2021-10-08T17:21:58-05:00 2020-09-30 346565596 ERNST & YOUNG US LLP 200 CLARENDON ST BOSTON MA 02116 990 2019-10-01 222577707 NORWALK HOSPITAL FOUNDATION NORW 2038522216 34 MAPLE STREET NORWALK CT 06856 STEVEN ROSENBERG CFO AND TREASURER 2037937000 2021-10-08 1 MIKE A CINCOTTA P01595811 6172662000 2019 2022-09-23 18:48:47Z STEVEN ROSENBERG 34 MAPLE STREET NORWALK CT 06856 28407693 0 X WWW.NORWALKHOSPITAL.ORG X 1985 CT THE MISSION OF NORWALK HOSPITAL FOUNDATION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO NORWALK HOSPITAL AND OTHER NOT-FOR-PROFIT NORWALK HOSPITAL AFFILIATES. 8 8 0 10 -1635 -1635 6972209 9814711 0 0 3526910 15525933 14140 1460 10513259 25342104 5847271 2788253 0 0 0 0 0 0 0 3184456 3533138 9031727 6321391 1481532 19020713 137322520 144660617 5566970 2107016 131755550 142553601 THE MISSION OF NORWALK HOSPITAL FOUNDATION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO NORWALK HOSPITAL AND OTHER NOT-FOR-PROFIT NORWALK HOSPITAL AFFILIATES. 0 0 2788253 2788253 0 FOUNDATION FUNDS WERE USED TO SUPPORT A VARIETY OF PATIENT CARE PROGRAMS, SEVERAL KEY POSITIONS, SCHOLARSHIPS, CONTINUING PROFESSIONAL EDUCATION & TRAINING. 2788253 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 8 8 0 0 0 0 1 1 1 1 1 0 0 1 0 0 0 0 0 0 AL CA CT FL HI IL KS KY MD MA MI MN MS NH NJ NM NY NC ND OR PA SC TN UT WI X KAREN DARCY 2037394593 100 RESERVE ROAD DANBURY CT 06810 X STEVEN H ROSENBERG TREASURER 1.00 40.00 X 0 1529199 644898 CAROLYN MCKENNA FROM 0101 SECRETARY 1.00 40.00 X 0 963570 53648 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 1.00 40.00 X 0 602893 20473 ROBERT CIOFFI TO 1231 DIRECTOR 0.50 2.00 X 0 0 0 DOMINICK COLABELLA DIRECTOR 0.50 2.00 X 0 0 0 LEONARD DINARDO FROM 0101 VICE CHAIRMAN 1.00 3.00 X X 0 0 0 LISA A ESNEAULT FROM 0101 CHAIRMAN 1.00 3.00 X X 0 0 0 MARY GRACE GUDIS DIRECTOR 0.50 1.00 X 0 0 0 CAROLINE KELLEN TO 1231 DIRECTOR 0.50 1.00 X 0 0 0 MICHAEL LUBLINSKY TO 1231 DIRECTOR 0.50 1.00 X 0 0 0 JAMES NAUGHTON DIRECTOR 0.50 1.00 X 0 0 0 PRADIP PATHARE MD DIRECTOR 0.50 1.00 X 0 0 0 JEET S SANDHU MD DIRECTOR 0.50 1.00 X 0 0 0 DEBORAH L SEIDEL TO 1231 CHAIRMAN 1.00 3.00 X X 0 0 0 CHRISTIAN J TREFZ DIRECTOR 0.50 1.00 X 0 0 0 0 3095662 719019 0 0 1 0 0 47755 9766956 3220510 9814711 15521828 -1635 15523463 3043354 3039249 4105 4105 4105 27800 47755 26340 1460 1460 25342104 0 -1635 15529028 X 2748253 2748253 40000 40000 256299 256299 3238601 3238601 26772 26772 11466 11466 6321391 2788253 3533138 0 3966703 3028140 5407177 5431371 24782328 24442416 86515 60622 188363 144441 9493 43922 102972104 111654146 98200 0 137322520 144660617 54088 16795 5512882 2090221 5566970 2107016 X 68601926 72450134 63153624 70103467 131755550 142553601 137322520 144660617 X 19020713 -8032522 -190140 X 0 1 X 1 0 X 12050250 11868292 17920897 6972209 9814711 58626359 12050250 11868292 17920897 6972209 9814711 58626359 9791190 48835169 2533258 6705986 12080595 3526064 15523463 40369366 0 0 116400 253622 319103 87317 27800 804242 99799967 0.48930 0.51680 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: GROSS RECEIPTS FROM RELATED ACTIVITIES - 2015 AMOUNT: $ 116,400. 