CONFLICT, THE INTERESTED INDIVIDUAL SHALL LEAVE THE ROOM PRIOR TO THE BOARD'S FINAL DISCUSSION AND VOTE. FORM 990, PART VI, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION: THE COMPENSATION COMMITTEE OF THE SUTTER HEALTH BOARD OF DIRECTORS RETAINS ULTIMATE DISCRETIONARY AUTHORITY OVER ALL ELEMENTS OF COMPENSATION TO ASSURE THAT ORGANIZATIONAL PURPOSES ARE APPROPRIATELY BEING SERVED. THE COMPENSATION COMMITTEE USES CREDIBLE DATA SOURCES AND MAINTAINS AN OBJECTIVE "ARMS LENGTH" DECISION-MAKING PROCESS, ENSURING THE INTEGRITY OF SUTTER'S EXECUTIVE PROGRAMS AND CONSISTENCY WITH THE ORGANIZATION'S OVERALL MISSION. IN ORDER TO ENSURE EXTERNAL COMPETITIVENESS, NATIONAL, CALIFORNIA AND LOCAL MARKET AREA COMPENSATION DATA COMPARISONS ARE REVIEWED. COMPETITIVE ANALYSIS INCLUDES: (A) BASE SALARY, (B) TOTAL CASH (BASE SALARY + ANNUAL INCENTIVE), (C) TOTAL DIRECT CASH (BASE SALARY + ANNUAL INCENTIVE + LONG TERM INCENTIVE) AND (D) TOTAL REMUNERATION (BASE SALARY + ANNUAL INCENTIVE + BENEFITS AND LONG TERM INCENTIVE). THIS ANALYSIS INCLUDES COMPARABLE ORGANIZATIONS AND GEOGRAPHIC CONSIDERATIONS. FOR THE MOST SENIOR EXECUTIVE POSITIONS, NATIONAL COMPARISONS FOR ORGANIZATIONS SIMILAR IN SIZE, SCOPE AND COMPLEXITY AS SUTTER HEALTH ARE MOST APPROPRIATE SINCE IT IS A NATIONAL MARKETPLACE IN WHICH SUTTER COMPETES FOR EXECUTIVE TALENT. ON THE OTHER HAND, BECAUSE CALIFORNIA'S UNDERLYING COMPENSATION STRUCTURE IS HIGHER THAN NATIONAL DATA (ESPECIALLY IN THE BAY AREA), REGIONAL PAY ADJUSTMENTS MAY BE MADE. OFFICERS AND KEY EMPLOYEES OF THIS ORGANIZATION UNDERGO A REVIEW AND COMPENSATION COMMITTEE APPROVAL ANNUALLY, AND SUCH APPROVAL IS RECORDED IN THE MINUTES. THE 2021 EXECUTIVE COMPENSATION APPROVAL WAS COMPLETED IN FEBRUARY 2021. FORM 990, PART VI, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, COI POLICY & FINANCIAL STATEMENTS: THE SUTTER HEALTH SYSTEM POSTS ITS CURRENT AND PAST AUDITED FINANCIAL STATEMENTS AT SUTTERHEALTH.ORG. OTHER DOCUMENTS ARE ALSO LOCATED AT THIS WEBSITE INCLUDING THE ANNUAL REPORT, MISSION STATEMENT, HISTORY, AND LINKS TO AFFILIATE WEBSITES. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT AVAILABLE TO THE PUBLIC AT THIS TIME. FORM 990, PART VII, SECTION A COMPENSATION OF BOARD MEMBERS: THE FOLLOWING BOARD MEMBERS OF THE ORGANIZATION ARE FULL-TIME EMPLOYEES (40 HOURS PER WEEK) OF SUTTER HEALTH AND THEIR SUTTER HEALTH SALARIES ARE REPORTED HEREIN. THESE INDIVIDUALS RECEIVE NO COMPENSATION FOR THEIR SERVICE AS BOARD MEMBERS OF THIS ORGANIZATION. - SARAH KREVANS - RISHI SIKKA - BRIAN DEAN - PHIL JACKSON COMMON LAW EMPLOYEES: INDIVIDUALS LISTED AS OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION THAT ARE PAID FULLTIME BY A RELATED ORGANIZATION ARE COMMON LAW EMPLOYEES OF SUTTER HEALTH, A SEPARATE LEGAL ENTITY. IT IS THE INTENTION OF SUTTER HEALTH AND THE FILING ORGANIZATION TO MAKE INFORMATION ACCESSIBLE AND TRANSPARENT, REPORTING THOSE SUTTER HEALTH EMPLOYEES WHO HAVE OFFICER AND KEY EMPLOYEE RESPONSIBILITIES TO THE FILING ORGANIZATION. FORM 990, PART XI LINE 9 OTHER CHANGES IN FUND BALANCE: EQUITY TRANSFERS: $1,042,249 CALIFORNIA PACIFIC MEDICAL CTR FOUND C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942728423 FUNDRAISING CA 501(C)(3) 7 Sutter BH true EAST BAY PERINATAL CENTER C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 510172285 HEALTHCARE CA 501(C)(3) 3 Sutter EBH true MEMORIAL HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942290244 FUNDRAISING CA 501(C)(3) 12A - I Sutter VH true MILLS-PENINSULA HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 237288765 FUNDRAISING CA 501(C)(3) 7 Sutter BH true SAMUEL MERRITT UNIVERSITY 450 30TH STREET STE 2840 OAKLAND CA 94609 942992642 UNIVERSITY CA 501(C)(3) 2 Sutter EBH true SUTTER AUBURN FAITH HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942594966 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER BAY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 940562680 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER BAY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156581 HEALTHCARE CA 501(C)(3) 3 Sutter Hlth true SUTTER COAST HOSPITAL