2016 AMOUNT: $ 253,622. 2017 AMOUNT: $ 319,103. 2018 AMOUNT: $ 87,317. 2019 AMOUNT: $ 27,800. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 30034023 1988844 2002292 433430 33591729 29117913 469200 838216 391306 30034023 27094000 855045 1371019 202151 29117913 23586000 2306771 1538000 336771 27094000 21786956 1166396 711000 78351 23586001 0.40520 0.42520 0.16960 0 1 1 188363 144441 43922 43922 PARTNERSHIPS 111654146 F 111654146 DUE TO WCHN, INC. 9059 DUE TO DH-NM FOUNDATION 499802 DUE TO DANBURY HOSPITAL 9 DUE TO NORWALK HOSPITAL ASSN 1500541 DUE TO WCMG 80810 2090221 X PART V, LINE 4: NORWALK HOSPITAL FOUNDATION'S ENDOWED FUNDS MAY BE USED TO SUPPORT THE CAPITAL AND OPERATING EXPENSES OF NORWALK HOSPITAL ASSOCIATION AND THEIR NOT-FOR-PROFIT AFFILIATES, AND MAY INCLUDE SCHOLARSHIPS, SALARIES, ETC., ALL AS DICTATED BY DONOR INTENT. PART X, LINE 2: AS OF SEPTEMBER 30, 2020, THERE ARE NO UNRECOGNIZED TAX BENEFITS RESULTING FROM UNCERTAIN TAX POSITIONS. 2020 WALK/RUN (VIRTUAL) 75555 47755 27800 26340 75555 47755 27800 26340 26340 1460 1 NORWALK HOSPITAL ASSOCIATION 24 STEVENS STREET NORWALK CT 06850 066068853 501(C)(3) 2029413 177156 FMV COVID-19 IN-KIND CONTRIBUTIONS OPERATIONAL SUPPORT WESTERN CT HEALTH NETWORK 24 HOSPITAL AVENUE DANBURY CT 06810 222594977 501(C)(3) 39929 OPERATIONAL SUPPORT NUVANCE HEALTH MEDICAL PRACTICE CT INC 14 RESEARCH DRIVE SUITE 201A BETHEL CT 06801 061137531 501(C)(3) 298630 OPERATIONAL SUPPORT DANBURY HOSPITAL 24 HOSPITAL AVENUE DANBURY CT 06810 060646597 501(C)(3) 203125 OPERATIONAL SUPPORT 4 STUDENT SCHOLARSHIPS 16 40000 PART I, LINE 2: GRANTS WERE MADE TO NORWALK HOSPITAL ASSOCIATION INC., WESTERN CT HEALTH NETWORK AND WESTERN CT MEDICAL GROUP AND DANBURY HOSPITAL, RELATED 501C3 ORGANIZATIONS, THEREFORE IT WAS NOT NECESSARY TO REVIEW THE PUBLIC CHARITY STATUS OF THE DONEE. THE PURPOSE OF THE GRANT FUNDS ARE REVIEWED AND APPROVED BY NORWALK HOSPITAL FOUNDATION OFFICERS TO ASSURE COMPLIANCE WITH DONOR INTENTIONS AND/OR BOARD APPROVALS. SCHOLARSHIPS GRANTS - AN ANNUAL CYCLE TO DETERMINE AWARDS IS FOLLOWED. ANNUAL CYCLE FOR THE NHF NURSING SCHOLARSHIPS: FEBRUARY - NHF NURSING SCHOLARSHIP COMMITTEE MEMBERSHIP IS CONFIRMED. THE COMMITTEE CONSISTS OF WCHN NURSING LEADERSHIP, BOARD MEMBERS, RNS, AND FOUNDATION STAFF MEMBERS. - THE COMMITTEE REVIEW'S THE SCHOLARSHIP APPLICATION FORM FROM THE PREVIOUS YEAR AND RECOMMENDS MODIFICATIONS. - CURRENT FUNDS AVAILABLE IN EACH SCHOLARSHIP ARE VERIFIED. - DETERMINATION IS MADE AS TO THE DOLLAR AMOUNT TO BE AWARDED FROM EACH SCHOLARSHIP BASED ON THE CURRENT FUNDS. - APPLICATION DEADLINE SET MARCH - UPDATED NURSING SCHOLARSHIP APPLICATION FORM IS UPLOADED TO THE NH PORTAL - VSO ANNOUNCEMENT IS WRITTEN / NH GLOBAL EMAIL SENT NOTIFYING THAT THE APPLICATION IS NOW AVAILABLE AND THE DEADLINE IS SPECIFIED MARCH/APRIL - COMPLETED APPLICATIONS ARE RECEIVED AT THE NH FOUNDATION OFFICE * APPLICATION INFORMATION IS RECORDED ON A SPREADSHEET * APPLICATIONS ARE SCANNED INTO THE I DRIVE * SCANNED APPLICATIONS ARE EMAILED WEEKLY TO EACH COMMITTEE MEMBER TO BEGIN THEIR REVIEW - NURSING SCHOLARSHIP COMMITTEE REVIEW/AWARD MEETING IS SET - AT DEADLINE, THE APPLICATION IS REMOVED FROM THE PORTAL AND NO FURTHER APPLICATIONS ARE ACCEPTED MAY - NURSING SCHOLARSHIP COMMITTEE MEETS AT NORWALK HOSPITAL - ALL COMPLETED APPLICATIONS ARE REVIEWED AND DISCUSSED - AWARD WINNERS ARE AGREED UPON - AWARD RECIPIENTS ARE ANNOUNCED BY DIRECT MAIL, EMAIL, VSO ARTICLE, AND SUPERVISOR NOTIFICATION MAY/JUNE - SCHOLARSHIP DONORS RECEIVE THANK YOU LETTERS CONTAINING THE NAME(S) OF THE AWARDEE(S) OF THEIR SCHOLARSHIP - THANK YOU LETTERS FROM AWARD WINNERS ARE RECEIVED AND SHARED WITH LIVING SCHOLARSHIP DONORS AND THE SCHOLARSHIP COMMITTEE - AWARD CHECKS ARE REQUESTED TO BE CUT - CHECKS ARE MADE OUT TO THE AWARDEE'S COLLEGE/UNIVERSITY - CHECKS ARE MAILED TO THE AWARDEES 0 1 0 0 0 0 0 1 0 STEVEN H ROSENBERG TREASURER 0 653858 0 532200 0 343141 0 605000 0 39898 0 2174097 0 311957 CAROLYN MCKENNA FROM 0101 SECRETARY 0 467018 0 489986 0 6566 0 13750 0 39898 0 1017218 0 0 GRACE LINHARD CHIEF DEVELOPMENT OFFICER 0 348637 0 226500 0 27756 0 16500 0 3973 0 623366 0 0 PART I, LINE 4B WESTERN CONNECTICUT HEALTH NETWORK (WCHN), A RELATED ORGANIZATION, PREVIOUSLY ESTABLISHED A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WHICH PROVIDES SUPPLEMENTAL RETIREMENT BENEFITS TO KEY MEMBERS OF THE EXECUTIVE GROUP. UNDER THE AGREEMENTS FOR THE SERP, AMOUNTS PROMISED TO ELIGIBLE EXECUTIVES ARE BASED ON TARGETED RETIREMENT BENEFITS AND THE PAYMENT OF BENEFITS IS SUBJECT TO VESTING. THE BENEFITS AT THE VESTED AGE ARE PROVIDED IN THE FORM OF AN ACTUARIAL EQUIVALENT LUMP SUM PLUS A TAX GROSS-UP AMOUNT TO THE PARTICIPANTS. WCHN MAINTAINS AN ACCRUAL ON ITS BOOKS FOR THE PARTICIPANTS OF THE SERP. THE ACCRUALS ARE MAINTAINED SOLELY FOR ACCOUNTING PURPOSES AND ARE UNFUNDED. OF THE INDIVIDUALS REPORTED ON SCHEDULE J, PART II, ONLY STEVEN H. ROSENBERG PARTICIPATED IN THE WCHN SERP AND ACCRUED BENEFITS. FOR CALENDAR YEAR 2019, STEVEN H. ROSENBERG RECEIVED A PAYOUT OF $311,957, WHICH IS REFLECTED AS COMPENSATION ON SCHEDULE J, PART II ON THE FORM 990, FOR THE CURRENT YEAR. PART I, LINE 7 NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIVE PLAN (EXCERPTS FROM) THE PURPOSE OF THE NUVANCE HEALTH ANNUAL LEADERSHIP INCENTIIVE PLAN ("PLAN") IS TO ENGAGE AND MOTIVATE THE ORGANIZATION'S LEADERS TO FURTHER THE CHARITABLE MISSION OF NUVANCE HEALTH AND ITS AFFILIATES AND SUBSIDIARIES, BY PROMOTING EFFECTIVE MANAGEMENT OF OPERATIONS, DELIVERY OF HIGH QUALITY CARE AND SERVICE, AND RESPONSIBLE USE OF RESOURCES TO MEET COMMUNITY NEEDS. THIS PLAN IS INTENDED