C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942988520 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER DAVIS HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680217870 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER HEALTH 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 942788907 SUPPORTING OR CA 501(C)(3) 12C III-FI NA false SUTTER HEALTH PACIFIC 91-2301 FT WEAVER RD EWA BEACH HI 96706 990298651 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER INSURANCE SERVICES CORPORATION 745 FORT STREET SUITE 1100 HONOLULU HI 96813 990289310 INSURANCE SER HI 501(C)(3) 12C III-FI Sutter Hlth true SUTTER MEDICAL CENTER FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 942788906 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER ROSEVILLE MEDICAL CTR FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680040113 FUNDRAISING CA 501(C)(3) 7 Sutter VH true SUTTER VALLEY HOSPITALS C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 941156621 HOSPITAL CA 501(C)(3) 3 Sutter Hlth true SUTTER VALLEY MEDICAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680273974 HEALTHCARE CA 501(C)(3) 3 Sutter Hlth true SUTTER VISITING NURSE ASSOC AND HOSPICE C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 946068843 HEALTHCARE CA 501(C)(3) 10 Sutter Hlth true TRACY HOSPITAL FOUNDATION C/O SH TAX 2200 RIVER PLAZA DR SACRAMENTO CA 95833 680318845 FUNDRAISING CA 501(C)(3) 12A - I Sutter VH true SURG CTR OF ABSMC 3875 TELEGRAPH OAKLAND CA 94609 470946086 PATIENT CARE CA NA CA PACIFIC ADV IMAG PO BOX 6102 NOVATO CA 94598 562311840 PATIENT CARE DE NA SF ENDOSCOPY CENTER 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 912160588 PATIENT CARE CA NA PRESIDIO SURG CTR 1635 DIVISADERO SAN FRANCISCO CA 94115 320144060 PATIENT CARE CA NA SUT FAIRFIELD SURG 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 300233892 PATIENT CARE CA NA SUT AMADOR SURG CTR 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 461398093 PATIENT CARE CA NA ROSEVILLE ENDOSCOPY 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 870710513 PATIENT CARE CA NA STANISLAUS SRG HOSP 1421 OAKDALE ROAD MODESTO CA 95355 911754157 PATIENT CARE CA NA MEMORIAL MED BLDG 1 1800 COFFEE RD 76 MODESTO CA 95355 770234236 OFFICE RENTAL CA NA MAGNETIC IMAGING AF 2125 OAK GROVE ROAD WALNUT CREEK CA 94598 473696091 PATIENT CARE CA NA ASC OPTRS - SNTA ROSA 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 263386169 CARE MANAGEME CA NA ASC OPTRS - SLO LLC 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 272673776 CARE MANAGEME CA NA ICG CREDIT OPP FUND LP 11111 SANTA MONICA BLVD SUITE 2100 LOS ANGELES CA 90025 814220441 INVESTMENTS CA NA CARLSBAD SURG CTR 6121 PASEO DEL NORTE STE 100 CARLSBAD CA 92011 201413484 PATIENT CARE CA NA COAST CTR FOR ORTHO 3444 KEARNY VILLA ROAD SAN DIEGO CA 92123 330839637 PATIENT CARE CA NA OTAY LAKES SURG CTR 955 LANE AVE SUITE 100 CHULA VISTA CA 91914 200794766 PATIENT CARE CA NA MADISON INTL GLOBAL 410 PARK AVENUE NEW YORK NY 10022 981310251 INVESTMENTS NY NA DIVISADERO HOLDINGS LLC 1635 DIVISADERO SAN FRANCISCO CA 94115 320621050 Outpatient su CA NA PENINSULA ENDOSCOPY 2200 RIVER PLAZA SACRAMENTO CA 95833 271905059 PATIENT CARE CA NA SUTTER HEALTH DEFERRED COMP PLANS' TRUST 2200 RIVER PLAZA DRIVE SACRAMENTO CA 95833 276851989 RABBI TRUST CA NA TRUST true NORTHWOOD EUROPE TE FEEDER LP 1819 WAZEE ST 2ND FLOOR DENVER CO 90202 981272216 HOLDING COMPANY CJ NA C CORP true Lyxsop Segregated Portfolio 1 PO box 10008 Willow House Cricket Square grand cayman CJ KY1-10001 InVESTMENT CJ NA C corp true Lyxsop Segregated Portfolio 2 PO box 10008 Willow House Cricket Square grand cayman CJ KY1-10001 INVESTMENT CJ NA c corp true AQR REAL RETURN OFFSHORE FUND LP 89 NEXUS WAY CAMANA BAY GRAND CAYMAN CJ KY1-9009 980700570 INVESTMENT CJ NA c corp true false false false false false false false false false true false false false false false true false true true SUTTER INSURANCE SERVICES CORPORATION P 123399 FMV Sutter Valley Medical Foundation R 104823050 FMV Sutter Valley Hospitals R 148877215 FMV Sutter Bay Medical Foundation R 60029289 FMV Sutter Bay Hospitals R 82295827 FMV