TO ASSIST NUVANCE HEALTH, AND ITS AFFILIATES AND SUBSIDIARIES TO ATTRACT AND RETAIN LEADERSHIP WITH THE TALENT AND EXPERIENCE NEEDED TO BE SUCCESSFUL BY PROVIDING MEANINGFUL INCENTIVES AND REWARDS FOR OUTSTANDING PERFORMANCE. INDIVIDUALS MUST BE AN ELIGIBLE EMPLOYEE TO BE CONSIDERED AS A PARTICIPANT IN THIS PLAN. AN ELIGIBLE EMPLOYEE IS AN INDIVIDUAL EMPLOYED BY NUVANCE HEALTH AND HOLDS A POSITION ASSIGNED TO ONE OF THE FOLLOWING TIERS, AS OF APRIL 30TH OF THE PLAN YEAR: -TIER I, PRESIDENT, CEO, SENIOR EXECUTIVE -TIER II, EXECUTIVE -TIER III, SENIOR LEADER (A) -TIER III, SENIOR LEADER (B) -TIER IV, LEADER (A) ORGANIZATIONAL GOALS ARE GENERALLY BASED ON THE FOLLOWING CATEGORIES AND ARE WEIGHTED THROUGH A SPLIT BETWEEN ORGANIZATIONAL AND INDIVIDUAL: QUALITY AND SERVICE PEOPLE AND CULTURE PATIENT EXPERIENCE FINANCIAL STRENGTH EACH PLAN YEAR, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD ("THE COMMITTEE"), IN ITS SOLE DISCRETION AND UNLESS OTHERWISE APPROPRIATELY DELEGATED, SELECTS PARTICIPANTS FROM A LIST OF ELIGIBLE EMPLOYEES NOMINATED BY THE CEO. THE CEO, EX OFFICIO, IS AN ELIGIBLE EMPLOYEE FOR PURPOSES OF SELECTION TO PARTICIPATE IN THE PLAN. EACH PLAN YEAR, THE COMMITTEE, BASED ON INPUT FROM THE CEO, MAY ESTABLISH A THRESHOLD AWARD, A TARGET AWARD AND/OR A MAXIMUM AWARD FOR EACH PARTICIPANT. AWARD OPPORTUNITIES ARE ESTABLISED BASED ON COMPETITIVE MARKET PRACTICES AND ON NUVANCE HEALTH'S COMPENSATION PHILOSOPHY. AWARD OPPORTUNITIES MAY BE BASED ON ADDITIONAL FACTORS, INCLUDING NUVANCE HEALTH'S FINANCIAL AND OPERATIONAL PERFORMANCE, REFLECTING MARKET PAY PRACTICES AND BENCHMARKING FOR COMPARABLE POSITIONS, AND ANY OTHER FACTORS DEEMED RELEVANT BY THE COMMITTEE. EACH PLAN YEAR, THE COMMITTEE, AND UNLESS OTHERWISE APPROPRIATELY DELEGATED FOR ANY PLAN YEAR, SHALL ESTABLISH PERFORMANCE GOALS TO EVALUATE THE PERFORMANCE OF EACH PARTICIPANT. AFTER COMPLETION OF EACH PLAN YEAR, THE COMMITTEE MAY EVALUATE WHETHER THE PERFORMANCE OF NUVANCE HEALTH AND PARTICIPANT MEETS OR EXCEEDS THE PERFORMANCE GOALS ESTABLISHED FOR THE PLAN YEAR. IF PERFORMANCE WARRANTS, THE COMMITTEE MAY APPROVE A FINAL AWARD AMOUNT FOR EACH PARTICIPANT AND APPROVE ANY ADDITIONAL CONDITION ON PAYMENT OF THE AWARD. FORM 990, SCHEDULE J, PART III THE ORGANIZATION RELIED ON A RELATED ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. WHICH USED THE FOLLOWING METHODS DESCRIBED BELOW TO ESTABLISH TOP MANAGEMENT'S COMPENSATION: -INDEPENDENT COMPENSATION CONSULTANT -WRITTEN EMPLOYMENT CONTRACT FOR PHYSICIAN EXECUTIVES -COMPENSATION SURVEY OR STUDY -APPROVAL BY BOARD COMPENSATION COMMITTEE -COMPENSATION COMMITTEE X 15679 3043354 FAIR MARKET VALUE X 8424 109764 FAIR MARKET VALUE X 85580 67392 FAIR MARKET VALUE 0 0 0 PART I, COLUMN (B): THE NUMBERS REPORTED IN COLUMN (B) REPRESENT THE NUMBER OF ITEMS CONTRIBUTED. FORM 990, PART VI, SECTION A, LINE 6 LINE 6 EXPLANATION - WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF NORWALK HOSPITAL FOUNDATION. NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. FORM 990, PART VI, SECTION A, LINE 7A LINE 7A EXPLANATION - THE WESTERN CONNECTICUT HEALTH NETWORK, INC. ("THE MEMBER") SHALL HAVE THE EXCLUSIVE RIGHT (I)TO ELECT THE CORPORATION'S BOARD OF DIRECTORS AND TO APPOINT INDIVIDUALS TO FILL VACANCIES ON THE BOARD OF DIRECTORS; (II)AMEND THE BYLAWS OF THE CORPORATION; AND (III)TO REMOVE ANY DIRECTOR WITH OR WITHOUT CAUSE. FORM 990, PART VI, SECTION A, LINE 7B LINE 7B EXPLANATION - CERTAIN FUNDAMENTAL DECISIONS TO BE UNDERTAKEN BY THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER. (A) THE ACTIONS LISTED BELOW, TAKEN FOR THE CORPORATION OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A SUBSIDIARY ("FOUNDATION SUBSIDIARY") SHALL NOT REQUIRE APPROVAL BY THE BOARD AND ARE RESERVED SOLELY TO THE MEMBER: (I) THE AMENDMENT OF THESE BYLAWS; (II) THE ELECTION OR REMOVAL OF A DIRECTOR; (III) APPROVAL OF POLICIES RELATING TO THE CONTROL AND SUPERVISION OF THE INVESTMENT OF THE CORPORATION'S FUNDS, AND THE FUNDS OF ANY FOUNDATION SUBSIDIARY, INCLUDING, BUT NOT LIMITED TO, THOSE FUNDS AND PROPERTIES WHICH MAY HAVE BEEN DONATED, BEQUEATHED OR DEVISED, OR GIVEN IN TRUST FOR THE LIMITED OR GENERAL USE OF THE CORPORATION OR A FOUNDATION SUBSIDIARY; (IV) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO ANY QUALIFIED BENEFIT PLAN (UNLESS THE TERMS OF THE PLAN REQUIRE APPROVAL OF THE BOARD, IN WHICH CASE THE MEMBER SHALL ALSO APPROVE SUCH ACTION); (V) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO ANY NON-QUALIFIED BENEFIT PLAN; AND (VI) APPROVAL OF THE ADOPTION OF OR AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING: (A) INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (B) CONFLICTS OR DUALITIES OF INTEREST; (C) ACCOUNTING AND INVESTMENT STANDARDS AND PRACTICES; AND (D) SUCH OTHER POLICIES AS THE MEMBER MAY FROM TIME TO TIME DETERMINE. (B) THE ACTIONS LISTED BELOW, TAKEN FOR THE CORPORATION OR IN ITS CAPACITY VOTING AS A SHAREHOLDER OR MEMBER OF A FOUNDATION SUBSIDIARY, WHICH REQUIRE APPROVAL OF THE BOARD, MUST ALSO BE APPROVED BY THE MEMBER: (I) THE ELECTION AND REMOVAL OF A DIRECTOR OF A FOUNDATION SUBSIDIARY; (II) THE ELECTION OF THE OFFICERS OF THE CORPORATION; (III) APPROVAL OF THE CAPITAL BUDGET AND OPERATING BUDGET OF THE CORPORATION AND OF ANY FOUNDATION SUBSIDIARY; (IV) AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (V) AMENDMENT OF THE BYLAWS OR OPERATING AGREEMENT OF ANY FOUNDATION SUBSIDIARY; (VI) THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (VII) APPROVAL OF THE CREATION OF ANY CORPORATION OF WHICH THE CORPORATION OR A FOUNDATION SUBSIDIARY IS THE SOLE OR CONTROLLING MEMBER OR SOLE OR CONTROLLING SHAREHOLDER; THE MERGER OR CONSOLIDATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY WITH ANOTHER CORPORATION; AND THE REORGANIZATION, LIQUIDATION OR DISSOLUTION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY; (VIII) APPROVAL OF LOANS BY THE CORPORATION OR ANY FOUNDATION SUBSIDIARY, OR THE INCURRING OF ANY INDEBTEDNESS, SECURED OR UNSECURED, WHICH EXCEEDS FIFTY THOUSAND DOLLARS ($50,000) OR WHICH HAS A TERM LONGER THAN ONE YEAR; (IX) APPROVAL OF UNBUDGETED EXPENDITURES IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000) OR ANY INCREASE IN ANY APPROVED ANNUAL OPERATING OR CAPITAL BUDGET; (X) APPROVAL OF ANY AGREEMENT OR TRANSACTION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY INVOLVING AN AMOUNT GREATER THAN TWO HUNDRED THOUSAND DOLLARS ($200,000), OTHER THAN AN AGREEMENT RELATING TO THE DONATION OF FUNDS TO THE CORPORATION OR A FOUNDATION SUBSIDIARY, WITH ANOTHER INDIVIDUAL OR ENTITY, PROVIDED THAT ANY UNBUDGETED TRANSFER OF FUNDS IN EXCESS OF THE AGGREGATE AMOUNT OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) PER FISCAL YEAR BY GRANT, GIFT OR SIMILAR ARRANGEMENT FROM THE CORPORATION TO ANY ENTITY NOT AFFILIATED WITH THE MEMBER MUST ALSO BE APPROVED BY THE MEMBER; (XI) APPROVAL OF THE AFFILIATION OF THE CORPORATION OR ANY FOUNDATION SUBSIDIARY WITH ANY OTHER ENTITY FOR THE PURPOSES OF THE JOINT CONDUCT OF BUSINESS OR OTHER PURPOSES, WHETHER IN THE FORM OF PARTICIPATION IN SAID ENTITY THROUGH THE HOLDING OF STOCK OR BY MEMBERSHIP OR IN THE FORM OF PARTNERSHIP, JOINT VENTURE, CO-TENANCY OR ANY OTHER FORM OF OWNERSHIP OR CONTROL; (XII) CREATION OF ANY COMMITTEE WHICH SHALL HAVE THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OR ON BEHALF OF ANY FOUNDATION SUBSIDIARY; (XIII) APPROVAL OF ANY CONVEYANCE OF, OR THE GRANTING OF MORTGAGES OR TRUSTS ON ANY REAL PROPERTY ASSETS OF THE CORPORATION OR OF ANY FOUNDATION SUBSIDIARY; AND (XIV) APPROVAL OF THE STRATEGIC PLAN OF THE CORPORATION AND OF ANY FOUNDATION SUBSIDIARY. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE ORGANIZATION AND A DRAFT FORM 990 IS REVIEWED BY INTERNAL MANAGEMENT. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE BOARD MEMBERS, THE ULTIMATE PARENT OF THE ORGANIZATION, TO REVIEW PRIOR TO FILING. THE FORM 990 IS THEN SIGNED AND FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12 OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. FORM 990, PART VI, SECTION B, LINE 15 NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. OVERALL EXECUTIVE REWARDS PROGRAM WILL EMPHASIZE PERFORMANCE-BASED ELEMENTS, WHEREBY TARGETED LEVELS OF COMPENSATION WILL ONLY BE ACHIEVED IF THE ORGANIZATION AND INDIVIDUAL ACHIEVE "STRETCH" GOALS AND OBJECTIVES. BASED ON THE LABOR MARKETS FOR TALENT FOR EXECUTIVE ROLES, NUVANCE HEALTH WILL UTILIZE A WEIGHTED BLEND OF BOTH NATIONAL COMPARABLY-SIZED HEALTH CARE PROVIDER MARKET DATA WITH A +30% GEOGRAPHIC DIFFERENTIAL APPLIED (DIFFERENTIAL TO BE VALIDATED ON A PERIODIC BASIS) AT TWO-THIRDS WEIGHT AND NATIONAL COMPARABLY-SIZED GENERAL INDUSTRY DATA, FOR IDENTIFIED ROLES WHERE SKILL SETS OVERLAP AT ONE-THIRD WEIGHT. GEOGRAPHIC DIFFERENTIAL REFLECTS THE OBSERVED AND REPORTED COMPENSATION DIFFERENTIAL BETWEEN NUVANCE HEALTH'S OPERATING REGION AND THE BROADER NATIONAL HEALTH CARE PROVIDER MARKET. NUVANCE HEALTH'S TOTAL REWARDS PHILOSOPHY AND PRACTICES ARE TARGETED AT THE 50TH PERCENTILE OF THE RELEVANT MARKET FOR BASE SALARY, AND 75TH PERCENTILE FOR TOTAL CASH AND TOTAL DIRECT (WHERE AVAILABLE) COMPENSATION ELEMENTS IF TARGET PERFORMANCE IS ACHIEVED UNDER VARIABLE COMPENSATION PROGRAMS. NUVANCE HEALTH'S COMMITTEE HAS DISCRETION TO POSITION INDIVIDUAL LEVELS ABOVE OR BELOW THIS TARGETED COMPETITIVE POSITIONING, BASED ON SUCH FACTORS AS POSITIONING TO MARKET, HIGH DEMAND SKILLSETS AND DIFFICULT TO FILL OR CRITICAL TO THE ORGANIZATION'S STRATEGY AND SUCCESS. OUR GOVERNANCE PROMOTES CONSISTENCY AND EQUITY; PROVIDES CLARITY AND GUIDANCE TO DECISION-MAKERS; ENSURES STANDARD PROCESSES AND PROCEDURES FOR ASSESSING, CALIBRATING, ADMINISTERING, AND DELIVERING EFFECTIVE TOTAL REWARDS THROUGHOUT THE NUVANCE HEALTH SYSTEM. OVERSIGHT AND GOVERNANCE OF THE EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAMS FOR ELIGIBLE EXECUTIVES/DISQUALIFIED INDIVIDUALS (CURRENTLY CEO, PRESIDENT AND TIERS 1 AND 2) WILL BE AT THE COMPENSATION COMMITTEE OF THE BOARD LEVEL, AND WILL FOLLOW A STRUCTURED AND RIGOROUS PROCESS TO ENSURE COMPLIANCE WITH INTERMEDIATE SANCTIONS UNDER IRS GUIDELINES. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY & FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VI, LINES 12A, 13 &14 THE POLICIES EXIST AT THE PARENT LEVEL, WHICH ARE FOLLOWED BY EACH ENTITY AND ARE APPROVED BY THE PARENT BOARD, BUT NOT EACH INDIVIDUAL BOARD. THIS EXCLUDES THE RECORD RETENTION POLICY, WHICH IS APPROVED ONLY BY THE PARENT AUDIT COMMITTEE. FORM 990, PART VII LISA A. ESNEAULT, FORMERLY VICE CHAIRMAN, BECAME THE CHAIRMAN ON JANUARY 1, 2020. ROBERT CIOFFI WAS A DIRECTOR UNTIL DECEMBER 31, 2019. CAROLINE KELLEN WAS A DIRECTOR UNTIL DECEMBER 31, 2019. LEONARD DINARDO, FORMERLY THE SECRETARY, BECAME THE VICE CHAIRMAN ON JANUARY 1, 2020. MICHAEL LUBLINSKY WAS A DIRECTOR UNTIL DECEMBER 31, 2019. DEBORAH L. SEIDEL WAS THE CHAIRMAN UNTIL DECEMBER 31, 2019. CAROLYN MCKENNA BECAME THE SECRETARY ON JANUARY 1, 2020. FORM 990, PART VII (ADDITIONAL INFORMATION) FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII,"ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART VII (ADDITIONAL INFORMATION) FOR THOSE OFFICERS AND TOP 5 EMPLOYEES, FOR WHICH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUAL HOURS WORKED EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII,"ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. FORM 990, PART IX, LINE 11G INTERNAL MANAGEMENT FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 3,238,601. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,238,601. FORM 990, PART XI, LINE 9: ASSET TRANSFER TO NHA -190,140. 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